Changes to the board Massmart Holdings Limited (Incorporated in the Republic of South Africa) Company registration No. 1940/014066/06 JSE Code: MSM ISIN: ZAE 000152617 ("Massmart" or the "Company") NOTICE OF VARIOUS CHANGES TO THE BOARD AND COMPOSITION OF MASSMART BOARD COMMITTEES CHANGES TO THE BOARD In accordance with paragraph 3.59 of the JSE Limited Listings Requirements, shareholders are advised of the following: Retirement of non-executive director – Mr. Chris Seabrooke Shareholders are referred to the announcement made by the Company on 27 August 2018 in which Mr. Chris Seabrooke’s retirement from the Company’s Board of Directors (the “Board”) (previously announced on 25 May 2018) was postponed. Mr. Seabrooke’s retirement will now become effective on the date of the Company’s next Annual General Meeting on 23 May 2019, from which date Mr. Seabrooke will step down as the Deputy Chairman and Lead Independent non-Executive Director of the Board. Mr. Seabrooke retires from the Board to focus on other business interests. The Board, Massmart Executive Committee and Management extend their sincere appreciation and thank Mr. Seabrooke for his significant and invaluable contribution to the Massmart business over the past 19 years and wish him all of the very best in his future endeavors. Resignation of non-executive director – Mr. Roger Burnley The Board regrets to announce the resignation of Mr. Roger Burnley as non-executive director of the Company with effect from 27 February 2018. Mr. Burnley was appointed to the Board on 26 May 2017 as one of the three Walmart-appointed nominees to the Board. Mr. Burnley resigns from the Board as a result of his increased responsibilities as Chief Executive Officer of Walmart’s UK business, ASDA. The Board, the Executive Committee and Management thank Mr. Burnley for his invaluable insights and contribution to the Board during his tenure on the Board. Appointment of non-executive directors Appointment of non-executive director Ms. Lindiwe Mthimunye The Board is pleased to inform shareholders that Ms. Lindiwe Mthimunye has been appointed as non-executive director of the Company with effect from 27 February 2019. Ms. Mthimunye brings to the Board a wealth of: accounting, operational management, investment banking, FMCG, retail and commercial real estate experience. She has previously held a variety of senior and executive leadership roles, including Group Chief Financial Officer of Petro SA and is currently the Managing Director of Petroleum Investments Partners. Ms. Mthimunye is also a seasoned and experienced non-executive director, having held board roles in listed and non-listed entities in a number of sectors including in: retail, FMCG, construction, automotive and financial services. She currently serves on the boards and committees of large corporates, including Pioneer Foods Limited, Torre Industries Limited, Metrofile Limited and Sabvest Limited. Ms. Mthimunye is a qualified chartered accountant of South Africa, CA (SA) and holds the following qualifications: B.Com (UCT); PG. Diploma in Accounting (UCT); PG. Diploma in Tax Law (Wits); and M.Com (UCT). Appointment of non-executive director Mr. JP Suarez The Board is pleased to inform shareholders that Mr. JP Suarez has been appointed as non-executive director of the Company with effect from 27 February 2019. Mr Suarez was previously a Walmart-Appointed nominee on the Board until his resignation on 26 May 2017. With his extensive international retail experience and knowledge of the Massmart business, Mr. Suarez will add significant value to the Massmart business and Board discussions. He is currently the Executive Vice President and Chief Administrative Officer, Walmart International with responsibility for International Technology, International Supply Chain and International Leverage, and previously held various senior executive roles including, more recently as Executive Vice President, Realty for Walmart U.S.A. The Board, Massmart Executive Committee and Management are pleased to welcome Ms. Mthimunye and Mr Suarez to the Board and wish them all of the very best. CHANGES TO THE COMMITTEES Following the aforementioned directorate changes, the Board is pleased to announce the following Committee changes: Audit and Risk Committees Ms. Mthimunye is appointed to serve as a member of the Audit and Risk Committees with effect from 27 February 2019. Social and Ethics Committee Ms. Phumzile Langeni steps down as member and Chairman of the Social and Ethics Committee with effect from 28 February 2019. Dr. Nolulamo (Lulu) Gwagwa is appointed to serve as member and Chairman of the Social & Ethics Committee with effect from 1 March 2019. The Board, Massmart Executive Committee and Management are pleased to welcome Ms. Mthimunye to each of the Massmart Audit and Risk Committee and Dr. Gwagwa to the Social and Ethics Committee. The Board wishes the Committee members all of the very best. 28 February 2019 Sponsor JP Morgan Equities South Africa (Pty) Ltd Date: 28/02/2019 07:06:00 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. 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