Report on proceedings at the Annual General Meeting Mr Price Group Limited Registration number 1933/004418/06 Incorporated in the Republic of South Africa ISIN: ZAE000026951 JSE share code: MPC ("the company") REPORT ON PROCEEDINGS AT ANNUAL GENERAL MEETING At the 81st Annual General Meeting of the company held today, all the ordinary and special resolutions proposed at the meeting were approved by the requisite majority of votes as follows: Ordinary resolution 1 Adoption of AFS 99.84% Ordinary resolution 2.1 Re-election of SB Cohen 99.21% Ordinary resolution 2.2 Re-election of NG Payne 98.54% Ordinary resolution 2.3 Re-election of WJ Swain 97.44% Ordinary resolution 2.4 Re-election of M Tembe withdrawn Ordinary resolution 3 Independent Auditor 99.90% Ordinary resolution 4.1 Audit Member MR Johnston 88.77% Ordinary resolution 4.2 Audit Member D Naidoo 99.60% Ordinary resolution 4.3 Audit Member MJD Ruck 99.60% Ordinary resolution 4.4 Audit Member WJ Swain 86.86% Ordinary resolution 5 Remuneration Policy 79.43% Ordinary resolution 6 SETS Report 99.94% Ordinary resolution 7 Signature of documents 99.98% Ordinary resolution 8 Control unissued shares 97.48% Special resolution 1.1 Chairman Remuneration 99.66% Special resolution 1.2 Honorary Chairman Rem 99.52% Special resolution 1.3 Lead Director Rem 99.66% Special resolution 1.4 Other Director Rem 99.66% Special resolution 1.5 Chairman Audit Rem 99.66% Special resolution 1.6 Member Audit Rem 99.66% Special resolution 1.7 Member Risk Rem 99.66% Special resolution 1.8 Chairman RemNomCo Rem 99.66% Special resolution 1.9 Member RemNomCo Rem 99.66% Special resolution 1.10 Chairman SETS 99.66% Special resolution 1.11 Member SETS 99.66% Special resolution 2 General purchase of shares 99.23% Special resolution 3 Subsidiary financial ass. 98.94% Special resolution 4 Share scheme financial ass. 90.67% The special resolutions, where applicable, will be lodged for registration with the Companies and Intellectual Property Commission in due course. As per the Notice of Annual General Meeting, with effect from 3 September 2014, Mr Tembe retired by rotation from the Board as an independent non-executive Director. Due to various other commitments, Mr Tembe chose not offer himself for re-election. The Board wishes to thank Mr Tembe for the contribution he has made to the Group over the last six years. Durban 3 September 2014 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 03/09/2014 03:38:00 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.