UPDATE 1-South African retailer Steinhoff Chairwoman Heather Sonn steps down

Vice chairman Peter Wakkie said it would shortly appoint a replacement for Sonn, who had “in no way been found to have participated in the accounting irregularities at Steinhoff”.

(Adds details on Sonn, context on dealings)

May 18 (Reuters) – South Africa’s Steinhoff said on Monday Chairwoman Heather Sonn has resigned after it was revealed that she had not made proper disclosures on dealings between an investment firm she has a major stake in and a company associated with the retailer.

Sonn replaced South African tycoon Christo Wiese in 2017 after he stepped down following an accounting scandal that battered Steinhoff’s shares and led to the exit of then Chief Executive Officer, Markus Jooste.

Vice chairman Peter Wakkie said it would shortly appoint a replacement for Sonn, who had “in no way been found to have participated in the accounting irregularities at Steinhoff”.

The company said investigations dating back about two years showed that the investment firm, Gamiro Ventures, was involved in transactions with a company called Geros Financial Services, which may have been indirectly funded by Steinhoff.

“Based on what is now known to me it (the transaction) would have required certain disclosures which I would have made had I been aware thereof,” Sonn said in a statement.

Between 2017 and 2018, Gamiro bought an interest in debt collector Blake and Associates from a unit of Geros, and subsequently acquired a direct stake after Blake bought back its shares from Geros.

Blake, where Sonn was a board member between May 2017 and January 2018, was also part of a panel of external contractors for JD Group before the furniture chain became part of Steinhoff through the retailer’s unit, Pepkor.

Steinhoff said the probe suggests that Geros’ link to it makes the Geros deal a “related party transaction” that was not properly accounted for. (Reporting by Pushkala Aripaka in Bengaluru and Nqobile Dludla in Johannesburg; Editing by Shinjini Ganguli)

Disclosure Of Inside Information Pursuant To Art. 17 Of The EU Market Abuse Regulation (EU 596/2014, MAR)

“It is important to note that Ms Sonn has in no way been found to have participated in the accounting irregularities at Steinhoff. Heather’s strong and calm leadership has been invaluable during the turbulent times that the Group has faced since December 2017. On behalf of the Supervisory Board and the Company, we thank her for her enormous commitment and dedication to the Group and wish her all the best for the future. The Supervisory Board will appoint a new chairperson shortly.”

Disclosure Of Inside Information Pursuant To Art. 17 Of The EU Market Abuse Regulation (EU 596/2014, MAR)

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

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

DISCLOSURE OF INSIDE INFORMATION PURSUANT TO ART. 17 OF THE EU MARKET ABUSE REGULATION (EU 596/2014, MAR)

RESIGNATION OF HEATHER SONN
Ms. Heather Sonn, Chairperson of the Supervisory board of Steinhoff International Holdings N.V.
(the “Company”), has tendered her resignation from all functions at the Steinhoff Group, and
specifically as the Chairperson of both the Company and Steinhoff Investment Holdings Ltd., as of
18 May 2020.

In explaining her resignation, Heather has said:

“A company in which I am a shareholder, Gamiro Ventures (Pty) Limited (“Gamiro”), unwittingly
completed a transaction with a company, Geros Financial Services (Pty) Limited (“Geros”), that now
appears may have been associated with and (indirectly) funded by the Company. In December 2017
I requested that this transaction be placed on the list for investigation by PwC when a name in the
shareholding structure of the shareholder of Geros was recognised as a name that also appeared
in the Viceroy Report. Unfortunately, it has taken over 2 years to get to a conclusion as to the nature
of the relationship between the Company and Geros, but there were multiple priorities for the
Company at the time.

Based on what is now known to me it would have required certain disclosures which I would have
made had I been aware thereof.

At the 2018 AGM I indicated that the Company and the Supervisory Board would hold itself to the
highest standards of governance, given the heightened sensitivity specifically relating to compliance
and the desire to avoid any unnecessary challenges to the Company. It is therefore incumbent upon
me to apply this standard to myself.”

Ms. Sonn is a major shareholder in an investment company called Gamiro, which is a controlling
shareholder in a company called Blake and Associates Holdings (Pty) Ltd (“Blake”). Blake includes
amongst its clients the JD Group, which is owned by Pepkor Holdings, a subsidiary of Steinhoff
Investment Holdings Ltd. Blake is one of a panel of external debt collectors contracted at arm’s
length by the JD Group and is subject to the same terms and conditions as other service providers.
The service relationship between the JD Group and Blake predates both the inclusion of the JD
Group as part of the Steinhoff Group and the date on which Gamiro acquired Blake.
In 2017 Gamiro procured an option to acquire an interest in Blake from (a subsidiary of) Geros. Ms.
Sonn served on the board of Blake from 15 May 2017 until 17 January 2018.

In September 2018 Blake bought back its shares from Geros, and Gamiro subsequently acquired a
direct interest in Blake.

Recently obtained information suggests that Geros may have been associated with and (indirectly)
funded by the Company, which would then make the Geros transaction a related party transaction.
Ms. Sonn has informed the Company that she was not aware of this at the time.

Peter Wakkie, vice chairman of the Supervisory Board, commented that:

“It is important to note that Ms Sonn has in no way been found to have participated in the accounting
irregularities at Steinhoff. Heather’s strong and calm leadership has been invaluable during the
turbulent times that the Group has faced since December 2017. On behalf of the Supervisory Board
and the Company, we thank her for her enormous commitment and dedication to the Group and
wish her all the best for the future. The Supervisory Board will appoint a new chairperson shortly.”