LETTER TO STAKEHOLDERS

MARK J LAMBERTI (62)
BCOM, MBA (WITS), PPL (HARVARD)

GRANT PATTISON (42)
BSC (ENG) (HONS) (UCT)

GUY HAYWARD (47)
BCOM, CTA (UCT), CA(SA)

Introduction

Most will be aware that Massmart has changed its financial year-end to the end of December with effect from December 2012, being this reporting cycle. This means that this report comments on a six-month period, being the 26 weeks ended
23 December 2012.

Due to this report following so closely after the release of Massmart’s June 2012 integrated annual report in October 2012,
it is necessarily brief. The next integrated annual report for the year ended December 2013 will be at Massmart’s usual high standards, with complete and useful disclosure. Included in this report is financial information for Massmart’s 26 week reporting periods to December 2011 and December 2012, and the comparative period used in the Group and Company annual financial statements is the audited financial results for the 52 weeks ended 24 June 2012.

It is also our first report to shareholders in a new format, where some of the sections including the Group annual financial statements, the Company annual financial statements and further information relating to Corporate Governance are now only included on our website (www.massmart.co.za) and not in the body of this report.

Overview

For the 26 weeks ended 23 December 2012, Massmart’s total sales increased by 14.7% over the prior comparative period, while operating profit and headline earnings declined by 17.7% and 21.2% respectively. However, excluding costs relating to the Walmart transaction and integration, which include the additional R140 million related to the October 2012 Competition Appeal Court ruling, and foreign exchange movements, operating profit increased by 6.1% and headline earnings by 5.8%.

Comparable sales increased by 7.3% and period-weighted product inflation was 3.7% reflecting positive volume growth for the Group. There was some evidence of slower growth amongst middle- and lower-income customers towards the end of the reporting period.

Massbuild and Masscash performed well, growing profit ahead of sales growth; Masswarehouse increased profits, although at a rate below sales growth, as they absorbed the front-loaded costs of two new Makro stores; and Massdiscounters’ profits declined as comparable sales in Game SA increased by only 1.0%.

Cash flow generated from operations was strong at R2.8 billion, although following Christmas 2012 the Group is slightly over-stocked due to the sales slow-down in Massdiscounters.

With the Walmart transaction and integration now behind us, the Group is focused on operational disciplines, strategic implementation, and extracting returns from the capital investments made over several years in Supply Chain and Food Retail.

Environment

During the third quarter of calendar 2012 we could only see the effect of the South African labour unrest in our sales in those affected towns. We did however notice a marked slow-down in sales from November, which was only interrupted for the last two weeks of Christmas trade. We assume therefore that the economic effect of that unrest started flowing into the broader economy in the fourth quarter.

Official South African inflation remained relatively benign during our reporting period, despite large increases in fuel and energy costs, which will likely eventually result in higher levels of inflation. In our product categories, inflation remains low at 3.7%, suggesting that official inflation occurred at higher levels outside that for consumer goods. Our Food and Liquor inflation increased to 6.8% but has since paused and may now possibly decline. The weaker Rand is likely to bring further inflation in the General Merchandise and Home Improvement categories.

As consumer expenditure slowed, we saw increased discounting amongst most retailers and the inevitable fight to hold or gain market share, which was positive for consumers.

Examining both our own recent internal sales trends and other listed retailers sales updates issued in the first quarter of 2013, it seems that upper-end consumers are in better shape than middle- and lower-end consumers. The middle-income consumers are impacted by inflation and possibly over-extended credit, while lower-income consumers are affected by inflation and possibly the labour unrest.

Strategy

Following the October 2012 ruling of the Competition Appeal Court, the legal aspects of the Walmart transaction and the integration activities are complete and we are now able to focus on improving the operations and implementing our Strategic Agenda. We are focused on “Saving you money, so you can live better”, and becoming Africa’s most trusted retailer.

The primary phase of our Group-wide supply chain investments will be finished by the end of 2013, when we will have completed the network of three Massdiscounters’ RDC’s, three Makro Regional Warehouses, one Cambridge DC and one Massbuild Central DC. Alongside investments in skills and systems, this completes the re-engineering of Massmart’s supply chain. The benefits of the investment should be visible in the next five to ten years as the network is optimised.

We have also completed the first phase of our investments in Retail Food in Cambridge, Game Foodco, Makro Fresh and Saverite. We have successfully established ourselves in the South African Food Retail market with an estimated presence of R10 billion. From this base the Food Retail business should grow in size and profitability, from organic growth and conversions.

We continue to expand Game and Builders Warehouse into Africa. Several new sites have been approved in our existing African markets and Game sites have also been approved in Angola and Kenya, both of which are new markets for Massmart. The Group’s Africa Food Retail strategy remains in the planning phase.

Despite the new targets in BBBEE Codes of Good Practice and the dilution of our BBBEE transaction as part of the Walmart transaction, we have still maintained a level 4 status.

Divisional operational review

Massdiscounters

Comprises the 114-store General Merchandise discounter and Food retailer Game, which trades in South Africa, Botswana, Ghana, Lesotho, Malawi, Mozambique, Namibia, Nigeria, Tanzania, Uganda and Zambia; and the 19-store Hi-tech retailer DionWired trading in South Africa.

Divisional comparable sales for the 26 weeks ended 23 December 2012 increased by 2.6%, with product inflation of 0.8% for the same period. Total sales increased by 7.7% but disappointingly trading profit before tax decreased by 14.8% as Game South Africa’s comparable sales growth slowed to just 1.0%. Game South Africa’s core customer is middle-income and it is this customer group’s spending that is slowing as the adverse effects of inflation and over-extended consumer-credit are felt. Game Africa and DionWired performed well however, with profit increasing ahead of sales growth in both businesses. Game Africa’s total sales increased by 8.7% in Rands and by 9.2% in local currencies.

There are now 27 stores in the Foodco format (including five in Africa), and this category is performing at or above expectations.

The final and Durban-based Regional Distribution Centre (RDC) was commissioned at the start of the period which now completes the national network. Whilst these facilities are expensive in the short-term, and this RDC opening certainly impacted the period’s profits, they provide a significant opportunity for positive operational and trading leverage in the medium- to long-term.

In January 2013, Massdiscounters’ CEO, Jan Potgieter, resigned. Jan was with Massdiscounters for eight years, six of them as CEO, and we thank him for his contribution to the growth and development of the business. Robin Wright, the former Masscash CEO, is acting CEO.

During the period seven Game stores and one DionWired store were opened, increasing net space by 23,952 m² (5.8%). In the 52 weeks ended December 2013, Massdiscounters will open seven Game stores and three DionWired stores in South Africa.

Masswarehouse

Comprises the 18-store Makro warehouse-club trading in Food, General Merchandise and Liquor in South Africa; and Fruitspot a Johannesburg-based distributor, processor and wholesaler of fresh Fruit and Vegetables.

Divisional comparable sales for the 26 weeks ended 23 December 2012 increased by 8.6% with product inflation of 3.4%. Total sales grew by 23.5%, boosted by the five new Makro store openings since September 2011, and trading profit before tax increased by 12.7%. Despite the expected higher cost levels from the new stores, which includes pre-opening costs of R28.2 million (2011: R34.8 million), Makro is trading strongly and remains well managed. Growth in trading profit before interest for Makro’s comparable stores was in line with the rate of comparable sales growth for the period.

In September 2012, Doug Jones became MD of Masswarehouse following Kevin Vyvyan-Day’s move to become CEO of Cambridge in Masscash.

During the period two Makro stores were opened, increasing net space by 24,847 m² (17.0%). In the 52 weeks ended December 2013, Makro will open two new stores in South Africa, but one of these is a relocation.

Massbuild

Comprises 85 stores, trading in DIY, Home Improvement and Builders Hardware, under the Builders Warehouse, Builders Express and Builders Trade Depot brands in South Africa and Botswana.

Divisional comparable sales for the 26 weeks ended 23 December 2012 increased by 9.7% with estimated product inflation of 2.7%. Total sales increased by 10.0% and trading profit before tax increased by 23.6%. The strong financial performance reflects the superb efforts of management and employees to: improve customer service; optimise merchandise levels; merchandise innovatively; and control expenses.

Builders Warehouse and Builders Express continue to transform the South African Home Improvement market. It seems likely that much of this division’s sales growth came from market-share gains. The Builders Trade Depot’s performance improved but sales remain soft given the tepid South African residential housing market.

In its second year of operation, Builders Warehouse Gaborone is performing ahead of expectations. During 2013 and 2014, we hope to open two stores in Mozambique, one in Zambia and a second in Botswana. In April 2013 we will open our national Distribution Centre (DC) to the north of Johannesburg. As we have seen with other new DCs, in the first year of operation there is a significant adverse expense impact particularly from the lease-smoothing charge and consequently this division’s profit growth for the year to December 2013 will be hampered.

One Builders Express store was opened resulting in net trading space increasing by 2,084 m² (0.5%). In the 52 weeks ended December 2013, Massbuild will open three and six new Builders Warehouse and Builders Express stores respectively in South Africa, and a Builders Warehouse store in each of Botswana and Mozambique.

Masscash

Comprises 79 Wholesale Cash and Carry and 44 Retail Cash and Carry stores trading in South Africa, Botswana, Lesotho, Namibia and Swaziland; and Shield, a voluntary buying association.

Divisional comparable sales for the 26 weeks ended 23 December 2012 increased by 8.6% with estimated product inflation of 6.4%. Total sales increased by 15.3%, bolstered by the Rhino acquisition in March 2012, and trading profit before tax increased by 19.4%. This Division traded hard in an increasingly competitive environment caused partly by lower-income consumers struggling with higher inflation. Profitability continues to improve in the Wholesale Division, and in the Retail Division we are beginning to see the positive results of our investments in the prior year in new stores, structures and DC capacity.

Rhino, acquired in March 2012 and now comprising 18 stores, continues to trade well.

In September 2012 Kevin Vyvyan-Day became CEO of Cambridge within Masscash.

One Retail store and three Wholesale stores were acquired and two new Retail stores were opened, whilst five Wholesale stores and one Retail store were closed. Net trading space increased by 12,462 m² (3.3%). In the 52 weeks ended December 2013, one Wholesale store will be opened in Mozambique, and eight Retail stores will be opened.

Walmart transaction and integration

In this period the Competition Appeal Court set down the final ruling of the Walmart transaction. There were two material adjustments being: the increase in the Supplier Development Fund from R100 million to R240 million; and the
re-employment of the 503 previously retrenched employees.

The employees impacted by the retrenchments during 2009 at Game were all offered re-instatement. Of the 316 employees who responded to this offer, 237 have been re-instated and the remaining 79 have received various benefits.

The Supplier Development Fund is operational and has already made significant progress in suppliers or manufacturers of wine, paint and chemicals, and fresh produce.

The Walmart transaction costs are behind us and for the 2013 reporting period Integration costs will be included as normal operating costs.

Governance

As mentioned in the previous Integrated Report, the Board and its committees have adapted and where necessary introduced new practices and processes necessary to address the governance nuances related to a public company with a value adding controlling shareholder. Liaison at Board level between Walmart and Massmart has been constructive and respectful of both company’s governance responsibilities to shareholders.

The Board has adopted the necessary processed and practices in line with the Companies Act of South Africa, the King Report on Governance for South Africa and King Code of Governance Principles (King III) and the JSE Limited Listings Requirements.

Corporate accountability review

Massmart continues to implement a comprehensive Corporate Accountability programme and we were proud to again, be identified as one of only ten best performers in the Johannesburg Stock Exchange Socially Responsible Investment (SRI) Index. Broad-based Black Economic Empowerment (BBBEE) remains a priority focus area and we were pleased to retain our level 4 BBBEE contributor status which was based on the new six to ten year Employment Equity and Preferential Procurement scorecard targets. Walmart’s positive sustainable development impact has been keenly felt, specifically in relation to new or re-invigorated interventions in areas that include energy efficiency, waste management, packaging rationalisation, ethical sourcing and women’s empowerment. Summary highlights covering the Group’s corporate accountability performance for the 26 weeks ended 23 December 2013 are described on pages 16 and 17 of this report.

Prospects and appreciation

For the 14 weeks to 31 March 2013, total sales increased by 10.3% and comparable sales increased by 6.0%, continuing the slower sales trends experienced towards the close of the financial year.

The South African consumer environment remains difficult and sales growth may be under some pressure for the remainder of the financial year. If the current sales trends continue, it will be difficult to meet our objective which is to achieve trading profit growth (excluding foreign exchange movements and Walmart transaction costs) equal to sales growth.

Value extracted from integration will be invested in price.

The financial information on which this outlook statement is based has not been reviewed or reported on by the Company’s External Auditors.

The shortened period on which we now report marks the final step in Massmart’s alignment with Walmart and concludes a longer than anticipated period of change and unavoidable diversion from the day to day imperatives of customer care and shop keeping.

Our appreciation and gratitude is due to all stakeholders for their contribution and commitment to Massmart during this period. Your support fuels our dedication to entrenching Massmart’s unique position and performance in the distribution of consumer goods on Africa.

On behalf of the Board

Mark J. Lamberti

Chairman
8 April 2013

Grant Pattison

Chief Executive Officer

Guy Hayward

Chief Operating Officer