STEINHOFF INTERNATIONAL HOLDINGS N.V. - Withdrawal of cautionary announcement

Withdrawal of cautionary announcement

Steinhoff International Holdings N.V.                Shoprite Holdings Limited
(Incorporated in the Netherlands)                    (Incorporated in the Republic of South Africa)
(Registration number: 63570173)                      (Registration number: 1936/007721/06)
Share Code: SNH                                      JSE Share Code: SHP
ISIN: NL0011375019                                   NSX Share Code: SRH
("Steinhoff")                                        ISIN: ZAE000166997
                                                     ("Shoprite")


WITHDRAWAL OF JOINT CAUTIONARY ANNOUNCEMENT

Shareholders of Steinhoff and 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 caution is no longer required to be
exercised by shareholders when dealing in their Steinhoff and/or Shoprite securities.


Stellenbosch and Cape Town
20 February 2017


Financial Adviser and Transaction Sponsor to Steinhoff
Rand Merchant Bank (A division of FirstRand Bank Limited)


Sponsor to Steinhoff
PSG Capital (Pty) Ltd


Financial Adviser and Transaction Sponsor to Shoprite
Investec Bank Limited

Sponsor to Shoprite
Nedbank Corporate and Investment Banking


Legal Advisers to Steinhoff
Cliffe Dekker Hofmeyr Incorporated
Girard Hayward Incorporated
Linklaters LLP


Legal Advisers to Shoprite
Werksmans Attorneys

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