THE FOSCHINI GROUP LIMITED - Dealings in securities by directors and directors of a major subsidiary: acceptance of Share Appreciation Rights

Dealings in securities by directors and directors of a major subsidiary: acceptance of Share Appreciation Rights

THE FOSCHINI GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number: 1937/009504/06)
JSE / A2X Share code: TFG
ISIN : ZAE000148466
("TFG" and "Company")

DEALINGS IN SECURITIES BY DIRECTORS AND DIRECTORS OF A MAJOR SUBSIDIARY: ACCEPTANCE OF
SHARE APPRECIATION RIGHTS

In compliance with the requirements of paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements, the
following information is disclosed in relation to the grant and acceptance of Share Appreciation Rights ("SARs") in
terms of The Foschini Group Once-off Long Term Incentive Plan ("Once-off LTI Plan"):


Name:                         A E Thunström
Position:                     Executive director – CEO of TFG
Date of acceptance:           19 December 2024
Class of securities:          SARs in respect of ordinary shares
Nature of transaction:        Off-market grant and acceptance of SARs in terms of and subject to the rules of
                              the Once-off LTI plan
Number of SARs awarded:       1 600 000
Award price:                  R152.00
Exercise price:               The exercise price will be the VWAP of an ordinary share on the business day
                              immediately preceding the exercise date
Performance and vesting       Provided the performance criteria are met, SARs are exercisable from the fourth
period:                       anniversary of the grant date
Exercise period:              Vested SARs may be exercised during a four-year exercise window following
                              vesting
Extent of interest:           Direct, beneficial
Clearance to deal:            Yes


Name:                         R R Buddle
Position:                     Executive director – CFO of TFG
Date of acceptance:           19 December 2024
Class of shares:              SARs in respect of ordinary shares
Nature of transaction:        Off-market grant and acceptance of SARs in terms of and subject to the rules of
                              the Once-off LTI plan                            
No. of SARs awarded:          825 000
Award price:                  R152.00
Exercise price:               The exercise price will be the VWAP of an ordinary share on the business day
                              immediately preceding the exercise date
Performance and vesting       Provided the performance criteria are met, SARs are exercisable from the fourth
period:                       anniversary of the grant date
Exercise period:              Vested SARs may be exercised during a four-year exercise window following
                              vesting
Extent of interest:           Direct, beneficial
Clearance to deal:            Yes


Name:                         S A Baird
Position:                     Director of Foschini Retail Group Proprietary Limited, a major subsidiary of TFG
Date of acceptance:           19 December 2024
Class of shares:              SARs in respect of ordinary shares
Nature of transaction:        Off-market grant and acceptance of SARs in terms of and subject to the rules of
                              the Once-off LTI plan
No. of SARs awarded:          825 000
Award price:                  R152.00
Exercise price:               The exercise price will be the VWAP of an ordinary share on the business day
                              immediately preceding the exercise date
Performance and vesting       Provided the performance criteria are met, SARs are exercisable from the fourth
period:                       anniversary of the grant date
Exercise period:              Vested share appreciation rights may be exercised during a four-year exercise
                              window following vesting
Extent of interest:           Direct, beneficial
Clearance to deal:            Yes


Name:                         S E Morley
Position:                     Director of Foschini Retail Group Proprietary Limited, a major subsidiary of TFG
Date of acceptance:           19 December 2024
Class of shares:              SARs in respect of ordinary shares
Nature of transaction:        Off-market grant and acceptance of SARs in terms of and subject to the rules of
                              the Once-off LTI plan
No. of SARs awarded:          450 000
Award price:                  R152.00
Exercise price:               The exercise price will be the VWAP of an ordinary share on the business day
                              immediately preceding the exercise date
Performance and vesting       Provided the performance criteria are met, SARs are exercisable from the fourth
period:                       anniversary of the grant date
Exercise period:              Vested SARs may be exercised during a four-year exercise window following
                              vesting
Extent of interest:           Direct, beneficial
Clearance to deal:            Yes


Name:                         G S Naidoo
Position:                     Director of Foschini Retail Group Proprietary Limited, a major subsidiary of TFG
Date of acceptance:           19 December 2024
Class of shares:              SARs in respect of ordinary shares
Nature of transaction:        Off-market grant and acceptance of SARs in terms of and subject to the rules of
                              the Once-off LTI plan
No. of SARs awarded:          450 000
Award price:                  R152.00
Exercise price:               The exercise price will be the VWAP of an ordinary share on the business day
                              immediately preceding the exercise date
Performance and vesting       Provided the performance criteria are met, SARs are exercisable from the fourth
period:                       anniversary of the grant date
Exercise period:              Vested SARs may be exercised during a four-year exercise window following
                              vesting
Extent of interest:           Direct, beneficial
Clearance to deal:            Yes
 

Name:                         J L Fisher
Position:                     Director of Foschini Retail Group Proprietary Limited, a major subsidiary of TFG
Date of acceptance:           19 December 2024
Class of shares:              SARs in respect of ordinary shares
Nature of transaction:        Off-market grant and acceptance of SARs in terms of and subject to the rules of
                              the Once-off LTI plan
No. of SARs awarded:          450 000
Award price:                  R152.00
Exercise price:               The exercise price will be the VWAP of an ordinary share on the business day
                              immediately preceding the exercise date
Performance and vesting       Provided the performance criteria are met, SARs are exercisable from the fourth
period:                       anniversary of the grant date
Exercise period:              Vested SARs may be exercised during a four-year exercise window following
                              vesting
Extent of interest:           Direct, beneficial
Clearance to deal:            Yes


Name:                         J de Kock
Position:                     Director of Foschini Retail Group Proprietary Limited, a major subsidiary of TFG
Date of acceptance:           19 December 2024
Class of shares:              SARs in respect of ordinary shares
Nature of transaction:        Off-market grant and acceptance of SARs in terms of and subject to the rules of
                              the Once-off LTI plan
No. of SARs awarded:          450 000
Award price:                  R152.00
Exercise price:               The exercise price will be the VWAP of an ordinary share on the business day
                              immediately preceding the exercise date
Performance and vesting       Provided the performance criteria are met, SARs are exercisable from the fourth
period:                       anniversary of the grant date
Exercise period:              Vested SARs may be exercised during a four-year exercise window following
                              vesting
Extent of interest:           Direct, beneficial
Clearance to deal:            Yes

Shares to settle the SARs on exercise date will be procured through the market by the Once-off LTI Plan. The total
value of each award will be determined, for the number of SARs exercised, by calculating the difference between the
award price per SAR and the volume weighted average traded price on the business day immediately preceding the
exercise date.

Cape Town
20 December 2024

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

Date: 20-12-2024 11:00:00
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