Acceptance of allocated phantom sharerights in terms of The Pioneer Food 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: 1. NAME OF DIRECTOR WA Hanekom 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 9 February 2012 DATE OF PHANTOM SHARE RIGHT 21 February 2012 ACCEPTANCE PHANTOM SHARE RIGHT STRIKE PRICE 6 185 (CENTS) NUMBER OF PHANTOM SHARE RIGHTS 61 492 ALLOCATED STRIKE DATES OF PHANTOM SHARE 9 February 2013; 9 February RIGHTS 2014; 9 February 2015; 9 February 2016; 9 February 2017 PERIOD OF EXERCISE Participants have until midnight on 9 February 2022 during which the Phantom Share Rights can be exercised 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 2. NAME OF DIRECTOR LR Cronje 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 9 February 2012 DATE OF PHANTOM SHARE RIGHT 10 February 2012 ACCEPTANCE PHANTOM SHARE RIGHT STRIKE PRICE 6 185 (CENTS) NUMBER OF PHANTOM SHARE RIGHTS 30 541 ALLOCATED STRIKE DATES OF PHANTOM SHARE 9 February 2013; 9 February RIGHTS 2014; 9 February 2015; 9 February 2016; 9 February 2017 PERIOD OF EXERCISE Participants have until midnight on 9 February 2022 during which the Phantom Share Rights can be exercised 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 3. NAME OF DIRECTOR TA Carstens 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 9 February 2012 DATE OF PHANTOM SHARE RIGHT 13 February 2012 ACCEPTANCE PHANTOM SHARE RIGHT STRIKE PRICE 6 185 (CENTS) NUMBER OF PHANTOM SHARE RIGHTS 41 256 ALLOCATED STRIKE DATES OF PHANTOM SHARE 9 February 2013; 9 February RIGHTS 2014; 9 February 2015; 9 February 2016; 9 February 2017 PERIOD OF EXERCISE Participants have until midnight on 9 February 2022 during which the Phantom Share Rights can be exercised 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 4. NAME OF DIRECTOR JA Jacobs COMPANY OF WHICH I AM A DIRECTOR Pioneer Food Group Limited STATUS:EXECUTIVE/NON-EXECUTIVE Executive – Company Secretary TYPE OF SECURITIES Equity Settled Phantom Share Rights CLASS OF SECURITIES Ordinary Shares DATE OF PHANTOM SHARE RIGHT GRANT 9 February 2012 (1) & (2) DATE OF PHANTOM SHARE RIGHT 10 February 2012 (1) ACCEPTANCE 20 February 2012 (2) PHANTOM SHARE RIGHT STRIKE PRICE 6 185 (1) & (2) (CENTS) NUMBER OF PHANTOM SHARE RIGHTS 55 358 (1) ALLOCATED 20 857 (2) STRIKE DATES OF PHANTOM SHARE 9 February 2013; 9 February RIGHTS 2014; 9 February 2015; 9 February 2016; 9 February 2017 (1) 9 February 2017 (2) PERIOD OF EXERCISE Participants have until midnight on 9 February 2022 during which the Phantom Share Rights can be exercised (1) & (2) NATURE OF TRANSACTION Acceptance of Phantom Share Rights in terms of the Pioneer Foods Equity Settled Phantom Share Plan (1) & (2) (Off-market transaction) NATURE AND EXTENT OF INTEREST IN Direct, Beneficial (1) & (2) THE TRANSACTION 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 will vest in 5 tranches of 20% each on the strike dates specified above, with the exception of 20 857 Phantom Share Rights granted to JA Jacobs in terms of the Black Management Share Incentive Scheme, whereby the Phantom Share Rights only vest on 9 February 2017. iii) 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. iv) 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. v) The requirement for the disclosure of the acceptance of the Phantom Share Rights to directors of the Company in terms of the JSE Listings Requirements was only recently noted and accordingly the relevant details of the directors’ acceptance of Phantom Share Rights are disclosed in this SENS announcement above. 24 August 2012 Paarl Sponsor PSG Capital Date: 24/08/2012 05:00:00 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.