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: ZAE 000027405 ("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: A J McJannet Office held: Director of a major subsidiary Name of Company: Group Five Construction (Proprietary) Limited Transaction date: 23 May 2013 Number of shares: 6 121 Exercise price per share: R38.04 per share Deemed transaction value: R232 842.84 Nature of transaction: Exercise of 22 073 share appreciation rights under the Group Five Share Appreciation Rights Scheme, with a strike price of R27.70 and settled by the delivery of 6 121 Group Five ordinary shares in terms of a set formula(off market) 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: 23 May 2013 Number of shares: 30 571 Exercise price per share: R38.04 per share Deemed transaction value: R1 162 920.84 Nature of transaction: Exercise of 150 000 share appreciation rights under the Group Five Share Appreciation Rights Scheme, with a strike price of R30.44 and settled by the delivery of 30 571 Group Five ordinary shares in terms of a set formula(off market) Extent of interest: Direct beneficial Written clearance obtained: Yes Executive director: J A Wallace Office held: Director of a major subsidiary Name of Company: Everite (Proprietary) Limited Transaction date: 23 May 2013 Number of shares: 24 982 Exercise price per share: R38.04 per share Deemed transaction value: R950 315.28 Nature of transaction: Exercise of 99 000 share appreciation rights under the Group Five Share Appreciation Rights Scheme, with a strike price of R28.63 and settled by the delivery of 24 982 Group Five ordinary shares in terms of a set formula(off market) Extent of interest: Direct beneficial Written clearance obtained: Yes Executive director: W I Zeelie Office held: Director of a major subsidiary Name of Company: Group Five Construction (Proprietary) Limited Transaction date: 23 May 2013 Number of shares: 4 430 Exercise price per share: R38.04 per share Deemed transaction value: R168 517.20 Nature of transaction: Exercise of 41 819 share appreciation rights under the Group Five Share Appreciation Rights Scheme, with a strike price of R34.09 and settled by the delivery of 4 430 Group Five ordinary shares in terms of a set formula(off market) Number of shares: 5 323 Exercise price per share: R38.04 per share Deemed transaction value: R202 486.92 Nature of transaction: Exercise of 19 196 share appreciation rights under the Group Five Share Appreciation Rights Scheme, with a strike price of R27.70 and settled by the delivery of 5 323 Group Five ordinary shares in terms of a set formula(off market) Extent of interest: Direct beneficial Written clearance obtained: Yes Johannesburg 24 May 2013 Sponsor Nedbank Capital Date: 24/05/2013 12:01:00 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.