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STEINHOFF INTERNATIONAL HOLDINGS N.V. - Media Release: Message From The Management Board

12 July 2019 - 13:00 PM
SNH SHFF
Media Release: Message From The Management Board

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

Steinhoff Investment Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1954/001893/06)
JSE Code: SHFF
ISIN: ZAE000068367

Media Release: Message from the Management Board

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

The Company has today published its unaudited Half-year Report, including the Condensed Financial
Statements, for the six-months ended 31 March 2019. This report is available on the Companys
website http://steinhoffinternational.com/. This Report contains the following Message from the
Management Board.

Message from the Management Board

We remain on a journey to address past deficiencies, to restore trust in the Group and to build a
recovery in value for our stakeholders.

While our work is far from finished, and tough tasks still lie ahead, we can be clear that progress was
made in the first half of the financial year. We continued our essential effort to stabilise the Group,
progressing the complex and technical work necessary to complete our financial restructuring, while
also helping to enhance the long-term stability and growth prospects of our operating companies.

Inevitably, the costs of this process, both in terms of financial resource and management time,
continue to be substantial, and they have had a significant impact on our reported results for the
period. Advisory fees for the Reporting Period amounted to 82 million. This total included 11 million
relating to the forensic investigation and technical accounting support, and 30 million relating to
creditor adviser fees. While every effort is made to limit costs, we expect this to remain our reality for
some time.

We are also clear that, at the operating company level, the Group retains significant strengths as a
well-diversified global retail business with a number of strong local brands and leading positions in
attractive growth markets. Some of our individual businesses, such as Pepkor Africa and Pepkor
Europe continue to perform robustly, while others remain in turnaround but are reporting more
encouraging recent trade, such as Mattress Firm. There is value within the Group and, during the first
half, we took the first steps on the long journey to restoring it.

Financial performance
Despite the many challenges we faced in the six months ended 31 March 2019, the Groups
consolidated net sales from continuing operations increased by 3% to 6 862 million (2018: 6 666
million), with strong contributions from Pepkor Europe (+13%) and Pepkor Africa (+2%). Segmental
EBITDA, from continuing operations, increased by 71% to 393 million (2018: 230 million). Further
information on the performance of the Groups individual operating businesses is contained within
the accompanying Operational Review.

Achievements in the period
Against a very challenging backdrop, the Group was successful in achieving a number of important
milestones in the Reporting Period.

   The demanding and complex task of finalising and publishing the 2017 and 2018 Annual Reports
    was successfully achieved. The publication today of this report for the first half of the 2019
    financial year addresses the Companys disclosure backlog and brings its financial reporting back
    up to date. In the circumstances in which we found ourselves after the disclosures of December
    2017, this was a highly complex process requiring a sustained effort from multiple teams both
    from within, and outside of, the business. Finalisation of the accounts is a major achievement that
    will allow us to begin to normalise communications with the financial markets after a prolonged
    period of disruption.

   In parallel, another critical milestone was achieved in March 2019 when PwC completed its
    forensic investigation and delivered its report to Werksmans, the Groups lawyers. The PwC
    reports findings are the product of a wide-ranging investigation, in South Africa and other
    relevant jurisdictions, over a 14-month period. While the content of the PwC Report is
    confidential, and subject to legal privilege and other restrictions, the findings have contributed
    significantly to the financial restatements and the completion of the 2017 and 2018 Consolidated
    Financial Statements. It is also being used to assist decision making on areas for further
    investigation and remedial work. The Company provided the market with an overview of this
    report on 15 March 2019.

   We recognised that, to move forward, the Group had to address its past governance failings and
    new, stronger structures for oversight and control needed to be put in place. The reconstituted
    Management and Supervisory Boards acted quickly to stabilise the Group and ensure its survival,
    and to investigate the accounting and governance issues. They continue to work well together.

   Danie van der Merwe stepped down as Acting CEO and from the Management Board at the end
    of December 2018, Alexandre Nodale resigned as Deputy CEO and member of the Management
    Board on 11 April 2019 and Philip Dieperink will step down from both his membership of the
    Management Board of Steinhoff and as CFO after the 2019 AGM.

   Theodore de Klerk has been designated as the Group CFO with effect from 1 September 2019.

   Our loyal and hard-working management teams within the operating businesses remained stable
    and focused on their operations throughout the period. Their dedication has been exemplary and
    they deserve our sincere gratitude.

   Our efforts to address the Groups liquidity issues through a financial restructuring made steady
    progress through the period. In November 2018, SEAG and SFHG, the two subsidiaries where most
    of the Groups financial creditors are concentrated, launched a debt restructuring through an
    English Company Voluntary Arrangement (CVA) process. The SEAG and SFHG CVAs are nearing
    the point at which they can be implemented, which will secure a period of financial stability for
    the Group until 31 December 2021, allowing us to focus fully on our operational performance.
    While the broad scope of this task and necessary legal steps have made this a complex and time-
    consuming process, the date for implementation of the restructuring is now in sight.

   Our work in prior periods to secure additional operational funding, agree the Lock-up Agreement
    with our lenders, complete restructurings of our Hemisphere property business and of other
    businesses, and generate additional liquidity from a sale of certain assets, laid the foundation for
    further activity in the period.

   In November 2018, Mattress Firm emerged from Chapter 11 proceedings, having successfully
    exited approximately 640 underperforming stores, and with a recovery plan in place that is already
    beginning to deliver significantly improved performance.

   Subsequent to the period end, Conforama reached agreement with its creditors to raise the new
    funds necessary to restructure its operations and improve its financial performance. Further, on
    2 July 2019 Conforama announced a restructuring project aimed at restoring sustainable
    competitiveness.

   On 10 June 2019, Pepkor Europe received approval from the SEAG and SFHG creditors to refinance
    its existing credit facilities.

Remediation Plan
We are seeking to build on the progress made to date to strengthen our recovery, with the clear
objective of stabilising the Group in a way that ensures the long-term security and growth of its
underlying operations, maximises stakeholder returns and protect value. This will enable the Group
to establish a new foundation for increasing free cash generation, to reduce the level of debt and,
over time, to create value for stakeholders.

To ensure that this is done against the appropriate backdrop, the Group has developed a Remediation
Plan that is aimed at addressing previously identified weaknesses and substantially enhancing
standards of corporate governance and control. The plan is fundamental to strengthening the
governance structure of the business and is being rolled-out with determination.

In the meantime, fundamental changes are already being made across the organisation, with a
renewed focus on the customer, tighter control of capital, accelerated efforts to reduce our cost base,
and initiatives aimed at maintaining local market leadership.

Litigation
The Group has received many shareholder and vendor claims and notices of regulatory investigation,
and litigation remains a significant outstanding challenge. The Management Board, assisted by a
litigation committee, and the Groups attorneys, continue to work towards a resolution of outstanding
claims against the Group. In parallel, we are also evaluating potential claims we may have against third
parties, and recoveries against implicated entities and individuals are being initiated where
appropriate. Recently issued proceedings against members of the former management team are such
steps in this process.

Outlook
As we look back on the progress made in the first half, we are both realistic and encouraged in our
outlook. Realistic because we know that uncertainties persist and we still face many tough challenges
on the road to rehabilitation but encouraged that progress has been made and the next phase of our
recovery is beginning to come into focus.
The hard work on the financial restructuring in the first half and prior periods will, in all likelihood,
shortly come to fruition, bringing with it the stability that will allow us to turn the page and
concentrate fully on maximising value from our operating companies.

While trading conditions in the period ahead will reflect a tougher global economy, at operating level
Steinhoff remains a geographically well-diversified, global retail group providing everyday products at
affordable prices, through a stable of strong local brands. Businesses such as Pepkor Africa and Pepkor
Europe continue to grow strongly while others such as Mattress Firm and Conforama remain in
turnaround but retain strong market positions and significant recovery potential.

Our strategic direction is clear: we will focus on our operations, realise value where appropriate and
plan to reduce our debt levels.

There is much to do but we have a plan and a belief in the ability of this business and its people to
deliver it.

Appreciation
We are grateful for the continuing support of our financial creditors, shareholders, staff, management,
and Supervisory Board. We thank them all.


JSE Sponsor: PSG Capital

Stellenbosch, 12 July 2019

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