STEINHOFF INTERNATIONAL HOLDINGS LD - Closing of Tender Offer by Steinhoff to acquire up to 98% of JD Group Limited

Closing of Tender Offer by Steinhoff to acquire up to 98% of JD Group Limited

Steinhoff International Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1998/003951/06)
Share Code: SHF   ISIN: ZAE000016176
(“Steinhoff”)

Closing of Tender Offer by Steinhoff to acquire up to 98% of
JD Group Limited (“JD Group”)

JD Group Shareholders are referred to the announcements by
Steinhoff dated 18 March 2014 and 25 March 2014, regarding the
offer by Steinhoff ("Tender Offer") to acquire up to 98% of the
issued ordinary shares in JD Group, excluding treasury shares.

On 25 March 2014 JD Group announced its intention to proceed
with a rights offer of R2 500 million (“Rights Offer”), once
the Tender Offer has closed.

Given the Rights Offer announced by JD Group and the material
level of acceptances of the Tender Offer to date, Steinhoff
believes that it is in the best interests of JD Group to close
the Tender Offer. Accordingly, provided Steinhoff doesn’t
reach the 98% threshold earlier, JD Group shareholders are
hereby advised that the Tender Offer will close at the close of
business (17:00) on Wednesday, 2 April 2014.

Johannesburg
27 March 2014

Investment Bank and Financial Advisor to Steinhoff
Investec Bank Limited

Sponsor to Steinhoff
PSG Capital Proprietary Limited

Legal advisor to the Steinhoff
Cliffe Dekker Hofmeyr Inc.

Neither JD Group Shares nor Steinhoff Shares have been, or will be, registered under the Securities Act of the United States of
America (“United States”). Accordingly, no shares may be offered, sold, resold, delivered or transferred, directly or indirectly, in
or into the United States or to, or for the account or benefit of, United States persons, except pursuant to exemptions from the
Securities Act of the United States. This announcement does not constitute an offer of any securities for sale in the United States
or to United States persons.

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