JD GROUP LIMITED - Results of the annual general meeting and changes to the board of directors

Results of the annual general meeting and changes to the board of directors

JD Group Limited
(Incorporated in the Republic of South Africa)
(Registration Number 1981/009108/06)
JSE share code: JDG      ISIN: ZAE000030771
JSE bond code: JDGCB     ISIN: ZAE00016841
("the Company" or “JD Group”)

RESULTS OF THE ANNUAL GENERAL MEETING AND CHANGES TO THE BOARD OF
DIRECTORS (“the Board”)

RESULTS OF THE AGM
Shareholders are advised that, at the annual general meeting of
shareholders held on 20 November 2013 (“AGM”), all of the proposed
ordinary and special resolutions, as set out in the notice to
shareholders, were passed by a comprehensive majority of shareholders
present or represented by proxy. Altogether 89% of shares, eligible
to vote, were represented at the AGM.

The results of the voting are as follows:

Ordinary resolution number 1 – Re-appointment of audit firm and
individual auditor – 100.0% in favour

Ordinary resolution number 2.1 – Confirming the Board appointment of
Mr PM Griffiths as an executive director – 99.8% in favour

Ordinary resolution number 2.2 – Confirming the Board appointment of
JHN van der Merwe as an executive director - 99.8% in favour

Ordinary resolution number 2.3 - Re-election of Ms N Bodasing who
retires by rotation as a non-executive director - 99.8% in favour

Ordinary resolution number 2.4 - Election of Mr AB la Grange as a
non-executive director - 99.7% in favour

Ordinary resolution number 2.5 - Election of Mr SH Müller as an
independent non-executive director - 99.8% in favour

Ordinary resolution number 3.1 - Election of Mr MP Matlwa as a member
of the JD Group Audit committee – 100.0% in favour

Ordinary resolution number 3.2 - Election of Mr SH Müller as a member
of the JD Group Audit committee - 99.8% on favour

Ordinary resolution number 3.3 - Election of Mr JH Schindehütte as a
member of the JD Group Audit committee - 94.6% in favour
Ordinary resolution number 4 – Approval of the Company's
Remuneration Policy via a non-binding advisory vote - 85.4% in
favour

Ordinary resolution number 5 – Adoption of a new long-term
share-based incentive scheme ("the LTIS") - 79.4% in favour

Ordinary resolution number 6 - Subject to the passing of
ordinary resolution 5, to place 2 500 000 of the Company's
unissued shares under the control of the directors for purposes
of the new LTIS and to endorse the allocation of share rights
for 2013 - 79.4% in favour

Ordinary resolution number 7 - Authority to place 24 784 967 of
the Company's authorised and unissued shares under the control
of the directors for purposes other than the LTIS - 98.3% in
favour

Ordinary resolution number 8 - General authority to distribute
stated share capital and/or reserves to shareholders - 99.8% in
favour

Ordinary resolution number 9 - General authority to create and
issue convertible debentures, debenture stock, bonds or other
convertible instruments up to 24 784 967 of the Company's
ordinary shares - 92.7% in favour

Ordinary resolution number 10 - General authority to issue not
more than 12 000 000 ordinary shares for cash - 98.6% in favour

Special resolution number 1.1 – To approve the non-executive
directors' forward-looking fees – 100.0% in favour

Special resolution number 1.2 – To mandate the Board to
determine and pay fair and responsible remuneration to the
executive directors in accordance with the guiding principles
of the Company's Remuneration Policy – 92.0% in favour

Special resolution number 2 - To authorise the directors to
provide financial assistance to a related or inter-related
party in terms of section 45 of the Act and for the
subscription or purchase of securities in terms of section 44
of the Act - 100.0% in favour

Special resolution number 3 - Acquisition by the Company and/or
a subsidiary of shares issued by the Company - 93.6% in favour

CHANGES TO THE BOARD
Further to the retirement of certain directors by rotation and to the
passing of the shareholder resolutions at the AGM and in compliance
with paragraph 3.59 of the Listings Requirements of the JSE Limited,
shareholders are advised of the following changes to the Board:
   - the election of Mr. AB (André) la Grange (Snr) as a non-
     executive director to the Board;
   - the election of Mr. SH (Steve) Müller as an independent non-
     executive director to the Board;
   - the retirement by rotation of Mr. MJ (Martin) Shaw as
     independent non-executive director from the Board;
   - the retirement by rotation of Mr. GZ (Günter) Steffens as
     independent non-executive director from the Board; and
   - the retirement by rotation of Mrs. M (Maureen) Lock, as
     independent non-executive director from the Board.

By order of the board
Johannesburg
20 November 2013

Sponsor:   PSG Capital Proprietary Limited

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