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 Date: 30/11/2012 03:50:00 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.