No intention to make an offer for Home Retail Group plc STEINHOFF INTERNATIONAL HOLDINGS N.V. (Incorporated in the Netherlands) (Registration number: 63570173) Share code: SNH ISIN: NL0011375019 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. Steinhoff International Holdings NV (“Steinhoff” or the “Company”) This is an announcement falling under Rule 2.8 of the UK City Code on Takeovers and Mergers (the “Code”). No intention to make an offer for Home Retail Group plc ("HRG") On 19 February 2016, Steinhoff confirmed that it had approached the Board of HRG regarding a possible cash offer for the entire issued share capital of HRG. Steinhoff now confirms that it does not intend to make an offer for HRG. This announcement is made in accordance with Rule 2.8 of the Code. As a result of this announcement, Steinhoff will, except with the consent of the UK Panel on Takeovers and Mergers, be bound by the restrictions contained in Rule 2.8 of the Code. Steinhoff confirms that it will not announce an offer for HRG in competition with an announcement of a firm intention to make an offer for HRG by J Sainsbury Plc (“Sainsbury’s”) during the current offer period. Therefore, for the purposes of Note 2 on Rule 2.8 of the Code and in the event that Sainsbury’s announces a firm intention to make an offer for HRG during the current offer period, this announcement will be treated as having been made after the Sainsbury’s firm offer announcement. The UK Panel on Takeovers and Mergers has agreed that, notwithstanding the provisions of Panel Statement 2016/4, Steinhoff is no longer to be treated by it as a potential competing offeror for HRG for the purposes of the Code and no further clarification announcement by Steinhoff will be required. Enquiries: Steinhoff International Holdings NV Tel: +27 (0)21 808 0711 Mariza Nel Barclays (financial adviser to Steinhoff) Tel: +44 (0)20 7623 2323 Mark Todd Swapnil Sinha Bertie Whitehead (Corporate Broking) HSBC (financial adviser to Steinhoff) Tel: +44 (0)20 7991 8888 Philip Noblet Oliver Smith Mark Dickenson (Corporate Broking) Investec Bank plc (financial adviser to Steinhoff) Tel: +44 (0)20 7597 4000 Andrew Pinder Symmie Swil Sara Hale (Corporate Broking) Barclays Bank plc, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting as financial adviser to Steinhoff and for no one else in connection with contents of this announcement and will not be responsible to anyone other than Steinhoff for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any other matters referred to in this announcement. HSBC Bank plc, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting as financial adviser to Steinhoff and for no one else in connection with contents of this announcement and will not be responsible to anyone other than Steinhoff for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any other matters referred to in this announcement. Investec Bank plc, which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom, is acting for Steinhoff and no one else in connection with the contents of this announcement and will not be responsible to anyone other than Steinhoff for providing the protections afforded to clients of Investec or for providing advice in relation to the contents of this announcement or any other matters referred to in this announcement. 18 March 2016 JSE Sponsor PSG Capital Proprietary Limited Date: 18/03/2016 05:21:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.