Mr Price Group Limited · JSE:MRP
Mr Price — Merger or Acquisition (December 2025)
25 slides from Mr Price's merger presentation, Dec 10, 2025
Slide 1: Acquisition of NKD Group GmbH
10 December 2025 Acquisition of NKD Group GmbH
Slide 2: An introduction to the Mr Price Group
An introduction to the Mr Price Group
Slide 3: Our business (March 2025)
Our business (March 2025) ORGANISATIONAL OVERVIEW Revenue: R40.9bn Retail sales South Africa Rest of Africa R39.4bn 92.1% 7.9% SEGMENT CONTRIBUTIONS TO RETAIL SALES: TOTAL OWNED STORES: 3 100 Apparel 89.3% 79.7% TENDER TYPE 10.7% Cash Homeware Credit 16.9% 97.9% Telecoms 2.1% CHANNEL More than 32 00
Slide 4: Top quartile returns
Top quartile returns DEMONSTRATED ABILITY TO GROW STRONG BALANCE SHEET (September 2025) 39-year CAGRs (March 2025) Cash Cash balance of Debt free conversion Retail sales Operating profit HEPS R3.0bn ratio of 81.8% +17.2% +19.0% +18.2% MARKET LEADING RETURNS (March 2025) DELIVERY OF SUSTAINABLE LONG-
Slide 5: Our strategic journey
Our strategic journey
Slide 6: Strategy journey
Strategy journey Since 2020, the group has invested in its infrastructure, delivered on its South African growth strategy, and continued strategic research, while maintaining consistent performance during a volatile trading period Technology modernisation and supply chain enablement Strategy phase 1
Slide 7: Strategy progress
Strategy progress STRATEGY PHASE 1: 2020 – 2023 Detailed research led to new group strategy launch with investment opportunity matrix identified • Three strategic acquisitions • Two organic concepts launched • Combined retail sales of R11.7bn (29% of total sales) and • Combined retail sales of R4.3b
Slide 8: Strategic approach and research considerations
Strategic approach and research considerations Adopted a multilayered approach supported by third-party research and advisors, evaluating key investment considerations: Funding, debt Acquisitive vs appetite and Markets organic growth resultant impact on earnings Consumer Potential impact spending dy
Slide 9: Strategic rationale
Strategic rationale
Slide 10: Key business strengths supporting NKD investment
Key business strengths supporting NKD investment 01 High performing business with strong track record 02 Ideally positioned in an expanding value apparel and homeware sector. Predominantly private label 03 Cash-based, omni-channel business 04 Skilled and committed local management team 05 Supply cha
Slide 11: Market sizing
Market sizing RETAIL SALES^ ($’BN) Europe 5 586 United States of America China NKD combined markets* 1 807 India Japan Germany 888 United Kingdom France Russia Mexico Indonesia Turkey Italy 465 Brazil Spain Poland 291 Philippines Egypt Netherlands Saudi Arabia Thailand Switzerland Malaysia South Afr
Slide 12: Market sizing continued | European retail market
Market sizing continued | European retail market TOTAL MARKET EXCLUDING FOOD Total market excluding food: All non-food retailers TOTAL ADDRESSABLE MARKET €500 BILLION Total addressable market: Apparel (excludes footwear-only retailers) and general merchandise market SERVICEABLE MARKET €113 BILLION S
Slide 13: Value retailing
Value retailing Market size 2024 # Historical CAGR Value retailing is a growing part of 2019 - 2024# (%) the total European retail market, accounting for ~22% Value segment (SAM*) Overall Value Size Market market segment Europe’s value segment alone is larger (€’Bn) share (%) (TAM^) (SAM) than the e
Slide 14: Significant contributor to Mr Price Group
Significant contributor to Mr Price Group MR PRICE GROUP PRE-ACQUISITION MR PRICE GROUP INCLUDING NKD 1.5% 1.3% 3.4% Divisional contributions to 2.8% Divisional contributions 3.1% 4.3% retail sales (to March 2025) 8.2% to retail sales 11.1% 31.4% R 39.4bn ~R 53bn 3.1 % 5.2% 4.1 % 42.5% 3.9% 6.9% 5.2
Slide 15: Introducing NKD
INTRODUCING A cash-based value-focused apparel and homeware retailer operating across Central and Eastern Europe
Slide 16: About NKD
About NKD Strongly aligned to Mr Price Group’s retail model and culture Successful 60-year Operating in Revenue multi location legacy 7 countries €685m model 2 108 stores Value-focused Private label Cash-based Avg. store size 300m2 price points 16 NKD financial year ended 2024
Slide 17: Geographical footprint
Geographical footprint Store footprint in key European territories, with 2 108 stores across 7 countries and a workforce of ~10 000 Country contributions to net sales Poland Germany Stores: 13 Stores: 1 297 6% Czech Republic Stores: 38 13% HQ Austria Stores: 327 Slovenia Stores: 69 Italy 20% Stores:
Slide 18: Target customer and offering
Target customer and offering TARGET CUSTOMER • Quality and price-conscious • Predominantly females aged 45 and above • Largely located in rural areas and small towns • High propensity for click-and-collect MERCHANDISING OFFERING Apparel 75% 15% Womenswear CATEGORY 20% SPLIT 65% Menswear Kidswear Hom
Slide 19: Market positioning
Market positioning Attractive price points for high quality merchandise distinctly positions NKD in the retail value market with a focus on value for money Average price points (€) Retail matrix Low Medium High FASHION RISK Lower Mainstream PRICE SEGMENT Value Key competitors Discount 19
Slide 20: Value drivers and enablers
Value drivers and enablers NKD’s brand and experienced management team provides an independent platform for offshore expansion 01 Propriety data science tools enabling strategic decision making across business functions 02 Excellent sourcing and operational agility supporting a consistently improvin
Slide 21: An award-winning retailer
An award-winning retailer Best value for Best and most Excellent Best online Best product Sustainable Employer of the money popular brand customer service shop quality engagement future 21
Slide 22: Transaction summary
Transaction summary • Enterprise value of €500m • Total Purchase Consideration includes the consideration payable for both: - The Sales Shares (100% of shares in Pegasus Holdings) at an Equity Value of €415m - The Shareholder Loan Receivables valued at €38.50m - Both will be escalated at agreed rate
Slide 23: Financial considerations
Financial considerations • Currency hedge in place • Ratio of combined Group Net Debt (excluding lease liabilities) to pre-IFRS 16 EBITDA not expected to exceed 1.5x* • Longer term group capital structure under review • Impact of transaction and other related costs – investing ahead of growth INDICA
Slide 24: Closing
Closing 01 Strength and performance of South African business remains paramount 02 Not expecting significant integration distraction nor synergy benefits in short-term 03 Fundamental NKD investment case underpins long-term investment and approach to valuation 04 Alignment on financial calendar and r
Slide 25: Thank You
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Mr Price Group — Merger or Acquisition (December 2025) on 6ix