STEINHOFF SERVICES LIMITED - Notice Confirming Written Consent of the Noteholders

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 29
     November 2016 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 3
     November 2015 (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 Programme
     Memorandum and the Applicable Pricing Supplements (as defined
     therein)   in   order  to,  inter   alia,   replace   Steinhoff
     International Holdings Limited as a guarantor under the
     Programme, with Steinhoff International Holdings N.V. and to
     make   consequential  changes   to   the   Applicable   Pricing
     Supplements.

2.   We confirm that 89% of all Noteholders (with 99.93% of
     consents received) consented in favour of the proposed
     amendments which will be set out in the amended and restated
     Programme Memorandum available on the Issuer’s website at
     www.steinhoffinternational.com.


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

Date: 15 December 2016




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