Integrated Annual Report for the year ended December 2018 OUR COMMITMENT: OUR DIVISIONS: TO SAVE OUR CUSTOMERS MONEY SO THEY CAN LIVE BETTER COMPRISES FOUR DIVISIONS OPERATING 436 STORES IN OUR PURPOSE: 13 SUB-SAHARAN COUNTRIES To be the most trusted, high-volume, lowest cost, wholesale and retail group in sub- Saharan Africa, delivering exceptional value Through our widely-recognised, differentiated retail to mass market consumers. and wholesale formats, we have leading shares in the General Merchandise, Liquor, Home Improvement OUR BUSINESS: and Wholesale Food markets. Our key foundations Our business model is built on high-sales of high volume, low cost and operational excellence density formats, procurement scale and enable our price leadership. cost-efficient routes to market. As a result, we are able to optimise supplier distribution and obtain price leadership, which enables us to deliver on our commitment of saving our customers money so they can live better. Table of contents Our business Transparency and Our performance 02 at a glance 04 06 accountability 18 24 49 65 87 92 Our business Our business Chief Financial Independent Our approach Board model Officer’s review auditor’s report to corporate Committee 20 governance feedback Our footprint 26 54 Our stakeholder Directors’ See more of our performance online 88 96 relationships report www.massmart.co.za/iar2018 Our Board Remuneration 22 /groupafs report Our value /companyafs creation story 57 /5yearreview Summary Consolidated Group Financial Our business Statements 03 context 22 Our value creation story 29 36 Corporate 68 Material Our strategic Addressing social and environmental challenges matters priorities 05 Accountability Introduction 33 40 Shareholder 01 Managing Divisional 67 76 84 our risks reviews Introducing Engaging our Ensuring the SDGs stakeholders high levels 07 information of consumer 04 08 safety Performance Reflections from 68 80 Addressing Empowering summary the Chairman 119 126 social and our people Notice of Annual Notes to the environmental General Meeting form of proxy 06 11 challenges About our Message from 125 127 report our CEO 36 Form of proxy Definitions Our strategic priorities and formulas HOW TO READ OUR REPORT FOR MORE INFORMATION TO ASSIST THE STAKEHOLDERS IN MAKING AN ASSESSMENT OF OUR ABILITY TO CREATE VALUE, THE REPORT HAS BEEN NAVIGATION SYMBOLS IN OUR REPORT DESIGNED IN THE FOLLOWING STRUCTURE: Online articles 1. An introduction to Massmart outlining our business model, our stakeholder relationships and our value creation story; Further information 2. A reflection on our business context, the material risks and opportunities facing Massmart and our strategic response; 3. An evaluation of our performance and corporate accountability; and Definitions 4. A review of our governance structures and remuneration practices. Massmart Integrated Annual Report 2018 03 Performance summary WEAK SALES IN DIFFICULT ENVIRONMENT SUSTAINING 2.9% VALUE R90.9 billion 2017: R88.4 billion* R125m IN SAVINGS FROM A FOCUS ON GROUP-WIDE LOGISTICS EFFICIENCIES TRADING PROFIT BEFORE 2017: R100 million INTEREST AND TAX IMPACTED BY MARGIN PRESSURE INVESTED R230.2m IN EMPLOYEE TRAINING 16.8% AND DEVELOPMENT R2.1 billion 2017: R112.1 million 2017: R2.5 billion^ STAFF TURNOVER HEADLINE EARNINGS BEFORE 20.0% RESTRUCTURE COSTS (TAXED) 2017: 10.4% GROUP ENERGY 22.9% EFFICIENCY INCREASED R1.0 billion 3.9% 2017: R1.3 billion^ TO 204.9 KWH/M² 2017: 213.1 kWh/m2 HEADLINE EARNINGS R254m PROCURED FROM SUPPLIER 31.7% DEVELOPMENT PROGRAMME R901.2 million 2017: R200 million 2017: R1.3 billion^ 80.81 (LEVEL 4) BBBEE SCORE ACHIEVED Financial performance impacted by: 2017: 66.63 (Level 7) • Game and Masscash restructure and relocation and continued distraction at Game 45% • Commodities and Durable Goods deflation OF THE MEMBERS OF OUR • VAT increase BOARD ARE FEMALE • Negative comparable sales in November and 2017: 33.3% December 2018 • Negative adjustments for inventory and cost WE’VE SAVED OUR CUSTOMERS of sales in Massfresh, Masswarehouse’s fresh R2.5bn Food Wholesaler THROUGH OUR PROMOTIONS * Like-on-like 52-week basis 2017: R2.2 billion ^ Restated 04 Introduction Massmart Integrated Annual Report 2018 05 About our report Scope and boundary Board approval This report aims to provide a concise assessment of To appreciate Massmart’s ability to create value, it is important uncertainties and other important factors may cause Massmart’s Board of Directors acknowledges Massmart’s strategy and business model, risks and to read our value creation story ( page 22 ) which is actual results to differ materially from our expectations. its responsibility to ensure the integrity of opportunities, performance and governance over the structured to show the relationship between Massmart’s These include factors that could adversely affect our the Integrated Annual Report. Together with 52 weeks ended December 2018. strategy, business model, operating context, and material risks business and financial performance. management, and reflecting on Massmart’s This report is primarily intended to address the and opportunities. Making an informed assessment of how The Group is not under any obligation to update operating context, strategy and value creation information requirements of long-term investors (our equity we have created value requires an appreciation of our strategy or alter any forward-looking statements publicly, model, we believe that this Integrated Annual shareholders and prospective investors). We also present ( pages 36-39), our material matters ( pages 29-32) and whether as a result of new information, future events or Report addresses all matters that have, or could information relevant to the way we create value for other key our governance practices ( pages 87-117). otherwise. Investors are cautioned not to place undue have, a material impact on Massmart’s ability stakeholders, including customers, employees, suppliers, reliance on any forward-looking statements contained to create value. We have applied our collective government and civil society. Reporting frameworks herein, as they have not been reviewed or reported on minds to the preparation and presentation of In assessing the risks, opportunities and outcomes that by the Group’s external auditors. the information in this report and believe that materially impact the Group’s ability to create value for its Our integrated reporting process, as well as the contents this report has been prepared in accordance stakeholders, the boundary has been extended beyond the of this report, is guided by the principles and requirements Combined assurance with the IIRC’s International <IR> Framework. financial reporting boundary to include the material interests of the International Integrated Reporting Council’s (IIRC’s) attributable to/associated with our key stakeholders. International <IR> Framework and where applicable the Massmart has adopted a combined assurance International Financial Reporting Standards (IFRS), the Global framework to ensure a coordinated approach across all Kuseni Dlamini Materiality Reporting Initiative Standards, the King Code on Corporate assurance activities provided by management, internal Governance 2016 (King IV), the JSE Listings Requirements and external assurance providers, as well as the Board This report provides information on all those matters that and the Companies Act No 71 of 2008, as amended. and the relevant sub-Committees’ oversights. The Chris Seabrooke we believe could substantively affect Massmart’s ability to combined assurance model incorporates and optimises create value. It provides information that we believe is of Forward-looking statements all assurance services and functions so that, taken as a material interest to current and prospective investors, and whole, they enable an effective control environment; Guy Hayward to any other stakeholder who wants to make an informed This report may contain forward-looking statements which support the integrity of information used for internal assessment of Massmart’s ability to create value over the may relate to future performance and prospects. While decision making by management and the Board; and short (one year), medium (two to three years) and long term these statements represent our judgements and future support the integrity of the Group’s external reports. Johannes van Lierop (three to five years). expectations, a number of known and unknown risks, Massmart has obtained assurance on the data in the Integrated Annual Report from the following sources: Nolulamo (‘Lulu’) Gwagwa • Group and Company Annual Financial Statements were audited by Ernst & Young Inc. • Emissions data was assured externally by GCX Africa Olufunke Ighodaro • Massmart’s Broad-Based Black Economic Empowerment (BBBEE) scorecard was verified by Honeycomb BEE Ratings Proprietary Limited Phumzile Langeni • Key compliance, Corporate Social Investment (CSI) and human capital performance indicators were assured by Massmart Audit Services (MAS) Lindiwe Mthimunye Susan Muigai 36 Enrique Ostalé Our strategic priorities JP Suarez 06 Introduction Massmart Integrated Annual Report 2018 07 REFLECTIONS FROM THE CHAIRMAN was held in Johannesburg in October 2018, where President Efforts to sustain cost discipline continued and resulted in Ramaphosa announced a combined amount of R290 billion expense increases being limited to 5.0%, whilst comparable in investment in South Africa. This was in addition to the expenses increased by only 2.3%. Staying on course in trying times