Directors Dealing in Securities: Acceptance of share appreciation rights and shares THE FOSCHINI GROUP LIMITED Reg. No.: 1937/009504/06 Code : TFG ISIN : ZAE000148466 Directors Dealing in Securities: Acceptance of share appreciation rights and shares In compliance with the requirements of paragraphs 3.63 to 3.74 of the JSE Listings Requirements, the following should be noted: - Name : A D Murray Position : Executive director - CEO Date of Acceptance : 2 June 2016 No. of securities : 119 000 Class : Ordinary shares Price : R142.72 Nature of Transaction: Grant and acceptance of share appreciation rights in terms of and subject to the rules of the company’s 2007 share incentive scheme Performance periods : Provided the performance criteria are met, share appreciation rights are convertible from the third anniversary of the grant date Extent of interest : Direct Beneficial - Name : A D Murray Position : Executive director - CEO Date of Acceptance : 2 June 2016 No. of shares : 54 900 Class : Ordinary shares Value of transaction: R8 070 300 based on the closing market price on 2 June 2016 of R147.00 Consideration : Nil Nature of Transaction: Acceptance of 54 900 TFG shares in terms of and subject to the rules of the company’s 2010 share incentive scheme Vesting periods : The shares vest on the third anniversary of the grant date provided the recipient remains in the group’s employ and the requisite performance conditions are satisfied. Extent of interest : Direct Beneficial - Name : A E ThunstrÖm Position : Director of Foschini Retail Group (Pty) Ltd Date of Acceptance : 2 June 2016 No. of securities : 37 800 Class : Ordinary shares Price : R142.72 Nature of Transaction: Grant and acceptance of share appreciation rights in terms of and subject to the rules of the company’s 2007 share incentive scheme Performance periods : Provided the performance criteria are met, share appreciation rights are convertible from the third anniversary of the grant date Extent of interest : Direct Beneficial - Name : A E ThunstrÖm Position : Director of Foschini Retail Group (Pty) Ltd Date of Acceptance : 2 June 2016 No. of shares : 17 400 Class : Ordinary shares Value of transaction : R2 557 800 based on the closing market price on 2 June 2016 of R147.00 Consideration : Nil Nature of Transaction: Acceptance of 17 400 TFG shares in terms of and subject to the rules of the company’s 2010 share incentive scheme Vesting periods : The shares vest on the third anniversary of the grant date provided the recipient remains in the group’s employ and the requisite performance conditions are satisfied. Extent of interest : Direct Beneficial - Name : M Mendelsohn Position : Director of Foschini Retail Group (Pty) Ltd Date of Acceptance : 2 June 2016 No. of securities : 32 900 Class : Ordinary shares Price : R142.72 Nature of Transaction: Grant and acceptance of share appreciation rights in terms of and subject to the rules of the company’s 2007 share incentive scheme Performance periods : Provided the performance criteria are met, share appreciation rights are convertible from the third anniversary of the grant date Extent of interest : Direct Beneficial - Name : M Mendelsohn Position : Director of Foschini Retail Group (Pty) Ltd Date of Acceptance : 2 June 2016 No. of shares : 15 200 Class : Ordinary shares Value of transaction : R2 234 400 based on the closing market price on 2 June 2016 of R147.00 Consideration : Nil Nature of Transaction: Acceptance of 15 200 TFG shares in terms of and subject to the rules of the company’s 2010 share incentive scheme Vesting periods : The shares vest on the third anniversary of the grant date provided the recipient remains in the group’s employ and the requisite performance conditions are satisfied. Extent of interest : Direct Beneficial - Name : D B Gedye Position : Director of Foschini Retail Group (Pty) Ltd Date of Acceptance : 2 June 2016 No. of securities : 32 900 Class : Ordinary shares Price : R142.72 Nature of Transaction: Grant and acceptance of share appreciation rights in terms of and subject to the rules of the company’s 2007 share incentive scheme Performance periods : Provided the performance criteria are met, share appreciation rights are convertible from the third anniversary of the grant date Extent of interest : Direct Beneficial - Name : D B Gedye Position : Director of Foschini Retail Group (Pty) Ltd Date of Acceptance : 2 June 2016 No. of shares : 15 200 Class : Ordinary shares Value of transaction : R2 234 400 based on the closing market price on 2 June 2016 of R147.00 Consideration : Nil Nature of Transaction: Acceptance of 15 200 TFG shares in terms of and subject to the rules of the company’s 2010 share incentive scheme Vesting periods : The shares vest on the third anniversary of the grant date provided the recipient remains in the group’s employ and the requisite performance conditions are satisfied. Extent of interest : Direct Beneficial - Name : G S Naidoo Position : Director of Foschini Retail Group (Pty) Ltd Date of Acceptance : 2 June 2016 No. of securities : 32 900 Class : Ordinary shares Price : R142.72 Nature of Transaction: Grant and acceptance of share appreciation rights in terms of and subject to the rules of the company’s 2007 share incentive scheme Performance periods : Provided the performance criteria are met, share appreciation rights are convertible from the third anniversary of the grant date Extent of interest : Direct Beneficial - Name : G S Naidoo Position : Director of Foschini Retail Group (Pty) Ltd Date of Acceptance : 2 June 2016 No. of shares : 15 200 Class : Ordinary shares Value of transaction : R2 234 400 based on the closing market price on 2 June 2016 of R147.00 Consideration : Nil Nature of Transaction: Acceptance of 15 200 TFG shares in terms of and subject to the rules of the company’s 2010 share incentive scheme Vesting periods : The shares vest on the third anniversary of the grant date provided the recipient remains in the group’s employ and the requisite performance conditions are satisfied. Extent of interest : Direct Beneficial - Name : B J Curry Position : Director of Foschini Retail Group (Pty) Ltd Date of Acceptance : 2 June 2016 No. of securities : 32 900 Class : Ordinary shares Price : R142.72 Nature of Transaction: Grant and acceptance of share appreciation rights in terms of and subject to the rules of the company’s 2007 share incentive scheme Performance periods : Provided the performance criteria are met, share appreciation rights are convertible from the third anniversary of the grant date Extent of interest : Direct Beneficial - Name : B J Curry Position : Director of Foschini Retail Group (Pty) Ltd Date of Acceptance : 2 June 2016 No. of shares : 15 200 Class : Ordinary shares Value of transaction : R2 234 400 based on the closing market price on 2 June 2016 of R147.00 Consideration : Nil Nature of Transaction: Acceptance of 15 200 TFG shares in terms of and subject to the rules of the company’s 2010 share incentive scheme Vesting periods : The shares vest on the third anniversary of the grant date provided the recipient remains in the group’s employ and the requisite performance conditions are satisfied. Extent of interest : Direct Beneficial - Name : M Maritz Position : Director of Foschini Retail Group (Pty) Ltd Date of Acceptance : 2 June 2016 No. of securities : 26 800 Class : Ordinary shares Price : R142.72 Nature of Transaction: Grant and acceptance of share appreciation rights in terms of and subject to the rules of the company’s 2007 share incentive scheme Performance periods : Provided the performance criteria are met, share appreciation rights are convertible from the third anniversary of the grant date Extent of interest : Direct Beneficial - Name : M Maritz Position : Director of Foschini Retail Group (Pty) Ltd Date of Acceptance : 2 June 2016 No. of shares : 12 400 Class : Ordinary shares Value of transaction : R1 822 800 based on the closing market price on 2 June 2016 of R147.00 Consideration : Nil Nature of Transaction: Acceptance of 12 400 TFG shares in terms of and subject to the rules of the company’s 2010 share incentive scheme Vesting periods : The shares vest on the third anniversary of the grant date provided the recipient remains in the group’s employ and the requisite performance conditions are satisfied. Extent of interest : Direct Beneficial - Name : S A Baird Position : Director of Foschini Retail Group (Pty) Ltd Date of Acceptance : 2 June 2016 No. of securities : 26 800 Class : Ordinary shares Price : R142.72 Nature of Transaction: Grant and acceptance of share appreciation rights in terms of and subject to the rules of the company’s 2007 share incentive scheme Performance periods : Provided the performance criteria are met, share appreciation rights are convertible from the third anniversary of the grant date Extent of interest : Direct Beneficial - Name : S A Baird Position : Director of Foschini Retail Group (Pty) Ltd Date of Acceptance : 2 June 2016 No. of shares : 12 400 Class : Ordinary shares Value of transaction : R1 822 800 based on the closing market price on 2 June 2016 of R147.00 Consideration : Nil Nature of Transaction: Acceptance of 12 400 TFG shares in terms of and subject to the rules of the company’s 2010 share incentive scheme Vesting periods : The shares vest on the third anniversary of the grant date provided the recipient remains in the group’s employ and the requisite performance conditions are satisfied. Extent of interest : Direct Beneficial - Name : J L Fisher Position : Director of Foschini Retail Group (Pty) Ltd Date of Acceptance : 2 June 2016 No. of securities : 26 800 Class : Ordinary shares Price : R142.72 Nature of Transaction: Grant and acceptance of share appreciation rights in terms of and subject to the rules of the company’s 2007 share incentive scheme Performance periods : Provided the performance criteria are met, share appreciation rights are convertible from the third anniversary of the grant date Extent of interest : Direct Beneficial - Name : J L Fisher Position : Director of Foschini Retail Group (Pty) Ltd Date of Acceptance : 2 June 2016 No. of shares : 12 400 Class : Ordinary shares Value of transaction : R1 822 800 based on the closing market price on 2 June 2016 of R147.00 Consideration : Nil Nature of Transaction: Acceptance of 12 400 TFG shares in terms of and subject to the rules of the company’s 2010 share incentive scheme Vesting periods : The shares vest on the third anniversary of the grant date provided the recipient remains in the group’s employ and the requisite performance conditions are satisfied. Extent of interest : Direct Beneficial - Name : D van Rooyen Position : Company secretary Date of Acceptance : 2 June 2016 No. of shares : 3 800 Class : Ordinary shares Value of transaction : R558 600 based on the closing market price on 2 June 2016 of R147.00 Consideration : Nil Nature of Transaction: Acceptance of 3 800 TFG shares in terms of and subject to the rules of the company’s 2010 share incentive scheme Vesting periods : The shares vest on the third anniversary of the grant date provided the recipient remains in the group’s employ and the requisite performance conditions are satisfied. Extent of interest : Direct Beneficial - Name : D van Rooyen Position : Company secretary Date of Acceptance : 2 June 2016 No. of shares : 1 300 Class : Ordinary shares Value of transaction : R191 100 based on the closing market price on 2 June 2016 of R147.00 Consideration : Nil Nature of Transaction: Acceptance of 1 300 TFG shares in terms of and subject to the rules of the company’s 2010 share incentive scheme Vesting periods : The shares vest on the third anniversary of the grant date provided the recipient remains in the group’s employ. Extent of interest : Direct Beneficial - Name : A D Murray Position : Executive director - CEO Date of Acceptance : 2 June 2016 No. of shares : 142 900 Class : Ordinary shares Value of transaction : R21 006 300 based on the closing market price on 2 June 2016 of R147.00 Consideration : Nil Nature of Transaction: Mr Murray will reach the normal TFG retirement age of 60 in March 2017. In terms of an agreement with Mr Murray to extend his tenure until at least the completion of the 2018 financial year and for him to facilitate a smooth transition to his successor, the TFG Remuneration committee (Remco) has agreed to award Mr Murray 142 900 TFG shares in terms of and subject to the rules of the company’s 2010 share incentive scheme. The Remco believes that the award will maximise the long-term value of TFG’s business strategy for shareholders and assist in attaining the business objectives for the duration of his extended tenure. Vesting periods : This award will vest no earlier than June 2019 and will be subject to Mr Murray meeting a number of objectives set by the Nominations committee. Extent of interest : Direct Beneficial The abovementioned transactions are off-market transactions and the pre-requisite clearances were obtained. Cape Town 7 June 2016 SPONSOR UBS South Africa (Pty) Ltd Date: 07/06/2016 04:00:00 Produced by the JSE SENS Department. 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