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 2013 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 2013.

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

Stuart Bird                  112   271        R151.94        R17 058 456
Mark Blair                    68   770        R151.94        R10 448 914
Steve Ellis                   24   242        R151.94         R3 683 329
Helen Grosvenor                3   998        R151.94           R607 456

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, with the
intention of having a rolling nature, as per the share option schemes.

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

Stuart Bird               20 682               R155.9731         R3 225 836
Mark Blair                12 668               R155.9731         R1 975 867
Steve Ellis                4 466               R155.9731           R696 576

The Group’s vision is to be a top performing retailer, by continuing to
grow market share in South Africa and further expand its presence into
foreign markets. In support of this, substantial capital commitments in
information systems and supply chain have been made or approved.

In order to protect investors’ interests and incentivise employees to be
retained in the long term employ of the Company, thereby executing and
enhancing the Group’s future performance and growth strategies, The Mr
Price Group Forfeitable Share Plan (“GFSP”) was introduced.

The GFSP is a once off award of shares at a strike price of R nil, with
full vesting in five years, subject to the participant entering into a
restraint of trade and confidentiality agreement with the Company and
being in the employ of the Company at that date. The award was offered to
certain senior managers, executives and executive directors that were not
already party to such an agreement. Should the participant leave the
Company during the intended five year minimum retention period, between
50% and 90% of the shares could be forfeited, however the restraint
conditions remain. The details pertaining to the executive directors are:

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


Stuart Bird                 96 546               R155.9731       R15 058 579
Mark Blair                  67 315               R155.9731       R10 499 330


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 2013.


EXERCISE OF OPTIONS AND SALE OF SHARES BY DIRECTORS
In compliance with the JSE Limited Listings Requirements, the following
information is disclosed:

Director:                            Stuart Bird
Company:                             Mr Price Group Limited

Date of transaction:                 29 November 2013
Nature of transaction:               Off market exercise of vested options
                                     in terms of the rules of the share
                                     option scheme
Class of securities:                 Options in respect of ordinary shares
Number of options exercised:         40 000
Option strike price:                 R9.00
Value of transaction:                R360 000.00

Nature of transaction:               On market sale of shares as a result of
                                     the exercise of vested options
Class of securities:                 Ordinary shares
Date, price and number of            40 000 @ R155.5456 on 29 November and 2
shares sold:                         December 2013*
Highest price traded:                R157.04
Lowest price traded:                 R154.70
Total value of transaction:          R6 221 824
Nature of interest:                  Direct beneficial
Clearance obtained:                  Yes


Director:                            Mark Blair
Company:                             Mr Price Group Limited

Date of transaction:                29 November 2013
Nature of transaction:              Off market exercise of vested options
                                    in terms of the rules of the share
                                    option scheme
Class of securities:                Options in respect of ordinary shares
Number of options exercised:        117 000
Option strike price:                R21.15
Value of transaction:               R2 474 550.00

Nature of transaction:              On market sale of shares as a result of
                                    the exercise of vested options
Class of securities:                Ordinary shares
Date, price and number of           69 282 @ R155.9731 on 29 November 2013*
shares sold:
Highest price traded:               R157.04
Lowest price traded:                R155.00
Total value of transaction:         R10 806 128
Nature of interest:                 Direct beneficial
Clearance obtained:                 Yes


Transactions for and on behalf of all participants of the Mr Price
Executive Share Trust were concluded over the two trading days of
29 November 2013 and 2 December 2013. Transactions for and on behalf of
all participants of the Mr Price Executive Director Share Trust were
concluded in the single trading day of 29 November 2013.

Durban
3 December 2013

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

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