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

Dealing in securities by 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: ZAE000027405
("Group Five")

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

Executive director:                E C J Vemer
Office held:                       Director of a major
                                   subsidiary, Group Five
                                   Construction
                                   (Proprietary) Limited
Transaction date:                  24 April 2013

Number of shares:                  18 616
Exercise price per share:          R35.79 per share
Deemed transaction value:          R666 266.64
Nature of transaction:             Exercise of 91 000 share
                                   appreciation rights under
                                   the Group Five Share
                                   Appreciation Rights Scheme,
                                   with a strike price of
                                   R28.63 and settled by the
                                   delivery of 18 616 Group
                                   Five ordinary shares in
                                   terms of a set formula(off
                                   market)

Number of shares:                  5 757
Exercise price per share:          R35.79 per share
Deemed transaction value:          R206 043.03
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 5 757 Group
                                   Five ordinary shares in
                                   terms of a set formula(off
                                   market)

Extent of interest:                Direct beneficial
Written clearance obtained:        Yes


Johannesburg
26 April 2013
Sponsor
Nedbank Capital

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