JD GROUP LIMITED - Results of General Meeting

Results of General Meeting

JD GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1981/009108/06)
JSE share code: JDG ISIN: ZAE000030771
(“JD Group”)



RESULTS OF GENERAL MEETING


JD Group shareholders (“JD Group Shareholders”) are referred to the announcement published on the Stock
Exchange News Service of the JSE Limited (“JSE”) on 14 May 2015, regarding the posting of a circular (“Circular”)
including a notice of general meeting (“General Meeting”) of JD Group Shareholders and are hereby advised that,
at the General Meeting held today, Friday, 12 June 2015, the special resolution to approve the scheme of
arrangement (“Scheme”) and the ordinary resolution to approve the delisting of the JD Group shares from the main
board of the JSE (“Delisting”) contained in the notice of the General Meeting, were passed by the requisite majority
of votes of JD Group Shareholders present in person or represented by proxy at the General Meeting.

The total number of shares voted at the General Meeting, in person or by proxy, amounted to 30 594 440 (“Total
Shares Voted”), representing 90% of the aggregate number of JD Group shares that were eligible to be voted at
the General Meeting (being 33 984 395, which shares excluded treasury shares and shares held by Steinhoff
International Holdings Limited and its subsidiaries on the record date for the General Meeting (5 June 2015)).

Details of the results of the voting at the General Meeting, following full verification of all votes, are as follows and
are given as percentages of the total number of shares which were eligible to be voted in respect of each resolution:


                                               % votes in favour         % votes against               % abstentions

                                                                                                        Total issued
 As a percentage of                                          Total Shares Voted                        ordinary share
                                                                                                    capital of JD Group
 Special resolution
                                                      100%                     0%                           0%
 Implementation of the Scheme 

 Ordinary resolution                                  100%                     0%                           0%
 Delisting of the JD Group share


Furthermore, JD Group Shareholders, are advised that no appraisal rights in terms of section 164 of the Companies
Act, 2008 (Act No. 71 of 2008), were exercised by any JD Group Shareholder prior to or at the General Meeting.

Accordingly, the implementation of the Scheme will proceed, subject to the receipt of a compliance certificate from
the Takeover Regulation Panel. Once this outstanding condition precedent to the Scheme has been fulfilled, a
further announcement will be made regarding the relevant dates for the implementation of the Scheme.


Johannesburg
12 June 2015

Transaction sponsor
Investec Bank Limited

Sponsor
PSG Capital Proprietary Limited

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