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 2017 No. of securities : 132 800 Class : Ordinary shares Price : R138.30 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 2017 No. of shares : 61 300 Class : Ordinary shares Value of transaction: R8 553 189 based on the closing market price on 2 June 2017 of R139.53 Consideration : Nil Nature of Transaction: Acceptance of 61 300 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 and the requisite performance conditions are satisfied. Extent of interest : Direct Beneficial - Name : A E Thunström Position : Executive director – CFO Date of Acceptance : 2 June 2017 No. of securities : 47 000 Class : Ordinary shares Price : R138.30 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 : Executive director – CFO Date of Acceptance : 2 June 2017 No. of shares : 21 700 Class : Ordinary shares Value of transaction : R3 027 801 based on the closing market price on 2 June 2017 of R139.53 Consideration : Nil Nature of Transaction: Acceptance of 21 700 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 2017 No. of securities : 36 800 Class : Ordinary shares Price : R138.30 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 2017 No. of shares : 17 000 Class : Ordinary shares Value of transaction : R2 372 010 based on the closing market price on 2 June 2017 of R139.53 Consideration : Nil Nature of Transaction: Acceptance of 17 000 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 2017 No. of securities : 36 800 Class : Ordinary shares Price : R138.30 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 2017 No. of shares : 17 000 Class : Ordinary shares Value of transaction : R2 372 010 based on the closing market price on 2 June 2017 of R139.53 Consideration : Nil Nature of Transaction: Acceptance of 17 000 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 2017 No. of securities : 36 800 Class : Ordinary shares Price : R138.30 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 2017 No. of shares : 17 000 Class : Ordinary shares Value of transaction : R2 372 010 based on the closing market price on 2 June 2017 of R139.53 Consideration : Nil Nature of Transaction: Acceptance of 17 000 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 2017 No. of securities : 36 800 Class : Ordinary shares Price : R138.30 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 2017 No. of shares : 17 000 Class : Ordinary shares Value of transaction : R2 372 010 based on the closing market price on 2 June 2017 of R139.53 Consideration : Nil Nature of Transaction: Acceptance of 17 000 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 2017 No. of securities : 32 300 Class : Ordinary shares Price : R138.30 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 2017 No. of shares : 14 900 Class : Ordinary shares Value of transaction : R2 078 997 based on the closing market price on 2 June 2017 of R139.53 Consideration : Nil Nature of Transaction: Acceptance of 14 900 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 : S A Baird Position : Director of Foschini Retail Group (Pty) Ltd Date of Acceptance : 2 June 2017 No. of securities : 32 300 Class : Ordinary shares Price : R138.30 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 2017 No. of shares : 14 900 Class : Ordinary shares Value of transaction : R2 078 997 based on the closing market price on 2 June 2017 of R139.53 Consideration : Nil Nature of Transaction: Acceptance of 14 900 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 : J L Fisher Position : Director of Foschini Retail Group (Pty) Ltd Date of Acceptance : 2 June 2017 No. of securities : 32 300 Class : Ordinary shares Price : R138.30 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 2017 No. of shares : 14 900 Class : Ordinary shares Value of transaction : R2 078 997 based on the closing market price on 2 June 2017 of R139.53 Consideration : Nil Nature of Transaction: Acceptance of 14 900 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 : S E Morley Position : Director of Foschini Retail Group (Pty) Ltd Date of Acceptance : 2 June 2017 No. of securities : 22 600 Class : Ordinary shares Price : R138.30 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 E Morley Position : Director of Foschini Retail Group (Pty) Ltd Date of Acceptance : 2 June 2017 No. of shares : 10 400 Class : Ordinary shares Value of transaction : R1 451 112 based on the closing market price on 2 June 2017 of R139.53 Consideration : Nil Nature of Transaction: Acceptance of 10 400 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 2017 No. of shares : 4 400 Class : Ordinary shares Value of transaction : R613 932 based on the closing market price on 2 June 2017 of R139.53 Consideration : Nil Nature of Transaction: Acceptance of 4 400 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 2017 No. of shares : 1 500 Class : Ordinary shares Value of transaction : R209 295 based on the closing market price on 2 June 2017 of R139.53 Consideration : Nil Nature of Transaction: Acceptance of 1 500 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 - The abovementioned transactions are off-market transactions and the pre-requisite clearances were obtained for these transactions. Cape Town 7 June 2017 Sponsor: UBS South Africa Proprietary Limited Date: 07/06/2017 04:00:00 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.