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
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
As a percentage of Total Shares Voted ordinary share
capital of JD Group
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.
12 June 2015
Investec Bank Limited
PSG Capital Proprietary Limited
Date: 12/06/2015 03:00:00 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.
Email this JSE Sens Item to a Friend.