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”) 1. 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: A 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 14 February 2018 DATE OF PHANTOM SHARE RIGHT ACCEPTANCE 20 February 2018 PHANTOM SHARE RIGHT STRIKE PRICE 13 496 (CENTS) NUMBER OF PHANTOM SHARE RIGHTS 237 394 ALLOCATED STRIKE DATES OF PHANTOM SHARE RIGHTS 14 February 2021; 14 February 2022 and 14 February 2023 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 B NAME OF DIRECTOR F Lombard 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 14 February 2018 DATE OF PHANTOM SHARE RIGHT ACCEPTANCE 20 February 2018 PHANTOM SHARE RIGHT STRIKE PRICE 13 496 (CENTS) NUMBER OF PHANTOM SHARE RIGHTS 89 810 ALLOCATED STRIKE DATES OF PHANTOM SHARE RIGHTS 14 February 2021; 14 February 2022 and 14 February 2023 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 C NAME OF DIRECTOR/COMPANY SECRETARY JA Jacobs COMPANY OF WHICH I AM COMPANY Pioneer Food Group Limited SECRETARY 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 14 February 2018 DATE OF PHANTOM SHARE RIGHT ACCEPTANCE 19 February 2018 PHANTOM SHARE RIGHT STRIKE PRICE 13 496 (CENTS) NUMBER OF PHANTOM SHARE RIGHTS 22 704 ALLOCATED STRIKE DATES OF PHANTOM SHARE RIGHTS 14 February 2021; 14 February 2022 and 14 February 2023 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 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. e. 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. 2. Exercise of Phantom Share Rights NAME OF DIRECTOR JA Jacobs COMPANY OF WHICH I AM COMPANY Pioneer Food Group Limited SECRETARY STATUS:EXECUTIVE/NON-EXECUTIVE Executive – Company Secretary TYPE OF SECURITIES Shares CLASS OF SECURITIES Ordinary DATE OF TRANSACTION 19 February 2018 PRICE PER SHARE R132.80 NUMBER OF SECURITIES TRANSACTED 1 482 TOTAL RAND VALUE OF SECURITIES R 196 809.60 NATURE OF TRANSACTION Taken delivery of ordinary shares through the exercise of 953 Phantom Share Rights granted and accepted in February 2013 at a strike price of R55.42 (off-market) Taken delivery of ordinary shares through the exercise of 1 590 Phantom Share Rights granted and accepted in terms of the Black Management Share Incentive Scheme in February 2013 at a strike price of R55.42 NATURE AND EXTENT OF INTEREST IN Direct beneficial THE TRANSACTION CLEARANCE OBTAINED Yes Clearance to deal in these shares was obtained in accordance with rule 3.66 of the JSE Listings Requirements. 20 February 2018 Tyger Valley Sponsor PSG Capital Date: 20/02/2018 04:40:00 Produced by the JSE SENS Department. 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