Voluntary announcement and withdrawal of cautionary announcement 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 Group") Voluntary announcement relating to the acquisition of the fishing division of Foodcorp Proprietary Limited (“Foodcorp”) and withdrawal of cautionary announcement Introduction Shareholders are referred to the cautionary announcement dated Wednesday, 27 March 2013 and the further cautionary announcement dated Thursday, 9 May 2013 and are advised that Oceana is pleased to announce that it has concluded Heads of Agreement with Foodcorp for the acquisition by Oceana of the fishing division of Foodcorp (“Foodcorp Fishing Division”)(“the Transaction”). Rationale The Transaction is in line with Oceana’s strategy to acquire additional fishing rights and to pursue growth in its existing areas of activity. Description of the primary business of Foodcorp Fishing Division The Foodcorp Fishing Division is active in three sectors of the South African fishing industry. The largest business is in the small pelagic sector and includes pilchard and anchovy fishing rights, purse seine vessels, a canning and fishmeal processing facility and the Glenryck trademark for canned pilchards (“the Glenryck Trademark”). Hake deep sea trawl is the second largest business and comprises fishing rights, deep sea trawlers and on-shore processing facilities. Specifically excluded from the Transaction are the west coast rock lobster and hake long-line fishing rights of the Foodcorp Fishing Division. The Transaction would increase the Group’s South African fishing rights in pilchard from an allocation of 14.3% of the Total Allowable Catch to 25.6%, in anchovy from 16.8% to 24.7% and in hake deep sea trawl from 4.0% to 8.8%. The Foodcorp Fishing Division will be acquired as a going concern, including all assets detailed above and all working capital and employees but excluding any taxation related assets or liabilities. Transaction Structure In order to meet the requirements of the Marine Living Resources Act, No 18 of 1998 (“MLRA”) and the Policy for the Transfer of Commercial Fishing Rights, Oceana has entered into a Heads of Agreement with Ulwandle Fishing (Proprietary) Limited (“Ulwandle”), a black owned fishing company, to form a consortium to acquire the pelagic and deep sea trawl hake fishing rights and businesses of Foodcorp Fishing Division in two entities, each with a 75% Oceana and 25% Ulwandle shareholding. It is intended that Ulwandle will have the right to increase its shareholding to 30% within 3 (three) months of the effective date of the Transaction. Purchase Consideration The purchase consideration for 100% of the Transaction value amounts to R445.0 million (four hundred and forty five million rand) subject to a net asset value adjustment not exceeding R25.0 million (twenty five million rand), accordingly resulting in a total possible purchase consideration of R470.0 million (four hundred and seventy million rand) (“the Purchase Consideration”). Settlement of the Purchase Consideration will be funded by bank facilities and available cash resources. Key Terms Among other conditions, the Transaction is subject to the following material conditions precedent: Transfer of the fishing rights acquired being approved by the Department of Agriculture, Forestry and Fisheries in terms of section 21 of the MLRA, without conditions or with conditions acceptable to Foodcorp and Oceana; Approval by the Competition Authorities, in terms of the Competition Act, of the Transaction, without conditions or with conditions acceptable to Foodcorp and Oceana; Conclusion of a formal agreement containing detailed terms of the Transaction; and Consent by counterparties to the cession and assignment of Foodcorp’s rights and obligations in material contracts. The effective date of the Transaction will be the first business day of the month immediately following the month during which the Transaction becomes unconditional. It is the intention of Oceana to enter into an agreement to dispose of the Glenryck Trademark should the Transaction become unconditional. Should Oceana not be successful in disposing of the Glenryck Trademark then Foodcorp will have the alternative to retain the Glenryck Trademark and reduce the purchase consideration accordingly or alternatively cause the Transaction to fail. Categorisation In terms of the Purchase Consideration, the Transaction falls below the threshold of a categorised transaction in terms of the Listings Requirements of the JSE Limited (“JSE”). The board of directors of Oceana however deemed it appropriate to provide shareholders with the salient features of the Transaction. Withdrawal of cautionary announcement Shareholders are advised that following the release of the information contained in this announcement, caution is no longer required to be exercised by shareholders when dealing in Oceana’s securities. Cape Town 4 June 2013 Investment bank and JSE Sponsor: The Standard Bank of South Africa Limited NSX Sponsor: Old Mutual Investment Services (Namibia) Proprietary Limited Legal advisor: Edward Nathan Sonnenbergs Date: 04/06/2013 03:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.