MR PRICE GROUP LIMITED - Acceptance of LTIs by directors and the company secretary and dealing in securities by an associate of a director

Acceptance of LTIs by directors and the company secretary and dealing in securities by an associate of a director

Mr Price Group Limited
(Registration number 1933/004418/06)
Incorporated in the Republic of South Africa
ISIN: ZAE000200457
JSE share code: MRP
(“Mr Price” or “the Company” or “the Group”)

ACCEPTANCE OF LONG TERM INCENTIVES BY DIRECTORS AND THE COMPANY SECRETARY AND DEALING IN
SECURITIES BY AN ASSOCIATE OF A DIRECTOR

ACCEPTANCE OF LONG TERM INCENTIVES BY DIRECTORS AND THE COMPANY SECRETARY

In compliance with the JSE Limited Listings Requirements, shareholders are advised of the following off-market
acceptances of ordinary shares and options in respect of ordinary shares on 27 November 2018 and 28 November
2018 by Directors and the Company Secretary of the Company.

The routine long-term incentive schemes (LTI’s), which have been approved by shareholders, were designed to be
rolling in nature, such that shares vesting on an annual basis would be replaced by additional awards. The dealings
disclosed herein represent the ‘top up award’ for those LTI’s vesting in November 2018.

Mr Price Executive Director Share Scheme

                                Number of options                Option strike           Total value of
Director                        granted                          price                   transaction
             
Stuart Bird                     113,634                          R 231.79                R 26,339,224.86
Mark Blair                      66,058                           R 231.79                R 15,311,583.82
Steve Ellis                     16,051                           R 231.79                R 3,720,461.29

Mr Price Executive Share Scheme

                                Number of options                Option strike           Total value of
Company Secretary               granted                          price                   transaction
                               
Janis Cheadle                   5,052                            R 231.79                R 1,171,003.08

Mr Price Executive Forfeitable Share Plan (EFSP)

                                                         Total EFSP
                      Vanilla       Performance          awards            Share price on         Total value of
Director              award         award                granted           date of grant          transaction
                                                                                           
                                                         
Stuart Bird           10,466         10,466              20,932            R 231.79               R 4,851,828.28
Mark Blair            6,084          6,084               12,168            R 231.79               R 2,820,420.72
Steve Ellis           1,478          1,478               2,956             R 231.79               R 685,171.24

                                                         Total EFSP        Share price
Company               Vanilla       Performance          awards            on date of             Total value of
                      award         award                granted           grant                  transaction
Secretary                                                                             
                                                                   
Janis Cheadle         465            465                 930               R 231.79               R 215,564.70

In respect of the EFSP:
-       The “vanilla award” shares vest in 5 years, at a strike price of Rnil, subject to certain employment criteria.
-       The “performance award” shares vest in 5 years, at a strike price of Rnil, subject to the attainment of CPI-
        linked headline earnings per share growth targets aligned to the Group’s strategic plan.
-       The shares awarded have been purchased by the LTI’s on behalf of the participants, who receive voting rights
        and dividends during the vesting period.

In respect of the Mr Price Executive Director Share Scheme and the Mr Price Executive Share Scheme:
-       Share options vest in 5 years, at a strike price of R231.79.
-       Vesting is subject to certain employment criteria and the following structures:
-       HEPS growth less than CPI+1%: 100% forfeited
-       HEPS growth equal to or greater than CPI+1%:  33% vests, 67% forfeited
-       HEPS growth equal to or greater than CPI+2%:  66% vests, 34% forfeited
-       HEPS growth equal to or greater than CPI+3%:  100% vests, 0% forfeited
-       HEPS growth equal to or greater than CPI+10%: 125% vests
-       HEPS growth equal to or greater than CPI+15%: 150% vests

The nature of interest in respect of each of the above dealings is direct beneficial, the grant and acceptances were
authorised by the Remuneration and Nominations Committee and clearance to deal in each instance was obtained
from the Chairman.

DEALING IN SECURITIES BY ASSOCIATE OF DIRECTOR

In compliance with the JSE Limited Listings Requirements, the following information is disclosed:

 Director:                                 Stewart Cohen
 Associate:                                The Catregav Investment Trust
 Relationship to associate:                Trustee and beneficiary
 Company:                                  Mr Price
 Date of transaction:                      28 November 2018
 Nature of transaction:                    On-market disposal of securities by an associate (following the
                                           conversion of B-ordinary shares on Wednesday 28 November
                                           2018)
 Number of securities:                     150,000
 Class of securities:                      Ordinary shares
 Volume weighted average selling price:    R257.5162 per ordinary share
 Total value of transaction:               R38,627,430.00
 Highest selling price:                    R258.90 per ordinary share
 Lowest selling price:                     R256.00 per ordinary share
 Nature of interest:                       Dealing by an associate of a director, direct beneficial
 Voluntary clearance obtained:             Yes

Durban
3 December 2018

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

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