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Directors' Report

Foschini Limited and its subsidiaries

Nature of Business

Foschini Limited is an investment holding company whose subsidiaries, through their retail operating divisions – Foschini, branded as Foschini, Donna Claire, fashíonexpress and Luella; Markham; Exact!; TFG Apparel Supply Company; the Sports division, branded as Sportscene, Totalsports and DueSouth; the Jewellery division, branded as American Swiss, Matrix and Sterns; @home, branded as @home and @homelivingspace; and Foschini Group Financial Services – retail clothing, jewellery, accessories, cosmetics, sporting and outdoor apparel and equipment and homewares to the broad, middle-income group throughout southern Africa.

Its RCS financial services division offers preapproved loans, mainly to qualifying customers of the group, through RCS Personal Finance; and credit to customers of merchants outside of the group, through RCS Private Label Cards.

The group operates in the retail and personal loans and private label segments, almost entirely within the South African Common Monetary Area.

Retail turnover emanating from Botswana accounts for 0,4% of the group’s turnover.

General Review

The financial results are reflected in the annual financial statements.

Share Capital

The group’s share buyback programme commenced at the end of May 2001. At 31 March 2007, 16,9 million shares are held by a subsidiary, and a further 11,7 million by the group’s share incentive trust. These shares, representing 11,9% of the company’s issued share capital are treated as treasury shares and have been eliminated on consolidation. Further details of the authorised and issued share capital are reflected in note 12.

Dividends

Interim ordinary

The directors declared an interim ordinary dividend of 100 cents per ordinary share, which was paid on 8 January 2007 to ordinary shareholders recorded in the books of the company at the close of business on Friday, 5 January 2007.

Final ordinary

The directors declared a final ordinary dividend of 170 cents per ordinary share payable on Monday, 16 July 2007 to ordinary shareholders recorded in the books of the company at the close of business on Friday, 13 July 2007.

Preference

The company paid the following dividends to holders of 6,5% cumulative preference shares:

2 October 2006 - R13 000
(26 September 2005 - R13 000)
26 March 2007 - R13 000
(27 March 2006 - R13 000)

Directors

The names of the company's directors appear here.

The following directors retire by rotation in terms of the articles of association but, being eligible, offer themselves for re-election as directors:

S E Abrahams (independent non-executive)
W V Cuba (independent non-executive)
L F Bergman (independent non-executive)
A D Murray (executive director)

For details of directors' interests in the company's issued shares, refer to note 12.4. Details of directors' remuneration are set out in note 30.

Secretary

The company secretary of Foschini Limited is Ms D Sheard. Her business and postal address appear here.

Subsidiaries

The names of, and certain financial information relating to, the company's key subsidiaries appear here.

Earnings of Subsidiaries

The total profits (losses) of consolidated subsidiaries are as follows:

    2007   2006  
    Rm   Rm  
Profit   1 097,3   977,5  
Losses   -   -  
Net consolidated profit after taxation   1 097,3   977,5  

Special Resolutions

On 30 August 2006 shareholders renewed the approval, as a general authority, of the acquisition by the company or any of its subsidiaries of the issued ordinary shares of the company, valid until the next annual general meeting. At the next annual general meeting to be held on 5 September 2007 shareholders will be asked to renew this general authority, as set out in the notice of annual general meeting.

No other special resolutions were passed during the year under review.

Special Resolutions Passed by Subsidiary Companies

No special resolutions of any significance were passed during the year under review.

Staff Share Incentive and Option Schemes

Details are reflected in note 29.1.

Post-balance Sheet Event

Details are reflected in note 20.


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