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'). 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.