ANNOUNCEMENT REGARDING THE CALL OPTION FOR A POTENTIAL SPECIFIC REPURCHASE OF OCEANA ORDINARY SHARES Oceana Group Limited (Registration number: 1939/001730/06) JSE Share Code: OCE NSX Share Code: OCG ISIN: ZAE000025284 (“Oceana” or “the Company”) ANNOUNCEMENT REGARDING THE CALL OPTION FOR A POTENTIAL SPECIFIC REPURCHASE OF OCEANA ORDINARY SHARES 1. Introduction Shareholders are advised that Oceana has entered into an agreement with Brimstone Investment Corporation Limited (“Brimstone”) and Newshelf 1064 (RF) Proprietary Limited (“Newshelf”) (a subsidiary of Brimstone) (“the Call Option Agreement”) in terms whereof Newshelf irrevocably grants to Oceana (and/or any of its subsidiaries) the option (the “Call Option”), in the event of certain share cover ratios being triggered, to repurchase or purchase from Newshelf, upon written notice by the Company to Newshelf, shares in the Company (“the Repurchase”) at their then current market value (being the then current daily volume weighted average price traded on the JSE) per share at the time of the exercise of the Call Option and upon the terms and conditions as set out below, subject to compliance with the Company’s memorandum of incorporation, the provisions of the Companies Act, 2008 (Act 71 of 2008), as amended and the Listings Requirements of the JSE Limited (“JSE”) (as they may be amended from time to time). Any exercise of the option by the Company will be for 5% (five per cent) or less of the company's issued shares. Any exercise of the option by the Company's subsidiaries will be for 10% (ten per cent) of the Company's issued shares, less treasury shares already held by subsidiaries of the Company, or for less shares in the Company. Shareholders eligible to vote will be requested to approve a special resolution authorising the Company to enter into the Call Option Agreement and authorising the Company to exercise the Call Option if it elects to do so (“the Special Resolution”). The Special Resolution will be proposed at the Company’s Annual General Meeting of which the salient dates and times are set out below. 2. Rationale and terms Effective during October 2012 Newshelf refinanced its holding of 8.5 million shares in the Company which it originally acquired in December 2011. The Newshelf refinancing agreement is subject to customary share cover covenants in favour of The Standard Bank of South Africa Limited (“SBSA”) and gives Oceana the right to exercise the Call Option over the shares under certain limited circumstances. Oceana requires prior approval from its shareholders for the Repurchase as the Call Option must be exercised within two business days of notification by SBSA. Such authority must therefore be in place to enable Oceana to exercise the Call Option should it elect to do so. Should the Call Option become exercisable and Oceana elect to exercise same it would limit the dilution of Oceana’s black shareholding which may otherwise occur. Newshelf is a related party to Oceana in terms of the Listings Requirements of the JSE. If the Call Option is exercised, the price payable per share will be the volume weighted average price at which the Company’s shares are traded on the JSE on the day immediately prior to the exercise of the Call Option, but if the Repurchase would result in shares being purchased from Newshelf at a premium to the weighted average traded price of such shares measured over the 30 (thirty) business day period prior to the date of the Repurchase, then the board of directors of Oceana will obtain a fairness opinion from an independent expert acceptable to the JSE and shall advise the shareholders as to the fairness of the Repurchase, insofar as shareholders of the Company (excluding Newshelf) are concerned. 3. Conditions precedent The Call Option Agreement and Repurchase are subject to the Special Resolution being passed by shareholders eligible to vote at the Annual General Meeting. 4. Salient dates and times The Special Resolution and any further details will be included in the notice of Annual General Meeting which will be posted to shareholders on or about the 21st December 2012. The anticipated salient dates and times for the Annual General Meeting are set out below. Record date for shareholders to receive the notice of Annual General Meeting Friday, 14 December 2012 Last day to trade to be eligible to vote Friday, 1 February 2013 Record date for the Annual General Meeting Friday, 8 February 2013 Last day to receive forms of proxy no later than 14h00 Wednesday, 13 February 2013 Annual General Meeting to be held at 14h00 at 7th Floor, Thursday, 14 February 2013 Oceana House, 25 Jan Smuts Street Publication of results of Annual General Meeting on the Securities Exchange News Service of the JSE Thursday, 14 February 2013 Publication of results of Annual General Meeting in the press Friday, 15 February 2013 Cape Town 7 November 2012 JSE Sponsor The Standard Bank of South Africa Limited Namibian Sponsor Namibia Old Mutual Investment Services (Namibia) Proprietary Limited Date: 07/11/2012 12:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 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