GROUP FIVE LIMITED - Dealing in securities by director of a major subsidiary and the company secretary

Dealing in securities by director of a major subsidiary and the company secretary

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

DEALING IN SECURITIES BY DIRECTOR OF A MAJOR SUBSIDIARY
AND THE COMPANY SECRETARY

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 and the company secretary, is disclosed:

Executive director:                J A Wallace
Office held:                       Director of a major
                                   subsidiary
Name of Company:                   Group Five
                                   Construction
                                   (Proprietary) Limited
Transaction date:                  28 May 2013
Number of share
appreciation rights:               103 000
Strike price:                      R34.42 per share
                                   appreciation right
Transaction value:                 R3 545 260
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

Company secretary:                 N Katamzi
Transaction date:                  28 May 2013
Number of share
appreciation rights:               15 900
Strike price:                      R34.42 per share
                                   appreciation right
Transaction value:                 R547 278
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

Johannesburg
29 May 2013

Sponsor
Nedbank Capital

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