Annual Financial Statements for the 52 week …

1 Annual Financial Statements for the 52 week period ended 30 March 2013. APPROVAL OF THE Annual . Financial Statements . for the 52 week period ended 30 March 2013. The preparation and presentation of the Annual Financial Statements and all other information included in this Report are the responsibility of the Directors. The information provided herein has been prepared in accordance with the provisions of the Companies Act and complies with International Financial Reporting Standards and the AC 500 Standards as issued by the Accounting Practices Board and its successors. In discharging their responsibilities, both for the integrity and fairness of these Statements , the Directors rely on the internal controls and the risk management procedures applied by management.

2 Based on the information and explanations given by management and the internal auditors and on comment by the independent auditor on the results of their statutory audit, the Directors are of the opinion that: the internal controls are adequate;. the Financial records may be relied upon in the preparation of the Annual Financial Statements ;. appropriate accounting policies, supported by reasonable and prudent judgements and estimates, have been applied;. and the Annual Financial Statements fairly present the results and the Financial position of the Company and the Group. The Annual Financial Statements are prepared on the going concern basis and nothing has come to the attention of the Directors to indicate that the Company and the Group will not remain a going concern.

3 The Annual Financial Statements have been prepared under the supervision of the Chief Financial Officer, Mr MM Blair, CA(SA). The Annual Financial Statements of the Company and the Group were approved by the Board of Directors on 22 May 2013 and are signed on its behalf by: NG Payne SI Bird Chairman Chief Executive Officer MR PRICE GROUP LIMITED. Annual Financial Statements 2013. 03. COMPANY SECRETARY STATEMENT. I hereby certify that the Company has lodged with the Companies and Intellectual Property Commission all such returns as are required of a public company in terms of the Companies Act and that all such returns are true, correct and up to date. HE Grosvenor Company Secretary 22 May 2013.

4 REPORT OF THE INDEPENDENT AUDITOR circumstances, but not for the purpose of expressing an opinion on for the 52 week period ended 30 March 2013 the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the We have audited the consolidated and separate Annual Financial reasonableness of accounting estimates made by management, as Statements of Mr Price Group Limited, which comprise the consolidated well as evaluating the overall presentation of the Financial Statements . and separate Statements of Financial position as at 30 March 2013, the consolidated and separate Statements of comprehensive income, We believe that the audit evidence we have obtained is sufficient and changes in equity and cash flows for the 52 weeks then ended, and appropriate to provide a basis for our audit opinion.

5 A summary of significant accounting policies and other explanatory notes, and Directors report, as set out on pages 4 to 65. OPINION. DIRECTORS' RESPONSIBILITY FOR THE Financial Statements In our opinion, the Annual Financial Statements present fairly, in all material respects, the consolidated and separate Financial position of The Company's Directors are responsible for the preparation and Mr Price Group Limited as at 30 March 2013, and its consolidated fair presentation of these Financial Statements in accordance with and separate Financial performance and consolidated and separate International Financial Reporting Standards and the requirements cash flows for the 52 weeks then ended in accordance with of the Companies Act of South Africa.

6 And for such internal control International Financial Reporting Standards, and the requirements of as the Directors determine is necessary to enable the preparation the Companies Act of South Africa. of consolidated Financial Statements that are free from material misstatement, whether due to fraud or error. AUDITOR'S RESPONSIBILITY. Ernst & Young Inc. Our responsibility is to express an opinion on the Financial Statements Director Jane Oliva based on our audit. We conducted our audit in accordance with Registered Auditor International Standards on Auditing. Those standards require that we Chartered Accountant (SA). comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Financial Statements 1 Pencarrow Crescent, La Lucia Ridge are free from material misstatement.

7 Office Estate, Durban, 4000. An audit involves performing procedures to obtain audit evidence 22 May 2013. about the amounts and disclosures in the Financial Statements . The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the Financial Statements , whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the Financial Statements in order to design audit procedures that are appropriate in the REPORT OF THE DIRECTORS. for the 52 week period ended 30 March 2013. NATURE OF BUSINESS CONSOLIDATED ENTITIES. The main business of the Group is retail distribution through 1 029 The aggregate amount of Group profits and losses after taxation corporate-owned and 26 franchised stores in Africa.

8 The retail attributable to consolidated entities was: chains focus on clothing, footwear, sportswear, sporting goods, R'000 2013 2012. accessories and homeware. Profits 122 525 90 121. Losses (3 005) (2). CORPORATE GOVERNANCE 119 520 90 119. The Directors subscribe to the values of good corporate governance as set out in the King Code of Governance for South Africa 2009 NET SHAREHOLDERS' EQUITY. (King III). By supporting the Code, the Directors have recognised Authorised and issued share capital the need to conduct the business with integrity and to account to stakeholders in accordance with International Financial Reporting There were no changes in the authorised share capital during the Standards.

9 Year. During the year, 1 433 457 B ordinary shares were converted to ordinary shares on a one-for-one basis. RETAIL CALENDAR. SUBSEQUENT EVENTS. The Group reports on the retail calendar of trading weeks incorporating trade from Sunday to Saturday each week. No events, material to the understanding of this Accordingly the results for the Financial year under review are for report, have occurred between the Financial year a 52 week period from 1 April 2012 to 30 March 2013 (2012: end and the date of this report. 52 week period from 3 April 2011 to 31 March 2012). DIRECTORATE. Financial RESULTS. The following changes in the directorate of the The Financial results of the Group are set out in the Statements of Company took place during the year: comprehensive income on page 18.

10 Ms D Naidoo was appointed as a non-executive Director on 16 May 2012. DIVIDENDS In terms of the Company's articles of association, LJ Chiappini, MR Johnston, NG Payne and RM. Ordinary and B ordinary dividends Motanyane resigned as Directors and were re- It is the Group's policy to make 2 dividend payments each year, an elected at the Annual General Meeting of the interim in December and a final in June. Company on 30 August 2012. Interim: A cash dividend of cents per share (2012: Ms SEN Sebotsa retired as a non-executive cents per share) was made payable on 18 December 2012 to Director on 30 August 2012. shareholders registered on 14 December 2012. Prof. LJ Ring retired as an Alternate non-executive Final: A cash dividend of cents per share (2012: Director on 30 March 2013.)