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THE FOSCHINI GROUP LIMITED - Results of annual general meeting

Release Date: 01/09/2014 15:54
Code(s): TFGP TFG     PDF:  
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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

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