GROUP FIVE LIMITED - Dealing in securities by directors of a major subsidiary

Dealing in securities by directors of a major subsidiary

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

DEALING IN SECURITIES BY DIRECTORS 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 directors of a
major subsidiary, is disclosed:

Executive director:                J A E Stragier
Office held:                       Director of a major
                                   subsidiary
Name of Company:                   Everite Proprietary
                                   Limited
Transaction date:                  21 May 2013
Number of share
appreciation rights:               48 100
Strike price:                      R34.42 per share
                                   appreciation right
Transaction value:                 R1 655 602
Nature of transaction:             Grant and acceptance of
                                   share appreciation rights
                                   under the Group Five Share
                                   Appreciation Rights Scheme
                                   (off market)
Vesting periods:                   Annually in 33%, 33%
                                   and 34% portions from
                                   second anniversary of
                                   grant date
Extent of interest:                Direct beneficial
Written clearance obtained:        Yes

Executive director:                L M Jones
Office held:                       Director of a major
                                   subsidiary
Name of Company:                   Everite Proprietary
                                   Limited
Transaction date:                  21 May 2013
Number of share
appreciation rights:               25 200
Strike price:                      R34.42 per share
                                   appreciation right
Transaction value:                 R867 384
Nature of transaction:             Grant and acceptance of
                                   share appreciation rights
                                   under the Group Five Share
                                   Appreciation Rights Scheme
                                   (off market)
Vesting periods:                   Annually in 33%, 33%
                                   and 34% portions from
                                   second anniversary of
                                   grant date
Extent of interest:                Direct beneficial
Written clearance obtained:        Yes

Executive director:                G D Mottram
Office held:                       Director of a major
                                   subsidiary
Name of Company:                   Group Five
                                   Construction
                                   (Proprietary) Limited
Transaction date:                  22 May 2013
Number of share
appreciation rights:               71 706
Strike price:                      R34.42 per share
                                   appreciation right
Transaction value:                 R2 468 120.52
Nature of transaction:             Grant and acceptance of
                                   share appreciation rights
                                   under the Group Five Share
                                   Appreciation Rights Scheme
                                   (off market)
Vesting periods:                   Annually in 33%, 33%
                                   and 34% portions from
                                   second anniversary of
                                   grant date
Extent of interest:                Direct beneficial
Written clearance obtained:        Yes

Executive director:                P le Sueur
Office held:                       Director of a major
                                   subsidiary
Name of Company:                   Group Five
                                   Construction
                                   (Proprietary) Limited
Transaction date:                  22 May 2013
Number of shares:                  36 330
Exercise price per share:          R37.35 per share
Deemed transaction value:          R1 356 925.50
Nature of transaction:             Exercise of 200 000 share
                                   appreciation rights under
                                   the Group Five Share
                                   Appreciation Rights Scheme,
                                   with a strike price of
                                   R30.44 and settled by the
                                   delivery of 36 330 Group
                                   Five ordinary shares in
                                   terms of a set formula(off
                                   market)
Extent of interest:                Direct beneficial
Written clearance obtained:        Yes


Johannesburg
23 May 2013

Sponsor
Nedbank Capital

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