LISTING OF STAR ON THE MAIN BOARD OF THE JSE LIMITED ( JSE ) AND ABRIDGED PRE-LISTING STATEMENT

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1 Steinhoff Africa Retail Limited (Previously K (South Africa) Proprietary Limited) (Incorporated in the Republic of South Africa) (Registration number: 2017/221869/06) Share Code: SRR ISIN: ZAE ( STAR or the Company ) NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, PUBLICATION OR RELEASE WOULD BE UNLAWFUL. LISTING OF STAR ON THE MAIN BOARD OF THE JSE LIMITED ( JSE ) AND ABRIDGED PRE-LISTING STATEMENT This announcement is not an offer of securities for sale or subscription in the United States or any other jurisdiction. This announcement is not a prospectus and not an offer to sell, or a solicitation of an offer to subscribe for or to acquire, securities in the United States or any other jurisdiction, including in or into the United States, Australia, Canada, Japan or South Africa. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. The information used in this abridged pre-listing statement is set out in the full pre-listing statement issued by STAR on Monday, 4 September 2017 (the Pre-listing Statement ). This abridged pre-listing statement does not constitute an offer to the public for the sale of or subscription for, or the solicitation of an offer to buy or subscribe for shares in the Company, but is issued in compliance with the Listings Requirements of the JSE (the JSE Listings Requirements ) for the purpose of providing information with regards to STAR. This abridged pre-listing statement highlights selected information from the Pre-listing Statement. It is not complete and does not contain all of the information that readers of this abridged pre-listing statement and/or the Pre-listing Statement should consider before investing in the ordinary shares of STAR (the Shares ). Invited Investors (as defined below) should read the Pre-listing Statement carefully in its entirety. 1. INTRODUCTION Steinhoff International Holdings N.V. ( Steinhoff International ) has previously announced, its indirectly held wholly owned subsidiary, STAR s intention to list its issued ordinary share capital on the main board of the securities exchange operated by the JSE, with the goal of creating a diversified listed retail company of significant size and scale with its roots in Africa. STAR confirms that the JSE has now granted the Company a listing of its issued ordinary shares in the 5373 Broadline Retailers sector of the JSE main board under the abbreviated name SHRetail, share code SRR and ISIN ZAE , subject to the fulfilment of the conditions precedent set out in

2 paragraph 5.5 below (the Listing ). The Listing is expected to be effective from the commencement of trading on Wednesday, 20 September 2017 ( Listing Date ). This announcement, including the abridged pre-listing statement below, is not an invitation to the public to acquire or subscribe for securities in any jurisdiction and is issued in compliance with the JSE Listings Requirements for the purpose of providing information to selected persons in South Africa and other jurisdictions in relation to STAR, and does not constitute, envisage or represent an offer to the public, nor does it constitute a prospectus, in each case as contemplated in the South African Companies Act, No. 71 of 2008 ( Companies Act ). 2. PRIVATE PLACEMENT The Listing will be accompanied by a capital raising through a private placement in order to establish the public shareholding spread and liquidity required by the JSE ( Private Placement ). The Private Placement is to occur by way of an offer of Shares by the Company, for subscription, subject to certain conditions, to selected investors in South Africa and other jurisdictions ( Invited Investors ), to whom the Private Placement will specifically be addressed, and by whom the Private Placement will be capable of acceptance. Up to Shares will be offered and will, upon their issue, represent up to approximately 21.74% of the total issued Shares immediately after the Listing ( Placement Shares ). Up to a further existing Shares ( Overallotment Shares ) may be sold to Invited Investors by a subsidiary of Steinhoff International ( Overallotment Shareholder ) pursuant to an option ( Overallotment Option ) which the Overallotment Shareholder intends to grant to the stabilisation manager, Citigroup Global Markets Limited, ( Stabilisation Manager ) for a period commencing on Listing and ending 30 days thereafter ( Stabilisation Period ). The Placement Shares, together with the Overallotment Shares (if the Overallotment Option is implemented in full) represent an aggregate of up to approximately 23.19% of the total issued Shares immediately after Listing. On Listing, Shares, constituting the entire issued ordinary share capital of STAR subsequent to the Private Placement, are expected to be listed on the main board of the exchange operated by the JSE. Proceeds (net of costs) from the Placement Shares will be distributed to STAR s existing shareholders, wholly owned subsidiaries of Steinhoff International. It is currently expected that the price at which the Placement Shares will be offered to Invited Investors in terms of the Private Placement ( Placement Price ) will be in the price range between R18.00 and R23.00 per Placement Share ( Placement Price Range ). However, the Placement Price may ultimately be outside the Placement Price Range. Irrespective of the final Placement Price, if the Directors of STAR, in their discretion determine that it would not be advisable to proceed with the Private Placement, STAR shall not be obliged to proceed with the Private Placement.

3 The Company has agreed to place to Lancaster 101 (RF) Proprietary Limited ( Lancaster ) on a preferential basis, and Lancaster has agreed to subscribe for, such number of Placement Shares as have a value of approximately R6.2 billion at the Placement Price ( BEE Placement ), as part of STAR s commitment to the development and support of South African government s Black Economic Empowerment ( BEE ) initiatives. The BEE Placement will represent approximately 8.83% of the total issued Shares immediately after Listing at an approximate midpoint of the Placement Price Range. Subject to certain exceptions, including the issuance of the Shoprite Consideration Shares (as defined below) and a placement to a limited number of institutional investors of Shares with a market value not exceeding the Rand equivalent of USD 50 million, the Company has entered into a 180-day share lock-up with the Joint Global Coordinators (as set out below). Steinhoff Africa Holdings Proprietary Limited and Lancaster have also entered into a 180-day share lock-up agreements subject to certain customary exceptions. 3. DISTRIBUTION OF PRE-LISTING STATEMENT STAR will today publish a pre-listing statement regarding the Listing and the Private Placement and containing detailed information regarding STAR ( Pre-listing Statement ). The Pre-listing Statement will be available on STAR s website ( Terms appearing in title case in this announcement and that are not otherwise defined herein, shall bear the meanings assigned to them in the Pre-listing Statement. 4. SALIENT DATES AND TIMES RELATING TO THE LISTING AND PRIVATE PLACEMENT The salient dates and times relating to the Listing and Private Placement are set out below: 2017 Abridged Pre-listing Statement published on SENS on Monday, 4 September Pre-listing Statement published on the Company s website ( and made available for inspection on Monday, 4 September Opening date of the Private Placement as announced on SENS on Monday, 4 September Abridged Pre-listing Statement published in the press on Tuesday, 5 September Closing date of the Private Placement (22:00) on Thursday, 14 September

4 Notification to Invited Investors of successful applications on Friday, 15 September Results of Private Placement released on SENS on Friday, 15 September Results of Private Placement published in the press on Monday, 18 September Uncertificated Shareholders accounts at CSDPs/Brokers updated on Wednesday, 20 September Listing of Shares on the JSE expected at the commencement of trade (9:00) on Wednesday, 20 September Notes: - All references to dates and times are to local dates and times in South Africa and are subject to change. Any such change will be announced on SENS. - Invited Investors must advise their CSDP or Broker of their acceptance of the Placement Shares in the manner and cut-off time stipulated by their CSDP or Broker. - CSDPs effect payment on a delivery-versus-payment basis. 5. ABRIDGED PRE-LISTING STATEMENT OF STAR 5.1. OVERVIEW STAR owns the Steinhoff Africa Retail Assets to be listed. The date of registration of STAR was 22 May STAR will remain a subsidiary of Steinhoff International and hence will continue to benefit from the group sourcing, scale advantages, shared best practices and strategic direction, allowing STAR to effectively compete with both domestic and international retailers in Africa. STAR will continue to focus on its vision to be the preferred and most convenient destination for the African consumer and all other stakeholders, by providing everyday essential products at affordable prices. STAR owns highly recognisable and trusted retail brands, benefits from one of the largest retail store footprints on the African continent and has an impressive growth track-record, both in South Africa and the rest of Africa. The STAR Group is a retailer servicing the value-conscious consumer in sub-saharan Africa. The STAR Group s business model is based upon a strategy of sourcing products at low cost and distributing them through STAR Group s owned retail brands. The STAR Group operates across various stable and growing cash generative sectors, including apparel, footwear, household goods, furniture, appliances, consumer electronics and building materials, whilst also providing financial and mobile services.

5 The STAR Group sells its products and services through 2 sales channels: (a) Discount and Value and (b) Speciality: (a) Discount and Value Products and services sold through the Discount and Value channel consist of the STAR Group s clothing, household goods, appliances, consumer electronics, personal accessories and cellular products and services, and financial services. Brands operating through the Discount channel, which are mainly focussed on best price, include: Pep in South Africa and the rest of Africa: PEP South Africa sells a discount range of merchandise including clothing, footwear and homeware. PEP also includes concept stores and offerings, PEP Home, PEP Cell and PEP Money. Pep also provides certain financial services to customers such as utility bill payments and money transfer services; PEP Africa carries the PEP brand across Africa, offering the same best prices and more and focusing on building scale within the clothing, footwear and homeware market segments; Poco, founded 25 years ago in Europe and introduced into South Africa in 2015, is a new concept homeware and furniture megastore offering furniture, homeware, bedding, kitchens, do-it-yourself ( DIY ), electronics, flooring, lighting and décor; Russells is a discount furniture and appliance retail brand with more than 300 stores across South Africa. Russells is positioned in the lower to middle end discount segment, with key brand pillars based on affordability, quality and trust supported by the buy line You pay less for more ; and Flash provides services and income to informal retail entrepreneurs using smart communication technologies such as Flash-branded payment devices and smartphone applications to allow vendors to invoice and to make and receive payments for goods and services including airtime, electricity and supplies. Through their sophisticated transaction switch, Flash enables millions of virtual transactions to take place daily in the informal markets of South Africa. Brands operating through the Value channel focus on a bigger assortment, quality and range, and include: Ackermans is a value retail brand offering everyday casual wear that appeals to the mass middle market of value-seeking consumers with a household income of over R5 000 per

6 month. A number of stores also offer homeware items, cellular and financial service offerings. Ackermans stores are located in urban centres in easily accessible locations in terms of public transport and in good proximity to other essential shops and customer services; Bradlows is a furniture and appliance retailer positioned in the middle to upper end value segment with the goal of offering stylish, quality and affordable furniture and appliances supported by personal service. Bradlows key value pillars are style, affordability and quality, with the buy line: You are the difference ; and Rochester is a furniture retailer that offers top-end quality lounge, dining room and bedroom furniture at affordable prices. The brand is positioned in the middle to upper end value segment with the vision that shopping at Rochester is a pleasure. Rochester s key value pillars are value, quality and style, with the buy line: It s not just furniture, it s Rochester. (b) Speciality Brands in the Speciality channel are divided into 4 categories: DIY: The DIY business operates building materials, hardware and DIY stores, including Buco (hardware and buildware), Timbercity (timber and carpentry) and The Tile House (wall and floor tiles), amongst others; Consumer electronics and appliances ( G2 ), includes Incredible Connection and HiFi Corp. Incredible Connection is a consumer electronics and IT retailer positioned in the middle to upper end of the market. HiFi Corp is a consumer retailer of consumer electronics, audio visual products and appliances positioned towards the mass-middlemarket consumers; Clothing, footwear and homeware ( CFH ), includes Dunns (mid-market fashion), John Craig (premium menswear), Refinery (affordable, on-trend fashion), Shoe City (footwear) and Tekkie Town (high-quality branded school, lifestyle, leisure and sports footwear); and Bedding, consisting of Sleepmasters which is a retailer of beds, bed sets and mattresses RATIONALE FOR LISTING The purpose of the Listing is to create a diversified listed retail company of significant size and scale with its roots in Africa. The Listing will also allow investors wishing to access the African growth story to invest directly into the Company. The separation of Steinhoff International s emerging and

7 developed market retail businesses is a natural progression given their distinct strategic and geographic focus. In addition, the Listing of STAR is expected to: result in Steinhoff International s African exposure being held through a controlling interest in a separately listed entity, which can be independently valued as an emerging market, Africa focused, retail company; provide the Company with access to capital in order to grow its business, both organically and by way of future acquisitions, including the Shoprite Transaction (as detailed below); provide Shareholders with a liquid, tradeable asset within a regulated environment and with a market-determined share price; and assist in the incentivisation of senior employees of the STAR Group through listed shares that are more closely aligned to the African business KEY FINANCIAL METRICS AND OUTLOOK For the 12 months ended 30 September 2016, the STAR Group reported revenue of R million, earnings before interest and tax and capital items ( EBIT ) of R3 485 million and earnings before interest, tax, depreciation and amortisation and capital items ( EBITDA ) of R4 397 million. During the periods under review, the STAR Group made two sizeable acquisitions and implemented a brand consolidation and restructure of the furniture operations. These acquisitions, the consolidation and the restructure will have a positive impact on the performance of STAR going forward. After adjusting for the acquisitions and one-off brand consolidation and restructuring related expenditure, the STAR Group would have reported revenue of R million, EBIT of R4 855 million and EBITDA of R5 776 million on a pro-forma basis for the 12 months ended 30 September Looking ahead, after the aforementioned adjustments, the STAR Group expects to achieve pro forma EBIT of R6 063 million and pro-forma EBITDA of R7 016 million for the 12 months ending 30 September 2017 ( FY17 ). STAR expects to list with approximately a two times net debt to FY17 EBITDA ratio. Further store openings and organic initiatives will provide opportunities for expanding operating margin and maintaining strong growth momentum SHOPRITE TRANSACTION STAR has entered into various call option agreements with various parties, in terms of which STAR could acquire economic and voting interests in Thibault Square Financial Services Proprietary Limited and Shoprite Holdings Limited ( Shoprite ) ( Call Options ). After implementation of the Call Options, STAR will hold approximately 22.7% of the economic interest and approximately 49.85% of the voting rights in Shoprite. In the event that the specific repurchase of Shoprite

8 ordinary shares, as addressed in a circular to Shoprite shareholders dated 7 August 2017 is implemented, the percentages referred to above will increase to approximately 23.1% and 50.61% respectively. The consideration will be settled through the issue of STAR shares (the Shoprite Consideration Shares ) that will represent an approximate 33.63% interest in the ordinary share capital of STAR after the Listing and the acquisitions under the Call Options. It should be noted that STAR will continue with the Listing regardless of whether the Call Options are implemented and Shoprite will continue to maintain its separate listing on the JSE after the implementation of the Call Options. The exercise and implementation of the Call Options will not require STAR to extend a mandatory offer to the remaining Shoprite shareholders in terms of the Companies Act and the Takeover Regulations as defined in the Companies Act and also will not require additional shareholder approval in terms of the JSE Listings Requirements or otherwise. The implementation of the Call Options remains subject to certain conditions precedent, including regulatory approvals such as Competition Authorities approval. Further details regarding the Shoprite Transaction appear in the Pre-listing Statement CONDITIONS PRECEDENT The Private Placement and the Listing are subject to the fulfilment of the following conditions precedent ( Conditions Precedent ): the approval for the Listing granted by the JSE on 1 September 2017 not being revoked or withdrawn; and as at the Listing Date, at least 12.5% of the Company s Shares being held by at least public shareholders, this being the level acceptable to the JSE in terms of a formal dispensation granted to the Company in connection with the Listing, and the JSE being satisfied that there will be sufficient liquidity on the Listing Date. Should any of the Conditions Precedent fail or should the Directors determine not to proceed with the Private Placement, the Private Placement and any acceptance thereof shall not be of any force or effect and no person shall have any claim of whatsoever nature against the Company or any other person as a result thereof, there being no duty on the Company, Steinhoff International or their respective directors or officers to procure that the Conditions Precedent are fulfilled AUTHORISED AND ISSUED SHARE CAPITAL The authorised and issued share capital of the Company, as at the Last Practicable Date, is set out below:

9 Number of Shares R millions Authorised share capital Shares of no par value Preference Shares of no par value Issued share capital Stated capital Shares of no par value * Preference Shares of no par value - - Shares held in treasury (i.e. by subsidiaries) - - *Based on an approximate midpoint of the Placement Price Range Assuming that Placement Shares are issued, the authorised and issued share capital of the Company on the Listing Date is expected to be as follows: Number of Shares R millions Authorised share capital Shares of no par value Preference Shares of no par value Issued share capital Stated capital Shares of no par value ** Preference Shares of no par value - - Shares held in treasury (i.e. by subsidiaries) - - **Based on an approximate midpoint of the Placement Price Range and taking into account that the proceeds from the Placement shares will be distributed to STAR s existing shareholders, wholly owned subsidiaries of Steinhoff International The abovementioned preference shares consist of various classes, the terms of which are detailed in the Pre-listing Statement ( Preference Shares ). No Preference Shares are currently in issue or will, upon the Listing Date, be in issue.

10 5.7. COMPOSITION OF THE BOARD The full names, ages, business addresses and capacities of the Directors are provided below: Full name Age Capacity Business Address Andries Benjamin (Ben) la Grange 42 Chief Executive Officer Block D, De Wagenweg Office Park, Stellentia Road, Stellenbosch,7600 Riaan Gustav Hanekom 47 Chief Financial Officer 36 Stellenberg Rd, Parow, Industria, 7493 Markus Johannes Jooste 56 Non-executive Director Block D, De Wagenweg Office Park, Stellentia Road, Stellenbosch,7600 Daniël Maree (Danie) van der Merwe 59 Non-executive Director Block D, De Wagenweg Office Park, Stellentia Road, Stellenbosch,7600 Jacob Daniel Wiese 36 Non-executive Director 36 Stellenberg Rd, Parow, Industria, 7493 Jayendra Naidoo 56 Independent nonexecutive Chairperson Ground Floor, The Place, 1 Sandton Drive, Sandton, 2196 Johann Bernard Cilliers 57 Independent nonexecutive Director 5 Gerbera Close, Welgedacht Estate, Bellville, 7530 Vusumuzi Philip (Vusi) Khanyile 66 Independent nonexecutive Director Thebe House, 2 nd Floor, 166 Jan Smuts Avenue, Rosebank, 2196 Stephanus Hilgard (Steve) Müller 55 Independent nonexecutive Director 6A Athole Avenue, Craighall, 2196 Heather Joan Sonn 45 Independent nonexecutive Director 18 Orphan Street c/o Bree Street and Orphan Street, Cape Town 8001 Allen Edwin Swiegers 56 Independent nonexecutive Director 442 Milner Street, Waterkloof, Pretoria, 0181

11 5.8. COPIES OF THE PRE-LISTING STATEMENT Copies of this Pre-listing Statement are available in English only and may from Monday, 4 September 2017 until the Listing Date be obtained, during business hours, from the registered office of the Company at 28 Sixth Street, Wynberg, Sandton, 2090 and from STAR s sponsor, PSG Capital, at 1st Floor, Ou Kollege, 35 Kerk Street, Stellenbosch, 7600 and at 11 Alice Lane, Sandhurst, Sandton, A copy of this Pre-listing Statement will also be available on the Company s website ( from today. Stellenbosch 4 September 2017

12 TRANSACTION AND CORPORATE SPONSOR JOINT GLOBAL COORDINATOR JOINT GLOBAL COORDINATOR JOINT GLOBAL COORDINATOR JOINT GLOBAL COORDINATOR JOINT BOOKRUNNER JOINT BOOKRUNNER SOUTH AFRICAN LEGAL ADVISOR TO THE COMPANY INTERNATIONAL LEGAL ADVISOR TO THE COMPANY SOUTH AFRICAN LEGAL ADVISOR TO THE COMPANY INDEPENDENT REPORTING ACCOUNTANT SOUTH AFRICAN LEGAL ADVISOR TO THE JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS INTERNATIONAL LEGAL ADVISOR TO THE JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS ENQUIRIES Steinhoff International & STAR: Mariza Nel, +27 (0) ; Citigroup: Patrick Evans, +44 (0) ; Nick Pagden, +27 (0) ; Investec: Carlyle Whittaker, +27 (0) ; Hugo Steyn, +27 (0) ; Morgan Stanley: Mark Maislish, +44 (0) ; RMB: Stephen Friesenecker, +27 (0) ; JP Morgan: Kevin Latter, +27 (0) ; Charlie Walker, +44 (0) ; and Standard Bank: Richard Stout +27 (0) DISCLAIMER

13 The contents of this announcement have been prepared by and are the sole responsibility of STAR. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities to any person in the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein (the Shares ) may not be offered or sold in the United States unless registered under the U.S. Securities Act of 1933, as amended (the Securities Act ) or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The offer and issue of the Shares has not been, and will not be, registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offer of securities in the United States, Canada, Australia and Japan. This announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase and/or subscribe for Shares in South Africa, including an offer to the public for the sale of, or subscription for, or the solicitation of an offer to buy and/or subscribe for, shares as defined in the South African Companies Act No. 71 of 2008 ( South African Companies Act ), as amended and will not be distributed to any person in South Africa in any manner that could be construed as an offer to the public in terms of the South African Companies Act. In South Africa this announcement is directed only at (i) persons falling within the exemptions set out in section 96(1)(a) or (ii) persons who subscribe, as principal, for Shares at a minimum aggregate subscription price of R , as envisaged in section 96(1)(b), of the Act (all such persons in (i) and (ii) being referred to as relevant persons ). The Private Placement and any other investment activity to which this announcement relates will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act on this announcement or any of its contents. This announcement does not, nor does it intend to, constitute a registered prospectus, as contemplated by the South African Companies Act. The information contained in this announcement constitutes factual information as contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as amended and should not be construed as an express or implied recommendation, guide or proposal that any particular transaction in respect of the Shares or in relation to the business or future investments of the Company is appropriate to the particular investment objectives, financial situations or needs of a prospective investor, and nothing in this announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. In member states of the European Economic Area (each, a Relevant Member State ), this announcement and any offer if made subsequently is directed only at persons who are qualified investors within the meaning of the Prospectus Directive ( Qualified Investors ). For these purposes, the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order ) or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated, and any investment activity to which it relates will only be engaged in with such persons and it should not be relied on by anyone other than such persons. Copies of this announcement are not being made and may not be distributed or sent into the United States, Canada, Australia or Japan.

14 This announcement may include statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms believes, estimates, plans, projects, anticipates, expects, intends, may, will or should or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company s business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made. Each of the Company, Steinhoff, Citigroup, Investec, J.P. Morgan, Morgan Stanley, PSG Capital, RMB and Standard Bank and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise. Any subscription of Shares in the proposed Private Placement should be made solely on the basis of the information contained in the Pre-listing Statement to be issued by the Company in connection with the Private Placement. The information in this announcement is subject to change. Before subscribing for or purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Pre-listing Statement when published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. The date of the Listing may be influenced by a variety of factors which include market conditions. There is no guarantee that Listing will occur and you should not base your financial decisions on the Company s intentions in relation to Listing at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Private Placement. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Private Placement for the person concerned. None of Citigroup, Investec, J.P. Morgan, Morgan Stanley, PSG Capital, RMB and Standard Bank or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Each of Citigroup, Investec, J.P. Morgan, Morgan Stanley, PSG Capital, RMB and Standard Bank is acting exclusively for STAR and Steinhoff and no-one else in connection with the Private Placement. They will not regard any other person as their respective clients in relation to the Private Placement and will not be responsible to anyone other than STAR and Steinhoff for providing the protections afforded to their respective clients, nor for providing advice in relation to the Private Placement, the contents of this announcement or any transaction, arrangement or other matter referred to herein. Morgan Stanley and J.P. Morgan is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and FCA. In connection with the Private Placement, each of Citigroup, Investec, J.P. Morgan, Morgan Stanley, RMB and Standard Bank and any of their respective affiliates, may take up a portion of the Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of STAR or related investments in connection with the Private Placement or otherwise. Accordingly, references in the Pre-listing Statement, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by any of Citigroup, Investec, J.P. Morgan, Morgan Stanley, RMB and Standard Bank and any of their respective affiliates acting in such capacity. In addition, Citigroup, Investec, J.P. Morgan, Morgan Stanley, RMB and Standard Bank may enter into financing arrangements and swaps in connection with which they or their affiliates

15 may from time to time acquire, hold or dispose of Shares. None of Citigroup, Investec, J.P. Morgan, Morgan Stanley, RMB and Standard Bank nor any of their respective affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. In connection with the Private Placement, the Company has appointed Citigroup as Stabilisation Manager who may, subject to the JSE Listings Requirements and other applicable law, over-allot Shares or effect other transactions with a view to supporting the market price of the Shares at a level higher than that which might otherwise prevail for a limited period after the date of the Listing. However, there will be no obligation on the stabilisation manager to do so. Such stabilising action may under no circumstances continue beyond the 30th calendar day after the date of the Listing. Unless otherwise indicated, market, industry, market share and competitive position data are estimates (and accordingly, approximate) and should be treated with caution. Such information has not been audited or independently verified, nor has the Company ascertained the underlying economic assumptions relied upon therein.