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Disclosure Of Director’s Shareholding Notifications

Published: 2022-02-25 12:00:00 ET
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Steinhoff International Holdings NV (JSE:SNH) News - Disclosure Of Director’s Shareholding Notifications

Steinhoff International Holdings N.V.
(Incorporated in the Netherlands)
(Registration number: 63570173)
Share Code: SNH
ISIN: NL0011375019



DISCLOSURE OF DIRECTOR’S SHAREHOLDING NOTIFICATIONS
Steinhoff International Holdings N.V. (the “Company”)

In the proposed Remuneration Policy of the Management Board included with the Notice of Annual
General Meeting released on 11 February 2022 it was stated that the value of the allocation under
the Company’s long-term incentive plan was set at 150% of base salary, initially comprising of 100%
allocated as a deferred cash award and 50% allocated as an equity award. It was proposed that
25% of the cash portion be converted into an equity award upon the Settlement Effective Date under
the Steinhoff Global Settlement (“SED”).

As announced by the Company on 15 February 2022, the SED was 15 February 2022.

Upon SED the deferred cash award was reduced by 25% whilst the equity award was simultaneously
increased by 25%, leaving the overall entitlement unchanged. The allocation now consists of 75%
of base salary deferred cash award and 75% of base salary equity award.

The number of conditional share awards that were granted to the Company’s managing directors on
26 November 2021 was therefore automatically adjusted. An estimate of the 25% portion to be
converted was included in the aggregate number as notified and announced on 26 November 2021.
The finalised number of conditional share awards, based on the attainment of the SED as well as
the increase in the weighted average share price, is set out below.

It should be noted that these conditional share awards remain subject to approval from the
Company’s general meeting of shareholders and the outcome of a performance assessment at the
end of the performance period.

The Company is voluntarily informing the market that, following the adjustment of these awards on
Settlement Effective Date, each of its managing directors has made a notification to the AFM (the
Netherlands Authority for Financial Markets) related to the conditional award of shares in Steinhoff
International Holdings N.V. as set out below.

 Date of transaction:                              15 February 2022

 Person obliged to notify:                         Louis J. du Preez



                                                                                                   1
 Issuing institution:                             Steinhoff International Holdings N.V.

 Registration Chamber of Commerce                 63570173

 Place of residence:                              Amsterdam, the Netherlands



Position before transaction

 Type of share    Issuing institution                      Number of               Number of
                                                           shares                  votes
 Ordinary         Steinhoff International Holdings N.V.    5,165                   5,165

 Conditional      Steinhoff International Holdings N.V.    7,330,944               0.00
 share award


Changes

 Type of share    Issuing             Number of     Value per      Number of       Discretionary
                  institution         shares        stock          votes           management
                                                                                   mandate
 Conditional      Steinhoff           -14,355       0.00           0.00            No
 share award      International
                  Holdings N.V.

Position after transaction

 Type of share    Issuing institution                      Number of               Number of
                                                           shares                  votes
 Ordinary         Steinhoff International Holdings N.V.    5,165                   5,165

 Conditional      Steinhoff International Holdings N.V.    7,316,589               0.00
 share award


The above notification has been disclosed in the relevant register on the AFM website:
https://www.afm.nl/nl-nl/professionals/registers/meldingenregisters/bestuurders-
commissarissen/details?id=120622

 Date of transaction:                             15 February 2022

 Person obliged to notify:                        Theodore L. de Klerk

 Issuing institution:                             Steinhoff International Holdings N.V.

 Registration Chamber of Commerce                 63570173

                                                                                                   2
 Place of residence:                              Amsterdam, the Netherlands


Position before transaction

 Type of share    Issuing institution                      Number of               Number of
                                                           shares                  votes
 Ordinary         Steinhoff International Holdings N.V.    194,270                 194,270

 Conditional      Steinhoff International Holdings N.V.    6,357,459               0.00
 share award


Changes

 Type of share    Issuing             Number of     Value per    Number of         Discretionary
                  institution         shares        stock        votes             management
                                                                                   mandate
 Conditional      Steinhoff           -12,448       0.00         0.00              No
 share award      International
                  Holdings N.V.


Position after transaction

 Type of share    Issuing institution                      Number of               Number of
                                                           shares                  votes
 Ordinary         Steinhoff International Holdings N.V.    194,270                 194,270

 Conditional      Steinhoff International Holdings N.V.    6,345,011               0.00
 share award


The above notification has been disclosed in the relevant register on the AFM website:
https://www.afm.nl/nl-nl/professionals/registers/meldingenregisters/bestuurders-
commissarissen/details?id=120623

The Company has a primary listing on the Frankfurt Stock Exchange and a secondary listing on the
JSE Limited.


Stellenbosch, 25 February 2022

JSE Sponsor: PSG Capital




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Date: 25-02-2022 02:00:00
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