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 31 October 2016 were as follows: Resolution Number of Percentage For** Against** Abstained*** ordinary of ordinary % % % shares voted shares in issue* % Ordinary resolution number 1: 87 844 092 78.25 98.53 1.47 0 Re-election of directors 1.1 Election of B Ngonyama as a director 1.2 Election of W Louw as a 87 844 092 78.25 100 0 0 director 1.2 Election of VM Rague as a 87 844 092 78.25 99.92 0.08 0 director Ordinary resolution number 2: 87 844 092 78.25 98.53 1.47 0 Election of group audit committee members 2.1 Election of B Ngonyama as member and chairperson of the group audit committee 2.2 Election of KK Mpinga as 87 844 092 78.25 87.29 12.71 0 member of the group audit committee 2.3 Election of VM Rague as 87 844 092 78.25 100 0 0 member of the group audit committee 2.4 Election of MR Thompson as 87 844 092 78.25 100 0 0 member of the group audit committee Ordinary resolution number 3 87 844 092 78.25 89.50 10.50 0 Approval of remuneration policy, through a non-binding advisory vote Ordinary resolution number 4 87 135 413 77.62 86.69 13.31 0 Re-appointment of auditors Ordinary resolution number 5 87 844 092 78.25 76.90 23.10 0 Control of authorised but unissued shares Ordinary resolution number 6 87 707 203 78.13 99.95 0.05 0.12 Authority to sign all documents required Resolution Number of Percentage For** Against** Abstained*** ordinary of ordinary % % % shares voted shares in issue* % Special resolution number 1 87 844 092 78.25 99.84 0.16 0 Authorisation of non-executive directors’ remuneration Special resolution number 2 87 844 092 78.25 99.87 0.13 0 General authority to repurchase shares Special resolution number 3 87 844 092 78.25 100 0 0 General authority to provide financial assistance to related or inter-related companies * Based on 112 258 283 ordinary 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 2 November 2016 Sponsor Nedbank Corporate and Investment Banking Date: 02/11/2016 09:45:00 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.