Results of General Meeting in respect of the acquisition of an effective 92.34% equity interest in Pepkor Holdings Steinhoff International Holdings Limited Incorporated in the Republic of South Africa Registration number 1998/003951/06 Share code: SHF ISIN: ZAE000016176 (“Steinhoff” or “the Company”) RESULTS OF GENERAL MEETING IN RESPECT OF THE ACQUISITION OF AN EFFECTIVE 92.34% EQUITY INTEREST IN PEPKOR HOLDINGS PROPRIETARY LIMITED (“THE ACQUISITION”) Steinhoff shareholders (“Shareholders”) are referred to the announcement published on the Stock Exchange News Service of the JSE Limited on 15 December 2014, regarding the posting of a circular (“Circular”) including a notice convening a general meeting of Shareholders in respect of the Acquisition (“General Meeting”). Shareholders are advised that at the General Meeting held on Monday, 26 January 2015, all of the ordinary and special resolutions contained in the notice of General Meeting, forming part of the Circular, were passed by the requisite majorities of votes of Shareholders present in person or represented by proxy at the General Meeting. The total number of shares represented in person or by proxy amounted to 2 076 720 161 or 83.4% of the issued share capital of Steinhoff, registered on the record date for the General Meeting (16 January 2015) (net of treasury shares). Details of the results of voting at the General Meeting, following full verification of all votes, are as follows and are given as percentages of the total number of shares which were eligible to be voted in respect of each resolution: Resolution Votes in % of shares Votes % of shares Shares Favour voted Against voted abstained as a percentage (%) of total shares in issue Ordinary resolution 1: 1 909 876 856 95.4162% 91 750 512 4.5838% 3.01% Category 1 related party transaction Special resolution 1: 1 909 836 347 95.41418% 91 791 021 4.58582% 3.01% Issue of shares to a Director and issuing shares in excess of 30% of Steinhoff’s voting power Special resolution 2: 1 910 582 392 95.45145% 91 044 976 4.54855% 3.01% Issue of shares to a related person and issuing shares in excess of 30% of Steinhoff’s voting power Special resolution 3: 1 909 836 347 95.41418% 91 791 021 4.58582% 3.01% Issuing shares in excess of 30% of Steinhoff’s voting power Ordinary resolution 2: 1 224 287 940 73.01379% 452 502 172 26.98621% 16.05% Waiver of Mandatory Offer Special resolution 4: 1 908 702 225 95.35993% 92 874 582 4.64007% 3.02% Financial assistance Special resolution 5: 1 961 584 312 97.98345% 40 370 375 2.01655% 3.00% Specific share repurchase of Steinhoff Shares from Thibault Special resolution 6: 1 963 488 463 98.09461% 38 138 904 1.90539% 3.01% Revocation of special resolution number 5 All the shares held or represented by Dr Christo Wiese, being a Related Party as defined in the Circular were excluded from attending and voting at the General Meeting. In addition, the other Voting Pool Parties as defined in the Circular, who are currently shareholders of the Company, abstained from voting on Ordinary Resolution number 2. By order of the Board Wynberg, Sandton 26 January 2015 Investment bank and transaction sponsor Investec Bank Limited Sponsor PSG Capital (Pty) Ltd Attorney Cliffe Dekker Hofmeyr Incorporated Date: 26/01/2015 05:30:00 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.