approval of the audited annual financial statements

The audited annual financial statements were approved by the Board of Directors on 5 October 2012 and signed on its behalf by:

GM Pattison
I Zwarenstein
Chief Executive Officer Financial Director

The preparation of the Group’s consolidated results was supervised by the Financial Director, Ilan Zwarenstein, BCom, CA(SA). These results have been audited in compliance with any applicable requirements of the Companies Act of South Africa and were prepared under s29(1) of this Act.

Company Secretary certificate

I, Philip Sigsworth, 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.

Philip Sigsworth

Company Secretary

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

I, the undersigned, Ilan Zwarenstein, 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 2011, complied with all Listings Requirements and every disclosure requirement for continued listing on the JSE imposed by the JSE during that period.

I Zwarenstein

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

Independent auditor's report

To the shareholders of Massmart Holdings Limited

We have audited the consolidated and separate annual financial statements of Massmart Holdings Limited set out on pages 189 to 285, which comprise the statements of financial position as at 24 June 2012, and the statements of comprehensive income, statements of changes in equity and statements of cash flows for the year then ended, and the notes, comprising a summary of significant accounting policies and other explanatory information.

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 the requirements of the Companies Act of South Africa, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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 about 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 policies 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.

Opinion
In our opinion, the financial statements present fairly, in all material respects, the consolidated and separate financial position of Massmart Holdings Limited as at 24 June 2012, and its consolidated and separate financial performance and its consolidated and separate cash flows for the year then ended in accordance with International Financial Reporting Standards and the requirements of the Companies Act of South Africa.

Other reports required by the Companies Act
As part of our audit of the consolidated and separate financial statements for the year ended 24 June 2012, we have read the Directors' Report, the Audit and Risk Committee's Report and the Company Secretary's Certificate for the purpose of identifying whether there are material inconsistencies between these reports and the audited financial statements. These reports are the responsibility of the respective preparers. Based on reading these reports we have not identified material inconsistencies between these reports and the audited financial statements. However, we have not audited these reports and accordingly do not express an opinion on these reports.

Deloitte & Touche

Registered Auditor

Per: AJ Dennis
Partner

5 October 2012

Buildings 1 and 2, Deloitte Place
The Woodlands
Woodlands Drive
Woodmead
Sandton

National Executive:

LL Bam Chief Executive, AE Swiegers Chief Operating Officer, GM Pinnock Audit, DL Kennedy Risk Advisory, NB Kader Tax, TP Pillay Consulting, K Black Clients and Industries, JK Mazzocco Talent and Transformation, CR Beukman Finance, M Jordan Strategy, S Gwala Special Projects, TJ Brown Chairman of the Board, MJ Comber Deputy Chairman of the Board.

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

BBBEE rating:

Level 2 contributor in terms of the Chartered Accountancy Profession sector code.

Member of Deloitte Touche Tohmatsu Limited.