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: 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 paragraphs 3.63 to 3.74 of the JSE Limited Listings Requirements, the following information regarding the acceptance of the allocated phantom share rights is disclosed: 1. NAME OF DIRECTOR TA Carstens COMPANY OF WHICH A DIRECTOR Pioneer Food Group Limited STATUS: EXECUTIVE/NON-EXECUTIVE Executive TYPE OF SECURITIES Equity Settled Phantom Share Rights CLASS OF SECURITIES Ordinary Shares NATURE OF TRANSACTION Acceptance of Phantom Share Rights in terms of the Pioneer Foods Equity Settled Phantom Share Plan (Off-market transaction) DATE OF PHANTOM SHARE RIGHT GRANT 22 February 2019 DATE OF PHANTOM SHARE RIGHT 25 February 2019 ACCEPTANCE PHANTOM SHARE RIGHT STRIKE PRICE 8011 cents (CENTS) NUMBER OF PHANTOM SHARE RIGHTS 384 808 ALLOCATED STRIKE DATES OF PHANTOM SHARE 22 February 2022; 22 February 2023 and RIGHTS 22 February 2024 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 AND EXTENT OF INTEREST IN Direct, Beneficial THE TRANSACTION 2. NAME OF DIRECTOR F Lombard COMPANY OF WHICH A DIRECTOR Pioneer Food Group Limited STATUS: EXECUTIVE/NON-EXECUTIVE Executive TYPE OF SECURITIES Equity Settled Phantom Share Rights CLASS OF SECURITIES Ordinary Shares NATURE OF TRANSACTION Acceptance of Phantom Share Rights in terms of the Pioneer Foods Equity Settled Phantom Share Plan (Off-market transaction) DATE OF PHANTOM SHARE RIGHT GRANT 22 February 2019 DATE OF PHANTOM SHARE RIGHT 25 February 2019 ACCEPTANCE PHANTOM SHARE RIGHT STRIKE PRICE 8011 cents (CENTS) NUMBER OF PHANTOM SHARE RIGHTS 273 871 ALLOCATED STRIKE DATES OF PHANTOM SHARE 22 February 2022; 22 February 2023 and RIGHTS 22 February 2024 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 AND EXTENT OF INTEREST IN Direct, Beneficial THE TRANSACTION 3. NAME OF COMPANY SECRETARY JA Jacobs COMPANY OF WHICH I AM COMPANY Pioneer Food Group Limited SECRETARY TYPE OF SECURITIES Equity Settled Phantom Share Rights CLASS OF SECURITIES Ordinary Shares NATURE OF TRANSACTION Acceptance of Phantom Share Rights in terms of the Pioneer Foods Equity Settled Phantom Share Plan (Off-market transaction) DATE OF PHANTOM SHARE RIGHT GRANT 22 February 2019 DATE OF PHANTOM SHARE RIGHT 22 February 2019 ACCEPTANCE PHANTOM SHARE RIGHT STRIKE PRICE 8011 cents (CENTS) NUMBER OF PHANTOM SHARE RIGHTS 78 511 ALLOCATED STRIKE DATES OF PHANTOM SHARE 22 February 2022; 22 February 2023 and RIGHTS 22 February 2024 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 AND EXTENT OF INTEREST IN Direct, Beneficial THE TRANSACTION Notes: a. Clearance to deal in these Phantom Share Rights was obtained in accordance with paragraph 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. Tyger Valley 26 February 2019 Sponsor PSG Capital Date: 26/02/2019 01:30:00 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.