GROUP FIVE LIMITED - Dealing in securities by directors of major subsidiaries

Dealing in securities by directors of major subsidiaries

Group Five Limited
(Registration number: 1969/000032/06)
(Incorporated in the Republic of South Africa)
Share Code: GRF      ISIN Code: ZAE 000027405
("Group Five")

DEALING IN SECURITIES BY DIRECTORS OF MAJOR SUBSIDIARIES

In terms of paragraph 3.63 - 3.65 of the JSE Limited
Listings   Requirements,   the    following information,
relating to the dealing in securities by directors of
major subsidiaries, is disclosed:



Executive director:           A J McJannet
Office held:                  Director of a major
                              subsidiary
Name of Company:              Group Five
                              Construction
                              Proprietary Limited
Transaction date:             25 April 2014

Number of share
appreciation rights:          24 779
Strike price:                 R40.68 per share
                              appreciation right
Transaction value:            R1 008 009.72
Nature of transaction:        Grant and acceptance
                              of share appreciation
                              rights under the Group
                              Five Long Term
                              Incentive Plan(off
                              market)
Vesting periods:              Annually in 33%, 33%
                              and 34% portions from
                              third anniversary of
                              the grant date
Extent of interest:           Direct beneficial
Written clearance obtained:   Yes

Number of shares:             21 681
Strike price:                 R40.68 per share
Transaction value:            R881 983.08
Nature of transaction:        Grant and acceptance
                              of performance share
                              award under the Group
                              Five      Long    Term
                              Incentive    Plan (off
                              market)
Vesting date:                 The third anniversary
                              of the grant date
Extent of interest:           Direct beneficial
Written clearance obtained:   Yes

Number of shares:             4 160
Strike price:                 R40.68 per share
Transaction value:            R169 228.80
Nature of transaction:        Grant and acceptance
                              of bonus share award
                              under the Group Five
                              Long   Term   Incentive
                              Plan (off market)
Vesting date:                 The third anniversary
                              of grant date
Extent of interest:           Direct beneficial
Written clearance obtained:   Yes

Executive director:           G D Mottram
Office held:                  Director of a major
                              subsidiary
Name of Company:              Group Five
                              Construction
                              Proprietary Limited
Transaction date:             25 April 2014
Number of share
appreciation rights:          16 181
Strike price:                 R40.68     per    share
                              appreciation right
Transaction value:            R658 243.08
Nature of transaction:        Grant and acceptance
                              of share appreciation
                              rights under the Group
                              Five      Long     Term
                              Incentive   Plan   (off
                              market)
Vesting periods:              Annually in 33%, 33%
                              and 34% portions from
                              third anniversary of
                              the grant date
Extent of interest:           Direct beneficial
Written clearance obtained:   Yes

Number of shares:             5 056
Strike price:                 R40.68 per share
Transaction value:            R205 678.08
Nature of transaction:        Grant and acceptance
                              of performance share
                              award under the Group
                              Five      Long    Term
                              Incentive   Plan  (off
                              market)
Vesting date:                 The third anniversary
                              of the grant date
Extent of interest:           Direct beneficial
Written clearance obtained:   Yes

Number of shares:             3 441
Strike price:                 R40.68 per share
Transaction value:            R139 979.88
Nature of transaction:        Grant and acceptance
                              of bonus share award
                              under the Group Five
                              Long   Term   Incentive
                              Plan (off market)
Vesting date:                 The third anniversary
                              of grant date
Extent of interest:           Direct beneficial
Written clearance obtained:   Yes


Johannesburg
29 April 2014

Sponsor
Nedbank Capital

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