STEINHOFF: TERMS OF CAPITALISATION SHARE AWARD AND ELECTION TO RECEIVE A

CASH DIVIDEND
STEINHOFF INTERNATIONAL HOLDINGS LTD
  (Incorporated in the Republic of South Africa)
  (Registration number 1998/003951/06)
  (Share code: SHF   ISIN: ZAE000016176)
  ("Steinhoff" or "the company")

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

Shareholders are referred to the results announcement dated 5 September 2001
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, 5 October 2001 ("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 12 cents per share in
respect of the year ended 30 June 2001.

   The number of capitalisation shares to which shareholders will become
entitled will be in the ratio that 12 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 JSE
Securities Exchange South Africa ("JSE") for the five trading days ending
Friday, 26 October 2001. The issue price will be published in the press on
Monday, 29 October 2001. The entitlement to capitalisation shares will be
calculated on the following basis:
     Capitalisation

     share          = number of shares held x 12 cents per share

     entitlement      at the record date      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. However, in terms of Article 78.4 of the Articles of Association of
the company, fractions of shares or dividends with a value of less than
R5,00 (Five Rand) per shareholder per transaction which arise from the
capitalisation dividend or cash dividend will be aggregated (in the case of
shares, they will be sold on the JSE) and the total proceeds, after costs,
donated to the Nelson Mandela Children's Fund.
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, 7 November
2001.

   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,12 October 2001. In order to be
valid, completed forms of election must be received by Steinhoff's transfer
secretaries by no later than 12:30 on Friday, 2 November 2001.

   The results of the share award will be published on Monday, 5 November
2001.

   Posting of share certificates, dividend cheques and cheques in respect of
fractional entitlements will be posted to shareholders on Wednesday, 7
November 2001.
  Wynberg, Sandton
  28 September 2001
Sponsor and Investment bank
  Gensec Bank Limited
  (Registration number 1996/004744/06)