MR PRICE GROUP LIMITED - Dealings in securities by Directors and the Company Secretary

Dealings in securities by Directors and the Company Secretary

Mr Price Group Limited
Registration number 1933/004418/06
Incorporated in the Republic of South Africa
ISIN: ZAE 000026951
JSE share code: MPC
("the Company" or "the Group")

DEALINGS IN SECURITIES BY DIRECTORS AND THE COMPANY SECRETARY

ACCEPTANCES OF OPTIONS AND SHARE AWARDS BY DIRECTORS AND THE
COMPANY SECRETARY

In   compliance  with  the   JSE  Limited   Listings  Requirements,
shareholders are advised of the following off-market acceptances of
options and shares in respect of ordinary shares on 29 November
2014 by Directors and the Company Secretary of Mr Price Group
Limited.

The share option schemes were designed to be rolling schemes, such
that shares vesting on an annual basis would be replaced by
additional option awards. This transaction represents the 'top up
award' for those options vesting in October and November 2014.

Name                       Number of            Option      Total value of
                     options granted      strike price         transaction

Stuart Bird                 90 486            R222.60         R20 142 184
Mark Blair                  55 608            R222.60         R12 378 341
Steve Ellis                 19 733            R222.60          R4 392 566
Helen Grosvenor              2 873            R222.60            R639 530

Following a review of the long-term incentive schemes in operation
by external remuneration specialists, the Company was advised that
it is beneficial to have more than one scheme in operation.
Accordingly, the Mr Price Executive Forfeitable Share Plan ("EFSP")
was introduced in November 2013, with full details being provided
in the F2014 Annual Integrated Report.     As per the share option
schemes, the EFSP operates in a rolling manner.

In order to ensure that the same cost to the Company was
maintained, the number of options awarded in total was reduced to
the numbers above to allow for a 'vanilla' allocation of EFSP's.
These forfeitable shares vest in five years, subject to certain
employment criteria being met, at a strike price of R nil.

In addition, an equivalent 'performance based' forfeitable share
award was also made. The shares vest in five years at a strike
price of R nil, subject to the attainment of performance criteria
linked to the Group's five-year strategic plan.
Participants in the EFSP receive voting rights and dividends during
the vesting period.

Name          Total number of   Share price on      Total value of
              EFSP granted      date of offer       transaction

Stuart Bird    16 668            R229.4735           R3 824 864
Mark Blair     10 242            R229.4735           R2 350 267
Steve Ellis    3 634             R229.4735           R833 907

The nature of interest for all the persons concerned is direct
beneficial and the grant was authorised by the Remuneration and
Nominations Committee and clearance obtained from the Lead
Independent Director.  All offers were accepted on 29 November
2014.

Durban
3 December 2014

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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