To receive, consider and approve the annual financial statements of the group for the year ended 30 June 2012, together with the directors’ and independent auditors’ reports and the audit committee’s report.

To re-elect by separate resolutions, directors of the company in accordance with the Companies Act 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:

A brief CV in respect of each director standing for re-election appears on page 8 of this annual report as well as in the online section of the integrated report.

“RESOLVED THAT an audit committee comprising independent, non-executive directors, as provided in section 94(4) of the Companies Act, set out below be and is hereby appointed by way of a separate resolution and in terms of section 94(2) of the Companies Act to hold office until the next annual general meeting and to perform the duties and responsibilities stipulated in section 94(7) of the Companies Act and King III and to perform such other duties and responsibilities as may from time to time be delegated by the board of directors for the company and all subsidiary companies:

“RESOLVED THAT a social and ethics committee, as provided in section 72(4) of the Companies Act and regulation 43 of the Companies Regulations, 2011 (“Regulations”), set out below be and is hereby appointed by way of a separate resolution and in terms of regulation 43(2) of the Regulations to hold office until the next annual general meeting and to perform the duties and responsibilities stipulated in regulation 43(5) of the Regulations and to perform such other duties and responsibilities as may from time to time be delegated by the board of directors for the company and all subsidiary companies:

“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 on page 90 of this annual report.”

To re-appoint PricewaterhouseCoopers Inc., with the designated audit partner being Mr A 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.

“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.”

“RESOLVED THAT any one of the directors and/or the group secretary be and is hereby authorised to do all such things and sign all documents and procure the doing of all such things and the signature of all such documents as may be necessary or incidental to give effect to all ordinary and special resolutions to be proposed at the annual general meeting at which this resolution will be proposed.”

“RESOLVED THAT the proposed remuneration of non-executive directors for the year ended 30 June 2013 be approved as follows:

“RESOLVED THAT, subject to compliance with the 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:

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% (twenty percent) of the company’s issued ordinary shares, are of the opinion that if such repurchase is implemented:

The directors undertake that:

Disclosures required in terms of the JSE Listings Requirements

The following information is provided in accordance with paragraph 11.26 of the JSE Listings Requirements and relates to Special Resolution number 2 above.

Litigation statement

Other than disclosed or accounted for in the annual financial statements, the directors of the company, whose names are given on page 8 of this report, are not aware of any legal or arbitration proceedings, pending or threatened against the group, which may have or have had a material effect on the group’s financial position in the 12 months preceding the date of this notice of annual general meeting.

Directors’ responsibility statement

The directors, whose names are given on page 8 of this report, collectively and individually accept full responsibility for the accuracy of the information given in 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 statements false or misleading and that all reasonable enquiries to ascertain such facts have been made and that this resolution and additional disclosure in terms of paragraph 11.26 of the JSE Listings Requirements pertaining thereto contain all information required by law and the JSE Listings Requirements.

Material changes

Other than the facts and developments reported on in these annual financial statements, there have been no material changes in the affairs, financial or trading position of the group since the signature date of this annual report and the posting date thereof.

The following disclosures required in terms of the JSE Listings Requirements are set out in accordance with the reference pages in the report of which this notice forms part

“RESOLVED as a special resolution in terms of the Companies Act that the provision by the company of any direct or indirect financial assistance as contemplated in section 45 of the Companies Act to any 1 (one) or more related or inter-related companies of the company, be and is hereby approved, provided that:

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.

“RESOLVED to approve a new Memorandum of Incorporation, which has been harmonised with the Companies Act and schedule 10 of the JSE Listings Requirements.”

The Memorandum of Incorporation has been initialled by the chairman for identification purposes and is available for inspection at the registered office of the company at 371 Rivonia Boulevard, Rivonia, Sandton 2128, during normal office hours from the date of issue of this notice of annual general meeting up to and including the date of the annual general meeting or any adjourned meeting.

The minimum percentage of voting rights that is required for this special resolution to be adopted, is 75% (seventy-five percent) of the voting rights to be cast on the resolution.

A summary of the new Memorandum of Incorporation is attached to this notice of the annual general meeting as Annexure 1.

Record date

The board of directors of the company have set 10:00 Friday, 26 October 2012, 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 Friday, 2 November 2012. 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