STEINHOFF INTERNATIONAL HOLDINGS LTD - Dealing in securities by directors of major subsidiaries

Dealing in securities by directors of major subsidiaries

STEINHOFF INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration no. 1998/003951/06)
Share code: SHF
ISIN: ZAE000016176
(Steinhoff, the Company or the Group)

Dealing in securities by directors of major subsidiaries

In compliance with paragraph 3.63 of the Listings Requirements of the
JSE Limited, the board and the Human resources and Remuneration
Committee (“Remcom”) wish to inform shareholders of the following
dealings arising from the Group`s share incentive schemes.

2011 Grant vesting

In terms of the share incentive scheme approved by shareholders in
2010, rights were granted to participants on 1 December 2011. These
share rights were allocated at a nominal value of 0.5 cents and
matured on the third anniversary of the grant date. As fully disclosed
in Steinhoff`s 2014 Integrated Report and Annual Financial Statements,
the Remcom assessed the vesting criteria and determined that the Group
met all vesting criteria.

Accordingly shareholders are advised that the rights in respect of the
following directors and officers of the Group have vested on
1 December 2014 at the weighted average trading price on that date.
The participants have been informed of the vesting on 8 December 2014
and confirmed acceptance thereof on Friday 12 December 2014.

Name of Director               No of shares        Vesting           Value
                                       that          price
                               beneficially      Rands per               R
                                     vested          share
                                  (directly
                                     and/or
                                indirectly)

TLJ Guibert                         568,281          57.62   32,744,351.22
A Nodale*                           183,045          57.62   10,547,052.90
H Odendaal**                        182,603          57.62   10,521,584.86
D Schreiber***                      168,965          57.62    9,735,763.30
JHN van der Merwe****               228,253          57.62   13,151,937.86

*      Director   of   Conforama Developpement SAS
**     Director   of   Steinhoff Africa Holdings (Pty) Ltd
***    Director   of   Steinhoff Europe AG
****   Director   of   JD Group Ltd


It should be noted that the Remcom has resolved to defer the vesting
of Steinhoff shares in terms of the 2011 grant in respect of certain
directors of the Company until early in 2015. Furthermore, rights in
respect of the 2014 grant, under the share scheme approved by
shareholders on 6 December 2010 for the 2014/2015 financial year will
be announced early in 2015.
Clearance has been obtained in terms of paragraph 3.66 of the Listings
Requirements for all the above transactions.

By Order of the Board
Steinhoff Africa Secretarial Services Proprietary Limited
COMPANY SECRETARY

15 December 2014

Sponsor - PSG Capital (Pty) Limited

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