Further trading statement and appointment of chairpersons of the reconstituted board and board committees 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") FURTHER TRADING STATEMENT AND APPOINTMENT OF CHAIRPERSONS OF THE RECONSTITUTED BOARD AND BOARD COMMITTEES TRADING STATEMENT Group Five advised shareholders on SENS on 24 July 2017 that it would report a loss per share and headline loss per share of at least 590 cents for the year ended 30 June 2017 compared to earnings per share of 375 cents and headline earnings per share of 335 cents for the year ended 30 June 2016. The group disclosed that it had not yet completed its review of the financial results for F2017, as a few estimate assessments required finalisation. In addition, it added that the results would require review and approval by the group’s new board of directors following their appointment at the group’s extraordinary general meeting on 24 July 2017 (“EGM”). Group Five confirms that it has completed the assessments required in terms of the full-year financial results and that these assessments have been reviewed and approved by the group’s new board of directors. The group now has more certainty on the actual range of the loss, and therefore provides this further trading statement. Shareholders are advised that, for the year ended 30 June 2017, the group expects: - Fully diluted headline earnings per share and headline earnings per share to be a loss of between 800 cents per share and 870 cents per share; and - Fully diluted earnings per share and earnings per share to be to be a loss of between 780 cents per share and 850 cents per share The loss has increased from the estimate provided in the trading update of 24 July 2017 mainly as a result of a more conservative approach adopted on the tax treatment of a transaction, and its resultant impact on the group’s deferred taxation asset, for accounting purposes. This results in a charge against earnings and a reduction of the groups deferred taxation asset, but without any resultant cash impact. To a lesser extent, a more cautious approach adopted on the profit recognition of a construction contract also contributed to the losses. Although comfortable with the estimated final outcome of the contract, the board deems it appropriate to reduce profit recognition at this stage until certain milestones have been achieved. This adjustment is also not expected to generate a negative cash impact. RECONSTITUTION OF THE BOARD Following the conclusion of the EGM and the acceptance by the directors of their election as non- executive directors of the group, Group Five announced its reconstituted board of directors on 25 July 2017. The board of directors is pleased to announce that, at a board meeting held on 11 August 2017, the chairperson of the main board and main board sub-committees were confirmed as follows: - Ms Nonyameko Mandindi was appointed as the chairperson of the main board - Ms Cora Fernandez was appointed as the chairperson of the audit committee, subject to shareholder approval at the next annual general meeting - Ms Jackie Huntley was appointed as the chairperson of the transformation & sustainability committee - Mr Nazeem Martin was appointed as the chairperson of the remuneration committee; and - Mr Edward Williams was appointed as the chairperson of the risk committee REPORTING The above information has not been reviewed or reported on by the group’s auditors. The group will release its full-year results on 22 August 2017 and will update the market in a presentation and international webcast in Johannesburg on the same day. The presentation and the audio playback thereof will be available for all stakeholders on the group's website, www.groupfive.co.za. 14 August 2017 Sponsor Nedbank Corporate and Investment Banking Date: 14/08/2017 04:12:00 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.