OCEANA GROUP LIMITED - Directors' dealing

Directors' dealing

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')


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”), Performance
Vesting Shares (“PVS”) and Restricted Shares (“RS”) 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 19 May 2014.

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 is settled after three years from the Offer Date dependent on the participant still being in the employment of the Company.


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

Name                        Position                     No of SARS    No of PVS awarded       No of RS awarded
                                                          allocated
FP Kuttel                   Director                         56 400               19   700          1 900
ABA Conrad                  Director                         16 600                4   600            900
I Soomra                    Director                         22 300                6   200          1 700
G Rhodes-Harrison           Director of a major              23 500                6   500            500
                            subsidiary
N Brink                     Director of a major              20 000                5 500            2 600
                            subsidiary
F Khan                      Director of a major               5 000                1 200             100
                            Subsidiary
J Hurn                      Director of a major               8 100                1 900             100
                            Subsidiary
M McEwen                    Director of a major               4 700                1 100             700
                            Subsidiary
K Collison                  Director of a major               4 100                1 000              300
                            Subsidiary
JM Marais                   Company Secretary                 4 700                1 200              400


The following are applicable to the above:

-      Class of underlying security to which      Ordinary shares
       rights attach
-      SARs Allocation Price per share            R82.80
-      PVS Award Price per share                  Rnil (not applicable)
-      RS Award Price per share                   Rnil (not applicable)
-      Nature of transaction                      Off-market allocation of SARs, PVS and RS
-      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
-      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,PVS and RS.


19 May 2014
Cape Town


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

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

Date: 19/05/2014 03:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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