GROUP FIVE LIMITED - Dealing in Securities by Director and a Director of a Major Subsidiary

Dealing in Securities by Director and a Director 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 DIRECTOR AND A DIRECTOR 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 a director and a
director of a major subsidiary, is disclosed:

Executive Director:                MR Upton
Position held:                     Chief Executive
                                   Officer

Transaction date:                  04 April 2014
Number of shares:                  12 002
Exercise price per share:          R44.47 per share
Deemed transaction value:          R533 728.94
Nature of transaction:             Exercise of 51 165 share
                                   appreciation rights under
                                   the Group Five Share
                                   Appreciation Rights Scheme,
                                   with a strike price of
                                   R34.09 and settled by the
                                   delivery of 12 002 Group
                                   Five ordinary shares in
                                   terms of a set formula(off
                                   market)

Extent of interest:                Direct beneficial
Written clearance obtained:        Yes



Transaction date:                  04 April 2014
Number of shares:                  17 278
Exercise price per share:          R44.47 per share
Deemed transaction value:          R768 352.66
Nature of transaction:             Exercise of 45 591 share
                                   appreciation rights under
                                   the Group Five Share
                                   Appreciation Rights Scheme,
                                   with a strike price of
                                   R27.70 and settled by the
                                   delivery of 17 278 Group
                                   Five ordinary shares in
                                   terms of a set formula(off
                                   market)

Extent of interest:                Direct beneficial
Written clearance obtained:        Yes
Transaction date:                  04 April 2014
Number of securities:              45 019
Price per security:                R44.5046 per share
Deemed transaction value:          R2 003 552.59

Nature of transactions:            Disposal of shares on the
                                   open market
Extent of interest:                Direct beneficial
Written clearance obtained:        Yes


Mr. M R Upton wishes shareholders to note the sale was
made in order to settle the personal income tax liability
against previous dealings in GRF shares acquired under
the Group Five Share Appreciation Rights scheme.




Executive director:               ECJ Vemer
Office held:                      Director of a major
                                  subsidiary
Name of Company:                  Group Five
                                  Construction
                                  (Proprietary) Limited

Transaction date:                 04 April 2014
Number of shares:                 9 439
Exercise price per share:         R44.47 per share
Deemed transaction value:         R419 752.33
Nature of transaction:            Exercise of 24 905 share
                                  appreciation rights under
                                  the Group Five Share
                                  Appreciation Rights Scheme,
                                  with a strike price of
                                  R27.70 and settled by the
                                  delivery of 9 439 Group
                                  Five ordinary shares in
                                  terms of a set formula(off
                                  market)
Extent of interest:               Direct beneficial
Written clearance obtained:       Yes




Transaction date:                 04 April 2014
Number of shares:                 6 528
Exercise price per share:         R44.47 per share
Deemed transaction value:         R290 300.16
Nature of transaction:            Exercise of 27 827 share
                                  appreciation rights under
                                  the Group Five Share
                                  Appreciation Rights Scheme,
                                  with a strike price of
                                  R34.09 and settled by the
                                  delivery of 6 528 Group
                                  Five ordinary shares in
                                  terms of a set formula(off
                                  market)
Extent of interest:               Direct beneficial
Written clearance obtained:       Yes



Johannesburg
07 April 2014

Sponsor
Nedbank Capital

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