PPC : NOTICE OF AGM 2022

CELEBRATING 130 YEARS OF UNSHAKEABLE

NoticeSummarisedof annual general financialmeeting statements2022 2022

PPC

130

YEARS

PPC NOTICE OF ANNUAL GENERAL MEETING 2022

CONTENTS

1. Notice of annual general meeting

1. Electronic participation in the AGM

1. Form of proxy

1. Summary of the rights of a shareholder
2. Curricula Vitarum

1. Notice to Zimbabwean shareholders
2. Audited annual financial statements 2022

NOTICE OF

ANNUAL GENERAL MEETING

PPC LTD

Incorporated in the Republic of South Africa (Registration No: 1892/000667/06)

JSE / ZSE share code: PPC

ISIN: ZAE000170049

(PPC or the company or the group)

Notice is hereby given that the 130th annual general meeting (AGM) of the company will be held at 12:00 on Friday, 9 September 2022. The AGM of shareholders of the company will only be accessible through electronic participation, as provided for by the Johannesburg Stock Exchange Limited (JSE) and in terms of the provisions of the Companies Act 71 of 2008, as amended (Companies Act) and the company's memorandum of incorporation (MoI) to consider the following business and, if deemed fit, to approve, with or without modification, the ordinary and special resolutions set out herein.

Should any shareholder (or a representative or proxy for a shareholder) wish to participate in and/or vote at the AGM by way of electronic participation, such shareholder must either:

1. register online using the online registration portal at https://meetnow.global/za, prior to the commencement of the AGM; or
2. make a written application (the form of which is attached to this notice of the company's AGM (notice)) to so participate, by delivering the application form to the transfer secretaries, being Computershare Investor Services Proprietary Limited (Computershare), at First Floor, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, or posting it to Private Bag X9000, Saxonwold, 2132 (at the risk of the shareholder), or sending it by email to [e-mail].
   so as to be received by the transfer secretaries by no later than 12:00 on Wednesday,
   7 September 2022, in order for the transfer secretaries to arrange such participation for the shareholder and for the transfer secretaries to provide the shareholder with the details as to how to access the AGM by means of electronic participation. Shareholders may still register/apply to participate in and/or vote electronically at the AGM after this date, provided, however, that those shareholders are verified (as required in terms of section 63(1) of the Companies Act) and are registered at the commencement of the AGM.

For the avoidance of doubt, dematerialised shareholders without "own name" registration would still need to submit their voting instructions via their Central Securities Depository Participants (CSDP) or broker or obtain a letter of representation from their CSDP or broker to participate in and/or vote at the AGM electronically.

In terms of section 63(1) of the Companies Act, any person participating in the AGM must present reasonably satisfactory identification and the person presiding at the AGM must be reasonably satisfied that the right of any person to participate in and vote (whether as a shareholder or as a representative or proxy for a shareholder) has been reasonably verified. Shareholders of the company who wish to participate in the AGM electronically should provide such identification when making written application to so participate.

Shareholders will be liable for their own network charges and it will not be for the expense of PPC or Computershare. Neither PPC nor Computershare can be held accountable in the case of loss of network connectivity or network failure including, but not limited to, insufficient airtime, internet connectivity, power outages, which would prevent you from voting or participating in the virtual AGM.

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PPC NOTICE OF ANNUAL GENERAL MEETING 2022 2

NOTICE OF

ANNUAL GENERAL MEETING continued

SALIENT DATES AND TIME

The salient dates and times applicable to the 130th AGM, are set out below:

	2022
Notice to attend PPC's AGM on	Wednesday, 27 July
Record date to receive the notice of AGM	Friday, 22 July
Last day to trade to be recorded in the register to vote at the AGM	Tuesday, 30 August
Record date to be eligible to vote at the AGM (voting record date)	Friday, 2 September
Last day to lodge forms of proxy for the AGM by 12:00	Wednesday, 7 September
AGM to be held at 12:00	Friday, 9 September
Results of AGM released via stock exchange news service (SENS) on	Friday, 9 September

Notes:

1. The above dates and times are subject to amendment. Any such amendment will be released via SENS.
2. All times given are local times in South Africa.
3. Any forms of proxy not delivered to the meeting secretaries by 12:00 on Wednesday,
   7 September 2022 may be emailed to [e-mail] will be handed to the chair of the AGM immediately before the appointed proxy exercises any of the shareholder's rights at the AGM.

Reports available online

The following documents are available online at www.ppc.africa:

• Notice of AGM 2022, including the audited annual financial statements of the company and its subsidiaries for the year ending 31 March 2022, which have been distributed via electronic communication and via post to all the registered shareholders of the company
• Integrated annual report 2022 (IAR), which includes
• • The governance report 2022
  • The social and ethics committee report 2022, as required in terms of Regulation 43(5)(c) of the Companies Regulations, 2011
  • The remuneration policy and remuneration implementation report 2022
• The PPC B-BBEE certificate, and B-BBEE compliance certificate

ORDINARY BUSINESS

The percentage of voting rights that will be required for the adoption of each ordinary resolution is 50% + 1 (fifty percent plus one) vote of the voting rights exercised on the resolution, with the exception of ordinary resolution number 6 - general authority to issue shares for cash, where it is at least 75% (seventy-five percent) of the voting rights exercised on the resolution in terms of the Listings Requirements of the JSE (JSE Listings Requirements).

SOCIAL AND ETHICS COMMITTEE REPORT

In accordance with Regulation 43(5)(c) of the Companies Regulations, 2011 promulgated under the Companies Act, a member of the social and ethics committee (the committee) is required to report to shareholders on the matters within the mandate of the committee. The committee's report is contained on pages 89 to 91 of the 2022 integrated annual report.

PRESENTATION OF ANNUAL FINANCIAL STATEMENTS

The consolidated audited annual financial statements (AFS) of the company and its subsidiaries, incorporating the reports of the independent auditor and the audit, risk and compliance committee (ARCC) and the directors, for the year ended 31 March 2022, as approved by the board of directors of the company (board) on 1 July 2022 and published on 4 July 2022, which is attached to this AGM notice, are hereby presented to the shareholders as required in terms of section 30(3)(d), read with section 61(8)(a), of the Companies Act.

ORDINARY RESOLUTION NUMBER 1.1 TO 1.2 - ELECTION OF NEW DIRECTORS

1.1 Resolved that in terms of the JSE Listings Requirements, article 25.8.1 of the MoI and section 68(1) of the Companies Act, read with section 70(3)(b)(i), Mr Bjarne Hansen be and is hereby elected to the board as a non-executive director (NED) with immediate effect.

Explanatory note

Mr Bjarne Hansen was appointed to the board as a NED with effect from

1 November 2021 in terms of clause 25.8.1 of the MoI. A brief curriculum vitae (CV) of Mr Bjarne Hansen appears on page 22 of this AGM notice.

In terms of clause 25.2 of the MoI and section 68(1) of the Companies Act, read with section 70(3)(b)(i), this appointment must be confirmed at this AGM by a new election.

The percentage of voting rights required for ordinary resolution number 1 to be adopted is more than 50% (fifty percent) of the voting rights exercised in favour of the resolution by shareholders present at the AGM or represented by proxy and entitled to exercise voting rights on the resolution.

1.2 Resolved that in terms of the JSE Listings Requirements, article 25.8.1 of the MoI and section 68(1) of the Companies Act, read with section 70(3)(b)(i), Mr Daniel Smith be and is hereby elected to the board as a NED with effect 1 October 2022, being the commencement date of his appointment by the board.

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