Dealing in securities by directors 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 DIRECTORS 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 of a major subsidiary, is disclosed: Executive director: J A E Stragier Office held: Director of a major subsidiary Name of Company: Everite Proprietary Limited Transaction date: 21 May 2013 Number of share appreciation rights: 48 100 Strike price: R34.42 per share appreciation right Transaction value: R1 655 602 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 Executive director: L M Jones Office held: Director of a major subsidiary Name of Company: Everite Proprietary Limited Transaction date: 21 May 2013 Number of share appreciation rights: 25 200 Strike price: R34.42 per share appreciation right Transaction value: R867 384 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 Executive director: G D Mottram Office held: Director of a major subsidiary Name of Company: Group Five Construction (Proprietary) Limited Transaction date: 22 May 2013 Number of share appreciation rights: 71 706 Strike price: R34.42 per share appreciation right Transaction value: R2 468 120.52 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 Executive director: P le Sueur Office held: Director of a major subsidiary Name of Company: Group Five Construction (Proprietary) Limited Transaction date: 22 May 2013 Number of shares: 36 330 Exercise price per share: R37.35 per share Deemed transaction value: R1 356 925.50 Nature of transaction: Exercise of 200 000 share appreciation rights under the Group Five Share Appreciation Rights Scheme, with a strike price of R30.44 and settled by the delivery of 36 330 Group Five ordinary shares in terms of a set formula(off market) Extent of interest: Direct beneficial Written clearance obtained: Yes Johannesburg 23 May 2013 Sponsor Nedbank Capital Date: 23/05/2013 12:59:00 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.