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.