GROUP FIVE LIMITED - Results of extraordinary general meeting and changes to the board

Results of extraordinary general meeting and changes to the board

Group Five Limited
(Registration number: 1969/000032/06)
(Incorporated in the Republic of South Africa)
Share Code: GRF        ISIN Code: ZAE000027405
(“Group Five” or “the company”)

RESULTS OF EXTRAORDINARY GENERAL MEETING (“EGM”) AND CHANGES TO THE BOARD

Results of EGM

Group Five shareholders are advised that the voting results for the EGM of Group Five held at the registered
offices of the company on 24 July 2017 were as follows:

 Resolution                            Number of       Percentage         For**         Against**   Abstained***
                                        ordinary      of ordinary             %                 %              %
                                          shares        shares in
                                           voted           issue*
                                                                %
 Ordinary resolution number 1:       103 277 409            92.00         99.33              0.67           1.79
 Election of Reitumetse Jackie
 Huntley as a non-executive
 director of the company
 Ordinary resolution number 2:       103 277 409            92.00         66.68             33.32           1.79
 Election of Nazeem Martin as a
 non-executive director of the
 company
 Ordinary resolution number 3        103 277 409            92.00         97.71              2.29           1.79
 Election of Nonyameko
 Mandindi as a non-executive
 director of the company
 Ordinary resolution number 4        103 277 409            92.00         74.42             25.58           1.79
 Election of Dr John Leonard Job
 as a non-executive director of
 the company
 Ordinary resolution number 5        102 590 258            91.39         61.16             38.84           2.40
 Election of Michael Robert
 Upton as a non-executive
 director of the company
 Ordinary resolution number 6        102 057 284            90.91         65.09             34.91           2.88
 Election of Cora Fernandez as a
 non-executive director of the
 company
 Ordinary resolution number 7         99 686 415            88.80         95.67              4.33           4.99
 Election of Dr Thabo Cliford
 Kgogo as a non-executive
 director of the company
 Ordinary resolution number 8        102 053 180            90.91         57.73             42.27           2.88
 Election of Edward Boetie
 Williams as a non-executive
 director of the company

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

As released on SENS on 12 July 2017, Ordinary resolution number 9 relating to the appointment of Ms
Keneilwe Moloko was retracted.

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 EGM.

Changes to the board

Following the conclusion of the EGM and acceptance by the directors of their election as non-executive
directors of the company, the board of Group Five is pleased to announce the appointments of:

    -   Ms Reitumetse Jackie Huntley;
    -   Mr Nazeem Martin;
    -   Ms Nonyameko Mandindi;
    -   Dr John Leonard Job;
    -   Mr Michael Robert Upton;
    -   Ms Cora Fernandez;
    -   Dr Thabo Cliford Kgogo; and
    -   Mr Edward Boetie Williams,

as non-executive directors to its board with immediate effect.

Johannesburg
25 July 2017

Sponsor
Nedbank Corporate and Investment Banking

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