Dealing in securities by the company secretary and directors of major subsidiaries 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 THE COMPANY SECRETARY AND DIRECTORS OF MAJOR SUBSIDIARIES 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 major subsidiaries, is disclosed: Company secretary: N Katamzi Transaction date: 23 April 2014 Number of share appreciation rights: 7 618 Strike price: R40.68 per share appreciation right Transaction value: R309 900.24 Nature of transaction: Grant and acceptance of share appreciation rights under the Group Five Long Term Incentive Plan(off market) Vesting periods: Annually in 33%, 33% and 34% portions from third anniversary of the grant date Extent of interest: Direct beneficial Written clearance obtained: Yes Number of shares: 2 778 Strike price: R40.68 per share Transaction value: R113 009.04 Nature of transaction: Grant and acceptance of bonus share award under the Group Five Long Term Incentive Plan (off market) Vesting date: The third anniversary of the grant date Extent of interest: Direct beneficial Written clearance obtained: Yes Executive director: E C J Vemer Office held: Director of a major subsidiary Name of Company: Group Five Construction Proprietary Limited Transaction date: 23 April 2014 Number of share appreciation rights: 23 599 Strike price: R40.68 per share appreciation right Transaction value: R960 007.32 Nature of transaction: Grant and acceptance of share appreciation rights under the Group Five Long Term Incentive Plan (off market) Vesting periods: Annually in 33%, 33% and 34% portions from third anniversary of the grant date Extent of interest: Direct beneficial Written clearance obtained: Yes Number of shares: 13 717 Strike price: R40.68 per share Transaction value: R558 007.56 Nature of transaction: Grant and acceptance of performance share award under the Group Five Long Term Incentive Plan (off market) Vesting date: The third anniversary of the grant date Extent of interest: Direct beneficial Written clearance obtained: Yes Number of shares: 5 863 Strike price: R40.68 per share Transaction value: R238 506.84 Nature of transaction: Grant and acceptance of bonus share award under the Group Five Long Term Incentive Plan (off market) Vesting date: The third anniversary of grant date Extent of interest: Direct beneficial Written clearance obtained: Yes Executive director: J A Wallace Office held: Director of a major subsidiary Name of Company: Group Five Construction Proprietary Limited Transaction date: 23 April 2014 Number of share appreciation rights: 23 240 Strike price: R40.68 per share appreciation right Transaction value: R945 403.20 Nature of transaction: Grant and acceptance of share appreciation rights under the Group Five Long Term Incentive Plan (off market) Vesting periods: Annually in 33%, 33% and 34% portions from third anniversary of the grant date Extent of interest: Direct beneficial Written clearance obtained: Yes Number of shares: 13 508 Strike price: R40.68 per share Transaction value: R549 505.44 Nature of transaction: Grant and acceptance of performance share award under the Group Five Long Term Incentive Plan (off market) Vesting date: The third anniversary of the grant date Extent of interest: Direct beneficial Written clearance obtained: Yes Number of shares: 4 865 Strike price: R40.68 per share Transaction value: R197 908.20 Nature of transaction: Grant and acceptance of bonus share award under the Group Five Long Term Incentive Plan (off market) Vesting date: The third anniversary of grant date 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 April 2014 Number of share appreciation rights: 23 599 Strike price: R40.68 per share appreciation right Transaction value: R960 007.32 Nature of transaction: Grant and acceptance of share appreciation rights under the Group Five Long Term Incentive Plan (off market) Vesting periods: Annually in 33%, 33% and 34% portions from third anniversary of the grant date Extent of interest: Direct beneficial Written clearance obtained: Yes Number of shares: 13 717 Strike price: R40.68 per share Transaction value: R558 007.56 Nature of transaction: Grant and acceptance of performance share award under the Group Five Long Term Incentive Plan (off market) Vesting date: The third anniversary of the grant date Extent of interest: Direct beneficial Written clearance obtained: Yes Number of shares: 3 728 Strike price: R40.68 per share Transaction value: R151 655.04 Nature of transaction: Grant and acceptance of bonus share award under the Group Five Long Term Incentive Plan (off market) Vesting date: The third 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: 23 April 2014 Number of share appreciation rights: 11 360 Strike price: R40.68 per share appreciation right Transaction value: R462 124.80 Nature of transaction: Grant and acceptance of share appreciation rights under the Group Five Long Term Incentive Plan (off market) Vesting periods: Annually in 33%, 33% and 34% portions from third anniversary of the grant date Extent of interest: Direct beneficial Written clearance obtained: Yes Number of shares: 3 114 Strike price: R40.68 per share Transaction value: R126 677.52 Nature of transaction: Grant and acceptance of bonus share award under the Group Five Long Term Incentive Plan (off market) Vesting date: The third anniversary of grant date Extent of interest: Direct beneficial Written clearance obtained: Yes Executive director: J A E Stragier Office held: Director of a major subsidiary Name of Company: Everite Proprietary Limited Transaction date: 23 April 2014 Number of share appreciation rights: 14 465 Strike price: R40.68 per share appreciation right Transaction value: R588 436.20 Nature of transaction: Grant and acceptance of share appreciation rights under the Group Five Long Term Incentive Plan (off market) Vesting periods: Annually in 33%, 33% and 34% portions from third anniversary of the grant date Extent of interest: Direct beneficial Written clearance obtained: Yes Number of shares: 4 520 Strike price: R40.68 per share Transaction value: R183 873.60 Nature of transaction: Grant and acceptance of performance share award under the Group Five Long Term Incentive Plan (off market) Vesting date: The third anniversary of the grant date Extent of interest: Direct beneficial Written clearance obtained: Yes Number of shares: 2 820 Strike price: R40.68 per share Transaction value: R114 717.60 Nature of transaction: Grant and acceptance of bonus share award under the Group Five Long Term Incentive Plan (off market) Vesting date: The third anniversary of grant date Extent of interest: Direct beneficial Written clearance obtained: Johannesburg 24 April 2014 Sponsor Nedbank Capital Date: 24/04/2014 03:54:00 Produced by the JSE SENS Department. 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