No change statement, notice of Annual General Meeting and specific repurchase of treasury shares Mr Price Group Limited Registration number 1933/004418/06 Incorporated in the Republic of South Africa ISIN: ZAE000200457 JSE share code: MRP (“the Company”) NO CHANGE STATEMENT, NOTICE OF ANNUAL GENERAL MEETING AND SPECIFIC REPURCHASE OF TREASURY SHARES No change statement Shareholders are advised that the audited annual financial statements for the 53 weeks ended 2 April 2016 has been distributed to shareholders and published on the Group’s website (www.mrpricegroup.com) on 30 June 2016. The audited annual financial statements contain no modifications to the audited results which were published on SENS on 31 May 2016. Notice of the Annual General Meeting Notice is hereby given that the 83rd Annual General Meeting of Mr Price Group Limited shareholders will be held at Upper Level, North Concourse, 65 Masabalala Yengwa Avenue (previously NMR Avenue), Durban on Wednesday 31 August 2016 at 14h30 to transact the business as stated in the Annual General Meeting notice forming part of the audited annual financial statements. Specific Repurchase Included in the notice is Special Resolution No 3, requesting specific authority to repurchase treasury shares held in excess of obligations to participants. The Company seeks to acquire and cancel 2 000 000 of its own issued ordinary shares, (par value 0.025 cents) at the volume weighted average price of Mr Price Group Limited ordinary shares for the 30 days prior to 31 August 2016, from the Mr Price Partners Share Trust (Master’s reference number IT4984/2006). Upon approval of Special Resolution No 3, the acquisition, cancellation and delisting of the shares will occur within the first two weeks of September. As the specific repurchase is intra-group, no significant cash will be utilised and the financial effects are minimal. The impact on the total issued share capital is that the ordinary shares (0.025 cents par value) will be reduced by 2 million ordinary shares to 253 995 880. The share capital account will be reduced by R500 (being the 2 million shares at the par value of 0.025 cents per share). The share premium account will reduce by the difference between the purchase price (VWAP for the 30 days prior to 31 August 2016) and the par value of the shares, being 0.025 cents per share. The treasury shares held across all Group share and share option schemes will decrease by 2 million shares from 13 005 093 to 11 005 093 ordinary shares. Salient dates Event 2016 Publication of the Annual Integrated Report and Notice of Meeting on the Group website Thursday, 30 June Last day to trade in order to be eligible to attend and vote at the Annual General Meeting Tuesday, 23 August Record date to determine which shareholders are entitled to attend and vote at the Annual General Meeting Friday, 26 August Deadline for lodging forms of proxy for the Annual General Meeting at 14h30 on* Monday, 29 August Annual General Meeting at 14h30 on Wednesday, 31 August 2016 Repurchase and subsequent delisting of shares between 1 and 15 September (upon approval of Special resolution No 3) *any proxies not lodged by this time must be handed to the chairperson of the Annual General Meeting immediately prior to the Annual General Meeting. Durban 30 June 2016 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 30/06/2016 03:00:00 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.