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Notice of annual general meeting
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for the year ended 30 September 2007
 
   
 
 
PRETORIA PORTLAND CEMENT COMPANY LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1892/000667/06)
(“PPC”) or (“the company”)
JSE code: PPC
ISIN code: ZAE000096475
 
The one hundred and twelfth annual general meeting of Pretoria Portland Cement Company Limited will be held in the Hilton Hotel, Rivonia Road, Sandton, on Monday, 28 January 2008 at 12:00 for the purpose of conducting the following business:
1.
To receive and adopt the annual financial statements for the year ended 30 September 2007, including the directors’ report and the report of the auditors.
   
2.
To elect directors in accordance with the provisions of the company’s articles of association. Ms ZJ Kganyago and NB Langa-Royds, having been appointed as directors by the board during the year, are required to retire. Messrs S Abdul Kader, MJ Shaw and J Shibambo are required to retire by rotation. All retiring directors are eligible and have offered themselves for election and re-election respectively and the nominations committee has recommended their election and re-election respectively. A brief curriculum vitae of each director standing for election and re-election accompanies this notice.
   
3.
To consider and, if deemed fit, to pass with or without modification, the following ordinary resolution:
“That with effect from 1 October 2007 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:
 
a) The chairman, inclusive of fees as board and committees’ member, an all inclusive fee of R500 000 per annum;
b) A board member, R135 000 per annum;
c) The audit committee chairman, R125 000 per annum;
d) An audit committee member, R65 000 per annum;
e) The remuneration committee chairman, R100 000 per annum;
f) A remuneration committee member, R50 000 per annum;
g) The risk and compliance committee chairman, R80 000 per annum;
h) A risk and compliance committee member, R40 000 per annum;
i) Other committee chairman, R80 000 per annum; and
j) Other committee member, R40 000 per annum.”
   
4.
To consider and, if deemed fit, to pass with or without modification the following special resolution:
That
 
a)
The directors of the company be authorised on behalf of the company from time to time to acquire issued shares in the ordinary share capital of the company on the JSE Limited open market at a price no greater than 10% above the weighted average of the market value for the securities for the five previous business days immediately preceding the date on which the transaction was agreed or at a bid price no greater than the current trading price of the share; and
the purchase by any of the company’s subsidiaries of shares in the company in the manner contemplated by and in accordance with the provisions of section 89 of the Companies Act, 1973, and other provisions which may be applicable.
   
b)
The authorisation granted in terms of (a) above shall remain in force from the date of registration of this special resolution by the Registrar of Companies until the conclusion of the next annual general meeting of the company and in any event, no later than 15 months from the date on which it was passed.
   
c)
The repurchase by the company of its own securities in terms of (a) above may not exceed 10% of the company’s issued ordinary share capital in the aggregate in any one financial year or in the case of acquisition by any of the company’s subsidiaries, 10% of the issued ordinary share capital in the aggregate.
   
d)
The company’s intention regarding the utilisation of the authority which is sought in terms of (a) above is to continue with the share buyback programme initiated with the sanction of shareholders on 25 January 2002.
   
e)
The repurchase of securities being effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the company and the counterparty.
   
f)
Authorisation to repurchase the shares is in accordance with the company’s articles of association.
   
g)
Only one agent will effect the buyback on behalf of the company.
   
h)
After the repurchase has been effected the company will still comply with paragraphs 3.37 to 3.41 concerning shareholder spread requirements.
   
i) The company and its subsidiaries will not repurchase shares during a closed period.
   
j)
In the event that the directors are granted general authority to buy back a maximum 10% of the issued share capital of PPC, or in the case of acquisition by any of the company’s subsidiaries, 10% of the issued ordinary share capital in the aggregate, it is the opinion of the directors that following any repurchase of shares:
 
  • the company and the group would be able in the ordinary course of business to pay its debts for a period of 12 months after the date of notice issued in respect of the annual general meeting; and
  • the assets of the company and the group would be in excess of the liabilities of the company and the group. For this purpose, the assets and liabilities would be recognised and measured in accordance with the accounting policies used in the latest audited group annual financial statements; and
  • the ordinary capital and reserves of the company and the group would be adequate for a period of 12 months after the date of notice issued in respect of the annual general meeting; and
  • the working capital of the company and the group would be adequate for ordinary business purposes for a period of 12 months after the date of notice issued in respect of the annual general meeting.
   
 
Detail in regard to other JSE listing requirements applying to special resolution number 4
   
  Details of the directors
  Directors’ details are set out in the Board of Directors.
   
  Directors’ responsibility statement
 
The directors collectively and individually accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make the statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that the annual report contains all information required by the JSE Listing Requirements.
   
  Interests of directors
 
The interests of the directors in the share capital of the company are set out in note 37.
   
  Major shareholders
 
Details of major shareholders of the company are set out in the "PPC in the stock market" section.
   
  Share capital of the company
 
Details of the share capital of the company are set out in note 10.
   
  Material change
 
There has been no material change in the financial or trading position of the company and its subsidiaries since the date of publication of the company’s annual results on 30 October 2007.
   
  Litigation
 
The company and its subsidiaries are not, and have not in the 12 months preceding the date of this notice of annual general meeting, been involved in any legal or arbitration proceedings which may have or have had a material effect on the financial position of the company and its subsidiaries, nor is the company aware of any such proceedings that are pending or threatened.

The reason for proposing the special resolution is to permit and authorise PPC to acquire its own shares and permit and authorise a subsidiary of PPC to acquire shares in PPC. The effect will be to authorise the directors to purchase shares in PPC.

When the company has cumulatively repurchased 3% of the initial number of the relevant class of securities, and for each 3% in aggregate of the initial number of that class acquired thereafter, the company will publish an announcement giving details thereof in accordance with Rule 11.27 of the Listing Requirements of the JSE. The company undertakes that it will not enter the market to repurchase the company’s securities in terms of this general authority until such time as the company’s sponsor has provided written confirmation to the JSE regarding the adequacy of the company’s working capital in accordance with Schedule 25 of the Listing Requirements of the JSE.
   
5.
To re-appoint Messrs Deloitte & Touche as external auditors of the company to hold office from the conclusion of the one hundred and twelfth annual general meeting until the conclusion of the next annual general meeting of the company.
   
6.
To authorise the directors to fix the remuneration of the external auditors, Messrs Deloitte & Touche, for the past year’s audit.
   
7.
To transact such other business as may be transacted at an annual general meeting.
   
 
A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies (who need not be a member of the company) to attend, speak and vote in their stead.
   
Shareholders who have dematerialised their PPC shares other than with “own name” registration who wish to attend the meeting in person, they will need to request their CSDP or broker to provide them with the necessary letter of representation in terms of the custody agreement entered into between the dematerialised shareholder and the CSDP or broker.

A form of proxy is enclosed, for the use of members who hold their shares in certificated or in dematerialised “own name” form only, who are unable to attend the meeting, and who wish to be represented at the meeting, or may be obtained on application to the secretaries at the company’s registered address or by telephone +27 11 445 1000. The attention of members is drawn to the fact that if it is to be effective, the completed form of proxy must reach the company’s transfer secretaries or the registered office of the company by no later than 12:00 on Thursday, 24 January 2008.

A form of proxy is only to be completed by the shareholders that are holding shares in certificated form or are recorded on the sub-register in electronic form in “own name”.

By order of the board
 
BARLOWORLD TRUST COMPANY LIMITED
Secretaries
Per AR Holt
29 October 2007
 
 
 
CURRICULUM VITAE OF DIRECTORS BEING ELECTED AND RE-ELECTED AT THE ANNUAL GENERAL MEETING
 
S Abdul Kader (37)
BSc, BB & A (Hons), MBA (Cum laude)
Director, organisational performance and transformation
Salim Abdul Kader was appointed to the PPC board in May 2005 as executive director responsible for organisational performance. In addition, during 2007, he also assumed executive responsibility for transformation. He joined the PPC group in 2004 as organisational performance director, cement division and was thereafter appointed an alternate director on the PPC board in November 2004.

Prior to joining PPC he was the organisational effectiveness executive for the Tiger Brands group responsible for human resources development. Salim started his career with Tiger Food Brands in the technical and operations functions before moving into human resources.
 
ZJ Kganyago (41)
BCom, Estate Agents Board, Advanced Diploma in Property Planning, Development and Management, University of Nevada Executive Development Programme.

Zibusiso Kganyago was appointed to the PPC board in October 2007. She is the executive director of gaming developments at Tsogo Sun. Zibusiso has been involved with property development and construction management over the past thirteen years.

She is a non-executive director of the Johannesburg Property Company, a member of the National Land Affairs Board and a member of the Institute of Black Property Practitioners.
 
NB Langa-Royds (45)
BA (Law), LLB
Ntombi Langa-Royds was appointed to the PPC board in October 2007. She owns Nthake Consulting, a human resources consulting firm specialising in human resources management and allied services. She has twenty-one years’ experience in the human resources environment, with previous positions as Director of Human Resources at Independent Newspapers Holdings Limited, South African Broadcasting Corporation and Bevcan division of Nampak Limited.

She is a non-executive director of Exhibitions for Africa, Momentum Group Limited, Momentum Health (Pty) Limited, Primedia Publishing (Pty) Limited, Respiratory Care Africa Limited and Human Capital Institute (Africa).
 
MJ Shaw (69)
CA (SA)
Chairman
Martin Shaw was appointed to the PPC board in 2001. He served as managing partner, chief executive and chairman of Deloitte & Touche in South Africa until his retirement from the firm in 2001. He was president of the Natal Society of Chartered Accountants from 1977 to 1978 and president of the South African Institute of Chartered Accountants from 1982 to 1983.

He is chairman of Reunert Limited and a director of Illovo Sugar Limited, JD Group Limited, Liberty Group Limited, Liberty Holdings Limited, Murray & Roberts Holdings Limited, Standard Bank Group Limited and Standard Bank of South Africa Limited.
 
J Shibambo (59)
Dip Bus Econ, Dip Bus Admin, Dip Estate Agency
Joe Shibambo was appointed to the PPC board in May 2005. He has been involved in the construction industry since 1979, and has gained invaluable knowledge in building construction, construction management, property development and the implementation of BEE development programmes. He is the managing director of Hlamalane Investment Holdings, a holding company established in 2005. Through his organisation, he helps historically disadvantaged individuals in the basic management principles of the construction industry and the effective management thereof. He was the first black independent residential developer to start a “green fields” township development and the first independent contractor to build a shopping centre, both of which were in Soweto.
 
 
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