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: 1. NAME OF DIRECTOR PM Roux 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 15 February 2016 DATE OF PHANTOM SHARE RIGHT ACCEPTANCE 17 February 2016 PHANTOM SHARE RIGHT STRIKE PRICE 13 021 (CENTS) NUMBER OF PHANTOM SHARE RIGHTS 48 552 ALLOCATED STRIKE DATES OF PHANTOM SHARE RIGHTS 15 February 2019; 15 February 2020 and 15 February 2021 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 THE TRANSACTION Direct, Beneficial 2. 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 15 February 2016 DATE OF PHANTOM SHARE RIGHT ACCEPTANCE 17 February 2016 PHANTOM SHARE RIGHT STRIKE PRICE 13 021 (CENTS) NUMBER OF PHANTOM SHARE RIGHTS 18 990 (1) ALLOCATED 3 161 (2) STRIKE DATES OF PHANTOM SHARE RIGHTS 15 February 2019; 15 February 2020 and 15 February 2021 (1) 15 February 2021 (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 THE TRANSACTION Direct, Beneficial 3. NAME OF DIRECTOR/COMPANY SECRETARY 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 15 February 2016 DATE OF PHANTOM SHARE RIGHT ACCEPTANCE 17 February 2016 PHANTOM SHARE RIGHT STRIKE PRICE 13 021 (CENTS) NUMBER OF PHANTOM SHARE RIGHTS 9 340 (1) ALLOCATED 1 035 (2) STRIKE DATES OF PHANTOM SHARE RIGHTS 15 February 2019; 15 February 2020 and 15 February 2021 (1) 15 February 2021 (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 THE TRANSACTION Direct, Beneficial Notes: a. Clearance to deal in these Phantom Share Rights was obtained in accordance with Rule 3.66 of the JSE Listings Requirements. b. 50% of the Phantom Share Rights will vest in 3 tranches of 33.33% each on the vesting dates specified above. c. The remaining 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. d. The 1 035 Phantom Share Rights granted to Ms JA Jacobs in terms of the Black Management Share Incentive Scheme will vest in one tranche on 15 February 2021. e. The 3 161 Phantom Share Rights granted to Ms CJ Hess in terms of the Black Management Share Incentive Scheme will vest in one tranche on 15 February 2021. f. 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. g. 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. 18 February 2016 Bellville Sponsor PSG Capital Date: 18/02/2016 03:15:00 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.