JD GROUP LTD 
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JDG - JD Group Limited - Results of the annual general meeting, held on 20 November 2013
JD GROUP LIMITED
Incorporated in the Republic of South Africa)
Registration Number 1981/009108/06)
JSE share code: JDG ISIN: ZAE000030771
JSE bond code: JDGCB ISIN: ZAE00016841
("the Company")
RESULTS OF THE ANNUAL GENERAL MEETING - 20 NOVEMBER 2013 AND BOARD RECONSTRUCTION
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 ("AGM"), were passed by a comprehensive majority at the AGM of shareholders held at the registered offices of the Company earlier today. Altogether 89% of shares, eligible to vote, were represented at the AGM.
CHANGES TO THE BOARD
Further to the retirement of certain directors by rotation and to the passing of the shareholder resolutions at the AGM and in compliance with paragraph 3.59 of the Listings Requirements of the JSE Limited, shareholders are advised of the following changes to the Board:
- the election of Mr AB (André) la Grange (Snr) as a non-executive director to the Board;
- the election of Mr SH (Steve) Müller as an independent non-executive director to the Board;
- the retirement by rotation of Mr MJ (Martin) Shaw as independent non-executive director from the Board;
- the retirement by rotation of Mr GZ (Günter) Steffens as independent non-executive director from the Board; and
- the retirement by rotation of Mrs M (Maureen) Lock, as independent non-executive director from the Board.
The results of the voting are as follows:
Ordinary resolution number 1 - Re-appointment of audit firm and individual auditor - 100.0% in favour
Ordinary resolution number 2.1 - Confirming the Board appointment of Mr PM Griffiths as an executive director - 99.8% in favour
Ordinary resolution number 2.2 - Confirming the Board appointment of JHN van der Merwe as an executive director - 99.8% in favour
Ordinary resolution number 2.3 - Re-election of Ms N Bodasing who retires by rotation as a non-executive director - 99.8% in favour
Ordinary resolution number 2.4 - Election of Mr AB la Grange as a non-executive director - 99.7% in favour
Ordinary resolution number 2.5 - Election of Mr SH Müller as an independent non-executive director - 99.8% in favour
Ordinary resolution number 3.1 - Election of Mr MP Matlwa as a member of the JD Group Audit committee - 100.0% in favour
Ordinary resolution number 3.2 - Election of Mr SH Müller as a member of the JD Group Audit committee - 99.8% on favour
Ordinary resolution number 3.3 - Election of Mr JH Schindehütte as a member of the JD Group Audit committee - 94.6% in favour
Ordinary resolution number 4 - Approval of the Company's Remuneration Policy via a non-binding advisory vote - 85.4% in favour
Ordinary resolution number 5 - Adopt a new long-term share-based incentive scheme ("the LTIS") - 79.4% in favour
Ordinary resolution number 6 - Subject to the passing of ordinary resolution 5, to place 2 500 000 of the Company's unissued shares under the control of the directors for purposes of the new LTIS and to endorse the allocation of share rights for 2013 - 79.4% in favour
Ordinary resolution number 7 - Authority to place 24 784 967 of the Company's authorised and unissued shares under the control of the directors for purposes other than the LTIS - 98.3% in favour
Ordinary resolution number 8 - General authority to distribute stated share capital and/or reserves to shareholders - 99.8% in favour
Ordinary resolution number 9 - General authority to create and issue convertible debentures, debenture stock, bonds or other convertible instruments up to 24 784 967 of the Company's ordinary shares - 92.7% in favour
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