Response to Steinhoff Announcement

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 OF SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE

2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY FIRM OFFER MIGHT BE MADE

15 June 2016

Response to Steinhoff Announcement

Poundland Group plc ("Poundland" or the "Company") notes the announcement by Steinhoff ("Steinhoff") that it is considering a possible offer for the Company.

Poundland shareholders are strongly advised to take no action. The Company will issue a further statement if and when appropriate.

There can be no certainty that a firm offer will be made, nor as to the terms on which any firm offer might be made. This announcement is being made by Poundland without the prior agreement or approval of Steinhoff.

In accordance with Rule 2.6(a) of the City Code on Takeovers and Mergers (the "Code"), Steinhoff will have until 5.00pm on 13 July 2016, being 28 days after today's date (or such later time and / or date as may be agreed by the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code), to announce either a firm intention to make an offer for Poundland in accordance with Rule 2.7 of the Code, or that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.poundland.co.uk. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Enquiries:

For further information:

About Poundland

Poundland Group plc joined the premium segment of the London Stock Market in March 2014.

Poundland is winner of the 2015 Retail Industry Awards for Discount Retailer of the Year, and winner of Own Label Range of the Year at the 2015 Grocer Gold Awards for its Make Up Gallery cosmetics line.

Poundland Group operates over 900 stores in the UK and the Republic of Ireland. Poundland sells top brands and great quality own brand products, providing customers with amazing value every day since 1990.

Serving over 7 million customers every week, Poundland offers an irresistible shopping experience where shoppers are guaranteed to find thousands of quality products in each store, including over 1,000 well-known brands, across 17 shopping categories including food and drink, health and beauty, household, gardening, DIY, Pet, Stationery, Books, DVDs and Toys.

Poundland opened 60 new stores for the financial year end ending March 2015, creating approximately 1,600 jobs.

For more information about Poundland, please visit:

www.poundland.co.uk 

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of

an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised and regulated in the United Kingdom by the Financial Conduct Authority. J.P. Morgan Cazenove is acting as financial adviser exclusively for Poundland Group plc and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Poundland Group plc for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to any matter referred to herein.

N. M. Rothschild & Sons Limited, which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Poundland and no one else in connection with the Offer and will not be responsible to anyone other than Poundland for providing the protections afforded to its clients or for providing advice in relation to the Offer or any other matters referred to in this announcement.