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) Date: 03/12/2013 05:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.