DGAP-News

Steinhoff International Holdings N.V. : STEINHOFF SUCCESSFULLY INCREASES SHARE CAPITAL BY 8.5% AND PLACES NEW SHARES AT EUR 5.055 PER NEW ORDINARY SHARE - Seite 3

distribution of this Announcement or any other offering or publicity
material relating to the New Shares in any jurisdiction where action for
that purpose is required. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such jurisdictions.
Persons into whose possession this Announcement comes shall inform
themselves about, and observe, such restrictions.

No prospectus will be made available in connection with the matters
contained in this Announcement and no such prospectus is required (in
accordance with the Prospectus Directive) to be published. Persons needing
advice should consult an independent financial adviser.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE
AN OFFER OR INVITATION TO UNDERWRITE, BUY, SUBSCRIBE, SELL OR ISSUE OR THE
SOLICITATION OF AN OFFER TO BUY, SELL, ACQUIRE, DISPOSE OR SUBSCRIBE FOR
THE NEW SHARES OR ANY OTHER SECURITY IN 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 SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO
WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.

The New Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act") or under
the securities laws of any state or other jurisdiction of the United
States, and may not be offered, sold or transferred, directly or
indirectly, in or into the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of
the Securities Act and in compliance with any applicable securities laws of
any state or other jurisdiction of the United States. There is no public
offering of the New Shares in the United States, the United Kingdom or
elsewhere. No representation is being made as to the availability of any
exemption under the Securities Act for the reoffer, resale, pledge or
transfer of the New Shares.

The relevant clearances have not been, and nor will they be, obtained from
the securities commission of any province or territory of Canada; and the
New Shares have not been, and nor will they be, registered under or offered
in compliance with the securities laws of any state, province or territory
of Canada, Australia or Japan. Accordingly, the New Shares may not (unless
an exemption under the relevant securities laws is applicable) be offered,
sold, resold or delivered, directly or indirectly, in or into Canada,