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Results of Annual General Meeting (AGM)
PPC Ltd
(Incorporated in the Republic of South Africa)
(Company registration number: 1892/000667/06)
JSE Code: PPC
ISIN: ZAE 000170049
(“PPC” or “the Company”)
RESULTS OF ANNUAL GENERAL MEETING (AGM)
PPC is pleased to advise its shareholders that all the proposed ordinary and
special resolutions contained in the Notice of the AGM (“Notice”) dated 7
December 2015 and tabled at the Company’s AGM held on Monday, 25 January 2016
were passed by the requisite majority of votes cast by shareholders.
Resolutions proposed Number of Percentage For Against Abstained
shares voted shares %ge %ge %ge
voted
Ordinary Resolution 1: Appointment of 480 068 483 79.30% 98.64 1.36 1.71
director – Ms Dakile-Hlongwane
480 068 483 79.30% 97.50 2.50 0.82
Ordinary Resolution 2: Reappointment
of a director – Mr SK Mhlarhi
480 068 483 79.30% 98.66 1.34 0.77
Ordinary Resolution 3: Reappointment
of a director – Mr TDA Ross
Ordinary Resolution 4: Reappointment 480 068 483 79.30% 99.88 0.12 0.77
of external auditors, Deloitte &
Touche
480 068 483 79.30% 99.77 0.23 0.82
Ordinary Resolution 5: authority to
fix remuneration of external auditors
480 068 483 79.30% 98.49 1.51 0.82
Ordinary Resolution 6: Appointment of
audit committee member – Ms B Modise
480 068 483 79.30% 98.56 1.44 0.82
Ordinary Resolution 7: Appointment of
audit committee member – Mr T Moyo
480 068 483 79.30% 97.60 2.40 0.82
Ordinary Resolution 8: Appointment of
audit committee member – Mr PG Nelson
480 068 483 79.30% 94.30 5.70 0.82
Ordinary Resolution 9: Appointment of
audit committee member – Mr TDA Ross
480 068 483 79.30% 65.01 34.99 0.89
Ordinary Resolution 10: Confirmation
of remuneration policy
Ordinary Resolution 11: Issue of
shares in respect of the Safika 480 068 483 79.30% 98.72 1.28 1.52
acquisition
Ordinary Resolution 12: Placing the
shares under the control of the 480 068 483 79.30% 85.83 14.17 0.82
directors
Ordinary Resolution 13: General
480 068 483 79.30% 87.24 12.76 1.39
authority to issue shares for cash
480 068 483 79.30% 97.76 2.24 0.85
Special Resolution 1 – S45 Financial
assistance
480 068 483 79.30% 98.41 1.59 1.21
Special Resolution 2.1: Directors’
fees - Chairperson
480 068 483 79.30% 98.48 1.52 1.27
Special Resolution 2.2: Directors’
fees – Non-executive Board member
480 068 486 79.30% 98.49 1.51 1.21
Special Resolution 2.3: Directors’
fees – Audit committee chairperson
480 068 483 79.30% 98.49 1.51 1.21
Special Resolution 2.4: Directors’
fees – audit committee member
480 068 483 79.30% 98.49 1.51 1.21
Special Resolution 2.5: Directors’
fees – Remuneration committee
chairperson
480 068 483 79.30% 98.49 1.51 1.21
Special Resolution 2.6: Directors’
fees - Remuneration committee member
Special Resolution 2.7: Directors’ 480 068 483 79.30% 99.84 0.16 0.32
fees – Risk and compliance committee
chairperson
Special Resolution 2.8: Directors’ 480 068 483 79.30% 99.84 0.16 0.32
fees – Risk and compliance committee
member
Special Resolution 2.9: Directors’ 480 068 483 79.30% 99.84 0.16 0.32
fees – Social and ethics committee
chairperson
Special Resolution 2.10: Directors’ 480 068 483 79.30% 99.84 0.16 0.32
fees – Social and ethics committee
member
Special Resolution 2.11: Directors’ 480 068 483 79.30% 99.84 0.16 0.32
fees – Nomination committee
chairperson
480 068 483 79.30% 99.84 0.16 0.32
Special Resolution 2.12: Directors’
fees - Nomination committee member
Special Resolution 2.13: Directors’ 480 068 483 79.30% 99.84 0.16 0.32
fees – Investment committee
chairperson
480 068 483 79.30% 99.84 0.16 0.32
Special Resolution 2.14: Directors’
fees - Investment committee member
480 068 483 79.30% 99.84 0.16 0.32
Special Resolution 2.15: Directors’
fees – Special meetings chairperson
480 068 483 79.30% 99.84 0.16 0.32
Special Resolution 2.16: Directors’
fees – Special meetings member
Special Resolution 2.17: Directors’ 480 068 483 79.30% 100.00 0.00 0.32
fees – Lead independent non-executive
director
Special Resolution 3 – General 480 068 483 79.30% 98.16 1.84 0.32
authority to repurchase company
shares
Special Resolution 4 – Issue of 480 067 982 79.30% 96.92 3.08 0.32
shares in respect of the 3Q
acquisition
CHANGES TO THE BOARD OF DIRECTORS
In terms of paragraph 3.59 of the Listings Requirements of the JSE Limited, the
Board of Directors of PPC (‘the Board’) hereby announces the following changes
to the Board with effect from 25 January 2016:
Retirement of Chairman
Mr Bheki Lindinkosi Sibiya, who has served as Chairman of the Board since
November 2008, elected not to offer himself for re-election at the Annual
General Meeting of Shareholders (“AGM”) held yesterday and accordingly retires
as Non-Executive Director and Chairman of the Board.
PPC achieved a number of key milestones under Mr Sibiya’s stewardship, notably
the successful conversion of the company’s mining rights and the initiation of
its African expansion strategy which to date has borne the recently
commissioned plant in Rwanda and the projects underway in DRC, Zimbabwe and
Ethiopia.
Notably, Mr Sibiya ensured board continuity and preservation of corporate
expertise during a challenging phase in the Company’s history.
Mr Bheki Sibiya commented:
“I have enjoyed working with PPC over the past seven years, despite some unique
challenges. I wish to thank my fellow board members past and present for their
support in steering the Company to a position where it is equally capable of
tolerating and even capitalising on challenges domestically and leveraging
growth opportunities on the continent.“
I have always said that I will retire once a stable board has been bedded down.
I have every confidence in the Board as it stands, and the management team under
the leadership of Mr Darryll Castle.”
The process of appointing a successor to Mr Sibiya is far progressed and the
board expects to make an announcement in this regard soon.
Retirement of Directors
Mr Mangalani Peter Malungani who has served as Non-Executive Director of PPC
since February 2009, elected not to offer himself for re-election at the AGM
held yesterday and accordingly retires from the Board.
Due to the retirement of Mr Sibiya, his alternate, Ms Zibusiso Kganyago also
retired at the AGM. She has been a member of the board since October 2007.
Appointment of Director
Ms Salukazi Dakile-Hlongwane has been elected as a Non-Executive Director of the
Board. Ms Dakile-Hlongwane is currently the Chairperson and co-founder of Nozala
Investments Pty Limited. She is also a trustee of the Nozala Trust and the
Chancellor House Trust as well as a member of the International Women’s
Forum/South Africa and Women Corporate Directors.
Her career spans various organisations, including Lesotho National Development
Corporation, African Development Bank (Abidjan-Cote d’Ivoire), the Development
Bank of Southern Africa, FirstCorp Merchant Bank and BOE Specialised Finance.
She holds a BA degree (economics and statistics) from the National University of
Lesotho and a Master’s degree (development economics) from Williams College
Massachusetts, USA).
The Board welcomes Ms Dakile-Hlongwane and looks forward to her input and
expertise going forward as the Company transforms into a truly African cement
and diversified building materials business.
The Board further wishes to thank Messrs Sibiya and Malungani as well as Ms
Kganyago for their dedicated service and valuable contribution to the Board
during their respective tenures. Their input and involvement often extended
beyond the ordinary call of duty and at a great personal expense, for which the
Board will be ever grateful.
Sandton
26 January 2016
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 (0) 82 325 1810
Morne.Reinders@instinctif.com
Louise Fortuin
Mobile: +27 (0) 71 605 4294
Louise.fortuin@instinctif.com
Date: 26/01/2016 08:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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