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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” or “the Group”)
DEALING IN SECURITIES BY DIRECTORS, DIRECTORS OF A MAJOR SUBSIDIARY AND
COMPANY SECRETARY: ACCEPTANCE OF SHARES
In compliance with requirements of paragraphs 3.63 to 3.74 of the JSE Limited Listings
Requirements, the following information is disclosed:
Executive director : A E Thunström (CEO)
Date of transaction : 30 June 2023
Nature of transaction : Acceptance of 155 366 TFG shares in terms of the
FY23 Single Incentive Plan and subject to the rules of
the Company’s Forfeitable Share Plan 2020
Vesting periods: : The shares vest equally in June 2025 and June 2026
provided the recipient remains in the group’s employ
Number of securities : 155 366
Class of securities : Ordinary shares
Value of transaction : R14 607 511 based on the closing market price on 30
June 2023 of R94.02
Consideration : Nil
Nature of interest : Direct, beneficial
Clearance obtained : Yes
Executive director : B Ntuli (CFO)
Date of transaction : 30 June 2023
Nature of transaction : Acceptance of 65 417 TFG shares in terms of the FY23
Single Incentive Plan and subject to the rules of the
Company’s Forfeitable Share Plan 2020
Vesting periods: : The shares vest equally in June 2025 and June 2026
provided the recipient remains in the group’s employ
Number of securities : 65 417
Class of securities : Ordinary shares
Value of transaction : R6 150 506 based on the closing market price on 30
June 2023 of R94.02
Consideration : Nil
Nature of interest : Direct, beneficial
Clearance obtained : Yes
Director of Foschini Retail Group (Pty) : G S Naidoo
Ltd
Date of transaction : 30 June 2023
Nature of transaction : Acceptance of 32 414 TFG shares in terms of the FY23
Single Incentive Plan and subject to the rules of the
Company’s Forfeitable Share Plan 2020
Vesting periods: : The shares vest equally in June 2025 and June 2026
provided the recipient remains in the group’s employ
Number of securities : 32 414
Class of securities : Ordinary shares
Value of transaction : R3 047 564 based on the closing market price on 30
June 2023 of R94.02
Consideration : Nil
Nature of interest : Direct, beneficial
Clearance obtained : Yes
Director of Foschini Retail Group (Pty) : S A Baird
Ltd
Date of transaction : 30 June 2023
Nature of transaction : Acceptance of 35 179 TFG shares in terms of the FY23
Single Incentive Plan and subject to the rules of the
Company’s Forfeitable Share Plan 2020
Vesting periods: : The shares vest equally in June 2025 and June 2026
provided the recipient remains in the group’s employ
Number of securities : 35 179
Class of securities : Ordinary shares
Value of transaction : R3 307 530 based on the closing market price on 30
June 2023 of R94.02
Consideration : Nil
Nature of interest : Direct, beneficial
Clearance obtained : Yes
Director of Foschini Retail Group (Pty) : J L Fisher
Ltd
Date of transaction : 30 June 2023
Nature of transaction : Acceptance of 28 590 TFG shares in terms of the FY23
Single Incentive Plan and subject to the rules of the
Company’s Forfeitable Share Plan 2020
Vesting periods: : The shares vest equally in June 2025 and June 2026
provided the recipient remains in the group’s employ
Number of securities : 28 590
Class of securities : Ordinary shares
Value of transaction : R2 688 032 based on the closing market price on 30
June 2023 of R94.02
Consideration : Nil
Nature of interest : Direct, beneficial
Clearance obtained : Yes
Director of Foschini Retail Group (Pty) : S E Morley
Ltd
Date of transaction : 30 June 2023
Nature of transaction : Acceptance of 25 356 TFG shares in terms of the FY23
Single Incentive Plan and subject to the rules of the
Company’s Forfeitable Share Plan 2020
Vesting periods: : The shares vest equally in June 2025 and June 2026
provided the recipient remains in the group’s employ
Number of securities : 25 356
Class of securities : Ordinary shares
Value of transaction : R2 383 971 based on the closing market price on 30
June 2023 of R94.02
Consideration : Nil
Nature of interest : Direct, beneficial
Clearance obtained : Yes
Director of Foschini Retail Group (Pty) : J de Kock
Ltd
Date of transaction : 30 June 2023
Nature of transaction : Acceptance of 28 590 TFG shares in terms of the FY23
Single Incentive Plan and subject to the rules of the
Company’s Forfeitable Share Plan 2020
Vesting periods: : The shares vest equally in June 2025 and June 2026
provided the recipient remains in the group’s employ
Number of securities : 28 590
Class of securities : Ordinary shares
Value of transaction : R2 688 032 based on the closing market price on 30
June 2023 of R94.02
Consideration : Nil
Nature of interest : Direct, beneficial
Clearance obtained : Yes
Company Secretary : D van Rooyen
Date of transaction : 30 June 2023
Nature of transaction : Acceptance of 4 953 TFG shares in terms of the FY23
Single Incentive Plan and subject to the rules of the
Company’s Forfeitable Share Plan 2020
Vesting periods: : The shares vest equally in June 2025 and June 2026
provided the recipient remains in the group’s employ
Number of securities : 4 953
Class of securities : Ordinary shares
Value of transaction : R465 681 based on the closing market price on 30
June 2023 of R94.02
Consideration : Nil
Nature of interest : Direct, beneficial
Clearance obtained : Yes
The abovementioned transactions are all off-market transactions.
The following shares have been committed by J L Fisher, a director of Foschini Retail Group (Pty) Ltd,
in accordance with the Minimum Shareholding Requirement (MSR) Policy.
a) In terms of the MSR Policy, voluntary deferred bonus amounts which may represent all or a
portion of the executive’s bonus can be converted into ordinary shares (termed FY23
Deferred Shares) and be subjected to a 5 year Holding Period.
b) In terms of the MSR Policy, the voluntary deferred bonus amount will be matched by the
Company with 40% additional forfeitable restricted shares (termed Matched Shares) to vest in
3 years, subject to the executive being in the Group’s employ. The executive will forfeit the
Matched Shares prior to the vesting date should the FY23 Deferred Shares no longer be held
subject to the MSR. The FY23 Deferred Shares would be required to be released by the TFG
Remuneration Committee at its discretion.
Director of Foschini Retail Group (Pty) : J L Fisher
Ltd
Date of transaction : 30 June 2023
Nature of transaction : Acceptance of 5 792 TFG shares (FY23 Deferred
Shares) in lieu of a deferred bonus in terms of the MSR
Policy
Vesting periods: : The shares are subject to a 5 year holding period and
subject to the MSR Policy
Number of securities : 5 792
Class of securities : Ordinary shares
Value of transaction : R533 617 based on the closing market price on 29
June 2023 of R92.13
Consideration : Nil
Nature of interest : Direct, beneficial
Clearance obtained : Yes
Director of Foschini Retail Group (Pty) : J L Fisher
Ltd
Date of transaction : 30 June 2023
Nature of transaction : Acceptance of 2 317 TFG Matched Shares in terms of
and subject to the rules of the company's Forfeitable
Share Plan 2020 and subject to the FY23 Deferred
Shares being held until vesting date
Vesting periods: : The shares vest in June 2026 provided the recipient
remains in the group's employ
Number of securities : 2 317
Class of securities : Ordinary shares
Value of transaction : R213 465 based on the closing market price on 29
June 2023 of R92.13
Consideration : Nil
Nature of interest : Direct, beneficial
Clearance obtained : Yes
The abovementioned transactions are all off-market transactions.
Cape Town
4 July 2023
Sponsor:
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
