Company

PPC Ltd. ("the Company")

Registration Nr.

1892/000667/06

Meeting

Annual General Meeting - PPC

shareholders

Meeting Date:

6 September 2023 at 12h00

Hybrid Meeting:

Meeting Venue:

(1) Virtual - Microsoft Teams; and

(2) PPC Offices First Floor, 5 Parks

Boulevard, Oxford Parks, Dunkeld

Compiled by:

Kevin Ross

MINUTES

Name

Designation

PPC directors present

Jabu Moleketi(2)

Chairman - Non-Executive Director

Bjarne Moltke Hansen(1)

Non-Executive Director

Charles Naude(1)

Non-Executive Director

Kunya Maphisa(2)

Non-Executive Director

Mark Thompson(2)

Non-Executive Director

Nonkululeko Gobodo(2)

Non-Executive Director

Nono Mkhondo(2)

Non-Executive Director

Daniel Smith(2)

Non-Executive Director

Roland van Wijnen(2)

CEO - Executive Director

Brenda Berlin(2)

CFO - Executive Director

Shareholders present

The total number of PPC ordinary shares ("Shares") in issue that could have voted at the AGM was 1,553,764,624 and the total number of Shares present at the AGM in person or by proxy was 1,060,292,232 representing 68,24% of the total Shares that could have voted.

Meeting scrutineers

Computershare Investor Services (Proprietary) Limited

Company Secretary

Kevin Ross(2)

Group Head Legal & Compliance and Company Secretary

Item

Title

Actions

1.

Welcome

1.1.

The Chairman

of the PPC Limited board of directors ("Board"), Mr Jabu Moleketi ("Chairman"),

None

welcomed all shareholders and members of the Board to the 131st annual general meeting ("AGM") of

the Company. The Chairman declared the meeting duly constituted.

The Chairman introduced all directors, including the following statutory committee chairpersons present

at the AGM:

Page 1 of 11

Item

Title

Actions

- Mark Thompson - audit, risk and compliance committee ("ARCC").

- Noluvuyo Mkhondo - reward and talent committee ("RTC").

- Nonkululeko Gobodo - social, ethics and transformation committee ("SETCO").

2.

Notice of meeting

2.1.

The Chairman confirmed that the notice of the AGM was given in terms of the memorandum of

None

incorporation ("MOI") of the Company and the Companies Act, 71 of 2008 ("the Companies Act"). The

notice was distributed to shareholders on Friday, 28 July 2022.

3.

Minutes of the previous AGM

3.1.

The Chairman confirmed that the minutes of the previous AGM held on 9 September 2023 were verified

None

by the Board.

4.

Proceedings - voting by way of a poll

Pursuant to clause 21.1.2 of the MOI, the Chairman determined that the voting in respect of the AGM

None

would proceed by way of a poll. Such poll voting would be conducted entirely electronically as

contemplated in section 63(2) of the Companies Act and clause 19.6.1 of the MOI, through the electronic

online facility provided by Computershare Investor Services (Proprietary) Limited, the transfer

secretaries of the Company ("Transfer Secretaries"). For the purposes of the poll, the Transfer

Secretaries were nominated to act as scrutineers.

All the resolutions proposed at the AGM were seconded by Mr. R van Wijnen, the Chief Executive Officer.

Shareholders were invited to vote on the proposed resolution at any time during the AGM until the

Chairman closed the voting on the resolutions. Shareholders were further invited to send messages and

view the webcast whilst the poll was open as the Chairman allowed any questions pursuant to the

motions discussed.

5.

Presentation of the annual financial statements

The consolidated audited annual financial statements of the Company for the year ended 31 March 2023

None

as approved by the Board were presented to the shareholders and noted.

6.

Approval of ordinary resolutions

The Chairman explained the ordinary resolutions (including non-binding resolutions) and special

None

resolutions to the shareholders and the reasons thereto, and advised on the voting rights to be exercised

at the AGM in order to pass the respective resolutions, being:

- Ordinary resolutions- more than 50% 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.

- Special resolutions- more than 75% 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.

Page 2 of 11

Item

Title

Actions

6.1.

Ordinary Resolution 1.1 - Re-election Ms N Gobodo

It was proposed that Ms N Gobodo be re-elected a non-executive director of the company.

None

On the motion of the Chairman, it was RESOLVED that Ms N Gobodo be re-elected a non-executive

director of the Company. The results of the votes are set out as follows:

Record of votes cast at the meeting

In favour

1 059 431 365

Shares

Against

129 050

Shares

Abstentions

731 817

Shares

Total votes

1 059 560 417

Shares

Percentage in favour

99.99%

Ordinary Resolution 1.2 - re-election of Mr C Naude

6.2.

It was proposed that Mr C Naude be elected a non-executive director of the company.

None

On the motion of the Chairman, it was RESOLVED that Mr C Naude be re-elected a non-executive director

of the Company. The results of the votes are set out as follows:

Record of votes cast at the meeting

In favour

947 403 986

Shares

Against

112 108 598

Shares

Abstentions

778 669

Shares

Total votes

1 059 512 584

Shares

Percentage in favour

89.42%

6.3.

Ordinary Resolution 1.3 - Re-election of Mr M Thompson

It was proposed that Mr M Thompson be re-elected an independent non-executive director following

None

her retirement as director due to rotation.

On the motion of the Chairman, it was RESOLVED that Mr M Thompson be re-elected an independent

non-executive director of the Company. The results of the votes are set out as follows:

Record of votes cast at the meeting

In favour

1 059 460 709

Shares

Against

51 875

Shares

Abstentions

778 669

Shares

Total votes

1 059 512 584

Shares

Percentage in favour

100.00%

6.4.

Ordinary Resolution 2.1 - Appointment to audit committee - N Gobodo

It was proposed that Ms N Gobodo being an independent non-executive director of the Company be

appointed as a member of the Company's ARCC.

On the motion of the Chairman, it was RESOLVED that Ms N Gobodo be appointed a member of the

Company's ARCC. The results of the votes are set out as follows:

Record of votes cast at the meeting

In favour

1 059 426 586

Shares

Against

149 881

Shares

Abstentions

714 786

Shares

Total votes

1 059 576 467

Shares

Percentage in favour

99.99%

Page 3 of 11

Item

Title

Actions

6.5.

Ordinary Resolution 2.2 - Appointment to audit committee - Ms N Mkhondo

It was proposed that Ms N Mkhondo being an independent non-executive director of the Company be

None

appointed as a member of the Company's ARCC.

On the motion of the Chairman, it was RESOLVED that Ms N Mkhondo be appointed a member of the

Company's ARCC. The results of the votes are set out as follows:

Record of votes cast at the meeting

In favour

1 028 787 875

Shares

Against

30 742 667

Shares

Abstentions

760 711

hares

Total votes

1 059 530 542

Shares

Percentage in favour

97.10%

6.6.

Ordinary Resolution 2.3 - Appointment to audit committee - Mr M Thompson

It was proposed that Mr M Thomson being an independent non-executive director of the Company be

appointed as a member of the Company's ARCC.

On the motion of the Chairman, it was RESOLVED that Mr M Thompson be appointed a member of the

Company's ARCC. The results of the votes are set out as follows:

Record of votes cast at the meeting

In favour

1 059 461 392

Shares

Against

71 875

Shares

Abstentions

757 986

Shares

Total votes

1 059 533 267

Shares

Percentage in favour

99.99%

6.7.

Ordinary Resolution number 3 - Appointment of external auditor

It was proposed that PricewaterhouseCoopers (PwC) be appointed the Company's independent external

None

auditor until the next AGM, with Mr Nqaba (Q) Ndiweni from PwC as the individual designated auditor

to undertake the audit of the Company for the ensuing financial year.

On the motion of the Chairman, it was RESOLVED that PwC be appointed the independent external

auditor of the Company with Mr N Ndiweni as the individual registered auditor for the ensuing financial

year. The results of the votes are set out below:

Record of votes cast at the meeting

In favour

1 044 039 940

Shares

Against

15 497 202

Shares

Abstentions

754 111

Shares

Total votes

1 059 537 142

Shares

Percentage in favour

98.54%

6.8.

Ordinary Resolution 4.1 - Non-binding advisory vote - Remuneration Policy

Shareholders were requested to endorse the Company's Remuneration Policy by way of a non-binding vote as required by the JSE Listings Requirements.

On the motion of the Chairman, it was RESOLVED that the Company's Remuneration Policy be endorsed by way of a non-binding vote. The results of the votes are set out below:

Page 4 of 11

Item

Title

Actions

Record of votes cast at the meeting

In favour

862 421 652

Shares

Against

196 848 615

Shares

Abstentions

1 020 986

Shares

Total votes

1 059 270 267

Shares

Percentage in favour

81.42%

6.9.

Ordinary Resolution 4.2 - Non-binding advisory vote - Remuneration Implementation

Report

Shareholders were requested to endorse the Company's Remuneration Implementation Report by way

None

of a non-binding vote as required by the JSE Listings Requirements.

On the motion of the Chairman, it was RESOLVED that the Company's Remuneration Implementation

Report be endorsed by way of a non-binding vote. The results of the votes are set out below:

Record of votes cast at the meeting

In favour

1 028 156 827

shares

Against

31 113 440

shares

Abstentions

1 020 986

shares

Total votes

1 059 270 267

shares

Percentage in favour

97.06%

6.10.

Ordinary Resolution 5 - Authority to implement resolutions

Shareholders were asked to authorise and empower any director or the company secretary to do all such

things and sign all such documents and take all such actions as may be necessary to implement the

ordinary and special resolutions as set out in the Notice of the AGM.

On the motion of the Chairman, it was RESOLVED that any director, or the company secretary be

authorised to do all such things and sign all such documents and take all such actions as may be necessary

to implement the ordinary and special resolutions as set out in the Notice of the AGM.

The results of the votes are set out below:

Record of votes cast at the meeting

In favour

1 059 395 419

Shares

Against

120 817

Shares

Abstentions

775 017

Shares

Total votes at the meeting

1 059 516 236

Shares

Percentage in favour

99.99%

7.

Special resolutions

7.1.

Special Resolution 1.1 - Financial Assistance - Section 44

The Chairman stated that approval was required for the Company to provide any direct or indirect

financial assistance by way of a loan, guarantee, the provision of security or otherwise, to its subsidiaries

and inter-related companies for the purpose of the subscription of any option, or any securities, issued

or to be issued by the Company or a related or inter-related company, or for the purchase of any securities

of the Company or a related or inter-related company, subject to the terms and conditions of section 44

of the Companies Act.

On the motion of the Chairman, it was RESOLVED that the Company be authorised, to provide financial

assistance as set out in the above paragraph, and as set out in the Notice of the AGM, subject to the

terms and conditions of section 44. The results of the votes are set out below:

Page 5 of 11

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Disclaimer

PPC Ltd. published this content on 06 September 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 October 2023 13:47:16 UTC.