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Notice of annual general meeting

for the year ended 30 September 2010
 

PRETORIA PORTLAND CEMENT COMPANY LIMITED
Incorporated in the Republic of South Africa
(Registration No: 1892/000667/06)
JSE share code: PPC
ZSE share code: PPC
ISIN code: ZAE000125886
(PPC) or (the company)
 
NOTICE IS HEREBY GIVEN THAT the 115th annual general meeting of Pretoria Portland Cement Company Limited will be held in the JSE 1 Room at the Radisson Blu Hotel in Sandton, cnr Rivonia Road and Daisy Street, on Monday, 31 January 2011 at 12:00 to conduct the following business: 
 

ORDINARY BUSINESS
Resolution 1. To receive and adopt the annual financial statements for the year ended 30 September 2010, including the directors' report and report of the auditors. 
Resolution 2. To confirm the appointment of Ms B Modise who was appointed between the two annual general meetings: a brief curriculum vitae appears below.
"Resolved that the appointment of B Modise as a director of the company effective from 1 December 2010 is hereby confirmed." 
Resolution 3. To consider the re-election of Messrs P Esterhuysen, BL Sibiya, TDA Ross and AJ Lamprecht who are required to retire by rotation, have offered themselves for re-election and are recommended for re-election by the nominations committee. Brief curricula vitae of directors standing for re-election appear in directorate of this report. 
Resolution 3.1 "Resolved that Mr P Esterhuysen who is required to retire as a director of the company at this annual general meeting is hereby reappointed as a director of the company with immediate effect." 
Resolution 3.2 "Resolved that Mr BL Sibiya who is required to retire as a director of the company at this annual general meeting is hereby reappointed as a director of the company with immediate effect." 
Resolution 3.3 "Resolved that Mr TDA Ross who is required to retire as a director of the company at this annual general meeting is hereby reappointed as a director of the company with immediate effect." 
Resolution 3.4 "Resolved that Mr AJ Lamprecht who is required to retire as a director of the company at this annual general meeting is hereby reappointed as a director of the company with immediate effect." 
Resolution 4. To consider and, if deemed fit, to pass with or without modification, the following ordinary resolution:
"Resolved that with effect from 1 October 2010 and in terms of article 61 of the company's articles of association, the fees payable to the non-executive directors be set as follows: 
 
  Base
fee		 Attendance
fee		 Total
fee
Board fees
      
Chairman R342 500 R342 500 R685 000
Board member R94 000 R94 000 R188 000
Committee fees
      
Audit chair R90 000 R90 000 R180 000
Audit member R45 000 R45 000 R90 000
Remuneration chair R67 500 R67 500 R135 000
Remuneration member R35 000 R35 000 R70 000
Risk and compliance chair R67 500 R67 500 R135 000
Risk and compliance member R35 000 R35 000 R70 000
Social and ethics chair R67 500 R67 500 R135 000
Social and ethics member R35 000 R35 000 R70 000
Nominations chair R50 000 R50 000 R100 000
Nominations member R25 000 R25 000 R50 000
Additional meetings
 Per meeting
Chair R30 000
Member R15 000    
 
Resolution 5. To approve the reappointment of Messrs Deloitte & Touche as external auditors of the company as recommended by the audit committee for the ensuing period terminating on the conclusion of the next AGM of the company. Mr Michael John Jarvis (IRBA no 342297) from this firm of auditors will undertake the audit. 
Resolution 6. To authorise the directors to fix the remuneration of the external auditors, Messrs Deloitte & Touche, for the past year's audit. 
 

AS SPECIAL BUSINESS, TO CONSIDER AND IF DEEMED FIT, PASS WITH OR WITHOUT MODIFICATION THE FOLLOWING RESOLUTIONS:
ORDINARY RESOLUTION 7: APPOINTMENT OF GROUP AUDIT COMMITTEE MEMBERS
"RESOLVED that the members of the company's audit committee, as set out below, be and are hereby appointed. The membership as proposed by the board of directors is Mr TDA Ross, Ms ZJ Kganyago and Ms B Modise, all of whom are independent non-executive directors." 
 
ORDINARY RESOLUTION 8: NON-BINDING RESOLUTION OF THE REMUNERATION POLICY 
"RESOLVED to approve in accordance with the recommendations of King III, through a non-binding advisory vote, the company's remuneration policy and its implementation, as set out in the remuneration report contained in the integrated report." 
 
RESOLUTION 9: A SPECIAL RESOLUTION: GENERAL AUTHORITY TO REPURCHASE SHARES 
To provide the directors with flexibility to repurchase securities in terms of section 85 of the Companies Act as and when suitable situations arise: "RESOLVED, as a general approval in terms of section 85(2) as read with section 85(3) of the Companies Act, that the company or any subsidiary of the company may, subject to the Companies Act, the company's articles of association and the listings requirements of the JSE from time to time (listings requirements) and any other stock exchange upon which the securities in the capital of the company may be quoted or listed from time to time, repurchase securities issued by the company, provided that this authority shall be valid only until the next annual general meeting of the company or for 15 months from the date of the resolution, whichever is shorter, and may be varied or revoked by a special resolution by any general meeting of the company at any time prior to the next annual general meeting."

Pursuant to the above the following additional information, required in terms of the listings requirements, is submitted:
It is recorded that the company or any subsidiary of the company may only make a general repurchase of the company's securities if: 
• The repurchase of securities is effected through the order book operated by the JSE trading system and is done without any prior understanding or arrangement between the company or the relevant subsidiary and the counterparty; 
• The company is authorised thereto by its articles of association; 
• The company is authorised thereto by its shareholders in terms of a special resolution of the company in general meeting, which authorisation shall be valid only until the next annual general meeting or for 15 months from the date of the resolution, whichever period is the shorter; 
• Repurchases are made at a price not greater than 10% above the weighted average of the market value for the securities for the five business days immediately preceding the date on which the repurchase is effected; 
• At any point in time, the company or the relevant subsidiary may only appoint one agent to effect any repurchases on the company's behalf; 
• The company or the relevant subsidiary does not repurchase securities during a prohibited period defined in terms of the listings requirements, unless it has a repurchase programme where the dates and quantities of securities to be traded during the relevant period are fixed (not subject to any variation) and full details of the programme have been disclosed in an announcement on SENS prior to the commencement of the prohibited period; 
• A paid press announcement containing full details of such repurchases is published as soon as the company or subsidiary has repurchased securities constituting, on a cumulative basis, 3% of the number of securities in issue prior to the repurchases and for each 3%, on a cumulative basis, thereafter; 
• The general repurchase is limited to a maximum of 10% of the company's issued share capital of that class in any one financial year. 
 
Any acquisition shall be subject to:
• The Companies Act, as amended;
• The listings requirements and any other applicable stock exchange rules, as may be amended from time to time; 
• The sanction of any other relevant authority whose approval is required in law. 
 
The directors of the company undertake that, after having considered the effect of the repurchases, they will not undertake such repurchases unless: 
• The company and the group would be able to repay their debts in the ordinary course of business for the period of 12 months after the date of the notice of the annual general meeting; 
• The assets of the company and the group, fairly valued in accordance with International Financial Reporting Standards and the company's accounting policies used in the latest audited group financial statements, will be in excess of the liabilities of the company and the group for the period of 12 months after the date of the notice of the annual general meeting; 
• The company and the group will have adequate capital and reserves for ordinary business purposes for the period of 12 months after the date of the notice of the annual general meeting; 
• The working capital of the company and the group will be adequate for ordinary business purposes for the period of 12 months after the date of the notice of the annual general meeting; 
• A general repurchase shall not be effected before the sponsor has discharged its responsibilities in terms of paragraph 2.12 of the listings requirements, in respect of the directors' working capital statement. 
 
The reason for passing the special resolution is to enable the company or any of its subsidiaries, by way of a general authority from shareholders, to repurchase securities issued by the company.

The effect of the special resolution, once registered, will be to permit the company or any of its subsidiaries to repurchase such securities in terms of the Companies Act. This authority will only be used if circumstances are appropriate.

For the purposes of considering the special resolution and in compliance with paragraph 11.26 of the listings requirements, certain information is either listed below or has been included elsewhere in this report, in which this notice of annual general meeting is included: 
• Directors;
• Major shareholders;
• No material changes in the financial or trading position of the company and its subsidiaries have occurred since 30 September 2010; 
• Directors’ interests in securities;
• Share capital of the company;
• The directors, whose names are set out in directorate of this report, collectively and individually accept full responsibility for the accuracy of the information contained in this notice and accompanying documents and certify that, to the best of their knowledge and belief, there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this notice contains all information required by law and the JSE listings requirements; 
• There are no legal or arbitration proceedings (including any such proceedings that are pending or threatened of which the company is aware), which may have or have had a material effect on the company's financial position over the past 12 months. 
 
10. To transact such other business as may be transacted at an annual general meeting. 
 

PROXY AND VOTING PROCEDURE
Members who have not dematerialised their shares or who have dematerialised their shares with 'own-name' registration are entitled to attend or vote at the annual general meeting and are entitled to appoint a proxy to attend, speak and vote in their stead. The person so appointed need not be a member of the company.

If certificated members or dematerialised members with own-name registration are unable to attend the annual general meeting, but wish to be represented at this meeting, they must complete the proxy form of this notice.

To be effective, proxy forms should be delivered to the transfer secretaries, Link Market Services South Africa (Pty) Limited, 11 Diagonal Street, Johannesburg, 2001 (PO Box 4844, Johannesburg, 2000) and for Zimbabwean PPC shareholders, Corpserve (Private) Limited, 2nd floor, ZB Centre, corner First Street and Kwame Nkrumah Avenue, Harare, Zimbabwe (PO Box 2208, Harare, Zimbabwe), to reach these addresses no later than 12:00 on Thursday, 27 January 2011.

Members who have dematerialised their shares, other than those members who have dematerialised their shares with own-name registration, should contact their participant (previously central securities depository participant) or stockbroker: 
• To furnish their participant or stockbroker with their voting instruction; or 
• If they wish to attend the meeting, to obtain the necessary authority to do so. 
 
Any shareholder having difficulties or queries on the above may contact the company secretary on +27 11 386 9000. 

BRIEF CURRICULUM VITAE OF BRIDGETTE MODISE
Bridgette holds a BCompt (hons) CTA degree from Unisa and is a member of the South African Institute of Chartered Accountants and of the Certified Institute of Management. She completed her articles at KPMG and, after a short period in the banking sector, she returned to the audit profession, rejoining KPMG as audit partner in 2002. Bridgette left KPMG in 2008 to become the founder and managing director of Kutira Capital, an investment and advisory services company.

By order of the board 
 
 
JHDLR Snyman
Company secretary
1 December 2010
Sandton
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