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MSM - Massmart Holdings Limited - Result of court hearing to sanction scheme Massmart Holdings Limited Wal-Mart Stores, Inc (Incorporated in the Republic Incorporated in the State of Delaware of South Africa) United States of America Registration number Traded on the New York Stock Exchange 1940/014066/06 under the symbol "WMT" Share code: MSM Acting through its indirect wholly- ISIN: ZAE000029534 owned subsidiary ("Massmart") Main Street 830 (Proprietary) Limited Registration number 2010/016839/07 ("Walmart") RESULT OF COURT HEARING TO SANCTION SCHEME 1. Introduction Massmart shareholders are referred to the joint announcements published by Massmart on 29 November 2010 and 17 January 2011 as well as the circular to Massmart shareholders dated 9 December 2010 ("the Circular") regarding Walmart`s offer to acquire 51 Massmart ordinary shares from each Massmart ordinary shareholder (other than the excluded shareholders) for every 100 Massmart ordinary shares held for a cash consideration of R148,00 per ordinary share by way of a scheme of arrangement in terms of section 311 of the Companies Act (Act 61 of 1973), as amended ("the Scheme"). 2. Result of Court hearing to sanction Scheme Massmart shareholders are advised that on Tuesday, 1 February 2011, the South Gauteng High Court (Johannesburg) ("the Court") sanctioned the Scheme, which remains subject to the fulfilment of the conditions precedent set out in paragraph 3 below. 3. Outstanding conditions precedent Massmart shareholders are reminded that the Scheme is still subject to the fulfilment of the following conditions precedent: 3.1 the receipt of the regulatory approvals from the relevant competition authorities and the Financial Surveillance Department of the South African Reserve Bank; 3.2 from 25 November 2010 until 17:00 on the business day immediately preceding the finalisation date, no material adverse change has arisen and if required by Walmart, Massmart certifying as at that date, by written notice to Walmart that, to the best of Massmart`s knowledge and belief, no material adverse change has arisen; and 3.3 a certified copy of the order of Court sanctioning the Scheme being registered by the Companies and Intellectual Property Registration Office which will be done once all of the other conditions precedent have been fulfilled or, if applicable, waived. 4. Timetable As a consequence of the regulatory conditions precedent set out in paragraph 3.1 still being outstanding, Massmart shareholders are advised that the important dates and times set out in the announcement dated 29 November 2010 and the Circular are no longer applicable. The revised important dates and times will be released on SENS and published in the South African press as soon as they can be determined having regard to the dates of the eventual fulfilment of the conditions precedent. Johannesburg 2 February 2011 Sponsor to Massmart Deutsche Securities (SA) (Proprietary) Limited Date: 02/02/2011 12:29:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
