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Notice of General Meeting of Shareholders
PPC LIMITED
Incorporated in the Republic of South Africa
(Registration No: 1892/000667/06)
JSE/ZSE share code: PPC
ISIN code: ZAE000170049
(“PPC”) or (the “Company”)
NOTICE OF GENERAL MEETING OF SHAREHOLDERS
Further to the announcement dated 7 November 2014 containing a Notice of
General Meeting of the shareholders of PPC (the ”Notice”), PPC shareholders
are advised that Mr Darryll John Castle has withdrawn his consent to be
nominated as a director to the new PPC board, proposed by the
Requisitionists, in terms of Resolution 2 of the Notice.
Jaco Snyman
Company Secretary
21 November 2014
Sponsor
Merrill Lynch South Africa (Pty) Ltd
ANNEXURE A
THE REQUISITION:
DEMAND TO CALL A MEETING OF SHAREHOLDERS IN TERMS OF CLAUSE 19.3 OF
THE MOI OF PPC LIMITED ("THE COMPANY") AS READ WITH SECTION
61 (3) OF THE COMPANIES ACT NO. 71 OF 2008 ("THE ACT")
1. We, the undersigned, holding in aggregate at least 10% of the
voting rights of the Company, hereby demand that a general meeting
of shareholders of the Company be convened as soon as reasonably
possible for the following specific purpose:
1.1. to consider a proposal to adopt an ordinary resolution in
terms of section 71 of the Act to remove all of the current
directors of the Company;
1.2. subject to the ordinary resolution in 1.1 being passed, to
elect as replacement directors the persons identified in
Annexure "A" hereto, such persons being proposed and
nominated by us for election to the board in terms of
clause 25.7 of the Company's MOI ("the MOI"), such election
to be conducted in accordance with clauses 25.2 and 25.4 of
the MOI. The persons identified in Annexure "A" have all
confirmed their willingness in writing to stand for
election to the board.
2. Kindly note that we also hereby give notice that we demand that
the voting in respect of the above proposed resolution be
conducted by means of a polled vote in accordance with clause 21.3
of the MOI as read with section 63 (7) of the Act.
3. Our reason for demanding that a shareholders meeting be convened
for the above specific purpose is that we are of the opinion that
the current board needs to be replaced with a functional board
with the correct expertise to run the Company and that this needs
to be done as soon as possible in order to restore continuity to
the operations and strategy of the Company and is in the best
interest of all stakeholders including shareholders and employees.
[The Annexure “A” referred to in the requisition above is not included but
it contained the names of the nominees.]
ANNEXURE B
THE CURRICULA VITAE OF THE CURRENT DIRECTORS:
NAME: Bheki Lindinkosi Sibiya (56)
APPOINTED: November 2008
COMMITTEE MEMBERSHIP: Chairman the board, Chairman of the Nominations
Committee, Member of the Deal Committee. (Currently acting as the Executive
Chairman of PPC)
STATUS: Independent non-executive director (Currently acting as the
Executive Chairman of PPC)
QUALIFICATION AND EXPERIENCE: Bheki is chief executive of the Chamber of
Mines. He has worked in a number of South African blue-chip companies
including Ford Motor Company (human resources), SA Breweries (procurement,
logistics and human resources), Tongaat Hulett Sugar (director: human
resources) and Transnet (director: human resources). Bheki was a founding
chief executive of Business Unity South Africa, the most authoritative voice
of business in the country, and has served on a number of significant
national policy-formulating structures, such as the anti-corruption forum,
president’s working group with business and Africa peer review mechanism
council.
NAME: Darryll Castle (46)
APPOINTED: October 2014
COMMITTEE MEMBERSHIP: Member of the Deal committee and the Audit committee.
STATUS: Independent non-executive director
QUALIFICATION AND EXPERIENCE: Darryll holds B.Sc (Civil) and B Com degrees,
a Masters of Business Administration (MBA) and the Chartered Financial
Analyst (CFA) qualification. Through his extensive career he has accumulated
a broad range of experience and skills spanning the fields of corporate
management, fund management, financial analysis, mining and engineering.
He has extensive experience in the mining industry and until recently served
as Chief Executive Officer of Trafigura Mining Group and Anvil Mining
Limited; a company listed on the main board of the Toronto Stock Exchange
and on the Australian Stock Exchange. Darryll was a non-executive director
of Tiger Resources a company listed on the main board of the Toronto Stock
Exchange and on the Australian Stock Exchange. He has also occupied the
position of Chief Operations Officer at Metorex Group Limited. Darryll has
first-hand operations and projects experience on the African continent,
having worked in the DRC, Zambia, Angola and several other African
countries. He also has extensive international experience having run mining
companies operating on all continents. Darryll has had broad exposure to
the listed company environment and the related corporate governance aspects
thereof during his time as a fund manager and analyst.
NAME: Zibusiso Janice Kganyago (47)
APPOINTED: October 2007
COMMITTEE MEMBERSHIP: Member of the Audit committee and the Deal committee.
STATUS: Independent non-executive director
QUALIFICATION AND EXPERIENCE: Zibusiso Kganyago, is an Executive Director at
Tsogo Sun responsible for Property Development. She has been involved with
the development of various Tsogo Sun properties such as Montecasino in
Fourways (R1.7billion). She has served on the boards of the Johannesburg
Property Company and the Land Affairs Board.
She qualified with a Bachelor of Commerce Degree from the University of
Natal and has a Post Graduate Qualification in Property Planning,
Development and Management. She has been on a Business Development Program
at the Wharton School of Business in Pennsylvania and on an Executive
Development Program at the University of Nevada, Reno.
NAME: Nomalizo Beryl Langa-Royds (52)
APPOINTED: October 2007
COMMITTEE MEMBERSHIP: Chairman of the Remuneration Committee, Chairman of
the Social and Ethics committee, member of the Nominations Committee.
STATUS: Independent non-executive director
QUALIFICATION AND EXPERIENCE: She has over 27 years’ experience in the
human resources environment, gained as an executive and director of human
resources at Independent Newspapers Holdings Limited, SABC and the Bevcan
division of Nampak Limited. Ntombi is currently a non-executive director of
African Bank Limited (ABIL), Mpact Limited, and Murray and Roberts Holdings
Limited. She holds a BA Law ( NUL) and LLB (NUL).
NAME: Mangalani Peter Malungani (56)
APPOINTED: February 2009
COMMITTEE MEMBERSHIP: Chairman of the Deal Committee and member of the
Social and Ethics Committee.
STATUS: Non-executive director
QUALIFICATION AND EXPERIENCE: Peter is executive chairman and founder of
the Peu Group. After an early accounting career with Philips (SA), he
started his own business management consultancy in 1984 and investment group
Peu in 1996. He is chairman of Phumelela Gaming and Leisure, a director of
Investec Limited, Investec plc and certain Peu subsidiaries. Peter has also
held advisory positions in government and directorships in state-owned
enterprises.
NAME: Sydney Knox Mhlarhi (41)
APPOINTED: March 2012
COMMITTEE MEMBERSHIP: Member of the Remuneration committee and Deal
committee
STATUS: Non-executive director
QUALIFICATION AND EXPERIENCE: Sydney serves on the board as a
representative of the PPC consortium of strategic black partners. He is a
founder and director of Tamela Holdings (Pty) Limited and has over 15 years’
experience in investment banking. Sydney, a chartered accountant, completed
his articles at Ernst & Young in 1997 and is a member of the South African
Institute of Chartered Accountants’ education and examinations committee.
Sydney is, inter alia, a non-executive director of Assore Limited and
FLSmidth Roymec (Proprietary) Limited. He was a member of the Securities
Regulation Panel from 2004 to 2006.
NAME: Bridgette Modise (47)
APPOINTED: December 2010
COMMITTEE MEMBERSHIP: Chairman of the Risk and Compliance committee and
member of the Audit committee.
STATUS: Independent non-executive director
QUALIFICATIONS AND EXPERIENCE: Bridgette is the founder and CEO of Kutira
Capital, an investment holding company. Her qualifications and professional
development include BCompt (Hons), CA (SA), CIMA and GIBS leadership
development programme. She has a broad range of skills spanning over
finance, audit, risk management and corporate governance. She was a partner
at KPMG for ten years, till 2008. During her tenure at KPMG she offered
services that assisted organisations to effectively manage their business
risks by providing internal audit, risk management and corporate governance
services. She was an audit partner for various local and multinational
clients in the public and the private sectors. Other corporate experience
includes BASF, ABSA and KMMT.
Current directorships include Sun International, Tellabs South Africa,
Nestlife Assurance (Chairperson), Sugarberry Trading (Chairperson),
Finesse Global Ventures and Kanhym Estates(Chairperson of Audit and Risk
Committee). She is a member of various board committees (audit, risk,
social and ethics and remuneration). Professional memberships include The
South African Institute of Chartered Accountants and the Institute of
Directors.
NAME: Todd Moyo (56)
APPOINTED: November 2013
COMMITTEE MEMBERSHIP: Member of the Nominations committee
STATUS: Independent non-executive director
QUALIFICATION AND EXPERIENCE: Todd is chairman of PPC Zimbabwe Limited. He
is a member of both the Institute of Chartered Accountants in Zimbabwe and
the South African Institute of Chartered Accountants. His experience in
other disciplines includes sales, marketing and information technology and
he has attended a number of executive development programmes. Todd is
chairman and CEO of healthcare company Datlabs (Private) Limited and
chairman of National Foods Holdings Limited, both based in Zimbabwe. He is
also a director of other listed and unlisted companies. In his personal
capacity, he is a board member and trustee of institutions in the education
and health sectors and has supported several universities’ fund-raising
activities, and served on the local authority of Bulawayo’s valuation board
and development committees.
NAME: Mmakeaya Magoro Tryphosa Ramano (42)
APPOINTED: August 2011
STATUS: Chief financial officer
QUALIFICATION AND EXPERIENCE: Prior to joining PPC, Tryphosa was CEO of WIP
International (a subsidiary of WIPHOLD focused on African expansion). She
also served as the CFO of SAA, and prior to that, she was requested to join
National Treasury, where she set up a business unit with financial oversight
of state-owned entities. As Chief Director of this unit, she was
instrumental in listing Telkom on the Johannesburg and New York stock
exchanges. Under her leadership, PPC launched its maiden Domestic Medium
Term Note (“Bond”) programme with a total value of R6 billion which has been
instrumental in PPC’s expansion goals. She currently serves on the boards
of Airports Company of SA and Land Bank of SA as a Non-Executive Director
and Chairperson of both Audit Committees. Tryphosa is passionate about
development; this can be evidenced throughout her career. While at WIPHOLD,
she launched the WIPHOLD bursary scheme and at PPC, she championed the
launch of the PPC CA training programme and the PPC Women’s Forum. She
currently serves as the President of ABSIP (“Association of Black Securities
and Investment Professionals”) which has become widely recognised as an
influential force in the transformation of the Financial Sector. As
President of ABSIP she raised funds for the bursary programme which has
funded more than ten students since becoming President.
NAME: Timothy Dacre Aird Ross (70)
APPOINTED: July 2008
COMMITTEE MEMBERSHIP: Chairman of the Audit committee and member of the Risk
and Compliance committee and the Deal committee.
STATUS: Independent non-executive director (Lead independent director)
QUALIFICATION AND EXPERIENCE: Tim, a Chartered Accountant was a partner with
Deloitte & Touche for 36 years, retiring in 2008. He led the Johannesburg
audit practice and served on the executive as client service director as
well as the board and remuneration committees. Tim was the lead/advisory
partner for a number of multinational clients and headed the Deloitte &
Touche World Cup 2010 initiative. He is a director of Liberty Group, Eqstra
Holdings, Adcorp and Mpact, chairing the audit and actuarial committee of
Liberty and the audit committees of Eqstra, Adcorp and Mpact. He is also a
member of the risk committees of Liberty, Eqstra and Mpact and the
director’s affairs committee at Liberty.
NAME: Joe Shibambo (65)
APPOINTED: May 2005
COMMITTEE MEMBERSHIP: Member of the Remuneration Committee, Nominations
committee, Social and Ethics committee and Risk and Compliance committee.
STATUS: Independent non-executive director
QUALIFICATION AND EXPERIENCE: Joe is managing director of Hlamalane
Projects (Pty) Limited and has been in the construction industry for 32
years. He has extensive knowledge and experience of construction management,
project management, property development, rail construction and maintenance.
Through his organisation, he also assists the youth to acquire basic skills
and management principles for the construction industry. He was one of the
first property developers and the first contractor to develop and build a
shopping centre in Soweto. Joe is a member of the Construction Industry
Development Board and the South African Institute of Black Property
Professionals.
ANNEXURE C
CURRICULA VITAE OF THE NOMINATED DIRECTORS:
NAME: Darryll John Castle (46)
QUALIFICATION AND EXPERIENCE: Darryll holds B.Sc (Civil) and B Com degrees,
a Masters of Business Administration (MBA) and the Chartered Financial
Analyst (CFA) qualification. Through his extensive career he has accumulated
a broad range of experience and skills spanning the fields of corporate
management, fund management, financial analysis, mining and engineering. He
has extensive experience in the mining industry and until recently served as
Chief Executive Officer of Trafigura Mining Group and Anvil Mining Limited;
a company listed on the main board of the Toronto Stock Exchange and on the
Australian Stock Exchange. Darryll was a non-executive director of Tiger
Resources a company listed on the main board of the Toronto Stock Exchange
and on the Australian Stock Exchange. He has also occupied the position of
Chief Operations Officer at Metorex Group Limited. Darryll has first-hand
operations and projects experience on the African continent, having worked
in the DRC, Zambia, Angola and several other African countries. He also has
extensive international experience having run mining companies operating on
all continents. Darryll has had broad exposure to the listed company
environment and the related corporate governance aspects thereof during his
time as a fund manager and analyst.
NAME: Klaas Paulus Pieter Meijer (53)
QUALIFICATION AND EXPERIENCE: Pepe is currently the Managing director:
international at PPC. Pepe is a mechanical engineer (BEng) and holds BB&A
(Hons) and MBA degrees from the University of Stellenbosch. He previously
held the positions of executive group services, executive cement operations
and various other senior and general management roles across the cement and
lime divisions since joining PPC in 1988. Prior to that, he worked in the
gold mining industry, with the last appointment being as section engineer,
and in the fishing/processing/frozen-food industry as group projects
manager.
NAME: Keshan Pillay (46)
QUALIFICATION AND EXPERIENCE: Keshan holds BCom (UDW), Executive Development
Programme (WBS) and is a senior investment professional with significant
experience in the investing, structuring and financing of Corporate and
Black Economic Empowerment (“BEE”) transactions, including Management
Buyouts, Leveraged Finance and Mergers and Acquisitions. Keshan is also
well experienced in the arranging, underwriting and distributing of senior
and mezzanine debt instruments and has become a leading expert in BEE
finance. Keshan has a strong reputation in the market as a pre-eminent
financier of and advisor to BEE transactions. He is the CEO of Makalani
Holdings and Chairman of Eastvaal Motor Holdings (Pty) Ltd.
NAME: Ketan Gordhan (53)
QUALIFICATION AND EXPERIENCE: Ketso has been the CEO of PPC to September
2014. Prior to his appointment at PPC, he has been with The Presidency for
the Government of South Africa, Most recently, Ketso was with the presidency
for the government of South Africa, after almost 10 years as head of private
equity at FirstRand Financial Services Group, where he gained valuable
experience of the manufacturing environment.
Other successful roles in the public sector include the turnaround of the
City of Johannesburg’s financial performance as city manager (1999 to 2000)
and in-depth knowledge of the transport sector gained as director-general of
that national department (1994 to 1999). Ketso was a visiting fellow in
finance at the University of Pennsylvania, Wharton, USA.
Education includes:
University of Pennsylvania,Wharton, USA. Visiting Fellow Finance 1998
University of Sussex, UK. M.Phil in Development Studies
1987 - 1989
University of KwazuluNatal, SA. BA Political Studies and Sociology
1980 - 1983
NAME: Dr Claudia Manning (47)
QUALIFICATION AND EXPERIENCE: Claudia has a diverse set of skills, having
worked in a number of sectors and indifferent roles across the private,
parastatal and public sectors in South Africa over the past 25 years.
She has occupied many different roles in my professional life: served in an
advisory capacity, been a project manager in the public sector, an
investment officer in a development bank, an owner-manager of a start-up
business, and a managing director of a medium sized business. Her skills set
incorporate economic policy analysis and design, infrastructure investment
facilitation, project finance, commercial investment, and general
management. Her exposure to both the private and public sector provides her
with an ability to understand multiple perspectives, and to integrate
commercial considerations with development imperatives, essential to
crafting solutions to Southern Africa’s complex problems.
Claudia is currently on a sabbatical break from full time employment, and
performs ad-hoc consulting assignments.
NAME: Gesina Trix Coetzer (56)
QUALIFICATION AND EXPERIENCE: Trix is a highly accomplished and mature
finance executive. She is a financial director who is also skilled in
merchant banking and corporate finance. After completing her articles, Trix
was employed by Johann Rupert, the current Chairman of Richmond as a
Financial Controller and Personnel Manager for one of the FMCG companies he
owned. She has subsequently worked for a number of blue-chip companies in
Chief Financial/Financial Director roles in mining (Samancor, Ingwe/
BHPBilliton Coal); fast moving consumer goods (Simba and Foodcorp) and
financial services (ABSA). Her most recent roles at ABSA have been in the
Corporate and Merchant Bank. At the Merchant Bank she was the Deputy
Managing Director for a year. At ABSA Capital, she headed up the Corporate
Banking and Transaction unit and her last role at ABSA was Chief Operating
Officer, reporting to Rob Emslie, the Executive Director of ABSA Corporate
and Business Bank (ACBB). Trix played a pivotal role in the largest
leveraged buy-out seen in South Africa at the time when Pamodzi, Ethos and
the management of Foodcorp acquired ownership of the company. Sources
commented that she conceived the detail of this transaction and managed it
through all phases, the most difficult being managing the various
stakeholders. Her critical financial contribution in this instance was
negotiating finance for the LBO, tax structuring, planning future cash flows
and then restructuring the new company with the specific objective of
realizing value for the owners.
Education includes:
- University of Pretoria, Bachelor of Commerce Accounting, 1978;
- University of Johannesburg, Bachelor of Commerce (Honours), 1980;
and
- Chartered Accountant (South Africa), 1982.
NAME: Nompumelelo Pearl-Petrina Siswana (57)
QUALIFICATION AND EXPERIENCE: Dr Nompumelelo Siswana holds B Sc (University
of Zimbabwe), M Sc (University of Wollongong), PhD (University of new South
Wales) and Stanford Executive Program and is currently the founder and
managing director of Naba Consulting (Pty) Ltd. Her career has been mainly
in the oil and gas business sector almost 20 years, in various areas from
refinery economics, production, planning, performance management, strategy
and planning. She has an experience in international business through her
direct involvement in the marketing, sales and trading of crude oil, fuel
and petrochemicals into South Africa, Europe, North and South America, Asia,
Middle East and the Far East markets through offices in South Africa, Texas
in North America and Rotterdam in the Netherlands. As the then head of New
Ventures, Strategy and Planning division, she experienced doing business in
some of the African countries. Overall, Dr Siswana’s experience covers
almost the entire oil and gas downstream business with the exclusion of the
retail sector, both at strategic and operational levels.
NAME: Itumeleng Dlamini (41)
QUALIFICATION AND EXPERIENCE: Tumi is the Executive Director at Master
Builders South Africa (MBSA), a
leading trade association representing employers in the construction
industry in South Africa. She is the first woman and first black person to
hold the position in the organisation’s 110 year history. Her primary role
is to promote the interests of the industry through lobbying parliament and
government on matters that affect the development and sustainability of the
construction industry. Tumi is also the Honorary Consul Designate for the
Republic of Cote d’Ivoire in South Africa. She has been instrumental in
assisting to set up a Southern Africa Trade and Investment Office which will
facilitate and promote trade and investment relations between South Africa
and Cote d’Ivoire.
Prior to joining MBSA, Tumi held the executive positions of Head of
International Relations and Head of Africa Legacy Projects at the 2010 FIFA
World Cup™ Organising Committee South Africa where she was responsible for
managing and coordinating international affairs of the Organising Committee,
promoting and positioning South Africa as a tourism and investment
destination. She was also responsible for establishing (in South Africa)
and coordinating (on the continent) community projects in sports, arts,
education and culture to ensure that that the first World Cup in Africa left
a sustainable legacy.
Prior to joining the Organising Committee, Ms. Dlamini practiced as an
attorney at Bowman Gilfillan, an international law firm, where she became
the first female black partner in an international law firm in South Africa.
She specialized in Corporate, Commercial and Financial Law with a specific
focus on cross border mergers and acquisitions.
Education includes:
B Social Sciences Degree and a postgraduate degree in LLB from the
University of Cape Town.
NAME: Bobby Godsell (62)
QUALIFICATION AND EXPERIENCE: Bobby Godsell is the current Chair of
Business Leadership South Africa, an organisation representing some 80 of
the largest businesses operating in South Africa. He is also a member of
the country’s National Planning Commission. He serves on the Boards of the
Industrial Development Corporation, and the London listed Russian Gold and
Silver mining company, Polymetal International. He serves as co-chair of the
Millennium Labour Council, a social dialogue body involving business and
labour leaders.
NAME: Peter G Nelson (60)
QUALIFICATION AND EXPERIENCE: Peter holds Bachelor of Commerce (Rhodes
University), Bachelor of Accounting Honour (University of South Africa) and
Chartered Accountant (South Africa) and experienced in manufacturing,
mining, telecommunications, healthcare, leisure, property, packaging and
motor industry in listed and private entities in South Africa, United
Kingdom, Zimbabwe and Nigeria.
Sandton
7 November 2014
Sponsor
Merrill Lynch South Africa (Pty) Ltd
PPC:
Azola Lowan
Tel: +27 (0) 11 386 9000
Azola.Lowan@ppc.co.za
Financial Communications Advisor:
Instinctif Partners
Morne Reinders
Mobile : +27 (82) 480 4541
Morne.reinders@instinctif.com
Louise Fortuin
Mobile: +27 (71) 605 4294
Louise.fortuin@instinctif.com
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