Dealing in securities by 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 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: Executive director: A J McJannet Office held: Director of a major subsidiary Name of Company: Group Five Construction Proprietary Limited Transaction date: 25 April 2014 Number of share appreciation rights: 24 779 Strike price: R40.68 per share appreciation right Transaction value: R1 008 009.72 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: 21 681 Strike price: R40.68 per share Transaction value: R881 983.08 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: 4 160 Strike price: R40.68 per share Transaction value: R169 228.80 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: G D Mottram Office held: Director of a major subsidiary Name of Company: Group Five Construction Proprietary Limited Transaction date: 25 April 2014 Number of share appreciation rights: 16 181 Strike price: R40.68 per share appreciation right Transaction value: R658 243.08 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: 5 056 Strike price: R40.68 per share Transaction value: R205 678.08 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: 3 441 Strike price: R40.68 per share Transaction value: R139 979.88 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 Johannesburg 29 April 2014 Sponsor Nedbank Capital Date: 29/04/2014 09:52:00 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.