Results of General Meeting Iliad Africa Limited Incorporated in the Republic of South Africa (Registration number 1997/011938/06) Share Code: ILA ISIN: ZAE000015038 (“Iliad” or “the Company”) 1. BACKGROUND Iliad shareholders are referred to the SENS announcement published on 28 August 2015 in terms of which notice was given regarding the General Meeting (“GM”) to approve the resolutions as contained in the circular posted to Iliad shareholders on the same day, in which Steinhoff International Holdings Limited (“Steinhoff”) had made an offer to acquire the entire issued ordinary share capital of Iliad Africa Limited ("Iliad" or "the Company") (net of treasury shares) (“Iliad Shares”), by way of a scheme of arrangement (“Scheme”) in terms of section 114 of the Companies No.71 of 2008 as amended (the “Companies Act”), to be proposed by the Board of Directors of Iliad and the holders of the Iliad Shares (“Iliad Shareholders”). The consideration proposed in respect of the Scheme will comprise a cash consideration of R10.00 per Iliad Share (“Offer Price”). Furthermore Iliad will declare a special dividend and distribute a dividend of 24 cents per Iliad Scheme share should the requisite majority of Iliad Shareholders approve the Scheme at the Scheme Meeting and all Conditions Precedent are fulfilled or waived (“Special Dividend”). The total shareholder return is therefore R10.24 comprising of the R10.00 Scheme Consideration and a 24 cents Special Dividend. 2. RESULTS OF GENERAL MEETING Iliad shareholders are advised that, at the GM held on 29 September 2015, both the ordinary resolution and the special resolution were passed by the requisite majority of Iliad Shareholders. The total number of Iliad shares eligible to be voted at the GM was 138,217,794. The number of shares voted in person or by proxy was 110,871,397 shares representing 80.21% of the total issued share capital of the Company. All resolutions proposed at the GM, together with the percentage of shares abstained (as a percentage of total shares voted in person or by proxy at the GM), as well as the percentage of votes carried for and against each resolution, are as follows: Special resolution number 1: Approval of the Scheme FOR AGAINST ABSTAIN 110,856,681 0 14,716 100% 0% 0.011% Ordinary resolution number 1: Authorisation of Directors FOR AGAINST ABSTAIN 110,856,681 0 14,716 100% 0% 0.011% 3. FULFILMENT OF CONDITIONS PRECEDENT TO THE SCHEME Shareholders are advised that only once all conditions precedent to the Scheme have been fulfilled, the Scheme become unconditional. Outstanding conditions precedent includes the issue of a Compliance Certificate by the Takeover Regulation Panel and approval from the Competition Commission. Shareholders will be advised when these conditions have been fulfilled. Once these outstanding conditions precedent to the Scheme has been fulfilled, a further announcement will be made regarding the relevant dates for the implementation of the Scheme. Johannesburg 29 September 2015 Sponsor and Corporate Advisor to Iliad: Bridge Capital Advisors Proprietary Limited Date: 29/09/2015 02:00:00 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.