Dealing in securities by directors, company secretary 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, COMPANY SECRETARY 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, the company secretary and directors of major subsidiaries, is disclosed: Executive Director: ECJ Vemer Position held: Chief Executive Officer Transaction date: 19 February 2015 Number of share 53 125 allocation rights: Strike price: R25.60 per share allocation right Transaction value: R1 360 000.00 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: 46 484 Strike price: R25.60 per share Transaction value: R1 189 990.40 Nature of Grant and acceptance of transaction: performance share awards 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: 11 093 Strike price: R25.60 per share Transaction value: R283 980.80 Nature of Grant and acceptance of bonus transaction: share awards 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: 19 February 2015 Number of share 37 762 allocation rights: Strike price: R25.60 per share allocation right Transaction value: R966 707.20 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: 21 949 Strike price: R25.60 per share Transaction value: R561 894.40 Nature of Grant and acceptance of transaction: performance share awards 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: 9 381 Strike price: R25.60 per share Transaction value: R240 153.60 Nature of Grant and acceptance of bonus transaction: share awards 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: Company Secretary NC Katamzi Transaction date: 19 February 2015 Number of share 11 687 allocation rights: Strike price: R25.60 per share allocation right Transaction value: R299 187.20 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: 4 837 Strike price: R25.60 per share Transaction value: R123 827.20 Nature of Grant and acceptance of bonus transaction: share awards 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: J Doorasamy Office held: Director of a major subsidiary Name of Company Group Five Construction (Proprietary) Limited Transaction date: 19 February 2015 Number of share 27 937 allocation rights: Strike price: R25.60 per share allocation right Transaction value: R 715 187.20 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: 16 238 Strike price: R25.60 per share Transaction value: R415 692.80 Nature of Grant and acceptance of transaction: performance share awards 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: 5 015 Strike price: R25.60 per share Transaction value: R 128 384.00 Nature of Grant and acceptance of bonus transaction: share awards 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: JW Hillary Office held: Director of a major subsidiary Name of Company Group Five Construction (Proprietary) Limited Transaction date: 19 February 2015 Number of share 33 298 allocation rights: Strike price: R25.60 per share allocation right Transaction value: R852 428.80 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: 19 354 Strike price: R25.60 per share Transaction value: R495 462.40 Nature of Grant and acceptance of transaction: performance share awards 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: 8 386 Strike price: R25.60 per share Transaction value: R214 681.60 Nature of Grant and acceptance of bonus transaction: share awards 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: LM Jones Office held: Director of a major subsidiary Name of Company Everite (Proprietary) Limited Transaction date: 19 February 2015 Number of share 21 325 allocation rights: Strike price: R25.60 per share allocation right Transaction value: R 545 920.00 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: 6 664 Strike price: R25.60 per share Transaction value: R170 598.40 Nature of Grant and acceptance of transaction: performance share awards 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: 4 680 Strike price: R25.60 per share Transaction value: R 119 808.00 Nature of Grant and acceptance of bonus transaction: share awards 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: ST Mosai Office held: Director of a major subsidiary Name of Company Group Five Construction (Proprietary) Limited Transaction date: 19 February 2015 Number of share 25 000 allocation rights: Strike price: R25.60 per share allocation right Transaction value: R 640 000.00 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: 14 531 Strike price: R25.60 per share Transaction value: R 371 993.60 Nature of Grant and acceptance of transaction: performance share awards 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: 4 368 Strike price: R25.60 per share Transaction value: R 111 820.80 Nature of Grant and acceptance of bonus transaction: share awards 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: GD Mottram Office held: Director of a major subsidiary Name of Company Group Five Construction (Proprietary) Limited Transaction date: 19 February 2015 Number of share 27 612 allocation rights: Strike price: R25.60 per share allocation right Transaction value: R 706 867.20 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: 8 628 Strike price: R25.60 per share Transaction value: R 220 876.80 Nature of Grant and acceptance of transaction: performance share awards 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: 7 618 Strike price: R25.60 per share Transaction value: R 195 020.80 Nature of Grant and acceptance of bonus transaction: share awards 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: JAE Stragier Office held: Director of a major subsidiary Name of Company Everite (Proprietary) Limited Transaction date: 19 February 2015 Number of share 24 625 allocation rights: Strike price: R25.60 per share allocation right Transaction value: R 630 400.00 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: 7 695 Strike price: R25.60 per share Transaction value: R 196 992.00 Nature of Grant and acceptance of transaction: performance share awards 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: 6 258 Strike price: R25.60 per share Transaction value: R 160 204.80 Nature of Grant and acceptance of bonus transaction: share awards 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: JA Wallace Office held: Director of a major subsidiary Name of Company Group Five Construction (Proprietary) Limited Transaction date: 19 February 2015 Number of share 39 512 allocation rights: Strike price: R25.60 per share allocation right Transaction value: R1 011 507.20 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: 22 966 Strike price: R25.60 per share Transaction value: R587 929.60 Nature of Grant and acceptance of transaction: performance share awards 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: 9 998 Strike price: R25.60 per share Transaction value: R255 948.80 Nature of Grant and acceptance of bonus transaction: share awards 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: 19 February 2015 Number of share 46 875 allocation rights: Strike price: R25.60 per share allocation right Transaction value: R1 200 000.00 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: 27 246 Strike price: R25.60 per share Transaction value: R697 497.60 Nature of Grant and acceptance of transaction: performance share awards 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: 6 328 Strike price: R25.60 per share Transaction value: R161 996.80 Nature of Grant and acceptance of bonus transaction: share awards 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: Johannesburg 20 February 2015 Sponsor Nedbank Capital Date: 20/02/2015 02:50:00 Produced by the JSE SENS Department. 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