THE FOSCHINI GROUP LIMITED - Results of annual general meeting and change to the board

Results of annual general meeting and change to the board

THE FOSCHINI GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1937/009504/06)
Share code: TFG
ISIN: ZAE000148466
("TFG" or "the Company" and together with its affiliates "the Group")


Results of annual general meeting and Change to the board

Results of annual general meeting ('AGM')

At the AGM of The Foschini Group Limited held yesterday, 5 September 2024, all the ordinary and special resolutions,
save for ordinary resolution number 3 which was withdrawn, were passed by the requisite majority of votes, cast by
way of poll in each case.

The Company's total number of ordinary shares in issue eligible to vote is 329,159,158 and the total number of shares
represented in person or by proxy at the meeting was 268,404,290 representing 81.54% of the eligible shares.

The voting results of the Resolutions were as follows:

                                      Total shares cast disclosed as a percentage in    Total shares in issue eligible
                                      relation to the total number of shares voted at   to vote
                                      the meeting

                                      For                Against        Total           Shares          Shares
                                      (%)                (%)            (number)        voted           abstained
                                                                                        (%)             (%)
 Ordinary resolution no.1:             100.00             0.00           267,897,485     81.39           0.15
 Presentation of annual financial
 Statements
 Ordinary resolution no.2:             98.98              1.02           268,331,789     81.52           0.02
 Re-appointment of external
 auditor
 Ordinary resolution no. 3: Re-
 election of Prof F Abrahams as a                                        Withdrawn
 director
 Ordinary resolution no. 4: Re-        76.06              23.94          268,331,789     81.52           0.02
 election of Ms B L M Makgabo-
 Fiskerstrand as a director
 Ordinary resolution no. 5: Re-        69.62              30.38          268,331,789     81.52           0.02
 election of Mr E Oblowitz as a
 director
 Ordinary resolution no. 6: Re-        98.75              1.25           268,331,789     81.52           0.02
 election of Mr N L Sowazi as a
 director
 Ordinary resolution no. 7: Re-        98.66              1.34           268,331,789     81.52           0.02
 election of Mr R R Buddle as a
 director
 Ordinary resolution no. 8:            65.89              34.11          268,331,789     81.52           0.02
 Election of Mr E Oblowitz as a
 member of the Audit Committee
 Ordinary resolution no. 9:            98.16              1.84           268,331,789     81.52           0.02
 Election of Mr G H Davin as a
 member of the Audit Committee
 Ordinary resolution no. 10:           76.97              23.03          268,331,789     81.52           0.02
 Election of Mr D Friedland as a
 member of the Audit Committee
 Ordinary resolution no. 11:           63.34              36.66          268,331,789     81.52           0.02
 Election of Ms B L M Makgabo-
 Fiskerstrand as a member of the
 Audit Committee
 Ordinary resolution no. 12:           99.87              0.13           268,331,789     81.52           0.02
 Election of Mr J N Potgieter as a
 member of the Audit Committee
 Ordinary resolution no. 13: Non-      77.22              22.78          264,998,625     80.51           1.03
 binding advisory vote on
 remuneration policy
 Ordinary resolution no. 14: Non-      77.02              22.98          268,331,723     81.52           0.02
 binding advisory vote on
 remuneration implementation
 report
 Special resolution no. 1: Non-        98.31              1.69           268,331,939     81.52           0.02
 executive director remuneration
 Special resolution no. 2: Financial   98.81              1.19           268,331,439     81.52           0.02
 assistance
 Special resolution no. 3: General     98.42              1.58           268,257,334     81.50           0.04
 authority to acquire TFG ordinary
 shares
 Special resolution no. 4: General     78.32              21.68          268,331,788     81.52           0.02
 but restricted authority to issue
 authorised but unissued
 securities for cash
 Ordinary resolution no. 15:           77.15              22.85          268,332,788     81.52           0.02
 Authority to issue shares as
 contemplated in the MOI
 Ordinary resolution no. 16:           100.00             0.00           268,331,938     81.52           0.02
 General authority


The special resolution/s will, where necessary, be lodged for registration with the Companies and Intellectual Property
Commission in due course.

Change to the board – Retirement of independent non-executive director

Shareholders are advised, in accordance with section 3.59 of the JSE Limited Listings Requirements, that Professor
Fatima Abrahams decided not to stand for re-election to the TFG board of directors ("Board") at yesterday's AGM and
therefore retired following the conclusion of the AGM. As a result, ordinary resolution number 3, as set out in the
notice convening the AGM, was withdrawn. Consequently, Fatima also stepped down as Chairperson of the Social &
Ethics Committee and as a member of the Risk, Remuneration and Nomination committees. The resultant vacancies
on these committees will be filled in due course and announced to shareholders, where required.

Fatima has been an independent non-executive director of the Board for over twenty years, during which time she
served in various capacities, including as a member of the Audit Committee and the committees mentioned above.
The Board and management of TFG wish to express their gratitude and appreciation to Fatima for her contribution to
the Group.

Commenting on Fatima's retirement, Michael Lewis, chairman of TFG said:

"Fatima has served TFG with distinction over the years and on behalf of all my board colleagues and the TFG
management team, I thank Fatima for her service, camaraderie and invaluable contributions to the Group. We will all
miss her and wish her well in all her future endeavours".

Cape Town
6 September 2024

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 06-09-2024 11:15:00
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