Change in the Dividend Withholding Tax Rate Massmart Holdings Limited (Incorporated in the Republic of South Africa) (Registration Number: 1940/014066/06) Share code: MSM ISIN: ZAE000152617 ("Massmart" or "the Company") Change in the Dividend Withholding Tax Rate Shareholders are advised that following the 2017 Budget announcement by the South African Minister of Finance on 22 February 2017, the South African dividend withholding tax rate has been increased from 15.0% to 20.0% with effect from 22 February 2017. Further to the Massmart announcement released on the Stock Exchange News Service of the JSE Limited on 23 February 2017, of the reviewed consolidated financial results for 52 weeks ended 25 December 2016, shareholders are requested to refer to the updated dividend declaration paragraph below. Cash Dividend Notice is hereby given that a gross final cash dividend of 224.80 cents per share, in respect of the year ended December 2016 has been declared. The number of shares in issue at the date of this declaration is 217,136,334. The dividend has been declared out of income reserves as defined in the Income Tax Act, 1962, and will be subject to the South African dividend withholding tax rate of 20% which will result in a net dividend of 179.84 cents per share to those shareholders who are not exempt from paying dividend tax. Massmart’s tax reference number is 9900/196/71/9. The salient dates relating to the payment of the dividend are as follows: Last day to trade cum dividend on the JSE: Tuesday, 14 March 2017 First trading day ex dividend on the JSE: Wednesday, 15 March 2017 Record date: Friday, 17 March 2017 Payment date: Monday, 20 March 2017 Share certificates may not be dematerialised or rematerialised between Wednesday, 15 March 2017 and Friday, 17 March 2017, both days inclusive. Massmart shareholders who hold Massmart ordinary shares in certificated form (“certificated shareholders”) should note that dividends will be paid by cheque and by means of an electronic funds transfer (“EFT”) method. Where the dividend payable to a particular certificated shareholder is less than R100, the dividend will be paid by EFT only to such certificated shareholder. Certificated shareholders who do not have access to any EFT facilities are advised to contact the company’s transfer secretaries, Computershare Investor Services at Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg, 2196; on 011 370 5000; or on 0861 100 9818 (fax), in order to make the necessary arrangements to take delivery of the proceeds of their dividend. Massmart shareholders who hold Massmart ordinary shares in dematerialised form will have their accounts held at their CSDP or broker credited electronically with the proceeds of their dividend. Johannesburg 24 February 2017 Sponsor: Deutsche Securities (SA) Proprietary Limited Date: 24/02/2017 04:25:00 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.