Oceana Group Limited 2013 Share Plan: Dealings in Securities 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 Group” or “the Company”) OCEANA GROUP LIMITED 2013 SHARE PLAN (SHARE PLAN): DEALINGS IN SECURITIES In compliance with paragraphs 3.63 – 3.74 of the Listings Requirements of JSE Limited (“the JSE”), shareholders are advised that the Company has offered the following Performance Vesting Share Appreciation Rights (“SARs”) 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 25 February 2019. SARs are allocated at an allocation price equal to the volume weighted average price of Oceana Group shares on the JSE over the 30 trading days immediately prior to the offer date of 13 February 2019 (“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 the Company’s financial performance targets are not met). The Participants may elect to delay the 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 Oceana Group shares on the JSE over the 30 trading days immediately prior to the date on which a Participant exercises his/her 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 allocated 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. The SARS and PVS offered may be summarised as follows: Name Position No of SARS No of PVS allocated awarded I Soomra Director 87 400 30 600 L De Waal Director of a major subsidiary 30 300 8 400 S Salie Director of a major subsidiary 29 000 8 000 J Hurn Director of a major subsidiary 14 900 3 600 JM Marais Company Secretary 17 000 4 700 The following are applicable to the above: - Class of underlying Ordinary shares security to which rights attach - SARs Allocation Price per R 73.79 share - PVS Award Price per share R nil (not applicable) - Nature of transaction Off-market allocation of SARs and PVS - 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 - Nature of interest Direct beneficial In accordance with section 3.66 of the JSE Listings Requirements the necessary clearance was obtained for the offer and acceptance of the abovementioned SARS and PVS. 25 February 2019 Cape Town Sponsor The Standard Bank of South Africa Limited Namibian Sponsor Old Mutual Investment Services (Namibia) Proprietary Limited Date: 25/02/2019 04:52:00 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.