SHF - Steinhoff - Results of special resolution required in connection with

SHF - Steinhoff - Results of special resolution required in connection with     
the Acquision by Steinhoff of an equity interest in PSG Group Limited           
STEINHOFF INTERNATIONAL HOLDINGS LIMITED                                        
(Registration number 1998/003951/06)                                            
Incorporated in the Republic of South Africa                                    
JSE Code: SHF    ISIN: ZAE000016176                                             
("Steinhoff")                                                                   
RESULTS OF SPECIAL RESOLUTION REQUIRED IN CONNECTION WITH THE ACQUISION BY      
STEINHOFF OF AN EQUITY INTEREST IN PSG GROUP LIMITED ("PSG")                    
1.   Steinhoff shareholders are referred to the notice to shareholders dated    
    22 December 2011 ("the Notice") in connection with the acquisition by       
Steinhoff of a 20% shareholding in PSG ("the Acquisition"), and,            
    specifically, the proposed issue of 31 635 884 Steinhoff shares to          
    Mayfair Speculators Proprietary Limited ("the Mayfair Issue") as one of     
    the vendors of the PSG shares to be acquired by Steinhoff. The 20           
business day period referred to in paragraph 6 of the Notice expired by     
    the close of business on 27 January 2012 ("Closing Date").                  
2.   As at the Closing Date, the Special resolution referred to in paragraph    
    3 of the Notice was approved by Steinhoff shareholders by a majority of     
81.9% of the total votes that were received in response to the Notice.      
    Accordingly, the special resolution has been adopted by the requisite       
    majority of shareholders as a result of which the Mayfair Issue has now     
    become unconditional.                                                       
3.   All of the Steinhoff consideration shares in respect of the acquisition    
    will be issued and a listing application in respect of those shares has     
    been submitted to the JSE Limited.                                          
4.   Accordingly, Steinhoff has acquired a total of 36 915 781 PSG shares,      
representing a shareholding of 20% of PSG`s issued share capital (net       
    of treasury shares).                                                        
Wynberg, Sandton                                                                
30 JANUARY 2012                                                                 
SPONSOR: PSG CAPITAL PROPRIETARY LIMITED                                        
Date: 30/01/2012 12:04:50 Supplied by www.sharenet.co.za                     
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