NOTICE OF ANNUAL GENERAL MEETING AND INTEGRATED ANNUAL REPORT 2012 THE FOSCHINI GROUP LTD – NOTICE OF ANNUAL GENERAL MEETING AND SPECIFIC REPURCHASE Reg. No.: 1937/009504/06 Code : TFG - TFGP ISIN : ZAE000148466 – ZAE000148516 NOTICE OF ANNUAL GENERAL MEETING AND INTEGRATED ANNUAL REPORT 2012 With regard to the audited results for the year ended 31 March 2012, shareholders of The Foschini Group (TFG) Limited are advised that the integrated annual report is being distributed to shareholders today. Shareholders are advised that the integrated annual report contains abridged financial information. The detailed annual financial statements are available in electronic copy on our website (www.tfg.co.za) and in hardcopy on request. These contain no significant modifications to the reviewed preliminary condensed results that were published on SENS on 29 May 2012. The annual financial statements were audited by KPMG Inc., and their report is available for inspection at the company’s registered office. CIRCULAR Shareholders are advised that a circular is being distributed along with the integrated annual report. The circular includes notice of the 75th annual general meeting of shareholders which will be held at 12h15 on 3 September 2012 at Stanley Lewis Centre, 340 Voortrekker Road, Parow East, Cape Town to transact business as stated in the notice to the annual general meeting. The notice contains, inter alia, authority for a proposed specific repurchase. Salient features are detailed below. SPECIFIC REPURCHASE Shareholders are advised that the company seeks authority to acquire 12 000 000 (twelve million) ordinary shares comprising 4.99% (four comma nine nine percent) of the issued share capital of the company from its wholly owned subsidiary, Foschini Stores (Proprietary) Limited (registration number 1982/011893/07) on 7 September 2012. The price of the transaction will be equal to the weighted average traded price of TFG shares measured over the 30 (thirty) business days prior to 7 September 2012, it being recorded that it is intended that once the specific repurchase has been completed that the 12 000 000 shares shall be cancelled as issued shares and restored to the status of authorised share capital forthwith. Foschini Stores (Proprietary) Limited currently holds 24 049 824 shares in TFG. Following the conclusion of the specific repurchase of 12 000 000 shares, the Foschini Stores (Proprietary) Limited holding in TFG will reduce to 12 049 824 shares. In terms of paragraph 10.1 (b) (i) of the JSE Limited listings requirements, Foschini Stores (Proprietary) Limited, by virtue of its 10% shareholding in TFG, is a material shareholder as defined and is consequently a related party to TFG. The votes of Foschini Stores (Proprietary) Limited will however not be taken into account for the purposes of determining whether a quorum of shareholders is present and it shall not vote on special resolution 3 (specific repurchase) and ordinary resolution 12 in so far as the latter relates to the specific repurchase. The costs to be incurred as a result of the repurchase amount to approximately R4 million in respect of the Securities Transfer Tax which is payable at a rate of 0.25% of the consideration. These costs will have no effect on the earnings per share, headline earnings per share, diluted earnings per share or diluted headline earnings per share. The impact on net asset value per share and net tangible asset value per share is wholly immaterial. SALIENT DATES AND TIMES The salient dates and times in respect of the specific repurchase are as follows: Circular posted to shareholders Wednesday 1 August 2012 Last day to trade Monday 17 August 2012 Record date Friday 24 August 2012 Proxy forms to be received by 12:15 on Friday 31 August 2012 AGM to be held at 12:15 on Monday 3 September 2012 Results of AGM released on SENS on Monday 3 September 2012 Implementation of repurchase Friday 7 September 2012 Cancellation of repurchased shares Friday 7 September 2012 Results of repurchase on SENS Monday 10 September 2012 NOTES 1. These dates and times are subject to amendment. Any amendment will be published on SENS. 2. Offer price will be calculated using the volume weighted average traded price of TFG shares on the JSE over the 30 trading days commencing on Thursday 26th July 2012 and ending on Thursday 6th September 2012. Offer price will be published on SENS on Friday 7th September 2012. 3. The circular is available in English only. Copies may be obtained from the company secretary and the transfer secretaries. Cape Town 1 August 2012 SPONSOR: UBS South Africa (Pty) Ltd Date: 01/08/2012 01:21:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.