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Results of the General Meeting
PIONEER FOOD GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1996/017676/06)
Share code: PFG
ISIN: ZAE000118279
(“Pioneer Foods” or “the Company”)
RESULTS OF THE GENERAL MEETING
Shareholders are hereby advised that at the general meeting of the Company held at 10h00, today, Tuesday, 15 October 2019 at the Cape Town
Marriott Hotel Crystal Towers, Corner Century Boulevard and Rialto Road, Century City, Cape Town, South Africa, (“GM”), all of the resolutions
were passed by the requisite majority of the Company’s shareholders.
The detailed voting results of the GM are set out below:
Resolution Number of shares Percentage of In favour of** Against** Abstained***
voted shares in issue* % % %
%
Ordinary Class A Ordinary Class A Ordinary Class A Ordinary Class A Ordinary Class A
shares Ordinary shares Ordinary shares Ordinary shares Ordinary shares Ordinary
shares shares shares shares shares
Special resolution 139,012,025 2,629,130 62.67% 100% 99.98% 100% 0.02% 0% 0.10% 0%
number 1
Approval of the
Scheme in terms
of sections 114
and 115 of the
Companies
Act by Pioneer
Foods
Shareholders
Special resolution 139,009,346 n/a 62.67% n/a 99.98% n/a 0.02% n/a 0.10% n/a
number 2
Approval of the
Scheme in terms of
sections 114 and
115 of the
Companies
Act by Pioneer
Foods Ordinary
Shareholders
Special resolution 128,224,081 2,629,130 57.80% 100% 99.97% 100% 0.03% 0% 0.12% 0%
number 3
BEE Trust
Repurchase
Special resolution 139,019,431 n/a 62.67% n/a 99.98% n/a 0.02% n/a 0.09% n/a
number 4
Pioneer Foods
Class A Repurchase
Special resolution 139,007,348 2,629,130 62.66% 100% 99.98% 100% 0.02% 0% 0.10% 0%
number 5
Revocation of
Special Resolution
Number 1, Special
Resolution
Number 2,
Special Resolution
Number 3 and/or
Special Resolution
Number 4
Special resolution 139,020,230 2,629,130 62.67% 100% 99.97% 100% 0.03% 0% 0.09% 0%
number 6
Approval for the
payment of fees to
the members of the
Independent Board
Ordinary resolution 139,022,110 2,629,130 62.67% 100% 99.57% 100% 0.43% 0% 0.09 0%
number 1
Delisting of Pioneer
Foods Ordinary
Shares from the
main board of the
JSE
Ordinary resolution 138,519,493 2,629,130 62.44% 100% 99.91% 100% 0.09% 0% 0.12% 0%
number 2
PSR Amendment
Ordinary resolution 132,541,365 2,629,130 59.75% 100% 99.97% 100% 0.03% 0% 0.09% 0%
number 3
BEE Payment
Ordinary resolution 139,021,992 2,629,130 62.67% 100% 99.98% 100% 0.02% 0% 0.09% 0%
number 4
Implementation
* Based on 203,846,242 ordinary shares (221,828,298 ordinary shares less 17,982,056 treasury shares) and 2,629,130 class A ordinary shares
in issue at the date of the GM.
** In relation to the total number of shares voted at the GM.
*** In relation to the total number of shares in issue at the date of the GM.
Shareholders are advised that the PepsiCo Offer, as defined in the combined circular distributed to Pioneer Foods shareholders on
29 August 2019, is still subject to various conditions precedent.
Tyger Valley
15 October 2019
Transaction advisor and Sponsor
PSG Capital
Date: 15/10/2019 01:18:00
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