STEINHOFF INTERNATIONAL HOLDINGS LD - Dealing in securities by directors

Dealing in securities by directors

STEINHOFF INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration no. 1998/003951/06)
Ordinary share code: "SHF"
ISIN: ZAE000016176
("Steinhoff", “the Company” or "the Group")

Dealing in securities by directors

In compliance with paragraph 3.63 of the Listings Requirements of the
JSE Limited, the board and the Human resources and Remuneration
Committee (“Remcom”) wish to inform shareholders of the following
dealings arising from the Group`s share incentive schemes.

2003 Scheme: 2009 Grant

In terms of the share incentive scheme approved by shareholders in
2003, rights were granted to participants on 1 December 2009 (“the
grant date”). These share rights were allocated at a nominal value of
0.5 cents and matured on the third anniversary of the grant date,
provided, inter alia, the following performance criteria have been
achieved:

(a) a compound growth in headline earnings per share of the Company
equal to or exceeding the weighted average growth of the companies
included in and comprising the INDI25 Index (INDI25) over a three-year
period from the effective date; and

(b) the volume weighted average traded share price of the Company over
the 30 trading days immediately preceding the date of measurement (the
measurement date) to exceed the result of the following formula ({(a-
b)/(b)}+1)xc, where:

a = the   INDI25 at the measurement date;
b = the   INDI25 at the effective date; and
c = the   volume weighted average traded price of the Company for the 30
trading   days immediately preceding the effective date.

These criteria were assessed by the Remcom over the measurement period
from 1 July 2009 to 30 June 2012 and it was determined that the
criteria were achieved. Accordingly, in terms of rights granted on 1
December 2009, as fully disclosed in the notes to Steinhoff`s Annual
reports, shareholders are advised that the rights in respect of the
following directors and officers of the Group have vested on
1 December 2012. In addition, shareholders are advised that certain
directors disposed of a portion of their shares arising from the
vesting, in order to settle their income tax liabilities in respect of
the rights to shares that have vested as disclosed below:
Name             No of shares      No of Net shares       Vesting /      Net Value
                         that     shares   retained           Sales       Retained
                 beneficially       sold         by           price              R
                       vested off-market   Director       Cents per
                                 for tax                      share
                               liability

JNS du Plessis        398,218                   398,218       2739    10,907,191.02
HJK Ferreira          601,348                   601,348       2739    16,470,921.72
SJ Grobler            601,348                   601,348       2739    16,470,921.72
KJ Grove              427,978        40,000     387,978       2739    10,626,717.42
MJ Jooste           1,957,602                 1,957,602       2739    53,618,718.78
AB la Grange          398,202       159,281     238,921       2739     6,544,046.19
FJ Nel                366,720       146,688     220,032       2739     6,026,676.48
M Nel                 180,267        72,107     108,160       2739     2,962,502.40
H Odendaal*           263,471                   263,471       2739     7,216,470.69
D Schreiber*          171,256                   171,256       2739     4,690,701.84
DM van der            626,776       250,711     376,065       2739    10,300,420.35
Merwe

       * Directors of Steinhoff Europe GmbH.


       2010 Scheme: 2012 Grant

       Shareholders are further advised of the number of rights granted in
       terms of the 2010 share scheme, approved by shareholders on 6 December
       2010. These rights to shares were granted under the 2012 allocation on
       1 December 2012 in respect of the 3 year period commencing from 1 July
       2012 to the following directors and officers. These rights may mature
       on or about 1 December 2015:

       Name                     Number of rights
                                Granted at
                                0.5 cents
                                per share

       JNS du Plessis        262,166
       HJK Ferreira          393,250
       SJ Grobler            393,250
       TLJ Guibert           610,207
       MJ Jooste           1,186,514
       AB la Grange          393,250
       FJ Nel                229,396
       M Nel                 229,396
       DM van der Merwe      610,207
       H Odendaal *          182,692
       D Schreiber *         254,253
       A Nodale@             210,589

       * Directors of Steinhoff Europe GmbH.

       @ Director of Conforama Développement SASU
Clearance has been granted in terms of paragraph 3.66 of the Listings
requirements for all the above transactions.

By Order of the Board
Steinhoff Africa Secretarial Services Proprietary Limited
COMPANY SECRETARY
11 December 2012

Sponsor - PSG Capital (Pty) Limited

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