OCEANA GROUP LIMITED - Cautionary Announcement

Cautionary Announcement

Oceana Group Limited
Incorporated in the Republic of South Africa
(Registration number 1939/001730/06)
JSE Share: OCE
NSX Share Code: OCG
ISIN Number: ZAE000025284
("Oceana" or "the Company")


CAUTIONARY ANNOUNCEMENT


1. Introduction

   In July 2015, Oceana concluded the acquisition of 100% of Daybrook Fisheries Inc. (“Daybrook
   Fisheries”), a United States ("U.S.") based fishmeal and fish oil processing operation, as well
   as an indirect 25% interest in Westbank Fishing LLC (“Westbank”), which operates the vessels
   that supply fish to Daybrook Fisheries’ processing plant.

   The U.S. American Fisheries Act (“AFA”), requires qualifying fishing vessels in the U.S. to be
   owned and controlled by U.S. citizens, among other things. To comply with this requirement,
   the remaining 75% interest in Westbank (“the Westbank Interest”) is held by Westbank Fishing
   Partners LLC (“WFP”), a qualifying U.S. citizen.

   In November 2016 WFP notified Daybrook Fisheries of the exercise of its put option (“the Put
   Option”) over its 75% Westbank Interest. As a result of neither Oceana nor any of its local or
   foreign subsidiaries being able to acquire the Westbank Interest, due to the AFA qualifying
   requirements, the board of directors of Oceana ("the Board") embarked on a bidding process
   to identify an appropriate U.S. citizen who could acquire the Westbank Interest.

   The Board considered it prudent to form an independent sub-committee comprising only non-
   executive members (“the Independent Committee”), with a mandate to seek and evaluate offers
   for the Westbank Interest. The Standard Bank of South Africa Limited was appointed to manage
   the process for the Board and, in addition, provide advice and guidance to the Independent
   Committee.

   Francois Kuttel, Oceana’s Chief Executive Officer (“CEO”), had indicated that he would be
   interested in acquiring the Westbank Interest. Mr Kuttel is a U.S. citizen and, prior to his tenure
   at Oceana, he operated and managed a fleet of vessels for ten years in an Alaskan fishing
   venture.

   The Independent Committee considered it important that a robust and transparent process was
   followed in which proper and careful consideration was given to all the bids received. Stringent
   governance measures were put in place given that Mr Kuttel is a director of Oceana and
   deemed a related party in terms of the Listings Requirements of the JSE Limited.

   The key evaluation criteria applied by the Independent Committee were U.S. citizenship,
   commercial attractiveness of the proposed transaction, longevity of any new structure
   proposed, the bidder's ability to drive innovation and expertise in and knowledge of the industry.

   After thorough deliberation the Independent Committee identified Mr Kuttel’s proposal as being
   the most attractive to Oceana and Daybrook Fisheries.
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2. Resignation of the CEO

   As the discussions between the Company and Mr Kuttel in relation to the Westbank Interest
   will now progress to the negotiation of legal agreements, Mr Kuttel has taken the decision to
   tender his resignation as a director and CEO of Oceana with immediate effect.

   The Board will identify a suitable replacement for the position of CEO. For the time being, the
   Board has appointed Mr Rodney Gerald Nicol as interim CEO, effective 1 March 2018. Mr Nicol
   served as an executive director on the Oceana board for 22 years until his early retirement in
   2013.

3. Approval by the Board and Oceana shareholders in general meeting

   It is anticipated that any legal agreements to be concluded between Mr Kuttel, Daybrook
   Fisheries and Westbank in respect of the Westbank Interest will be made subject to the
   approval of the Board, as well as Oceana's shareholders in general meeting by way of an
   ordinary resolution.

4. Cautionary announcement

   In view of the planned negotiations outlined above, shareholders are advised to exercise
   caution when trading in their Oceana shares until a further announcement in this regard is
   made.


13 February 2018
Cape Town

Investment Bank and Sponsor
The Standard Bank of South Africa Limited

South African Legal Counsel
Webber Wentzel

United States Legal Counsel
K&L Gates LLP
Kean Miller LLP

Namibian Sponsor
Old Mutual Investment Services (Namibia) Proprietary Limited

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