Notification of acceptance of Restricted Share Grants in terms of the Massmart Holdings Limited Employee Share Plan 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 Restricted Share Grants in terms of the Massmart Holdings Limited Employee Share Plan In compliance with paragraphs 3.63 to 3.66 of the JSE Limited Listings Requirements, we hereby advise that Restricted Share Grants in Massmart securities have been offered at R126.7273 being the 10-day weighted average price immediately prior to the offer date of 16 September 2016. These were accepted by Mr Guy Hayward, Mr Johannes Van Lierop, Mrs Julie Wilford, and Mrs Janis Cheadle in terms of the rules of the Massmart Holdings Limited Employee Share Plan. Restricted Share Grants are offered annually in September and vest in terms as outlined below. The awards were accepted on 27 September 2016 by the aforementioned individuals as detailed below:- Name: Guy Hayward Position held: Chief Executive Officer Company: Massmart Holdings Limited Nature of Interest: Direct/Beneficial Grant of Restricted Shares: 13 953 Total value: R 1 768 226.02 Vesting date: In equal thirds on 16 September 2019, 2020 and 2021 Name: Johannes Van Lierop Position held: Chief Financial Officer Company: Massmart Holdings Limited Nature of Interest: Direct/Beneficial Grant of Restricted Shares: 11 578 Total value: R 1 467 248.68 Vesting dates: In equal thirds on 16 September 2019, 2020 and 2021 Name: Julie Wilford Position held: Company Secretary Company: Massmart Holdings Limited Nature of Interest: Direct/Beneficial Grant of Restricted Shares: 3 005 Total value: R 380 815.54 Vesting dates: In equal thirds on 16 September 2019, 2020 and 2021 Name: Janis Cheadle Position held: Company Secretary Company: Masstores (Pty) Limited Nature of Interest: Direct/Beneficial Grant of Restricted Shares: 1 055 Total value: R 133 697.30 Vesting dates: In equal thirds on 16 September 2019, 2020 and 2021 The above transactions were off-market trades. Clearance to accept these Restricted Share Grants has been given in terms of paragraph 3.66 of the JSE Limited Listings Requirements. Johannesburg 28 September 2016 Sponsor Deutsche Securities (SA) Proprietary Limited Date: 28/09/2016 05:15:00 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.