Distribution to shareholders by way of a capital reduction from stated capital (“the distribution”)

The directors have declared the distribution of 52 cents per ordinary share (2009: 63 cents dividend) payable to shareholders.

DATES OF THE DISTRIBUTION

In order to comply with the requirements of Strate, the relevant details are:

	Event	Date
	Last day to trade (cum-distribution)	Friday, 8 April 2011
	Shares to commence trading (ex-distribution)	Monday, 11 April 2011
	Record date (date shareholders recorded in books)	Friday,15 April 2011
	Payment date	Monday, 18 April 2011
	No share certificates may be dematerialised or	Monday, 11 April 2011,
	rematerialised between	and Friday, 15 April 2011, both dates inclusive.

TERMS OF PAYMENT

The distribution of 52 cents per ordinary share will be paid to shareholders from Group Five’s stated capital.

FINANCIAL EFFECTS OF THE DISTRIBUTION

The unaudited pro forma financial effects of the distribution on earnings per share (“EPS”), headline earnings per share (“HEPS”), the net asset value (“NAV”) and net tangible asset value (“NTAV”) per share are set out below. This unaudited pro forma financial information has been prepared for illustrative purposes only. It may therefore not give a fair reflection of Group Five’s financial position and results of operations, nor the effect and impact of the distribution going forward. The information is the responsibility of the directors of Group Five.

	Before the	After the	%
	distribution⁽¹⁾	distribution⁽²⁾	change
Earnings per share (EPS) (cents) (loss)	(354)	(355)	(0.3)
Headline earnings per share (HEPS) (cents)	214	212	(0.6)
NAV (cents)	212	206	(2.5)
NTAV (cents)	210	205	(2.7)
Number of shares for EPS and HEPS purposes (‘000)	95 910	95 910	–
Number of shares for NAV and NTAV (‘000)	95 910	95 910	–

Notes:
	1.	Based on Group Five’s unaudited interim group results for the six months ended 31 December 2010.
	2.	Based on the assumption that the distribution took place on 1 July 2010 for income statement purposes and on 31 December 2010 for balance sheet purposes.
	3.	EPS and HEPS have been adjusted to take into account the interest foregone on cash balances used in making the distribution of R49,9 million.
	4.	After taking into account the reduction in stated capital following the distribution of R49,9 million.

OPINION OF THE DIRECTORS

The directors of Group Five have considered the effect of the distribution and are satisfied that, for a period of 12 months from 10 February 2011, being the date of the declaration of the distribution:

the company and its subsidiaries will be able, in the ordinary course of business, to pay its debts;
the assets of the company and its subsidiaries will be in excess of the liabilities, having been recognised and measured in accordance with the accounting policies used in the audited results for the year ended 30 June 2010;
the share capital and reserves of the company and its subsidiaries will be adequate; and
the working capital and working capital resources of the company and its subsidiaries will be adequate for a period of 12 months from 10 February 2011, being the date of the declaration of the distribution.

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