MR PRICE GROUP LIMITED - Dealings in securities by directors and by share trust

Dealings in securities by directors and by share trust

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 “Group”)

DEALINGS IN SECURITIES BY DIRECTORS AND BY SHARE TRUST

Acceptance of long term incentives by Directors

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 22 February 2019 and 25 February
2019 by Directors.

The long-term incentive schemes (LTI’s), have been approved by shareholders. The dealings disclosed herein
represent the ‘top up award’ for promotions to Group Chief Executive Officer and Chief Financial Officer.

Mr Price Executive Director Share Scheme
Director                   Number of options            Option strike price            Total value of transaction
                           granted
Mark Blair                 183,588                      R 209.83                       R 38,522,270
Mark Stirton                46,518                      R 209.83                       R 9,760,871

Mr Price Executive Forfeitable Share Plan (EFSP)

Director                 Vanilla award      Performance       Total EFSP           Share price     Total value of
                                            award             awards               on date of      transaction
                                                              granted              grant
Mark Blair               16,908             16,908            33,816               R 209.83        R 7,095,611
Mark Stirton              4,284              4,284             8,568               R 209.83        R 1,797,823

Mr Price Executive Forfeitable Share Plan (GFSP)

Director                 Number of options             Option strike price           Total value of transaction
                         granted
Mark Stirton             42,121                        R 209.83                      R 8,838,249

In respect of the EFSP:
Shares vest in 5 years, at a strike price of RNil
 Vesting is subject to certain employment criteria and the following structures:
- HEPS growth < CPI+1%: 100% forfeited
- HEPS growth > or = CPI+1%: 20% vests, 80% forfeited
- HEPS growth > or = CPI+2%: 40% vests, 60% forfeited
- HEPS growth > or = CPI+3%: 60% vests, 40% forfeited
- HEPS growth > or = CPI+4%: 80% vests, 20% forfeited
- HEPS growth > or = CPI+5%: 100% vests

In respect of the Mr Price Executive Director Share Scheme:
 Share options vest in 5 years, at a strike price of R209.83.
 Vesting is subject to certain employment criteria and the following structures:
- HEPS growth less than CPI+1%: 100% forfeited
- HEPS growth greater than or equal to CPI+1%: 33% vests, 67% forfeited
- HEPS growth greater than or equal to CPI+2%: 66% vests, 34% forfeited
- HEPS growth greater than or equal to CPI+3%: 100% vests, 0% forfeited
- HEPS growth greater than or equal to CPI+10%: 125% vests
- HEPS growth greater than or equal to CPI+15%: 150% vests

In respect of the GFSP:
- Vesting is subject to certain employment criteria.
- Share options vest in 5 years, at a strike price of RNil

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.

Purchase of ordinary shares by Mr Price Group Limited Share Trust

The Mr Price Executive Director Share Trust has, with prior clearance, effected an on-market purchase of a total of
104,820 ordinary shares on behalf of 4 senior members of Mr Price Group participating in the Executive Forfeitable
Share Plan (“EFSP”) and Group Forfeitable Share Plan (“GFSP”) to fulfil share awards granted to these participants
under the EFSP and GFSP. 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:                                 25 February 2019
 Number of shares:                                    104,820
 Volume weighted average price per share:             R220.1288
 Highest prices traded:                               R222.30
 Lowest prices traded:                                R219.30
 Total value of transaction:                          R23,073,900.82


Durban
27 February 2019

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

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