Voluntary notification of tender offer acceptances and confirmation of tender procedures Steinhoff International Holdings Limited (Incorporated in the Republic of South Africa) (Registration Number 1998/003951/06) Share Code: SHF ISIN: ZAE000016176 (“Steinhoff”) VOLUNTARY NOTIFICATION OF TENDER OFFER ACCEPTANCES RECEIVED TO DATE AND CONFIRMATION OF TENDER PROCEDURES TO FOLLOW Shareholders of Steinhoff and JD Group Limited (“JD Group”) are referred to the announcement dated 18 March 2014 regarding the offer by Steinhoff ("Tender Offer") to acquire up to 98% of the issued ordinary shares in JD Group, excluding treasury shares ("JD Group Shares"). Shareholders of Steinhoff and JD Group are hereby advised that Steinhoff has to date received notifications of acceptance of the Tender Offer from a number of JD Group shareholders. These acceptances are in the process of being verified and implemented and will result in Steinhoff increasing its total beneficial interest in JD Group from 56.8% to 82.2% of the total JD Group issued ordinary shares, excluding treasury shares. Steinhoff has given notice to JD Group in terms of Section 122(1) of the Companies Act, confirming that a number of acceptances have been processed for settlement on 19 March 2014, resulting in its beneficial interest in the JD Group increasing to 64.5%, excluding treasury shares. Further notifications will be provided to JD Group once the additional acceptances referred to above have been processed and submitted for settlement. TENDER PROCESS AND PROCEDURE JD Group Shareholders are hereby given additional information in relation to the process and procedure for the acceptance of the Tender Offer by JD Group Shareholders and the timing of the settlement of such acceptances. This announcement should be read in conjunction with the announcement of 18 March 2014. In respect of dematerialised JD Group shares held: - All acceptances will be recorded by SBG Securities Proprietary Limited (“SBG”) on a daily basis, but always on a first come first served basis. - In accordance with a request from STRATE and in consultation with SBG and Computershare Investor Services Proprietary Limited (“CIS”), the applications will be batched and all off market elections will be processed in batches of two settlement cycles. Any election made on or before 15:00 on a respective Tuesday shall be settled on 5 business days thereafter. Any election made after the aforementioned 15:00 on a respective Tuesday but on or before 15:00 on a respective Friday shall be settled on 5 business days after the respective Friday. - Acceptances duly received and verified by SBG by close of business on Wednesday, 19 March 2014 will be settled five business days thereafter (i.e. on Thursday, 27 March 2014). All other acceptances will be settled in accordance with the above settlement cycles. - This Tender Offer will be open for acceptance until a closing date to be announced by Steinhoff. - Settlement will take place through the issue, by CIS, to the relevant JD Group Shareholders of the applicable number of ordinary shares in Steinhoff at a ratio of 1 Steinhoff for 1.9 JD Group Shares tendered. - In order to accept the offer, dematerialised JD Group Shareholders are reminded to contact their broker, or in the alternative, contact SBG Securities directly. SBG Securities are authorised on behalf of Steinhoff to accept dematerialised JD Group Shares tendered in terms of the Tender Offer. Mr Tian Bam of SBG Securities can be contacted on telephone number: 011 415 4173 or at e-mail: tian.bam@sbgsecurities.com. Instruction for acceptance forms can also be obtained on the JD Group website at www.jdgroup.co.za. JD Group Shareholders holding certificated JD Group Shares are reminded to complete the form of acceptance and surrender referred to in the announcement of 18 March 2014 (the form having been posted to JD Group Shareholders on 19 March 2014 and a copy of which is available on the JD Group website at www.jdgroup.co.za). Stellenbosch 25 March 2014 Sponsor to Steinhoff PSG Capital Proprietary Limited Investment Bank and Financial Advisor to Steinhoff Investec Bank Limited Legal Advisor to Steinhoff Cliffe Dekker Hofmeyr Inc. Date: 25/03/2014 01:38:00 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.