Results of annual general meeting Group Five Limited (Registration number: 1969/000032/06) (Incorporated in the Republic of South Africa) Share Code: GRF ISIN Code: ZAE 000027405 ("Group Five" or “the company”) RESULTS OF ANNUAL GENERAL MEETING Group Five shareholders are advised that the voting results for the annual general meeting of Group Five held at the registered offices of the Company on 3 November 2015 were as follows: Resolution Number of Percentage For** Against** Abstained*** ordinary of ordinary % % % shares voted shares in issue* % Ordinary resolution number 1.1 86 055 832 76.69391 99.68584 0.31416 0.00277 Election of PM Mthethwa as a director of the company Ordinary resolution number 1.2 86 055 832 76.69391 98.67477 1.32523 0.00277 Election of NJ Chinyanta as a director of the company Ordinary resolution number 1.3 86 055 832 76.69391 99.00645 0.99355 0.00277 Election of SG Morris as a director of the company Ordinary resolution number 2.1 84 211 210 75.04996 98.37241 1.62759 1.64671 Election of SG Morris as member and chairperson of the Group Audit Committee Ordinary resolution number 2.2 85 023 989 75.77432 99.81419 0.18581 0.92236 Election of JL Job as member of the Group Audit Committee Ordinary resolution number 2.3 85 023 989 75.77432 98.65869 1.34131 0.92236 Election of KK Mpinga as member of the Group Audit Committee Ordinary resolution number 2.4 85 023 989 75.77432 99.81419 0.18581 0.92236 Election of B Ngonyama as member of the Group Audit Committee Ordinary resolution number 2.5 85 023 989 75.77432 98.65869 1.34131 0.92236 Election of VM Rague as member of the Group Audit Committee Ordinary resolution number 2.6 85 023 989 75.77432 98.65869 1.34131 0.92236 Election of MR Thompson as member of the Group Audit Committee Ordinary resolution number 3 86 054 734 76.69293 99.81642 0.18358 0.00374 Approval of remuneration policy through a non-binding advisory vote Ordinary resolution number 4 84 508 075 75.31453 89.01769 10.98231 1.38214 Re-appointment of auditors Ordinary resolution number 5 86 055 832 76.69391 86.66372 13.33628 0.00277 Control of authorised but unissued shares Ordinary resolution number 6 86 055 832 76.69391 99.99975 0.00025 0.00277 Authority to sign all documents required Special resolution number 1 86 055 832 76.69391 99.99975 0.00025 0.00277 Authorisation of non-executive directors’ remuneration Special resolution number 2 86 055 832 76.69391 99.00555 0.99445 0.00277 General authority to repurchase shares Special resolution number 3 86 055 832 76.69391 99.99847 0.00153 0.00277 General authority to provide financial assistance to related companies or inter-related companies * Based on 112 206 869 shares in issue at the date of the annual general meeting. ** In relation to the total number of shares voted at the annual general meeting. *** In relation to the total number of shares in issue at the date of the annual general meeting. Based on the above voting results, all resolutions were passed by the requisite majority of Group Five shareholders present in person or represented by proxy at the annual general meeting. Johannesburg 3 November 2015 Sponsor Nedbank CIB Date: 03/11/2015 02:20:00 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.