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resolution number 9 (Re-appointment of Mr Andile Hesperus Sangqu as a member of the Audit Committee), which were withdrawn prior to the AGM.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 Date: 12/02/2016 03:35:00 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.