Finalisation Announcement - JDGCB JD Group Limited (Incorporated in the Republic of South Africa) (Registration No. 1981/009108/06) JSE code: JDG ISIN: ZAE000030771 Convertible bond stock code: JDGCB ISIN: ZAE000168415 (“JD Group”) CHANGE OF CONTROL NOTICE – FINALISATION ANNOUNCEMENT JD Group wishes to refer Bondholders of its ZAR1,000,000,000 7.5% Fixed Rate Senior Unsecured Convertible Bonds (the “Bond”) to the SENS announcement released on 14 April 2013. Each Bondholder has the option to submit an election notice to its CSDP or JSE approved broker by 12:00 on Friday 13 June 2014 to either elect JD Group to redeem the Bond or have it converted to Ordinary Shares. SALIENT INFORMATION FOR REDEMPTION Principal Amount per Bond: R10 000.00 Accrued interest per Bond: R14.38356 SALIENT INFORMATION FOR CONVERSION Change of Control Conversion Price R45.30 Number of shares to be received for every ZAR 10,000 Bond: 220.75 Ordinary Shares for each Bond As per section 9.1(j) of the Offering Circular, fractions of Ordinary Shares will not be issued. Any fractions of Ordinary Shares will be rounded down to the nearest whole number. However, if the conversion in respect of more than one Bond is exercised at any one time such that the Ordinary Shares to be delivered on conversion are to be registered in the same name, the number of such Ordinary Shares to be delivered in respect thereof shall be calculated on the basis of the aggregate Principal Amount of such Bonds being so converted and rounded down to the nearest whole number of Ordinary Shares. IMPORTANT NOTE RELATING TO BONDHOLDERS WHO DO NOT MAKE AN ELECTION Pursuant to section 10.2.1.2 of the Offering Circular, if Conversion Rights have been exercised and/or redemptions effected in respect of 85% or more in the Principal Amount of the Bonds originally issued, then the Issuer has the option to redeem the outstanding Bonds. Notable Dates Friday, 6 June 2014 Last Day to Trade in respect of Election Notice Friday, 13 June 2014 Record Date in respect of Election Notice Friday, 13 June 2014 12:00 Last day to submit election to CSDP or JSE broker Friday, 27 June 2014 Change of Control Put Date Friday, 27 June 2014 Payment of Principal Amount plus accrued interest for redemption option and issue of Ordinary Shares for conversion option Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed thereto in the Offering Circular where the context requires. 30 May 2014 Debt Sponsor Rand Merchant Bank (A division of FirstRand Bank Limited) Date: 30/05/2014 04:56:00 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.