Steinhoff is focused on managing the long-term sustainability of the group’s businesses and business practices

The Steinhoff Code of Ethics

Ethical behaviour is good business

Steinhoff must be trustworthy in its dealings with customers, suppliers and other stakeholders (any group or individual that has an interest in Steinhoff and can either affect or be affected by our activities).

Steinhoff therefore requires all its employees in the performance of their duties to act in good faith, in a manner promoting Steinhoff's aspiration to be a good corporate citizen. Any employee who has questions regarding conduct in specific situations should obtain guidance from his or her manager, the company secretary or the legal department or any member of the compliance committee.

Steinhoff has established a compliance committee comprising the company secretary, the group human resources director and the training manager to implement and monitor education and training programmes for employees, to respond to inquiries from any employee regarding appropriate business practices and to investigate any allegation of possible impropriety.

It is the duty of all directors and all managers in the group to ensure that the group ethical standards and policies are made known to all employees for whom they are responsible. Ultimately, however, it is up to each of us to adhere to Steinhoff's principles of honesty, integrity and fairness, and to perform our duties in accordance with all laws and regulations.


Code of ethics

The Steinhoff Code of Ethics ("the Code") was created to reflect the core principles of our Steinhoff philosophy, and to guide employees on some of the most important ethical issues in a business environment. The Code is complemented by a number of corporate compliance policies, which provide more detailed guidelines on specific issues, thereby ensuring that we conduct our business, not only in accordance with the law, but also in an ethical manner. This manual contains a summary of the Code and the guidelines on specific issues set out in the policies. Copies of the policies themselves may be obtained from the appropriate regional human resources department, the company secretary or legal department. Further information on any issues summarised in this manual can be obtained from your legal department or any member of the compliance committee.

Conflicts of interest

All employees are expected to devote their time, attention and abilities to the performance of their duties during normal working hours. Therefore, Steinhoff employees may not, without prior approval of Steinhoff, engage in any practices or pursue any private activities that conflict in any way with Steinhoff's interests, e.g. having any interest in a competitor, customer or supplier of Steinhoff.

Conflicts of interest can also arise when someone close to a Steinhoff employee (e.g. a spouse or a child) develops a relationship with competitors, customers or suppliers, and should therefore also be avoided. It is the obligation of each employee to disclose such interests to the relevant managing director, the company secretary or legal department. For purposes of such disclosure, holdings in listed companies, which fall in these categories, in excess of 5% of such company's issued capital or where such individual holds any influence in the management of such company should be formally disclosed.

Acceptance of gifts

No employee may accept any gift, payment, favour, incentive or any other business courtesy that may influence his or her actions or Steinhoff's actions with regard to a third party. Similarly, Steinhoff employees may not make these kinds of gifts to third parties. Exceptions include accepting small token gifts of thanks from a customer or supplier, such as a box of chocolates, a bottle of wine or an invitation to a sporting event or meal. However, each employee is obliged to notify his or her managing director and senior executives to complete the register available at the group managing director's office.

Bribes and political contributions

Various anti-corruption treaties, laws and regulations require that neither Steinhoff, nor its employees, representatives and agents, directly or indirectly, pay commercial bribes or kickbacks or make payments to government officials, government employees or political candidates or parties for the purpose of obtaining, retaining or directing business to any person. Steinhoff expects all employees to comply with these treaties, laws and regulations. Penalties for violating the anti-bribery provisions of these laws can be severe and often include heavy fines and prison sentences.

Record keeping

Steinhoff's books and records should reflect all business transactions in an accurate and timely manner. Undisclosed or unrecorded revenues, expenses, assets or liabilities are not permissible, and the record-keeping functions are expected to be diligent in enforcing proper practices. In particular, those employees who have the responsibility to entertain clients on behalf of Steinhoff should take care to ensure that all expenses are reasonable, incurred in good faith and recorded accurately.

Financial transactions and insider trading

Employees with material non-public price-sensitive information about Steinhoff's financial or business performance may not trade directly or indirectly in any Steinhoff securities, unless they have received specific permission, and may not trade during the closed periods. Such information includes any information not available to the general public which, if known, would be useful to an investor. Various laws of the countries in which Steinhoff operates prohibits such insider trading in any circumstances where employees or their immediate family members seek financial gain from the use of material non-public information.

Promotion of competition

Steinhoff believes in the principles of free competitive enterprise. Many of the countries in which Steinhoff operates have laws that aim to promote this, and severe penalties are imposed for anti-competitive conduct.

Health, safety and environment

Steinhoff is committed to sound health, safety and environmental management practices. Steinhoff's policy is to meet or exceed applicable safety and environmental laws, regulations and orders of the responsible governmental authorities wherever Steinhoff operates and is committed to the responsible management of its activities and continuous improvement in environmental and safety performance.

Compliance with laws

All employees are expected to abide by the laws of the state and country in which they operate, and to ensure that the area of activity for which they are responsible within Steinhoff does likewise. In all matters of legal relevance for Steinhoff, it is imperative to seek upfront or immediate advice and coordination from the appropriate legal department.

Intellectual property

Any invention or creative work prepared by Steinhoff employees relating to Steinhoff's business or developed, using Steinhoff's time, materials, information or facilities, is the property of Steinhoff. Employees are responsible for protecting Steinhoff's intellectual property and respecting the intellectual property rights of third parties. Each employee is obliged to notify the legal department or company secretary of any intellectual property that qualifies for protection or possible infringement of the group's rights.

Confidentiality

All employees are required to maintain the confidentiality of information they obtain in the course of their employment with Steinhoff.

Non-discrimination

Steinhoff's policy is to recruit, hire, promote and provide equal opportunities for all employees, regardless of race, ethnic origin, sex, religion or belief, age, disability, national origin, sexual orientation, or veteran status. Steinhoff expects all employees to support this policy and to treat fellow employees with respect and consideration. Harassment or unequal treatment of other employees is not permitted.

Contravention of the Code

Any employee who fails to comply with this Code will be disciplined by Steinhoff and/or may face prosecution in terms of the laws of the state and country in which she/he operates.

Reporting

Candour is expected from employees at all levels at all times. Prompt communication of any problems or breaches arising in the sensitive areas described above, or in any similar areas, can be made to any member of the compliance committee or to the external regional Steinhoff ethics telephone lines, which any employee of the group may use to report anonymously possible problems or breaches of corporate policy or applicable law in their region without fear of recrimination, provided that the employee reports in good faith and on a reasonable basis, believing that the information disclosed is substantially true.

Anti-competition / Antitrust ("Anti-competition") policy and guidelines

Steinhoff strictly avoids anti-competitive conduct. Each employee must understand and comply with the anti-competition laws as they may bear upon his or her activities and decisions. It is the responsibility of regional managers and supervisors to ensure that this is done.

Each employee is responsible for bringing to the attention of his or her legal department any circumstances with anti-competition implication – promptly and before any action is taken on behalf of Steinhoff.

The purpose of anti-competition laws

The purpose of anti-competition laws is to maintain a free enterprise system by prohibiting business activities that unreasonably restrain trade or reduce competition.

The laws are based on the premise that the public benefits by obtaining the best quality and greatest choice of products at the lowest prices through vigorous competition.

These laws regulate the anti-competitive behaviour of companies and of their employees, whether this behaviour takes the form of agreements with competitors, suppliers, customers and licensees, unilateral initiatives or practices undertaken by the Steinhoff group that might be considered abusive, or structural changes resulting from mergers and acquisitions.

The breach of anti-competition rules can result in a number of detrimental consequences, including loss of reputation, payment of significant fines to government regulators, payment of damages to injured parties and imprisonment.

For these reasons, all of Steinhoff's contractual relationships should be reviewed in advance by the legal department.