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: ZAE 000027405
("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 directors, the
company secretary and directors of major subsidiaries, is
disclosed:

Executive Director:        ST Mosai
Office held:               Director of a major subsidiary
Name of Company            Group Five Construction
                           (Proprietary) Limited
Transaction date:          14 December 2015

Number of share            32 579
allocation rights:
Strike price:              R21.00 per share allocation
                           right
Transaction value:         R684 159.00
Nature of                  Grant and acceptance of share
transaction:               allocation rights under the
                           Group Five Long Term Incentive
                           Plan (off market)
Vesting periods:           Annually in 33%, 33% and 34%
                           portions from the third
                           anniversary of the grant date
Extent of interest:        Direct beneficial
Written clearance          Yes
obtained:

Number of shares:          18 937
Strike price:              R21.00 per performance share
                           award
Transaction    value:      R397 677.00
Nature of                  Grant and acceptance of
transaction:               performance share awards under
                           the Group Five Long Term
                           Incentive Plan (off market)
Vesting period:            The third anniversary of the
                           grant date
Extent of interest:        Direct beneficial
Written    clearance       Yes
obtained:


Johannesburg
17 December 2015

Sponsor
Nedbank Corporate and Investment Banking

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