DGAP-Adhoc: Steinhoff International Holdings N.V. : Recapitalisation of Mattress Firm

DISCLOSURE OF INSIDE INFORMATION PURSUANT TO ART. 17 OF THE EU MARKET ABUSE REGULATION (EU 596/2014, MAR)

Steinhoff - recapitalisation of Mattress Firm

Steinhoff International Holdings N.V. (the "Company" and with its subsidiaries, the "Group")

Mattress Firm financial restructuring

The Company announces that its subsidiary Mattress Firm, Inc., along with its U.S. subsidiaries (together, "Mattress Firm"), is filing voluntary Chapter 11 cases in the United States Bankruptcy Court for the District of Delaware (the "Mattress Firm Filing"). The Mattress Firm Filing implements a pre-packaged plan of reorganisation that, among other things, provides Mattress Firm access to new financing to support its business and establishes an efficient and orderly process for closing certain underperforming store locations in the United States.

In conjunction with its pre-packaged plan, Mattress Firm received a commitment for approximately US$250 million in debtor-in-possession financing with a three-month term to support its ongoing operations during the Chapter 11 proceedings, the pre-packaged restructuring process being expected to complete within the next 45 to 60 days. Mattress Firm also secured a commitment for a four-year term loan of $400 million and an ABL facility of $125 million as exit financing in connection with which the exit lenders will receive 49.9% of the equity in Stripes US Holding, Inc. ("SUSHI") or Mattress Firm Holdco, Inc. at no cost, with the Group initially retaining a 50.1% equity interest. In relation to their equity stake, the exit lenders have customary shareholder rights in relation to governance and sale of their interest with the ability to bring-along a pro-rata portion of the Group's retained equity interest. There will further be an unfunded $150 million payment in kind loan which will become repayable by SUSHI upon a five-year maturity. A management incentive plan in respect of Mattress Firm will be put in place subject to appropriate vesting conditions.

The Mattress Firm Filing does not directly impact the other operating businesses of the Group and is not expected to have any material effect on the trading of these operations.

Shareholders and other investors in the Company are advised to exercise caution when dealing in the securities of the Group.

Stellenbosch, 5 October 2018