STEINHOFF INTERNATIONAL PROPOSED ACQUISITION OF PEPKOR HOLDINGS 25 - - PowerPoint PPT Presentation

STEINHOFF INTERNATIONAL

PROPOSED ACQUISITION OF PEPKOR HOLDINGS

25 NOVEMBER 2014 THE CREATION OF A LEADING GLOBAL DISCOUNT RETAIL PLATFORM

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Markus Jooste

Chief Executive Officer of Steinhoff International (“Steinhoff” or the “Company”)

Joined Steinhoff in 1988

Presenters

Pieter Erasmus

Chief Executive Officer of Pepkor Holdings (“Pepkor”)

Joined Pepkor in 1998

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Salient Terms of the Acquisition

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Pepkor Overview

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Steinhoff & Pepkor – Strategic Rationale

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Key Transaction Terms and Timetable Overview

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Q&A Agenda

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SALIENT TERMS OF THE ACQUISITION MARKUS JOOSTE, CEO - STEINHOFF

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Salient Terms of the Acquisition ›

Steinhoff to acquire 92.34% of the share capital of Pepkor from the Wiese group, Brait Mauritius Limited (“Brait”) and Pepkor management

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Purchase consideration of R62.8 billion

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Values 100% of the share capital of Pepkor at R68.0 billion

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Purchase consideration to be settled through the issue of 839 million new Steinhoff shares at R57 per share and R15 billion cash

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Dr Wiese will receive all new shares whilst Brait will receive a combination of new shares and cash

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Steinhoff will fund the cash portion of the purchase consideration from existing cash reserves

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Pepkor management will hold approximately 7.7% of the share capital of Pepkor and will be invested in another 2.8% of Steinhoff shares

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Pooling arrangements between the Wiese group, Steinhoff shareholders (including the Steinhoff family and Brait) and Steinhoff and Pepkor management, together holding more than 35% of the share capital of Steinhoff, subject to the requisite regulatory and shareholder approvals, coupled to pre-emptive rights

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Proposed transaction subject to shareholder, regulatory approvals and consents – 50% of the share capital indicated their support for the acquisition

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Expected completion by the end of Q1 2015

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No impact on plans for primary listing in Frankfurt, expected in Q2 2015

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Steinhoff & Pepkor - a Leading Global Discount Retailer ›

Combined PF 2014 Annual Sales in excess of R156bn (€11.27bn) generating Annual EBITDA of R19bn (€1.35bn)

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Global Footprint of 6,000+ stores accessing close to 1 billion customers across the globe

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Brands and retail formats tailored to local market conditions and customer needs

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Diversified and complementary product range providing an attractive mix of cyclical and defensive high-growth retail categories

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Enhanced growth profile through operational efficiencies and accelerated top-line growth

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Developed market retail revenue stream supplemented by meaningful emerging market consumer exposure

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Substantial buying power and economies of scale provides distinct supply chain cost advantages

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Strong balance sheet to capitalise on future opportunities

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Management team of highly experienced international retailers with proven track records

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Dr Wiese and Pieter Erasmus to join Steinhoff International’s executive committee

Source: Company filings. Note: Sales, EBITDA and cash flow figures based on FY2014 reported figures. ZAR converted to EUR at a rate of 13.84

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Steinhoff & Pepkor - Household Names in Value Discount Retail

Steinhoff Retail International Steinhoff Retail Africa Pepkor

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Steinhoff & Pepkor - Significant Sales and EBIT Growth Potential ›

International will represent 67% of Annual Sales and 74% of Annual EBIT

›

Africa will represent 33% of Annual Sales and 26% of Annual EBIT

Source: Company filings as of FY2014. ZAR converted to Euro at a rate of 13.84. Note: Figures represent actual reported FY2014 figures as combined. International Retail includes International operations, manufacturing sourcing, logistics and corporate services. African Retail includes African operations, manufacturing sourcing, logistics and corporate services. Pepkor revenue includes other operating income of R400m.

R156.0bn (€11.3bn) R16.1bn (€1.2bn) 6,063

Revenue to increase by 33% EBIT to increase by 25%

83.9 9.0 1 097 30.6 1.2 1 224 2.9 2.7 38.6 3.2 3 742

Revenue (R'bn) EBIT (R'bn) Stores (#)

International Retail African Retail International Properties Pepkor 117.4 38.6 156.0 Steinhoff Pepkor Combined 12.9 3.2 16.1 Steinhoff Pepkor Combined

R’(bn) R’(bn)

8 46.3 28.5 17.6 16.7 16.3 16.2 14.3 13.9 13.4 12.9 11.8 11.3 10.0 9.7 8.5 8.0 7.8 7.5 7.2 7.1 4.7 4.6 4.5 4.4 3.4 3.2 3.2 3.2 3.2 3.0 2.9 2.8 2.6 1.6 1.3 1.2 1.2 1.2 1.0 0.9 0.9 0.4

Metro IKEA Makro SHV Holdings Inditex Groupe Adeo H&M El Corte Ingles Kingfisher X5 Retail Group Marks & Spencer Jeronimo Martins Combined Entity DIA Kering Steinhoff NorgesGruppen Tengelmann Group Dansk Supermarked Reitan Group Home Retail Group Next Deichmann Darty Bauhaus Sports Direct Dixons Carphone Karstadt Warenhaus Groupe Vivarte Hornbach-Baumarkt Praktiker Debenhams Pepkor OJSC Company M.Video B&M Nobia Poundland Howdens Halfords LPP Dunelm Gerry Weber CCC

Steinhoff & Pepkor – a Leader Amongst European Discount Retailers

Top European Non-Food Retailers by Revenue (€ billion)

Source: Company filings, Factset and industry research. Note: Figures are for the last reported period for the companies listed.

DIY / Household Goods Cellular / Electronics General Retailers Discounters Apparel / Department Store

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PEPKOR OVERVIEW PIETER ERASMUS, CEO - PEPKOR

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(1,883 Stores) (84 Stores) (92 Stores) (253 Stores) (553 Stores) (58 Stores)

Pepkor Overview

(436 Stores) (6 Stores) (196 Stores) (50 Stores) (12 Stores) Discount 59% Value 39% Speciality 2% (13 Stores) (64 Stores)

Retail related businesses include: Clothing factory (SA), sourcing offices in China, a cellular wholesale distributor (SA) and a wholesale business (Australia). (1) Contribution to revenue.

Household Goods & Personal Accessories Footwear and Clothing Cellular 12 main retail brands 16 countries on 3 continents 2014 revenue: R38.2bn (€2.8bn) 2014 EBITDA: R4.0bn (€0.3bn) 3,742 stores across 1.7 million m2 c.32,000 employees Revenue Split by Operating Segment

(50 Stores) +102 +64 +173 +#

Number of stores added in each region in FY2014

37%(1) 50%(1) 13%(1)

› Established in 1965, Pepkor is a leading South African based retailer selling mainly clothing, footwear,

household goods, personal accessories, cellular products and providing financial services

› Pepkor serves discount and value-focused cash consumers in the higher growth LSM 1-6 segment

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DISCOUNT: Pep Group – South Africa, Rest of Africa

Pepkor Brand Portfolio Overview

Number of stores 1,933 Product Range Discount Clothing, Footwear, House wares, Clothing Accessories, Cellular Airtime Number of Employees 16,115 Average Store Size (m2) 387 Average 2014 Store Sales (Rm) 9.6 Number of stores 63 558 outlets Product Range Airtime, Electricity, Bill payments Flash outlets serviced 13 154

DISCOUNT INFORMAL SECTOR– South Africa

Cellular distribution company

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Pepkor Brand Portfolio Overview

VALUE: Ackermans – South Africa

Number of stores 436 Product Range Clothing, Footwear, House wares, Clothing Accessories, Cellular Number of Employees 5,415 Average Store Size (m2) 738 Average 2014 Store Sales (Rm) 14.0

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DISCOUNT: Pepco – Poland, Slovakia, Czech Republic

Pepkor Brand Portfolio Overview

Number of stores 553 Product Range Discount Clothing, Footwear, House wares, Clothing Accessories, Cellular Airtime Number of Employees 4,386 Average Store Size (m2) 328 Average 2014 Store Sales (Rm) 6.3

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SPECIALITY: SA Speciality Retail – South Africa, Rest of Africa

Pepkor Brand Portfolio Overview

VALUE: Pepkor South East Asia – Australia, New Zealand

Number of stores 479 Product Range Clothing, Footwear, Clothing Accessories, Cellular, Insurance Number of Employees 2,508 Average Store Size (m2) 276 Average 2014 Store Sales (Rm) 2.1 Number of stores 341 Product Range Clothing, Footwear, House wares Number of Employees 4,251 Average Store Size (m2) 1,015 Average 2014 Store Sales (Rm) 24.6

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› Highly recognisable brands, including Pep, Africa’s largest retailer › Pepco #1 non-food retailer in Poland and one of the fastest growing in Eastern Europe › Strong multinational footprint, operating in 16 countries across 3 continents › Excellent track-record of mid-teens sales growth › Operates in high-growth, value-orientated market segment (LSM 1-6), providing goods to the lower-end consumers

while looking to move up the value chain, potentially disrupting established players

› Highly cash generative sales model with limited credit sales – average cash sales over past 3 financial years:

– pre-capex: 99% of EBITDA – post-capex: 69% of EBITDA

› Allows rapid growth to be self-funded – no pressure on Pepkor’s balance sheet › Stable Southern African operations provide a solid foundation for its international expansion › Multi-brand strategy focused on discount and value-focused market segments in Southern Africa, Eastern Europe and

Australia

› Future expansion into Eastern Europe, Western Europe and Africa › Significant further growth potential in existing and new markets

– Successful growth track-record in Eastern Europe with substantial future growth potential – Poised to embark on expansion into Western Europe – Well-positioned for further expansion in Africa – Established Australian platform, currently undergoing a 3-year turnaround plan

› Highly experienced management team, with interests aligned to shareholders

Pepkor – Key Business Attractions

Strong Market Positioning Robust Operating Model Clear Strategy Pepkor Growth Opportunity Experienced Management Team

1 2 3 4 5

Source: Company filings

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STEINHOFF & PEPKOR MARKUS JOOSTE, CEO - STEINHOFF

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Discount Retailing Trends Provide Attractive Market Opportunity

Steinhoff to Further Benefit from Recent Discount Retailing Trends

› Weak macro-economics have resulted in a discretionary income decline since 2008 › The discount retail market has benefited from the “flight to value” trend › Most noticeable impact has been among less affluent customers, but customers across the spectrum are “trading down” › Shopping at discount retailers has also recently become more socially acceptable, given improved variety and quality › Responding to increased demand, discount retailers have expanded operations through new store openings › The discount retail sector is continuing to gain market share › The discount supply chain provides distinct cost advantages and is supported by scale efficiencies

Over last 10 years the Discount segment has grown significantly faster than the broader market(1)

Last 10 Years CAGR by Market

42% 40% 36% 34% 27% 22% 21% 21% 11% 8% 9% 8% 8% 5% 4% 3% 9% 18% 10% 14% 8% 9% 12% 13% 8% 3% 3% 1% 2% 0% 2% 1% Zambia Mozambique Botswana Lesotho Angola South Africa Namibia Poland Czech Republic Slovakia UK Italy Netherlands Spain France Germany

Discount Segment Total Retail Market Sub-Saharan Africa Eastern Europe Western Europe

Source: Planet Retail. Note: Discount retail data is aggregated for the three discount retail segments (Discount Stores, Discount Superstores and Discount Variety Stores) reported by Planet Retail. (1) Last 5 years CAGR used where 10 year data unavailable.

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0.0% 0.1% 0.2% 0.3% 0.4% 0.5% 2002 2004 2006 2008 2010 2012 Sub-Saharan Africa 2013 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 2002 2004 2006 2008 2010 2012 Eastern Europe 2013 4.0% 5.0% 6.0% 7.0% 8.0% 2002 2004 2006 2008 2010 2012 Western Europe

Discount Retailing Trends Provide Attractive Market Opportunity (Cont’d)

Underlying Consumer Trends Show there is a Growing Position for Discounters within the Market which will continue after the Economic Recovery, due to:

• 1. Continued roll-out of discount retailers providing greater access to the consumer
• 2. Increasing transparency (especially online) across retailers’ prices allowing consumers to bargain hunt more

effectively

• 3. Increased transaction volumes and basket spend as the discount channel is increasingly accepted as a

complementary shopping channel

• 4. Strong support from FMCG companies and other non-grocery suppliers

Source: Planet Retail. Note: Sub-Saharan Africa includes Angola, Botswana, Zambia, South Africa, Namibia, Mozambique and Lesotho; Eastern Europe includes Poland, Slovakia and Czech Republic; Western Europe includes France, Germany, Italy, Netherlands, Spain and the UK.

Discount Retail Sector Market Share

Discount’s share of the overall retail market in each of Steinhoff’s growth markets continues to increase

2013

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With Over 6,000 Stores the Combined Group is Strongly Positioned to Take Advantage of the Market Opportunity

Australia: 477 Stores c.549,000m2 Europe: 1,514 Stores c.2.3 million m2 Rest of Africa: 230 Stores c.87,000m2 South Africa(1): 3,842 Stores c.1.8 million m2 Asia: Factories and Sourcing Offices Combined Group Retail Presence Combined Group Manufacturing and Sourcing Presence

Note: (1) Includes Botswana, Lesotho, Namibia and Swaziland.

+6,000 stores (4.7m sqm), Generating Net Revenue of >R150 billion (€11 billion)

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Strategic Rationale Aligned with Steinhoff’s Competitive Strengths

Steinhoff’s Key Competitive Strengths Pepkor Acquisition Alignment Largest household goods and furniture retailer in Europe

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Expand footprint and product offering in the growing value discount market sector Strong recognition of multiple locally-positioned brands

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Pepkor’s multi-brand strategy of 12 main retail brands in 3 operating regions fits with Steinhoff’s own multi-brand retail strategy Specialist in household goods and furniture products

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Expansion of Steinhoff’s retail footprint to include apparel, footwear and cellular phones, yet the focus remains on the same value-focused, mass-market consumer demographic Leverage benefits associated with a vertically integrated supply chain

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Benefit from greater efficiencies and savings from supply chain Continued market share gains through consolidation

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Further consolidate its operating markets via M&A Strong record of profitable growth and cash generation

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Strengthens Steinhoff’s growth and creates solid underpin to cash flow profile Significant growth potential

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Combined group will have an enhanced growth profile through operational efficiencies and acceleration of Pepkor’s European expansion Highly experienced management teams

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Pepkor’s highly experienced discount-focused management team adds additional management expertise and bench-strength to Steinhoff

• Dr. Wiese and Pieter Erasmus to join Steinhoff International’s executive committee

1 2 3 4 5 6 7 8

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Pepkor Enhances Steinhoff’s growth trajectory › Complementary discount retail footprints and opportunity to leverage Steinhoff’s decades

worth of experience in multiple European markets

› Profitable expansion of the Pepco business model within Steinhoff’s existing European

discount formats, thereby:

› Diversifying product mix with faster moving, less cyclical products › Increasing per square metre sales densities on existing overhead base

Further Accelerate Growth Across Europe Leverage off Steinhoff’s Property Portfolio

› Expanding Pepco’s standalone store network within Steinhoff’s owned property portfolio

− Potentially increasing utilisation and property yields − Enhancing operating leverage

› Steinhoff’s large European property portfolio provides an ideal platform for Pepco’s

expansion

1 2

Significant Synergy Potential

› Combined supply chain and logistics functions, increasing profitability

− Greater buying power and economies of scale

› Substantial operational and supply chain overlap and cost saving opportunities in:

− Eastern Europe, Australia and Africa

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Combined Marketing Opportunities

› Re-branding opportunities of existing trading formats

− Optimising South African store footprint and network

› Increasing omni-channel initiatives

− Potential to deliver seamless consumer experiences across all retail channels

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KEY TRANSACTION TERMS AND TIMETABLE OVERVIEW MARKUS JOOSTE, CEO - STEINHOFF

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Key Offer Terms & Transaction Details

Note: (1) Companies Act shareholder vote requirement supersedes the JSE’s Cat 1 related party vote approval threshold of 50%.

Stake

›

92.34% of Pepkor

Selling Shareholders

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Titan Premier Investments Pty (Ltd) (“Premier”) and Thibault Square Financial Services (Pty) Ltd (“Thibault”) together hold an effective interest

• f 52.47% in Pepkor. Dr Christo Wiese is a beneficiary of a family trust which is the ultimate controlling shareholder in Titan and Thibault

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Brait, holding an effective 37.06% in Pepkor

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Pepkor management holding a direct interest of 2.81% in Pepkor

Purchase Consideration

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Total purchase consideration of R62.8bn

Settlement

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Dr Wiese to be settled via the issue of 609.1m new Steinhoff shares at R57 per share translating to total consideration of R34.7bn

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Brait to be settled via the issue of 200m new Steinhoff shares at R57 per share and a cash consideration of R15bn translating to a total consideration of R26.4bn

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Pepkor management to be settled via the issue of 29.9m new Steinhoff shares at R57 per share translating to total consideration of R1.7bn

Funding

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R15bn of cash for Brait funded from its existing cash resources and debt facilities

Pooling arrangement

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The directors (including the Wiese family that already owns ±46m shares) Pepkor and Steinhoff management and other Steinhoff shareholders (including Brait and the Steinhoff family) will collectively hold in excess of 35% of Steinhoff and will enter pooling arrangements, subject to requisite regulatory and shareholder approvals, coupled to pre-emptive rights

Management

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Pepkor management holding approximately 7.7% of the share capital of Pepkor and will be invested in another 2.8% of Steinhoff shares

Shareholder Approvals

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Related party transaction per Companies Act requires >75% by number of votes, present and voting(1)

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Approval of Voting Pool waiver by requisite majority (50% + 1) of independent Steinhoff shareholders

Regulatory Approvals

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JSE, TRP & Relevant Competition Authorities

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TRP exemption required from the obligation to make a Mandatory Offer

Other Conditions Precedent

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Conclusion of the Voting Pool agreement

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Favourable fairness opinion

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JSE granting a listing of the 839m new Steinhoff shares in lieu of the proposed transaction

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Other conditions precedent customary for a transaction of this nature

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Indicative Timetable – Proposed Transaction and Frankfurt Listing

Transaction Terms Announcement 25 November 2014 Steinhoff AGM 2 December 2014 Posting of Proposed Transaction Circular to Steinhoff / Brait Shareholders by 15 December 2014 Steinhoff / Brait General Meeting to approve Proposed Transaction January 2015 Condition Precedent Fulfilment, Steinhoff Finalisation Announcement and Settlement of Purchase Consideration March 2015 Announcement and Posting of Scheme Circular regarding Frankfurt Listing March 2015 Steinhoff General Meeting to approve Scheme Q2 2015 Implementation of Scheme and Finalisation Announcement for FSE Listing Q2 2015 Listing of HoldCo AG on the FSE Q2 2015

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THANK YOU

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APPENDIX

27 52% 22% 24% 2% 35% 7% 34% 3% 21% 5% 95% 9% 21% 70% 63% 8% 26% 3% 29% 24% 28% 2% 17% 32% 68% 47% 33% 18% 2% 50% 5% 37% 8%

Overview of Standalone and Pro forma Financials

Steinhoff Standalone Pepkor Steinhoff + Pepkor

FY 14A Sales (Segment) FY 14A Operating Profit (Segment)

Manufacturing, sourcing, logistics and corporate services - International Retail - International Operations Retail - African Operations International Properties Manufacturing, sourcing, logistics and corporate services - International Retail - International Operations Manufacturing, sourcing, logistics and corporate services – African Operations Retail - African Operations International Properties

14A EBIT: R12.9bn(2) 14A Revenue: R117.4bn(1)

Note: (1) Assumes even distribution of intersegment revenue eliminations of R22,777m across business segments. (2) EBIT equals operating profit from continuing operations of R14,122m less capital items of R1,500m and plus R324m from KAP equity accounted earnings at 45%.

14A EBIT: R3.2bn 14A Revenue: R38.6bn 14A EBIT: R16.1bn 14A Revenue: R156.0bn

FY 14A Sales (Geography)

Continental Europe Pacific Rim United Kingdom Africa

14A Revenue: R117.4bn 14A Revenue: R38.6bn 14A Revenue: R156.0bn

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Disclaimer

Certain statements in this document may constitute 'forward looking statements'. Such forward looking statements reflect the company's beliefs and expectations and involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Steinhoff International and its subsidiaries to be materially different from the future results, performance or achievements expressed or implied by such forward looking statements. The company undertakes no obligation to update publicly or release any revisions to these forward looking statements to reflect events or circumstances after the date of this document, or to reflect the occurrence of anticipated events. Past performance

• f the company cannot be relied on as a guide to future
• performance. Forward-looking statements speak only as at the date of this document. You are cautioned not to place any

undue reliance on such forward looking statements. No statement in this document is intended to be a profit forecast. This document is being supplied to you for informational purposes only. This document is not a prospectus or an offer or invitation or inducement to subscribe for or purchase any securities, and nothing contained herein shall form the basis of any contract or commitment whatsoever. This document does not constitute a recommendation regarding the securities of the company. No representation or warranty, express or implied, is given by the company, its subsidiaries or any of their respective directors, officers, employees and affiliates or any other person as to the fairness, accuracy or completeness of the information (including data obtained from external sources) or opinions contained in this document, nor have they independently verified such information, and any reliance you place thereon will be at your sole risk. Without prejudice to the foregoing, no liability whatsoever for any loss howsoever arising, directly or indirectly, from any use of information contained in this document, or otherwise arising in connection therewith is accepted by any such person in relation to such information. None of the data in this document has been reviewed or reported on by the group‘s auditors and no guarantee or warranty as to the data's accuracy, expressed or implied, is given.