STEINHOFF/MEGACOR - PROPOSED SCHEME OF ARRANGEMENT AND SALIENT DATES

STEINHOFF INTERNATIONAL HOLDINGS LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 98/03951/06)
("STEINHOFF")
MEGACOR HOLDINGS LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 96/17594/06)
("MEGACOR")

PROPOSED SCHEME OF ARRANGEMENT - SALIENT DATES AND TIMES
INTRODUCTION

FURTHER TO THE ANNOUNCEMENT DATED 28 OCTOBER 1998, THE BUSINESS BANK AND
STANDARD CORPORATE AND MERCHANT BANK ARE AUTHORISED TO ANNOUNCE THE SALIENT
DATES AND TIMES APPLICABLE TO THE SCHEME OF ARRANGEMENT ("THE SCHEME") TO BE
JOINTLY PROPOSED BY STEINHOFF AND STEINHOFF AFRICA HOLDINGS (PROPRIETARY)
LIMITED ("STEINHOFF AFRICA") IN TERMS OF SECTION 311 OF THE COMPANIES ACT, 1973
(AS AMENDED) BETWEEN MEGACOR AND ITS SHAREHOLDERS, OTHER THAN STEINHOFF AFRICA.
IN THE EVENT OF THE SCHEME BECOMING OPERATIVE, MEGACOR SHAREHOLDERS WILL
RECEIVE 100 STEINHOFF SHARES FOR EVERY 300 MEGACOR SHARES HELD AND MEGACOR WILL
BE CONSTITUTED A WHOLLY-OWNED SUBSIDIARY OF STEINHOFF AFRICA.
THE ALTERNATIVE OFFER

THE SCHEME IS PROPOSED IN CONJUNCTION WITH AN OFFER ("THE ALTERNATIVE OFFER")
IN TERMS OF WHICH MEGACOR MAY BE CONSTITUTED A PARTLY-OWNED SUBSIDIARY OF
STEINHOFF IN THE EVENT OF THE SCHEME NOT BECOMING OPERATIVE. THE CONSIDERATION
APPLICABLE TO THE ALTERNATIVE OFFER IS SIMILARLY 100 STEINHOFF SHARES FOR EVERY
300 MEGACOR SHARES IN RESPECT OF WHICH SUCH OFFER IS ACCEPTED. THE EFFECT OF
THE ALTERNATIVE OFFER WILL BE THAT ALL SCHEME SHARES TENDERED BY SCHEME MEMBERS
IN ANTICIPATION OF THE SCHEME BECOMING OPERATIVE, WILL BE ACCEPTED BY STEINHOFF
IN ORDER TO CONSTITUTE MEGACOR AT LEAST A 51%  HELD SUBSIDIARY OF STEINHOFF.
FULL DETAILS OF THE ALTERNATIVE OFFER, INCLUDING INFORMATION ON ITS TIMING AND
THE REQUIRED PROCEDURE FOR ITS ACCEPTANCE, ARE SET OUT IN ANNEXURE VII OF THE
SCHEME DOCUMENTATION REFERRED TO BELOW.
SALIENT DATES AND TIMES PERTAINING TO THE SCHEME

                                                        1999
LAST DAY TO LODGE FORMS OF PROXY FOR THE

SCHEME MEETING BY 09:00 ON                              THURSDAY, 14 JANUARY
SCHEME MEETING HELD AT 09:00 ON                         FRIDAY, 15 JANUARY
COURT HEARING TO SANCTION THE SCHEME AT 09:30 ON        FRIDAY, 22 JANUARY
RECORD DATE TO DETERMINE SCHEME MEMBERS WHO ARE

ENTITLED TO PARTICIPATE IN THE SCHEME, AT THE CLOSE

OF BUSINESS ON                                          FRIDAY, 29 JANUARY
LISTING OF MEGACOR TERMINATED ON THE JOHANNESBURG

STOCK EXCHANGE ("THE JSE") WITH EFFECT FROM THE CLOSE

OF TRADING ON                                           FRIDAY, 29 JANUARY
LAST DAY TO ACCEPT THE ALTERNATIVE OFFER,

IF APPLICABLE                                           FRIDAY, 29 JANUARY
OPERATIVE DATE OF THE SCHEME ON                         MONDAY, 1 FEBRUARY
LISTING OF SCHEME CONSIDERATION SHARES COMMENCES ON

THE JSE WITH EFFECT FROM THE COMMENCEMENT OF TRADING ON MONDAY, 1 FEBRUARY
SCHEME CONSIDERATION SHARE CERTIFICATES POSTED TO

SCHEME MEMBERS (IF THEIR DOCUMENTS OF TITLE HAVE BEEN

RECEIVED PRIOR TO THE OPERATIVE DATE OR, FAILING THAT,

WITHIN FIVE BUSINESS DAYS OF RECEIPT THEREOF BY THE

TRANSFER SECRETARIES) FROM                              MONDAY, 1 FEBRUARY
SHARE CERTIFICATES IN RESPECT OF STEINHOFF
CONSIDERATION SHARES TO BE ISSUED PURSUANT TO THE

ALTERNATIVE OFFER, IF APPLICABLE, POSTED TO MEGACOR

SHAREHOLDERS WHO HAVE ACCEPTED THE ALTERNATIVE OFFER

(IF THEIR DOCUMENTS OF TITLE HAVE BEEN RECEIVED PRIOR

TO MONDAY, 1 FEBRUARY 1999, OR FAILING THAT, WITHIN

FIVE BUSINESS DAYS OF RECEIPT THEREOF BY THE TRANSFER

SECRETARIES) FROM                                       MONDAY, 1 FEBRUARY
NOTES:

1.  THE ABOVE DATES AND TIMES ARE SUBJECT TO CHANGE BY MUTUAL AGREEMENT BETWEEN
STEINHOFF AND MEGACOR. ANY SUCH CHANGE WILL BE PUBLISHED IN THE PRESS.
2.  ALL DEALINGS IN MEGACOR SHARES DURING THE WEEK ENDING FRIDAY, 29 JANUARY
1999 WILL BE FOR IMMEDIATE SETTLEMENT ON THE JSE.
SCHEME DOCUMENTATION

THE DOCUMENTATION RELATING TO THE SCHEME WILL BE POSTED TODAY TO SCHEME MEMBERS
REGISTERED AT THE CLOSE OF BUSINESS ON FRIDAY, 11 DECEMBER 1998. SCHEME MEMBERS
ARE ALSO REFERRED TO THE NOTICE OF SCHEME MEETING AND THE ORDER OF COURT
PUBLISHED SIMULTANEOUSLY HEREWITH.

DURBAN                                                EPPING

15 DECEMBER 1998                                      15 DECEMBER 1998
MERCHANT BANKS
THE BUSINESS BANK
A NEW FORCE IN MERCHANT BANKING
STANDARD CORPORATE AND MERCHANT BANK

(A DIVISION OF THE STANDARD BANK OF SOUTH AFRICA LIMITED)
(REG NO 62/00738/06)
SPONSORING BROKERS
PSG SECURITIES LIMITED
(REG NO 96/00509/06)
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
BOE SECURITIES (PTY) LIMITED
(REG NO 96/15589/07)
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
STANDARD EQUITIES (PTY) LIMITED
(REG NO 72/08305/07)
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
ATTORNEYS
DYASON ATTORNEYS