STEINHOFF INTERNATIONAL

PROPOSED ACQUISITION OF PEPKOR HOLDINGS

25 NOVEMBER 2014

THE CREATION OF A LEADING GLOBAL DISCOUNT PLATFORM Presenters

Markus Jooste Chief Executive Officer of (“Steinhoff” or the “Company”) Joined Steinhoff in 1988

Pieter Erasmus Chief Executive Officer of Pepkor Holdings (“Pepkor”) Joined Pepkor in 1998

1 Agenda

1 Salient Terms of the Acquisition

2 Pepkor Overview

3 Steinhoff & Pepkor – Strategic Rationale

4 Key Transaction Terms and Timetable Overview

5 Q&A

2 SALIENT TERMS OF THE ACQUISITION MARKUS JOOSTE, CEO - STEINHOFF

3 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

− Purchase consideration of R62.8 billion

− Values 100% of the share capital of Pepkor at R68.0 billion › Purchase consideration to be settled through the issue of 839 million new Steinhoff shares at R57 per share and R15 billion cash − Dr Wiese will receive all new shares whilst Brait will receive a combination of new shares and cash

− Steinhoff will fund the cash portion of the purchase consideration from existing cash reserves › Pepkor management will hold approximately 7.7% of the share capital of Pepkor and will be invested in another 2.8% of Steinhoff shares › 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 › Proposed transaction subject to shareholder, regulatory approvals and consents – 50% of the share capital indicated their support for the acquisition › Expected completion by the end of Q1 2015 › No impact on plans for primary listing in Frankfurt, expected in Q2 2015

4 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)

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

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

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

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

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

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

› Strong balance sheet to capitalise on future opportunities

› Management team of highly experienced international retailers with proven track records

− 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

5 Steinhoff & Pepkor - Household Names in Value Discount Retail

Steinhoff Retail International Pepkor Steinhoff Retail

6 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

Revenue to increase by 33% R’(bn)

Revenue R156.0bn 38.6 156.0 83.9 30.6 2.9 38.6 (R'bn) (€11.3bn) 117.4

R16.1bn EBIT (R'bn) 9.0 1.2 2.7 3.2 Steinhoff Pepkor Combined (€1.2bn)

EBIT to increase by 25% R’(bn) 3.2 16.1 12.9 Stores (#) 1 097 1 224 3 742 6,063

International Retail African Retail

International Properties Pepkor Steinhoff Pepkor Combined

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. 7 Steinhoff & Pepkor – a Leader Amongst European Discount Retailers

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

46.3 Discounters

Apparel / Department Store 28.5 General Retailers

DIY / Household Goods

Cellular / Electronics 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

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

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

8 PEPKOR OVERVIEW PIETER ERASMUS, CEO - PEPKOR

9 Pepkor Overview

› 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

37%(1) Household Goods & Personal Accessories

12 main retail brands 16 countries on 3 continents (553 Stores) 2014 revenue: R38.2bn (€2.8bn)

2014 EBITDA: R4.0bn (€0.3bn) +102 3,742 stores across 1.7 million m2 c.32,000 employees Footwear and Cellular Clothing

50%(1) 13%(1)

Speciality 2% (92 Stores) +173 (84 Stores) (12 Stores) (436 Stores) Discount Value +64 59% (58 Stores) 39% (13 Stores) (253 Stores) (50 Stores) (6 Stores) (196 Stores) (50 Stores) (1,883 Stores) (64 Stores)

Revenue Split by Operating Segment +# Number of stores added in each region in FY2014

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

10 Pepkor Brand Portfolio Overview

DISCOUNT: Pep Group – , Rest of Africa

Number of stores 1,933

Discount Clothing, Footwear, House Product Range wares, Clothing Accessories, Cellular Airtime

Number of Employees 16,115

Average Store Size (m2) 387

Average 2014 Store Sales (Rm) 9.6

DISCOUNT INFORMAL SECTOR– South Africa

Cellular distribution company

Number of stores 63 558 outlets

Product Range Airtime, Electricity, Bill payments

Flash outlets serviced 13 154

11 Pepkor Brand Portfolio Overview

VALUE: Ackermans – South Africa

Number of stores 436

Clothing, Footwear, House wares, Product Range Clothing Accessories, Cellular

Number of Employees 5,415

Average Store Size (m2) 738

Average 2014 Store Sales (Rm) 14.0

12 Pepkor Brand Portfolio Overview

DISCOUNT: Pepco – , ,

Number of stores 553

Discount Clothing, Footwear, House Product Range wares, Clothing Accessories, Cellular Airtime

Number of Employees 4,386

Average Store Size (m2) 328

Average 2014 Store Sales (Rm) 6.3

13 Pepkor Brand Portfolio Overview

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

Number of stores 479

Clothing, Footwear, Clothing Accessories, Product Range Cellular, Insurance

Number of Employees 2,508

Average Store Size (m2) 276

Average 2014 Store Sales (Rm) 2.1

VALUE: Pepkor South East Asia – Australia, New Zealand

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

14 Pepkor – Key Business Attractions

› Highly recognisable brands, including Pep, Africa’s largest retailer 1 Strong Market › Pepco #1 non-food retailer in Poland and one of the fastest growing in Eastern Europe Positioning › Strong multinational footprint, operating in 16 countries across 3 continents › Excellent track-record of mid-teens sales growth

2 › 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: Robust Operating – pre-capex: 99% of EBITDA Model – 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

3 › Multi-brand strategy focused on discount and value-focused market segments in Southern Africa, Eastern Europe and Clear Strategy Australia › Future expansion into Eastern Europe, Western Europe and Africa

Significant further growth potential in existing and new markets 4 › – Successful growth track-record in Eastern Europe with substantial future growth potential Pepkor Growth – Poised to embark on expansion into Western Europe Opportunity – Well-positioned for further expansion in Africa – Established Australian platform, currently undergoing a 3-year turnaround plan 5 Experienced › Highly experienced management team, with interests aligned to shareholders Management Team

Source: Company filings

15 STEINHOFF & PEPKOR MARKUS JOOSTE, CEO - STEINHOFF

16 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

Last 10 Years CAGR by Market

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

Sub-Saharan Africa Eastern Europe Western Europe 42% 40% Discount Segment 36% 34% Total Retail Market 27%

22% 21% 21% 18%

14% 13% 12% 11% 9% 10% 8% 9% 8% 8% 9% 8% 8% 5% 4% 3% 3% 3% 2% 1% 2% 0% 1%

Zambia Mozambique Botswana Lesotho Angola South Africa Namibia Poland Czech Slovakia UK Italy Netherlands Spain France Germany Republic

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. 17 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

Discount Retail Sector Market Share

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

8.0% 0.5% 10.0%

7.0% 0.4% 8.0%

0.3% 6.0% 6.0%

0.2% 4.0% 5.0% 0.1% 2.0%

0.0% 0.0% 4.0% 2002 2004 2006 2008 2010 2012 2013 2002 2004 2006 2008 2010 2012 2013 2002 2004 2006 2008 2010 2012 2013

Sub-Saharan Africa Eastern Europe Western Europe

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.

18 With Over 6,000 Stores the Combined Group is Strongly Positioned to Take Advantage of the Market Opportunity +6,000 stores (4.7m sqm), Generating Net Revenue of >R150 billion (€11 billion)

Combined Group Retail Presence

Combined Group Manufacturing and Sourcing Presence

Europe: 1,514 Stores c.2.3 million m2

Asia: Factories and Sourcing Offices

Rest of Africa: 230 Stores c.87,000m2 Australia: 477 Stores South Africa(1): c.549,000m2 3,842 Stores c.1.8 million m2

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

19 Strategic Rationale Aligned with Steinhoff’s Competitive Strengths

Steinhoff’s Key Competitive Strengths Pepkor Acquisition Alignment

Largest household goods and furniture retailer 1 Expand footprint and product offering in the growing value discount market sector in Europe ›

Pepkor’s multi-brand strategy of 12 main retail brands in 3 operating regions fits with 2 Strong recognition of multiple locally-positioned › brands Steinhoff’s own multi-brand retail strategy

Expansion of Steinhoff’s retail footprint to include apparel, footwear and cellular Specialist in household goods and furniture › 3 phones, yet the focus remains on the same value-focused, mass-market consumer products demographic

Leverage benefits associated with a vertically 4 Benefit from greater efficiencies and savings from supply chain integrated supply chain ›

Continued market share gains through 5 Further consolidate its operating markets via M&A consolidation ›

Strong record of profitable growth and cash 6 Strengthens Steinhoff’s growth and creates solid underpin to cash flow profile generation ›

Combined group will have an enhanced growth profile through operational 7 Significant growth potential › efficiencies and acceleration of Pepkor’s European expansion

› Pepkor’s highly experienced discount-focused management team adds additional 8 Highly experienced management teams management expertise and bench-strength to Steinhoff - Dr. Wiese and Pieter Erasmus to join Steinhoff International’s executive committee

20 Pepkor Enhances Steinhoff’s growth trajectory

1 › Complementary discount retail footprints and opportunity to leverage Steinhoff’s decades Further worth of experience in multiple European markets Accelerate › Profitable expansion of the Pepco business model within Steinhoff’s existing European Growth Across discount formats, thereby: Europe › Diversifying product mix with faster moving, less cyclical products › Increasing per square metre sales densities on existing overhead base 2 › Expanding Pepco’s standalone store network within Steinhoff’s owned property portfolio Leverage off − Potentially increasing utilisation and property yields Steinhoff’s − Property Enhancing operating leverage Portfolio › Steinhoff’s large European property portfolio provides an ideal platform for Pepco’s expansion

3 › Combined supply chain and logistics functions, increasing profitability Significant − Greater buying power and economies of scale Synergy Potential › Substantial operational and supply chain overlap and cost saving opportunities in: − Eastern Europe, Australia and Africa

4 › Re-branding opportunities of existing trading formats Combined − Optimising South African store footprint and network Marketing Increasing omni-channel initiatives Opportunities › − Potential to deliver seamless consumer experiences across all retail channels

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

22 Key Offer Terms & Transaction Details Stake › 92.34% of Pepkor › Titan Premier Investments Pty (Ltd) (“Premier”) and Thibault Square Financial Services (Pty) Ltd (“Thibault”) together hold an effective interest of 52.47% in Pepkor. Dr Christo Wiese is a beneficiary of a family trust which is the ultimate controlling shareholder in Titan and Thibault Selling Shareholders › Brait, holding an effective 37.06% in Pepkor › Pepkor management holding a direct interest of 2.81% in Pepkor Purchase › Total purchase consideration of R62.8bn Consideration › 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 › 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 Settlement consideration of R26.4bn › 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 › R15bn of cash for Brait funded from its existing cash resources and debt facilities The directors (including the Wiese family that already owns ±46m shares) Pepkor and Steinhoff management and other Steinhoff shareholders Pooling › (including Brait and the Steinhoff family) will collectively hold in excess of 35% of Steinhoff and will enter pooling arrangements, subject to arrangement requisite regulatory and shareholder approvals, coupled to pre-emptive rights

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

(1) Shareholder › Related party transaction per Companies Act requires >75% by number of votes, present and voting Approvals › Approval of Voting Pool waiver by requisite majority (50% + 1) of independent Steinhoff shareholders

Regulatory › JSE, TRP & Relevant Competition Authorities Approvals › TRP exemption required from the obligation to make a Mandatory Offer › Conclusion of the Voting Pool agreement Other › Favourable fairness opinion Conditions Precedent › JSE granting a listing of the 839m new Steinhoff shares in lieu of the proposed transaction › Other conditions precedent customary for a transaction of this nature

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

23 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 March 2015 Purchase Consideration

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

24 THANK YOU

25 APPENDIX

26 Overview of Standalone and Pro forma Financials

Steinhoff Standalone Pepkor Steinhoff + Pepkor

FY 14A Sales (Geography) 3% 9% 8%

26% 21% Continental Europe 37% 50% Pacific Rim 63% 8% Africa 70%

United Kingdom 5% 14A Revenue: R117.4bn 14A Revenue: R38.6bn 14A Revenue: R156.0bn

2% 2% FY 14A Sales (Segment) 18% 24% 32% Retail - International Operations 47% Retail - African Operations 52% Manufacturing, sourcing, logistics and corporate services - 68% 33% International 22% International Properties 14A Revenue: R117.4bn(1) 14A Revenue: R38.6bn 14A Revenue: R156.0bn

FY 14A Operating Profit 5% (Segment) 21% 17% 29% 35% 2% Retail - International Operations 3% Retail - African Operations Manufacturing, sourcing, logistics and corporate services - International 28% Manufacturing, sourcing, logistics and 34% 7% 24% corporate services – African Operations 95% International Properties 14A EBIT: R12.9bn(2) 14A EBIT: R3.2bn 14A EBIT: R16.1bn

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%.

27 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 of 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.

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