GROUP FIVE LIMITED - Dealing in securities by directors of a major subsidiary

Dealing in securities by directors of a major subsidiary

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 A MAJOR SUBSIDIARY

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 a
major subsidiary, is disclosed:

Executive director:                A J McJannet
Office held:                       Director of a major
                                   subsidiary
Name of Company:                   Group Five
                                   Construction
                                   (Proprietary) Limited
Transaction date:                  23 May 2013
Number of shares:                  6 121
Exercise price per share:          R38.04 per share
Deemed transaction value:          R232 842.84
Nature of transaction:             Exercise of 22 073 share
                                   appreciation rights under
                                   the Group Five Share
                                   Appreciation Rights Scheme,
                                   with a strike price of
                                   R27.70 and settled by the
                                   delivery of 6 121 Group
                                   Five ordinary shares in
                                   terms of a set formula(off
                                   market)
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:                  23 May 2013
Number of shares:                  30 571
Exercise price per share:          R38.04 per share
Deemed transaction value:          R1 162 920.84
Nature of transaction:             Exercise of 150 000 share
                                   appreciation rights under
                                   the Group Five Share
                                   Appreciation Rights Scheme,
                                   with a strike price of
                                   R30.44 and settled by the
                                   delivery of 30 571 Group
                                   Five ordinary shares in
                                   terms of a set formula(off
                                   market)
Extent of interest:                Direct beneficial
Written clearance obtained:        Yes

Executive director:           J A Wallace
Office held:                  Director of a major
                              subsidiary
Name of Company:              Everite (Proprietary)
                              Limited
Transaction date:             23 May 2013
Number of shares:             24 982
Exercise price per share:     R38.04 per share
Deemed transaction value:     R950 315.28
Nature of transaction:        Exercise of 99 000 share
                              appreciation rights under
                              the Group Five Share
                              Appreciation Rights Scheme,
                              with a strike price of
                              R28.63 and settled by the
                              delivery of 24 982 Group
                              Five ordinary shares in
                              terms of a set formula(off
                              market)
Extent of interest:           Direct beneficial
Written clearance obtained:   Yes

Executive director:           W I Zeelie
Office held:                  Director of a major
                              subsidiary
Name of Company:              Group Five
                              Construction
                              (Proprietary) Limited
Transaction date:             23 May 2013
Number of shares:             4 430
Exercise price per share:     R38.04 per share
Deemed transaction value:     R168 517.20
Nature of transaction:        Exercise of 41 819 share
                              appreciation rights under
                              the Group Five Share
                              Appreciation Rights Scheme,
                              with a strike price of
                              R34.09 and settled by the
                              delivery of 4 430 Group
                              Five ordinary shares in
                              terms of a set formula(off
                              market)
Number of shares:             5 323
Exercise price per share:     R38.04 per share
Deemed transaction value:     R202 486.92
Nature of transaction:        Exercise of 19 196 share
                              appreciation rights under
                              the Group Five Share
                              Appreciation Rights Scheme,
                              with a strike price of
                              R27.70 and settled by the
                              delivery of 5 323 Group
                              Five ordinary shares in
                              terms of a set formula(off
                              market)
Extent of interest:           Direct beneficial
Written clearance obtained:   Yes


Johannesburg
24 May 2013

Sponsor
Nedbank Capital

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