Dealing in securities by directors 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 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”, Restricted Shares (“RS”)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 07 March 2017. 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 are granted on the basis of individual performance through bonus matching and elective deferral and vest three years from the Grant Date, and are not governed by performance vesting criteria. The RS will be settled to the Participant in Oceana Group shares or in cash, at the Company’s sole and absolute discretion. The SARS, RS and PVS offered may be summarised as follows: Name Position No of SARS No of PVS awarded No of RS awarded Allocated FP Kuttel Director 51 400 18 000 6 415 I Soomra Director 23 300 6 400 4 837 DB Mavume Director of a major 20 300 5 600 Subsidiary N Teyise Director of a major 14 500 4 000 10 674 Subsidiary L De Waal Director of a major 17 000 4 700 Subsidiary S Salie Director of a major 16 400 4 600 Subsidiary J Hurn Director of a major 5 300 1 300 Subsidiary JM Marais Company Secretary 4 100 1 000 1 011 The following are applicable to the above: - Class of underlying security to which Ordinary shares rights attach - SARs Allocation Price per share R 116.81 - PVS Award Price per share R nil (not applicable) - RS Award Price per share R nil (not applicable) - Nature of transaction Off-market allocation of SARs, RS and PVS - SARS vesting period One-third of allocation on each of the third, fourth and fifth anniversary dates of the Offer Date - PVS and 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, RS and PVS. Cape Town 8 March 2017 JSE Sponsor The Standard Bank of South Africa Limited Namibian Sponsor Old Mutual Investment Services (Namibia) Proprietary Limited Date: 08/03/2017 02:20:00 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.