Sharenet Sites 
Sharenet Sites
Results of the 84th annual general meeting and retirement of director
Mr Price Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1933/004418/06)
ISIN: ZAE000200457
Share Code: MRP
("Mr Price Group" or "the Group")
RESULTS OF THE 84th ANNUAL GENERAL MEETING AND RETIREMENT OF DIRECTOR
Shareholders are advised that at the Mr Price Group Annual General Meeting (“AGM”) held yesterday, Thursday 31 August 2017, all the ordinary and special resolutions
as set out in the notice of AGM dated 30 May 2017, save for ordinary resolutions 2.3 and 5.4, were passed by the requisite majority of votes of shareholders present in
person or represented by proxy.
Ordinary resolutions 2.3 and 5.4 regarding the re-election of John Swain as a director following his retirement by rotation and his election as a member of the Audit and
Compliance committee respectively, were withdrawn (refer to paragraph headed “Retirement by rotation of independent non-executive director” below).
The total number of shares present or represented, including by proxy, at the AGM was 84.92% of the Group’s issued share capital as at Friday 25 August 2017, being the
voting record date. The voting results were as follows:
Votes carried as a % of the Shares voted Shares
total number of shares voted Number of as a % of abstained as
Resolutions at the meeting shares voted total issued a % of issued
For Against share capital* share capital*
Ordinary resolution 1 - Adoption of the annual financial statements 100 0.00 310 166 729 84.85 0.07
Ordinary resolutions 2.1 to 2.3 - Re-election of directors retiring by rotation
2.1 Bobby Johnston 81.92 18.08 309 708 792 84.73 0.19
2.2 Nigel Payne 95.10 4.90 307 211 651 84.04 0.87
2.3 John Swain Withdrawn
Ordinary resolution 3 – Confirmation of appointment of non-executive director 99.99 0.01 309 333 687 84.62 0.29
Ordinary resolution 4 - Re-election of independent auditor 86.38 13.62 309 709 192 84.73 0.19
Ordinary resolutions 5.1 to 5.4 - Election of members of the audit and compliance
committee
5.1 Bobby Johnston 79.42 20.58 309 708 792 84.73 0.19
5.2 Daisy Naidoo 95.59 4.41 308 914 112 84.51 0.41
5.3 Myles Ruck 98.59 1.41 309 708 817 84.73 0.19
5.4 John Swain Withdrawn
Ordinary resolution 6 - Non-binding advisory vote on the remuneration policy of 65.26 34.74 310 281 552 84.88 0.03
the company** (see commentary below)
Ordinary resolution number 7 - Adoption of the report of the SETS committee 100 0.00 310 165 086 84.85 0.07
Ordinary resolution number 8 - Signature of documents 100 0.00 310 283 551 84.88 0.03
Ordinary resolution number 9 - Control of unissued shares 94.72 5.28 310 284 014 84.88 0.03
Special resolutions 1.1 to 1.10 - Non-executive director remuneration:
1.1 Independent non-executive chairman - R1 407 150 98.87 1.13 310 282 221 84.88 0.03
1.2 Honorary chairman – R703 600 97.83 2.17 310 280 726 84.88 0.03
1.3 Lead independent director – R416 600 99.18 0.82 310 281 746 84.88 0.03
1.4 Non-executive directors – R349 000 99.98 0.02 310 283 996 84.88 0.03
1.5 Audit and compliance committee chairman – R217 300 99.94 0.06 310 283 996 84.88 0.03
1.6 Audit and compliance committee members – R128 900 99.94 0.06 310 283 996 84.88 0.03
1.7 Remuneration and nominations committee chairman – R177 900 99.98 0.02 310 283 997 84.88 0.03
1.8 Remuneration and nominations committee members – R92 900 99.94 0.06 310 283 996 84.88 0.03
1.9 SETS committee chairman - R141 800 99.94 0.06 310 283 996 84.88 0.03
1.10 SETS committee members - R90 050 99.94 0.06 310 283 996 84.88 0.03
Special resolution 2 – General authority to repurchase shares 99.59 0.41 310 262 986 84.88 0.04
Special resolution 3 - Financial assistance to related or inter-related company 95.29 4.71 310 283 556 84.88 0.03
Special resolution No. 4 – amendment to MOI
4.1 – deletion of clause 10.4 and subsequent numbering amendments 100 0.00 310 281 356 84.88 0.04
4.2 – addition of new clause 17.12 permitting certain written resolutions 99.84 0.16 310 281 356 84.88 0.04
* The total issued share capital as at the voting record date was 255,795,727 ordinary shares and 9,145,234 B-ordinary shares
** Ahead of the AGM the Group sent communication to its 20 largest shareholders representing approximately 62% of its issued shares for purposes of engaging
specifically on the Group’s remuneration policy. Through this process, senior management, a representative of the Remuneration and Nominations Committee and the
Company Secretary actively engaged with 12 of these 20 shareholders. Mr Price Group is disappointed at the result of the voting on ordinary resolution 6, particularly given
the acknowledgement of substantially improved remuneration disclosure. The Group will continue its efforts to engage with shareholders to understand more fully the
concerns around the remuneration policy. The Group stands by its remuneration philosophy of “partnership” and the intention is, and will always be, to apply this
philosophy and policy consistently and appropriately.
RETIREMENT BY ROTATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR
At the meeting of directors held yesterday immediately prior to the AGM, John Swain, an independent non-executive director, advised that he intended to retire from the
board of directors of the Group, and as such would not be offering himself for re-election following his retirement by rotation in terms of the Group memorandum of
incorporation.
In compliance with paragraph 3.59 of the JSE Limited Listings Requirements, shareholders are accordingly advised that Mr Swain retired as an independent non-executive
director and as a member of both the Audit and Compliance and Remuneration and Nominations committees with effect from the close of the AGM yesterday, 31 August
2017.
Mr Swain has been associated with the Group for 30 years and was appointed to the Board in February 1998, and was the chairman of the Audit and Compliance
committee for 18 years. His experience and contribution to the Group has been invaluable. The Board and management express sincere thanks to Mr Swain for his
significant input and wise counsel to the Mr Price Group over the years.
Durban
1 September 2017
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 01/09/2017 07:05:00 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.
