CAMBRIDGE FOOD, BARAGWANATH HOTEL, SOWETO

CAMBRIDGE FOOD, BARAGWANATH HOTEL, SOWETO

COMPANY FINANCIAL STATEMENTS CAMBRIDGE FOOD, BARAGWANATH HOTEL, SOWETO CONTENTS R INCOME STATEMENT 275 R STATEMENT OF COMPREHENSIVE INCOME 275 R STATEMENT OF FINANCIAL POSITION 276 R STATEMENT OF CASH FLOWS 277 R STATEMENT OF CHANGES IN EQUITY 278 R NOTES TO ANNUAL FINANCIAL STATEMENTS 279

INCOME STATEMENT Massmart Integrated Annual Report 2012 275 Notes Revenue 1 966.5 2,058.2 Management and administration fees received 20.0 27.8 Dividends received 946.5 2,030.4 Employment costs (20.6) (19.6) Net operating (loss)/income (117.5) 13.4 Operating profit 2 828.4 2,052.0 Finance income 1.1 0.7 Net fi nance income 3 1.1 0.7 Profi t before taxation 829.5 2,052.7 Taxation 4 (72.2) (84.3) Profit for the year 757.3 1,968.4 Profi t attributable to: Owners of the parent 757.3 1,968.4 Profit for the year 757.3 1,968.4 Dividend per share Interim 252.0 252.0 Final* 146.0 134.0 Total 398.0 386.0 * Declared after the fi nancial year-end. R Details of the dividend can be found in note 11 on page 216 in the Group fi nancial statements. R With the exception of the accounting policies relevant to the basis of consolidation, the accounting policies are in line with the Massmart Group accounting policies. Refer to note 1 on page 194 of the Group fi nancial statements. STATEMENT OF COMPREHENSIVE INCOME Notes Profit for the year 757.3 1,968.4 Other comprehensive income Revaluation of listed investments 6 0.2 Total comprehensive income for the year 757.5 1,968.4 Total comprehensive income attributable to: Owners of the parent 757.5 1,968.4 Total comprehensive income for the year 757.5 1,968.4

276 Company Financial Statements STATEMENT OF FINANCIAL POSITION as at 24 June 2012 Notes Assets Non-current assets 1,483.1 1,710.7 Interests in subsidiaries 5 1,477.8 1,703.7 Other fi nancial assets 6 5.3 4.5 Deferred taxation 7 2.5 Current assets 7.8 12.1 Taxation 3.3 Cash and bank balances 7.8 8.8 Total assets 1,490.9 1,722.8 Equity and liabilities Capital and reserves 1,468.0 1,698.3 Share capital 8 2.2 2.0 Share premium 8 750.6 743.9 General reserves 9 8.5 3.1 Retained profi t 706.7 949.3 Preference shares 8 0.1 0.2 Total equity 1,468.1 1,698.5 Non-current liabilities 0.1 Deferred taxation 7 0.1 Current liabilities 22.7 24.3 Trade and other payables 22.1 24.3 Taxation 0.6 Total equity and liabilities 1,490.9 1,722.8 R The accounting policies are in line with the Massmart Group accounting policies. Refer to note 1 on page 194 of the Group fi nancial statements.

STATEMENT OF CASH FLOWS Massmart Integrated Annual Report 2012 277 Notes Cash flow from operating activities Operating (defi cit)/cash before working capital movements 11.1 (112.7) 17.7 Working capital movements 11.2 (2.2) 14.2 Cash (deficit)/generated from operations (114.9) 31.9 Interest received 1.1 0.7 Investment income 946.5 2,030.4 Taxation paid 11.3 (65.7) (79.1) Dividends paid 11.4 (873.0) (846.1) Net cash (outflow)/inflow from operating activities (106.0) 1,137.8 Cash flow from investing activities: Loans to subsidiaries (490.4) (911.0) Other investing activities 722.4 (576.1) Net cash inflow/(outflow) from investing activities 232.0 (1,487.1) Cash flow from financing activities: Shares issued (net of costs) 481.6 Net acquisition of treasury shares 11.5 (127.0) (140.2) Net cash (outflow)/inflow from financing activities (127.0) 341.4 Net decrease in cash and cash equivalents (1.0) (7.9) Cash and cash equivalents at the beginning of the year 8.8 16.7 Cash and cash equivalents at the end of the year 7.8 8.8 R The accounting policies are in line with the Massmart Group accounting policies. Refer to note 1 on page 194 of the Group fi nancial statements.

278 Company Financial Statements STATEMENT OF CHANGES IN EQUITY Share capital Share premium Preference shares General reserves Retained profit Total Balance as at 30 June 2010 2.0 269.0 0.2 6.9 (32.7) 245.4 Total comprehensive income 1,968.4 1,968.4 Share trust loss (140.2) (140.2) Dividends paid (846.1) (846.1) Realisation of prior year treasury shares 7.4 7.4 Issue of shares 481.6 481.6 Treasury shares (14.1) (1.2) (15.3) Share-based payment reserve (2.6) (2.6) Balance as at 30 June 2011 2.0 743.9 0.2 3.1 949.4 1,698.6 Total comprehensive income 0.2 757.3 757.5 Share trust loss (127.0) (127.0) Dividends paid (873.0) (873.0) Issue of shares 0.2 (0.1) 0.1 Treasury shares 6.7 1.2 7.9 Share-based payment reserve 4.0 4.0 Balance as at 30 June 2012 2.2 750.6 0.1 8.5 706.7 1,468.1 R The accounting policies are in line with the Massmart Group accounting policies. Refer to note 1 on page 194 of the Group fi nancial statements.

Massmart Integrated Annual Report 2012 NOTES TO THE ANNUAL FINANCIAL STATEMENTS 279 1. Revenue Dividends received (included are dividends from subsidiary companies) 946.5 2,030.4 Management and administration fees received (included are management and administration fees from subsidiary companies) 20.0 27.8 2. Operating profit Credits to operating profit include: 966.5 2,058.2 Foreign exchange profi t 0.7 0.7 Charges to operating profit include: Foreign exchange loss 0.5 Share-based payment 4.0 (2.6) Contribution to pension scheme 0.7 0.7 3. Net finance income Finance income Interest on Group loans 0.7 0.7 Interest from Receiver of Revenue 0.4 Net finance income 1.1 0.7 4. Taxation Current year South African normal taxation: Current taxation 2.0 2.2 Deferred taxation 2.6 3.1 Secondary taxation on companies 67.6 79.0 Total 72.2 84.3 The rate of taxation is reconciled as follows: % % Standard corporate taxation rate 28.0 28.0 Exempt income (31.9) (27.7) Disallowable expenditure 4.8 Secondary taxation on companies 8.1 4.0 Other (0.3) (0.2) Effective rate 8.7 4.1

280 Company Financial Statements NOTES TO THE ANNUAL FINANCIAL STATEMENTS CONTINUED 5. Interest in subsidiaries Shares at cost less amounts written off 103.9 103.9 Amounts owing by subsidiaries 1,373.9 1,599.8 1,477.8 1,703.7 R Details of net shares at cost can be found in note 37 on page 250 in the Group fi nancial statements. R These loans are unsecured, earn interest at variable rates and have no fi xed terms of repayment. R Massmart Holdings Limited has subordinated its right to claim payment of its shareholder s loan. The loan, amounting to R725.6 million (2011: R1,298.9 million), is interest free, unsecured and does not have any fi xed terms of repayment. R Included in amounts owing by subsidiaries are employee share trust loans to directors of Massmart Holdings Limited, to the value of R44.4 million (2011: R46.5 million). See note 17 on page 225 in the Group fi nancial statements. 6. Other financial assets Unlisted investments Investment in Imagegate Limited (UK) 1 4.6 4.0 Investment in Massmart Black Scarce Skills Trust and Massmart Thuthukani Empowerment Trust 0.2 0.2 Listed investments 0.5 0.3 1. Classifi ed as a 'loans and receivables' fi nancial asset for IAS 39 purposes. 5.3 4.5 R The directors value the unlisted investments at R4.8 million (2011: R4.2 million). R For IAS 39 Financial Instruments: Recognition and Measurement accounting treatment of these fi nancial assets, see note 39 on page 253 in the Group fi nancial statements. 7. Deferred taxation The major movements during the year are analysed as follows: Net asset at the beginning of the year 2.5 5.6 Charge to profi t or loss for the year (2.6) (3.1) Net (liability)/asset at the end of the year (0.1) 2.5 The major components of deferred taxation are analysed as follows: Other temporary differences (0.1) 2.5 (0.1) 2.5

NOTES TO THE ANNUAL FINANCIAL STATEMENTS CONTINUED Massmart Integrated Annual Report 2012 281 8. Issued capital Share capital Share premium Authorised 500,000,000 (2011: 500,000,000) ordinary shares of 1 cent each 5.0 5.0 20,000,000 (2011: 20,000,000) non-redeemable cumulative non-participating preference shares of 1 cent each 0.2 0.2 18,000,000 (2011: 18,000,000) 'A' convertible redeemable non-cumulative participating preference shares of 1 cent each 0.2 0.2 4,000,000 (2011: 4,000,000) 'B' convertible redeemable non-cumulative participating preference shares of 1 cent each Issued 216,124,461 (2011: 213,883,460) ordinary shares of 1 cent each 2.2 2.1 750.6 743.9 10,134,631 (2011: 12,192,748) 'A' convertible redeemable non-cumulative participating preference shares of 1 cent each 0.1 0.1 3,112,778 (2011: 3,295,662) 'B' convertible redeemable non-cumulative participating preference shares of 1 cent each

282 Company Financial Statements NOTES TO THE ANNUAL FINANCIAL STATEMENTS CONTINUED 8. Issued capital continued Number of shares Share capital Share premium Ordinary shares Balance at June 2010 201,495,504 2.0 269.0 Shares issued in terms of the Massmart Executive Share Scheme 6,331,173 481.6 Shares issued in terms of the Massmart Thuthukani Empowerment Trust 5,480,922 Shares issued in terms of the Massmart Black Scarce Skills Trust 575,861 Ordinary shares in issue June 2011 213,883,460* 2.0 750.6 Realisation of treasury shares 7.4 Treasury shares (107,644) (14.1) Ordinary shares in issue excluding treasury shares June 2011 213,775,816 2.0 743.9 Balance at June 2011 213,883,460* 2.0 743.9 Shares issued in terms of the Massmart Executive Share Scheme 0.2 Shares issued in terms of the Massmart Thuthukani Empowerment Trust 2,058,117 Shares issued in terms of the Massmart Black Scarce Skills Trust 182,884 Ordinary shares in issue June 2012 216,124,461 2.2 743.9 Treasury shares (43,152) 6.7 Ordinary shares in issue excluding treasury shares June 2012 216,081,309 2.2 750.6 * Ordinary shares, which have a par value of 1 cent, carry one vote per share and carry the right to dividends. Number of shares Share capital Share premium 'A' convertible redeemable non-cumulative participating preference shares Balance at June 2010 17,673,670 0.2 Shares converted to ordinary shares (5,480,922) Balance at June 2011 12,192,748 0.2 Shares converted to ordinary shares (2,058,117) (0.1) Balance at June 2012 10,134,631 0.1 R 'A' convertible redeemable non-cumulative participating preference shares, which have a par value of 1 cent, are held in the Thuthukani Empowerment Trust. These shares carry one vote per share, which is cast by the appointed trustees, and carry the right to dividends. On election of the benefi ciary, the shares will convert to ordinary shares, on a one-for-one basis and will rank pari passu with all ordinary shares then in issue.

NOTES TO THE ANNUAL FINANCIAL STATEMENTS CONTINUED Massmart Integrated Annual Report 2012 283 Number of shares Share capital Share premium 'B' convertible redeemable non-cumulative participating preference shares Balance at June 2010 3,871,523 Shares converted to ordinary shares (575,861) Balance at June 2011 3,295,662 Shares converted to ordinary shares (182,884) Balance at June 2012 3,112,778 R 'B' convertible redeemable non-cumulative participating preference shares, which have a par value of 1 cent, are held in the Black Scarce Skills Trust. These shares carry one vote per share, which is cast by the appointed trustees, and do not carry the right to dividends. On election of the benefi ciary, the shares will convert to ordinary shares on a one-for-one basis and will rank pari passu with all ordinary shares then in issue. Share options granted under the Massmart Holdings Limited Employee Share Trust R As at June 2012, executives and senior employees have options over 9,702,840 (2011: 6,079,937) ordinary shares of which 7,188,065 (2011: 3,846,383) are unvested. R Share options granted under the Employee Share Incentive Scheme carry no rights to dividends and no voting rights. Further details of the Employee Share Incentive Scheme are contained in note 29 on page 238. R During the current year, the only shares bought in the market were by the Share Trust where 1.2 million shares (0.6% of average shares in issue) were bought at an average price of R166.28 totalling R206.7 million. R During the prior year, the only shares bought in the market were by the Share Trust where 2.1 million shares (1.0% of average shares in issue) were bought at an average price of R130.60 totalling R273.9 million. R The directors have the authority, until the next annual general meeting, to issue the ordinary shares of the Company up to a maximum of 5% of the shares already issued. 9. General reserves Balance at the beginning of the year 3.1 6.9 Treasury shares 1.2 (1.2) Share-based payment reserve 4.0 (2.6) Revaluation of listed investments 0.2 8.5 3.1 R The share-based payment reserve arises on the granting of share options to employees under the Employee Share Incentive Scheme. Details of the Employee Share Incentive Scheme can be found in note 29 on page 238 in the Group fi nancial statements. The share-based payment valuation was performed by Alexander Forbes for all periods and the scheme is equity-settled.

284 Company Financial Statements NOTES TO THE ANNUAL FINANCIAL STATEMENTS CONTINUED 10. Cross-suretyships and promissory notes Cross-suretyships under banking and other fi nancial facilities 5,903.1 4,973.0 5,903.1 4,973.0 R Banking facilities incorporate, amongst others, letters of credit, forward exchange contracts and electronic fund transfers. These facilities have been secured by cross-suretyships between Group companies. R Other fi nancial facilities relate to Promissory notes that represent commitments under non-cancellable operating leases of R303.9 million (2011: R485.2 million) entered into by Masstores (Pty) Ltd on behalf of Makro and are included in operating lease commitments in land and buildings. These leases terminate in December 2020 and have a discounted present value of R262.8 million (2011: R338.0 million), discounted at 15% (2011: 15%). In accordance with IAS 17 Leases, the rentals paid are amortised over the entire remaining lease period on a straight-line basis. R At the reporting date the Massmart Group was net cash positive.

Massmart Integrated Annual Report 2012 285 11. Notes to the cash flow statement Cash flow from trading Profi t before taxation 829.5 2,052.7 Adjustment for: Interest received (1.1) (0.7) Investment income (946.5) (2,030.4) Share-based payment expense 4.0 (2.6) Other non-cash movements 1.4 (1.3) (112.7) 17.7 Working capital movements (Decrease)/increase in trade and other payables (2.2) 14.2 (2.2) 14.2 Taxation paid Amounts owing at the beginning of the year 3.3 5.4 Amounts charged to the income statement (72.2) (84.3) Deferred taxation 2.6 3.1 Amounts owing/(receivable) at the end of the year 0.6 (3.3) Cash amounts paid (65.7) (79.1) Dividends paid Cash dividends paid to shareholders (873.0) (846.1) Net acquisition of treasury shares Share trust losses (127.0) (140.3) (127.0) (140.3)