Ad hoc: Steinhoff International Holdings N.V. : Disposal of Kika/Leiner

Steinhoff - Disposal of Kika/Leiner

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

Certain Group companies have today accepted a conditional offer from SIGNA Holding GmbH (the "Purchaser") to sell the Kika/Leiner operating companies (the "OpCos") and property holding companies (the "PropCos", and together with the OpCos, the "Kika/Leiner Sale Assets"), subject to the entry into final transaction documents (the "Disposals").

If the offer becomes unconditional and final transaction documents are agreed:

- The consideration for each of the OpCos shall be nominal. The consideration for the PropCos will be based on an agreed enterprise value, subject to certain agreed adjustments.

- Following the Disposals, the Group and the Kika/Leiner Sale Assets shall have no claims, receivables or other liabilities to each other. Any cash demands on the Group from the Kika/Leiner Sale Assets will now cease.

- The Purchaser has reserved the right to undertake confirmatory due diligence with respect to the OpCos until 19 June 2018 and the Purchaser reserves a termination right in respect of the acquisition of the PropCos to the end of July 2018 with closing expected by the end of September 2018.

- The Disposals will be conditional upon any merger control clearance applicable in the relevant jurisdictions.

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

Stellenbosch, 14 June 2018