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Fri 17 Feb 2012, 13:12 JDG - JD Group Limited - Results of the Annual General Meeting -
JDG
JDG                                                                             
JDG - JD Group Limited - Results of the Annual General Meeting -                
16 February 2012                                                                
JD GROUP LIMITED                                                                
(Incorporated in the Republic of South Africa)                                  
(Registration Number 1981/009108/06)                                            
JSE code: JDG ISIN: ZAE000030771                                                
("the Company")                                                                 
RESULTS OF THE ANNUAL GENERAL MEETING - 16 FEBRUARY 2012                        
The Board of directors advise that  all the resolutions, including the four     
special resolutions, as set out in the notice of the Annual General Meeting     
contained in the company`s 2011 Integrated Annual Report, were passed by  a     
comprehensive majority at the Annual General Meeting of shareholders held at the
registered offices of the Company yesterday. Altogether 81,7% of voteable shares
were represented at the meeting. The results of the voting are as follows:      
                                                                                

                                                                                
Ordinary resolution number                                                      
1: Adoption of annual financial                                                 
statements for the year ended 31 August                                         
2011, directors`, auditors` and Audit                                           
Committee reports                                                               
                                         99.99%      in favour                  

Ordinary resolution number                                                      
2.1.: Re-appointment of Deloitte &                                              
Touche as auditors                                                              
99.99%      in favour                  
                                                                                
Ordinary resolution number                                                      
2.2: Appointment of Mr Brian Escott as                                          
the individual designated auditor                                               
                                         99.99%      in favour                  
                                                                                
Ordinary resolution number                                                      
3.1.1: Re-election of Mr Ian Thompson                                           
as an executive director                                                        
                                         99.56%      in favour                  
                                                                                
Ordinary resolution number                                                      
3.1.2: Re-election of Mr Richard Chauke                                         
as an executive director                                                        
                                         99.56%      in favour                  

Ordinary resolution number                                                      
3.1.3: Re-election of Mr Martin Shaw as                                         
a non-executive director                                                        
98.06%      in favour                  
                                                                                
Ordinary resolution number                                                      
3.1.4: Re-election of Mrs Maureen Lock                                          
as a non-executive director                                                     
                                         98.06%      in favour                  
                                                                                
Ordinary resolution number                                                      
3.1.5: Re-election of Mr Gunter                                                 
Steffens as a non-executive director                                            
                                         99.99%      in favour                  
                                                                                
Ordinary resolution number                                                      
3.2.1: Confirmation of the appointment                                          
of Ms Nerina Bodasing as a non-                                                 
executive director                                                              
99.99%      in favour                  
                                                                                
Ordinary resolution number                                                      
3.2.2:  Confirmation of the appointment                                         
of Mr Matsobane Matlwa as a non-                                                
executive director                                                              
                                         99,99%      in favour                  
                                                                                
Ordinary resolution number                                                      
4.1. Appointment of Mr Martin Shaw as a                                         
member of the Company`s Audit Committee                                         
                                         98.06%      in favour                  

Ordinary resolution number                                                      
4.2. Appointment of Dr Len Konar as a                                           
member of the Company`s Audit Committee                                         
97.08%      in favour                  
                                                                                
Ordinary resolution number                                                      
4.3. Appointment of Mr Gunter Steffens                                          
as a member of the Company`s Audit                                              
Committee                                                                       
                                         99.96%      in favour                  
                                                                                
Ordinary resolution number                                                      
5: Placing of 3,5 million shares under                                          
the control of the directors for                                                
purposes of the Share Appreciation                                              
Rights Scheme                                                                   
                                         96.98%      in favour                  
                                                                                
Ordinary resolution number                                                      
6: Placing 10% of the Company`s                                                 
unissued shares under the control of                                            
the directors                                                                   
                                         80.11%      in favour                  

Ordinary resolution number                                                      
7: General authority to directors to                                            
distribute share capital, share premium                                         
and reserves                                                                    
                                         99.97%      in favour                  
                                                                                
Ordinary resolution number                                                      
8: General authority to directors to                                            
issue debentures convertible into                                               
ordinary shares  up to 10% of the                                               
issued share capital                                                            
89.48%      in favour                  
                                                                                
Ordinary resolution number                                                      
9: Non-binding resolution by                                                    
shareholders, endorsing the Group`s                                             
remuneration policy                                                             
                                         81.22%      in favour                  
                                                                                
Special resolution number                                                       
1.1: Approval of non-executive                                                  
directors` remuneration for the 2012                                            
financial year                                                                  
99.81%      in favour                  
                                                                                
Special resolution number                                                       
1.2: Mandating the Board to determine                                           
and pay fair and responsible                                                    
remuneration to the executive directors                                         
                                         86.75%      in favour                  
                                                                                
Special resolution number                                                       
2: General authority to the Board to                                            
provide direct and indirect financial                                           
assistance to any related or inter-                                             
related company                                                                 
                                         98.46%      in favour                  
                                                                                
Special resolution number                                                       
3: Authority to the Company or  a                                               
subsidiary to repurchase shares                                                 
                                         96.76%      in favour                  
The special resolutions will be filed with the Companies and Intellectual       
Property Commission.                                                            
By order of the board                                                           
Johannesburg                                                                    
17 February 2012                                                                
Sponsor                                                                         
PSG Capital Proprietary Limited                                                 
Date: 17/02/2012 13:12:02 Produced by the JSE SENS Department.                  
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