Results Of The Annual General Meeting And Change 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 AND CHANGE TO THE BOARD OF DIRECTORS RESULTS OF THE ANNUAL GENERAL MEETING Shareholders are hereby advised that at the annual general meeting of the Company held today, 13 February 2015 at Lanzerac Hotel & Spa, Lanzerac Road, Stellenbosch (“AGM”), all of the resolutions were passed by the requisite majority of Pioneer Foods shareholders. The detailed voting results of the AGM are set out below: Votes for Votes against Number of Number of Shares resolution resolution shares voted shares voted abstained (%) * (%) * at the AGM at the AGM as a as a percentage percentage (%) of (%) of shares in shares in issue issue Ordinary resolution 1 To confirm the re-appointment of PricewaterhouseCoopers Inc. as the 100% - 147 848 866 63.75% 0.0001% auditor for the ensuing year on the recommendation of the Audit and Risk Committee Ordinary resolution number 2 Placing of unissued ordinary 99.17% 0.83% 149 309 468 64.38% 0.0001% shares in the Company under the control of the directors Ordinary resolution number 3 To re-elect director: Andile 99.99% 0.01% 148 155 222 63.89% 0.33% Hesperus Sangqu Ordinary resolution number 4 To re-elect director: Lambert 99.91% 0.09% 149 308 768 64.38% 0.0001% Retief Ordinary resolution number 5 To re-elect director: Norman 99.91% 0.09% 149 302 468 64.38% 0.003% Cilliers Ordinary resolution number 6 Re-appointment of member of the 99.66% 0.34% 149 051 222 64.27% 0.11% Audit and Risk Committee: Mr AH Sangqu Ordinary resolution number 7 Re-appointment of member of the 100% - 149 300 768 64.38% 0.0001% Audit and Risk Committee: Mr LP Retief Ordinary resolution number 8 Re-appointment of member of the 99.99% 0.01% 148 555 222 64.06% 0.33% Audit and Risk Committee: Ms NS Mjoli-Mncube Ordinary resolution number 9 Endorsement of Pioneer Foods’ 94.38% 5.62% 148 438 724 64.01% 0.38% remuneration policy Ordinary resolution number 10 Authorisation to sign documents 100% - 149 309 468 64.38% 0.0001% giving effect to resolutions Special resolution number 1 Approval of non-executive 99.66% 0.34% 147 894 639 63.77% 0.08% directors’ remuneration Special resolution number 2 General authority to grant financial assistance to related 99.99% 0.01% 149 309 468 63.38% 0.0001% and inter-related companies and corporations Special resolution number 3 Financial assistance for the acquisition of securities in the 93.97% 6.03% 149 301 468 64.38% 0.0001% Company and in related and inter- related companies Special resolution number 4 Amendment to the nomination of 100% - 148 898 262 64.21% 0.003% directors procedure, as contained in the memorandum of incorporation Special resolution number 5 General authority to repurchase 98.33% 1.67% 149 305 262 64.38% 0.0001% shares Note * - In relation to the total number of shares voted at the AGM CHANGE TO THE BOARD OF DIRECTORS Shareholders are referred to the SENS announcement dated 17 December 2013 and are hereby further advised that Mr Leon Cronje (“Leon”) will step down as Group CEO and Financial Director on 1 March 2015 and remain on the Executive Committee of the Company until the end of his contractual period in December 2015, retaining existing other responsibilities. The board wishes to thank Leon for his invaluable contribution to the Company over the last 27 years as an employee of the Group and especially during the last 16 years as financial director of Pioneer Foods. Shareholders are further advised that Ms Cindy Hess (“Cindy”), who has been the CFO Designate since 1 March 2014, has now been appointed as financial director and Group CFO with effect from 1 March 2015. Bellville 13 February 2015 Sponsor PSG Capital Date: 13/02/2015 02:40:00 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.