Steinhoff International Holdings N.V. : LAUNCH OF PLACING

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

Steinhoff International Holdings N.V.

(Incorporated in the Netherlands)

(Registration number: 63570173)

Share Code: SNH

ISIN: NL0011375019

("Steinhoff" or the "Company")

LAUNCH OF PLACING

Steinhoff refers to its announcement published on Thursday, 18 January 2018 in which the Company inter alia informed the market that it would undertake various measures to stabilise and de-leverage the Steinhoff Group. These measures amongst others include a refinancing and redemption of some or all of the financial indebtedness within South Africa and the realisation of a limited number of assets to support additional liquidity for the Group as required.

In line with the stated measures, Steinhoff has decided to launch an accelerated bookbuild in order to place approximately 29.5 million PSG Group ordinary shares ("Placing Shares") (the "Placing"), subject to the satisfaction of certain conditions including pricing acceptable to Steinhoff to be carried out by PSG Capital Proprietary Limited ("PSG Capital") and The Standard Bank of South Africa Limited ("Standard Bank") (each of PSG Capital and Standard Bank being a "Bookrunner" and, together, the "Joint Bookrunners").

Steinhoff will not dispose of the Placing Shares at all costs, as the Placing is being undertaken in order to be pro-active and prudent. Therefore, to the extent that acceptable pricing is not achieved, in the sole discretion of Steinhoff, the Placing will not go ahead.

Information relating to PSG Group

Information on PSG Group, including its most recent annual report, interim financial results and investor presentation, can be found on its website at www.psggroup.co.za. It should be noted that Steinhoff bears no responsibility for any information included on PSG Group's website.


Information relating to the Placing

The Placing Shares will be offered to qualifying institutional investors only (which includes private client platforms in South Africa) and the Placing does not and will not constitute, nor is it intended to constitute, an offer to the public to purchase any shares.

The book will open with immediate effect and Steinhoff reserves the right to close it at any time. Pricing and allocations will be announced as soon as practicable following the closing of the book.

PSG Capital is acting as Joint Bookrunner for the Placing. For further information, please contact Johan Holtzhausen on +27 (0)21 887 9602 or +27 (0)82 558 3623 or johanh@psgcapital.com or Willie Honeyball on +27 (0)21 887 9602 or +27 (0)71 173 4729 or willieh@psgcapital.com.

Standard Bank is acting as Joint Bookrunner for the Placing. For further information, please contact Richard Stout on +27 (0)11 344 5725 or richard.stout@standardbank.co.za or Niki Quentin on +27 (0)11 721 9738 or niki.quentin@standardbank.co.za.

Stellenbosch
22 January 2018

Joint Bookrunner, Joint Global Coordinator and Sponsor
PSG Capital

Joint Bookrunner and Joint Global Coordinator
Standard Bank

Counsel to Steinhoff
Linklaters

Werksmans

Counsel to the Joint Bookrunners

Allen & Overy

Disclaimer

This announcement (the "Announcement") is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States of America, Australia, Canada, Japan or any other jurisdiction in which such release, publication or distribution would be unlawful. This Announcement is for information purposes only, does not purport to be full or complete, is subject to change and shall not constitute or form part of an offer or solicitation of an offer to purchase or sell securities in the United States of America or any other jurisdiction nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions. No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy or completeness.

The distribution of this Announcement and the offering for sale of the Placing Shares in certain jurisdictions may be restricted by law. The Placing Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the shares in such jurisdiction. No action has been taken by Steinhoff or either Joint Bookrunner or any of
their respective affiliates that would permit an offering of such securities or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by Steinhoff and the Joint Bookrunners to inform themselves about, and to observe, such restrictions.

The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold, directly or indirectly, in the United States of America, absent registration or an exemption from, or transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the Placing Shares in the United States of America or in any other jurisdiction.

Neither this Announcement nor the Placing constitutes or is intended to constitute an offer to the public in South Africa in terms of the South African Companies Act 71 of 2008 (as amended) ("the South African Companies Act"). In South Africa this Announcement is only directed at, and any investment or investment activity to which this Announcement relates is available only to, and will be engaged in only with, persons in South Africa who (i) fall within the categories of persons set out in section 96(1)(a) of the South African Companies Act or (ii) who are persons who subscribe, as principal, for Placing Shares at a minimum placing price of R1 000 000, as envisaged in section 96(1)(b) of the South African Companies Act.

In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this Announcement and any offer if made subsequently is directed exclusively at persons who are qualified investors within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State.

In the United Kingdom this Announcement is only being distributed to, and is only directed at, and any investment or investment activity to which this Announcement relates is available only to, and will be engaged in only with, Qualified Investors who are (i) investment professionals falling within Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this Announcement and should not act or rely on it.

This Announcement has been issued by and is the sole responsibility of Steinhoff. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or by any of their respective affiliates or any of its or their respective directors, employees, advisers or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or their advisers, and any liability therefore is expressly disclaimed.

This Announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Placing Shares. Any investment decision to acquire Placing Shares pursuant to the Placing must be made solely on the basis of publicly available information. Any such information has not been independently verified by the Joint Bookrunners.

Each of the Joint Bookrunners are acting for Steinhoff, and no one else, in connection with the Placing and will not be responsible to anyone other than Steinhoff for providing the protections afforded to the respective clients of the Joint Bookrunners, nor for providing advice to any other person in relation to the Placing or any other matter referred to herein.

In connection with the sale of the Placing Shares, any of the Joint Bookrunners and any of their respective affiliates acting as an investor for their own account may acquire a portion of the Placing Shares as a principal position and in that capacity may retain, purchase or sell for their own account such Placing Shares. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Placing Shares. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

Nothing in this Announcement should be viewed, or construed, as "advice", as that term is used in the South African Financial Markets Act, 2012, and/or Financial Advisory and Intermediary Services Act, 2002, by any of the Joint Bookrunners.

The Placing Shares to be sold pursuant to the Placing are not admitted to trading on any stock exchange other than the JSE.

The information contained in this announcement is subject to change without notice and, except as required by applicable law, Steinhoff does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein.