Dealing in securities by 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 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 directors of a major subsidiary, is disclosed: Executive Director: J Doorasamy Office held: Director of a major subsidiary Name of Company Group Five Construction Limited Transaction date: 31 August 2016 Number of share allocation rights: 34 409 Strike price: R25.11 per share allocation right Transaction value: R 864 009.99 Nature of transaction: Grant and acceptance of share 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 obtained: Yes Number of shares: 20 000 Strike price: R25.11 per share Transaction value: R502 200.00 Nature of transaction: Grant and acceptance of 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 obtained: Yes Number of shares: 6 047 Strike price: R25.11 per share Transaction value: R 151 840.17 Nature of transaction: Grant and acceptance of bonus 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 obtained: Yes Executive Director: JA Wallace Office held: Director of a major subsidiary Name of Company: Group Five Construction Limited Transaction date: 31 August 2016 Number of share allocation rights: 46 197 Strike price: R25.11 per share allocation right Transaction value: R1 160 006.67 Nature of transaction: Grant and acceptance of share 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 obtained: Yes Number of shares: 26 852 Strike price: R25.11 per share Transaction value: R674 253.72 Nature of transaction: Grant and acceptance of 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 obtained: Yes Number of shares: 8 464 Strike price: R25.11 per share Transaction value: R212 531.04 Nature of transaction: Grant and acceptance of bonus 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 obtained: Yes Executive Director: JW Hillary Office held: Director of a major subsidiary Name of Company: Group Five Construction Limited Transaction date: 2 September 2016 Number of share allocation rights: 40 781 Strike price: R25.11 per share allocation right Transaction value: R 1 024 010.91 Nature of transaction: Grant and acceptance of share 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 obtained: Yes Number of shares: 23 704 Strike price: R25.11 per share Transaction value: R595 207.44 Nature of transaction: Grant and acceptance of 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 obtained: Yes Number of shares: 11 413 Strike price: R25.11 per share Transaction value: R 286 580.43 Nature of transaction: Grant and acceptance of bonus 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 obtained: Yes Executive Director: GD Mottram Office held: Director of a major subsidiary Name of Company: Group Five Construction Limited Transaction date: 5 September 2016 Number of share allocation rights: 34 409 Strike price: R25.11 per share allocation right Transaction value: R 864 009.99 Nature of transaction: Grant and acceptance of share 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 obtained: Yes Number of shares: 20 000 Strike price: R25.11 per share Transaction value: R502 200.00 Nature of transaction: Grant and acceptance of 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 obtained: Yes Number of shares: 6 047 Strike price: R25.11 per share Transaction value: R 151 840.17 Nature of transaction: Grant and acceptance of bonus 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 obtained: Yes Johannesburg 5 September 2016 Sponsor Nedbank Corporate and Investment Banking Date: 05/09/2016 05:11:00 Produced by the JSE SENS Department. 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