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                    CJ Hess
 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   13 February 2015
 DATE OF PHANTOM SHARE RIGHT         5 March 2015
 ACCEPTANCE
 PHANTOM SHARE RIGHT STRIKE PRICE    15 419
 (CENTS)
 NUMBER OF PHANTOM SHARE RIGHTS      40 650 (1)
 ALLOCATED                           1 089 (2)
 VESTING DATES OF PHANTOM SHARE      13 February 2018; 13 February
 RIGHTS                              2019 and 13 February 2020 (1)
                                     13 February 2020 (2)
 PERIOD OF EXERCISE                  Participants have until
                                     midnight on the 6 month
                                     anniversary of the relevant
                                     vesting date 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    Direct, Beneficial
 THE TRANSACTION

  Notes:
  i)   Clearance to deal in these Phantom Share Rights was obtained in
       accordance with Rule 3.66 of the JSE Listings Requirements.
  ii)  50% of the Phantom Share Rights will vest in 3 tranches of 33.33%
       each on the vesting dates specified above.
  iii) 50% of the Phantom Share Rights will vest in 3 tranches of 33.33%
       on the vesting dates specified above, subject to a formula based
       on the compound growth of the Company’s headline earnings per
       share from the financial year prior to the date of grant of the
       Phantom Share Rights to the financial year prior to the date of
       exercise.
  iv)  The 1 089 Phantom Share Rights granted to CJ Hess in terms of the
       Black Management Share Incentive Scheme will vest in one tranche
       on 13 February 2020.
  v)   The total number of Pioneer Foods 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. Accordingly, the
       total number of shares and monetary value thereof will only be
       determined at a future date.
  vi)  An additional SENS announcement will be made upon the exercise of
       the Phantom Share Rights by each director disclosing the exact
       number of shares issued and the monetary value thereof in
       accordance with the JSE Listings Requirements.

5 March 2015
Bellville

Sponsor
PSG Capital

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