GROUP FIVE LIMITED - Results of annual general meeting

Results of annual general meeting

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

RESULTS OF ANNUAL GENERAL MEETING

Group Five shareholders are advised that the voting results for the annual general meeting of Group Five held at the
registered offices of the Company on 3 November 2015 were as follows:

 Resolution                             Number of       Percentage           For**        Against**    Abstained***
                                          ordinary     of ordinary               %                %               %
                                      shares voted       shares in
                                                            issue*
                                                                 %
 Ordinary resolution number 1.1         86 055 832        76.69391        99.68584          0.31416         0.00277
 Election of PM Mthethwa as a
 director of the company
 Ordinary resolution number 1.2         86 055 832        76.69391        98.67477          1.32523         0.00277
 Election of NJ Chinyanta as a
 director of the company
 Ordinary resolution number 1.3         86 055 832        76.69391        99.00645          0.99355         0.00277
 Election of SG Morris as a
 director of the company
 Ordinary resolution number 2.1         84 211 210        75.04996        98.37241          1.62759         1.64671
 Election of SG Morris as member
 and chairperson of the Group
 Audit Committee
 Ordinary resolution number 2.2         85 023 989        75.77432        99.81419          0.18581         0.92236
 Election of JL Job as member of
 the Group Audit Committee
 Ordinary resolution number 2.3         85 023 989        75.77432        98.65869          1.34131         0.92236
 Election of KK Mpinga as member
 of the Group Audit Committee
 Ordinary resolution number 2.4         85 023 989        75.77432        99.81419          0.18581         0.92236
 Election of B Ngonyama as
 member of the Group Audit
 Committee
 Ordinary resolution number 2.5         85 023 989        75.77432        98.65869          1.34131         0.92236
 Election of VM Rague as member
 of the Group Audit Committee
 Ordinary resolution number 2.6         85 023 989        75.77432        98.65869          1.34131         0.92236
 Election of MR Thompson as
 member of the Group Audit
 Committee
 Ordinary resolution number 3           86 054 734        76.69293        99.81642          0.18358         0.00374
 Approval of remuneration policy
 through a non-binding advisory
 vote
 Ordinary resolution number 4           84 508 075        75.31453        89.01769         10.98231         1.38214
 Re-appointment of auditors
 Ordinary resolution number 5           86 055 832        76.69391        86.66372         13.33628         0.00277
 Control of authorised but
 unissued shares
 Ordinary resolution number 6           86 055 832        76.69391        99.99975          0.00025         0.00277
 Authority to sign all documents
 required
 Special resolution number 1            86 055 832        76.69391        99.99975          0.00025         0.00277
 Authorisation of non-executive
 directors’ remuneration
 Special resolution number 2            86 055 832        76.69391        99.00555          0.99445         0.00277
 General authority to repurchase
 shares
 Special resolution number 3            86 055 832        76.69391        99.99847          0.00153         0.00277
 General authority to provide
 financial assistance to related
 companies or inter-related
 companies

*     Based on 112 206 869 shares in issue at the date of the annual general meeting.
**    In relation to the total number of shares voted at the annual general meeting.
***   In relation to the total number of shares in issue at the date of the annual general meeting.

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 annual general meeting.


Johannesburg
3 November 2015

Sponsor
Nedbank CIB

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