Results of the Annual General Meeting and Renewal of Existing Cautionary Announcement JD GROUP LIMITED (Incorporated in the Republic of South Africa) (Registration Number 1981/009108/06) Share code: JDG ISIN: ZAE000030771 ("the Company") RESULTS OF THE ANNUAL GENERAL MEETING AND RENEWAL OF EXISTING CAUTIONARY ANNOUNCEMENT RESULTS OF THE ANNUAL GENERAL MEETING (“AGM”) HELD ON 19 NOVEMBER 2014 In terms of paragraph 3.91 of the JSE Listings Requirements, the Board of directors advise that all the resolutions, including the three special resolutions, as set out in the notice of the AGM, were passed by a comprehensive majority of shareholder votes at the AGM held today at the registered offices of the Company. Altogether 97.7% of voteable shares, being 263 082 777 shares, were represented at the AGM, however, in respect of ordinary resolutions numbers 5 and 9 and special resolution number 3 (“JSE specified resolutions”), the treasury shares were not voted nor counted into voteable shares. The detailed results of the voting are as follows: % % voted % AGAINST % FOR Number of of ABSTAINED of of shares issued of issued shares shares Resolution voted shares shares voted voted Ordinary No. 1 Re-appointment of Deloitte & Mr Brian Escott as the individual designated auditor 240 065 601 89.1 8.5 3.0 97.0 Ordinary No. 2.1 Ratify & confirm casual vacancy appointment and re-elect Dr SF Booysen as an independent non-executive director 242 394 701 90.0 7.7 0.1 99.9 Ordinary No. 2.2 Ratify & confirm casual vacancy appointment and re-elect Mr DC Brink as an independent non-executive director 242 394 701 90.0 7.7 0.1 99.9 Ordinary No. 2.3 Ratify & confirm casual vacancy appointment and re-elect Dr MT Lategan as an independent non-executive director 242 394 701 90.0 7.7 0.1 99.9 Ordinary No. 2.4 Re-election of Mr KR Chauke as an executive director 242 394 701 90.0 7.7 0.0 100 Ordinary No. 3.1 Appointment Dr SF Booysen as a member of the Audit Committee 242 394 701 90.0 7.7 0.0 100 Ordinary No. 3.2 Appointment Mr DC Brink as a member of the Audit Committee 242 394 701 90.0 7.7 0.0 100 Ordinary No. 3.3 Appointment Dr MT Lategan as a member of the Audit Committee 242 394 701 90.0 7.7 0.0 100 Ordinary No. 3.4 Appointment Mr SH Müller as a member of the Audit Committee 242 394 701 90.0 7.7 0.0 100 Ordinary No. 4 Non-binding advisory vote on Remuneration Policy 242 394 702 90.0 7.7 1.0 99.0 Ordinary No. 5 3 500 000 shares under control of directors for Long-term Share Incentive Scheme 238 738 038 88.6 7.7 0.0 100 Ordinary No. 6 11 500 000 shares under control of directors for commercial purposes 242 394 701 90.0 7.7 0.0 100 Ordinary No. 7 Authority to distribute share capital and reserves 242 394 701 90.0 7.7 0.0 100 Ordinary No. 8 Authority to create & issue convertible instruments 242 394 701 90.0 7.7 0.0 100 Ordinary No. 9 Authority to issue shares for cash 238 738 038 88.6 7.7 0.0 100 Special No. 1 Non-executive directors’ remuneration 242 394 701 90.0 7.7 0.0 100 Special No. 2 Authority to Board to provide financial assistance in terms of sections 44 and 45 of the Companies Act 242 394 701 90.0 7.7 3.0 97.0 Special No. 3 Authority to acquire shares issued by the Company 238 738 038 88.6 7.7 0.2 99.8 None of the special resolutions adopted requires registration with the Companies and Intellectual Property Commission. RENEWAL OF EXISTING CAUTIONARY ANNOUNCEMENT Further to earlier cautionary announcements, the last of which was dated and disclosed on 10 October 2014, relating to the acceptance by JD Group of an offer from an international consumer finance provider to acquire JD Group’s consumer finance division, shareholders are advised to continue exercising caution when dealing in the Company’s securities until a full announcement is made. By order of the board Johannesburg 19 November 2014 Sponsor PSG Capital Proprietary Limited Date: 19/11/2014 05:00:00 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.