STEINHOFF - TERMS OF CAPITALISATION SHARE AWARD

STEINHOFF INTERNATIONAL HOLDINGS LTD
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1998/003951/06)
("STEINHOFF")

TERMS OF CAPITALISATION SHARE AWARD AND ELECTION TO RECEIVE A CASH DIVIDEND IN
LIEU THEREOF

SHAREHOLDERS ARE REFERRED TO THE RESULTS ANNOUNCEMENT DATED 4 SEPTEMBER 2000
AND ARE ADVISED THAT THE DIRECTORS OF STEINHOFF HAVE DETERMINED THE TERMS OF
THE CAPITALISATION SHARE AWARD ("THE SHARE AWARD") AND THE RIGHT OF ELECTION TO
RECEIVE THE FINAL CASH DIVIDEND IN LIEU THEREOF.
TERMS OF THE SHARE AWARD

SHAREHOLDERS REGISTERED IN THE BOOKS OF STEINHOFF AT THE CLOSE OF BUSINESS ON
FRIDAY, 6 OCTOBER 2000 ("THE RECORD DATE"), WILL BE ELIGIBLE FOR THE SHARE
AWARD.

SHAREHOLDERS WILL RECEIVE CAPITALISATION SHARES IN THE COMPANY UNLESS THEY
ELECT TO RECEIVE THE FINAL CASH DIVIDEND OF 9 CENTS PER SHARE IN RESPECT OF THE
YEAR ENDED 30 JUNE 2000.

THE NUMBER OF CAPITALISATION SHARES TO WHICH SHAREHOLDERS WILL BECOME ENTITLED
WILL BE IN THE RATIO THAT 9 CENTS BEAR TO THE ISSUE PRICE OF THE SHARES TO BE
ISSUED PURSUANT TO THE SHARE AWARD. THE ISSUE PRICE SHALL BE THE VOLUME
WEIGHTED AVERAGE TRADED PRICE OF STEINHOFF'S SHARES ON THE JOHANNESBURG STOCK
EXCHANGE ("THE JSE") FOR THE FOUR TRADING DAYS ENDING THURSDAY, 5 OCTOBER 2000,
DISCOUNTED BY A FACTOR OF 5%, BUT SUBJECT TO A MINIMUM PRICE OF 630 CENTS PER
SHARE BEING THE CLOSING MARKET PRICE OF STEINHOFF SHARES ON MONDAY, 4 SEPTEMBER
2000, THE TRADING DAY IMMEDIATELY PRECEDING THE PUBLICATION OF THE RESULTS
ANNOUNCEMENT ON 5 SEPTEMBER 2000. THE ENTITLEMENT TO CAPITALISATION SHARES WILL
BE CALCULATED ON THE FOLLOWING BASIS:
CAPITALISATION SHARE   =  NUMBER OF SHARES

ENTITLEMENT               HELD AT THE RECORD DATE   X   9 CENTS PER SHARE
                                                        ISSUE PRICE
FRACTIONS

WHERE ENTITLEMENTS TO CAPITALISATION SHARES RESULT IN A FRACTION OF A SHARE, A
RESIDUAL CASH PAYMENT WILL BE MADE IN RESPECT THEREOF BASED ON THE ISSUE PRICE
PER SHARE.
LISTING

SUBJECT TO APPROVAL BY THE JSE, THE LISTING OF THE CAPITALISATION SHARES TO BE
ISSUED PURSUANT TO THE SHARE AWARD WILL COMMENCE ON WEDNESDAY, 8 NOVEMBER 2000.
DOCUMENTATION

DOCUMENTATION, WHICH IS SUBJECT TO THE APPROVAL OF THE JSE, DEALING WITH THE
SHARE AWARD AND THE PROCEDURE REQUIRED FOR ELECTING THE CASH DIVIDEND, WILL BE
POSTED TO SHAREHOLDERS ON FRIDAY, 13 OCTOBER 2000. IN ORDER TO BE VALID,
COMPLETED FORMS OF ELECTION MUST BE RECEIVED BY STEINHOFF'S TRANSFER

SECRETARIES BY NOT LATER THAN 14:30 ON FRIDAY, 3 NOVEMBER 2000.

THE RESULTS OF THE SHARE AWARD WILL BE PUBLISHED ON MONDAY, 6 NOVEMBER 2000.
POSTING OF SHARE CERTIFICATES, DIVIDEND CHEQUES AND CHEQUES IN RESPECT OF
FRACTIONAL ENTITLEMENTS WILL BE POSTED TO SHAREHOLDERS ON WEDNESDAY, 8 NOVEMBER
2000.
WYNBERG, SANDTON
2 OCTOBER 2000
INVESTMENT BANK
GENSEC BANK LIMITED
(REGISTRATION NUMBER 1996/004744/06)
SPONSORING BROKERS
BOESECURITIES
BOESECURITIES (PTY)LTD
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
CO REG NO 1995/012240/07
ABNAMRO
ABN AMRO SECURITIES (SOUTH AFRICA) (PTY)LIMITED
REG NO 95/01231/07
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE