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SHF - Steinhoff International Holdings Limited - Independent fairness opinion regarding the small related party transaction with KAP International Holdings Limited STEINHOFF INTERNATIONAL HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration Number: 1998/003951/06) Share Code: SHF ISIN: ZAE000016176 ("Steinhoff" or "the Company") INDEPENDENT FAIRNESS OPINION REGARDING THE SMALL RELATED PARTY TRANSACTION WITH KAP INTERNATIONAL HOLDINGS LIMITED 1. Shareholders are referred to the announcement on SENS dated 18 October 2011 ("the Transaction Announcement") regarding the disposal by Steinhoff Africa Holdings Proprietary Limited ("Steinhoff Africa")of the Steinhoff Industrial Assets (as defined in the Transaction Announcement) to KAP International Holdings Limited ("KAP"), in exchange for KAP issuing shares and crediting a loan account in favour of Steinhoff Africa(the "Transaction"). 2. As stated in the Transaction announcement, in terms of the Listings Requirements of the JSE Limited (the "JSE")(the "Listings Requirements"), the Transaction is classified as a small related party transaction for Steinhoff by virtue of Mr CE Daun being a director in Steinhoff and a major shareholder of KAP. Accordingly, Steinhoff was required to obtain a fairness opinion from an independent expert that the terms and conditions of the Transaction are fair to Steinhoff shareholders. 3. PricewaterhouseCoopers Corporate Finance Proprietary Limited was appointed as the independent expert (the "Independent Expert") by the board of directors of Steinhoff to provide a fairness opinion (the "fairness opinion"). 4. Accordingly, Steinhoff shareholders are now advised that: 4.1 written confirmation was received from the Independent Expert which confirms that the terms and conditions of the Transaction are fair to Steinhoff shareholders; and 4.2 the fairness opinion is available for inspection at Steinhoff`s registered offices until 17 January 2012. 5. The JSE has also been provided with the Independent Expert`s fairness opinion. Wynberg Sandton 19 December 2011 Sponsor: PSG Capital Proprietary Limited Independent Expert: PricewaterhouseCoopers Corporate Finance Proprietary Limited Investment Bank: Investec Bank Corporate Finance Date: 19/12/2011 16:00:14 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
