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Results of the Annual General Meeting, Results of General Meeting and changes to the Board of Directors
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" or "the Group")
RESULTS OF THE ANNUAL GENERAL MEETING, RESULTS OF GENERAL MEETING AND CHANGES TO THE BOARD OF DIRECTORS
A) RESULTS OF THE ANNUAL GENERAL MEETING
Shareholders are hereby advised that at the annual general meeting of the Company held today, 12 February 2016 at Lanzerac Hotel & Spa,
Stellenbosch, Western Cape (“AGM”), all of the resolutions were passed by the requisite majority of the Pioneer Foods shareholders, with the
exception of ordinary resolution number 5 (Re-election of Matthys Michielse du Toit) and ordinary resolution number 9 (Re-appointment of Mr Andile
Hesperus Sangqu as a member of the Audit Committee), which were withdrawn prior to the AGM. The detailed voting results of the AGM are set
out below:
Votes for Votes Number of Number of Shares
resolution against shares voted at shares abstained as a
(%) * resolution the AGM voted at the percentage (%)
(%) * AGM as a of shares in
percentage issue
(%) of
shares in
issue
Ordinary Resolution Number 1 100.00% 0.00% 137 752 621 64.00% 0.03%
To confirm the re-appointment of PricewaterhouseCoopers
Inc. as auditor for the ensuing year on the recommendation
of the Audit Committee
Ordinary Resolution Number 2 86.52% 13.48% 137 752 621 64.00% 0.04%
General authority to issue shares for cash
Ordinary Resolution Number 3 99.49% 0.51% 137 752 621 64.00% 0.18%
Re-elect director: Ms Nhlanhla Mjoli-Mncube
Ordinary Resolution Number 4 99.64% 0.36% 137 752 621 64.00% 0.03%
Re-elect director: Zitulele Luke Combi
Ordinary Resolution Number 6 100.00% 0.00% 137 752 621 64.00% 0.03%
Confirmation of appointment: Norman William Thompson
Ordinary Resolution Number 7 98.11% 1.89% 137 752 621 64.00% 0.03%
Confirmation of appointment: Petrus Johannes Mouton
Ordinary Resolution Number 8 99.57% 0.43% 137 752 621 64.00% 0.03%
Confirmation of appointment: Sango Siviwe Ntsaluba
Ordinary Resolution Number 10: 100.00% 0.00% 137 752 621 64.00% 0.03%
Re-appointment of member of the Audit Committee: Mr
Lambert Philips Retief
Ordinary Resolution Number 11: 86.34% 13.65% 137 752 621 64.00% 0.18%
Re-appointment of member of the Audit Committee: Ms
Nonhlanhla Sylvia Mjoli-Mncube
Ordinary Resolution Number 12: Appointment of member 100.00% 0.00% 137 752 621 64.00% 0.03%
of the Audit Committee: Mr Norman William Thompson
Ordinary Resolution number 13: 78.43% 21.57% 137 752 621 64.00% 0.04%
Non-binding Endorsement of Pioneer Foods’ remuneration
policy
Special Resolution Number 1: 99.67% 0.33% 137 752 621 64.00% 0.18%
Approval of non-executive directors remuneration
Special Resolution number 2: 99.91% 0.09% 137 752 621 64.00% 0.03%
General authority to grant financial assistance to related and
inter related companies and corporations
Special Resolution Number 3: 79.11% 20.89% 137 752 621 64.00% 0.10%
Financial assistance for the acquisition of securities in the
Company and in related and inter related companies
Special Resolution Number 4: 98.98% 1.02% 137 752 621 64.00% 0.10%
General authority to repurchase shares
Note * - In relation to the total number of shares voted at the AGM
Total number of shares that can be exercised at the AGM: 215 649 816
B) RESULTS OF THE GENERAL MEETING
Votes for Votes Number of Number of Shares
resolution against shares shares voted abstained as a
(%) * resolution voted at the at the AGM as percentage (%)
(%) * AGM a percentage of shares in
(%) of shares issue
in issue
Specific Resolution Number 1 100.00% 0.00% 138 291 523 66.00% 0.24%
The specific repurchase by Pioneer Foods of 612 000
shares held by the Pioneer Aandele Aansporingstrust
Note * - In relation to the total number of shares voted at the AGM
Total number of shares that can be exercised at the GM: 210 935 736
C) CHANGE TO THE BOARD OF DIRECTORS
In compliance with paragraph 3.59(b) of the JSE Limited Listings Requirements, Pioneer Foods hereby advises that Mr Matthys Michielse du Toit
(“Mr du Toit”) has decided not to make himself available for re-election and will be stepping down from the board of directors (“Board”) with effect
from 12 February 2016.
The Board wishes to thank Mr du Toit for his invaluable contribution to the Company over the last number of years.
12 February 2016
Tygervalley
Sponsor
PSG Capital Proprietary Limited
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