Dealing in Securities by Director and 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 DIRECTOR AND 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 a director and a director of a major subsidiary, is disclosed: Executive Director: MR Upton Position held: Chief Executive Officer Transaction date: 04 April 2014 Number of shares: 12 002 Exercise price per share: R44.47 per share Deemed transaction value: R533 728.94 Nature of transaction: Exercise of 51 165 share appreciation rights under the Group Five Share Appreciation Rights Scheme, with a strike price of R34.09 and settled by the delivery of 12 002 Group Five ordinary shares in terms of a set formula(off market) Extent of interest: Direct beneficial Written clearance obtained: Yes Transaction date: 04 April 2014 Number of shares: 17 278 Exercise price per share: R44.47 per share Deemed transaction value: R768 352.66 Nature of transaction: Exercise of 45 591 share appreciation rights under the Group Five Share Appreciation Rights Scheme, with a strike price of R27.70 and settled by the delivery of 17 278 Group Five ordinary shares in terms of a set formula(off market) Extent of interest: Direct beneficial Written clearance obtained: Yes Transaction date: 04 April 2014 Number of securities: 45 019 Price per security: R44.5046 per share Deemed transaction value: R2 003 552.59 Nature of transactions: Disposal of shares on the open market Extent of interest: Direct beneficial Written clearance obtained: Yes Mr. M R Upton wishes shareholders to note the sale was made in order to settle the personal income tax liability against previous dealings in GRF shares acquired under the Group Five Share Appreciation Rights scheme. Executive director: ECJ Vemer Office held: Director of a major subsidiary Name of Company: Group Five Construction (Proprietary) Limited Transaction date: 04 April 2014 Number of shares: 9 439 Exercise price per share: R44.47 per share Deemed transaction value: R419 752.33 Nature of transaction: Exercise of 24 905 share appreciation rights under the Group Five Share Appreciation Rights Scheme, with a strike price of R27.70 and settled by the delivery of 9 439 Group Five ordinary shares in terms of a set formula(off market) Extent of interest: Direct beneficial Written clearance obtained: Yes Transaction date: 04 April 2014 Number of shares: 6 528 Exercise price per share: R44.47 per share Deemed transaction value: R290 300.16 Nature of transaction: Exercise of 27 827 share appreciation rights under the Group Five Share Appreciation Rights Scheme, with a strike price of R34.09 and settled by the delivery of 6 528 Group Five ordinary shares in terms of a set formula(off market) Extent of interest: Direct beneficial Written clearance obtained: Yes Johannesburg 07 April 2014 Sponsor Nedbank Capital Date: 07/04/2014 02:44:00 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.