Steinhoff Intl : SHF - Steinhoff - Results of special resolution required in connection with

SHF - Steinhoff - Results of special resolution required in connection with

2012/01/30 SHF SHF - Steinhoff - Results of special resolution required in connection with the Acquision by Steinhoff of an equity interest in PSG Group Limited STEINHOFF INTERNATIONAL HOLDINGS LIMITED (Registration number 1998/003951/06) Incorporated in the Republic of South Africa JSE Code: SHF ISIN: ZAE000016176 ("Steinhoff") RESULTS OF SPECIAL RESOLUTION REQUIRED IN CONNECTION WITH THE ACQUISION BY STEINHOFF OF AN EQUITY INTEREST IN PSG GROUP LIMITED ("PSG") 1. Steinhoff shareholders are referred to the notice to shareholders dated 22 December 2011 ("the Notice") in connection with the acquisition by Steinhoff of a 20% shareholding in PSG ("the Acquisition"), and, specifically, the proposed issue of 31 635 884 Steinhoff shares to Mayfair Speculators Proprietary Limited ("the Mayfair Issue") as one of the vendors of the PSG shares to be acquired by Steinhoff. The 20 business day period referred to in paragraph 6 of the Notice expired by the close of business on 27 January 2012 ("Closing Date"). 2. As at the Closing Date, the Special resolution referred to in paragraph 3 of the Notice was approved by Steinhoff shareholders by a majority of 81.9% of the total votes that were received in response to the Notice. Accordingly, the special resolution has been adopted by the requisite majority of shareholders as a result of which the Mayfair Issue has now become unconditional. 3. All of the Steinhoff consideration shares in respect of the acquisition will be issued and a listing application in respect of those shares has been submitted to the JSE Limited. 4. Accordingly, Steinhoff has acquired a total of 36 915 781 PSG shares, representing a shareholding of 20% of PSG's issued share capital (net of treasury shares). Wynberg, Sandton 30 JANUARY 2012 SPONSOR: PSG CAPITAL PROPRIETARY LIMITED Date: 30/01/2012 12:04:50 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.