Directors Dealing in Securities: Acceptance of share appreciation rights and shares THE FOSCHINI GROUP LIMITED Reg. No.: 1937/009504/06 Code : TFG ISIN : ZAE000148466 (“TFG” and “Company) 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 E Thunström Position : Executive director – CEO Designate Date of Acceptance : 1 June 2018 No. of securities : 77 000 Class : Ordinary shares Price : R183.89 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 – CEO Designate Date of Acceptance : 1 June 2018 No. of shares : 35 550 Class : Ordinary shares Value of transaction : R6 623 321 based on the closing market price on 1 June 2018 of R186.31 Consideration : Nil Nature of Transaction: Acceptance of 35 550 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 : 1 June 2018 No. of securities : 29 800 Class : Ordinary shares Price : R183.89 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 : 1 June 2018 No. of shares : 13 750 Class : Ordinary shares Value of transaction : R2 561 763 based on the closing market price on 1 June 2018 of R186.31 Consideration : Nil Nature of Transaction: Acceptance of 13 750 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 : 1 June 2018 No. of securities : 29 800 Class : Ordinary shares Price : R183.89 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 : 1 June 2018 No. of shares : 13 750 Class : Ordinary shares Value of transaction : R2 561 763 based on the closing market price on 1 June 2018 of R186.31 Consideration : Nil Nature of Transaction: Acceptance of 13 750 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 : 1 June 2018 No. of securities : 29 800 Class : Ordinary shares Price : R183.89 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 : 1 June 2018 No. of shares : 13 750 Class : Ordinary shares Value of transaction : R2 561 763 based on the closing market price on 1 June 2018 of R186.31 Consideration : Nil Nature of Transaction: Acceptance of 13 750 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 : 1 June 2018 No. of securities : 29 800 Class : Ordinary shares Price : R183.89 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 : 1 June 2018 No. of shares : 13 750 Class : Ordinary shares Value of transaction : R2 561 763 based on the closing market price on 1 June 2018 of R186.31 Consideration : Nil Nature of Transaction: Acceptance of 13 750 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 : 1 June 2018 No. of securities : 26 900 Class : Ordinary shares Price : R183.89 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 : 1 June 2018 No. of shares : 12 400 Class : Ordinary shares Value of transaction : R2 310 244 based on the closing market price on 1 June 2018 of R186.31 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 : 1 June 2018 No. of securities : 26 900 Class : Ordinary shares Price : R183.89 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 : 1 June 2018 No. of shares : 12 400 Class : Ordinary shares Value of transaction : R2 310 244 based on the closing market price on 1 June 2018 of R186.31 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 : 1 June 2018 No. of securities : 26 900 Class : Ordinary shares Price : R183.89 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 : 1 June 2018 No. of shares : 12 400 Class : Ordinary shares Value of transaction : R2 310 244 based on the closing market price on 1 June 2018 of R186.31 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 E Morley Position : Director of Foschini Retail Group (Pty) Ltd Date of Acceptance : 1 June 2018 No. of securities : 19 050 Class : Ordinary shares Price : R183.89 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 : 1 June 2018 No. of shares : 8 800 Class : Ordinary shares Value of transaction : R1 639 528 based on the closing market price on 1 June 2018 of R186.31 Consideration : Nil Nature of Transaction: Acceptance of 8 800 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 : 1 June 2018 No. of shares : 5 900 Class : Ordinary shares Value of transaction : R1 099 229 based on the closing market price on 1 June 2018 of R186.31 Consideration : Nil Nature of Transaction: Acceptance of 5 900 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 The abovementioned transactions are off-market transactions and the pre-requisite clearances were obtained for these transactions. Cape Town 5 June 2018 Sponsor: UBS South Africa Proprietary Limited Date: 05/06/2018 03:00:00 Produced by the JSE SENS Department. 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