Dealing in securities by directors, 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 DIRECTORS, 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, the company secretary and directors of major subsidiaries, is disclosed: Executive Director: ECJ Vemer Position held: Chief Executive Officer Transaction date: 09 December 2015 Number of share 72 381 allocation rights: Strike price: R21.00 per share allocation right Transaction value: R1 520 001.00 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: 63 333 Strike price: R21.00 per performance share award Transaction value: R1 329 993.00 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: Executive Director: CM Teixeira Position held: Chief Financial Officer Transaction date: 07 December 2015 Number of share 50 651 allocation rights: Strike price: R21.00 per share allocation right Transaction value: R1 063 671.00 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: 29 441 Strike price: R21.00 per performance share award Transaction value: R618 261.00 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: Company Secretary NC Katamzi Transaction date: 07 December 2015 Number of share 14 659 allocation rights: Strike price: R21.00 per share allocation right Transaction value: R307 839.00 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: Executive Director: WI Zeelie Office held: Director of a major subsidiary Name of Company Group Five Construction (Proprietary) Limited Transaction date: 07 December 2015 Number of share 60 952 allocation rights: Strike price: R21.00 per share allocation right Transaction value: R1 279 992.00 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: 53 333 Strike price: R21.00 per performance share award Transaction value: R1 119 993.00 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: Executive Director: JW Hillary Office held: Director of a major subsidiary Name of Company Group Five Construction (Proprietary) Limited Transaction date: 07 December 2015 Number of share 43 398 allocation rights: Strike price: R21.00 per share allocation right Transaction value: R911 358.00 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: 25 225 Strike price: R21.00 per performance share award Transaction value: R529 725.00 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: Executive Director: LM Jones Office held: Director of a major subsidiary Name of Company Everite (Proprietary) Limited Transaction date: 07 December 2015 Number of share 27 733 allocation rights: Strike price: R21.00 per share allocation right Transaction value: R 582 393.00 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: 8 667 Strike price: R21.00 per performance share award Transaction value: R182 007.00 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: Executive Director: JA Wallace Office held: Director of a major subsidiary Name of Company Group Five Construction (Proprietary) Limited Transaction date: 07 December 2015 Number of share 52 084 allocation rights: Strike price: R21.00 per share allocation right Transaction value: R1 093 764.00 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: 30 274 Strike price: R21.00 per performance share award Transaction value: R635 754.00 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: Executive Director: GD Mottram Office held: Director of a major subsidiary Name of Company Group Five Construction (Proprietary) Limited Transaction date: 07 December 2015 Number of share 38 095 allocation rights: Strike price: R21.00 per share allocation right Transaction value: R 799 995.00 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: 22 143 Strike price: R21.00 per performance share award Transaction value: R 465 003.00 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: Executive Director: JAE Stragier Office held: Director of a major subsidiary Name of Company Everite (Proprietary) Limited Transaction date: 09 December 2015 Number of share 31 863 allocation rights: Strike price: R21.00 per share allocation right Transaction value: R 669 123.00 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: 9 957 Strike price: R21.00 per performance share award Transaction value: R 209 097.00 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: Johannesburg 10 December 2015 Sponsor Nedbank Corporate and Investment Banking Date: 10/12/2015 01:16:00 Produced by the JSE SENS Department. 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