JD GROUP LIMITED - Results Of Annual General Meeting

Results Of Annual General Meeting

JD GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1981/009108/06)
Share code: JDG ISIN: ZAE000030771
Convertible bond code: JDGCB ISIN: ZAE000168415
("the Company")

RESULTS OF THE ANNUAL GENERAL MEETING (“AGM”) - 30 NOVEMBER 2012

The Board of directors advise that all the resolutions, including the
eight special resolutions, as set out in the notice of the AGM contained
in the Company`s 2012 Integrated Report, were passed by a comprehensive 
majority of shareholders at the AGM held today at the registered offices
of the Company. Altogether 89,3% of voteable shares were represented at 
the AGM. The results of the voting are as follows:

Ordinary            Re-appointment of Deloitte &       100% in favour
resolution number   Touche as auditors
1.1:
Ordinary            Re-appointment of Mr Brian         100% in favour
resolution number   Escott as the individual
1.2:                designated auditor

Ordinary            Confirmation of the                88.5% in favour
resolution number   appointment/re-election of Mr
2.1:                Markus Jooste as a non-executive
                    director

Ordinary            Confirmation of the                99.4% in favour
resolution number   appointment/re-election of Mr
2.2:                Ben La Grange as a non-executive
                    director

Ordinary            Confirmation of the                99.4% in favour
resolution number   appointment/re-election of Mr
2.3:                Danie van der Merwe as a non-
                    executive director

Ordinary            Re-election of Mr Vusi Khanyile    100% in favour
resolution number   as an independent non-executive
2.4:                director

Ordinary            Re-election of Mr Jacques          100% in favour
resolution number   Schindehütte as an independent
2.5:                non-executive director

Ordinary            Re-election of Dr Len Konar as a   97.5% in favour
resolution number   non-executive director
2.6:
Ordinary              Re-election of Dr Henk Greeff as   99.4% in favour
resolution number     an executive director
2.7:
Ordinary              Re-election of Mr Bennie van       99.4% in favour
resolution number     Rooy as an executive director
2.8:
Ordinary              Re-election of Mr David Sussman    99.4% in favour
resolution number     as an executive director
2.9:

Ordinary              Appointment of Mr Martin Shaw as   98.9% in favour
resolution number     a member of the Company`s Audit
3.1:                  Committee

Ordinary              Appointment of Mr Günter           100% in favour
resolution number     Steffens as a member of the
3.2:                  Company`s Audit Committee

Ordinary              Appointment of Mr Matsobane        100% in favour
resolution number     Matlwa as a member of the
3.3:                  Company`s Audit Committee

Ordinary              Appointment of Mr Jacques          100% in favour
resolution number     Schindehütte as a member of the
3.4:                  Company`s Audit Committee

Ordinary              Non-binding resolution by          86.1% in favour
resolution number     shareholders, endorsing the
4:                    Group`s remuneration policy

Special               Adopting the Company’s new         99.2% in favour
resolution   number   Memorandum of Incorporation
1:
Special               Conversion of par value shares     98.9% in favour
resolution   number   to shares of no par value
2.1:
Special               Increase of the authorised         98.8% in favour
resolution   number   ordinary share capital
2.2:
Ordinary              Placing of 10,0 million shares     87.5% in favour
resolution   number   under the control of the
5:                    directors for purposes of the
                      Share Appreciation Rights Scheme

Ordinary              Placing 10% of the Company`s       95% in favour
resolution number     unissued shares under the
6:                    control of the directors

Ordinary              General authority to directors     96.9% in favour
resolution number     to distribute stated share
7:                    capital and/or reserves
Ordinary            General authority to directors       97.3% in favour
resolution number   to create and issue convertible
8:                  debentures, debenture stock and/
                    or bonds up to 10% of the issued
                    share capital

Special             Approval of non-executive            99.9% in favour
resolution number   directors` remuneration for 2013
3.1:
Special             Mandating the Board to determine     100% in favour
resolution number   and pay fair and responsible
3.2:                remuneration to the executive
                    directors

Special             General authority to the Board       98.8% in favour
resolution number   to provide direct and indirect
4:                  financial assistance to any
                    related or inter-related company
                    in terms of section 45 of the
                    Act

Special             General authority to the Board       98.8% in favour
resolution number   to provide financial assistance
5:                  for the subscription or purchase
                    of securities in terms of
                    section 44 of the Act

Special             Authority to the Company and/or      93.4% in favour
resolution number   a subsidiary to repurchase
6:                  shares issued by the Company



Those special resolutions requiring registration will be filed with
the Companies and Intellectual Property Commission.

By order of the board
Johannesburg
30 November 2012

Sponsor
PSG Capital Proprietary Limited

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