Steinhoff International Holdings N.V. : SEAG AND FINANCE HOLDING LOCK-UP AGREEMENT EFFECTIVE AND UPDATE ON HEMISPHERE RESTRUCTURING

SEAG AND FINANCE HOLDING LOCK-UP AGREEMENT EFFECTIVE AND UPDATE ON HEMISPHERE RESTRUCTURING

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

SEAG and Finance Holding lock up agreement effective

The Company refers to its announcement on 11 July 2018 (the "LUA Announcement") confirming the launch of a consent process for a lock-up agreement (the "LUA") in connection with the restructuring of the financial indebtedness of the Company, Steinhoff Europe AG ("SEAG"), Steinhoff Finance Holding GmbH ("Finance Holding") and Stripes US Holding Incorporated ("SUSHI") (the "Restructuring"). The Company also refers to its announcement of 19 July 2018 confirming that the condition precedent to the LUA in respect of creditor accessions had been satisfied and that the Company was aiming to satisfy, as soon as possible, the remaining conditions precedent to the LUA (as outlined in the LUA Announcement) in order for the LUA to become effective.

The Company is pleased to announce that the boards of SEAG and Finance Holding have each established a "positive going concern prognosis" as a matter of Austrian law and, with the final condition precedent satisfied, the LUA has today become effective in accordance with its terms. The parties to the LUA will now seek to implement the Restructuring within three months (subject to any agreed extension). Once the Restructuring has been implemented, the terms of the Restructuring (as set out in the term sheet included in the LUA) will remain in place for three years (subject to a maturity long stop date of 31 December 2021).

Creditors of SEAG, SUSHI and/or Finance Holding who are not already party to the LUA may still accede and become a party to the LUA in respect of all (but not less than all) financial indebtedness of SEAG, SUSHI and/or Finance Holding of which they are a beneficial owner by executing an accession letter to LUA. Creditors who accede to the LUA remain eligible to receive the Lock-Up Fee (as defined in the LUA Announcement) notwithstanding the LUA becoming effective.

Any queries regarding the accession process in relation to the LUA should be directed to the Calculation Agent at: Lucid Issuer Services Limited, Tankerton Works, 12 Argyle Walk, London, WC1H 8HA, T: + 44 20 7704 0880, E: steinhoff@lucid-is.com.

Update on Hemisphere Restructuring

The Company refers to its announcement of 19 July 2018 confirming that the principal indicative commercial terms for the restructuring of the financial indebtedness of Hemisphere International Properties B.V. ("Hemisphere" and the "Hemisphere Restructuring", respectively) had been finalised with the advisors representing the third-party creditors of Hemisphere (the "Hemisphere Lenders") and had been provided to the Hemisphere Lenders for their approval. To date, approximately 91% approval has been obtained from the Hemisphere Lenders, subject to final documentation being agreed. The next step with respect to the Hemisphere Restructuring will be for Hemisphere to negotiate with the Hemisphere Lenders the terms of a lock-up agreement with respect to the implementation of the Hemisphere Restructuring (the "Hemisphere LUA"). The Company and Finance Holding may also be party to the Hemisphere LUA.

In accordance with the terms of LUA, the Company is also required to seek the consent of: (i) participating creditors holding more than: (i) 75% of the locked-up SEAG and SUSHI debt under the LUA; and (ii) 75% of the locked-up Finance Holding debt under the LUA, to certain terms of the Hemisphere Restructuring (the "Hemisphere Consent Request"). The Company is pleased to announce that creditors representing approximately: (i) 92% of the locked-up SEAG and SUSHI debt under the LUA; and (ii) 94% of the locked-up Finance Holding debt under the LUA, have approved the Hemisphere Consent Request and the consent requirement has therefore been satisfied.

Shareholders and other investors in the Company are advised to exercise caution when dealing in the securities of the Group.

Stellenbosch, 20 July 2018