GROUP FIVE LIMITED - Results of annual general meeting

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: ZAE000027405
(“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 Thursday, 24 January 2019 were as follows:

 Resolution                                  Number of     Percentage          For**      Against**    Abstained***
                                              ordinary    of ordinary             %              %                %
                                                shares      shares in
                                                 voted         issue*
                                                                   %
 Ordinary resolution 1:
 Re-election of directors
 1.1 Election of Nonyameko Mandindi         66 815 963          59.52         99.13            0.87             0.13
     as a director
 1.2 Election of Michael Upton as a         66 751 884          59.46         91.50            8.50             0.19
     director
 Ordinary resolution 2:
 Election of group audit committee
 members
 2.1 Election of Cora Fernandez as          66 750 963          59.46         99.25            0.75             0.19
     member and chairperson of the
     group audit committee
 2.2 Election of Thabo Kgogo as             66 750 963          59.46         99.25            0.75             0.19
     member of the group audit
     committee
 2.3 Election of Michael Upton as           66 751 884          59.46         64.46           35.54             0.19
     member of the group audit
     committee
 Ordinary resolution 3:                     66 751 884          59.46         81.92           18.08             0.19
 Approval of remuneration policy,
 through a non-binding advisory vote
 Ordinary resolution 4:                     56 996 866          50.77         98.69            1.31             8.88
 Approval of remuneration
 implementation report, through a
 nonbinding advisory vote
 Ordinary resolution 5:                     66 816 884          59.52         72.82           27.18             0.13
 Re-appointment of auditors
 Ordinary resolution 6:                     66 966 884          59.65         62.23           37.77             0.00
 Control of authorised but unissued
 shares
 Ordinary resolution 7:                     66 816 884          59.52         99.25            0.75             0.13
 Authority to sign all documents
 required
 Special resolution 1                       66 729 884          59.44         82.28           17.72             0.21
 Authorisation of non-executive
 directors’ remuneration
 Special resolution 2                       66 966 884          59.65         99.10            0.90             0.00
 General authority to repurchase shares
 Special resolution number 3                57 212 787          50.97         99.12            0.88             8.69
 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
24 January 2019

Sponsor
Nedbank Corporate and Investment Banking

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