Strategic equity partnership with Aberdeen – GTC portion of transaction reaches financial close Group Five Limited (Incorporated in the Republic of South Africa) (Registration number: 1969/000032/06) Share code: GRF ISIN: ZAE000027405 ("Group Five” or "the Company" or "the Group") STRATEGIC EQUITY PARTNERSHIP WITH ABERDEEN – GTC PORTION OF TRANSACTION REACHES FINANCIAL CLOSE Shareholders had been previously advised, via a JSE SENS announcement issued on 5th December 2016, that the Company had entered into a sale and purchase agreement and shareholders agreement with Aberdeen Infrastructure Funds ("AIF”) pursuant to which AIF would acquire a 49.99% stake in Intertoll Europe’s underlying Public-Private-Partnership ("PPP") project investment portfolio, which houses Group Five’s key European investment and concession assets for a total cash consideration of approximately EUR43.0 million ("the Transaction"). Intertoll Europe’s PPP project investment portfolio comprises a 15.00% holding in Gdansk Transport Company SA ("GTC"), a 10.00% holding in Mecsek autopalya koncesszios zrt ("M6 Mecsek") and a 12.67% holding in M6 Duna autopalya koncesszios zrt ("M6 Duna"). (Intertoll Europe's interests in GTC, M6 Mecsek and M6 Duna are together the "Seed Assets", detailed below). Road Concessions Country Financial Close Km Intertoll Equity Concessions period GTC (Phase 1)* Poland 2005 151 15.00% 30 years GTC (Phase 2)* Poland 2009 M6 Mecsek Hungary 2007 78 10.00% 28 years M6 Duna Hungary 2006 59 12.67% 20 years *Collectively referred to as GTC Following implementation of the Transaction, Group Five will hold 50.01% of the Seed Assets and AIF will hold the remaining 49.99%. Both parties' interests in the Seed Assets will be held through Intertoll Capital Partners BV, a joint venture established to facilitate this partnership (the "JV") with the parties’ relative interests within the JV subject to change based on future investments. The Transaction creates a strategic alliance with AIF, who will co-invest with the Company in future projects that provide access to capital, improving Group Five’s ability to participate in the development, investment, operations and maintenance of global concession assets. Intertoll Europe will retain its entire Operations and Maintenance ("O&M") capability and current contract portfolio, whilst enhancing its prospects to secure new projects. Update on fulfilment of the conditions precedent The group is pleased to announce that financial close, on the GTC portion of the Transaction, has been achieved following the fulfilment of the conditions precedent to the Transaction on these assets. Financial close on the M6 assets is expected before 30 June 2017. Johannesburg 12 May 2017 Financial Advisor and Transaction Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Legal Advisor HOGAN LOVELLS Sponsor NEDBANK CORPORATE AND INVESTMENT BANKING Date: 12/05/2017 07:10:00 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.