GROUP FIVE LIMITED - Results of annual general meeting

Results of annual general meeting

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

RESULTS OF ANNUAL GENERAL MEETING

Group Five shareholders are advised that the voting results for the annual general meeting of Group Five held at the
registered offices of the Company on 31 October 2016 were as follows:

 Resolution                                Number of     Percentage           For**      Against**      Abstained***
                                             ordinary    of ordinary              %              %                 %
                                         shares voted      shares in
                                                              issue*
                                                                  %
 Ordinary resolution number 1:             87 844 092          78.25          98.53            1.47                0
 Re-election of directors
 1.1 Election of B Ngonyama as a
 director
 1.2 Election of W Louw as a               87 844 092          78.25            100               0                0
 director
 1.2 Election of VM Rague as a             87 844 092          78.25          99.92            0.08                0
 director
 Ordinary resolution number 2:             87 844 092          78.25          98.53            1.47                0
 Election of group audit committee
 members
 2.1 Election of B Ngonyama as
 member and chairperson of the
 group audit committee
 2.2 Election of KK Mpinga as              87 844 092          78.25          87.29           12.71                0
 member of the group audit
 committee
 2.3 Election of VM Rague as               87 844 092          78.25            100               0                0
 member of the group audit
 committee
 2.4 Election of MR Thompson as            87 844 092          78.25            100               0                0
 member of the group audit
 committee
 Ordinary resolution number 3              87 844 092          78.25          89.50           10.50                0
 Approval of remuneration policy,
 through a non-binding advisory
 vote
 Ordinary resolution number 4              87 135 413          77.62          86.69           13.31                0
 Re-appointment of auditors
 Ordinary resolution number 5              87 844 092          78.25          76.90           23.10                0
 Control of authorised but unissued
 shares
 Ordinary resolution number 6              87 707 203          78.13          99.95            0.05             0.12
 Authority to sign all documents
 required
 Resolution                                 Number of      Percentage            For**       Against**     Abstained***
                                             ordinary     of ordinary               %                %              %
                                         shares voted       shares in
                                                               issue*
                                                                    %
 Special resolution number 1               87 844 092           78.25           99.84             0.16              0
 Authorisation of non-executive
 directors’ remuneration
 Special resolution number 2               87 844 092           78.25           99.87             0.13              0
 General authority to repurchase
 shares
 Special resolution number 3               87 844 092           78.25             100                0              0
 General authority to provide
 financial assistance to related or
 inter-related companies

*     Based on 112 258 283 ordinary shares in issue at the date of the annual general meeting.
**    In relation to the total number of shares voted at the annual general meeting.
***   In relation to the total number of shares in issue at the date of the annual general meeting.

Based on the above voting results, all resolutions were passed by the requisite majority of Group Five shareholders
present in person or represented by proxy at the annual general meeting.


Johannesburg
2 November 2016

Sponsor
Nedbank Corporate and Investment Banking

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