Approval of the Annual Financial Statements

for the year ended 30 June 2006

The annual financial statements were approved by the Board of directors on 17 October 2006 and signed on its behalf by:

MJ Lamberti

Chief Executive Officer and Deputy Chairman

GRC Hayward
Chief Financial Officer

Company Secretary certificate

I, Aubrey Cimring, the Company Secretary for Massmart Holdings Limited, certify that to the best of my knowledge and belief, all returns required of a public company have, in respect of the year under review, been lodged with the Registrar of Companies and that all such returns are true, correct and up to date.

A Cimring

Company Secretary

Annual compliance certificate for issuers with a primary listing on the JSE

I, the undersigned, Guy Robert Charles Hayward, being duly authorised hereto, certify to the JSE Limited (“the JSE”) that Massmart Holdings Limited and its directors have, during the twelve months ended 31 December 2005 complied with all Listings Requirements and every disclosure requirement for continued listing on the JSE imposed by the JSE during that period.

GRC Hayward

Duly authorised hereto, for and on behalf of the directors of the Company

Independent auditors’ report to the members of Massmart Holdings Limited

We have audited the annual financial statements and Group annual financial statements of Massmart Holdings Limited set out on pages 110 to 174 for the year ended 30 June 2006. These financial statements are the responsibility of the Company’s directors. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company and the Group at 30 June 2006, and the results of its operations and cash flows for the year then ended in accordance with International Financial Reporting Standards and in the manner required by the Companies Act in South Africa.

Deloitte & Touche

Registered Auditors

Per B Escott

17 October 2006

Buildings 1 and 2, Deloitte Place
The Woodlands Office Park Woodlands Drive 

National Executive: GG Gelink Chief Executive, AE Swiegers Chief Operating Officer, GM Pinnock Audit, DL Kennedy Tax, L Geeringh Consulting, MG Crisp Financial Advisory, L Bam Strategy, CR Beukman Finance, TJ Brown Clients & Markets, SJC Sibisi Public Sector and Corporate Social Responsibility, NT Mtoba Chairman of the Board, J Rhynes Deputy Chairman of the Board

A full list of partners and directors is available on request.