Update to shareholders regarding the adoption of the Group Five Long Term Incentive Plan (“LTIP”) Group Five Limited (Incorporated in the Republic of South Africa) (Registration number 1969/000032/06) Share code: GRF ISIN: ZAE 000027405 (“Group Five” or “the company”) UPDATE TO SHAREHOLDERS REGARDING THE ADOPTION OF THE GROUP FIVE LONG TERM INCENTIVE PLAN (“LTIP”) Group Five shareholders are referred to the circular dated 29 October 2012 regarding, inter alia, the adoption of the LTIP and its salient features. ADDITIONAL INFORMATION Group Five shareholders have requested that Group Five provide additional information and clarification on the proposed LTIP, including the suggested criteria to be applied in determining eligibility of award against pre-determined performance targets. Accordingly, a detailed summary of the LTIP, which addresses such requests, has been prepared to assist shareholders and is available on Group Five’s website, www.groupfive.co.za. AMMENDMENT TO CIRCULAR Group Five shareholders are further advised that paragraph 7.2.3 of the salient features of the LTIP contained in annexure V of the circular should be amended to read as follows: “Unless the board determines otherwise, if a participant ceases to be employed by the Group by reason of misconduct, poor performance or resignation by the participant, any Performance Shares available to be settled shall be cancelled and shall not be settled.” Johannesburg 22 November 2012 Investment bank and sponsor Nedbank Capital Date: 22/11/2012 01:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.