Group Five Limited placed in business rescue and suspension of listing of Group Five shares 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") GROUP FIVE LIMITED PLACED IN BUSINESS RESCUE AND SUSPENSION OF LISTING OF GROUP FIVE SHARES Introduction Group Five, its wholly-owned subsidiary, Group Five Construction Proprietary Limited ("G5 Construction"), and a number of other direct and indirect subsidiaries (collectively the "Group Five Group") have for some time been experiencing cash flow difficulties emanating from, among other things, significant operating losses and negative cash flows in G5 Construction and its direct and indirect subsidiaries (“G5 Construction Group”) from operating activities. In order to alleviate the cash flow constraints of the G5 Construction Group, bridge funding in the sum of R650 million was sought by G5 Construction from a consortium of lenders (the "Lending Consortium") and was granted to G5 Construction in April 2018 (the "Bridge Funding Facilities"). As an element of the provision of the Bridge Funding Facilities, the Company and a number of other companies within the Group Five Group guaranteed to the Lending Consortium the payment and other obligations (collectively the "Debt Obligations") of (i) G5 Construction to the Lending Consortium under or in relation to the Bridge Funding Facilities and (ii) various members of the Group Five Group to individual members of the Lending Consortium in respect of various other banking, guarantee and like facilities provided from time to time by those individual members of the Lending Consortium to those members of the Group Five Group (the "Relevant Guarantee Arrangements"). The Company's and G5 Construction Group's financial constraints were exacerbated following the calling of the guarantees in issue of US$62,7million on or about 16 November 2018 and $43,8 million on or about 6 December 2018, relating to the construction contract known as the Kpone Gas and Oil-Fired Combined Cycle EPC Power Plant Contract which the client terminated on or about 30 November 2018. G5 Construction Group is currently conducting retrenchment proceedings and it is estimated that a significant amount of severance pay will become payable to retrenched employees pursuant thereto. On 22 February 2019, G5 Construction sought additional bridge funding from the Lending Consortium for the G5 Construction Group's immediate short term working capital requirements. Whilst G5 Construction's management and board of directors at the time believed that there was a reasonable prospect of this bridge funding being provided, on 4 March 2019, the Lending Consortium regrettably advised G5 Construction that its request for this funding could not be accommodated given inter alia (i) the sums of money and/or guarantee facilities already provided by the Lending Consortium and/or its individual members to the Group Five Group, (ii) the lack of certainty that any further funds provided would adequately meet G5 Construction Group's ongoing working capital requirements and (iii) Group Five Group's inadequate balance sheet capabilities and income generating capabilities to successfully service and repay existing debt and any further debt to be incurred. Absent this bridge funding, and having obtained the prerequisite legal and accounting advice, the board of directors of the Company has determined that Group Five and G5 Construction were or would be facing circumstances constituting “financial distress” within the meaning of the Companies Act No 71 of 2008 (“Companies Act”). The financial distress of G5 Construction has a direct and like adverse impact on the Company, by virtue of the fact that the Company has (pursuant to the Relevant Guarantee Arrangements) bound itself as co-principal obligor with G5 Construction to the Lending Consortium in respect of the Debt Obligations and therefore it appears to be reasonably unlikely that the Company will be able to pay all of its debts as they fall due and payable within the immediately ensuing six months. As a result, the board of directors of Group Five and G5 Construction have resolved to place each of these companies into business rescue in accordance with Chapter 6 of the Companies Act. Group Five has resolved to appoint David Lake and Peter van den Steen of Metis Corporate Advisory as business rescue practitioners for each of Group Five and G5 Construction. The requisite documents were lodged with the Companies and Intellectual Property Commission ("CIPC") on 11 March 2019 and the Company and G5 Construction await confirmation of filing from the CIPC. In the light of these decisions, the board of directors of the Company has applied to the JSE Limited (“JSE”) (and was granted approval by the JSE) for the suspension of trading in the Company's shares on the JSE with immediate effect in terms of paragraph 1.10 of the Listings Requirements of the JSE. The board considers this decision to be prudent and in the best interests of shareholders while the Company and its business rescue practitioners seek pre- commencement finance to address the financial distress of the Group Five Group and explore solutions to the current situation facing the Group Five Group. Shareholders are further advised that there is a slim chance for any realisation of value. However, the board of directors of Group Five will continue to assess any expressions of interest as communicated previously to shareholders. Shareholders will be updated as further material information becomes available and are advised to exercise caution in relation to the Company. 12 March 2019 Sponsor Nedbank Corporate and Investment Banking Date: 12/03/2019 10:27:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 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