Steinhoff International Holdings N.V. : Supervisory Board change

Steinhoff - Supervisory Board change

Steinhoff International Holdings N.V. (the "Company" or "Steinhoff" and, together with its subsidiaries, the "Group")

Steinhoff announce that Johan van Zyl, a member of the Supervisory Board of Steinhoff, has, notwithstanding indications that he has sufficient support to be appointed at the AGM on 20 April 2018, decided to withdraw his candidacy for election to the Steinhoff Supervisory Board and has resigned his position as Supervisory Board member of the Company with immediate effect.

As a consequence of Mr. van Zyl's decision, the resolution in respect of his reappointment will not be put to shareholders at the AGM.

Ms. Heather Sonn, acting chairperson of the Supervisory Board of Steinhoff, commented, "on behalf of the Supervisory Board I would like to thank Johan for his tremendous contribution and commitment in assisting the Company through an extremely challenging period. We wish Johan all the best for the future".

Danie van der Merwe, acting CEO of Steinhoff, added "on behalf of the Management Board, I would like to thank Johan for his invaluable contribution and unselfish hours and effort during the crisis period to help the Group to survive. His clear directives and wisdom will be missed."

Mr van Zyl commented "My decision to resign before the AGM is the result of the Company now building for the future, confidence following the board meeting with the Supervisory Board nominees in attendance and the fact that the Independent Committee, which I chair, has finished its work and is no longer required with the imminent appointment of the new board members. I have thus completed my assignment on the Board and fulfilled my commitment to major shareholders of the company.

While I initially wanted to resign from the Supervisory Board in December 2017, there was a need for me to chair the newly established Independent Committee to provide leadership during the initial liquidity crisis following the resignation of the CEO and other prominent Supervisory Board members. Major shareholders also implored me to provide continuation on the board. While my current board term only expires in 2019, I nonetheless put myself up for re-election to test the confidence of the shareholders in the current circumstances.

Having helped to recruit the nominees for the Supervisory Board, and with their nominations being voted on at the Steinhoff AGM set for Friday, 20 April 2018, my role as chairman of the Independent Committee is no longer necessary as this committee will be abolished following the successful appointment of a new Supervisory Board. Also, seeing the proposed candidates in action, inspires the necessary confidence in me that the board is now sufficiently independent to fulfil its functions into the future.

My thanks go to the board members with whom I have worked for nearly two years, and my best wishes go to the new board that will be elected on 20 April. In particular, I want to thank Heather Sonn and Steve Booysen, the two other members of the Independent Committee. We worked closely to pull the company through its initial crisis. I have come to appreciate their courage, competence and commitment to doing the right thing in the interest of the company under difficult circumstances. I have full confidence in the candidates up for election as Supervisory and Management Board members and wish them well. I will of course be available to assist the Board in any enquiries, as may be required and appropriate."

Stellenbosch, 18 April 2018