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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PPC Ltd. published this content on 18 November 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 November 2022 14:09:06 UTC.