PIONEER FOOD GROUP LIMITED - Acceptance Of Allocated Phantom Share Rights In Terms Of The Pioneer Foods Equity Settled Phantom Share Plan

Acceptance Of Allocated Phantom Share Rights In Terms Of The Pioneer Foods Equity Settled Phantom Share Plan

Pioneer Food Group Limited
Incorporated in the Republic of South Africa
Registration number: 1996/017676/06
Share code: PFG
ISIN code: ZAE000118279
(“Pioneer Foods” or “the Company”)

ACCEPTANCE OF ALLOCATED PHANTOM SHARE RIGHTS IN TERMS OF THE PIONEER FOODS
EQUITY SETTLED PHANTOM SHARE PLAN

In compliance with rules 3.63 to 3.74 of the JSE Listings Requirements,
the following information is disclosed:

 NAME OF DIRECTOR                         P Roux
 COMPANY OF WHICH I AM A DIRECTOR         Pioneer Food Group Limited
 STATUS:EXECUTIVE/NON-EXECUTIVE           Executive
 TYPE OF SECURITIES                       Equity Settled Phantom Share
                                          Rights
 CLASS OF SECURITIES                      Ordinary Shares
 DATE OF PHANTOM SHARE RIGHT GRANT        2 April 2013
 DATE OF PHANTOM SHARE RIGHT ACCEPTANCE   3 April 2013
 PHANTOM SHARE RIGHT STRIKE PRICE         6 613
 (CENTS)
 NUMBER OF PHANTOM SHARE RIGHTS           249 509 (1)
 ALLOCATED                                240 000 (2)
 STRIKE DATES OF PHANTOM SHARE RIGHTS     1 April 2014; 1 April 2015; 1
                                          April 2016; 1 April 2017; 1
                                          April 2018 (1)
                                          1 April 2016 (2)
 PERIOD OF EXERCISE                       Participant has until midnight
                                          on 1 May 2023 during which the
                                          Phantom Share Rights can be
                                          exercised (1)
                                          Participant has until midnight
                                          on 1 April 2016 on which date
                                          the Phantom Share Right must be
                                          exercised.(2)
 NATURE OF TRANSACTION                    Acceptance of Phantom Share
                                          Rights in terms of the Pioneer
                                          Foods Equity Settled Phantom
                                          Share Plan
                                          (Off-market transaction)
 NATURE AND EXTENT OF INTEREST IN THE
 TRANSACTION                              Direct, Beneficial

Notes:
  i)   Clearance to deal in these shares was obtained in accordance with
       Rule 3.66 of the JSE Listings Requirements;
  ii)  The Phantom Share Rights accepted detailed under section (1) above
       will vest in 5 tranches of 20% each on the strike dates specified.
  iii) The Phantom Share Rights accepted detailed under section (2) above
       will fully vest on 1 April 2016.
  iv)  The total number of shares that will be issued to the directors
       pursuant to the exercise of the Phantom Share Rights will be
       determined according to a formula based on the growth in the share
       price of Pioneer Foods from the date of grant of the Phantom Share
       Rights, to the date of exercise. Therefore the total number of
       shares and total monetary value thereof will only be determined on
       a future date.
  v)   An additional SENS announcement will be made upon exercise of the
       Phantom Share Rights disclosing the exact number of shares issued
       and the total monetary value thereof in accordance with the JSE
       Listings Requirements.

10 April 2013
Paarl

Sponsor
PSG Capital

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