SNH SHFF 201903280021A
Disposal By Steinhoff Through Its Subsidiary Steinhoff Africa Holdings Proprietary Limited

Steinhoff International Holdings N.V
(Incorporated in the Netherlands)
(Registration number: 63570173)
Share Code: SNH
ISIN: NL0011375019

Steinhoff Investment Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1954/001893/06)
JSE Code: SHFF
ISIN: ZAE000068367

("Steinhoff" or "the Company" or "the Group")

DISPOSAL BY STEINHOFF, THROUGH ITS SUBSIDIARY STEINHOFF AFRICA HOLDINGS PROPRIETARY
LIMITED ("STEINHOFF AFRICA"), OF 74.9% OF THE SHARES OF UNITRANS MOTOR HOLDINGS
PROPRIETARY LIMITED ("UNITRANS") AND 100% OF THE LOAN CLAIMS HELD BY STEINHOFF AFRICA
AGAINST UNITRANS

1. INTRODUCTION

Steinhoff is pleased to announce that it has reached in-principle agreement to dispose of 74.9%
of Steinhoff Africa's shares in Unitrans (and its subsidiaries), and 100% of the loan claims against
Unitrans held by Steinhoff Africa, to CFAO Holdings South Africa Proprietary Limited ("CFAO HSA")
("the Potential Transaction"). Under the terms of the Potential Transaction the parties will
endeavour to dispose of Steinhoff's remaining 25.1% interest in Unitrans at a later date, as part
of a Broad-Based Black Economic Empowerment transaction.

2. OVERVIEW OF UNITRANS

Unitrans is one of the largest automotive dealer networks in South Africa, operating 99 dealerships
countrywide, and offering top-tier vehicle brands and services to customers across the income
spectrum. The company has a significant market share among the top selling affordable brands,
as well as a number of luxury brands. Operating in the motor retail market, Unitrans represents
Toyota, GM (parts distribution), Nissan, Renault, BMW, Mini, VW, Audi, Mercedes, Ford, Opel,
Honda, Kia, Lexus and Haval. Unitrans' trucking division represents Isuzu, Hino, MAN and FUSO.
Unitrans also operates, on an exclusive basis, the Hertz car rental franchise in South Africa,
Botswana, Namibia and Zimbabwe. Through Unitrans Insurance Limited (‘U-Insure'), Unitrans also
offers customers short-term insurance products.

Unitrans recorded revenue of ZAR23,434m in the financial year ended 30 September 2018.

3. OVERVIEW OF CFAO

CFAO HSA is a 100% owned subsidiary of CFAO (based in Paris, France), which in turn is a 100%
owned subsidiary of Toyota Tsusho Corporation, a company which is publicly traded on the Tokyo
Stock Exchange. CFAO (and Toyota Tsusho Group) have extensive automotive sector experience
(including managing multi-Original Equipment Manufacturer branded businesses) that spans
vehicle sales and distribution, production parts supply, service parts supply, production parts
assembly and other initiatives, both in Africa and globally.

4. RATIONALE FOR THE TRANSACTION

Following a strategic review of its operations Steinhoff resolved to dispose some of its non-core
assets, including its shareholding in KAP Industrial Holdings and Unitrans, which has very different
business characteristics and growth drivers from the rest of Steinhoff's retail portfolio.
Negotiations for the disposal of Unitrans were therefore commenced in 2018.

5. CONDITIONS PRECEDENT

While the key terms of the Transaction have been approved by the Board of directors of CFAO
Group and the Toyota Tsusho Group, as well as the board of directors of Steinhoff, the
implementation of the Transaction is subject to the fulfilment (or waiver) of certain conditions
precedent, inter alia:

• Negotiation and execution by Steinhoff and CFAO of definitive legal agreements on mutually
  acceptable terms and conditions;
• To the extent required, approval of the requisite majorities of the Group's European creditors
  pursuant to the lock-up agreement and/or other relevant documents in relation to the
  Group's European financial restructuring; and
• The receipt or clearance of any regulatory approvals and obtaining of any requisite third party
  consents.

Shareholders and other investors in the Company are advised to exercise caution when dealing in the
securities of the Group.

Stellenbosch
28 March 2019

Financial advisor to Steinhoff
The Standard Bank of South Africa Limited

Sponsor to Steinhoff
PSG Capital Proprietary Limited

Legal Adviser to Steinhoff
Werksmans

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