JD GROUP LIMITED - Results of the Annual General Meeting and Renewal of Existing Cautionary Announcement

Results of the Annual General Meeting and Renewal of Existing Cautionary Announcement

JD GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1981/009108/06)
Share code: JDG ISIN: ZAE000030771
("the Company")

RESULTS OF THE ANNUAL GENERAL MEETING AND RENEWAL OF EXISTING
CAUTIONARY ANNOUNCEMENT

RESULTS OF THE ANNUAL GENERAL MEETING (“AGM”) HELD ON 19
NOVEMBER 2014
In terms of paragraph 3.91 of the JSE Listings Requirements, the
Board of directors advise that all the resolutions, including the
three special resolutions, as set out in the notice of the AGM,
were passed by a comprehensive majority of shareholder votes at
the AGM held today at the registered offices of the Company.

Altogether 97.7% of voteable shares, being 263 082 777 shares, were
represented at the AGM, however, in respect of ordinary resolutions
numbers 5 and 9 and special resolution number 3 (“JSE specified 
resolutions”), the treasury shares were not voted nor counted into
voteable shares.

The detailed results of the voting are as follows:

                                    %                   %
                                voted           % AGAINST    % FOR
                   Number of       of   ABSTAINED      of       of
                      shares   issued   of issued  shares   shares
Resolution             voted   shares      shares   voted    voted
Ordinary No. 1
Re-appointment
of Deloitte &
Mr Brian
Escott as the
individual
designated
auditor          240 065 601     89.1        8.5      3.0     97.0

Ordinary No.
2.1 Ratify &
confirm
casual vacancy
appointment
and re-elect
Dr SF Booysen
as an
independent
non-executive
director         242 394 701     90.0        7.7      0.1     99.9

Ordinary No.
2.2 Ratify &
confirm
casual vacancy
appointment
and re-elect
Mr DC Brink as
an independent
non-executive
director         242 394 701     90.0        7.7      0.1     99.9

Ordinary No.
2.3 Ratify &
confirm
casual vacancy
appointment
and re-elect
Dr MT Lategan
as an
independent
non-executive
director         242 394 701    90.0         7.7       0.1     99.9

Ordinary No.
2.4
Re-election of
Mr KR Chauke
as an
executive
director         242 394 701    90.0         7.7       0.0      100

Ordinary No.
3.1
Appointment Dr
SF Booysen as
a member of
the Audit
Committee        242 394 701    90.0         7.7       0.0      100

Ordinary No.
3.2
Appointment Mr
DC Brink as a
member of the
Audit
Committee        242 394 701    90.0         7.7       0.0      100

Ordinary No.
3.3
Appointment Dr
MT Lategan as
a member of
the Audit
Committee        242 394 701    90.0         7.7       0.0      100

Ordinary No.
3.4
Appointment Mr
SH Müller as a
member of the
Audit
Committee        242 394 701    90.0         7.7       0.0      100

Ordinary No. 4
Non-binding
advisory vote
on
Remuneration
Policy           242 394 702    90.0         7.7       1.0     99.0

Ordinary No. 5
3 500 000
shares under
control of
directors for
Long-term
Share
Incentive
Scheme           238 738 038    88.6         7.7       0.0      100

Ordinary No. 6
11 500 000
shares under
control of
directors for
commercial
purposes         242 394 701    90.0         7.7       0.0      100

Ordinary No. 7
Authority to
distribute
share capital
and reserves     242 394 701    90.0         7.7       0.0      100

Ordinary No. 8
Authority to
create & issue
convertible
instruments      242 394 701    90.0         7.7       0.0      100

Ordinary No. 9
Authority to
issue shares
for cash         238 738 038    88.6         7.7       0.0      100

Special No. 1
Non-executive
directors’
remuneration     242 394 701    90.0         7.7       0.0      100

Special No. 2
Authority to
Board to
provide
financial
assistance in
terms of
sections 44
and 45 of the
Companies Act    242 394 701    90.0         7.7       3.0     97.0

Special No. 3
Authority to
acquire shares
issued by the
Company          238 738 038    88.6         7.7       0.2     99.8

None of the special resolutions adopted requires registration with the
Companies and Intellectual Property Commission.

RENEWAL OF EXISTING CAUTIONARY ANNOUNCEMENT
Further to earlier cautionary announcements, the last of which was dated
and disclosed on 10 October 2014, relating to the acceptance by JD Group
of an offer from an international consumer finance provider to acquire
JD Group’s consumer finance division, shareholders are advised to continue
exercising caution when dealing in the Company’s securities until a full
announcement is made.


By order of the board
Johannesburg
19 November 2014

Sponsor
PSG Capital Proprietary Limited

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