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 Date: 24/01/2019 01:10:00 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.