DGAP-Adhoc

Steinhoff International Holdings N.V. : WITHDRAWAL OF JOINT CAUTIONARY ANNOUNCEMENT

DGAP-Ad-hoc: Steinhoff International Holdings N.V. / Key word(s): Mergers & Acquisitions Steinhoff International Holdings N.V. : WITHDRAWAL OF JOINT CAUTIONARY ANNOUNCEMENT 20-Feb-2017 / 09:44 CET/CEST Disclosure of an inside information acc. to Article 17 MAR, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. Steinhoff International Holdings N.V.

(Incorporated in the Netherlands)

(Registration number: 63570173)

Share Code: SNH

ISIN: NL0011375019

("Steinhoff")

WITHDRAWAL OF JOINT CAUTIONARY ANNOUNCEMENT

Shareholders of Steinhoff and Shoprite Holdings Limited ("Shoprite")
(together "the Companies") are referred to the joint announcement of the
Companies on 14 December 2016 ("the Cautionary Announcement"), regarding
the negotiations between the Companies, initiated by the Public Investment
Corporation SOC Limited ("PIC") and Titan Premier Investments Proprietary
Limited ("Titan") as the largest shareholders of the Companies.

The Cautionary Announcement dealt with the potential sale of Steinhoff's
Africa retail assets to Shoprite ("the Proposed Transaction"), as well the
possible exchange by the PIC and Titan of their Shoprite shares for
Steinhoff shares at an "to be agreed" ratio ("the Share Exchange").

Shareholders of the Companies are hereby informed that the Companies have
decided to terminate their negotiations related to the Proposed Transaction
as the PIC, Titan and Steinhoff could not reach agreement on the exchange
ratio that would apply to the Share Exchange.

The Proposed Transaction was investigated and analysed by the respective
management teams of Steinhoff and Shoprite, and although the Proposed
Transaction presents exciting opportunities for the Companies and their
respective management teams, the fact that the relevant parties could not
reach an agreement in respect of the Share Exchange resulted in the
negotiations being terminated.

Accordingly, shareholders of Steinhoff and Shoprite are advised that