The annual financial statements were approved by the Board of Directors on 6 October 2010 and signed on its behalf by:

GM Pattison GRC Hayward
GM Pattison GRC Hayward
Chief Executive Officer Chief Financial Officer


I, Ilan Zwarenstein, the Company Secretary of 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.

Ilan Zwarenstein

Ilan Zwarenstein
Company Secretary


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 12 months ended 31 December 2009, complied with all Listings Requirements and every disclosure requirement for continued listing on the JSE imposed by the JSE during that period.

GRC Hayward

GRC Hayward
Duly authorised hereto, for and on behalf of the Directors of the Company


To the members of Massmart Holdings Limited

We have audited the Group annual financial statements and annual financial statements of Massmart Holdings Limited, which comprise the consolidated and separate statement of financial position as at 27 June 2010, and the consolidated and separate income statements, the consolidated and separate statements of comprehensive income, changes in equity and cash flows for the period then ended, and a summary of significant accounting policies and other explanatory notes and the directors’ report, as set out on pages 154 to 237.

Directors’ responsibility for the financial statements

The Company’s directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in the manner required by the Companies Act of South Africa. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s responsibility

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 comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting principles used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.


In our opinion, these financial statements present fairly, in all material respects, the consolidated and separate financial position of Massmart Holdings Limited as at 27 June 2010, and its consolidated and separate financial performance and consolidated and separate cash flows for the period then ended in accordance with International Financial Reporting Standards and in the manner required by the Companies Act of South Africa.

Deloitte & Touche

Deloitte & Touche
Registered Auditors

Per AJ Dennis

6 October 2010

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

National Executive:

GG Gelink Chief Executive, AE Swiegers Chief Operating Officer, GM Pinnock Audit, DL Kennedy Tax & Legal and Risk Advisory, L Geeringh Consulting, L Bam Corporate Finance, CR Beukman Finance, TJ Brown Clients & Markets, NT Mtoba Chairman of the Board, M Comber Deputy Chairman of the Board.

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

B-BBEE rating:

Level 3 contributor/AA (certified by Empowerdex)

Member of Deloitte Touche Tohmatsu

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