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JDG - JD Group Limited - Circular to JD Group shareholders dated 24 May 2011 JD Group Limited (Incorporated in the Republic of South Africa) (Registration number 1981/009108/06) JSE Share Code: JDG ISIN: ZAE000030771 ("JD Group" or "the Company") CIRCULAR TO JD GROUP SHAREHOLDERS DATED 24 MAY 2011 JD Group shareholders are referred to the Circular, dated 24 May 2011, in relation to the proposed acquisition by JD Group of all of the shares in and claims against the companies comprising Steinhoff International Holdings Limited`s South African retail assets, being Unitrans Motor Enterprises (Proprietary) Limited and Steinhoff Doors and Building Materials (Proprietary) Limited and the proposed sale of JD Group`s interest in Abra Spolka Akcyjna, JD Group`s Polish furniture retail business, to an associate of Steinhoff International. Terms defined in the Circular apply to this announcement. Shareholders are advised that the information contained in paragraph 9 of the Circular, relating to major shareholders, needs to be updated. The information disclosed in the Circular was based on the number of shares held by the Steinhoff Group as set out in the JD Group share register dated 29 April 2011, being the latest information available to JD Group as at the Last Practicable Date. However, an additional 2.6 million shares held by the Steinhoff Group were not included in the 29 April 2011 shareholder analysis due to the difference in timing between the acquisition of the shares by the Steinhoff Group and the inclusion of that information in the JD Group share register. Therefore, Steinhoff Group held a greater number of shares as detailed below: - Steinhoff Group held in aggregate 9 396 346 JD Group shares (representing 5.5% of the total JD Group shares in issue as at the Last Practicable Date), as opposed to 6 796 346 JD Group shares (representing 4.0% of the total JD Group shares in issue) as detailed in the Circular; and - after implementation of the transaction, the Steinhoff Group will own in aggregate 58 726 346 JD Group shares (representing 26.7% of the total JD Group shares then in issue), as opposed to 56 126 346 JD Group shares (representing 25.5% of the total JD Group shares then in issue) as detailed in the Circular. As at the date of this announcement, the Steinhoff Group holds in aggregate 12 338 738 JD Group shares, which means that after implementation of the transaction, the Steinhoff Group will own in aggregate 61 668 738 JD Group shares (representing 28.1% of the JD Group shares then in issue). 21 June 2011 Johannesburg Financial advisor to JD Group J.P. Morgan Sponsor to JD Group PSG Capital (Proprietary) Limited Legal advisor to JD Group Fluxmans Attorneys Competition and corporate law advisor to JD Group Norton Rose South Africa Reporting accountants and auditors Deloitte & Touche Date: 21/06/2011 11:11:00 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
