Massmart Holdings Limited - Announcement of Changes to the Board

Massmart Holdings Limited - Announcement of Changes to the Board                
Massmart Holdings Limited                                                       
(Incorporated in the Republic of South Africa)                                  
(Registration number 1940/014066/06)                                            
(Share code: MSM)                                                               
(ISIN: ZAE000029534)                                                            
("Massmart" or "the company")                                                   
ANNOUNCEMENT OF CHANGES TO THE BOARD                                            
Introduction                                                                    
At the 2002 annual general meeting, the company obtained shareholders approval  
for a four year service contract commencing 1st July 2003 with the then         
Executive Chairman Mr. M. J. Lamberti, who in compliance with good corporate    
governance subsequently became Deputy Chairman and Chief Executive Officer on   
the 1st July 2003, which positions he currently holds.                          
From the outset the Board was aware that Mr Lamberti would not be renewing this 
contract on its expiry on the 30th of June 2007 by which time he would have     
served as Chief Executive for 19 years, and was therefore well placed to deal   
with the issue of succession.                                                   
The Succession Process                                                          
Starting in mid 2004 the Board and Executive Committee embarked on a            
comprehensive, inclusive process to select an internal candidate and to         
undertake a series of sequential changes to the organisation structure, which   
would increase the candidate"s authority and responsibilities and, subject to   
performance and objective external validation, would result in the Board        
appointing him to succeed Mr Lamberti.                                          
Appointment of Mr Grant Pattison as CEO Designate and subsequently as Chief     
Executive Officer of Massmart                                                   
Following the successful completion of this process, it is with pleasure that   
the Board announces the appointment of Mr Grant Pattison as Chief Executive     
Officer Designate with effect from the 1st June 2006.                           
This appointment will facilitate an orderly 13 month transition, during which   
time Messrs Lamberti and Pattison will adjust their respective roles to         
accommodate a seamless change of leadership on the 1st July 2007, when Mr       
Pattison will be appointed Chief Executive Officer of Massmart.                 
Mr Pattison (35) holds a BSc degree with Honours, in electrical engineering.    
Following three years with Anglo American and a period of consulting with the   
Monitor group, Grant joined Massmart as Executive Assistant to the Executive    
Chairman in June 1998.  Since then he has served with distinction in a number of
increasingly senior functional and line capacities, including that of Divisional
CEO of Massdiscounters, the Group"s largest and most profitable division.  In   
December 2004 he was appointed to the Board and in July 2005 he was appointed   
Deputy CEO in which capacity he holds a wide range of functional and operational
responsibilities.                                                               
His appointment has received the unanimous approval of the Nomination and       
Remuneration Committee, the Board and the Executive Committee.                  
Appointment of Mr Mark Lamberti as Non Executive Chairman from 1st July 2007    
Mr. Lamberti has made himself available to serve the company in a strictly non- 
executive capacity on his retirement as Chief Executive Officer.                
Having considered the matter carefully from the perspectives of governance,     
continuity, risk, perception, the needs of Massmart"s constituents and          
shareholders, the personalities involved, general succession issues and board   
functionality, the Board has unanimously decided to appoint Mr Lamberti Non-    
Executive Chairman from the 1st July 2007 on the following basis:               
The Chairmanship will continue to be completely non-executive and the role will 
be governed by the job description approved by the Board in February 2006.      
Mr. Lamberti will not be an independent director by definition for a period of  
three years after having held an executive position in Massmart.  Therefore,    
although he will be a member of the Nomination and Remuneration Committee and   
the Audit Committee, he will not chair either committee.  The chairs of all     
Board committees will be held by independent directors.                         
Mr. Lamberti"s financial package as Chairman and as a member of Board committees
will be identical to that which would have applied to the existing Non-Executive
Chairman at that time.                                                          
All scheme shares held by Mr. Lamberti as CEO will be dealt with in accordance  
with the rules of the scheme.                                                   
Mr. Lamberti will enter into a normal non-executive director"s contract in the  
same form as that used for all non-executive directors.  This will allow for him
to be proposed as a director for consideration by shareholders at the AGM at the
end of his current three year cycle and every three years thereafter and there  
will be no special terms relating to the Chairmanship, which is subject to      
annual renewal by the Board after each annual general meeting, in compliance    
with normal governance procedures.                                              
Mr. Lamberti is one of the most experienced retailers in South Africa and has in
depth knowledge of the Massmart Group. The Board is delighted to be able to     
retain this knowledge and experience within the Board forum.                    
Appointment of Mr Chris Seabrooke as Non Executive Deputy Chairman from 1st July
2007.                                                                           
The roles of Deputy Chairman and CEO will be separated and the Deputy Chairman  
will be an independent non-executive director who will act as the lead          
independent director.                                                           
Consistent with this, from the 1st July 2007 Mr. Chris Seabrooke will retire as 
non-executive Chairman, a position he held since July 2003, and will be         
appointed non executive Deputy Chairman, retaining his position as lead         
independent non-executive director.                                             
Conclusion                                                                      
The Board believes that these changes facilitate a smooth transition of         
leadership while retaining the experience and governance required by the company
and its stakeholders.                                                           
By Order of the Board                                                           
24 May 2006                                                                     
Issued by sponsor                                                               
Deutsche Securities (SA) (Pty) Ltd                                              
Date: 24/05/2006 04:56:03 PM Supplied by www.sharenet.co.za                     
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