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SHF - Steinhoff International Holdings - Announcement STEINHOFF INTERNATIONAL HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration no. 1998/003951/06) Ordinary share code: SHF ISIN: ZAE000016176 ("Steinhoff" or "the Company") RESULTS OF ANNUAL GENERAL MEETING ("the AGM"), CHANGES TO THE BOARD OF DIRECTORS AND PROPOSED BLACK ECONOMIC EMPOWERMENT TRANSACTION ("BEE") RESULTS OF AGM Shareholders are advised that, save for ordinary resolution number 4 (general authority to issue shares for cash, requiring a 75% majority in terms of the Listing Requirements of the JSE Limited), all the ordinary and special resolutions proposed in the Notice of Annual General Meeting dated 5 November 2007, were passed by the requisite majorities of shareholders present and represented by proxy and being entitled to vote at the AGM held earlier today. Shareholders and/or their representatives holding or representing 81,685% of the issued share capital and being eligible to attend and vote, were present or represented at the AGM. The special resolutions have been lodged for registration with the Registrar of Companies. CHANGES TO THE BOARD OF DIRECTORS With a view of further enhancing the Company`s compliance with good Corporate Governance, the directors are pleased to announce that the appointment of Yolanda (Yolanda Zoleka) Cuba (Mtyi) and Dave (David Charles) Brink as additional Independent Non-executive Directors of Steinhoff was accordingly approved. The Board wishes to welcome Yolanda and Dave as directors and look forward to their valuable contribution to the continued well-being and growth of Steinhoff. These appointments to the Board will also have the effect that certain of the Board Committees will be re-constituted to investigate and, where appropriate, address further changes to the Board in due course, in compliance with the relevant Codes of Good Corporate Governance. Furthermore, Jo (Karel Johan) Grove has agreed to resign as Executive director and instead, be appointed as an Alternate Director. This change in Jo`s capacity has resulted that the Board now consists of a majority of non-executive directors. PROPOSED BEE TRANSACTION Further to the results announcement of Steinhoff dated 10 September 2007 shareholders are now advised that the proposed BEE transaction is at an advanced stage of completion. Negotiations are well advanced regarding the finalisation of the required debt funding package, as well as the equity funding requirements of the BEE parties concerned. The BEE parties will include a number of existing BEE partners at associate and subsidiary levels within the Steinhoff group. The BEE transaction will involve the effective acquisition by the BEE parties (through the appropriate Special Purpose Vehicle) ("SPV")) of at least a 20% equity interest in Steinhoff Africa Holdings (Proprietary) Limited ("SAF"). SAF is the indirect wholly-owned subsidiary of Steinhoff in which the majority of Steinhoff`s southern African interests are housed. These interests mainly comprise: PG Bison, SAF`s Raw Materials division and the entire business operations of the formerly listed Unitrans. The cash proceeds accruing to the Steinhoff group pursuant to the BEE transaction will, subject to market conditions prevailing from time, amount to approximately R1 800 million (i.e. on the basis of a 20% equity interest in SAF being sold) and will be funded through a combination of debt and equity to be raised by the SPV. The BEE transaction structure and parties involved require that an independent Fairness opinion be obtained in terms of the Listing Requirements of the JSE Limited and PricewaterhouseCoopers Corporate Finance (Proprietary) Limited has been appointed in this regard. It is anticipated that the BEE transaction will be completed in February 2008 after which further details, incorporating, inter alia, information on the BEE Parties and their respective participation levels, the structure and financial effects on Steinhoff, will be published. Taking into account market conditions and share price levels at date hereof, it is the Board`s current intention to use the proceeds of the BEE transaction for general corporate purposes and in funding a general share re-purchase programme in respect of up to 10% of the Company`s issued share capital, in volumes of up to 10% of the average daily trades and at prices not exceeding a premium of greater than 10% above the volume weighted average trading price of Steinhoff shares over the five trading days preceding any particular re-purchase from time to time. By order of the Board SJ Grobler Company Secretary Wynberg, Sandton 10 December 2007 Date: 10/12/2007 16:50:01 Supplied by www.sharenet.co.za 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.
