JDG - JD Group Limited - Results Of Annual General Meeting

JD Group Limited
(Incorporated in the Republic of South Africa)
(Registration Number 1981/009108/06)
Share code: JDG ISIN: ZAE000030771
Convertible bond code: JDGCB ISIN: ZAE000168415
("the Company")

("JD Group" or "Group")

RESULTS OF THE ANNUAL GENERAL MEETING ("AGM")

The Board of directors advise that all the resolutions, including the eight special resolutions, as set out in the notice of the AGM contained in the Company`s 2012 Integrated Report, were passed by a comprehensive majority of shareholders at the AGM held today at the registered offices of the Company. Altogether 89,3% of voteable shares were represented at the AGM. The results of the voting are as follows:

Ordinary Re-appointment of Deloitte &
Touche as auditors 		100% in favour
Resolution number
1.1:
Ordinary Re-appointment of Mr Brian Escott as the individual designated auditor 100% in favour
Resolution number
1.2:
Ordinary Confirmation of the appointment/re-election of Mr Markus Jooste as a non-executive 99.4% in favour
Resolution number
2.1:
Ordinary Confirmation of the appointment/re-election of Mr Ben La Grance as a non-executive director 99.4% in favour
Resolution number
2.2:
Ordinary Confirmation of the appointed/re-election of Mr Danie van der Merwe as a non-executive director 100% in favour
Resolution number
2.3:
Ordinary Re-election of Mr Vusi Khanyile as an independent non-executive director 100% in favour
Resolution number
2.4
Ordinary Re-electiono of Mr Jackques Schindehütte as an independent non-executive director 100% in favour
Resolution number
2.5
Ordinary Re-election of Dr Len Konar as a non-executive director 97.5% in favour
Resolution number
2.6:
Ordinary Re-election of Dr Henk Greef as an executive director 99.4% in favour
Resolution number
2.7:
Ordinary Re-elective of Mr Bennie van Rooy as an executive director 99.4% in favour
Resolution number
2.8:
Ordinary Re-election of Mr David Sussman as an executive director 99.4% in favour
Resolution number
2.9:
Ordinary Appointment of Mr Martin Shaw as a member of the Company's Audit Committee 98.9% in favour
Resolution number
3.1:
Ordinary Appointment of Mr Günter Steffens as a member of the Company's Audit Committee 100% in favour
Resolution number
3.2:
Ordinary Appointment of Mr Matsonbane Matlwa as a member of the Company's Audit Committee 100% in favour
Resolution number
3.3:
Ordinary Appointment of Mr Jacques Schindehütte as a member of the Company's Audit Committee 100% in favour
Resolution number
3.4:
Ordinary Non-binding resolution by Shareholders, endorsing the Group's remuneration policy 86.1% in favour
Resolution number
4:
Special Adopting the Company's new Memorandum of Incorporation 99.2% in favour
Resolution number
1:
Special Conversion of par value shares to shares of no par value 98.9% in favour
Resolution number
2.1:
Special Increase of the authorised ordinary share capital 98.8% in favour
Resolution number
2.2:
Ordinary Placing of 10,0 million shares under the control of the directors for purposes of the Share Appreciation Rights Scheme 87.5% in favour
Resolution number
5:
Ordinary Placing 10% of the Company's unissued shares under the control of the directors 95% in favour
Resolution number
6:
Ordinary General authority to directors to distribute stated share capital and/or reserves 96.9% in favour
Resolution number
7:
Ordinary General authority to directors to create and issue convertible debentures, debenture stock and/or bonds up to 10% of the issued share capital 97.3% in favour
Resolution number
8:
Special Approval of non-executive directors' remuneration for 2013 99.9% in favour
Resolution number
3.1:
Special Mandating the Board to determine and pay fair and responsible remuneration to the executive directors 100% in favour
Resolution number
3.2:
Special General authority to the Board to provide direct and indirect financial assistance to any related or inter-related company in terms of section 45 of the Act 98.8% in favour
Resolution number
4:
Special General authority to the Board to provide financial assistance for the subscription of purchase of securities in terms of section 44 of the Act 98.8% in favour
Resolution number
5:
Special Authority to the Company and/or a subsidiary to repurchase shares issued by the company 93.4% in favour
Resolution number
6:

Those special resolutions requiring registration will be filed with the Companies and Intellectual Property Commission.

By order of the board
Johannesburg
30 November 2012

Sponsor
PSG Capital Proprietary Limited

Date: 30/11/2012 03:50:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').

Date: 30/11/2012 03:50:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').

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