Dealing in securities by directors and 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 AND 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 major subsidiaries, is disclosed: Executive Director: MR Upton Position held: Chief Executive Officer Transaction date: 27 May 2014 Number of share 33 392 allocation rights: Strike price: R40.68 per share allocation right Transaction value: R1 358 386.56 Nature of Grant and acceptance of share transaction: allocation rights under the Group Five Long Term Incentive Plan (off market) Vesting periods: Annually in 33%, 33% and 34% portions from the third anniversary of the grant date Extent of interest: Direct beneficial Written clearance Yes obtained: Number of shares: 29 218 Strike price: R40.68 per share Transaction value: R1 188 588.24 Nature of Grant and acceptance of transaction: performance share award under the Group Five Long Term Incentive Plan (off market) Vesting period: The third anniversary of the grant date Extent of interest: Direct beneficial Written clearance Yes obtained: Number of shares: 8 208 Strike price: R40.68 per share Transaction value: R333 901.44 Nature of Grant and acceptance of bonus transaction: share award under the Group Five Long Term Incentive Plan (off market) Vesting period: The third anniversary of the grant date Extent of interest: Direct beneficial Written clearance Yes obtained: Executive Director: CM Teixeira Position held: Chief Financial Officer Transaction date: 27 May 2014 Number of share 22 026 allocation rights: Strike price: R40.68 per share allocation right Transaction value: R896 017.68 Nature of Grant and acceptance of share transaction: allocation rights under the Group Five Long Term Incentive Plan (off market) Vesting periods: Annually in 33%, 33% and 34% portions from the third anniversary of the grant date Extent of interest: Direct beneficial Written clearance Yes obtained: Number of shares: 12 802 Strike price: R40.68 per share Transaction value: R520 785.36 Nature of Grant and acceptance of transaction: performance share award under the Group Five Long Term Incentive Plan (off market) Vesting period: The third anniversary of the grant date Extent of interest: Direct beneficial Written clearance Yes obtained: Number of shares: 4 745 Strike price: R40.68 per share Transaction value: R193 026.60 Nature of Grant and acceptance of bonus transaction: share award under the Group Five Long Term Incentive Plan (off market) Vesting period: The third anniversary of the grant date Extent of interest: Direct beneficial Written clearance Yes obtained: Executive Director: P Le Sueur Office held: Director of a major subsidiary Name of Company: Group Five Construction Proprietary Limited Transaction date: 27 May 2014 Number of share 23 599 allocation rights: Strike price: R40.68 per share allocation right Transaction value: R 960 007.32 Nature of Grant and acceptance of share transaction: allocation rights under the Group Five Long Term Incentive Plan (off market) Vesting periods: Annually in 33%, 33% and 34% portions from the third anniversary of the grant date Extent of interest: Direct beneficial Written clearance Yes obtained: Number of shares: 13 717 Strike price: R40.68 per share Transaction value: R 558 007.56 Nature of Grant and acceptance of transaction: performance share award under the Group Five Long Term Incentive Plan (off market) Vesting period: The third anniversary of the grant date Extent of interest: Direct beneficial Written clearance Yes obtained: Number of shares: 4 684 Strike price: R40.68 per share Transaction value: R 190 545.12 Nature of Grant and acceptance of bonus transaction: share award under the Group Five Long Term Incentive Plan (off market) Vesting period: The third anniversary of the grant date Extent of interest: Direct beneficial Written clearance Yes obtained: Executive Director: WI Zeelie Office held: Director of a major subsidiary Name of Company: Group Five Construction Proprietary Limited Transaction date: 27 May 2014 Number of shares: 4 556 Exercise price per share: R43.16 Deemed transaction value: R196 636.96 Nature of transaction: Exercise of 21 543 share appreciation rights under the Group Five Share Appreciation Rights Scheme, with a strike price of R34.09 and settled by the delivery of 4 556 Group Five ordinary shares in terms of a set formula(off market) Extent of interest: Direct beneficial Written clearance Yes obtained: Number of shares: 6 919 Exercise price per share: R43.16 Deemed transaction value: R298 624.04 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 6 919 Group Five ordinary shares in terms of a set formula(off market) Extent of interest: Direct beneficial Written clearance Yes obtained: Johannesburg 28 May 2014 Sponsor Nedbank Capital Date: 28/05/2014 10:26:00 Produced by the JSE SENS Department. 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