GROUP FIVE LIMITED - Dealing in securities by a director

Dealing in securities by a director

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 A DIRECTOR

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

Executive director:                   M R Upton
Transaction date:                     18 March 2013

Number of shares:                     76 739
Exercise price per share:             R37.50 per share
Deemed transaction value:             R2 877 712.50
Nature of transaction:                Exercise of 400 000 share
                                      appreciation rights under
                                      the Group Five Share
                                      Appreciation Rights Scheme,
                                      with a strike price of
                                      R30.44 and settled by the
                                      delivery of 76 739 Group
                                      Five ordinary shares in
                                      terms of a set formula(off
                                      market)

Number of shares:                     40 011
Exercise price per share:             R37.50 per share
Deemed transaction value:             R1 500 412.50
Nature of transaction:                Exercise of 166 000 share
                                      appreciation rights under
                                      the Group Five Share
                                      Appreciation Rights Scheme,
                                      with a strike price of
                                      R28.63 and settled by the
                                      delivery of 40 011 Group
                                      Five ordinary shares in
                                      terms of a set formula(off
                                      market)

Extent of interest:                   Direct beneficial
Written clearance obtained:           Yes


Johannesburg
22 March 2013

Sponsor
Nedbank Capital

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