Results of annual general meeting The Foschini Group Ltd Registration number 1937/009504/06 Share codes: TFG-TFGP ISIN codes: ZAE000148466 – ZAE000148516 RESULTS OF ANNUAL GENERAL MEETING Shareholders are advised that, at the annual general meeting of shareholders of The Foschini Group Ltd, which was held earlier today, the following ordinary and special resolutions contained in the circular and notice of annual general meeting, were passed by the requisite majority of shareholders present or represented by proxy: 1. ordinary resolution 1: presentation of annual financial statements: passed by a 100% majority of votes exercised 2. ordinary resolution 2: re-appointment of external auditor: passed by a 100% majority of votes exercised 3. ordinary resolution 3: re-election of Mr D M Nurek as an independent non-executive director: passed by a 95.8% majority of votes exercised 4. ordinary resolution 4: re-election of Mr M Lewis as an independent non- executive director: passed by a 98.8% majority of votes exercised 5. ordinary resolution 5: re-election of Professor F Abrahams as an independent non-executive director: passed by a 99.1% majority of votes exercised 6. ordinary resolution 6: election of Mr D Friedland as a non-executive director: passed by a 98.7% majority of votes exercised 7. ordinary resolution 7: election of Mr S E Abrahams as a board audit committee member: passed by a 95.7% majority of votes exercised 8. ordinary resolution 8: election of Mr E Oblowitz as a board audit committee member: passed by a 100% majority of votes exercised 9. ordinary resolution 9: election of Ms N V Simamane as a board audit committee member: passed by a 100% majority of votes exercised 10. ordinary resolution 10: non-binding advisory vote on remuneration policy: passed by a 93.6% majority of votes exercised 11. special resolution 1: non-executive director remuneration: passed by a 100% majority of votes exercised 12. special resolution 2: specific authority for the repurchase of 11 000 000 ordinary shares in the issued share capital of TFG from its wholly- owned subsidiary Foschini Stores (Pty) Ltd: passed by a 100% majority of votes exercised. Shareholders should take note that the share repurchase agreement adopted by the boards of directors of the group companies contemplates an effective date of 19 September 2014 (although this date can be amended by written agreement between the parties). Accordingly the salient dates are expected to be as follows: Implementation of repurchase Friday 19 September 2014 Cancellation of repurchased shares as soon as possible after repurchase Results of repurchase on SENS Friday 19 September 2014 13. special resolution 3: general authority to acquire shares: passed by a 97.5% majority of votes exercised 14. special resolution 4: financial assistance to related and inter- related companies: passed by a 98.2% majority of votes exercised 15: ordinary resolution 11: general authority to implement all AGM resolutions: passed by a 100% majority of votes exercised Cape Town 1 September 2014 SPONSOR: UBS South Africa (Pty) Ltd Date: 01/09/2014 03:54:00 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.