MR PRICE GROUP LIMITED - Dealings in securities by share trusts and acceptance of long term incentives by directors and the company secretary

Dealings in securities by share trusts and acceptance of long term incentives by directors and the company secretary

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

DEALINGS IN SECURITIES BY SHARE TRUSTS AND ACCEPTANCE OF LONG TERM INCENTIVES BY
DIRECTORS AND THE COMPANY SECRETARY

Purchase of ordinary shares by Mr Price Group Limited Share Trusts

The Mr Price Executive Director Share Trust and Mr Price Executive Share Trust have, with prior clearance, acquired
a total of 76 128 ordinary shares in the open market on behalf of 32 senior members of Mr Price Group participating
in the Executive Forfeitable Share Plan (“EFSP”) to fulfil share awards granted to these participants under the EFSP.
These ordinary shares are held in trust and are restricted until all vesting criteria are fulfilled whereupon the shares
vest. To the extent that the vesting criteria are not fulfilled the share awards are forfeited.

 Share Trust:                                   Mr Price Executive Director Share Trust
 Date of transaction:                           29 November 2017
 Number of shares:                              41 840
 Volume weighted average price per share:       R214.0648
 Highest prices traded:                         R214.95
 Lowest prices traded:                          R213.68
 Total value of transactions:                   R8 956 471.23

 Share Trust:                                   Mr Price Executive Share Trust
 Date of transactions:                          29 November 2017
 Number of shares:                              34 288
 Volume weighted average price per share:       R214.0648
 Highest prices traded:                         R214.95
 Lowest prices traded:                          R213.68
 Total value of transactions:                   R7 339 853.86

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 1 December 2017 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 2017.

Mr Price Executive Director Share Scheme
                                                Number of options       Option strike
  Director                                                granted               price      Total value of transaction                                                                        
  Stuart Bird                                             132 102             R188.37                     R24 884 054
  Mark Blair                                               76 510             R188.37                     R14 412 189
  Steve Ellis                                              18 520             R188.37                      R3 488 612

Mr Price Executive Forfeitable Share Plan (EFSP)
                                                                    
                                                                    Total EFSP     Share price on     Total value of
  Director            Vanilla award     Performance award               awards      date of grant        transaction
                                                                       granted                                                                                        
  Stuart Bird                12 167                12 167               24 334            R188.37         R4 583 796
  Mark Blair                  7 047                 7 047               14 094            R188.37         R2 654 887
  Steve Ellis                 1 706                 1 706                3 412            R188.37           R642 718

Mr Price Senior Management Share Scheme
                                       Number of options         Option strike price       Total value of transaction
  Company Secretary                              granted                                                                                                                   
  Janis Cheadle                                    5 091                      R188.37                        R958 992

In respect of the EFSP:
- The “vanilla” shares vest in 5 years, at a strike price of Rnil, subject to certain employment criteria.
- The “performance” 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 LTIs 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 Senior Management Share Scheme:
- Share options vest in 5 years at a strike price of R188.37.
- Vesting is subject to certain employment criteria and the attainment of average HEPS growth of CPI + 1% over
  the vesting period.

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


Durban
5 December 2017

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

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