GROUP FIVE LIMITED - Update to shareholders regarding the adoption of the Group Five Long Term Incentive Plan (LTIP)

Update to shareholders regarding the adoption of the Group Five Long Term Incentive Plan (“LTIP”)

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



UPDATE TO SHAREHOLDERS REGARDING THE ADOPTION OF THE
GROUP FIVE LONG TERM INCENTIVE PLAN (“LTIP”)

Group Five shareholders are referred to the circular dated 29 October 2012 regarding, inter
alia, the adoption of the LTIP and its salient features.

ADDITIONAL INFORMATION

Group Five shareholders have requested that Group Five provide additional information and
clarification on the proposed LTIP, including the suggested criteria to be applied in
determining eligibility of award against pre-determined performance targets. Accordingly, a
detailed summary of the LTIP, which addresses such requests, has been prepared to assist
shareholders and is available on Group Five’s website, www.groupfive.co.za.

AMMENDMENT TO CIRCULAR

Group Five shareholders are further advised that paragraph 7.2.3 of the salient features of
the LTIP contained in annexure V of the circular should be amended to read as follows:
“Unless the board determines otherwise, if a participant ceases to be employed by the Group
by reason of misconduct, poor performance or resignation by the participant, any
Performance Shares available to be settled shall be cancelled and shall not be settled.”


Johannesburg

22 November 2012

Investment bank and sponsor

Nedbank Capital

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