Results of extraordinary general meeting and changes to the board Group Five Limited (Registration number: 1969/000032/06) (Incorporated in the Republic of South Africa) Share Code: GRF ISIN Code: ZAE000027405 (“Group Five” or “the company”) RESULTS OF EXTRAORDINARY GENERAL MEETING (“EGM”) AND CHANGES TO THE BOARD Results of EGM Group Five shareholders are advised that the voting results for the EGM of Group Five held at the registered offices of the company on 24 July 2017 were as follows: Resolution Number of Percentage For** Against** Abstained*** ordinary of ordinary % % % shares shares in voted issue* % Ordinary resolution number 1: 103 277 409 92.00 99.33 0.67 1.79 Election of Reitumetse Jackie Huntley as a non-executive director of the company Ordinary resolution number 2: 103 277 409 92.00 66.68 33.32 1.79 Election of Nazeem Martin as a non-executive director of the company Ordinary resolution number 3 103 277 409 92.00 97.71 2.29 1.79 Election of Nonyameko Mandindi as a non-executive director of the company Ordinary resolution number 4 103 277 409 92.00 74.42 25.58 1.79 Election of Dr John Leonard Job as a non-executive director of the company Ordinary resolution number 5 102 590 258 91.39 61.16 38.84 2.40 Election of Michael Robert Upton as a non-executive director of the company Ordinary resolution number 6 102 057 284 90.91 65.09 34.91 2.88 Election of Cora Fernandez as a non-executive director of the company Ordinary resolution number 7 99 686 415 88.80 95.67 4.33 4.99 Election of Dr Thabo Cliford Kgogo as a non-executive director of the company Ordinary resolution number 8 102 053 180 90.91 57.73 42.27 2.88 Election of Edward Boetie Williams as a non-executive director of the company * Based on 112 258 283 ordinary shares in issue at the date of the EGM. ** In relation to the total number of ordinary shares voted at the EGM. *** In relation to the total number of ordinary shares in issue at the date of the EGM. As released on SENS on 12 July 2017, Ordinary resolution number 9 relating to the appointment of Ms Keneilwe Moloko was retracted. 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 EGM. Changes to the board Following the conclusion of the EGM and acceptance by the directors of their election as non-executive directors of the company, the board of Group Five is pleased to announce the appointments of: - Ms Reitumetse Jackie Huntley; - Mr Nazeem Martin; - Ms Nonyameko Mandindi; - Dr John Leonard Job; - Mr Michael Robert Upton; - Ms Cora Fernandez; - Dr Thabo Cliford Kgogo; and - Mr Edward Boetie Williams, as non-executive directors to its board with immediate effect. Johannesburg 25 July 2017 Sponsor Nedbank Corporate and Investment Banking Date: 25/07/2017 07:30:00 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.