MASSMART HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1940/014066/06)
JSE Ordinary Share code: MSM
ISIN: ZAE000029534
("Massmart")

WALMART INC.
(Incorporated in the State of Delaware, United States of America)
Traded on the New York Stock Exchange under the symbol "WMT"
(acting through its indirect wholly-owned subsidiary Main Street 830 Proprietary Limited)
(Registration number 2010/016839/07)
("Walmart")



FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME OF ARRANGEMENT
BETWEEN MASSMART AND ITS SHAREHOLDERS


Capitalised words and phrases in this announcement shall, unless the context indicates otherwise, bear
the same meanings ascribed thereto in the combined circular to Massmart Shareholders dated
Thursday, 22 September 2022 (“Circular”).

1.    INTRODUCTION

      Shareholders are referred to the Circular, and to the results of General Meeting announcement
      dated Friday, 21 October 2022, wherein it was confirmed that, inter alia, the Scheme Resolution
      to approve the Scheme was approved by the requisite majority of Shareholders present or
      represented by proxy and entitled to vote thereon.

      After the General Meeting, implementation of the Scheme remained subject to the fulfilment or
      waiver, as applicable, of the remaining Scheme Conditions, as set out in the Circular.

2.    FULFILMENT OF SCHEME CONDITIONS

      Shareholders are advised that all the remaining Scheme Conditions have now been fulfilled
      and/or waived, as applicable, and that the Scheme has accordingly become unconditional with
      effect from Friday, 4 November 2022. Consequently, Massmart and Walmart will proceed with
      implementation of the Scheme.

      The implementation of the Scheme will result in -

          •   Walmart acquiring all of the Scheme Shares for the Scheme Consideration on the
              Scheme Implementation Date; and
          •   the Delisting of the Massmart Shares from the main board of the JSE pursuant to the
              Scheme being implemented.

      Scheme Participants will therefore receive the Scheme Consideration on the Scheme
      Consideration Settlement Date as indicated in the timetable below.

      As a result of the unconditionality of the Scheme, the General Offer will not be implemented.
3.   REMAINING SALIENT DATES AND TIMES

     The Scheme will be implemented in accordance with the following salient dates and times:

                                                                                                           2022
      Expected finalisation announcement published in the South African                      Monday, 7 November
      press on or about
      Expected last day to trade in Shares on the JSE in order to
      participate in the Scheme on or about
                                                                                        Tuesday, 15 November
      Expected suspension of the listing of the Shares at the
      commencement of trade on the JSE on or about
                                                                                     Wednesday, 16 November
      Expected Scheme Record Date, being the date on which
      Shareholders must be recorded in the Register to participate in the
                                                                                             Friday, 18 November
      Scheme, by close of trade on or about
      Expected Scheme Implementation Date on or about                                       Monday, 21 November
      Scheme Consideration expected to be sent by EFT to Scheme
      Participants who are Certificated Shareholders and who have
      lodged their Form of Surrender and Transfer with the Transfer
      Secretary on or prior to 12:00 on the Scheme Record Date, on or                       Monday, 21 November
      about
      Dematerialised Scheme Participants expected to have their
      accounts with their Broker or CSDP credited with the Scheme
                                                                                            Monday, 21 November
      Consideration on or about
      Expected date for the termination of listing of the Ordinary Shares
      in terms of the Scheme at commencement of trade on the JSE on
                                                                                        Tuesday, 22 November
      or about


      Notes:
      1.   Any change in the dates and times will be published on SENS.
      2.   All dates and times quoted in this document are South African dates and times.


4.   IMPORTANT INFORMATION FOR FOREIGN SHAREHOLDERS

     The Scheme may be affected by the laws of the relevant jurisdiction of a Foreign Shareholder. A
     Foreign Shareholder should acquaint itself about and observe any applicable legal requirements
     of such jurisdiction in relation to all aspects of the Scheme that may affect it including (but not
     limited to) receipt of the Scheme Consideration. It is the responsibility of each Foreign
     Shareholder to satisfy itself as to the full observance of the laws and regulatory requirements of
     the relevant jurisdiction in connection with the Scheme, including the obtaining of any
     governmental, exchange control or other consents, the making of any filings which may be
     required, the compliance with other necessary formalities and the payment of any taxes or other
     requisite payments due in such jurisdiction.

     The Scheme is governed by the laws of South Africa and is subject to applicable laws and
     regulations in South Africa, including but not limited to the Listings Requirements, the Companies
     Act, the Companies Regulations and the Exchange Control Regulations. Any Foreign
     Shareholder who is in doubt as to its position, including, without limitation, its tax status, should
     consult their professional advisors immediately.

     Further information is set out in Annexure 5 of the Circular.
5.   RESPONSIBILITY STATEMENTS

     The Massmart Board and Massmart Independent Board

     The Massmart Board and the Massmart Independent Board (to the extent that the information
     relates to Massmart) collectively and individually accept responsibility for the information
     contained in this announcement and certify that, to the best of their knowledge and belief, the
     information contained in this announcement relating to Massmart is true and this announcement
     does not omit anything that is likely to affect the importance of such information.

     Walmart

     Walmart (to the extent that the information relates to Walmart) accepts responsibility for the
     information contained in this announcement and certifies that, to the best of its knowledge and
     belief, the information contained in this announcement relating to Walmart is true and this
     announcement does not omit anything that is likely to affect the importance of such information.


Johannesburg
Friday, 4 November 2022

Financial Advisor and Transaction Sponsor to Massmart
The Standard Bank of South Africa Limited

Legal and Tax Advisor to Massmart
ENSafrica

Financial Advisor to Walmart
Goldman Sachs International

Legal and Tax Advisor to Walmart
Webber Wentzel

Independent Expert to Massmart
PricewaterhouseCoopers Corporate Finance Proprietary Limited