Dealing in Securities by Share Incentive Schemes, Directors and the Company Secretary THE FOSCHINI GROUP LTD Reg. No.: 1937/009504/06 Code : TFG ISIN : ZAE000148466 (“TFG” and “Company”) Dealing in Securities by Share Incentive Schemes, Directors and the Company Secretary 1. Share Incentive Schemes In compliance with the requirements of paragraph 3.92 of the JSE Listings Requirements, TFG announces the purchase and sale of shares to fulfil obligations to participants of the Company’s Share Incentive Schemes as follows: - Name of scheme: 2010 Share Incentive Scheme Date of transaction: 31 May 2019 Nature of transaction: On-market purchase of shares in terms of the Company’s Share Incentive Schemes Class: Ordinary shares Extent of interest: Indirect non-beneficial (purchased on behalf of participants) No. of shares purchased: 985 440 Highest price of shares purchased: R176.10 Lowest price of shares purchased: R173.44 VWAP of shares purchased: R175.2702 Total value of shares purchased: R172 718 265.89 - Name of scheme: 2007 Share Incentive Scheme Date of transaction: 31 May 2019 Nature of transaction: On-market purchase of shares in terms of the Company’s Share Incentive Schemes Class: Ordinary shares Extent of interest: Indirect non-beneficial (purchased on behalf of participants) No. of shares purchased: 308 893 Highest price of shares purchased: R176.10 Lowest price of shares purchased: R173.44 VWAP of shares purchased: R175.2702 Total value of shares purchased: R54 139 737.89 - Name of scheme: 2010 Share Incentive Scheme Date of transaction: 31 May 2019 Nature of transaction: On-market sale of shares in terms of the Company’s Share Incentive Schemes Class: Ordinary shares Extent of interest: Indirect non-beneficial (sold on behalf of participants) No. of shares sold: 771 595 Highest price of shares sold: R175.45 Lowest price of shares sold: R175.34 VWAP of shares sold: R175.43 Total value of shares sold: R135 360 910.85 2. Directors and the Company Secretary 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 Extent of interest: Direct beneficial Date of transaction: 31 May 2019 Nature of transaction: Sale of TFG shares previously granted (with performance based restricted conditions) on 2 June 2016 in terms of and subject to the rules of the Company’s 2010 Share Incentive Scheme Class: Ordinary shares Consideration: Nil No. of shares granted: 17 400 No. of shares sold: 2 524 No. of shares retained: 3 084 No. of shares lapsed: 11 792 Highest price of shares sold: R175.45 Lowest price of shares sold: R175.34 VWAP of shares sold: R175.43 Total value of shares sold: R442 785.32 - Name: D B Gedye Position: Director of Foschini Retail Group (Pty) Ltd Extent of interest: Direct beneficial Date of transaction: 31 May 2019 Nature of transaction: Sale of TFG shares previously granted (with performance based restricted conditions) on 2 June 2016 in terms of and subject to the rules of the Company’s 2010 Share Incentive Scheme Class: Ordinary shares Consideration: Nil No. of shares granted: 15 200 No. of shares sold: 2 204 No. of shares retained: 2 694 No. of shares lapsed: 10 302 Highest price of shares sold: R175.45 Lowest price of shares sold: R175.34 VWAP of shares sold: R175.43 Total value of shares sold: R386 647.72 - Name: G S Naidoo Position: Director of Foschini Retail Group (Pty) Ltd Extent of interest: Direct beneficial Date of transaction: 31 May 2019 Nature of transaction: Sale of TFG shares previously granted (with performance based restricted conditions) on 2 June 2016 in terms of and subject to the rules of the Company’s 2010 Share Incentive Scheme Class: Ordinary shares Consideration: Nil No. of shares granted: 15 200 No. of shares sold: 2 204 No. of shares retained: 2 694 No. of shares lapsed: 10 302 Highest price of shares sold: R175.45 Lowest price of shares sold: R175.34 VWAP of shares sold: R175.43 Total value of shares sold: R386 647.72 - Name: B J Curry Position: Director of Foschini Retail Group (Pty) Ltd Extent of interest: Direct beneficial Date of transaction: 31 May 2019 Nature of transaction: Sale of TFG shares previously granted (with performance based restricted conditions) on 2 June 2016 in terms of and subject to the rules of the Company’s 2010 Share Incentive Scheme Class: Ordinary shares Consideration: Nil No. of shares granted: 15 200 No. of shares sold: 4 898 No. of shares retained: Nil No. of shares lapsed: 10 302 Highest price of shares sold: R175.45 Lowest price of shares sold: R175.34 VWAP of shares sold: R175.43 Total value of shares sold: R859 256.14 - Name: S A Baird Position: Director of Foschini Retail Group (Pty) Ltd Extent of interest: Direct beneficial Date of transaction: 31 May 2019 Nature of transaction: Sale of TFG shares previously granted (with performance based restricted conditions) on 2 June 2016 in terms of and subject to the rules of the Company’s 2010 Share Incentive Scheme Class: Ordinary shares Consideration: Nil No. of shares granted: 12 400 No. of shares sold: 1 798 No. of shares retained: 2 198 No. of shares lapsed: 8 404 Highest price of shares sold: R175.45 Lowest price of shares sold: R175.34 VWAP of shares sold: R175.43 Total value of shares sold: R315 423.14 - Name: J L Fisher Position: Director of Foschini Retail Group (Pty) Ltd Extent of interest: Direct beneficial Date of transaction: 31 May 2019 Nature of transaction: Sale of TFG shares previously granted (with performance based restricted conditions) on 2 June 2016 in terms of and subject to the rules of the Company’s 2010 Share Incentive Scheme Class: Ordinary shares Consideration: Nil No. of shares granted: 12 400 No. of shares sold: 3 996 No. of shares retained: Nil No. of shares lapsed: 8 404 Highest price of shares sold: R175.45 Lowest price of shares sold: R175.34 VWAP of shares sold: R175.43 Total value of shares sold: R701 018.28 - Name: S E Morley Position: Director of Foschini Retail Group (Pty) Ltd Extent of interest: Direct beneficial Date of transaction: 31 May 2019 Nature of transaction: Sale of TFG shares previously granted (with performance based restricted conditions) on 2 June 2016 in terms of and subject to the rules of the Company’s 2010 Share Incentive Scheme Class: Ordinary shares Consideration: Nil No. of shares granted: 13 300 No. of shares sold: 1 929 No. of shares retained: 2 357 No. of shares lapsed: 9 014 Highest price of shares sold: R175.45 Lowest price of shares sold: R175.34 VWAP of shares sold: R175.43 Total value of shares sold: R338 404.47 - Name: D van Rooyen Position: Company Secretary Extent of interest: Direct beneficial Date of transaction: 31 May 2019 Nature of transaction: Sale of TFG shares previously granted (with performance based restricted conditions) on 2 June 2016 in terms of and subject to the rules of the Company’s 2010 Share Incentive Scheme Class: Ordinary shares Consideration: Nil No. of shares granted: 3 800 No. of shares sold: 581 No. of shares retained: Nil No. of shares lapsed: 3 219 Highest price of shares sold: R175.45 Lowest price of shares sold: R175.34 VWAP of shares sold: R175.43 Total value of shares sold: R101 924.83 - Name: D van Rooyen Position: Company Secretary Extent of interest: Direct beneficial Date of transaction: 31 May 2019 Nature of transaction: Sale of TFG shares previously granted (with time restricted conditions) on 2 June 2016 in terms of and subject to the rules of the Company’s 2010 Share Incentive Scheme Class: Ordinary shares Consideration: Nil No. of shares granted: 1 300 No. of shares sold: 1 300 No. of shares retained: Nil Highest price of shares sold: R175.45 Lowest price of shares sold: R175.34 VWAP of shares sold: R175.43 Total value of shares sold: R228 059.00 - Name: D van Rooyen Position: Company Secretary Extent of interest: Direct beneficial Date of transaction: 3 June 2019 Nature of transaction: Sale of ordinary shares Class: Ordinary shares No. of shares sold: 1 870 Price of shares sold: R176.10 Total value of shares sold: R329 307.00 All the above transactions were done on-market 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'). 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.