PFG - Pioneer Food Group Limited - Notice to Shareholders

PFG - Pioneer Food Group Limited - Notice to Shareholders                       
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")                                              
NOTICE TO SHAREHOLDERS OF THE COMPANY IN TERMS OF SECTION 45(5) OF THE COMPANIES
ACT OF A RESOLUTION ADOPTED BY THE BOARD OF DIRECTORS AUTHORISING THE COMPANY TO
PROVIDE FINANCIAL ASSISTANCE TO A RELATED COMPANY                               
1.   The shareholders of the Company adopted a special resolution in terms of   
section 45(3)(a)(ii) of the Companies Act, 2008 ("the Companies Act") at    
    the Company`s annual general meeting held on 17 February 2012, in terms of  
    which they provided the board of directors of the Company ("the Board")     
    with a general approval (which approval will be in place for a period of    
two years commencing from the date of the adoption of such special          
    resolution) to authorise the Company to provide any direct or indirect      
    financial assistance that the Board may deem fit to any related or inter-   
    related company or corporation of the Company on the terms and conditions   
and for the amounts that the directors may determine (the "Section 45       
    Shareholders` Resolution").                                                 
2.   In anticipation of and subject to the Section 45 Shareholders` Resolution  
    being adopted, the Board, on 16 February 2012, adopted a resolution         
authorising the Company to provide a loan to Pioneer Foods (Proprietary)    
    Limited, an indirect wholly owned subsidiary of the Company, in an amount   
    of R293,277,224 ("the Section 45 Board Resolution"). The Board is satisfied 
    that(1) immediately after providing such financial assistance the Company   
will satisfy the solvency and liquidity test as referred to in section      
    45(3)(b)(i) of the Companies Act, and that (2) the terms under which such   
    assistance is to be given are fair and reasonable to the Company as         
    referred to in section 45(3)(b)(ii).                                        
3.   The financial assistance to be granted by the Company in terms of the      
    Section 45 Board Resolution will exceed one-tenth of one percent of the     
    Company`s net worth and the Company hereby provides notice of the Section   
    45 Board Resolution to shareholders in terms of the provisions of section   
45(5) of the Companies Act. The Company does not have any employees         
    represented by a trade union.                                               
Paarl                                                                           
2 March 2012                                                                    
Sponsor                                                                         
PSG Capital                                                                     
Date: 02/03/2012 09:36:41 Supplied by www.sharenet.co.za                     
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