MR PRICE GROUP

Our desire to constantly improve our offer to our customers of great fashion and quality at excellent prices, again produced pleasing results, particularly so as it is in the year we celebrate the 25th anniversary of when the Mr Price founders acquired control of
the business.

The results achieved are a consequence of the passion, acumen and energy of all the outstanding people who work for the group. I would like to thank them all for their contribution to the group’s strong results and for making Mr Price Group the special place that it is for us.

The first quarter of the fi nancial year saw the fantastic spectacle of the World Cup Soccer tournament that helped boost consumer sentiment and provided momentum for the balance of the year.

Mr Price Apparel once again delivered an excellent merchandise offer to which their customers responded with continued enthusiasm. The sales performance was leveraged
by improving margins primarily through better merchandise and supply chain disciplines, resulting in lower markdowns and higher stock turn. This process creates a virtual cycle of
fresh product constantly moving through the business, to be replaced by equally appealing merchandise at an increasing rate.

Mr Price Home, Mr Price Sport and Sheet Street superbly executed turnaround strategies based on the same fundamentals mentioned earlier. The core of these strategies was to research and analyse the product their customers wanted and to then deliver this at great prices and good quality. In addition, by implementing the Redgold principles, improved merchandise and distribution processes have resulted in signifi cantly better margins through lower markdowns and higher stock turns. The continued focus on overheads yielded positive results and we are clear about the physical space requirements of each of these divisions.

While Miladys still grew its profit, its performance was below what was desired. The low sales growth was offset by a better margin, primarily as a result of lower markdowns
and a tight hold on overheads. A great deal of energy is being applied to better understanding the merchandise and value that the Miladys customer wants, to ensure that a
differentiated and appealing assortment is provided to her. An important part of our customers’ experience is the in-store environment. The Mr Price Apparel chain has recognised that further efficiencies in supply chain cannot materially offset the pressures of its high trading densities that may now start to limit sales growth in many of its locations. To accommodate the full assortment of departments, and to ease the congestion of the ever increasing numbers of customers, the division will be embarking on an expansion exercise specifically in respect of stores identified as being under pressure to realise their potential.

We also recognise that while there are certain stores that are bigger than required in the other divisions, there are also a number of stores that are too small, and a number of locations where we should be present. We are dealing with these situations concurrently.
In addition to the programme of right-sizing stores, the three Mr Price divisions will be releasing new store designs in November this year. A leading international store design
company was commissioned to execute this project to harmonise our merchandise pitch with the in-store layout and design. While each division will have their own design,
underpinning this will be a great deal of commonality to ensure brand consistency, as well as economies of scale.

Over the past year, there have been a number of challenges in the resourcing of clothing and textiles. These were not unique to South Africa where we have been somewhat fortunate to have a strengthening Rand to help offset the impact thereof. The two major issues were, firstly, the shortage of capacity in China which not only drove up CMT (cut-make-trim) costs, but also resulted in significant short and non-deliveries in the latter part of the year. The second was the significant increase in cotton prices, also in the second half of the year. Both these issues appear to be easing somewhat as production is diversified to other locations and the traders’ speculative positions in cotton begin to unwind.

Our Redgold initiatives to improve merchandise planning and supply chain effi ciencies continue to pay dividends in the form of improved margin through lower markdowns and
higher stock turns attributable to trade with lower covers. One of the major projects to go live during the year was the implementation of a new warehouse management system, which will not only extend the useful lives of our distribution centres, but also optimise many of our processes therein.

Corporate Social Investment
We have always been committed to meaningfully investing in the communities in which we operate. This has never taken the form of ‘chequebook charity’, instead we have undertaken projects with the view that there must be a sustainable outcome after the completion of the project. We are very careful to avoid creating situations of dependency, as these can never be sustainable. We are very proud of the achievements of the RedCap Foundation. It has a vision for South Africa where young people create social change by being inspired, healthy and engaged citizens. Its focus is on the youth and it has already made a positive impact on more than 200 000 children from impoverished communities. A number of the projects have attracted the attention of local and national government as models to be implemented on a
wide scale across the country.

Broad-based Black Economic Empowerment (BBBEE)
We are committed to social transformation and the requirements of BBBEE, but equally committed to driving transformation that is meaningful and sustainable. The group issued share options to all its permanent associates long before it was fashionable to do so or before Black Economic Empowerment legislation existed. We could have accelerated our existing BBBEE accreditation through an external empowerment deal but instead embraced the true broad-based intentions of the legislation and thus sustainably impacted thousands of lives instead of a select few. When we set a targeted compliance level, we were committed to it. The group's efforts have been rewarded by achieving compliance as a level 6 contributor. The medium-term goal of at least maintaining this level of compliance will be achieved by driving indicators that are meaningful to business sustainability. These are primarily skills development, to build the business skills capacity and populate the succession plan to achieve employment equity, and strategic enterprise development to build a sustainable local supply chain and support local business.

Environment
The environment has always been at the forefront of our minds, evident in our commitment to only using reusable, thick plastic shopping bags long before legislation dictated this. We completed our second carbon footprint assessment this year, calculating our emissions to be 147 592 tonnes of carbon dioxide, 98% of which relates to electricity consumption. Consequently our main thrust is to further improve our energy effi ciencies to reduce electricity consumption. In addition to this, we are using technology in merchandise planning to minimise the usage of fuel in our supply chain, as well as the quantity of packing material required.

Wellness
The group's associates are critical to its success. Consequently, investing in their wellbeing is not only morally correct, but also important to the ongoing sustainability of the business. Permanent associates are offered membership of the subsidised group medical aid
schemes. In order to allow more associates to have cover for themselves and their families, a cost effective medical aid product was introduced three years ago. A Wellness Week is also run annually, where associates are informed and encouraged to make healthy lifestyle choices, provided access to counselling, and information on preventing serious diseases and the treatment thereof.

Looking ahead
There is uncertainty ahead in the economic climate, particularly the sustainability of the recovery from the global recession. There is also the concern of global inflation and the impact that this will have.

We recognise these challenges but remain confi dent that the group has a strong future as long as it continues to delight its customers with great fashion and quality at excellent prices. There are many opportunities for growth in each of our divisions, and possibilities to use technology to tap into new marketing channels and also to drive efficiencies.

We have a robust business concept and intend to take advantage of every opportunity we can to further strengthen our position in our existing markets as well as be able to consider new market opportunities as they arise.

Trading environment
The group experienced a challenging year as the country gained some traction against the hangover from the global fi nancial crisis. South Africa is rated among the best emerging markets and it is fortunate that, due to the economy being well managed, it did not experience the levels of pain that our European and American counterparts did. The largest division, Mr Price Apparel, constituting more than half of group sales, was successful in gaining market share in an improving economy. This proved that the fashion value appeal of the brand is strong and that customers gained in an economic downturn, when consumers shop for value, are retained when trading conditions improve. The group grew retail sales
by 12.9% to R10.7 billion at a time when the retail sector only grew by 7.5%.

Celebrating our history
It is fi tting that signifi cant milestones have been achieved on the 25th anniversary of the founders acquiring control of the group. Total sales have exceeded R10 billion and profit attributable to shareholders has exceeded R1 billion for the first time. It is a remarkable achievement that the share price and dividends per share have grown by a compound annual growth rate in excess of 25% over this period, while headline earnings per share
has increased by more than 24%. However, it’s not all about numbers, but rather about our people, who are the life-breath of our organisation. We rightly place their wellbeing and vast
contribution above all else. Our people deliver innovation and creativity to our customers who have responded well to our merchandising offer across the group and thus given us market share gains in very trying times. The group’s suppliers and service providers have also responded well in the past year and have assisted the group in achieving its goals. The shareholders are the benefi ciaries of their incredible efforts.

JSE ranking
A survey conducted by Finweek in March 2011, based on audited 2010 figures, refl ects Mr Price Group in 59th position on the JSE in terms of market capitalisation. However the group’s internal rate of return, which takes into account share price growth and dividends, placed it 23rd, and return on equity 26th. The group increased its return on equity from 35.6% to 46.0% in the current year, and believes it can improve upon its current ranking. The strong cash fl ows and level of cash balances associated with being a predominantly cash based retailer positions the group well and shareholders should expect a further reduction in dividend cover in the near future.

The Mr Price ‘DNA’
One of the major challenges in the years ahead, as the group grows beyond 1 000 stores and employs more than 20 000 employees, is keeping alive the soul, culture and ‘DNA’ that is integral to our success. Avoiding bureaucracy will maintain the fast-fashion promise and entrepreneurial creative spirit among our people. Our leadership and people team are very focused on this and we are confi dent that, because our associates wholly embrace our values of Passion, Value and Partnership, and are all bona fi de shareholders in the group, this unique culture will endure.

Social responsibility
The group makes a positive impact on the lives of nearly 18 000 associates, their extended families and the communities in which they reside. In a country battling with unemployment
and social reform, it is an honour to be in a position to be able to make a meaningful difference. We are very proud of the fact that we are one of the few companies listed on the JSE that offers shares or share options to all its permanent associates after one year’s service. In this way our people can all benefi t from the success of the group. Since the inception of our Partners Share Trust, participants have seen their shares, which were issued for no cost, increase in value from R21 000 to about R63 000, and have received R26 million in tax-free dividends over the period. Details of the company’s share schemes are provided in the remuneration report on pages 102 to 115. The group’s corporate social investment initiatives are carried out through the RedCap Foundation, which has received
national accolades. The group’s active involvement in these communities is focused on the youth, since they are the future and its activities are designed to be sustainable.

Governance
The company is committed to acting with integrity and good corporate governance. The same is expected from our associates and suppliers and in this regard the group has further refined its codes of conduct. A detailed governance report can be found on page 72.
Sustainability is high on the group’s agenda and, to this end, the newly appointed risk and sustainability committee held its inaugural meeting in May 2010. The group’s strategic planning process has historically ensured that building a sustainable business was always a key consideration. Risks that may threaten the group’s livelihood are well understood and plans are currently in place to reduce these risks to an acceptable level. Refining the measurement criteria of strategic plans and their associated risks is in progress.

Sourcing
We have found that our fast-fashion model ideally requires us to source more goods in South Africa than in the past. Local sourcing will shorten the lead time of merchandise being
available in our stores. However, the competitiveness of the local manufacturing industry is poor and the forced closure of factories is concerning. We are committed to working with local suppliers in order for them to build more sustainable businesses, but this must not be achieved at the expense of offering cashstrapped consumers fashionable merchandise at everyday low prices.

Strategic vision
The group is focused on maintaining and entrenching its fashion value position in the markets in which it operates. Its goal to remain a cash-driven retailer is borne out by its seven year strategic plan.
The group’s next growth phase will be driven by:
• the continued search for well positioned trading locations;
• expanding high trading density stores and extraction from unprofitable space;
• internationalisation of the business, initially via Africa; and
• engaging customers via alternative communication channels.
These initiatives will require us to increase our investment in information technology systems, supply chain processes and people development, which will all produce significant efficiency gains and added value.

Prospects
Capital expenditure in the year under review has been restrained, as to be expected in a post-recessionary environment, but we are now reinvesting in our stores. Exciting new look stores are planned for the three Mr Price divisions later this year, and over the next seven years the group’s planned capital expenditure amounts to more than R2.8 billion. The group will comfortably be able to fund its expansion and increased dividend payments from its cash
resources and plans to maintain a debt-free balance sheet. While we are thrilled with our financial performance over the past year, the high base will make 2012 even more challenging. However, we remain extremely confident of the long-term growth potential of the Mr Price Group.