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 Date: 15/12/2014 05:00:00 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.