Notification of acceptance of Performance Share Awards and/or Restricted Share Grants Massmart Holdings Limited (Incorporated in the Republic of South Africa) Company Registration No. 1940/014066/06 JSE Code: MSM ISIN: ZAE 0000152617 (“Massmart”) Notification of acceptance of Performance Share Awards and/or Restricted Share Grants In compliance with paragraphs 3.63 to 3.66 of the JSE Limited Listings Requirements, we hereby advise that Performance Share Awards and Restricted Share Grants in Massmart securities have been offered at R160.6667 being the 10-day weighted average price at the offer date of 16 March 2015 and are accepted by Messrs Guy Hayward, Johannes Van Lierop, Philip Sigsworth and Mrs Janis Cheadle in terms of the rules of the Massmart Holdings Limited Employee Share Plan. The grants were accepted on 28 April 2015 by the aforementioned individuals as detailed below:- Name: Guy Hayward Position held: Chief Executive Officer Company: Massmart Holdings Limited Nature of Interest: Direct/Beneficial Award of Performance shares 0 to 41,339 (subject to Massmart Group performance over each of the 2015, 2016 and 2017 financial years) Total value: R0 to R 6,641,800.71 Vesting date: 16 March 2018 Name: Johannes Van Lierop Position held: Chief Financial Officer Company: Massmart Holdings Limited Nature of Interest: Direct/Beneficial Award of Performance shares 0 to 107,243 (subject to Massmart Group performance over each of the 2015, 2016 and 2017 financial years) Total value: R0 to R 17,230,378.91 Vesting date: 16 March 2018 Grant of Restricted Shares: 23,832 Total value: R 3,829,008.79 Vesting dates: In equal thirds on 16 March 2018, 2019 and 2020 Name: Philip Sigsworth Position held: Company Secretary Company: Massmart Holdings Limited Nature of Interest: Direct/Beneficial Award of Performance shares 0 to 10,736 (subject to Massmart Group performance over each of the 2015, 2016 and 2017 financial years) Total value: R0 to R 1,724,917.69 Vesting date: 16 March 2018 Confidential Name: Janis Cheadle Position held: Company Secretary Company: Masstores (Pty) Limited Nature of Interest: Direct/Beneficial Award of Performance shares 0 to 1,134 (subject to Massmart Group performance over each of the 2015, 2016 and 2017 financial years) Total value: R0 to R 182,196.04 Vesting date: 16 March 2018 The above transactions were off-market trades. Clearance to accept these awards and grants has been given in terms of section 3.66 of the JSE Limited Listings Requirements. Johannesburg 29 April 2015 Sponsor Deutsche Securities (SA) Proprietary Limited Confidential Date: 29/04/2015 12:25:00 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.