Stock Exchange News Service

Dealing in securities by directors

Oceana Group Limited
Incorporated in the Republic of South Africa
(Registration number 1939/001730/06
JSE Share Code:           OCE
NSX Share Code:           OCG
ISIN Number:              ZAE000025284
("Oceana" or "the Company")

OCEANA GROUP LIMITED 2013 SHARE PLAN: DEALING IN SECURITIES

In compliance with paragraphs 3.63 – 3.74 of the Listings Requirements of JSE Limited (“the JSE”), shareholders are
advised that Oceana Group Limited (“the Company”) has offered the following Performance Vesting Share Appreciation
Rights (“SARs”, Restricted Shares (“RS”)and Performance Vesting Shares (“PVS”) to the following directors of the
Company, the Company Secretary and directors of major subsidiaries of the Company (“the Participants”), as set out
below.

The offers were accepted on 07 March 2017.

SARs are allocated at an allocation price equal to the volume weighted average price of an Oceana Group share on the
JSE over the 30 trading days immediately prior to the Offer Date (“the Allocation Price”). Provided that the
performance criteria are met, one-third of the SARs allocation will vest on each of the third, fourth and fifth
anniversary dates of the Offer Date (in terms of the performance criteria, the number of SARs vesting in relation to
the full number allocated is progressively reduced if company financial performance targets are not met).

The Participants may elect to delay exercise of the SARs to some future date not exceeding the seventh anniversary
of the Offer Date. The value of the SARs which a Participant may exercise will be calculated with reference to the
difference between the volume weighted average price of an Oceana Group share on the JSE over the 30 trading days
immediately prior to the date on which a Participant exercises his SARs and the Allocation Price. In terms of the
rules of the Share Plan the Company, at its sole and absolute discretion, can decide to settle the SARs to the
Participant in Oceana Group shares or in cash. In respect of the SARs allocations disclosed below the Company has
decided to settle the SARs in cash.

PVS are conditionally awarded with the final number settled after three years from the Offer Date dependent on the
performance criteria set being met. The number of shares to be settled will range from 0% to 300% of the conditional
award. The determined number of PVS will be settled to the Participant in Oceana Group shares or in cash, at the
Company’s sole and absolute discretion.
RS are granted on the basis of individual performance through bonus matching and elective deferral and vest three
years from the Grant Date, and are not governed by performance vesting criteria. The RS will be settled to the
Participant in Oceana Group shares or in cash, at the Company’s sole and absolute discretion.

The SARS, RS and PVS offered may be summarised as follows:

Name                       Position                       No of SARS         No of PVS awarded       No of RS awarded
                                                           Allocated

FP Kuttel                    Director                          51 400               18 000                   6 415
I Soomra                     Director                          23 300                6 400                   4 837
DB Mavume                    Director of a major               20 300                5 600
                             Subsidiary
N Teyise                     Director of a major               14 500                4 000                   10 674
                             Subsidiary
L De Waal                    Director of a major               17 000                4 700
                             Subsidiary
S Salie                      Director of a major               16 400                4 600
                             Subsidiary
J Hurn                       Director of a major                5 300                1 300
                             Subsidiary
JM Marais                    Company Secretary                  4 100                1 000                   1 011


The following are applicable to the above:

-      Class of underlying security to which       Ordinary shares
       rights attach
-      SARs Allocation Price per share             R 116.81
-      PVS Award Price per share                   R nil (not applicable)
-      RS Award Price per share                    R nil (not applicable)
-      Nature of transaction                       Off-market allocation of SARs, RS and PVS
-      SARS vesting period                         One-third of allocation on each of the third,
                                                   fourth and fifth anniversary dates of the Offer
                                                   Date
-      PVS and RS vesting period                   Third anniversary of the Offer Date
-      Nature of interest                          Direct beneficial

In accordance with section 3.66 of the Listings Requirements the necessary clearance was obtained to offer the
abovementioned SARS, RS and PVS.

Cape Town
8 March 2017

JSE Sponsor
The Standard Bank of South Africa Limited

Namibian Sponsor
Old Mutual Investment Services (Namibia) Proprietary Limited

Date: 08/03/2017 02:20:00 
Supplied by www.sharenet.co.za
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