Ad hoc: Steinhoff International Holdings N.V. : THE POTENTIAL LISTING OF STEINHOFF'S AFRICAN RETAIL ASSETS ON THE JSE LIMITED AND CAUTIONARY ANNOUNCEMENT

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.

Disclosure of inside information in accordance with Article 17 MAR, transmitted by DGAP, a service of EQS Group AG

THE POTENTIAL LISTING OF STEINHOFF'S AFRICAN RETAIL ASSETS ON THE JSE LIMITED AND CAUTIONARY ANNOUNCEMENT

1. Introduction

Shareholders of Steinhoff International Holding N.V. ("Steinhoff" or "Company") are hereby advised that the Company is evaluating and initiating steps to establish the separate listing of its African retail businesses on the main board of the JSE Limited ("JSE") (the "Listing").

Prior to the Listing, Steinhoff will consolidate its African retail businesses, with assets including Pepkor South Africa and rest of Africa, JD Group, Unitrans Automotive, Steinbuild, Poco South Africa and Tekkie Town (collectively, "Steinhoff Africa Retail Assets"), under a single holding company ("ListCo").

The Steinhoff Africa Retail Assets are comprised of highly recognisable retail brands that have an extensive retail footprint and impressive growth track-record, both in South Africa and the rest of Africa.

2. Rationale

Steinhoff will continue to own a controlling interest in ListCo and it is the vision of Steinhoff to create a diversified multi-format listed retail company of significant size and scale with its roots in Africa.

The Listing will result in Steinhoff's African retail exposure being held through a separately listed entity which can be independently valued as an emerging market, African-focused retail company. The establishment of a listed reference price for the Steinhoff Africa Retail Assets will avoid these assets being undervalued.

A separation of Steinhoff's emerging market retail business and developed market retail business will be a natural progression for the respective businesses given the divergent strategic focus in each market.

3. Timing

ListCo has appointed Citigroup Global Markets Limited, Investec Bank Limited, Morgan Stanley & Co International Plc and Rand Merchant Bank (a division of FirstRand Bank Limited) to advise on the proposed Listing.

Any decision to proceed with the Listing will be subject to a number of factors, including, inter alia, market conditions and regulatory approvals. It is contemplated that the Listing will be completed in the third quarter of 2017.

The Listing will include a capital raise to achieve the required public shareholder spread, with Steinhoff retaining control in ListCo.

4. Cautionary Announcement

The Listing may have a material effect on the price of the securities of Steinhoff. Accordingly, shareholders are required to exercise caution when dealing in the Company's shares until a further announcement is made.

Stellenbosch

17 May 2017

Transaction and Corporate sponsor to Steinhoff and ListCo

PSG Capital (Pty) Ltd

Legal Advisers to Steinhoff and ListCo

Cliffe Dekker Hofmeyr Incorporated

Linklaters LLP

Girard Hayward Inc

Important Notice

The information contained in this announcement is restricted and not for release, publication or distribution, directly or indirectly, in whole or in part in, into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively the "United States"), Australia, Canada, Japan or any other jurisdiction in respect of which the release, publication or distribution, directly or indirectly, of this announcement would constitute a violation of the relevant laws of such jurisdiction.

The securities mentioned herein have not been and will not be registered under the United States Securities Act of 1933 (the "Securities Act")or the securities laws of any other jurisdiction, and may not be offered, sold or transferred, directly or indirectly, in the United States absent registration under the Securities Act or an available exemption from, or except in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any other jurisdiction. There will be no public offering of securities in the United States.

Certain forward-looking statements

This announcement contains certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "will", "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance express or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein.

Language: English Company: Steinhoff International Holdings N.V. Herengracht 466, 1017 CA Amsterdam, Netherlands Phone: +27218080700 Fax: +27218080800 E-mail: investors@steinhoffinternational.com Internet: www.steinhoffinternational.com ISIN: NL0011375019 WKN: A14XB9 Indices: MDAX Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange and secondary listed on the main board of the JSE Limited, Johannesburg,