STEINHOFF SERVICES LIMITED - BISSPL - Notice Confirming Written Consent Of The Noteholders

BISSPL - Notice Confirming Written Consent Of The Noteholders

STEINHOFF SERVICES LIMITED

(Incorporated in the Republic of South Africa with limited
liability under registration number 1983/006201/06)

(the Issuer)

NOTICE CONFIRMING WRITTEN CONSENT OF THE NOTEHOLDERS

1.   We refer to the request for consent (Consent Request) dated 24 January 2018 delivered by
     the Issuer to each holder of Notes (the Noteholders) issued under the Issuer’s
     ZAR15,000,000,000 Domestic Medium Term Note Programme (the Programme) pursuant to the
     section headed “Terms and Conditions of the Notes” (the Terms and Conditions) in the
     programme memorandum dated 15 December 2016 (the Programme Memorandum), in
     accordance with Condition 19 (Notices) of the Terms and Conditions for the purposes of
     obtaining the Noteholders’ written consent to amend and restate the Terms and Conditions
     of the Applicable Pricing Supplements (as defined therein) in order to reduce the maturity
     date and to make consequential changes to the Applicable Pricing Supplements.

2.   We confirm that in relation to the below Applicable Pricing Supplements:

2.1.1.    Applicable Pricing Supplement for the Notes issued under stock code SHS22 (the SHS22
          Notes);

2.1.2.    Applicable Pricing Supplement for the Notes issued under stock code SHS23 (the SHS23
          Notes);

2.1.3.    Applicable Pricing Supplement for the Notes issued under stock code SHS24 (the SHS24
          Notes);

2.1.4.    Applicable Pricing Supplement for the Notes issued under stock code SHS25 (the SHS25
          Notes); and

2.1.5.    Applicable Pricing Supplement for the Notes issued under stock code SHS26 (the SHS26
          Notes);

2.1.6.    Applicable Pricing Supplement for the Notes issued under stock code SHS28 (the SHS28
          Notes);

2.1.7.    Applicable Pricing Supplement for the Notes issued under stock code SHS29U (the
          SHS29U Notes);

2.1.8.    Applicable Pricing Supplement for Tranches 1, 2 and 3 of the Notes issued under stock
          code SHS30 (the SHS30 Notes);

2.1.9.    Applicable Pricing Supplement for Tranches 1, 2 and 3 and 4 of the Notes issued under
          stock code SHS31 (the SHS31 Notes);

2.1.10.   Applicable Pricing Supplement for the Notes issued under stock code SHS32 (the SHS32
          Notes); and

2.1.11.   Applicable Pricing Supplement for the Notes issued under stock code SHS33 (the SHS33
          Notes),



        99.65% of all Noteholders that voted consented in favour of the proposed amendments
        which will be set out in the amended and restated Applicable Pricing Supplements
        available on the Issuer’s website at www.steinhoffinternational.com.

3.   We confirm that in relation Applicable Pricing Supplement for the Notes issued under stock
     code SHS34 (the SHS34 Notes) 45.45% voted in favour of the proposed amendments and
     54.55% voted against the proposed amendment and therefore the proposed amendments
     will not be effected in relation to the SHS34 Notes.




Debt Sponsor
The Standard Bank of South Africa Limited, acting through its Corporate and Investment Banking
division

Date: 21 February 2018




                                           

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