Walmart Transaction

The Board received a non-binding offer from Walmart on 20 September 2010, which was followed up with a binding offer on 24 October 2010 and accepted by the Massmart Board on 26 November 2010. This was followed by approval from all the necessary authorities and Massmart shareholders. The acquisition became effective on 20 June 2011, after receiving Competition Tribunal approval with four voluntary conditions.

Subsequently, three Departments of the South African Government and the Unions have filed a Review and an Appeal respectively, that is set down to be heard by the Competitions Appeal Court on 20 and 21 October 2011. Separately, the Competition Commission of Namibia also appealed the unconditional approval granted by that country’s High Court and that matter has been set down to be heard on 17 October 2011. Our legal teams are preparing responses to the interveners’ submissions and are confident about our strong legal position. We will keep stakeholders informed of material developments.

Following implementation, the Board of Massmart has been reconstituted with the resignation of Messrs Dods Brand, Kuseni Dlamini, Jim Hodkinson, Nigel Matthews, Peter Maw and Michael Rubin, and Ms Dawn Mokhobo. We thank them for their many years of service, leadership and counsel. Messrs Doug McMillon, Jeff Davis and JP Suarez are the Walmartappointees to the Board. Grant Pattison and Guy Hayward remain on as CEO and CFO, respectively. The Board now comprises nine directors of whom seven are non-executive and the majority of whom are independent. In addition, each Board committee is chaired by an independent director. The amended composition of the Board’s sub-committees will be included in the 2011 annual report.

At the operational level, the integration process has begun. A team of 12 Walmart expatriates and their families have moved to South Africa and joined the Massmart team. Work has begun on the Governance, Culture and Value dimensions of the formal Integration Plan.