Steinhoff Global Settlement

Frequently Asked Questions

Section 1: Settlement Frequently Asked Questions

Section 2: Steinhoff Allocation Plan Frequently Asked Questions

Settlement Frequently Asked Questions

Steinhoff International Holdings N.V. (“SIHNV”) and Steinhoff International Holdings Proprietary Limited (“SIHPL”) (together with their subsidiaries, the “Steinhoff Group”)

These Settlement Frequently Asked Questions have been published to assist claimants with SIHNV’s and SIHPL’s global settlement of claims (the “Steinhoff Group Settlement”) and are only non-binding guidance for claimants and should be read in conjunction with the Dutch SoP Scheme and S155 Scheme, as applicable. If there is an inconsistency between these Settlement Frequently Asked Questions and the Dutch SoP Scheme and/or S155 Scheme, the provisions of the Dutch SoP Scheme and S155 Scheme will prevail.

Please note that the answers do not constitute legal advice. Please consider the terms of the Dutch SoP Scheme and S155 Scheme carefully to make sure you understand your position. The Dutch SoP Scheme and S155 Scheme are complex documents and claimants should obtain independent legal, financial and tax advice in relation to the Schemes and the claim administration. Only the Schemes (including the Schedules and Annexes thereto) contain the terms and conditions on the basis of which any claimant may or may not hold any entitlement to any distribution. These Frequently Asked Questions are not intended to reflect all of such terms and conditions and do not in any way alter, modify, supplement or otherwise grant such right or obligation to any claimant, any member of the Steinhoff Group or the SRF (as defined below). This is a document that in itself does not have any legal power or authority. None of the Steinhoff entities nor their advisers are providing any advice to claimants or any other party.

Further information on the Schemes and the settlement (including detailed Frequently Asked Questions on the Allocation Plan) is available on the following website: www.steinhoffsettlement.com

Part 1 – The Steinhoff Group Settlement

1. What is the Steinhoff Group Settlement?

SIHNV and SIHPL have formulated a global settlement of the claims against them with settlement amounts for various claimant groups in light of:
- the characteristics of, and risks associated with, their claims;
- the Steinhoff Group’s ability to continue trading and to maximise the asset values available to it; and
- the likely outcomes for participating claimants if the Steinhoff Group was unable to settle the claims and liquidation ensued.
The Steinhoff Group Settlement is made on the basis that it does not represent an admission of any liability in respect of any of the various claims made against any member of the Steinhoff Group or any directors, officers, employees or advisors, past or present.
Separately, and as announced by the Steinhoff Group on 15 February 2021 and 23 March 2021, eligible claimants may also receive a payment from additional funds made available by Deloitte and the D&O Insurers. To receive such payment, eligible claimants must agree to the terms of the offers from Deloitte and the D&O Insurers by selecting the appropriate option on the claim form. For more information: www.steinhoffsettlement.com/settlements-deloitte-and-do.aspx.
For the purposes of these Settlement Frequently Asked Questions, “Steinhoff Shares” comprise:
- common stock shares in SIHNV with ISIN NL0011375019; and
- common stock shares in SIHPL with ISIN ZAE000016176.
SIHNV has concluded a Dutch “suspension of payments” procedure (“Dutch SoP”) and, in parallel, SIHPL has concluded a statutory compromise process under South African law (“South African S155”). The Dutch SoP related only to SIHNV and the South African S155 related only to SIHPL. These processes did not directly affect any of the other entities in the Steinhoff Group nor any of its operating businesses.
SIHNV’s composition plan as submitted in the Dutch SoP (“Dutch SoP Scheme”) and SIHPL’s plan under the South African S155 (“S155 Scheme”) (together the “Schemes”) are available at www.steinhoffsettlement.com/case-documents.aspx.

2. What happens next and how does the settlement process work?

Steinhoff Recovery Foundation (the “SRF”) has been established to (in short) administer and oversee the distribution of the settlement payments pursuant to the Schemes. The SRF is a Dutch foundation (stichting) established as an independent entity governed by a board of newly appointed directors with majority independence from the Steinhoff Group (see for more information about the SRF the Steinhoff Allocation Plan Frequently Asked Questions – Part B).
The SRF has engaged Computershare as claims administrator (the “Claims Administrator”) to assist with the implementation of the Steinhoff Group Settlement, including the administration of claims and the distribution process.
Shareholders who held Steinhoff Shares at close of business on 5 December 2017 and any other potential claimants are advised to seek independent legal, financial and tax advice in respect of the Steinhoff Group Settlement and the Schemes.

3. What should I do to take part in the global settlement?

Claimants who wish to claim a distribution should file their claims prior to the Bar Date (23:59:59 SAST on 15 May 2022) by completing the relevant claim form on www.steinhoffsettlement.com
As a condition to receiving payment in accordance with the Schemes (if any), the relevant filed claim form must be complete and valid. Further details in this regard are contained in the relevant Claim Form and in the Schemes and the schedules thereto (especially Schedule 2 to the SRF and Claims Administration Conditions (Required Claim Information). These SRF and Claims Administration Conditions are attached as Schedule 2 to the SoP Scheme and are available on www.steinhoffsettlement.com).
See also Steinhoff Allocation Plan Frequently Asked Questions (especially part C).

4. What are the different groups of claimants?

There are two groups of (litigation) claimants that fall under the Steinhoff Group Settlement: contractual claimants and “Market Purchase Claimants” (“MPCs”). The third group of claimants comprise the financial creditors.
Contractual claimants are claimants who hold claims against Steinhoff which:
- relate to the alleged accounting irregularities; and
- arise as a result of a contractual arrangement entered into with SIHPL between 1 March 2009 and 7 December 2015 or SIHNV between 7 December 2015 and 5 December 2017, whereby SIHPL or SIHNV shares were purchased or SIHPL or SIHNV shares were issued or exchanged as consideration for the contribution of that contractual claimant's business or assets.
MPCs are claimants who have an “MPC Relevant Claim”. An MPC Relevant Claim is (in short) a claim against SIHPL and/or SIHNV relating to alleged accounting irregularities and arising as a result of purchasing, acquiring or having a transfer in (as defined in the Steinhoff Allocation Plan – Schedule 3 to the SoP Scheme) of:
- either SIHPL shares listed on the Johannesburg Stock Exchange (“JSE”) between open of business on 2 March 2009 and close of business on 6 December 2015 (which were subsequently converted to SIHNV Shares), or SIHNV shares listed on the JSE or the Frankfurt Stock Exchange (“FSE”) between close of business on 6 December 2015 and close of business on 5 December 2017, and in each case continued to hold at least some of those shares (or, in the case of SIHPL shares, SIHNV shares received in exchange for them) at close of business on 5 December 2017; and/or
- SIHPL Shares listed on the JSE prior to open of business on 2 March 2009 and holding such shares at close of business on 5 December 2017 on the basis of the LIFO matching process described in the Steinhoff Allocation Plan (Schedule 3 to the SoP Scheme).
The financial creditors are those who have claims arising against Steinhoff under, out of or in connection with contingent payment undertakings (being debt instruments).

5. How and why has the settlement changed since it was originally announced in 2020?

Developments leading to the July 2021 update:

Since the announcement of the Steinhoff Group Settlement in July 2020, the Steinhoff Group’s underlying businesses have shown resilient financial and operational performance and an increase in the value of a number of its investments.
The global settlement was constructed to present claimants with a better outcome than the likely alternative (i.e. liquidation).
In line with that approach, and given the increase in value of underlying investments, positive currency movements and improved outlook, SIHNV and SIHPL announced on 16 July 2021 that they would increase the total settlement offer under the Steinhoff Group Settlement.

Developments leading to the August 2021 update:

Whilst the revised July 2021 settlement offer received positive responses, SIHPL and SIHNV concluded that there was insufficient support to achieve certainty of a positive outcome in a vote on the S155 Scheme.
Additionally, there remained material uncertainty posed by the various legal disputes against SIHPL arising from legacy accounting issues and, more recently, the settlement arrangements at the SIHPL level.
Recognising that the focus of disputes shifted to primarily concern the settlement arrangements at the SIHPL level, and considering the levels of support needed to obtain a positive outcome in a vote on the S155 Scheme, Steinhoff announced via the a further and final contribution by SIHPL to the settlement consideration in August 2021.
The August 2021 proposal included an additional and separate amount made available by SIHPL for SIHPL market purchase claims only, which will be allocated proportionately among SIHPL MPCs based on their respective claims (as determined under the existing rules in the Dutch SoP Scheme) on a pro rata basis.
The S155 Scheme and the Dutch SoP Scheme were amended to reflect the terms of the updates in July 2021 and the August 2021.

6. Why didn’t the board simply liquidate SIHNV and/or SIHPL?

Liquidations would not add value. Rather, a liquidation of SIHNV and/or SIHPL, and resulting accelerated sales or liquidation processes in respect of their direct and indirect interests in companies in the Steinhoff Group and substantial costs of liquidation would, in SIHNV’s and SIHPL’s view, materially impair the value of assets available for distribution to their respective stakeholders (including claimants) and would adversely affect the timing and diminish the amount of the claimants’ recoveries in comparison to the Steinhoff Group Settlement.
Such processes could also be expected to adversely affect the interests of the Steinhoff Group’s broader stakeholders, including customers and employees.

7. Can any further proceedings be brought against Steinhoff in respect of the SIHNV and SIHPL shares?

No, the Schemes have resulted in the full and final release of all claims (other than those referred to below) against companies in the Steinhoff Group arising as a result of the alleged accounting irregularities. Due to the nature of the Schemes and court proceedings used to give effect to the settlement, this includes the claims of those claimants who did not participate in the settlement.
However, not all claims against SIHNV or SIHPL will be compromised under the Schemes. Certain disputed claims against SIHNV will continue to be defended on the basis that any finally adjudicated claim or agreed settlement amount will be subject to the same SIHNV recovery rate payable to MPCs and contractual claimants of SIHNV. Similarly, one disputed contractual claim against SIHPL will continue to be defended on the basis that any finally adjudicated claim or agreed settlement amount will be subject to the same recovery rate payable to contractual claimants of SIHPL.

8. What are the benefits of the Steinhoff Group Settlement?

The boards of SIHNV and SIHPL believe that the Steinhoff Group Settlement is in the best interests of SIHNV and SIHPL, respectively. In particular, the Steinhoff Group Settlement will:

provide participating claimants with certainty of outcome and recovery relative to the cost and uncertainty associated with protracted, expensive and unpredictable court processes in pursuing their claims;
provide consistent treatment of recovery to similar claimants to the extent possible;
offer a more favourable and more certain recovery on their claims as compared to a liquidation of SIHNV or SIHPL;
resolve a very substantial proportion of the material contingent liabilities faced by SIHNV and SIHPL as a result of the ongoing litigation;
include a debt term extension from the Steinhoff Group’s financial creditors under the SIHNV and SIHPL CPUs which will be matched by the intra-group creditors;
not affect the rights of current trade creditors;
assist the continuing efforts to support the operating businesses in the Steinhoff Group to preserve and realise business value for the Steinhoff Group’s stakeholders and employees;
reduce the current burden on the Steinhoff Group of the very material costs spent litigating numerous legal proceedings across multiple jurisdictions; and
reduce the proportion of Steinhoff Group management time committed to the supervision and conduct of the various legal proceedings, allowing management to concentrate on the continued improvement of the underlying businesses and development of plans to realise value and de-leverage the Steinhoff Group’s balance sheet.

9. How are the Deloitte Firms supporting the Steinhoff Group Settlement?

SIHNV and SIHPL have reached an agreement with Deloitte Accountants B.V. and Deloitte & Touche South Africa (together, the “Deloitte Firms”), pursuant to which the Deloitte Firms have made additional compensation available to certain Steinhoff claimants:
- (i) an amount of up to EUR 55.34 million for distribution to the MPCs (the “Deloitte Settlement Fund”); and
- (ii) an amount of EUR 15 million for distribution to certain contractual claimants.
MPCs or their representatives who in due course wish to receive a part of the Deloitte Settlement Fund must use the same Claim Form as the Claim Form to be used for submitting their claims to the Steinhoff Group Settlement. The Claim Forms and further relevant information are available on www.steinhoffsettlement.com.
It is important to note that the Deloitte Firms do not in any way admit liability for the losses incurred by Steinhoff and its stakeholders as a result of the accounting irregularities at Steinhoff.

10. How are the D&O Insurers and the D&Os supporting the Steinhoff Group Settlement?

SIHNV and SIHPL have also reached an agreement with certain insurance companies underwriting Steinhoff’s (primary and excess) Directors and Officers insurance policy (the “D&O Insurers”) and certain directors and officers who work or have worked for or been associated with a Steinhoff Group company (the “Settling D&Os”), pursuant to which D&O Insurers will make additional compensation available to certain Steinhoff claimants:
1. (i) an amount of up to EUR 55.5 million for distribution to the MPCs (the “D&O Insurers Settlement Fund”); and
2. (ii) an amount of EUR 15 million for distribution to certain contractual claimants.
MPCs or their representatives who in due course wish to apply to receive a part of the D&O Insurers Settlement Fund must use the same Claim Form as the Claim Form to be used for submitting their claims to the Steinhoff Group settlement. The Claim Forms and further relevant information are available on www.steinhoffsettlement.com.
It is important to note that D&O Insurers and the Settling D&Os do not in any way admit liability for the losses incurred by Steinhoff and its stakeholders as a result of the accounting irregularities at Steinhoff.

11. How and why has the proposed global settlement changed since 2020?

As mentioned in part 1, question 1 above, the proposed global settlement was first announced via the July 2020 Offer and amended in the October 2020 Settlement Term Sheet.
Developments leading to the July 2021 Settlement Term Sheet:
- Since the announcement of the settlement proposal via the July 2020 Offer, the Steinhoff Group’s underlying businesses have shown resilient financial and operational performance and an increase in the value of a number of its investments.
- The global settlement proposal was constructed to present claimants with a better outcome than the likely alternative (i.e. liquidation).
- In line with that approach, and given the increase in value of underlying investments, positive currency movements and improved outlook, SIHNV and SIHPL announced on 16 July 2021 that they would increase the total settlement offer under the Steinhoff Group global settlement in the form of the July 2021 Settlement Term Sheet.
Developments leading to the August 2021 Proposal
- Whilst the revised settlement offer set out in the July 2021 Settlement Term Sheet received positive responses, SIHPL and SIHNV concluded that there was insufficient support to achieve certainty of a positive outcome in a vote on the S155 Scheme Proposal.
- Additionally, there remained material uncertainty posed by the various legal disputes against SIHPL arising from legacy accounting issues and, more recently, the proposed settlement arrangements at the SIHPL level. For further detail on the recent disputes against SIHPL see the recent press releases, in particular the 16 July 2021 press release, published at https://www.steinhoffinternational.com/sens.php.
- Steinhoff continues to believe that a global settlement is the preferable approach to resolve all or substantially all of the current disputes and claims. Therefore, recognising that the focus of the more recent disputes concern the proposed settlement arrangements at the SIHPL level, and considering the levels of support needed to obtain a positive outcome in a vote on the S155 Scheme Proposal, Steinhoff announced via the August 2021 Proposal a further and final contribution by SIHPL to the settlement consideration.
- The August 2021 Proposal includes an additional and separate amount made available by SIHPL for SIHPL market purchase claims only, which will be allocated proportionately among SIHPL MPCs based on their respective claims (as determined under the existing rules in the Dutch SoP Scheme Proposal) on a pro rata basis.
- The S155 Scheme Proposal and the Dutch SoP Scheme Proposal have been amended to reflect the terms of the July 2021 Offer and the August 2021 Proposal, and revised versions are available at https://www.steinhoffinternational.com/settlement-litigation-claims.php.

12. What indications of support for the proposed global settlement have you had?

Steinhoff believes the terms of the proposed settlement are fair and realistic in the circumstances and urges claimants to take this opportunity to agree a settlement.
Vereniging van Effectenbezitters (“VEB”) has issued a support statement and withdrawn its collective (class) action in the Netherlands and recommended the proposal.
Steinhoff has also received letters of support for the proposed settlement from various representatives of MPCs as well as contractual claimants. Reference is made to, among others, the press release dated 31 March 2021 (www.steinhoffsettlement.com/updates-and-press-releases.aspx).
Steinhoff has received confirmation that the active claimant group, Hamilton, supports in principle the Steinhoff global settlement based on the August 2021 Proposal, and will withdraw from the class composition application which has been adjourned until 13 August 2021 on that basis. Hamilton’s final approval of the S155 proposal will be subject to the ongoing claim verification process.
SIHPL has also received confirmation that key financial creditors - funds managed or advised by The Baupost Group, LLC, Farallon Capital, Sculptor Capital Management and Silver Point Capital - are supportive of the further revisions to the settlement terms as set out in the August 2021 Proposal.

13. What approvals do you require?

In order for the proposed global settlement to proceed, approval is required from sufficient claimants to approve the Schemes.
A consent request was launched on 9 October 2020 to obtain the formal support of the financial creditors for the terms and proposed implementation of the settlement (the “October 2020 Consent Request”). The October 2020 Consent Request was approved by the financial creditors in respect of all relevant financial instruments, with the exception of the Company’s “SEAG Contingent Payment Undertaking”. SIHNV then undertook an English law scheme of arrangement to obtain the requisite approval under the SEAG Contingent Payment Undertaking. The terms of this scheme applicable at that time were subsequently approved and on 5 February 2021 sanctioned by the High Court of England.
A further financial creditor approval is required for the updated terms of the S155 Scheme pursuant to the July 2021 Settlement Term Sheet and the August 2021 Proposal. The necessary consent request has been prepared and will be launched shortly following the updated Schemes (reflecting the revised proposal) being made available. Responses to this further consent request are expected prior to the S155 Scheme creditors’ meetings, which are currently anticipated to occur by mid-September 2021.
SIHNV applied to Finsurv for consent to the cross-border payments to be made as part of the proposed settlement and received such approval on 25 November 2020. The approval is valid for 12 months. Further approvals will be sought to the extent required in respect of the terms to be submitted under the Schemes. In particular, the Steinhoff Group is in the process of applying for Finsurv consent with respect to the recent revisions to the S155 Scheme Proposal incorporating the terms announced in the July 2021 Settlement Term Sheet and August 2021 Proposal.

14. Why didn’t the Board simply liquidate SIHNV and/or SIHPL?

A liquidation would not add value. Rather, a liquidation of SIHNV and/or SIHPL, and resulting accelerated sales or liquidation processes in respect of their direct and indirect interests in companies in the Steinhoff Group and substantial costs of liquidation would, in SIHNV’s and SIHPL’s view, materially impair the value of assets available for distribution to their respective stakeholders (including litigants) and would adversely affect the timing and diminish the amount of the claimants’ recoveries in comparison to the proposed settlement.
Such processes could also be expected to adversely affect the interests of the Steinhoff Group’s broader stakeholders, including customers and employees.

15. If the proposed settlement is successful, could any further proceedings be brought against Steinhoff in respect of the SIHNV and SIHPL shares?

No. If the proposed settlement is successful it will lead to the full and final release of all claims (other than those referred to below) against companies in the Steinhoff Group arising as a result of the alleged accounting irregularities. Due to the nature of the court proceedings being used to give effect to the proposed settlement, this will include the claims of those claimants who did not participate in the proposed settlement.
However, not all claims against SIHNV or SIHPL will be compromised under the Schemes. Certain disputed claims against SIHNV will continue to be defended on the basis that any finally adjudicated claim or agreed settlement amount will be subject to the same SIHNV recovery rate payable to MPC and contractual claimants of SIHNV. Similarly, one disputed contractual claim against SIHPL will continue to be defended on the basis that any finally adjudicated claim or agreed settlement amount will be subject to the same recovery rate payable to contractual claimants of SIHPL. Certain other claims against SIHPL that do not qualify as either MPCs or contractual claims will not be subject to the S155 Scheme Proposal at all. SIHPL will continue to dispute such claims, which will be payable in full to the extent that they are ultimately upheld by way of final adjudication or agreed settlement.

16. What are the likely benefits of the proposed settlement?

The boards of SIHNV and SIHPL believe that the proposed global settlement and the proposed implementation processes, through the Schemes, are in the best interests of SIHNV and SIHPL, respectively. In particular, the proposed settlement will:

provide participating claimants with certainty of outcome and recovery relative to the cost and uncertainty associated with protracted, expensive and unpredictable court processes in pursuing their claims;
provide consistent treatment of recovery to similar claimants to the extent possible;
offer a more favourable and more certain recovery on their claims as compared to a liquidation of SIHNV or SIHPL;
resolve a very substantial proportion of the material contingent liabilities faced by the Company and SIHPL as a result of the ongoing litigation;
include a debt repayment term extension from the Steinhoff Group’s financial creditors under the SIHNV and SIHPL CPUs which will be matched by the intra-group creditors;
not affect the rights of current trade creditors;
assist the continuing efforts to support the operating businesses in the Steinhoff Group to preserve and realise business value for the Steinhoff Group’s stakeholders and employees;
reduce the current burden on the Steinhoff Group of the very material costs spent litigating numerous legal proceedings across multiple jurisdictions; and
reduce the proportion of Steinhoff Group management time committed to the supervision and conduct of the various legal proceedings, allowing management to concentrate on the continued improvement of the underlying businesses and development of plans to realise value and de-leverage the Steinhoff Group’s balance sheet.

17. How are Deloitte supporting the Steinhoff Group Settlement?

SIHNV and SIHPL have reached an agreement with the Deloitte Firms pursuant to which the Deloitte Firms will, subject to the fulfilment of certain conditions, support the proposed Steinhoff global settlement proposal.

This means that provided that Steinhoff successfully completes the contemplated Dutch SoP and the S155 Scheme and certain other conditions are fulfilled, the Deloitte Firms will, in exchange for certain waivers and releases make additional compensation available to certain Steinhoff claimants, including the MPC Claimants:

an amount of up to EUR 55.34 million for distribution to the MPC Claimants (the “Deloitte Settlement Fund”); and
an amount of EUR 15 million for distribution to certain contractual claimants.

MPC Claimants or their representatives who in due course wish to apply to receive a part of the Deloitte Settlement Fund must use the same Claim Form as the Claim Form to be used for submitting their claims in the Dutch SoP and the S155 Scheme. The Claim Forms and further relevant information are available on www.steinhoffsettlement.com.

Eligible contractual claimants will receive individual notice from Steinhoff on the manner in which they can apply to receive a share of the amount offered to them

It is important to note that the Deloitte Firms do not in any way admit liability for the losses incurred by Steinhoff and its stakeholders as a result of the accounting irregularities at Steinhoff.

18. How are the D&O Insurers and the D&Os supporting the Steinhoff Group Settlement?

SIHNV and SIHPL have reached an agreement with certain insurance companies underwriting Steinhoff’s (primary and excess) Directors and Officers insurance policy (the “D&O Insurers”) and certain directors and officers who work or have worked for or been associated with a Steinhoff Group company (the “Settling D&Os”), pursuant to which D&O Insurers and Settling D&Os will, subject to the fulfilment of certain conditions, support the proposed Steinhoff global settlement proposal.

This means that provided that Steinhoff successfully completes the contemplated Dutch SoP and the S155 Scheme and certain other conditions are fulfilled, D&O Insurers (on behalf of the Settling D&Os) will, in exchange for certain waivers and releases including for all former directors and officers and other employees who work, or have in any way worked, for or been associated with a current or former Steinhoff group company, make additional compensation available to certain Steinhoff claimants, including the MPC Claimants:

an amount of up to EUR 55.5 million for distribution to the MPC Claimants (the “D&O Insurers Settlement Fund”); and
an amount of EUR 15 million for distribution to certain contractual claimants.

MPC Claimants or their representatives who in due course wish to apply to receive a part of the D&O Insurers Settlement Fund must use the same Claim Form as the Claim Form to be used for submitting their claims in the Dutch SoP and the S155 Scheme. The Claim Forms and further relevant information are available on www.steinhoffsettlement.com.

Eligible contractual claimants will receive individual notice from Steinhoff on the manner in which they can apply to receive a share of the amount offered to them.

It is important to note that D&O Insurers and the Settling D&Os do not in any way admit liability for the losses incurred by Steinhoff and its stakeholders as a result of the accounting irregularities at Steinhoff.

Part 2 – The Implementation Proceedings

1. What are the Dutch SoP and S155 Scheme and who do they apply to?

The Steinhoff Group settlement has been given effect using two inter-conditional court proceedings: (i) proceedings under section 155 of the South African Companies Act 71 of 2008, which has been used to give effect to the settlement of claims against SIHPL; and (ii) Dutch suspension of payment proceedings, which has been used to give effect to the settlement of claims against SIHNV.
The Dutch SoP relates only to SIHNV and the S155 Scheme relates only to SIHPL. These processes do not directly affect any of the other entities in the Steinhoff Group nor any of its operating businesses.

2. What is the Dutch SoP Scheme and who does it apply to?

The Dutch SoP Scheme is the document which sets out the terms of the Steinhoff Group Settlement which was approved by the court in the Dutch SoP.
The Dutch SoP Scheme applies to claimants who have a claim against SIHNV (i.e. including a claim arising because they purchased SIHNV Shares in the period from 7 December 2015 to 5 December 2017, and continued to hold these until close of business on 5 December 2017).
The Dutch SoP Scheme is accessible on www.steinhoffsettlement.com.

3. What is the S155 Scheme Proposal and who does it apply to?

The S155 Scheme is the document which sets out the terms of the Steinhoff Group Settlement which was approved by the court in the S155 Scheme.
The S155 Scheme applies to claimants who have a claim against SIHPL (i.e. because they purchased or otherwise acquired SIHPL Shares in the period prior to 6 December 2015 and continued to hold these until close of business on 5 December 2017 or because they have contractual claims against SIHPL or because they are financial creditors of SIHPL in respect of claims against SIHPL arising under, out of or in connection with contingent payment undertakings). Such claimants may be eligible to cast their vote on whether the Steinhoff Group Settlement should be approved in the South African S155 Scheme.
The S155 Scheme is available at www.steinhoffsettlement.com.

4. I purchased Steinhoff shares, how do the Schemes apply to me??

Both the S155 Scheme and the Dutch SoP have been approved by the relevant courts. The Schemes were the processes by which the Steinhoff Group Settlement was implemented and contain the rules by which to eligible claimants will receive compensation (if any). The Allocation Plan and Allocation Plan Frequently Asked Questions include details on how claims are allocated compensation.
When you submit your claim to the Claims Administrator (through the online claim portal or a claim form provided by the Claims Administrator), you submit your claims against SIHNV and/or SIHPL, as the case may be.

5. I have received an Initial SIHPL Claim Valuation Notification from Computershare. What does this mean?

The Initial SIHPL Claim Valuation Notification relates solely to the S155 Scheme and is intended to notify you of: (i) the fact that Computershare, as the Claims Administrator, has initially determined that the claim you filed for the purposes of the S155 Scheme constitutes an “MPC Relevant Claim” pursuant to the S155 Scheme and can be accepted; and (ii) the claim value of that claim insofar as it relates to SIHPL Shares (the “Initial SIHPL Claim Value”).
For the avoidance of doubt, the Initial SIHPL Claim Value ascribed to your claim has been initially calculated solely in relation to the SIHPL Shares filed in the claim and is not conclusive for the purposes of distribution. No rights can be derived from the Initial SIHPL Claim Value Notification in the context of the distribution. Prior to a distribution being made, the Claims Administrator may re-verify the claim. In respect of that process, you will be entitled to cure any deficiencies and may avail yourself of the full Dispute Committee process for distribution purposes as set out in the S155 Scheme.

6. I have already received a Deficiency Notification from Computershare. What does this mean?

If you received a Deficiency Notification prior to the S155 Scheme meeting (which occurred on 6 September 2021), it is likely it related solely to the S155 Scheme and was intended to notify you of your ineligibility to participate in and vote at the S155 Scheme meeting, on the basis that one or more deficiencies have been found in respect of the claim submitted by you in the context of the S155 Scheme (i.e. only in respect of your SIHPL Shares).
If you have received a Deficiency Notification since the S155 Scheme meeting, then your claim is considered to have a deficiency which may limit (in whole or in part) any distributions if not cured.
Please note that the Deficiency Notification does not necessary mean that you are not eligible to receive a distribution . For distribution purposes, you will be entitled to cure any deficiencies and may avail yourself of the full Dispute Committee process as set out in the S155 Scheme. If you are able to cure these deficiencies (and any potential further deficiencies that are notified to you by the Claims Administrator at a later stage), you may still be eligible to receive a distribution from the settlement fund. The Claims Administrator will contact you in due course with an outline of the additional information and/or documentation it needs to be able to verify the claim(s) submitted by you for distribution.

7. If I am eligible for compensation, how will this be allocated?

Participating claimants are categorised into MPCs and contractual claimants. The Steinhoff Group has made available a total settlement consideration to MPCs of SIHNV and SIHPL and contractual claimants of SIHNV of EUR612.62 million (the “SoP Gross Settlement Fund”), of which the estimated share of MPCs will be approximately EUR442 million.
In addition, SIHPL will make available a further separate amount of ZAR 3,213,580,773 to be applied only to SIHPL MPCs on a pro rata basis (the “SIHPL MPC Gross Settlement Fund”).
The SoP Gross Settlement Fund and the SIHPL MPC Gross Settlement Fund have been paid by SIHNV and SIHPL, respectively, to SRF in cash for distribution.
The SoP Gross Settlement Fund and the SIHPL MPC Gross Settlement Fund will be allocated in accordance with the details set out in the Steinhoff Allocation Plan attached to the Schemes. Further details of how compensation will be allocated can also be found in the Steinhoff Allocation Plan Frequently Asked Questions.
In addition, Steinhoff Africa Holdings Proprietary Limited, a member of the South African cluster of companies within the Steinhoff Group, has also made a contribution to the costs of the ACGs (representatives of MPCs) of EUR30 million. SIHNV has also made a contribution to the costs of SRF of EUR16.5million.
SIHPL contractual claimants will be settled at the recovery rates and in the amounts as set out in the S155 Scheme.
For more information on the terms for recovery from the contribution by Deloitte and the D&Os, please see part 1 above or visit www.steinhoffsettlement.com/settlements-deloitte-and-do.aspx.

8. When will I get paid my settlement consideration?

It is expected that MPCs who do not dispute their claim determination will receive a settlement distribution as soon as reasonably practicable after the Bar Date (as defined within the Schemes) and notification of their (final) claim determination. At the same time, a settlement distribution will be made to the SIHNV contractual claimants.
MPCs and SIHNV contractual claimants with disputed claim determinations will receive settlement distributions as soon as reasonably practicable after a binding determination in respect of their claim determination has been made.

9. I have received an Initial SIHPL Claim Valuation Notification from Computershare. What does this mean?

The Initial SIHPL Claim Valuation Notification relates solely to the S155 Scheme and is intended to notify you of: (i) the fact that Computershare, as the Claims Administrator, has initially determined that the claim you filed for the purposes of the S155 Scheme constitutes an “MPC Relevant Claim” pursuant to the S155 Scheme Proposal and can be accepted; and (ii) the claim value of that claim insofar as it relates to SIHPL Shares (the “Initial SIHPL Claim Value”).
If you have received an Initial SIHPL Claim Valuation Notification, it means that you are eligible to participate and/or vote at the S155 Scheme meeting.
For the avoidance of doubt, the Initial SIHPL Claim Value ascribed to your claim has been initially calculated solely in relation to the SIHPL Shares filed in the claim and is not conclusive for the purposes of distribution. No rights can be derived from the Initial SIHPL Claim Value Notification in the context of the distribution. Prior to a distribution being made, the Claims Administrator may re-verify the claim. In respect of that process, you will be entitled to cure any deficiencies and may avail yourself of the full Dispute Committee process for distribution purposes as set out in the S155 Scheme Proposal.
If you believe that the Initial SIHPL Claim Value Notification contains any manifest error or misapplication of the Steinhoff Allocation Plan, pursuant to the SIHPL Section 155 Proposal you must notify the Validation Committee of this by 11:59:59pm SA time on Monday 16 August 2021. The contact details of the Validation Committee are: [email protected]. If you wish to use it, template disagreement wording is available on the Steinhoff Settlement Website (www.steinhoffsettlement.com) via the “s155 Validation Process” tab.

10. I have received a Deficiency Notification from Computershare. What does this mean?

The Deficiency Notification relates solely to the S155 Scheme and is intended to notify you of your ineligibility to participate in and vote at the S155 Scheme meeting, on the basis that one or more deficiencies have been found in respect of the claim submitted by you in the context of the S155 Scheme (i.e. only in respect of your SIHPL Shares).
Please note that the Deficiency Notification does not mean that you are not eligible to receive a distribution from the settlement fund. For distribution purposes, you will be entitled to cure any deficiencies and may avail yourself of the full Dispute Committee process as set out in the S155 Scheme Proposal. If you are able to cure these deficiencies (and any potential further deficiencies that are notified to you by the Claims Administrator at a later stage), you may still be eligible to receive a distribution from the settlement fund. The Claims Administrator will contact you in due course with an outline of the additional information and/or documentation it needs to be able to verify the claim(s) submitted by you for distribution.
If you believe that any deficiency(ies) identified by the Claims Administrator in the Deficiency Notification contains any manifest error or misapplication of the Steinhoff Allocation Plan, pursuant to the SIHPL Section 155 Proposal you must notify the Validation Committee of this by 11:59:59pm SA time on Monday 16 August 2021. The contact details of the Validation Committee are: [email protected]. If you wish to use it, template disagreement wording is available on the Steinhoff Settlement Website (www.steinhoffsettlement.com) via the “s155 Validation Process” tab.

11. If I am eligible for compensation under the Dutch SoP Scheme Proposal and/or S155 Scheme Proposal, how will this be allocated?

Participating claimants are categorised into MPCs, contractual claimants and financial creditors. The Steinhoff Group will make available a total settlement consideration to MPCs of SIHNV and SIHPL and contractual claimants of SIHNV of EUR612.62 million (the “SoP Gross Settlement Fund”), of which the estimated share of MPCs will be EUR442million.
In addition, SIHPL will make available a further separate amount of ZAR 3,213,580,773 to be applied only to SIHPL market purchase claims on a pro rata basis (the “SIHPL MPC Gross Settlement Fund”).
The SoP Gross Settlement Fund and the SIHPL MPC Gross Settlement Fund will be paid by SIHNV and SIHPL, respectively, through SRF: 50 per cent in cash and 50 per cent in shares indirectly owned by SIHNV in the South African entity Pepkor Holdings Limited (“PPH”) at a deemed share price of ZAR15 per share, provided that SIHNV and SIHPL (as applicable) each reserve the option to settle a higher proportion of the consideration in cash.
The SoP Gross Settlement Fund and the SIHPL MPC Gross Settlement Fund will be allocated in accordance with the details set out in the Steinhoff Allocation Plan attached to the Schemes.
In addition, SAHPL will make a contribution to the costs of the ACGs (representatives of MPCs) of up to EUR30million, contingent on certain terms and conditions. SIHNV will also make a contribution to the costs of SRF estimated to be up to EUR16.5million.
SIHPL contractual claimants will be settled at the recovery rates and in the amounts as set out in the S155 Scheme Proposal. By way of variation to the October Settlement Term Sheet, BVI No 1499 (Pty) Limited ("BVI") will receive PPH shares at a deemed price per share of ZAR13 (as opposed to ZAR13.5) and the lock up period applicable to BVI and Cronje claimants has been reduced.
For more information on the terms for recovery from the contribution by Deloitte and the D&Os, please see part 1 above or visit www.steinhoffsettlement.com/settlements-deloitte-and-do.aspx.

12. When will I get paid my settlement consideration?

It is expected that (i) SIHPL contractual claimants will receive their settlement distributions as soon as possible after the Settlement Effective Date (as defined within the Schemes) and (ii) SIHPL MPCs (or SIHNV MPCs under the Dutch SoP Scheme proposal) who do not dispute their claim determination will receive their settlement distribution as soon as reasonably practicable after the Bar Date (as defined within the Schemes) and notification of their (final) claim determination. At the same time, settlement distribution will be made to the SIHNV contractual claimants under the Dutch SoP Scheme Proposal.
SIHPL MPCs (and SIHNV MPCs under the Dutch SoP Scheme proposal) and SIHNV contractual claimants with disputed claim determinations will receive their settlement distributions as soon as reasonably practicable after a binding determination in respect of their claim determination has been made.

Part 3 – Benefits and terms of the Steinhoff Group Settlement

1. What will settlement mean for Steinhoff’s future?

Settlement of the outstanding litigation is essential to secure a future for the Steinhoff Group. Prior to the Steinhoff Group Settlement, Steinhoff’s liabilities exceeded its assets and it had in excess of EUR 9 billion of centrally borrowed financial debt in addition to the claims – this was an unsustainable situation and reducing its indebtedness to a more manageable level was critical to its future. However, at present, the Steinhoff Group was facing legal claims of c. EUR 10 billion and these must be addressed before any plan to deleverage can be developed and implemented.
The Steinhoff Group Settlement will also free up Steinhoff management’s time and resources currently dedicated to the conduct of litigation and settlement negotiations, which could be re-directed towards the ongoing restructuring and improving the Steinhoff Group’s underlying businesses.
The settlement will provide litigation claimants with certainty, compared with the cost and uncertainty of continuing with protracted, expensive and unpredictable court processes in pursuing their claims.

2. How have you arrived at the value of the various settlements and why do you believe it is fair?

Steinhoff has formulated the settlement amounts for various claimant groups in light of the characteristics of, and risks affecting, their claims, the Steinhoff Group’s ability to continue trading and maximise the asset value available to it, and the likely outcomes for claimants if Steinhoff was unable to do so and liquidation ensued.
In respect of ‘Market Purchase Claims’ against Steinhoff, the Steinhoff Group engaged Analysis Group to provide expert advice and to develop a methodology for calculating alleged claims against Steinhoff for the purposes of allocating settlement consideration. Steinhoff believes that this methodology is reasonable and market standard in similar securities litigation cases.
In respect of ‘Contractual Claims’ against Steinhoff, the Steinhoff Group has calculated alleged claims based on a recommended loss methodology developed by its legal and financial advisers.

3. What are the terms of the Steinhoff Group Settlement for the financial creditors?

The SIHNV and SIHPL financial creditors holding claims against SIHNV or SIHPL arising out of, under or in connection with contingent payment undertakings (“CPUs”) or, in the case of SIHPL’s financial creditors, the new S155 Settlement Note (as explained below) (other than creditors holding claims under the Hemisphere International Properties B.V. CPU), will not be eligible to receive any distribution as part of the settlement in respect of their claims arising out of, under or in connection with the SIHNV CPUs and the S155 Settlement Note.
Instead, they have been asked to provide their consent for the Steinhoff Group Settlement and, in the case of SIHNV financial creditors, for their consent to extend the maturity date of the SIHNV CPUs and the underlying debt obligations by 18 months to 30 June 2023 with an option for a further 6-month extension on the approval of a lower CPU creditor voting threshold. The extension of the debt is to provide the Steinhoff Group with the breathing space to implement the settlement. SIHNV financial creditors will also be required to waive any tortious (delictual) claims they may have against the Steinhoff Group, D&O insurers and auditors.
The SIHPL financial creditors have been asked to waive any and all claims against SIHPL arising under, out of or in connection with the SIHPL CPU in consideration for a settlement loan note against SIHPL under the S155 Scheme that will be eligible for payment over time (the “S155 Settlement Note”). SIHPL financial creditors have also been required to waive any tortious (delictual) claims they may have against the Steinhoff Group, D&O insurers and auditors. Under the S155 Settlement Note, the SIHPL financial creditors agree that (i) their rights of recourse in respect of their claims will be limited to the assets ultimately available to meet them so that the ultimate levels of recovery on their claims will depend on the value of such assets, will remain uncertain and may differ materially from the absolute amounts of their claims and (ii) such limited recourse claims will be subject to third ranking security granted by SIHPL. An update in this respect was contained in the July 2021 Settlement Term Sheet and in this regard we refer you to the 'Summary Amendments to the terms of the Steinhoff Group Settlement' available on www.steinhoffsettlement.com/case-documents.aspx.
SIHNV financial creditors will maintain their rights under the SIHNV CPUs and be granted security over SIHNV’s shares in a subsidiary (Steinhoff Investment Holdings Limited) in respect of their post-settlement claims. Conversely, they have agreed that their rights of recourse in respect of their claims will be limited to the assets ultimately available to meet them so that the ultimate levels of recovery on their claims will depend on the value of such assets, will remain uncertain and may differ materially from the absolute amounts of their claims. Moreover, the SIHNV financial creditors will extend the maturities under the SIHNV CPUs to 30 June 2023, with the possibility of a further six months’ extension, in case of the successful implementation of the Steinhoff Group Settlement.

4. If a claimant still holds Steinhoff shares from before December 2017, do they have to give them back in exchange for the settlement consideration?

Claimants are entitled to keep the SIHNV shares they currently own.

5. Will all shareholders that purchased shares on the open market be treated equally in the settlement?

All shareholders that purchased Steinhoff shares resulting in eligible claims against SIHPL and/or SIHNV will be treated equally, taking into account the date on which they purchased shares and the assumed inflation of the share price on that date in accordance with the inflation methodology (as set out in the Steinhoff Allocation Plan).

6. How are individual / retail shareholders being catered for?

The Public Investment Corporation and other asset managers that invested on behalf of pension funds are all able, and are encouraged, to participate in the settlement.
As a key purpose of the settlement is to allow for the continued operations of the Steinhoff Group, there is also an opportunity for those individuals who are still shareholders of SIHNV to realise value on their investments.

7. Why are the SIHPL Contractual Claimants getting a higher recovery than the MPCs?

Contractual claimants assert claims based on direct dealings with Steinhoff culminating in a contract for the acquisition of shares by exchange, subscription or purchase.
Specifically, such claimants assert legal entitlements to rescind or cancel contracts on the alleged basis that they were entered into as a result of misrepresentations by Steinhoff’s representatives in pre-contractual negotiations and seek to claim back from Steinhoff the consideration paid for the shares; alternatively they seek to claim damages in lieu of cancellation or restitution of that consideration.
The methodology pursuant to which the contractual claimants are compensated reflects the legal nature of these claims.
By contrast, market purchase claimants did not deal directly or contract with Steinhoff when they acquired shares. Such claims face material legal complexity relative to contractual claims.
As the recent South African judgment in the De Bruyn case shows, an absence of direct dealing with Steinhoff means there are higher legal hurdles for market purchase claimants in establishing that SIHPL owed them legal liability in respect of their share purchases. Such claimants may also face obstacles with respect to evidencing reliance on the alleged misrepresentations at the time that they transacted, and establishing or quantifying recoverable loss. The differentiation in recoveries at SIHPL between market purchase claimants and contractual claimants reflects these material legal uncertainties and the material litigation risk affecting the market purchase claims.
The settlement terms propose that market purchase claimants be compensated with reference to a methodology that estimates the extent of the price “inflation” in their shares attributable to alleged misrepresentations in Steinhoff’s public disclosures at the time that they acquired the relevant shares from third parties in the market. This type of methodology is a recognised basis of assessing the quantum of claims of class action securities claimants and allocating settlement consideration amongst them, and Steinhoff considers it the appropriate approach to use here.

8. Why is the pay-out so low relative to the claims?

It has always been Steinhoff’s intention to provide some degree of value for shareholders who held shares at 5 December 2017 and who suffered losses. Any settlement needs to be considered against the background of the financial position of the Steinhoff Group and its very significant levels of financial indebtedness and the effect of adverse currency movements, as well as certain legal uncertainties affecting the claims. Steinhoff believes the terms are fair and realistic in the circumstances.
A global settlement of litigation claims was contemplated when the Steinhoff Group’s EUR 9.2 billion financings were restructured and extended by agreement of its financial creditors in August 2019.
The terms of the settlement represent value for claimants materially in excess of the permission granted by financial creditors for such a settlement at that time and will therefore require fresh consent from financial creditors, who will also be required to make certain further concessions, including the extension to the maturity of their loans to the Group by 18 months (with an option to extend for a further 6 months on further lender consent). For more information on the lender consent process, please refer to part 1, question 1.

9. Couldn’t you sell down more of PPH and increase the pay-outs?

PPH remains a key strategic asset of the Steinhoff Group, and it is important for the preservation of value for all stakeholders that Steinhoff retains a substantial shareholding in PPH.
The total available for settlement has to take into account the claims of all stakeholders, including the financial creditors (whose support is critical for the success of any implementation).

10. How much debt does the Steinhoff Group have and what is the current net asset value?

The Steinhoff Group had total borrowings in excess of EUR 11.2 billion as at 30 September 2021, made up of EUR 1.4 billion at OpCo level and EUR 9.8 billion within Corporate and Treasury services (which continue to accrue interest).
Please see the Annual Report for the year ended 30 September 2021, which was published on 15 December 2021, and which is available to download at the following web-address: https://www.steinhoffinternational.com/annual-reports.php.

Steinhoff Allocation Plan Frequently Asked Questions

In this section, you will find Frequently Asked Questions about the allocation plan that is set out at Schedule 3 (Steinhoff Allocation Plan) to the Dutch SoP Scheme and as referred to in the S155 Scheme (the “Steinhoff Allocation Plan”). Capitalised terms used but not defined in this Frequently Asked Questions section have the meaning given to them in the Steinhoff Allocation Plan.

These Frequently Asked Questions have been published to assist claimants with SIHNV’s and SIHPL’s global settlement of claims (the “Steinhoff Group Settlement”) and are only non-binding guidance for MPC Claimants and should be read in conjunction with the SIHNV’s composition plan as submitted in the Dutch SoP (“Dutch SoP Scheme”) and SIHPL’s plan under the South African S155 (“S155 Scheme”) (together the “Schemes”) (including the Steinhoff Allocation Plan), as applicable. If there is an inconsistency between these Frequently Asked Questions and the Schemes (including the Steinhoff Allocation Plan), the provisions of the Schemes (including the Steinhoff Allocation Plan) will prevail.

Please note that the answers do not constitute legal advice. Please consider the terms of the Schemes carefully to make sure you understand your position. The Schemes are complex documents and claimants should obtain independent legal, financial and tax advice in relation to the Schemes and the claim administration Only the Schemes (including the Schedules and Annexes thereto) contain the terms and conditions on the basis of which any claimant may or may not hold any entitlement to any distribution. These Frequently Asked Questions are not intended to reflect all of such terms and conditions and do not in any way alter, modify, supplement or otherwise grant such right or obligation to any claimant, any member of the Steinhoff Group or the SRF (as defined below). This is a document that in itself does not have any legal power or authority. None of the Steinhoff entities nor their advisers are providing any advice to the claimants or any other party.

A. What is the Steinhoff Allocation Plan and how does it apply to me?

1. What is the Steinhoff Allocation Plan?

The Steinhoff Allocation Plan explains how:

the value of each MPC Claimant’s claim against Steinhoff will be calculated; and
the amount of money each MPC Claimant is entitled to receive in settlement of their respective claim will be allocated.

The amount of money you receive will be based on the value of your claim and will be a proportionate share of the EUR 612,620,000 that will be made available (minus certain costs and expenses) to settle eligible claims brought by MPC Claimants against SIHNV and/or SIHPL and claims brought by certain Contractual Claimants against SIHNV (this is referred to in the Dutch SoP Scheme as the “SoP Settlement Fund”).

The exact share of the SoP Settlement Fund to which you may be entitled cannot be calculated yet as it depends on, among other things, the total value of all relevant claims that are admitted against SIHNV and/or SIHPL and reviewed by the Claims Administrator. At present, it is not known how many MPC Claimants have eligible claims against SIHNV and/or SIHPL and so it is not possible to predict with certainty the total value of all relevant claims that are to be admitted and reviewed.

Please refer to question 9 for an illustration of how an MPC Claimant’s share of the SoP Settlement Fund will be calculated in practice.

In addition, if you purchased shares before the Scheme of Arrangement, and have a positive SIHPL MPC Claim Value, you may be entitled to receive recovery from the SIHPL MPC Settlement Fund as described in the Steinhoff Allocation Plan. Such recovery will be in addition to the recovery from the SoP Settlement Fund.

Please refer to questions 10 and 11 for more information on the SIHPL MPC Settlement Fund and for an illustration of how an MPC Claimant’s share of this will be calculated in practice.

2. What are the “Steinhoff Shares”?

“Steinhoff Shares” comprise:

common stock shares in Steinhoff International Holdings N.V. (“SIHNV”) with ISIN NL0011375019 (“SIHNV Shares”); and
ordinary shares in Steinhoff International Proprietary Limited (“SIHPL”) with ISIN ZAE000016176 (“SIHPL Shares”).

3. What is an “MPC Claimant” and how do I know whether I am one?

“MPC” stands for market purchase claim. An “MPC Claimant” is someone who has an “MPC Relevant Claim”. An MPC Relevant Claim is a claim against SIHPL and/or SIHNV relating to alleged accounting irregularities and arising as a result of purchasing or acquiring or having a transfer in (as defined below) of Steinhoff Shares prior to the close of business on 6 December 2015 (in the case of SIHPL) or prior to the close of business on 5 December 2017 (in the case of SIHNV) and in each case continuing to hold SIHNV Shares deriving from such purchases (or transfers in) at the close of business on 5 December 2017.

In summary, you may be an MPC Claimant if you:

acquired SIHPL Shares listed on the Johannesburg Stock Exchange (“JSE”) between open of business on 2 March 2009 and close of business on 6 December 2015; and/or
acquired SIHNV Shares listed on the JSE or the Frankfurt Stock Exchange (“FSE”) between close of business on 6 December 2015 and close of business on 5 December 2017; and/or
were not the original purchaser of the relevant shares, but had these transferred to you, for example because of a gift or inheritance (i.e. a “transfer in”); and
in each case, continued to hold at least some of those shares (or, in the case of SIHPL Shares, some of the SIHNV Shares received in exchange for them) at close of business on 5 December 2017.

4. I acquired SIHPL Shares listed on the Johannesburg Stock Exchange before open of business of 2 March 2009. Will I have a claim?

You may be eligible for compensation under the Steinhoff Allocation Plan if you acquired SIHPL Shares, listed on the JSE, prior to open of business of 2 March 2009, or subsequently received such share by way of a transfer, (which were subsequently converted to SIHNV Shares) and held at least some of those SIHNV Shares until close of business on 5 December 2017.

This is referred to as a “Holder Claim” in the Steinhoff Allocation Plan and will be valued at EUR 0.01 per share still held at close of business on 5 December 2017.

5. Who is entitled to compensation in accordance with the Steinhoff Allocation Plan?

You may be entitled to compensation if:

you are an MPC Claimant;
you continued to hold Steinhoff Shares at close of business on 5 December 2017;
your claim has a positive value (as initially determined by the Claims Administrator);
you filed your claim with sufficient evidence and in a valid and timely manner; and
your claim was accepted by the SRF as an MPC Relevant Claim (please refer to question 13 of the Frequently Asked Questions for further details on the SRF).

Your claim will have a positive value if the Estimated Inflation for the Steinhoff Shares you purchased or had transferred into your account(s) during the Relevant Period (excluding purchases on 6 December 2017) is higher than the Estimated Inflation for the Steinhoff Shares you sold or transferred out of your account(s) during the Relevant Period (i.e. the period commencing on 2 March 2009 through to close of business on 6 December 2017). Please refer to section D (How will my claim be calculated?) for guidance on how this is calculated in practice.

You may also be entitled to compensation if you have a Holder Claim, i.e.:

you acquired SIHPL Shares listed on the JSE prior to open of business of 2 March 2009 (which were subsequently converted to SIHNV Shares); and
you held at least some of those SIHNV Shares until close of business on 5 December 2017.

6. What is a “SIHPL MPC Claimant” and how do I know whether I am one?

A “SIHPL MPC Claimant” is someone who has a “SIHPL MPC Relevant Claim”. A SIHPL MPC Relevant Claim is a claim against SIHPL relating to alleged accounting irregularities and arising as a result of purchasing or acquiring or having a transfer in (as defined above) of SIHPL Shares prior to the close of business on 6 December 2015 (which were subsequently converted to SIHNV Shares pursuant to the Scheme of Arrangement) and continuing to hold SIHNV Shares deriving from such purchases (or transfers in) at the close of business on 5 December 2017.

In summary, you may be a SIHPL MPC Claimant if you:

acquired SIHPL Shares listed on the JSE between open of business on 2 March 2009 and close of business on 6 December 2015 (which were subsequently converted to SIHNV Shares); and/or
acquired SIHPL Shares listed on the JSE prior to open of business of 2 March 2009 (which were subsequently converted to SIHNV Shares); and/or
were not the original purchaser of the relevant shares, but had these transferred to you, for example because of a gift or inheritance; and

in each case, continued to hold at least some of the SIHNV Shares received in exchange for the SIHPL Shares at close of business on 5 December 2017.

If you are a SIHPL MPC Claimant, you may be entitled to additional compensation under the Steinhoff Allocation Plan, provided that:

you continued to hold Steinhoff Shares at close of business on 5 December 2017;
your claim has a positive value (as initially determined by the Claims Administrator);
you filed your claim with sufficient evidence and in a valid and timely manner; and
your claim was accepted by the SRF as a SIHPL MPC Relevant Claim (please refer to question 13 of the Frequently Asked Questions for further details on the SRF).

For the avoidance of doubt, if you are a SIHPL MPC Claimant, you will also be an MPC Claimant.

7. What is “Estimated Inflation”?

The estimated amount by which Steinhoff Shares were allegedly inflated in value has been calculated to provide an Estimated Inflation amount for each day in the Relevant Period (i.e. the period commencing on 2 March 2009 through to close of business on 6 December 2017).

MPC Claimants’ claims will be calculated by reference to the Estimated Inflation on the days they purchased or sold shares (or, in the case of a transfer in or a transfer out, by reference to the Estimated Inflation on the date that the Steinhoff Shares were originally purchased for consideration (the “Original Purchase”)). An overview of the Estimated Inflation per day is attached to the Steinhoff Allocation Plan (see Annex 2 (Daily Average Share Price Inflation)).

8. What is the relevance of the Schemes, and how can I find out which applies to me?

The Steinhoff Group Settlement has been given effect to using two court proceedings:

proceedings (referred to as the “South African S155”) under section 155 of the South African Companies Act 71 of 2008, which has been used to give effect to the settlement of claims against SIHPL; and
Dutch suspension of payment (referred to as the “Dutch SoP”) proceedings, which has been used to give effect to the settlement of claims against SIHNV.

The Dutch SoP Scheme and the S155 Scheme are the documents which set out the terms of the Steinhoff Group Settlement that were approved by the courts in the relevant proceedings.

If you have a claim against SIHNV (i.e. because you purchased or acquired SIHNV Shares or had these transferred to you in the period from 7 December 2015 and continued to hold these until close of business on 5 December 2017), the Dutch SoP Scheme will apply to you.

If you have a claim against SIHPL (i.e. because you purchased SIHPL Shares (or had these transferred to you) in the period prior to 6 December 2015 and continued to hold SIHNV Shares received in exchange for such SIHPL Shares until close of business on 5 December 2017), the S155 Scheme will apply to you.

If you have claims against SIHNV and SIHPL, both the Dutch SoP Scheme and the S155 Scheme will apply to you with respect to the relevant element of your claim. Please refer to the Claim Form available at www.steinhoffsettlement.com for further information on how to submit your claim in the respective proceedings.

9. How will the settlement payment be allocated?

The amount of the settlement payment you receive (your “Steinhoff MPC Settlement Payment Share”) will be a proportion of the value of your claim as calculated by the Claims Administrator and finally determined by the SRF in accordance with the Steinhoff Allocation Plan (your “Claim Value”).

The exact proportion to which you may be entitled cannot be calculated yet. This is because the settlement funds made available by Steinhoff are fixed at EUR 612,620,000 (minus certain costs and expenses) (referred to as the SoP Settlement Fund), and it must be shared between all MPC Claimants and the SIHNV contractual claimants. Your settlement payment is, therefore, contingent on the total value of claims that are accepted.

The total aggregated Claim Value will be used to determine your Steinhoff MPC Settlement Payment Share.

If you are a SIHPL MPC Claimant, i.e. (part of) your claim arises from purchases of SIHPL Shares, you may also be entitled to a payment from the SIHPL MPC Settlement Fund (the “SIHPL Steinhoff MPC Settlement Payment Share”). We explain this further in questions 10 and 11.

The following are illustrations of how the Steinhoff MPC Settlement Payment Share will be calculated in practice:

Example A

If the actual value of accepted Claims is EUR 6,300m, and reservations are made in respect of a further asserted or estimated value of EUR 700m in Claims which are disputed, an MPC Claimant with a determined Claim Value of EUR 1.5m will be entitled to payment as follows:
This would represent a recovery of approximately 8.75% on the Claim Value of the SIHNV MPC Claimant.

Example B

If the actual value of accepted Claims is EUR 5,400m, and reservations are made in respect of a further asserted or estimated value of EUR 600m in Claims which are disputed, a SIHNV MPC Claimant with a determined Claim Value of EUR 1.5m will be entitled to payment as follows:
This would represent a recovery of approximately 10.2% on the Claim Value of the SIHNV MPC Claimant.

Please note that the EUR 612,620,000 settlement fund reflected in the above examples may decrease in light of deductions for certain costs and expenses.

For further information on the calculation of the Steinhoff MPC Settlement Payment Share, please refer to Part V (Distribution of the SoP Settlement Fund) of the Steinhoff Allocation Plan.

10. When am I entitled to a payment from the SIHPL MPC Settlement Fund?

If you are a SIHPL MPC Claimant and your claim has a positive Claim Value, you may be entitled to receive recovery from the SIHPL MPC Settlement Fund as described in the Steinhoff Allocation Plan. Such recovery will be in addition to the recovery from the SoP Settlement Fund.

11. How will the SIHPL MPC Settlement Fund be allocated?

The amount of the settlement payment you receive (your “SIHPL Steinhoff MPC Settlement Payment Share”) will be a proportion of the value of your SIHPL Relevant MPC Claim as calculated by the Claims Administrator and finally determined by the SRF in accordance with the Steinhoff Allocation Plan (your “SIHPL MPC Claim Value”).

The exact proportion to which you may be entitled cannot be calculated yet. This is because the settlement funds made available by Steinhoff are fixed at ZAR 3,214m (minus certain costs and expenses) (referred to as the SIHPL MPC Settlement Fund), and it must be shared between all SIHPL MPC Claimants. Your settlement payment is therefore contingent on the total value of SIHPL MPC Relevant Claims that are accepted.

The value of your SIHPL MPC Relevant Claims will be used to determine your SIHPL Steinhoff MPC Settlement Payment Share. The allocation calculation and logic is identical to that described in question 9 above, except that only SIHPL MPC Relevant Claims are entitled to payment and included in the calculation.

Example

If the actual value of accepted SIHPL MPC Relevant Claims is ZAR 25,000m, and reservations are made in respect of a further asserted or estimated value of ZAR 8,500m in Claims which are disputed, a SIHPL MPC Claimant with a determined SIHPL MPC Claim Value of ZAR 85m will be entitled to payment as follows:

This would represent a recovery of approximately 9.6% on the SIHPL MPC Claim Value of the SIHPL MPC Claimant, which is in addition to the recovery described above in question 9.

B. Who are the key people and organisations involved?

13. What is the SRF and what will be its role?

The Steinhoff Recovery Foundation (or “SRF”) is a Dutch foundation (stichting) which has been established as an independent entity governed by a board of newly appointed directors with majority independence from the Steinhoff Group. A Dutch foundation (stichting) entity has no shareholders so is not owned by any person or organisation. The role of the SRF is (in brief) to administer and oversee the distribution of the settlement payments to eligible MPC Claimants and relevant contractual claimants subject to the SRF and Claims Administration Conditions. The “SRF and Claims Administration Conditions” govern, amongst other things, how the SRF and the Claims Administrator will receive, supervise, monitor, hold, administer and execute the distribution and/or repayment of the settlement funds.

14. Will the SRF be independent of Steinhoff?

The SRF is governed by a board of three newly appointed directors, with two directors being entirely independent of the Steinhoff Group. The chairperson is independent and has a casting vote in case of a tie in decision making.

15. Who is the Claims Administrator and what is their role?

The SRF has engaged a Claims Administrator (Computershare) to assist with the claims administration and to validate claims. The Claims Administrator is an entity that is independent of SIHNV, SIHPL and all other Steinhoff Group Companies. The role of the Claims Administrator is to assist the SRF with the implementation of the Steinhoff Group Settlement, including by:

reviewing claims submitted by MPC Claimants;
calculating the Claim Values for final determination by SRF; and
assisting the SRF with the distribution of compensation to eligible MPC Claimants.

If there is anything about any of the documents or supporting evidence that you are unsure about, please give the Claims Administrator a call on:

Toll-free US number: +1 866-559-7591
UIFN toll-free international number: +49 (0) 800-2667-8831
Toll-free South Africa number: +27 (0) 860 024 737
Lines are open weekdays between 8am and 4:30pm SAST.

There are trained personnel on the other side who will be able to assist you in filling out the forms correctly. In any event, we urge you to consider seeking independent legal advice prior to submitting your claim.

If the Claims Administrator needs any more details from you during the process, for example if your information appears to be incorrect or any supporting documentation is missing, they will let you know by email (at the address you have provided in your submitted Claim Form). Please respond to these requests in a timely manner, and in any event within 30 Business Days of the request. If you fail to do so, you risk the rejection of your claim.

16. Who will contact me in respect of acceptance or rejection of my claim?

After submitting your claim to the Claims Administrator, the Claims Administrator will review your claim. If there are certain deficiencies in respect of your claim or the documents submitted as evidence, the Claims Administrator will contact you directly. Based on the claims review process of the Claims Administrator, the SRF will determine whether to reject or accept your claim and, if accepted, for what Claim Value (the “Claim Determination”). The Claims Administrator will inform you of this Claim Determination on behalf of the SRF.

If you disagree with the Claim Determination, you should let the SRF know as soon as possible, and in any event within 30 Business Days after the Claims Administrator notified you of the Claim Determination. For an explanation of the disputes process, please refer to the Dispute Committee Rules that can be found at www.steinhoffsettlement.com.

17. Who can I contact if I have any questions?

If you have any questions about the Steinhoff Allocation Plan or about the Steinhoff Group Settlement more generally, please contact the Claims Administrator on:

C. How should I make a claim?

18. What do I have to do to submit my claim for review by the Claims Administrator?

If you have signed up with a Claimant Representative, please get in touch with your contact person at that Claimant Representative.

Otherwise, please fill in the online Claim Form available at www.steinhoffsettlement.com and submit this, along with the relevant supporting evidence listed in the Claim Form, via the online portal by the Bar Date. Further details in this regard are contained in the Schemes and the schedules thereto (especially Schedule 2 to the SRF and Claims Administration Conditions (Required Claim Information). These SRF and Claims Administration Conditions are available at www.steinhoffsettlement.com.

We understand that completing the Claim Form and gathering the supporting evidence may be time consuming. However, the purpose of the Claim Form and supporting evidence is to make sure that the Claims Administrator has all the information it needs to accurately value your claim. If your claim is submitted without the required documentation, you risk the rejection of your claim. If your claim is not submitted in a timely manner, your claim will be rejected.

19. What is the “Claim Form” and where can I find it?

The Claim Form is the document that must be completed, signed and sent to the Claims Administrator via the online portal by the Bar Date in order for MPC Claimants’ claims to be considered. It can be found at www.steinhoffsettlement.com. If you are unable to access or complete the online Claim Form, please contact the Claims Administrator on:

Toll-free US number: +1 866-559-7591
UIFN toll-free international number: +49 (0) 800-2667-8831
Toll-free South Africa number: +27 (0) 860 024 737
Lines are open weekdays between 8am and 4:30pm SAST.

20. Is there a deadline by which I must submit my claim?

Claim Forms must be submitted by the “Bar Date”, this being the date falling three months after the date on which the Dutch SoP Scheme and S155 Scheme became effective (the “Settlement Effective Date”). The Bar Date is 23:59:59 (SAST) on 15 May 2022.

21. What will happen if I do not file a Claim Form?

You will not receive any compensation if you do not submit a valid Claim Form to the Claims Administrator by the Bar Date. After the Bar Date, your claim against SIHNV and/or SIHPL will be forever barred, and also you can no longer claim for compensation in the Steinhoff Group Settlement.

22. If I do not file a Claim Form, will I be able to pursue SIHNV or SIHPL in court for an MPC Relevant Claim?

No. The Steinhoff Group Settlement has resulted in the full and final release of all MPC Relevant Claims against the Steinhoff Group Companies arising as a result of the alleged accounting irregularities. Due to the nature of the court proceedings being used to give effect to the Steinhoff Group Settlement, this will include the claims of those MPC Claimants who did not participate in the Steinhoff Group Settlement.

This means that, if you choose not to file a Claim Form (or you fail to file a valid Claim Form by the Bar Date):

you will NOT be entitled to receive any compensation as part of the Steinhoff Group Settlement; and
you will NOT be entitled to claim any compensation in (legal) proceedings for an MPC Relevant Claim against SIHNV or SIHPL after the Settlement Effective Date.

23. Why am I being asked to provide ID?

It is a requirement that all claimants who submit claims before the relevant deadline(s) provide the Claims Administrator with the following identity document(s):

For natural persons (i.e. individuals): a photocopy of their identity book/card (applicable to South African MPC Claimants only) or passport;
For corporate entities: photocopies of the registration/incorporation documents; and
For trusts: photocopies of the trust deed and the letters of authority of trustees.

This is necessary in order to allow the Claims Administrator to carry out its verification checks.

If you fail to provide the necessary identity documents when you file your Claim Form, the Claims Administrator will contact you to request them – this may cause a delay to the processing of your claims.

Your privacy is important to us. Please contact the Claims Administrator if you have any questions about how your personal data will be processed.

24. What is the significance of the 6 December 2015, 5 December 2017 and 6 December 2017 dates?

Close of business on 6 December 2015 was when you could last purchase or acquire shares in SIHPL, and therefore have a claim against SIHPL. At open of business on 7 December 2015 the shares in SIHPL were exchanged for shares in SIHNV through the Scheme of Arrangement. Any shares purchased or acquired after open of business on 7 December 2015 would result in claims against SIHNV.

5 December 2017 and 6 December 2017 are the dates on which Steinhoff made the following “curative disclosures”, in the form of press releases, in which it identified the presence of suspected accounting irregularities and provided estimates of the potential overstatement of the value of its assets:

after the market closed on 5 December 2017, SIHNV disclosed that it had discovered accounting irregularities and that CEO Markus Jooste had tendered his resignation with immediate effect; and
after the market closed on 6 December 2017, SIHNV announced that it had identified issues with the “validity and recoverability” of “circa €6bn” in assets.

In addition, Steinhoff made a “partial” curative disclosure of the alleged accounting irregularities on 4 December 2017 with an announcement that the forthcoming annual financial statements would be disclosed in unaudited form.

These three dates are used by SIHNV’s and SIHPL’s economic expert, Analysis Group, to estimate the alleged inflation (the “Estimated Inflation”) in the Steinhoff Shares during the Relevant Period (i.e. the period commencing on 2 March 2009 through to close of business on 6 December 2017), which is in turn used to calculate the Claim Value of each MPC Claimant’s claim.

It is important to note that Steinhoff denies any wrongdoing.

25. I held Steinhoff Shares in multiple trading accounts. Am I permitted to submit a separate Claim Form for each trading account?

No. You should submit one Claim Form for the total of your claims across all of your trading accounts.

If it becomes apparent to the Claims Administrator that you (or your representative) have filed two or more Claim Forms in respect of different accounts held by you, the Claims Administrator will be in touch with you (or your representative) to notify you that the claims have not been aggregated and that this needs to be rectified. In such cases, if you fail to aggregate the claims within the time specified by the Claims Administrator in the notice, your claims may be rejected in whole or in part.

26. I held SIHPL Shares and SIHNV Shares. Do I need to submit separate Claim Forms?

No. You should submit one Claim Form regardless of whether your claims relate to SIHNV Shares or SIHPL Shares.

27. What is a duplicate claim and how will duplicate claims be dealt with?

It may be the case that two or more parties request compensation for the same share transaction. In this case, the Claims Administrator will investigate who is entitled to bring the claim in accordance with the SRF and Claims Administration Conditions. If the processes described in the SRF and Claims Administration Conditions will not lead to a solution, the SRF will inform the parties who submitted the duplicate claims to come to an amicable solution. If such solution cannot be reached within 20 Business Days, the SRF will submit the dispute to the dispute committee (the Dispute Committee Rules can be found in the settlement website www.steinhoffsettlement.com).

D. How will my claim be calculated?

Please note that these examples are illustrative only and do not give any guarantee as to the total amount that you may be entitled in respect of your MPC Relevant Claims. No rights can be derived from these examples. The determination of the Claim Value of your MPC Relevant Claims will, among other things, depend on the documentary evidence provided with the Claim Form. Further examples of how an MPC Claimant’s Claim Value is calculated can be found at Annex 3 (Sample Calculations) of the Steinhoff Allocation Plan.

28. What is the difference between my MPC Claim Value and my SIHPL MPC Claim Value?

Your MPC Claim Value is the total value of your MPC Relevant Claim against both SIHNV and SIHPL. Assuming you are an MPC Claimant and your claim has a positive MPC Claim Value, you may be entitled to receive recovery from the SoP Settlement Fund as described in the Steinhoff Allocation Plan (see question 9 above).

Your SIHPL MPC Claim Value is the value of your MPC Relevant Claim against SIHPL. Assuming you are a SIHPL MPC Claimant (i.e. because you, among other things, purchased some or all of your Steinhoff Shares before the Scheme of Arrangement) and you have a positive SIHPL MPC Claim Value, you may be entitled to receive recovery from the SIHPL MPC Settlement Fund as described in the Steinhoff Allocation Plan (see question 11 above). Such recovery will be in addition to the recovery from the SoP Settlement Fund.

29. If I have an MPC Relevant Claim, will I receive a payment from the SIHPL MPC Settlement Fund?

You are only eligible to receive a payment from the SIHPL MPC Settlement Fund if you have a SIHPL MPC Relevant Claim. You will have a SIHPL MPC Relevant Claim if you are a SIHPL MPC Claimant, meaning you (among other things) purchased some or all of your Steinhoff Shares before the Scheme of Arrangement, and you have a positive SIHPL MPC Claim Value.

30. I purchased Steinhoff Shares during the Relevant Period and held these until close of business 5 December 2017. I did not sell any Steinhoff Shares during the Relevant Period. Do I have an MPC Relevant Claim?

In order to have an MPC Relevant Claim, your claim must have a positive value. Your claim will have a positive value if the Estimated Inflation for the Steinhoff Shares you purchased (or had transferred to you) during the Relevant Period (excluding purchases on 6 December 2017) is higher than the Estimated Inflation for the Steinhoff Shares you sold (or transferred out) during the Relevant Period. The Claims Administrator will calculate this when you file your Claim Form.

Based on these facts, you should have a positive MPC Relevant Claim and you may therefore be eligible for a Steinhoff MPC Settlement Payment Share. This is because you have not sold or transferred out any Steinhoff Shares and so the Estimated Inflation for the Steinhoff Shares you purchased has not been offset by any Estimated Inflation generated by a sale.

The following example shows how this would be calculated in practice:

31. I purchased Steinhoff Shares during the Relevant Period and held some of these until close of business 5 December 2017. I also sold Steinhoff Shares during the Relevant Period. Do I have an MPC Relevant Claim?

For example, the following MPC Claimant has a positive MPC Relevant Claim and is therefore eligible for a Steinhoff MPC Settlement Payment Share:
By contrast, the MPC Claimant in this example has a negative MPC Relevant Claim (because the Estimated Inflation of the Steinhoff Shares sold is higher than the Estimated Inflation of the Steinhoff Shares purchased) and is therefore ineligible for an allocation of the SoP Settlement Fund:

32. I purchased Steinhoff Shares before the Relevant Period and held these until close of business on 5 December 2017. Will this affect the value of my MPC Relevant Claim?

If you purchased (or had transferred to you) Steinhoff Shares before 2 March 2009 and held some or all of these shares at close of business on 5 December 2017, you will have a Holder Claim. Holder Claims will be attributed a Claim Value of EUR 0.01 per share (or the ZAR equivalent, as applicable) for the purposes of the Claims Administrator’s calculations.

The following example shows how this would be calculated in practice:

In this example, the MPC Claimant has a positive MPC Relevant Claim and is therefore eligible for a Steinhoff MPC Settlement Payment Share.

For more information on Holder Claims, please refer to paragraph 24 of the Steinhoff Allocation Plan.

33. I purchased shares before the Scheme of Arrangement, but then sold all my shares after the Scheme of Arrangement (and prior to 5 December 2017). Do I have a SIHPL MPC Relevant Claim?

No. In order to have a SIHPL MPC Relevant Claim, you must have held Steinhoff Shares until close of business on 5 December 2017 and have a positive Claim Value. As such, despite acquiring shares prior to the Scheme of Arrangement, you do not have a SIHPL MPC Relevant Claim.

34. I sold and/or transferred out all my shares during the Relevant Period. Do I have an MPC Relevant Claim?

No. In order to have an MPC Relevant Claim, you must have held Steinhoff Shares as at close of business on 5 December 2017.

For the avoidance of doubt, transfers in and out of accounts owned by the same legal entity or beneficial owner (for example in circumstances where there has been a change in custodian) will have no impact on the value of an MPC Relevant Claim

35. I sold and/or transferred out a significant proportion of my Steinhoff Shares during the Relevant Period. Do I have an MPC Relevant Claim?

In order to have an MPC Relevant Claim, your claim must have a positive value. Your claim will have a positive value if the Estimated Inflation for the Steinhoff Shares you purchased (or had transferred to you) during the Relevant Period (excluding purchases on 6 December 2017) is higher than the Estimated Inflation for the Steinhoff Shares you sold (or transferred out) during the Relevant Period. The Claims Administrator will calculate this when you file your Claim Form.

For the avoidance of doubt, transfers in and out of accounts owned by the same legal entity or beneficial owner (for example in circumstances where there has been a change in custodian) will have no impact on the value of an MPC Relevant Claim.

36. I only sold and/or transferred out a small proportion of my Steinhoff Shares during the Relevant Period, but the Steinhoff Allocation Plan suggests I do not have an MPC Relevant Claim. Why is this?

In order to have an MPC Relevant Claim, your claim must have a positive value. Your claim will have a positive value if the Estimated Inflation for the Steinhoff Shares you purchased (or had transferred to you) during the Relevant Period (excluding purchases on 6 December 2017) is higher than the Estimated Inflation for the Steinhoff Shares you sold (or transferred out) during the Relevant Period. The Claims Administrator will calculate this when you file your Claim Form.

If you acquired Steinhoff Shares during a period of low inflation and sold (or transferred out) Steinhoff Shares during a period of high inflation, this is likely to result in a negative Claim Value because the Estimated Inflation from your sales (or transfers out) fully offsets the Estimated Inflation from your purchases (or transfers in). As such, you may not have an MPC Relevant Claim even if you only sold (or transferred out) a small proportion of your Steinhoff Shares.

The following example shows how this would be calculated in practice:

37. I sold and/or transferred out all my Steinhoff Shares after the end of the Relevant Period. Do I have an MPC Relevant Claim?

You may have an MPC Relevant Claim if you acquired Steinhoff Shares during the Relevant Period, held them until close of business on 5 December 2017 and you have a positive Claim Value. It is immaterial that you sold (or transferred out) the Steinhoff Shares after the end of the Relevant Period.

However, a sale of Steinhoff Shares on 6 December 2017 may impact your Claim Value as follows:

equivalent sales and purchases of Steinhoff Shares on 6 December 2017 will be matched such that the aggregate Estimated Inflation for such transactions is EUR 0.00; and
any additional sales of Steinhoff Shares on 6 December 2017 (which are net of purchases of Steinhoff Shares on 6 December 2017) will be ascribed an Estimated Inflation of EUR 0.471 (this being the Estimated Inflation on 6 December 2017) and will be deducted from the aggregate Claim Value.

The following examples show how this would be calculated in practice:

The following MPC Claimant sold shares on a net basis on 6 December 2017 and the inflation value of these net sales offset the positive MPC Relevant Claim from the Relevant Period purchase:
In contrast, the following MPC Claimant bought shares on a net basis on 6 December 2017 and no inflation value for these net purchases is considered in estimating the MPC Relevant Claim:

38. I purchased Steinhoff Shares on 6 December 2017. Why have these been excluded from the Steinhoff Allocation Plan?

SIHNV Shares purchased on 6 December 2017 are not considered to have been purchased at inflated prices, because such purchases are deemed to be speculative in light of the disclosure made after market close on 5 December 2017.

39. I purchased and sold Steinhoff Shares during the Relevant Period but I cannot prove the exact date on which I purchased or sold some of those shares. Will this affect the value of my MPC Relevant Claim?

If you cannot prove the exact date on which you purchased or sold the Steinhoff Shares, the calculation of your Claim Value will be based on:

the lowest Estimated Inflation for the period over which you can prove you purchased Steinhoff Shares; and
the highest Estimated Inflation for the period over which you can prove you sold Steinhoff Shares.

For example:

You recall purchasing 100 Steinhoff Shares on 1 February 2015. You have no evidence for this but you can provide a November 2014 account statement showing you didn’t own the shares and a March 2015 account statement showing you now own the shares. In this case, the Claims Administrator will assume, for the purposes of calculating the Estimated Inflation with respect to the transaction, that the purchase took place at the beginning of December 2014 (this being the earliest point at which you could have feasibly purchased the Steinhoff Shares). The Estimated Inflation amount attributed to each of those 100 Steinhoff Shares will therefore be EUR 1.856, this being the Estimated Inflation on 1 December 2014.
You recall selling 100 Steinhoff Shares on 4 March 2015. You have no evidence for this but you can provide a January 2015 account statement showing you owned the shares and a May 2015 statement showing you no longer own the shares. In this case, the Claims Administrator will assume that the sale took place at the end of April 2015. The Estimated Inflation amount attributed to each of those 100 Steinhoff Shares will therefore be EUR 1.990, this being the Estimated Inflation on 30 April 2015.

If you cannot provide any evidence of when you purchased the Steinhoff Shares, it will be assumed (for the purposes of calculating Estimated Inflation with respect to the transaction) that such shares were purchased before the Relevant Period and they will be treated as “Holder Claims” in accordance with the Steinhoff Allocation Plan (i.e. they will be valued at EUR 0.01 per share (or the ZAR equivalent, as applicable), provided that they were held through to close of business on 5 December 2017).

If you cannot provide any evidence of when you sold the Steinhoff Shares, your Claim Value will be calculated on the basis of the highest Estimated Inflation during the Relevant Period (i.e. EUR 2.497, this being the Estimated Inflation on 1 December 2017).

For more information, please refer to paragraph 23 of the Steinhoff Allocation Plan.

40. I purchased all my shares in Steinhoff after the 2015 Scheme of Arrangement, and held onto them to 5 December 2017. Do I have a SIHPL MPC Relevant Claim?

No. In order to have a SIHPL MPC Relevant Claim, you must have purchased a Steinhoff Share prior to the Scheme of Arrangement, and have a positive MPC Claim Value.

41. I purchased shares in Steinhoff after the 2015 Scheme of Arrangement but I cannot prove the exact date on which I purchased those shares. How will this affect my MPC Relevant Claim or SIHPL MPC Relevant Claim?

As stated in question 40, share purchases will be ascribed the lowest Estimated Inflation for the period over which you can prove you purchased Steinhoff Shares (save in circumstances where the period over which you can prove you purchased shares includes both the pre- and post-Scheme of Arrangement period, in which case the applicable Estimated Inflation will be the Estimated Inflation on 7 December 2015, and the purchase deemed a purchase of an SIHNV Share).

42. How do I evidence my End Holding?

MPC Claimants are required to provide evidence of the number of Steinhoff Shares that theyheld at close of business on 5 December 2017 (the “End Holding”).

If you are unable to provide any evidence of your End Holding, you will not qualify as an MPC Claimant.

Please refer to Schedule 2 (Required Claim Information) of the SRF and Claims Administration Conditions. Acceptable evidence of an End Holding includes:

a bank or brokerage statement from a third-party financial institution that includes the claimant’s name, account number and End Holding and which is printed on their letterhead or accompanied by a written and duly signed declaration of the bank or broker;
a record of transactions from a third-party bank and/or broker that includes the claimant’s name, account number and End Holding and which is printed on their letterhead or accompanied by a written and duly signed declaration of the bank or broker;
a print-screen of a claimant’s shareholdings and transactions history that shows the End Holding and which has been signed by a bank or broker and printed on their letterhead or accompanied by a written and duly signed declaration of the bank or broker; or
a written and duly signed declaration from a third-party entity that (i) is regulated and audited and (ii) has credible systems to maintain and keep trading data as business records which includes: the claimant’s name, account number and End Holding, provided that the Claims Administrator may require additional documentation to support the declaration and confirm the authenticity of the End Holding.

The following documentation is in any event not considered reliable evidence in support of an End Holding:

a print-screen of a claimant’s shareholdings and/or transactional history that has not been signed by a bank and printed on their letterhead or is not accompanied by a written and duly signed declaration of the bank or broker;
a statement (sworn or unsworn), affidavit, self-generated report and hand-written report drafted by an individual retail claimant themselves; and
any self-generated tax related documents.

43. I know I held a certain number of Steinhoff Shares at close of business on 5 December 2017, but I cannot provide evidence that I held all these shares on that date. Will this affect the value of my MPC Relevant Claim?

If you claim a certain End Holding, but you are unable to provide evidence that you held all of the shares you say you did, it will be assumed (for the purposes of calculating Estimated Inflation) that you sold the Steinhoff Shares for which you are unable to provide documentary evidence. The inflation attributed to these assumed share sales will be the highest inflation over the period between the last date you can prove that you held these shares and close of business on 5 December 2017. Such inflation will be:

equal to the inflation on 4 December 2017, if you are only able to provide evidence that the Steinhoff Shares were held at close of business on 1 December 2017;
equal to the inflation on 5 December 2017, if you are only able to provide evidence that the Steinhoff Shares were held at close of business on 4 December 2017; or
the highest Estimated Inflation during the Relevant Period, in all other cases (this being the Estimated Inflation on 1 December 2017).

For example:

You submit documentary evidence with your Claim Form which shows that you purchased 200 Steinhoff Shares prior to 5 December 2017; however, the evidence that you submit in support of your claimed End Holding shows that you only held 150 Steinhoff Shares at close of business on 5 December 2017. In this case, the Claims Administrator will assume that you sold 50 Steinhoff Shares prior to close of business on 5 December 2017. As you have not been able to show that such shares were held after close of business on 1 December 2017, the Claims Administrator will attribute the highest Estimated Inflation during the Relevant Period (this being the Estimated Inflation on 1 December 2017).
You submit documentary evidence with your Claim Form which shows that you purchased 200 Steinhoff Shares prior to 5 December 2017. You also submit documentary evidence that you held those 200 Steinhoff Shares as at close of business on 1 December 2017; however, the evidence that you submit in support of your claimed End Holding shows that you only held 150 Steinhoff Shares at close of business on 5 December 2017. In this case, the Claims Administrator will assume that you sold 50 Steinhoff Shares prior to close of business on 5 December 2017. Because you were able to prove that you held 200 Steinhoff Shares as at close of business on 1 December 2017, the inflation attributed to this assumed sale will be equal to the inflation on 4 December 2017.

For more information, please refer to paragraphs 23A and 23B and Annex 3 (Sample Calculations) (examples 10 and 11) of the Steinhoff Allocation Plan.

44. I acquired my Steinhoff Shares as a result of a conversion of Steinhoff convertible bonds during the Relevant Period. Do I have an MPC Relevant Claim?

You may have an MPC Relevant Claim. If you acquired Steinhoff Shares as a result of the conversion of Steinhoff convertible bonds during the Relevant Period (i.e. open of business on 2 March 2009 through to close of business on 5 December 2017), these shares will be attributed an Estimated Inflation per share corresponding to the share inflation at the time you purchased the convertible bonds.

You must provide evidence that:

indicates when the Steinhoff convertible bonds were acquired;
indicates the date of the conversion from Steinhoff convertible bonds to Steinhoff Shares; and
clearly identifies the conversion shares.

However, in the event that you cannot provide this evidence, or the evidence provided is not sufficient, the shares will be attributed an Estimated Inflation per share corresponding to the share inflation amount at the time the relevant convertible bonds were issued.

To illustrate this, the MPC Claimant in the following example was able to provide satisfactory documentary support for the purchase date of the bonds so the prevailing inflation at the time of the bond purchase is attributed to the conversion shares. The MPC Claimant in this example has a positive MPC Relevant Claim and is therefore eligible for a Steinhoff MPC Settlement Payment Share:

By contrast, the MPC Claimant in the following example was not able to provide satisfactory documentary support for the purchase date of the bonds so the prevailing inflation at the time of the bond issuance is attributed to the conversion shares. The MPC Claimant in this example also has a positive MPC Relevant Claim and is therefore also eligible for a Steinhoff MPC Settlement Payment Share:

For further information on conversion shares, please refer to paragraphs 28-29 of the Steinhoff Allocation Plan.

45. I inherited, or was gifted Steinhoff Shares during the Relevant Period. Do I have an MPC Relevant Claim?

If you were gifted Steinhoff Shares, this will constitute a "transfer in" for the purposes of the Steinhoff Allocation Plan. This means that:

the MPC Relevant Claim associated with those Steinhoff Shares will have transferred from the person who gifted the shares to you; and
the MPC Relevant Claim on such Steinhoff Shares will be valued at the prevailing inflation at the time the Steinhoff Shares were originally purchased by the person who gifted the shares to you.

In order for the MPC Relevant Claim to be attributed to this transfer in, you must show:

evidence of the date on which the Steinhoff Shares were originally purchased by the person who gifted the shares; and
documentary evidence for the transfer in by the person who gifted the shares (for example, probate).

Where the documentary evidence explicitly states that claims attaching to the relevant Steinhoff Shares will not travel upon a transfer of such shares, neither the Transferor nor the MPC Claimant to whom the Steinhoff Shares were transferred will be deemed to have an MPC Relevant Claim on those shares.

If you can only provide proof that the original purchase occurred during a particular period, but not the specific date of the original purchase, the Claim Value will be calculated on the basis of the lowest Estimated Inflation for that period over which you can prove the Original Purchase occurred. In the event that you cannot provide this evidence, or the evidence required above, this transaction will be treated as a “Holder Claim” in accordance with the Steinhoff Allocation Plan (i.e. the relevant shares will be valued at EUR 0.01 per share (or the ZAR equivalent, as applicable), provided that they were held through to close of business on 5 December 2017).

For further information on transfers in, please refer to paragraphs 30 to 33 of the Steinhoff Allocation Plan.

46. I purchased and sold Steinhoff Shares during the Relevant Period. I also transferred Steinhoff Shares in and out of my account. Do I have an MPC Relevant Claim?

Transfers in and out of multiple accounts owned by you (for example, in circumstances where you have changed your custodian) will have no impact on your Claim Value.

Where the transfer is made from one beneficial owner to a different beneficial owner for no consideration, the person to whom the Steinhoff Shares were transferred (i.e. the Transferee) must show:

evidence of the date on which the Steinhoff Shares were originally purchased by the Transferor (the shareholder who transferred the Steinhoff Shares); and
documentary evidence for the transfer in by the Transferor (for example, probate).

Transfers to a different beneficial owner for no consideration will be treated as constituting an assignment by the Transferor of any MPC Relevant Claim in respect of such shares to the Transferee, provided that there is nothing in the documentary evidence for the transfer to the contrary.

You may therefore have a claim in respect of Steinhoff Shares you received as a transfer into your account if they were purchased by the Transferor during the Relevant Period. Your MPC Relevant Claim will be valued at the prevailing inflation at the time the Transferor purchased the shares in question.

You will not have a claim in respect of any Steinhoff Shares you gave to somebody else as a transfer out of your account.

For further information on transfers in and out, please refer to paragraphs 30 to 35 of the Steinhoff Allocation Plan.

47. I was involved in the short selling of Steinhoff Shares. Do I have an MPC Relevant Claim?

If you sold shares between the opening of business on 2 March 2009 and the close of business on 5 December 2017 as part of a short sale, you will not have an MPC Relevant Claim attributed to the Steinhoff Shares purchased in order to return your holding of Steinhoff Shares to a zero aggregate balance.

If you lent Steinhoff Shares to a short seller, you may have an MPC Relevant Claim in respect of such shares. Your potential claim in respect of such shares will be valued as if you had retained, and had not lent, the Steinhoff Shares to the short seller.

You must identify any transactions or transfers relating to short selling on your Claim Form.

For further information on short selling, please refer to paragraph 27 of the Steinhoff Allocation Plan.

48. What is the “last in, first out” (LIFO) rule and how does it affect my MPC Relevant Claim?

If you have multiple purchases, sales, transfers in or transfers out of Steinhoff Shares during the Relevant Period, these transactions will be matched on a last in, first out basis for the purposes of calculating your MPC Relevant Claim. This means that sales or transfers out of Steinhoff Shares during the Relevant Period will be matched first against the Steinhoff Shares most recently purchased or transferred in during the Relevant Period and then against purchases or transfers in of Steinhoff Shares in reverse chronological order, beginning with the next most recent purchases or transfers in made during the Relevant Period. As all purchases and sales made during the Relevant Period are included in the calculation of the MPC Relevant Claim, the selection of LIFO (as opposed to first in, first out or FIFO) does not impact your Claim Value, unless you have a Holder Claim. Further, the selection of LIFO (as opposed to first in, first out or FIFO) does not impact your SIHPL MPC Claim Value.

49. I purchased and sold Steinhoff Shares during the Relevant Period, as a result of which I made a net profit. If I do not have an MPC Relevant Claim do I need to pay back the profit I made?

No. You will not have to pay back any money to Steinhoff as a result of making a profit from selling Steinhoff Shares at an inflated price.

50. I purchased and sold Steinhoff Shares during the Relevant Period, as a result of which I made a net profit. If I have an MPC Relevant Claim, will this affect the validity of my claim?

No. Trading profits will not as such be estimated or considered in evaluating the validity of MPC Relevant Claims.

51. Will there be an opportunity for me to challenge the Claim Value of my claim (as determined by the SRF)?

Yes. If you do not agree with the Claim Value as determined by the SRF and communicated to you, you need to contact the SRF as soon as possible. Please refer to the Dispute Committee Rules published at www.steinhoffsettlement.com for further information on how to timely object against your Claim Value. Any disputed Claim that is not resolved between the SRF and yourself can be referred to an independently appointed Dispute Committee by timely notifying the Dispute Committee in accordance with the Dispute Committee Rules. A share of the settlement funds will be reserved for pending claims, to be distributed to the respective disputing claimant should it be successful in such dispute.

E. How will I be paid if my claim is successful?

52. What proportion of my payment from the available settlement funds will I receive in cash and what proportion will I receive in PPH Shares?

You will receive 100% of your distribution in cash, unless you are a SIHPL MPC Claimant and you have elected, in accordance with and subject to the terms set out in the announcement on 6 September 2021, to receive 50% of your SIHPL Steinhoff MPC Settlement Payment in PPH Shares (at a deemed value of ZAR 19.82 per PPH share).

Please note that the quoted value at JSE of the PPH Shares may be less than or greater than ZAR 19.82 per share and that the trading value of the PPH Shares can be expected to fluctuate. No representation is made as to when any PPH shares will be distributed or what the value of the PPH Shares will be at the time any PPH Shares are distributed or any other time.

53. In which currency will I receive the cash portion of my Steinhoff MPC Settlement Payment Share?

To the extent you are entitled to a Steinhoff MPC Settlement Payment Share, you will receive the cash portion of your share in:

EUR, where your claim relates to SIHNV Shares traded on the FSE; or
ZAR, where your claim relates to SIHPL Shares or SIHNV Shares traded on the JSE.

If your claim relates to Steinhoff Shares traded on both markets, you will receive a combination of both currencies, with the proportion of each currency calculated in accordance with the Steinhoff Allocation Plan.

54. In which currency will I receive the cash portion of my SIHPL Steinhoff MPC Settlement Payment Share?

To the extent you are entitled to a SIHPL Steinhoff MPC Settlement Payment Share, you will receive the cash portion of your share in ZAR.

55. Will I receive interest on my Steinhoff MPC Settlement Payment Share or SIHPL Steinhoff MPC Settlement Payment Share?

No. Any (statutory) interest accrued on your claim will not be taken into account in either the determination of any MPC Claim Value or the determination of any Steinhoff MPC Settlement Payment Share or (where applicable) any SIHPL MPC Settlement Payment Share, and you will not receive compensation in respect of any interest.

Any negative interest accrued on the settlement funds that are kept by the SRF will be deducted from those funds. This means that the amount of the SoP Settlement Fund and the SIHPL MPC Settlement Fund, of which you may receive a proportionate share (where applicable), may be reduced, resulting in a lower Steinhoff MPC Settlement Payment Share and/or SIHPL Steinhoff MPC Settlement Payment Share. Please refer to the SRF and Claims Administration Conditions published at www.steinhoffsettlement.com for all (potential) deductions from the settlement funds that are kept by the SRF, including the SoP Settlement Fund and the SIHPL MPC Settlement Fund. See also question 59 below.

56. Will I be permitted to sell the PPH Shares I receive as part of my SIHPL Steinhoff MPC Relevant Payment?

Yes. You will be free to sell (or to hold) PPH Shares received in accordance with and subject to the terms set out in the announcement of 6 September 2021 in relation to 50% of your SIHPL Steinhoff MPC Relevant Payment.

57. Can I always expect a payment if I submit a Claim Form?

No. You may only receive a payment if you are an MPC Claimant and you submitted your claim in a Claim Form in a valid and timely manner and with sufficient supporting evidence. Even if you have an accepted MPC Relevant Claim, you will not receive a distribution if the aggregate of that distribution would be EUR 1 or less (or the equivalent in ZAR). The amount of such compensation will remain part of the SoP Settlement Fund and will be proportionally distributed to those MPC Claimants and SIHNV Contractual Claimants entitled to a payment exceeding EUR 1 in accordance with the Dutch SoP Scheme and/or the S155 Scheme.

58. Will any costs be deducted from my payment?

Yes. Any costs related to the distribution of your compensation will be deducted from the SoP Settlement Fund and/or SIHPL MPC Settlement Fund. This relates to, for example, bank transfer costs, foreign exchange costs, broker costs, etc.

In addition, as mentioned above, any negative interest (if applicable) will also be deducted from the SoP Settlement Fund and/or SIHPL MPC Settlement Fund. In each case, this may reduce the amounts available to be distributed to the MPC Claimants. The same applies to any decrease of the amounts of the SoP Settlement Fund and/or SIHPL MPC Settlement Fund due to currency conversions (if any).

Finally, if the costs of the SRF for performing all of its tasks to implement the Steinhoff Group Settlement exceed or are anticipated to exceed its available budget, such costs in excess will also be deducted from the SoP Settlement Fund and/or SIHPL MPC Settlement Fund.

In summary, the foregoing means that the amount of your Steinhoff MPC Settlement Payment Share or SIHPL Steinhoff MPC Settlement Payment Share may not be equal to the amount that you ultimately receive in your bank account.

Please refer to the SRF and Claims Administration Conditions published at www.steinhoffsettlement.com for all (potential) deductions from the settlement funds that are kept by the SRF, including the SoP Settlement Fund and the SIHPL MPC Settlement Fund.

59. When can I expect to receive my Steinhoff MPC Settlement Payment Share or SIHPL Steinhoff MPC Settlement Payment Share

It is envisaged that the SRF will pay each eligible MPC Claimant (save for those with pending disputes in respect of their claims) a distribution entitlement as soon as reasonably practicable after the Bar Date once all MPC Claimants have been notified of their Claim Determination and the Claim Determinations have become final (meaning that the time to dispute the Claim Determinations has lapsed).

60. To which account will the payment be made?

The cash payment will be made directly into the account that you filled out on your Claim Form. If your bank account details have changed in the meantime, please contact the Claims Administrator as soon as possible. You bear the risk that any (payment) details are no longer up to date on the date of the payment.

If you have authorised a Claimant Representative to receive the payment on your behalf, your distribution entitlement will be transferred to the account provided by the Claimant Representative. Subject to certain conditions, your Claimant Representative may also authorise a third party to receive the payment on your behalf.

If you have elected, in accordance with and subject to the terms set out in the announcement on 6 September 2021, to receive 50% of your SIHPL Steinhoff MPC Settlement Payment in PPH Shares (at a deemed value of ZAR 19.82 per PPH share), you are required to hold a South African CSD participant or brokers account in order to be able to receive those PPH Shares. The PPH Shares will be transferred directly into the securities account that you filled out on your Claim Form.