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Release Date: 31/07/2018 16:00
Code(s): SRR     PDF:  
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Changes To The Board Of Directors Of STAR

Steinhoff Africa Retail Limited
(Previously K2017221869 (South Africa) Proprietary Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 2017/221869/06)
Share Code: SRR
ISIN: ZAE000247995

(“STAR” or the “Company”)


In accordance with paragraph 3.59 of the JSE Limited Listings Requirements, the board of
directors of the Company (“the Board”) wishes to advise of the following changes to the Board:

   1) Appointment of Mr Mark Harris (“Mark”) as an independent non-executive director
      with effect from 30 July 2018. Mark will also serve on the Board`s remuneration

      Mark has led and transformed organisations of varying sizes through his leadership. The
      strategic competencies Mark offers are invaluable to any organisation aiming to
      achieve objectives of growth and innovation in an increasingly competitive
      environment. Mark brings a broad range of business competencies including strategy,
      mergers and acquisitions, innovation, technology and digitisation which is crucial in the
      modern digital revolution. His experience spans over 35 years and across a large
      number of industries and geographies including Africa, North America, Europe and the
      Middle East as an IBM Vice President. Mark has served on a number of boards of
      directors in South Africa and internationally and was the president of the American
      Chamber of Commerce and chairperson of a number of NGOs.

   2) Ms Heather Sonn (“Heather”) tendered her resignation from the Board with effect from
      30 July 2018 in order to focus her efforts on her position as chairperson of the supervisory
      board of Steinhoff International Holdings N.V. (“Steinhoff NV”). The Board would like to
      thank Heather for her contribution in assisting the Company through a challenging

   3) Appointment of Mr Philip Dieperink (“Philip”) as a non-executive director with effect
      from 30 July 2018 to replace Heather.

      Philip earned his honours degree in accountancy at the University of Pretoria. He joined
      Deloitte & Touche (“Deloitte”) in 1980, where he qualified as a chartered accountant
      in 1981. He transferred to the tax division, specialising in corporate and international tax
      planning, and became a tax partner in 1987. After leaving Deloitte, he joined Unitrans
      Limited (“Unitrans”) as chief financial officer and helped to develop the strategic
      direction and growth of the Unitrans group over 10 years, until 2007, when Unitrans was
      purchased by the Steinhoff group. He holds several other appointments within the
      Steinhoff group of companies and currently serves on the boards of directors of
      Steinhoff Asia Pacific Limited and Cofel. In September 2007, he relocated to the United
      Kingdom to assume the position of chief financial officer of Steinhoff UK Holdings
      Limited. Philip was appointed as chief financial officer and member of the
      management board of Steinhoff NV on 20 April 2018.

   4) In accordance with the Company`s standard practices, non-executive directors who
      are categorised as independent, underwent an external evaluation of their
      independence and it was concluded that Jayendra Naidoo should be classified as a
      non-executive director.

   5) The Board has established a social and ethics committee as required by the
      Companies Act no 71 of 2008. This requirement was previously fulfilled by the Steinhoff
      Investment Holdings Limited Governance and Sustainability Committee. Ms.
      Fagmeedah Petersen-Cook has been appointed as the chairperson of the Company`s
      social and ethics committee and Mr Leon Lourens has been appointed as a member
      of the social and ethics committee.

The Board believes that it represents an excellent, diversified set of skills. The recent additions
to the Board boost the set of skills required to ensure that the Board is equipped to deal with
the challenges it faces in a difficult economic environment, and as it implements the strategy
of the business in order to grow and expand. The independence of the Board is strengthened
by the designation of Mr Johann Cilliers as lead independent non-executive director, as
announced on 29 May 2018.

31 July 2018

PSG Capital

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