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 Date of Acceptance : 3 June 2019 No. of securities : 85 585 Class : Ordinary shares Price : R174.32 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 Date of Acceptance : 3 June 2019 No. of shares : 48 981 Class : Ordinary shares Value of transaction : R8 672 086 based on the closing market price on 3 June 2019 of R177.05 Consideration : Nil Nature of Transaction: Acceptance of 48 981 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 Ntuli Position : Executive director – CFO Date of Acceptance : 3 June 2019 No. of securities : 43 918 Class : Ordinary shares Price : R174.32 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 Ntuli Position : Executive director – CFO Date of Acceptance : 3 June 2019 No. of shares : 25 135 Class : Ordinary shares Value of transaction : R4 450 152 based on the closing market price on 3 June 2019 of R177.05 Consideration : Nil Nature of Transaction: Acceptance of 25 135 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 Ntuli Position : Executive director – CFO Date of Acceptance : 3 June 2019 No. of securities : 13 513 Class : Ordinary shares Value of transaction : R2 392 477 based on the closing market price on 3 June 2019 of R177.05 Nature of Transaction: Acceptance of 13 513 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 : D B Gedye Position : Director of Foschini Retail Group (Pty) Ltd Date of Acceptance : 3 June 2019 No. of securities : 31 378 Class : Ordinary shares Price : R174.32 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 : 3 June 2019 No. of shares : 14 482 Class : Ordinary shares Value of transaction : R2 564 038 based on the closing market price on 3 June 2019 of R177.05 Consideration : Nil Nature of Transaction: Acceptance of 14 482 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 : 3 June 2019 No. of securities : 31 378 Class : Ordinary shares Price : R174.32 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 : 3 June 2019 No. of shares : 14 482 Class : Ordinary shares Value of transaction : R2 564 038 based on the closing market price on 3 June 2019 of R177.05 Consideration : Nil Nature of Transaction: Acceptance of 14 482 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 : 3 June 2019 No. of securities : 31 378 Class : Ordinary shares Price : R174.32 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 : 3 June 2019 No. of shares : 14 482 Class : Ordinary shares Value of transaction : R2 564 038 based on the closing market price on 3 June 2019 of R177.05 Consideration : Nil Nature of Transaction: Acceptance of 14 482 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 : 3 June 2019 No. of securities : 31 378 Class : Ordinary shares Price : R174.32 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 : 3 June 2019 No. of shares : 14 482 Class : Ordinary shares Value of transaction : R2 564 038 based on the closing market price on 3 June 2019 of R177.05 Consideration : Nil Nature of Transaction: Acceptance of 14 482 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 : 3 June 2019 No. of securities : 31 378 Class : Ordinary shares Price : R174.32 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 : 3 June 2019 No. of shares : 14 482 Class : Ordinary shares Value of transaction : R2 564 038 based on the closing market price on 3 June 2019 of R177.05 Consideration : Nil Nature of Transaction: Acceptance of 14 482 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 : 3 June 2019 No. of securities : 22 500 Class : Ordinary shares Price : R174.32 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 : 3 June 2019 No. of shares : 10 384 Class : Ordinary shares Value of transaction : R1 838 487 based on the closing market price on 3 June 2019 of R177.05 Consideration : Nil Nature of Transaction: Acceptance of 10 384 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 : 3 June 2019 No. of shares : 3 983 Class : Ordinary shares Value of transaction : R705 190 based on the closing market price on 3 June 2019 of R177.05 Consideration : Nil Nature of Transaction: Acceptance of 3 983 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 : 3 June 2019 No. of shares : 1 394 Class : Ordinary shares Value of transaction : R246 808 based on the closing market price on 3 June 2019 of R177.05 Consideration : Nil Nature of Transaction: Acceptance of 1 394 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 5 June 2019 Sponsor: UBS South Africa Proprietary Limited Date: 05/06/2019 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 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