PPC : SIGNED MINUTES OF THE AGM OF 9 SEPTEMBER 2022

		Company		PPC Ltd. ("the Company")
		Registration Nr.		1892/000667/06
		Meeting		Annual General Meeting - PPC
			shareholders
		Meeting Date:		9 September 2022 at 12h00
				Hybrid Meeting:
		Meeting Venue:		(1) Virtual - Microsoft Teams; and
				(2) Maseru Meeting Room
		Compiled by:		Kevin Ross

	MINUTES
Name	Designation
PPC directors present
Jabu Moleketi(2)	Chairman - Non-Executive Director
Bjarne Hansen(1)	Non-Executive Director
Charles Naude(1)	Non-Executive Director
Kunya Maphisa(1)	Non-Executive Director
Mark Thompson(2)	Non-Executive Director
Nonkululeko Gobodo(2)	Non-Executive Director
Nono Mkhondo(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 1,041,149,644, representing 67.01% 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
Apologies
Antony Ball	Non-Executive Director
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 130th annual general meeting ("AGM")
	of the Company. The Chairman declared the meeting duly constituted.
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The Chairman introduced all directors, including the following statutory committee chairpersons present at the AGM:

• Mark Thompson - audit, risk and compliance committee ("ARCC").
• Charles Naude - strategy and investment committee ("S&IC").
• Noluvuyo Mkhondo - reward and talent committee ("RTC").
• Nonkululeko Gobodo - social, ethics and transformation committee ("SETCO").

Apologies were received from Mr Anthony Ball, who was due to retire at the AGM, but had not offered himself for re-election.

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, 78 of 2008. The notice was
	distributed to shareholders on Wednesday, 27 July 2022. It was also confirmed that the FY2022
	integrated annual report contained no modifications to the audited annual financial statements
	published on SENS on 4 July 2022 ("FY22 AFS").

3. Minutes of the previous AGM

3.1.	The Chairman confirmed that the minutes of the previous AGM held on 27 August 2021 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	None
	AGM 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, a
	representative of the Transfer Secretaries, present at the AGM, was 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 None 2022 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, as well as 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

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			- 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
	6.1.		Ordinary Resolution 1.1 - Election of Mr Bjarne Hansen
			It was proposed that Mr Bjarne Hansen be elected a non-executive director of the company.	None
			On the motion of the Chairman, it was RESOLVED that Mr Hansen be 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		1 021 215 709	Shares
				Against		19 251 183	Shares
				Abstentions		682 752	Shares
				Total votes		1 040 466 892	Shares
				Percentage in favour		98.15%
	6.2.		Ordinary Resolution 1.2 - Election of Mr Daniel Smith
			It was proposed that Mr Daniel Smith be elected a non-executive director of the company.	None
			On the motion of the Chairman, it was RESOLVED that Mr Smith be 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		1 011 593 879	Shares
				Against		26 898 696	Shares
				Abstentions		2 657 069	Shares
				Total votes		1 038 492 575	Shares
				Percentage in favour		97.41%
	6.3.		Ordinary Resolution 2.1 - Re-election of Ms Noluvuyo Mkhondo (Chaired by Mr Mark Thompson)

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			It was proposed that Ms Noluvuyo Mkhondo be re-elected an independent non-executive director	None
			following her retirement as director due to rotation.
			On the motion of the stand-in Chairman (MT), it was RESOLVED that Ms Mkhondo 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		995 304 709	Shares
				Against		43 196 393	Shares
				Abstentions		2 648 542	Shares
				Total votes		1 038 501 102	Shares
				Percentage in favour		95.84%
	6.4.		Ordinary Resolution 2.2 - Re-election of Mr Jabulani Moleketi (Chaired by Mr Mark Thompson)
			It was proposed that Mr Jabulani Moleketi be re-elected as an independent non-executive director	None
			and Chairman of the Board following his retirement as director due to rotation.
			On the motion of the stand-in Chairman (MT), it was RESOLVED that Mr Moleketi 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		1 036 552 173	Shares
				Against		3 912 711	Shares
				Abstentions		684 760	Shares
				Total votes		1 040 464 884	Shares
				Percentage in favour		99.62%
	6.5.		Ordinary Resolution 3.1 - Appointment to audit committee - Ms Nonkululeko Gobodo
			It was proposed that Ms Nonkululeko Gobodo being an independent non-executive director of the	None
			Company be appointed as a member of the Company's ARCC.
			On the motion of the Chairman, it was RESOLVED that Ms 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		1 036 783 008	Shares
				Against		2 447 422	Shares
				Abstentions		1 919 214	Shares
				Total votes		1 039 230 430	Shares
				Percentage in favour		99.76%

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6.6.	Ordinary Resolution 3.2 - Appointment to audit committee - Ms Noluvuyo Mkhondo
	It was proposed that Ms Noluvuyo Mkhondo 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 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	996 165 977	Shares
		Against	43 121 553	Shares
		Abstentions	1 862 114	Shares
		Total votes	1 039 287 530	Shares
		Percentage in favour	95.85%
6.7.	Ordinary Resolution 3.3 - Appointment to audit committee - Mr Mark Richard Thompson
	It was proposed that Mr Mark Thompson being an independent non-executive director of the	None
	Company be appointed as a member of the Company's ARCC.
	On the motion of the Chairman, it was RESOLVED that Mr 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	1 036 096 294 Shares
		Against	3 204 744 Shares
		Abstentions	1 848 606 Shares
		Total votes	1 039 301 038 Shares
		Percentage in favour	99.69%
6.8.	Ordinary Resolution number 4 - Appointment of external auditor

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