NOTICE OF THE AGM

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” or “the group”)

Notice of annual general meeting

Notice is hereby given that the annual general meeting of shareholders of the company will be held at the registered office of Group Five, 371 Rivonia Boulevard, Rivonia, on Tuesday 8 November 2011 at 11:00, for the purpose of dealing with the following business and considering, and if deemed fit, passing with or without modification, the following resolutions:

1.	ORDINARY RESOLUTION NUMBER 1: approval of annual financial statements
	To receive, consider and approve the annual financial statements of the group for the year ended 30 June 2011, together with the directors’ and independent auditors’ reports and the audit committee’s report.
2.	ORDINARY RESOLUTION NUMBER 2.1 to 2.5: election of directors
	To elect by separate resolutions, directors of the company in accordance with the Companies Act No.71 of 2008 [as amended] [“the Companies Act”] and the company’s Memorandum of Incorporation which provide that: at least one-third of the directors, being those longest in office at the date of the annual general meeting, should retire, but that such directors may offer themselves for re-election; and the appointment of directors by the board of directors since the previous annual general meeting be ratified by shareholders at the next following annual general meeting.
2.1	ORDINARY RESOLUTION NUMBER 2.1
	P Buthelezi who retires by rotation and being eligible offers herself for re-election; and
2.2	ORDINARY RESOLUTION NUMBER 2.2
	LE Bakoro who retires by rotation and being eligible offers herself for re-election; and
2.3	ORDINARY RESOLUTION NUMBER 2.3
	JL Job who retires by rotation and being eligible offers himself for re-election; and
2.4	ORDINARY RESOLUTION NUMBER 2.4
	OA Mabandla in ratification of an appointment by the board of directors on August 01, 2011; and
2.5	ORDINARY RESOLUTION NUMBER 2.5
	DDS Robertson, in ratification of an appointment by the board of directors on August 01, 2011. A brief CV in respect of each director standing for re-election appears on pages 31 and 32 on the CD contained within this integrated report.
3.	ORDINARY RESOLUTION NUMBER 3: re-appointment of auditors
	To re-appoint PricewaterhouseCoopers Inc., with the designated audit partner being Mr AJ Rossouw, as independent auditors of the company for the ensuing year and that the term of engagement and fees be determined by the Audit Committee.
4.	ORDINARY RESOLUTION NUMBER 4: remuneration of non-executive directors
	To ratify the remuneration of non-executive directors for the year ended 30 June 2011 (refer to page 72 of annual report).
5.	SPECIAL RESOLUTION NUMBER 1: authorisation of non-executive directors remuneration
	“RESOLVED THAT the proposed remuneration of non-executive directors for the year ended 30 June 2012 be approved as follows:   F2012   F2011   Main board – chairperson R739 450   R697 600   Lead Independent Director R318 000   R300 000   Main board – non-executive director R184 440   R174 000   Audit committee – chairperson R184 440   R174 000   Audit committee – member and attendee R92 430   R87 200   Remuneration committee – chairperson R92 430   R87 200   Remuneration committee – member and attendee R64 660   R46 000   Risk committee – chairperson R122 960   R116 000   Risk committee – member and attendee R64 660   R61 000   Nominations committee – chairperson (included in chairpersons fee) R92 430   R87 200   Nominations committee – member R48 760   R46 000   SED committee – chairperson R122 960   R116 000   SED committee – member and attendee R64 660   R61 000   Extraordinary services –per hour R 2 650   R2 500
6.	ORDINARY RESOLUTION NUMBER 5: Control of authorised but unissued shares
	“RESOLVED THAT the authorised but unissued shares in the capital of the company be and are hereby placed under the control and authority of the directors of the company and that the directors of the company be and are hereby authorised and empowered to allot, issue and otherwise dispose of such shares to such person or persons on such terms and conditions and at such times as the directors of the company may from time to time and at their discretion deem fit, subject to the provisions of the Companies Act, the Memorandum of Incorporation of the company and the JSE Limited (“JSE”) Listings Requirements, when applicable. The issuing of shares granted under this authority will be limited to Group Five’s existing contractual obligations to issue shares, including for purposes of the Group Five Share Appreciation Right Scheme approved in October 13, 2010, any scrip dividend and/or capitalisation share award, and shares required to be issued for the purpose of carrying out the terms of the Group Five Share Appreciation Right Scheme.’
7.	ORDINARY RESOLUTION NUMBER 6: Appointment of group audit committee members
	Subject, where necessary, to their reappointment as directors of the company in terms of the resolutions in paragraph 2 above: “RESOLVED THAT the following directors of the company shall comprise the Group Five Audit Committee, being appointed in accordance with the recommendations of King Code of Governance for South Africa 2009 (“King III”) and section 94 of the Companies Act: SG Morris (Chairperson), LE Bakoro, L Chalker, KK Mpinga, all of whom are independent non-executive directors and fulfil the requirements of s94 (4) of the Companies Act.”
8.	ORDINARY RESOLUTION NUMBER 7: Approval of remuneration policy
	“RESOLVED to approve, through a non-binding advisory vote, the company’s remuneration policy and its implementation, as set out in the Remuneration Report contained in the annual report.”
9.	SPECIAL RESOLUTION NUMBER 2: General authority to repurchase shares
	“RESOLVED THAT, subject to compliance with the JSE Limited (“JSE”) Listings Requirements, the Companies Act and the Memorandum of Incorporation of the company, the directors of the company be and are hereby authorised at their discretion to procure that the company or subsidiaries of the company acquire by repurchase on the JSE ordinary shares issued by the company provided that: the number of ordinary shares acquired in any one financial year shall not exceed 20% of the ordinary shares in issue at the date on which this resolution is passed; this must be effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the company and the counter party; this authority shall lapse on the earlier of the date of the next annual general meeting of the company or 15 months after the date on which this resolution is passed; and the price paid per ordinary share may not be greater than 10% above the weighted average of the market value of the ordinary shares for the five business days immediately preceding the date on which a purchase is made.

Rationale for the authority

The rationale for this special resolution is to authorise the directors, if they deem it appropriate in the interests of the company, to procure that the company or subsidiaries of the company acquire or repurchase ordinary shares issued by the company subject to the restrictions contained in the above resolution.

At the present time the directors have no specific intention with regard to the utilisation of this authority which will only be used if the circumstances are appropriate.

The directors, after considering the effect of a repurchase of up to 20% of the company’s issued ordinary shares, are of the opinion that if such repurchase is implemented:

	the company and the group will be able to pay their debts in the ordinary course of business for a period of 12 months after the date of this notice;
	recognised and measured in accordance with the accounting policies used in the latest audited annual group financial statements, the assets of the company and the group will exceed the liabilities of the company and the group for a period of 12 months after the date of this notice;
	the ordinary capital and reserves of the company and the group will be adequate for the purposes of the business of the company and the group for a period of 12 months after the date of this notice;
	the working capital of the company and the group will be adequate for the purposes of the business of the company and the group for a period of 12 months after the date of this notice.

The directors undertake that:

	the company or the group will not repurchase securities during a prohibited period as defined in paragraph 3.67 of the JSE Listings Requirements unless the company has a repurchase programme in place where the dates and quantities of securities to be traded during the relevant prohibited period are fixed (not subject to any variation) and full details of the programme have been disclosed in an announcement released on SENS prior to the commencement of the prohibited period;
	when the company has cumulatively repurchased 3% of the initial number of the relevant class of securities, and for each 3% in aggregate of the initial number of that class acquired thereafter, an announcement will be made;
	the company will only appoint one agent to effect any repurchase(s) on its behalf; and
	prior to entering the market to repurchase the company’s securities, a company resolution to authorise the repurchase will have been passed in accordance with the requirements of s46 of the Companies Act, and stating that the board has acknowledged that it has applied the solvency and liquidity test as set out in s4 of the Companies Act and has reasonably concluded that the company will satisfy the solvency and liquidity test immediately after completing the proposed distribution; and
	the company will not enter the market to repurchase the company’s securities until the company’s sponsor has provided written confirmation to the JSE regarding the adequacy of the company’s working capital in accordance with Schedule 25 of the JSE Listings Requirements.

Other disclosure in terms of Section 11.26 of the JSE Listings Requirements:

	directors (pages 34 and 35);
	major shareholders (page 255);
	directors’ interests in securities (page 254); and
	share capital of the company (page 184).

Material changes

There have been no material changes in the affairs or financial position of Group Five and its subsidiaries since 30 June 2011.

Litigation statement

In terms of section 11.26 of the JSE Listings requirements, the directors, whose names are given on pages 34 and 35 of the annual report of which this notice forms part of, are not aware of any legal or arbitration proceedings, including proceedings that are pending, threatened, that may have or have had in the recent past, being at least 12 months, a material effect on Group Five’s financial position.

Directors’ responsibility statement

The directors whose names appear on pages 34 and 35 of the annual report collectively and individually accept full responsibility for the accuracy of the information pertaining to Special Resolution Number 2 and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading and that all reasonable enquiries at ascertaining such facts have been made and that this resolution and additional disclosure in terms of Section 11.26 of the JSE Listings Requirements pertaining thereto contain all information required by law and the JSE Listings Requirements.

10.

SPECIAL RESOLUTION NUMBER 3: General authority to provide financial assistance to related companies and inter-related companies

“RESOLVED as a special resolution that subject to compliance with the JSE Listings Requirements, the Companies Act (specifically the provisions of section 45 of the Companies Act), and the Memorandum of Incorporation of the company, the directors of Group Five be and are hereby authorised to provide direct or indirect financial assistance through the lending of money, the guaranteeing of loans or other obligations and the securing of any debts or obligations, to any related or inter-related company as defined in section 1 of the Companies Act when in their opinion they deem fit, provided that such assistance is furnished in compliance with section 45 of the Companies Act.” The directors undertake that: prior to the company providing the financial assistance, the company will have satisfied the solvency and liquidity test as set out in s4 of the Companies Act and that the terms under which the financial assistance is proposed to be given are fair and reasonable.

Rationale for the authority

The rationale for Special Resolution number 3 is to grant the directors of Group Five the authority to provide direct or indirect financial assistance through the lending of money, guaranteeing of a loan or other obligation and securing any debt or obligation, to its subsidiaries, associates and inter-related companies.

Record date

The board of directors of the company have set 10:00 Friday, 4 November 2011, as the record date for determining which shareholders are entitled to participate in and vote at the annual general meeting.

Voting and proxies

A member entitled to attend and vote at the annual general meeting is entitled to appoint a proxy/proxies to attend, speak, and on a poll, vote in his/her stead. A proxy need not to be a member of the company. A form of proxy is attached for the convenience of any certificated shareholder and own-name registered dematerialised shareholder who cannot attend the annual general meeting, but who wishes to be represented thereat.

Certificated shareholders and dematerialised shareholders with own name registration

Shareholders wishing to attend the annual general meeting have to ensure beforehand with the transfer secretaries of the company that their shares are in fact registered in their own name. Should this not be the case and the shares are registered in another name or in the name of a nominee company, it is incumbent on shareholders
attending the meeting to make the necessary arrangements with that party to be able to attend and vote in their capacity.

Dematerialised shareholders

Shareholders who have dematerialised their shares and who wish to attend the annual general meeting have to request their Central Securities Depository Participant (“CSDP”) or broker to provide them with a Letter of Representation. Should shareholders who have dematerialised their ordinary shares wish to vote by proxy, they must
provide their CSDP or broker with their voting instructions in terms of the custody agreement entered into between the dematerialised shareholders and their CSDP or broker.

Proxies

The instrument appointing a proxy and the authority (if any) under which it is signed must reach the transfer secretaries of the company at the address given below, by no later than 10:00 on Friday, 4 November 2011. On a poll every shareholder of the company present in person or represented by proxy shall have one vote for every share held in the company by the shareholder.

By order of the board