STEINHOFF TERMS OF CAP SHARE AWARD/ELECTION TO RECEIVE CASH DIVIDEND

STEINHOFF INTERNATIONAL HOLDINGS LTD
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 98/03951/06)
("STEINHOFF" OR "THE COMPANY")

TERMS OF CAPITALISATION SHARE AWARD AND ELECTION TO RECEIVE A CASH DIVIDEND IN
LIEU THEREOF

SHAREHOLDERS ARE REFERRED TO THE PROFIT ANNOUNCEMENT DATED 31 AUGUST 1999 AND
ARE ADVISED THAT THE DIRECTORS OF STEINHOFF HAVE DETERMINED THE TERMS OF THE
CAPITALISATION SHARE AWARD ("THE SHARE AWARD") AND THE RIGHT OF ELECTION TO
RECEIVE THE FINAL CASH DIVIDEND IN LIEU THEREOF.
TERMS OF THE SHARE AWARD

SHAREHOLDERS REGISTERED IN THE BOOKS OF STEINHOFF AT THE CLOSE OF BUSINESS ON
FRIDAY, 1 OCTOBER 1999 ("THE RECORD DATE") WILL BE ELIGIBLE FOR THE SHARE AWARD
SHAREHOLDERS WILL RECEIVE CAPITALISATION SHARES IN THE COMPANY UNLESS THEY
ELECT TO RECEIVE THE FINAL CASH DIVIDEND OF 6,2 CENTS PER SHARE IN RESPECT OF
THE 10 MONTHS ENDED 30 JUNE 1999.

THE NUMBER OF CAPITALISATION SHARES TO WHICH SHAREHOLDERS WILL BECOME ENTITLED
WILL BE IN THE RATIO THAT 6,2 CENTS BEAR TO THE ISSUE PRICE OF THE SHARES TO BE
ISSUED PURSUANT TO THE SHARE AWARD. THE ISSUE PRICE SHALL BE THE VOLUME
WEIGHTED AVERAGE TRADED PRICE OF STEINHOFF'S SHARES ON THE JOHANNESBURG STOCK
EXCHANGE ("THE JSE") FOR THE FOUR TRADING DAYS ENDING THURSDAY, 30 SEPTEMBER
1999, DISCOUNTED BY A FACTOR OF 5%, BUT SUBJECT TO A MINIMUM ISSUE PRICE OF 401
CENTS PER SHARE BEING THE CLOSING PRICE OF STEINHOFF'S SHARES ON THE JSE ON
MONDAY, 30 AUGUST 1999, THE TRADING DAY IMMEDIATELY PRECEDING THE RESULTS
ANNOUNCEMENT ON TUESDAY, 31 AUGUST 1999. THE ENTITLEMENT TO CAPITALISATION
SHARES WILL BE CALCULATED ON THE FOLLOWING BASIS:

CAPITALISATION SHARE ENTITLEMENT = NUMBER OF SHARES HELD         6,2

                                                               --------
                                   AT THE RECORD DATE     X  ISSUE PRICE
FRACTIONS

WHERE ENTITLEMENTS TO CAPITALISATION SHARES RESULT IN A FRACTION OF A SHARE, A
RESIDUAL CASH PAYMENT WILL BE MADE IN RESPECT THEREOF BASED ON THE ISSUE PRICE
PER SHARE.
LISTING

SUBJECT TO APPROVAL BY THE JSE THE LISTING OF THE CAPITALISATION SHARES TO BE
ISSUED PURSUANT TO THE SHARE AWARD WILL COMMENCE ON WEDNESDAY, 3 NOVEMBER 1999.
DOCUMENTATION

DOCUMENTATION, WHICH IS SUBJECT TO THE APPROVAL OF THE JSE, DEALING WITH THE
SHARE AWARD AND THE PROCEDURE REQUIRED FOR ELECTING THE CASH DIVIDEND, WILL BE
POSTED TO SHAREHOLDERS ON FRIDAY, 8 OCTOBER 1999. IN ORDER TO BE VALID,
COMPLETED FORMS OF ELECTION MUST BE RECEIVED BY THE COMPANY'S TRANSFER
SECRETARIES BY NOT LATER THAN 14:30 ON FRIDAY, 29 OCTOBER 1999.

SHARE CERTIFICATES, DIVIDEND CHEQUES AND CHEQUES IN RESPECT OF FRACTIONAL
ENTITLEMENTS WILL BE POSTED TO SHAREHOLDERS ON WEDNESDAY, 3 NOVEMBER 1999.
JOHANNESBURG
27 SEPTEMBER 1999