OCEANA GROUP LIMITED - Dealings in securities

Dealings in securities

OCEANA GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1939/001730/06)
JSE share code: OCE
NSX share code: OCG
ISIN: 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”) 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 10 March 2020.

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.


The SARS and PVS offered may be summarised as follows:

Name                     Position                        No of SARS   No of PVS awarded
                                                          Allocated

I Soomra                 Director                          313 346               39 800
                         Subsidiary
T Giles                  Interim Chief Financial            81 228               8 200
                          Officer
L De Waal                Director of a major               112 342               11 300
                         Subsidiary
S Salie                  Director of a major                106 560              10 700
                         Subsidiary
S Naidoo                 Director of a major                27 259                2 400
                         Subsidiary
N Velleman               Director of a major                69 663               7 000
                         Subsidiary
A Fortune                Company Secretary                  25 883                2 300


The following are applicable to the above:

-   Class of underlying security to which        Ordinary shares
    rights attach
-   SARs Allocation Price per share              R 59.78
-   PVS Award Price per share                    R nil (not applicable)
-   Nature of transaction                        Off-market allocation of SARs and PVS
-   SARS vesting period                          One-third of allocation on each of the third,
                                                 fourth and fifth anniversary dates of the Offer
                                                 Date
-   PVS 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 and PVS.


10 March 2020
Cape Town


Sponsor - South Africa: The Standard Bank of South Africa Limited

Sponsor - Namibia: Old Mutual Investment Services (Namibia) Proprietary Limited

Date: 10-03-2020 12:00:00
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