This Circular is important and requires your immediate attention.

The defi nitions and interpretations commencing on page 4 of this Circular apply to this Circular including this cover page.

Action required

• If you are in any doubt as to what action you should take arising from this Circular, please consult your CSDP, Broker, banker, attorney, accountant or other professional advisor immediately.

• If you have disposed of all of your PPC Ordinary Shares, please forward this Circular to the purchaser of such shares or to the CSDP, Broker, banker, accountant, attorney or other agent through whom the disposal was effected.

• PPC Shareholders are referred to page 1 of this Circular, which sets out the action required by them.

PPC Ltd(Incorporated in the Republic of South Africa on 22 April 1892)

Registration number 1892/000667/06Share code: PPC ISIN: ZAE000170049

(“PPC” or the “Company”)

CIRCULAR TO PPC SHAREHOLDERS REGARDING:• a Preference Share Issue Programme involving:

– the creation of 20 000 000 Preference Shares; and

– the authority for the issue of Preference Shares within prescribed parameters;

• the specific repurchase and, if applicable, cancellation of the Unwind Shares and the sanctioning of any financial assistance to be provided by the Company in relation to the settlement of obligations associated with the First BEE Transaction; and

• a broad-based BEE transaction involving the participation of Eligible Employees and, in connection therewith:

– a specific issue by PPC of PPC Ordinary Shares for cash to PPC Phakamani Trust;

– the sanctioning of any financial assistance to be provided by the Company to PPC Phakamani Trust for the purpose of the specific issue; and

– the specific repurchase of PPC Ordinary Shares from PPC Phakamani Trust,

and incorporating:

• a notice convening a General Meeting of PPC Shareholders; and

• a form of proxy in respect of the General Meeting (green) (for use by Certificated Shareholders and Dematerialised Shareholders with “own name” registration).

This Circular is only available in English. Copies may be obtained from the registered offi ces of the Company, the sponsor and the Transfer Secretaries, whose addresses are set out in the “Corporate information” section of this Circular.

Financial adviser Lead arranger and joint bookrunner

Co-arranger and joint bookrunner

Sponsor

Legal advisers Tax advisers Independent Expert Independent Reporting Accountants

17 February 2014

CORPORATE INFORMATION

Group Company Secretary and registered offi ceJaco Snyman (BA (Law), LLB, LLM, MBA)PPC LtdIncorporated in the Republic of South Africa(Registration number 1892/000667/06)148 Katherine StreetCorner Grayston and Katherine StreetsSandton, 2196(PO Box 787416, Sandton, 2146)www.ppc.co.za

Financial advisers to PPCRegiments Capital (Proprietary) Limited(Registration number 2004/023761/07) 91 Central Street Houghton Johannesburg, 2198(PostNet Suite 25, Private Bag X11, Birnam Park, 2015)

Transfer Secretaries in South AfricaLink Market Services South Africa (Proprietary) Limited(Registration number 2000/007239/07) 13th Floor, Rennie House19 Ameshoff StreetBraamfonteinJohannesburg, 2001(PO Box 4844, Johannesburg, 2000)

Transfer Secretaries in ZimbabweCorpserve (Private) Limited(Registration number 1999/87) 2nd Floor, ZB CentreCorner First Street and Kwame Nkurumah AvenueHarare, Zimbabwe(PO Box 2208, Harare, Zimbabwe)

Legal advisers to PPCBowman Gilfi llan Inc.(Registration number 1998/021409/21) 165 West StreetSandton, 2196(PO Box 785812, Sandton, 2146)

Tax advisers to PPCCliffe Dekker Hofmeyr Inc.(Registration number 2008/018923/21) 1 Protea Place, SandownSandton, 2196(Private Bag X40, Benmore, 2010)

Company sponsorMerrill Lynch South Africa (Proprietary) Limited(Registration number 1995/001805/07) 138 West StreetSandownSandton, 2196(PO Box 651987, Benmore, 2010)

Lead arranger and joint bookrunnerThe Standard Bank of South Africa Limited(Registration number 1962/000738/06)3 Simmonds StreetJohannesburg, 2001(PO Box 61344, Marshalltown, 2107)

Co-arranger and joint bookrunnerRand Merchant Bank(a division of FirstRand Bank Limited)(Registration number 1929/001225/06)1 Merchant PlaceCorner Fredman Drive and Rivonia RoadSandton, 2146(PO Box 786273, Sandton, 2146)

Independent ExpertKPMG Services (Proprietary) Limited(Registration number 1999/012876/07)KPMG Crescent85 Empire RoadParktown, 2193(Private Bag 9, Parkview, Johannesburg, 2122)

Independent Reporting AccountantsDeloitte & Touche(Practice number 902276)Registered AuditorsDeloitte Place, The Woodlands 20 Woodlands Drive, Woodmead, 2196(Private Bag X6, Gallo Manor, 2052)

1

The defi nitions and interpretations commencing on page 4 of this Circular shall apply to this section.

ACTION REQUIRED BY PPC SHAREHOLDERS

IF YOU ARE IN ANY DOUBT AS TO WHAT ACTION TO TAKE, PLEASE CONTACT YOUR BANKER, BROKER, CSDP, ATTORNEY, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER IMMEDIATELY.IF YOU HAVE DISPOSED OF ALL OF YOUR PPC ORDINARY SHARES, THIS CIRCULAR SHOULD BE HANDED TO THE PURCHASER OF SUCH SHARES OR TO THE BANKER, BROKER, CSDP OR OTHER AGENT THROUGH WHOM THE DISPOSAL WAS EFFECTED.

1. IF YOU ARE A DEMATERIALISED SHAREHOLDER OTHER THAN WITH “OWN NAME” REGISTRATION1.1 Voting at the General Meeting

1.1.1 Your CSDP or Broker should contact you in the manner stipulated in the agreement concluded between you and your CSDP or Broker to ascertain how you wish to cast your votes at the General Meeting and thereafter to cast your votes in accordance with your instructions.

1.1.2 If you have not been contacted by your CSDP or Broker, you should contact your CSDP or Broker and furnish them with your voting instructions.

1.1.3 If your CSDP or Broker does not obtain voting instructions from you, it will be obliged to vote in accordance with the provisions contained in the agreement concluded between you and your CSDP or Broker.

1.1.4 You must NOT complete the attached form of proxy (green).

1.2 Attendance and representation at the General Meeting1.2.1 If you wish to attend the General Meeting, you must advise your CSDP or Broker in

accordance with the agreement concluded between you and your CSDP or Broker, and your CSDP or Broker will issue the necessary letter of representation to you to attend the General Meeting.

1.2.2 Unless you advise your CSDP or Broker, in accordance with the terms of the agreement concluded between you and your CSDP or Broker, that you wish to attend the General Meeting and have been provided with a letter of representation from them or instructed them to send their proxy to represent you at the General Meeting, your CSDP or Broker may assume that you do not wish to attend the General Meeting and act in accordance with the agreement between you and your CSDP or Broker.

2. IF YOU ARE A CERTIFICATED SHAREHOLDER2.1 Voting, attendance and representation at the General Meeting

2.1.1 You may attend the General Meeting in person and may speak at and vote at the General Meeting.

2.1.2 Alternatively, if you are unable to attend the General Meeting, you may appoint a proxy to represent you at the General Meeting by completing the attached form of proxy (green) in accordance with the instructions contained therein and returning it to the Transfer Secretaries. It is requested that forms of proxy be received by the Transfer Secretaries by no later than 10:00 on 14 March 2014.

2.1.3 You are encouraged to complete the form of proxy (green) attached to this document if you do not intend to attend the General Meeting in person.

2.1.4 Where there are joint holders of PPC Ordinary Shares, any one of such persons may vote at the General Meeting in respect of such PPC Ordinary Shares as if they are solely entitled thereto, but if more than one of such joint holders are present or represented at the General Meeting, the person whose name stands first in PPC’s Register in respect of such PPC Ordinary Shares or their proxy, as the case may be, shall alone be entitled to vote in respect of such PPC Ordinary Shares.

3. IF YOU ARE A DEMATERIALISED SHAREHOLDER WITH “OWN NAME” REGISTRATION

Only paragraph 2.1 above is applicable to you.

If you wish to dematerialise your PPC Ordinary Shares, please contact your CSDP or Broker.

2

TABLE OF CONTENTS

Page

Corporate information Inside front cover Action required by PPC Shareholders 1Important dates and times 3Defi nitions and interpretations 4

CIRCULAR TO PPC SHAREHOLDERS1. Introduction and purpose of this Circular 122. Background to the Transaction 123. Conditions precedent to the Transaction 154. Details of the Preference Shares 165. Details relating to the Unwind Acquisition 176. Details of the PPC Phakamani Trust Share Issue 177. Independent Expert’s report 198. Directors’ opinion 199. Estimated economic costs 2010. Pro forma fi nancial effects 2011. Working capital adequacy 2212. Transaction costs 2313. Additional information on PPC 2314. Other information 2715. General Meeting 2916. Documents available for inspection 30

Annexure 1: Pro forma fi nancial information relating to the Transaction 31Annexure 2: Independent reporting accountants’ report on the pro forma fi nancial information 37Annexure 3: Independent fairness opinion report 39Annexure 4: Information on the directors of PPC 43Annexure 5: Price history of Ordinary Shares on the JSE 47Annexure 6: Indicative Preference Share Terms 49Annexure 7: Proposed Amendments to PPC’s MOI 58Annexure 8: Details of the PPC Phakamani Trust Scheme 62

Notice of General Meeting of PPC Shareholders 66Copy of sections 115 and 164 of the Companies Act 72Form of proxy Attached

3

IMPORTANT DATES AND TIMES

The defi nitions and interpretations commencing on page 4 of this Circular apply to this section.

2014

Record date for PPC Shareholders to be eligible to receive this Circular and Notice of General Meeting 7 FebruaryCircular posted to PPC Shareholders on or about 1 7 FebruaryLast day to trade PPC Ordinary Shares on the JSE and ZSE in order to be eligible to vote at the General Meeting 28 FebruaryRecord date to be entitled to participate in and vote at the General Meeting 7 MarchLast date for receipt of the forms of proxy for the General Meeting by 1 0:00 on 14 MarchGeneral Meeting to be held at 1 0:00 at PPC’s head offi ce, 148 Katherine Street, Corner Grayston and Katherine Streets, Sandton, Gauteng, on 1 8 MarchResults of the General Meeting released on SENS on 1 8 MarchResults of the General Meeting published in the press on 1 9 March Announcement of completion of the Transaction expected to be released on SENS 30 April

Notes:

The abovementioned times and dates are South African times and dates and are subject to change. Any such change will be released on SENS, the Stock Exchange News Service in Zimbabwe and published in the press in South Africa.

Should the General Meeting be adjourned or postponed, it is requested that forms of proxy be received by no later than 48 hours (excluding Saturdays, Sundays and statutory or proclaimed public holidays in South Africa) prior to the time of the adjourned or postponed General Meeting.

4

DEFINITIONS AND INTERPRETATIONS

Throughout this Circular and the annexures hereto, unless otherwise stated or the context otherwise indicates, the words in the fi rst column shall have the meanings stated opposite them in the second column, words in the singular shall include the plural and vice versa, words importing natural persons shall include companies, other juristic persons and associations of persons and any reference to one gender shall include the other genders:

Allocation Criteria criteria for the allocation of the Employee Units to Eligible Employees as approved by the Board from time to time;

Amended MOI PPC’s MOI if the amendments proposed by the Special Resolution 2 are adopted, fi led and accepted by CIPC;

Announcement Date date of release of the detailed terms of the Transaction by PPC on SENS, being 7 February 2014;

Approximate Benefi t in relation to a corporate action or corporate event occurring before the expiry of the NVF Period and the implementation of the PPC Phakamani Trust Shares Repurchase, a net economic benefi t which is substantially the same as the net economic benefi t that is expected to have resulted for PPC Phakamani Trust and the Employee Benefi ciaries following the expiry of the NVF Period and after the implementation by PPC of the PPC Phakamani Trust Shares Repurchase absent the relevant corporate action or corporate event;

Bad Leaver an Employee Benefi ciary who leaves the employ of the PPC Group by reason of:• dismissal for misconduct; or• dismissal for poor work performance; or• resignation; or• early retirement as contemplated in the PPC Phakamani Trust Deed unless

mutually agreed with the Employee Beneficiary’s Employer Company;

BBBEE Act Broad-Based Black Economic Empowerment Act, 53 of 2003, as amended, including any regulations promulgated thereunder;

BEE black economic empowerment as defi ned in the BBBEE Act;

Black People or Black Person

black people as defi ned in the BBBEE Act;

BMT Structure PPC Black Managers Trust and PPC Black Managers Trust Funding SPV;

Board board of Directors of PPC;

Broker a stockbroker as defi ned in the Financial Markets Act;

Business Day any day other than a Saturday, Sunday or statutory or proclaimed public holiday in South Africa;

Capitalisation Shares PPC Ordinary Shares which may be issued to PPC Phakamani Trust pursuant to a capitalisation award, in accordance with the terms of the PPC Phakamani Trust Subscription Agreement;

Certifi cated Shareholders

PPC Shareholders who hold Certifi cated Shares;

Certifi cated Shares PPC Ordinary Shares which have not been Dematerialised in terms of the requirements of Strate, the title to which is represented by a share certifi cate or other Document of Title;

CIPC Companies and Intellectual Property Commission;

Circular this document, dated 17 February 2014, containing the circular to PPC Shareholders and the annexures hereto, a Notice of General Meeting and a form of proxy;

Companies Act South African Companies Act, 71 of 2008, as amended;

CSDP a central securities depository participant, accepted as a participant in terms of the Financial Markets Act;

5

Current MOI PPC’s MOI as at the date of this Circular;

Current PPC Team Trust The Current PPC Team Trust, Master’s Reference No. IT1038/08, a trust established in terms of the First BEE Transaction for the empowerment of current black and white employees of PPC, employed in the South African operations of PPC;

Dematerialisation or Dematerialised

process whereby Certifi cated Shares are converted into or held in electronic form and recorded in a sub-register of PPC Shareholders maintained by a CSDP or Broker;

Dematerialised Shareholders

PPC Shareholders who hold Dematerialised Shares;

Dematerialised Shares PPC Ordinary Shares that have been Dematerialised;

Directors directors of PPC from time to time;

Distributions any cash distributions (other than Dividends) to holders of the Other Ordinary Shares by virtue of holding PPC Ordinary Shares whether by way of special or extraordinary dividends, capital distributions, return of contributed tax capital or otherwise;

Dividend each ordinary dividend declared and paid by PPC to the holder of each of the Other Ordinary Shares;

DMR Department of Mineral Resources;

Documents of Title share certifi cates, certifi ed transfer deeds, balance receipts or any other documents of title, acceptable to PPC;

DTI Codes of Good Practice

Codes of Good Practice on BBBEE, as gazetted by the Department of Trade and Industry in terms of the BBBEE Act in Government Gazette No. 36928 on 11 October 2013, as amended, replaced or substituted from time to time;

Eligible Employee a current or future permanent employee of a South African PPC Group Company who is nominated by such company applying the Allocation Criteria, specifi cally excluding non-executive directors, employees on fi xed-term contracts, independent contractors, and individuals engaged by temporary employment services/labour brokers;

Employee Benefi ciary an Eligible Employee who acquires vested rights in PPC Phakamani Trust upon accepting the terms of PPC Phakamani Trust by signing an acceptance form attached to an allocation notice delivered to such Eligible Employee by his or her respective Employer Company;

Employee Units upfront vested rights of an Employee Benefi ciary in terms of the PPC Phakamani Trust Deed to, amongst other things:(i) a number of PPC Phakamani Trust Shares, prior to the implementation of the

PPC Phakamani Trust Shares Repurchase and, automatically thereafter, a number of Remaining PPC Phakamani Trust Shares; and

(ii) a percentage of Remaining PPC Phakamani Trust Shares;

Employer Companies PPC and all its subsidiaries which employ the Eligible Employees as contemplated in the PPC Phakamani Trust Deed;

End Date date on which the PPC Phakamani Trust Share Issue Term expires;

EPS earnings per PPC Ordinary Share;

Financial Markets Act Financial Markets Act, 19 of 2012, as amended;

First BEE Transaction broad-based black economic empowerment transaction which was implemented by PPC in December 2008 in terms of which PPC BINE Directors Trust, PPC Black Managers Trust, PPC Community Trust, PPC Construction Industry Associations Trust, PPC Education Trust, PPC Team Benefi t Trust, the PPC Strategic Black Partners, the PPC Community Service Groups, Current PPC Team Trust and Future PPC Team Trust acquired, directly or indirectly, PPC Ordinary Shares, representing, as at the date of implementation, 15.3% of PPC’s issued ordinary share capital;

Future PPC Team Trust The Future PPC Team Trust, Master’s Reference No. IT1037/08, a trust established in terms of the First BEE Transaction for the empowerment of future black and white employees of PPC, employed in the South African operations of PPC;

6

General Meeting general meeting of PPC Shareholders to be held at 10:00 on 18 March 2014, at PPC’s head offi ce, 148 Katherine Street, Corner Grayston and Katherine Streets, Sandton, Gauteng to consider and, if deemed fi t, pass with or without modifi cation the Resolutions, and including any adjournment of such meeting;

Good Leaver an Employee Benefi ciary who leaves the employ of the PPC Group by reason of:• retrenchment;• the fact that such Employee Beneficiary’s Employer Company is no longer a

subsidiary of PPC;• mandatory retirement or early retirement if mutually agreed with the Employee

Beneficiary’s Employer Company, as contemplated in the PPC Phakamani Trust Deed;

• death; • permanent ill-health, permanent injury or disability as determined in terms of the

PPC Phakamani Trust Deed; and • includes any Bad Leaver deemed to be a Good Leaver, as contemplated in the

PPC Phakamani Trust Deed;

HEPS headline EPS as calculated in terms of circular 3/2012 on headline earnings issued by South African Institute of Chartered Accountants, as amended from time to time;

IFRS International Financial Reporting Standards;

Implementation Agreement

implementation agreement entered into between PPC, the Indirect Trust Funding SPVs, PPC Black Managers Trust, PPC Black Managers Trust Funding SPV, and PPC Phakamani Trust setting out the conditions to, and implementation of, the Transaction;

Income Tax Act Income Tax Act, 58 of 1962, as amended;

Independent Expert KPMG Services (Proprietary) Limited;

Indirect Trust Funding SPVs

PPC Community Trust Funding SPV, PPC Construction Industry Associations Trust Funding SPV, PPC Education Trust Funding SPV and PPC Team Benefi t Trust Funding SPV;

Initial Issue issue of Preference Shares in one or more tranches to fund the acquisition of the Unwind Shares, the settlement of obligations associated with the First BEE Transaction and the payment of related costs;

Initial PPC Phakamani Trust Shares

34 480 503 PPC Ordinary Shares to be issued to PPC Phakamani Trust in terms of the PPC Phakamani Trust Subscription Agreement;

Initial PPC Phakamani Trust Trustees

fi rst PPC Phakamani Trust Trustees appointed by PPC for purposes of signing the legal agreements and implementing the PPC Phakamani Trust Share Issue and who are responsible for facilitating the election of the PPC Phakamani Trust Trustees to be appointed by the Employee Benefi ciaries;

JSE JSE Limited (registration number 2005/022939/06), a public company incorporated in accordance with the laws of South Africa and licensed as an exchange under the Financial Markets Act;

King III King Report on Corporate Governance for South Africa – 2009;

Last Practicable Date 6 February 2014, being the last practicable date prior to the fi nalisation of this Circular;

Listings Requirements listings requirements of the JSE, as amended;

Management Employees

PPC employees classifi ed under grade 4 to 7 in terms of the Peromnes grading system;

Market Value in relation to PPC Ordinary Shares, the 30-day VWAP of a PPC Ordinary Share traded on the JSE as at the date that is the 1st Business Day prior to the relevant calculation date;

Memorandum of Incorporation or MOI

memorandum of incorporation of a company, as that term is defi ned in the Companies Act;

7

Mining Charter Broad-Based Socio-Economic Empowerment Charter for the South African Mining Industry, published under Government Notice 1639 in Government Gazette 26661 of 13 August 2004, including the amendment published under Government Notice 838 in Government Gazette 33573 of 20 September 2010;

MPRDA Mineral and Petroleum Resources Development Act, 28 of 2002, as amended;

NAV net asset value;

Notice of General Meeting

notice convening the General Meeting of PPC Shareholders on 18  March  2014, which is attached to and forms part of this Circular;

NVF Mechanism notional vendor facilitation mechanism, pursuant to which PPC will issue PPC Ordinary Shares to PPC Phakamani Trust for a subscription price of one cent for each PPC Ordinary Share and an obligation for PPC to repurchase a formula-determined number of those PPC Phakamani Trust Shares, at the Repurchase Price per share at the end of the NVF Period;

NVF Period period commencing on the PPC Phakamani Trust Subscription Date and ending on the End Date;

Ordinary Stated Capital Post-transaction

issued ordinary stated capital of PPC, including Treasury Shares, following implementation of the Transaction;

Ordinary Stated Capital Pre-transaction

issued ordinary stated capital of PPC, including Treasury Shares, prior to implementation of any aspect of the Transaction;

Other Ordinary Shares all of the PPC Ordinary Shares in issue other than the PPC Phakamani Trust Shares and the shares issued pursuant to the Second BEE Transaction;

Participant a participant as defi ned in section 1 of the Financial Markets Act;

Participation Interest vested rights and benefi ts of each of the Employee Benefi ciaries in PPC Phakamani Trust, expressed as a percentage;

Pool PPC Phakamani Trust Shares

vested PPC Phakamani Trust Shares that are not directly attributable to Employee Units, by virtue of the Employee Units having not yet been created, or as a result of the Employee Units being cancelled in terms of the relevant provisions of the PPC Phakamani Trust Deed;

PPC or the Company PPC Ltd (registration number: 1892/000667/06), a public company incorporated in accordance with the laws of South Africa and whose shares are listed on the JSE and the ZSE;

PPC Bafati Trust PPC Bafati Investment Trust, Master’s Reference No. IT2487/12, a trust established for the benefi t of eligible women that are Black People in terms of the Second BEE Transaction;

PPC BEE Transactions collectively, the First BEE Transaction and the Second BEE Transaction;

PPC BINE Directors Trust

The PPC Black Independent Non-executive Directors Trust, Master’s Reference No. IT1042/08, a trust established in terms of the First BEE Transaction for the benefi t of black independent non-executive directors of PPC;

PPC Black Managers Trust

The PPC Black Managers Trust, Master’s Reference No. IT1039/08, a trust established in terms of the First BEE Transaction for the empowerment of current and future black managers of PPC’s South African operations;

PPC Black Managers Trust Shares

all PPC Ordinary Shares held by PPC Black Managers Trust being, as at the Last Practicable Date, 10 470 419 PPC Ordinary Shares;

PPC Black Managers Trust Funding SPV

PPC Black Managers Trust Funding SPV (Proprietary) Limited (registration number 2007/024574/07), a wholly owned subsidiary of PPC;

PPC Community Service Groups

Disability Empowerment Concerns Trust and Shalamuka Foundation;

8

PPC Community Trust The PPC Community Trust, Master’s Reference No. IT1035/08, a trust established in terms of the First BEE Transaction for the empowerment and upliftment of the communities in the regions where PPC operates and/or from which it sources its employees in South Africa;

PPC Community Trust Funding SPV

PPC Community Trust Funding SPV (Proprietary) Limited (registration number 2007/024401/07), the sole ordinary shareholder of which is PPC Community Trust;

PPC Community Trust Funding SPV Shares

all PPC Ordinary Shares held by the PPC Community Trust Funding SPV being, as at the Last Practicable Date, 4 015 621 PPC Ordinary Shares;

PPC Construction Industry Associations Trust

The PPC Construction Industry Associations Trust, Master’s Reference No. IT1040/08, a trust established in terms of the First BEE Transaction for the empowerment of construction and related industry associations and their members;

PPC Construction Industry Associations Trust Funding SPV

PPC Construction Industry Associations Trust Funding SPV (Proprietary) Limited (registration number 2007/024341/07), the sole ordinary shareholder of which is PPC Construction Industry Associations Trust;

PPC Construction Industry Associations Trust Funding SPV Shares

all PPC Ordinary Shares held by PPC Construction Industry Associations Trust Funding SPV being, as at the Last Practicable Date, 11 425 407 PPC Ordinary Shares;

PPC Education Trust The PPC Education Trust, Master’s Reference No. 171041/08, a trust established in terms of the First BEE Transaction for the education and development of stakeholders in cement, lime and aggregates manufacturing, mining, construction and related industries;

PPC Education Trust Funding SPV

PPC Education Trust Funding SPV (Proprietary) Limited (registration number 2007/024252/07), the sole ordinary shareholder of which is PPC Education Trust;

PPC Education Trust Funding SPV Shares

all PPC Ordinary Shares held by PPC Education Trust Funding SPV being, as at the Last Practicable Date, 5 712 704 PPC Ordinary Shares;

PPC Group PPC and any of its subsidiaries from time to time;

PPC Masakhane Trust PPC Masakhane Employee Share Trust, Master’s Reference No. IT2497/12, a trust established for the benefi t of eligible PPC employees in terms of the Second BEE Transaction;

PPC’s MOI PPC’s MOI from time to time;

PPC Ordinary Shares ordinary shares in the issued stated capital of PPC with no par value;

PPC Phakamani Trust a trust established for the benefi t of the Eligible Employees and registered in accordance with the laws of South Africa under Master’s reference number IT000191/2014;

PPC Phakamani Trust Deed

trust deed establishing PPC Phakamani Trust and setting out, among other things, governance related matters pertaining to PPC Phakamani Trust and PPC Phakamani Trust Trustees;

PPC Phakamani Trust Repurchase Shares

PPC Phakamani Trust Shares which are to be acquired by PPC pursuant to the PPC Phakamani Trust Shares Repurchase on the PPC Phakamani Trust Shares Repurchase Date;

PPC Phakamani Trust Shares

PPC Ordinary Shares held by PPC Phakamani Trust from time to time;

PPC Phakamani Trust Share Issue

proposal in terms of which PPC Phakamani Trust will subscribe for and be issued 34 480 503 PPC Ordinary Shares, on the PPC Phakamani Trust Subscription Date, pursuant to the PPC Phakamani Trust Subscription Agreement and subject to the restrictions and Suspensions under the PPC Phakamani Trust Subscription Agreement;

PPC Phakamani Trust Share Issue Term

period commencing on (and including) the PPC Phakamani Trust Subscription Date and terminating on the PPC Phakamani Trust Shares Repurchase Date, immediately following the settlement of the buy-back pursuant to the PPC Phakamani Trust Shares Repurchase;

9

PPC Phakamani Trust Shares Repurchase

repurchase by PPC of such number of the PPC Phakamani Trust Shares, as are calculated in accordance with the PPC Phakamani Trust Shares Repurchase Formula, on the PPC Phakamani Trust Shares Repurchase Date in terms the PPC Phakamani Trust Subscription Agreement;

PPC Phakamani Trust Shares Repurchase Date

a date specifi ed by PPC in its sole discretion, which is within a period of eight Business Days of the 5th anniversary of the PPC Phakamani Trust Subscription Date, or such other date specifi ed by PPC pursuant to the circumstances described in the PPC Phakamani Trust Subscription Agreement;

PPC Phakamani Trust Shares Repurchase Formula

formula to calculate the number of the PPC Phakamani Trust Repurchase Shares pursuant to the PPC Phakamani Trust Shares Repurchase as follows: {N*P1* [1+(R*T1)]} – {D} – {F} – {G}RS = P2Where:RS = The number of PPC Phakamani Trust Repurchase Shares; provided that

RS may not exceed the number of PPC Phakamani Trust Shares held by PPC Phakamani Trust on the PPC Phakamani Trust Shares Repurchase Date

N = The number of Initial PPC Phakamani Trust SharesP1 = Market Value per share by reference to 31 January 2014N*P1 = The Opening BalanceR = Escalation factor of 8.5% applied on a simple escalation basis and not on

a compound basis (Escalation Factor)T1 = Number of days from the PPC Phakamani Trust Subscription Date to the

PPC Phakamani Trust Shares Repurchase Date divided by 365D = Sum of the values of EE = The sum of all amounts in respect of the Suspensions, multiplied by (the

number of PPC Phakamani Trust Shares less any Capitalisation Shares on the relevant date) increased by the Escalation Factor from the date that each payment would have occurred to the Repurchase Date

F = Where applicable, any reduction in the amount at which the Opening Balance is escalated had the Escalation Factor been applied to a lower Opening Balance

G = The theoretical value of any rights contemplated in clause 10.4 of the PPC Phakamani Trust Subscription Agreement that would have been issued to PPC Phakamani Trust in terms of every rights issue undertaken by the Company before the PPC Phakamani Trust Shares Repurchase Date, (being the number of PPC Phakamani Trust Shares held by PPC Phakamani Trust on the rights issue implementation date multiplied by the difference between the Market Value of Other Ordinary Shares on the Business Day prior to the announcement of the rights issue and the price at which rights holders can subscribe for new PPC Ordinary Shares multiplied by the ratio of the total number of rights followed by PPC Shareholders to the number of PPC Ordinary Shares in issue after the issue of new PPC Ordinary Shares in terms of the rights issue)

P2 = (i) Market Value per share by reference to the PPC Phakamani Trust Shares Repurchase Date; or (ii) the Market Value per share by reference to the relevant calculation date, in relation to change in control circumstances referred to in the PPC Phakamani Trust Subscription Agreement;

PPC Phakamani Trust Subscription Agreement

subscription agreement entered into between PPC and PPC Phakamani Trust on 31 January 2014 dealing with the issue of the Initial PPC Phakamani Trust Shares to PPC Phakamani Trust and the NVF Mechanism;

PPC Phakamani Trust Subscription Amount

subscription price payable by PPC Phakamani Trust for the Initial PPC Phakamani Trust Shares, being R344 806 in aggregate;

10

PPC Phakamani Trust Subscription Date

Business Day on which, but immediately following the time at which, the Unwind Acquisition occurs;

PPC Phakamani Trust Trustees

trustees of PPC Phakamani Trust from time to time;

PPC Shareholder in relation to a PPC Ordinary Share, its registered holder as refl ected in the Register;

PPC Strategic Black Partners

Palama Cement Consortium Proprietary Limited, Peu Group (Proprietary) Limited, Portland Consortium (Proprietary) Limited and Nozala Investments (Proprietary) Limited;

PPC Team Benefi t Trust The PPC Team Benefi t Trust, Master’s Reference No. IT1036/08, a trust established in terms of the First BEE Transaction for the education, development, healthcare, wellness and other compassionate needs of the primarily black employees of PPC’s South African operations and their immediate families;

PPC Team Benefi t Trust Funding SPV

PPC Team Benefi t Trust Funding SPV (Proprietary) Limited (registration number 2007/024296/07), the sole ordinary shareholder of which is PPC Team Benefi t Trust;

PPC Team Benefi t Trust Funding SPV Shares

all PPC Ordinary Shares held by PPC Team Benefi t Trust Funding SPV being, as at the Last Practicable Date, 2 856 352 PPC Ordinary Shares;

Preference Share cumulative, non-participating perpetual preference share in the share capital of PPC, having the preferences, rights, limitations and other terms determined by the Board upon the issue thereof, in terms of and as contemplated in section 36(1)(d) of the Companies Act;

Preference Shareholder

in relation to a Preference Share, its registered holder as refl ected in the Register;

Preference Share Issue Programme

a programme pursuant to which the Company, as a means of raising permanent capital, intends to issue Preference Shares subject to certain parameters set out in this Circular and subject to those Preference Shares being listed on the JSE;

Rand or R South African Rand, the offi cial currency of South Africa;

Register register of Certifi cated Shareholders maintained by the Transfer Secretaries and the sub-register of Dematerialised Shareholders maintained by the relevant CSDPs;

Regulations regulations in terms of the Companies Act, published under Government Notice R351 in Government Gazette 34239 of 26 April 2011;

Resolutions special and ordinary resolutions set out in the Notice of General Meeting and attached to this Circular;

Remaining PPC Phakamani Trust Shares

PPC Phakamani Trust Shares which are not PPC Phakamani Trust Repurchase Shares;

Reporting Accountants

Deloitte & Touche, Registered Auditors;

Repurchase Price an amount equal to one cent for each PPC Phakamani Trust Repurchase Share;

SARS South African Revenue Service;

SBSA The Standard Bank of South Africa Limited (registration number: 1962/000738/06), a registered bank and public company incorporated in accordance with the laws of South Africa;

Second BEE Transaction

broad-based black economic empowerment transaction which was implemented by PPC in 2012 in terms of which the PPC Strategic Black Partners, PPC Masakhane Trust and PPC Bafati Trust acquired PPC Ordinary Shares, representing 6.5% of PPC’s issued ordinary stated capital after implementing the transaction;

SENS Stock Exchange News Service of the JSE;

South Africa Republic of South Africa;

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Strate Strate Limited (registration number 1998/022242/06), a public company incorporated in accordance with the laws of South Africa and a registered Central Securities Depository responsible for the electronic custody and settlement system used by the JSE;

Subsequent Issues further issues of the authorised but unissued Preference Shares which are not issued pursuant to the Initial Issue, as and when opportune and for the purposes contemplated in paragraph 2.2.1.2 below;

Suspensions the terms of issue of the Initial PPC Phakamani Trust Shares resulting in PPC Phakamani Trust only being entitled to 20% of any Dividends, Distributions and awards of Capitalisation Shares until the PPC Phakamani Trust Shares Repurchase Date. For avoidance of doubt, the rights and privileges attaching to the PPC Phakamani Trust Shares are the same as any Other Ordinary Shares (in other words, on an aggregated basis PPC Phakamani Trust is in the same net economic position as if it received its entire Dividends or Distributions as the PPC Phakamani Trust Shares Repurchase Formula takes into account the 80% contractually agreed suspended Dividends and Distributions and Capitalisation Shares in determining the PPC Phakamani Trust Repurchase Shares at the End Date);

TNAV tangible NAV;

Trading Day a trading day of a PPC Ordinary share on the JSE, being a Business Day;

Transaction collectively, the PPC Phakamani Trust Share Issue, the Initial Issue and the Unwind Acquisition;

Transfer Secretaries Link Market Services South Africa (Proprietary) Limited, 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, Johannesburg, 2001 (PO Box 4844, Johannesburg, 2000) and, for Zimbabwean PPC Shareholders, Corpserve (Private) Limited, 2nd Floor, ZB Centre, corner First Street and Kwame Nkurumah Avenue, Harare, Zimbabwe (PO Box 2208, Harare, Zimbabwe);

Treasury Shares PPC Ordinary Shares held as treasury shares;

TRP Takeover Regulation Panel, established by section 196 of the Companies Act;

Unsuspended Dividend/Distribution

that portion of the Dividend or Distribution that is payable on the PPC Phakamani Trust Shares held by PPC Phakamani Trust during the NVF Period, being 20% of the Dividend or Distribution which would ordinarily have accrued on Other Ordinary Shares in the absence of the Suspensions, which is to be subsequently distributed to the Employee Benefi ciaries net of costs and tax;

Unwind Acquisition acquisition of the Unwind Shares by PPC and/or, in the case of PPC Black Managers Trust Shares only, PPC Black Managers Trust Funding SPV, pursuant to the Transaction as described in greater detail in paragraph 5 below;

Unwind Agreement unwind agreement entered into between PPC, each Indirect Trust Funding SPV, PPC Black Managers Trust, and PPC Black Managers Trust Funding SPV setting out the terms and conditions of the Unwind Acquisition;

Unwind Market Value an amount of R30.10 per PPC Ordinary Share, based on the Market Value on 31 January 2014;

Unwind Shares PPC Black Managers Trust Shares, PPC Community Trust Funding SPV Shares, PPC Construction Industry Associations Trust Funding SPV Shares, PPC Education Trust Funding SPV Shares and PPC Team Benefi t Trust Funding SPV Shares;

VAT value-added tax levied in terms of the Value-Added Tax Act, 89 of 1991, as amended;

VWAP volume weighted average price of a PPC Ordinary Share on the JSE, being the total value of the PPC Ordinary Shares traded for a specifi ed period divided by the total number of PPC Ordinary Shares traded for that specifi ed period; and

ZSE Zimbabwe Stock Exchange.

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PPC Ltd(Incorporated in the Republic of South Africa on 22 April 1892)

Registration number 1892/000667/06Share code: PPC ISIN: ZAE000170049

(“PPC” or the “Company”)

CIRCULAR TO PPC SHAREHOLDERS

1. INTRODUCTION AND PURPOSE OF THIS CIRCULAR

1.1 Introduction

1.1.1 PPC Shareholders are referred to the announcement released on SENS on 7 February 2014 wherein the Company advised PPC Shareholders of the proposed restructuring of the First BEE Transaction by way of the Transaction.

1.1.2 The Transaction involves:

• the creation of 20 000 000 Preference Shares;• in terms of the Amended MOI, the PPC Shareholders provide the requisite authority

to the Board to issue Preference Shares, subject to the parameters referred to in this Circular;

• the acquisition of the Unwind Shares acquired and held, directly or indirectly, by certain internal and external trusts established pursuant to the First BEE Transaction; and

• the specific issue for cash of PPC Ordinary Shares to a newly established employee trust.

1.2 Purpose of this Circular

The purpose of this Circular and the attached Notice of General Meeting is to provide PPC Shareholders with relevant information to enable PPC Shareholders to make an informed decision as to whether or not they should vote in favour of the Resolutions. All Resolutions are set out in the Notice of General Meeting which forms part of this Circular.

2. BACKGROUND TO THE TRANSACTION

2.1 PPC’s current BEE structure

2.1.1 In 2008, PPC implemented the First BEE Transaction and in 2012, PPC implemented the Second BEE Transaction.

2.1.2 In terms of the First BEE Transaction, PPC concluded agreements for the subscription and issue of PPC shares:

2.1.2.1 to the following participants which, directly or indirectly, are the holders of the Unwind Shares that are the subject of the Unwind Acquisition:

• PPC Black Managers Trust, a trust for the empowerment of black managers of PPC’s South African operations;

• PPC Community Trust, a trust for the upliftment of the communities in the regions where PPC operates and/or from which it sources its employees in South Africa;

• PPC Construction Industry Associations Trust, a trust established for the empowerment of construction and related industry associations and their members;

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• PPC Education Trust, a trust for the education and development of stakeholders in cement, manufacturing, mining, construction and related industries; and

• PPC Team Benefit Trust, a trust established for the education, development, healthcare, wellness and other compassionate needs of the primarily black employees of PPC’s South African operations and their immediate families;

2.1.2.2 to the following participants which are not subject to the Unwind Acquisition:

• the PPC Strategic Black Partners;• the PPC Community Service Groups;• Current PPC Team Trust, a trust established for the empowerment of the then

current Black and white employees of PPC, employed in the South African operations of PPC;

• Future PPC Team Trust, a trust established for the empowerment of future Black and white employees of PPC (as at the date of implementation of the First BEE Transaction), employed in the South African operations of PPC; and

• PPC BINE Directors Trust, a trust established for the benefit of Black independent non-executive directors of PPC.

2.1.3 In terms of the Second BEE Transaction, PPC concluded agreements for the subscription and issue of PPC Ordinary Shares to the following participants, directly or indirectly:

• PPC Masakhane Trust, a trust for the empowerment of eligible PPC employees;• PPC Bafati Trust, a trust established for the benefit of eligible Black women in the regions

and areas where PPC operates in South Africa; and• the PPC Strategic Black Partners.

2.1.4 The shareholdings in the Ordinary Stated Capital Pre-transaction implemented pursuant to those two transactions are as follows:

First BEE Transaction

PPC

Strategic

Black

Partners

PPC

Community

Service

Groups

Indirect

Trust

Funding

SPVS

PPC

Black

Managers

Trust

PPC BINE

Directors Trust,

Current PPC

Team Trust,

Future PPC

Team Trust, PPC

Mkhulu Trust

PPC

Strategic

Black

Partners

PPC

Masakhane

Trust

PPC

Bafati

Trust

Second BEE Transaction

6.61% 1.42% 3.97% 1.73% 0.58% 1.76% 4.42% 0.33%

2.2 Transaction and rationale

The components of the Transaction and its rationale are set out below.

2.2.1 The creation and issue of the Preference Shares

2.2.1.1 PPC intends to implement the Preference Share Issue Programme to raise capital, and to use the capital raised from the Initial Issue under that programme to fund the acquisition of the Unwind Shares, the settlement of obligations associated with the First BEE Transaction and to pay related costs. PPC retains the right to consider alternative sources of cost-efficient funding.

2.2.1.2 It is possible that, pursuant to Subsequent Issues, PPC will use the Preference Share Issue Programme to fund its Africa expansion strategy, preliminary details of which have previously been communicated to PPC Shareholders. The countries

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earmarked for PPC’s Africa expansion strategy are countries with strong growth prospects and sound long-term demand fundamentals and acceptable risk profiles. In January 2014, PPC advised that additional opportunities are currently being pursued and further announcements will be made in the near term. Steps already taken in relation to this strategy are described in greater detail below.

2.2.1.3 PPC announced entry into Ethiopia through the purchase of a 30% equity stake in the Habesha Cement Share Company in July 2012. This was subsequently followed by investment into Rwanda through the acquisition of a 51% equity stake in CIMERWA Limited in December  2012. In January 2014, PPC advised that construction of its new operation in Rwanda is progressing well with commissioning of the plant anticipated at the end of 2014, and that construction work has commenced at PPC’s sites in Ethiopia and the Democratic Republic of the Congo.

2.2.2 The specific repurchase and, where applicable, cancellation of the Unwind Shares

2.2.2.1 Pursuant to the First BEE Transaction, PPC issued the Unwind Shares to the current holders of those shares. As a step in the implementation of the Transaction, the Unwind Acquisition will be implemented. All Unwind Shares acquired by PPC will be cancelled and returned to the authorised but unissued stated capital of PPC.

2.2.2.2 The Unwind Shares represent, in aggregate, 5.7% of the Ordinary Stated Capital Pre-transaction.

2.2.2.3 The table below sets out the respective holders of the PPC Ordinary Shares to be acquired pursuant to the Unwind Acquisition and the number of such shares to be acquired from each such respective holder:

Holder of Shares Number of Shares to be acquired

PPC Black Managers Trust All PPC Ordinary Shares held by PPC Black Managers Trust being, as at the Last Practicable Date, 10 470 419 PPC Ordinary Shares.

PPC Community Trust Funding SPV

All PPC Ordinary Shares held by PPC Community Trust Funding SPV being, as at the Last Practicable Date, 4 015 621 PPC Ordinary Shares.

PPC Construction Industry Associations Trust Funding SPV

All PPC Ordinary Shares held by PPC Construction Industry Associations Trust Funding SPV being, as at the Last Practicable Date, 11 425 407 PPC Ordinary Shares.

PPC Education Trust Funding SPV

All PPC Ordinary Shares held by PPC Education Trust Funding SPV being, as at the Last Practicable Date, 5 712 704 PPC Ordinary Shares.

PPC Team Benefi t Trust Funding SPV

All PPC Ordinary Shares held by PPC Team Benefi t Trust Funding SPV being, as at the Last Practicable Date, 2 856 352 PPC Ordinary Shares.

2.2.3 PPC Phakamani Trust Share Issue

In terms of the PPC Phakamani Trust Share Issue, it is proposed that PPC will issue 34 480 503 PPC Ordinary Shares for cash to PPC Phakamani Trust in terms of the NVF Mechanism, which will represent 5.63% of PPC’s Ordinary Stated Capital Post-transaction.

2.2.4 Effective date of the Transaction

The Transaction will be implemented after all the conditions precedent as detailed in paragraph 3 below have been met, which is expected to be on or about 30 April 2014.

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2.2.5 Rationale for the Transaction

2.2.5.1 Aligning interests of PPC’s key stakeholders: The Transaction aims to align the interests of PPC’s key stakeholders, namely employees, shareholders and the DMR as regulator. PPC’s mining rights are an integral component of its operations and it is thus critical to maintain PPC’s BEE shareholding in line with the 2014 equity ownership requirements of the DMR. The Transaction entails an extension of the First BEE Transaction’s original 2016 maturity date to 2019, which aligns with the maturity of the Second BEE Transaction. The PPC Phakamani Trust Share Issue thus secures an empowerment shareholding in PPC of 5.63% of the Ordinary Stated Capital Post-transaction for the additional period. The Board is of the view that the allocation of shares to PPC employees under the PPC Phakamani Trust Share Issue will align objectives with PPC Shareholders. In addition, PPC is committed to the transformation of the South African economy consistent with the DTI Codes of Good Practice and the MPRDA. The Board aims to continue supporting the outgoing broad-based empowerment beneficiaries through inclusion in PPC’s corporate social investment initiatives.

2.2.5.2 Enhancing PPC’s financial position: The funding provided to the holders of the PPC Ordinary Shares to be acquired pursuant to the Unwind Acquisition (Unwind Shares) pursuant to the First BEE Transaction is consolidated onto PPC’s statement of financial position due to the guarantees provided by PPC in respect of the funding, as well as PPC’s deemed control of the relevant trusts in terms of IFRS. A portion of the proceeds raised from the Initial Issue will be applied by PPC to effect the Unwind Acquisition. The Preference Shares will be treated as equity in terms of IFRS, therefore PPC’s capital structure is further enhanced through the effective replacement of debt with cost efficient permanent equity. In addition, the Preference Shares are expected to receive a component of equity treatment from a credit rating perspective. The reduction in gearing strengthens PPC’s financial position and improves its ability to leverage if/when required to take advantage of future growth and/or investment opportunities.

3. CONDITIONS PRECEDENT TO THE TRANSACTION

The Transaction is subject to the fulfilment of the following conditions precedent:

3.1 the Implementation Agreement, Unwind Agreement, and PPC Phakamani Trust Subscription Agreement becoming unconditional in accordance with their respective terms;

3.2 PPC raising funding of at least R1 200 000 000 through: (i) the Initial Issue in terms of the Preference Share Issue Programme; and/or (ii) alternative funding;

3.3 PPC receives confirmation from the DMR, to PPC’s satisfaction, that, in principle, it approves the Transaction;

3.4 receipt from the TRP of a compliance certificate in respect of the Unwind Acquisition;

3.5 each of the Resolutions applicable to the Transaction having been duly adopted;

3.6 in the event that the provisions of section 115(2)(c) of the Companies Act become applicable:

3.6.1 the approval of the Resolution in respect of the Unwind Acquisition and/or the PPC Phakamani Trust Shares Repurchase by the court; and

3.6.2 if applicable, PPC not treating either of the aforesaid Resolutions as a nullity as contemplated in section 115(5)(b) of the Companies Act;

3.7 the shareholder of each of the Indirect Trust Funding SPVs passes a shareholder special resolution for the disposal of all of the assets of the respective Indirect Trust Funding SPV, pursuant to the implementation of the Unwind Agreement, in accordance with section 112 of the Companies Act; and

3.8 the Amended MOI is filed with and accepted by CIPC.

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4. DETAILS OF THE PREFERENCE SHARES

4.1 Introduction

4.1.1 The Preference Shares are a class of shares as contemplated in section 36(1)(d) of the Companies Act, and the preferences, rights, limitations and other terms associated with the Preference Shares must therefore be determined by the Board upon the issue thereof, as required by section 36(1)(d) of the Companies Act, and will subsequently be incorporated into PPC’s MOI.

4.1.2 The Board proposes that PPC Shareholders pass a separate special resolution in terms whereof the Board is authorised to issue Preference Shares for the purposes contemplated by the Initial Issue (until such time as such authority is amended or revoked in general meeting) subject to the following limitations:

4.1.2.1 the authority will be valid from the date of the General Meeting until the next annual general meeting of the Company;

4.1.2.2 the maximum amount to be raised by the issue of the Preference Shares pursuant to the relevant special resolution is R1 400 000 000;

4.1.2.3 Preference Shares may only be issued if the Board is of the opinion, having taken into account prevailing conditions in the South African market for perpetual preference shares, that the commercial and technical terms and features of the Preference Shares are in all material respects arm’s length and in line with market norms at the time of the relevant Board resolution; and

4.1.2.4 if any Preference Shares are issued to a related party (as defined in paragraph 10.1 of the Listings Requirements), the issue to such related party shall be subject to a fairness opinion from an independent expert acceptable to the JSE stating that the issue is fair insofar as the Preference Shareholders are concerned.

4.1.3 In addition, the Board proposes that PPC Shareholders pass a separate special resolution in terms whereof the Board is authorised to issue Preference Shares for the purposes contemplated by the Subsequent Issues (until such time as such authority is amended or revoked in general meeting) subject to the following limitations:

4.1.3.1 the authority will be valid from the date of the General Meeting until the next annual general meeting of the Company;

4.1.3.2 the maximum amount to be raised by the issue of the Preference Shares pursuant to the relevant special resolution will be the difference between R2 000 000 000 and the amount finally raised pursuant to the Initial Issue, subject to a maximum amount that may be raised pursuant to the relevant special resolution of R800 000 000;

4.1.3.3 Preference Shares may only be issued if the Board is of the opinion, having taken into account prevailing conditions in the South African market for perpetual preference shares, that the commercial and technical terms and features of the Preference Shares are in all material respects arm’s length and in line with market norms at the time of the relevant Board resolution; and

4.1.3.4 if any Preference Shares are issued to a related party (as defined in paragraph 10.1 of the Listings Requirements), the issue to such related party shall be subject to a fairness opinion from an independent expert acceptable to the JSE stating that the issue is fair insofar as the Preference Shareholders are concerned.

4.1.4 Without derogating from the power of the Board to determine the preferences, rights, limitations and other terms associated with the Preference Shares if the relevant Resolutions are passed, indicative and non-binding terms of the Preference Shares are set out in Annexure 6 to this Circular.

4.1.5 PPC will apply for a primary listing of all Preference Shares on the JSE.

4.2 Procedure and effect

The proposed Resolutions in respect of the Preference Share Issue Programme will, if approved:

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4.2.1 effect an increase in PPC’s authorised stated capital through the creation of 20 000 000 Preference Shares; and

4.2.2 provide the Directors with an authority to issue Preference Shares, subject to the parameters set out in paragraphs 4.1.2 and 4.1.3.

4.3 Amendments to PPC’s MOI

The Board proposes that PPC’s MOI be amended to create the Preference Shares, to authorise the Board to determine the preferences, rights, limitations and other terms of the Preference Shares, subject to certain parameters, and to implement certain consequential amendments, all as set out in Annexure 7 to this Circular.

4.4 Waiver of pre-emptive rights

4.4.1 The Board has considered the pre-emption rights of PPC Shareholders and believes that the issue of the Preference Shares without having to offer each and every PPC Shareholder the Preference Shares, but rather by means of a private placement, and the disapplication of the PPC Shareholders’ pre-emption rights by means of an appropriate shareholders’ resolution, will allow PPC to carry out the required capital raising with the necessary flexibility to achieve the objective set out in paragraph 2.2.1 above.

4.4.2 The disapplication of the pre-emption rights contemplated in the proposed Resolution extends only to the Preference Share Issue Programme and not to any other issues of PPC Ordinary Shares or Preference Shares and is thus limited to what is necessary to ensure that the required capital raising can be achieved.

4.4.3 In terms of clause 7 of the Current MOI, the PPC Shareholders may approve the issue of shares in the stated capital of PPC without the need for the application of pre-emption rights. As such, it is proposed that PPC Shareholders provide the requisite authority for the issue of the Preference Shares pursuant to the Preference Share Issue Programme, subject to all regulatory requirements.

5. DETAILS RELATING TO THE UNWIND ACQUISITION

5.1 Procedure for the Unwind Acquisition

5.1.1 Subject to the passing of the special resolutions required to implement the Unwind Acquisition, the Unwind Shares will be acquired for a consideration per share equal to the Unwind Market Value.

5.1.2 The Unwind Acquisition will be funded, directly or indirectly, from the proceeds of the Initial Issue or alternative funding secured by PPC.

5.1.3 The Unwind Shares repurchased by PPC will, pursuant to the Unwind Acquisition, be delisted from the JSE. The Board will not implement the Unwind Acquisition unless it is compliant with the Companies Act and PPC’s MOI.

5.2 Use of funds

5.2.1 The Indirect Trust Funding SPVs have various funding arrangements in place.

5.2.2 The intention is that the proceeds of the Unwind Acquisition will be used by the holders of the Unwind Shares to voluntarily settle a portion of the amount outstanding under these funding arrangements. It is intended that the balance of the funding outstanding following such voluntary settlement will be settled out of the funds raised as contemplated in paragraph 3.2.

6. DETAILS OF THE PPC PHAKAMANI TRUST SHARE ISSUE

6.1 Specific issue of Initial PPC Phakamani Trust Shares

6.1.1 PPC Phakamani Trust has been established for the purpose of, among other things, subscribing for, holding and administering the Initial PPC Phakamani Trust Shares on behalf of the Employee Beneficiaries, subject to the restrictions, terms of issue and Suspensions stipulated in the PPC Phakamani Trust Subscription Agreement. PPC Phakamani Trust will be regarded as a non-public PPC Shareholder for the purposes of the Listings Requirements.

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6.1.2 The PPC Phakamani Trust Share Issue will be implemented through the PPC Phakamani Trust Subscription Agreement by way of the NVF Mechanism. The Initial PPC Phakamani Trust Shares to be issued to PPC Phakamani Trust will rank pari passu with Other Ordinary Shares, save that they will be subject to restrictions and Suspensions contained in the terms of issue.

6.1.3 In terms of the NVF Mechanism, the Company will issue the Initial PPC Phakamani Trust Shares to PPC Phakamani Trust for a subscription price of one cent per Initial PPC Phakamani Share and will on the PPC Phakamani Trust Shares Repurchase Date, repurchase the PPC Phakamani Trust Repurchase Shares, the number of which is calculated in accordance with the PPC Phakamani Trust Shares Repurchase Formula.

6.1.4 The Employer Companies will make a capital contribution to PPC Phakamani Trust equal to the attributable PPC Phakamani Trust Subscription Amount payable by PPC Phakamani Trust in order to enable PPC Phakamani Trust to subscribe for the Initial PPC Phakamani Trust Shares.

6.2 Vesting and lock-in

PPC Phakamani Trust may not dispose of the PPC Phakamani Trust Shares, and the Employee Beneficiaries may not dispose of their interest in the PPC Phakamani Trust, during the NVF Period and for a period of seven days after the NVF Period and may not encumber the PPC Phakamani Trust Shares.

6.3 Allocation of equity interests to PPC Phakamani Trust

After the issue of the Initial PPC Phakamani Trust Shares, the effective participation of PPC Phakamani Trust in PPC’s Ordinary Stated Capital Post-transaction will be 5.63%.

6.4 Dividends and other Distributions

6.4.1 During the NVF Period –

6.4.1.1 an amount equal to 20% of any Dividends or Distributions will flow to PPC Phakamani Trust (Unsuspended Dividend/Distribution), and in turn be distributed to the Employee Beneficiaries in proportion to their respective Participation Interests, net of any administration costs and less any dividends tax; and

6.4.1.2 the balance of any Dividend or Distribution (being 80% of such Dividend or Distribution), which would ordinarily have accrued to PPC Phakamani Trust had the Suspensions under the PPC Phakamani Trust Subscription Agreement not been imposed on the PPC Phakamani Trust Shares, will be suspended and taken into account in the PPC Phakamani Trust Shares Repurchase Formula.

6.4.2 From the End Date, the restrictions and Suspensions of the terms of issue will fall away.

6.5 Voting

PPC Phakamani Trust will be entitled to exercise all voting rights attached to the PPC Phakamani Trust Shares of which they are the registered owner, in accordance with the instructions of the Employee Beneficiaries, until the PPC Phakamani Trust Shares are either repurchased by PPC or transferred to the Employee Beneficiaries, following which the new holders of the PPC Ordinary Shares shall be entitled to exercise all voting rights attached to the shares received; provided that the PPC Phakamani Trust Shares will not be voted (including for any purposes contemplated in the Listings Requirements) until such time as the four trustees elected by the Employee Beneficiaries have been elected.

6.6 PPC Phakamani Trust Subscription

The PPC Phakamani Trust Share Issue will be implemented on the PPC Phakamani Trust Subscription Date which is expected to be on or about 30 April 2014.

6.7 Corporate Actions

6.7.1 The PPC Phakamani Trust Shares will rank pari passu with the Other Ordinary Shares in respect of any subdivision or consolidation of PPC Ordinary Shares and the PPC Phakamani Trust Shares shall be deemed to include such shares as subdivided or consolidated.

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6.7.2 In the event of PPC making any non-elective capitalisation award of PPC Ordinary Shares, PPC Phakamani Trust’s right to receive 80% of the amount of such capitalisation PPC Ordinary Shares is suspended and PPC Phakamani Trust will only be entitled to receive 20% of the award of capitalisation PPC Ordinary Shares. In the event that PPC permits PPC Shareholders to elect to receive payment in cash instead of an award of capitalisation PPC Ordinary Shares, PPC Phakamani Trust will not have the right to receive cash and must always elect to receive capitalisation PPC Ordinary Shares, on the basis that the right of PPC Phakamani Trust to receive 80% of that award of capitalisation PPC Ordinary Shares is suspended and PPC Phakamani Trust will only be entitled to be issued 20% of the award of capitalisation PPC Ordinary Shares. PPC Phakamani Trust is not entitled to participate in rights offers.

6.7.3 The PPC Phakamani Trust Shares Repurchase can be accelerated by the Company in the event of a delisting of the PPC Ordinary Shares, a change in control, or any other relevant corporate action. If PPC in its sole discretion determines that PPC Phakamani Trust will not enjoy an Approximate Benefit as a result of the corporate event, PPC will propose adjustments to the PPC Phakamani Trust Shares Repurchase Formula to ensure that PPC Phakamani Trust will enjoy an Approximate Benefit.

6.7.4 PPC Phakamani Trust will not be entitled to participate in any rights offers for the duration of the NVF Period and this will be taken into account in the PPC Phakamani Trust Shares Repurchase Formula.

6.8 Further details

Further details regarding the PPC Phakamani Trust scheme are contained in Annexure 8.

7. INDEPENDENT EXPERT’S REPORT

7.1 Pursuant to the requirements of the Companies Act and the JSE, the Company has appointed the Independent Expert to prepare a report in relation to the Unwind Acquisition, the Phakamani Trust Share Issue and the PPC Phakamani Trust Shares Repurchase which, as relevant, meets the requirements of an independent expert’s report, as contemplated in section 114 of the Companies Act, and of a fairness opinion, as contemplated in paragraph 5.51(f) of the Listings Requirements.

7.2 In light of the above, the Independent Expert has considered the terms and conditions of the Unwind Acquisition, the PPC Phakamani Trust Share Issue and the PPC Phakamani Trust Shares Repurchase and is of the opinion that the terms and conditions of such repurchases and issue are fair and reasonable to PPC Shareholders. The Board has been advised accordingly and copies of the Independent Expert’s opinion in this regard are attached as Annexure 3 to this Circular.

8. DIRECTORS’ OPINION

8.1 The Transaction has been considered and approved by the Board, save for the Allocation Criteria, which will be considered and approved by only those Directors that are free of conflicts of interest and personal financial interests in respect of the Allocation Criteria, following input from a sub-committee of the Board formed for the basis of considering the Allocation Criteria and which is constituted by ZJ Kganyago, MP Malungani and SK Mhlarhi.

8.2 The Board has considered the opinion of the Independent Expert attached as Annexure 3 to this Circular and the Unwind Acquisition and the PPC Phakamani Trust Share Issue in light of the rationale for the Unwind Acquisition and the PPC Phakamani Trust Share Issue as set out in paragraph 2.2.5 above and is of the opinion that the Unwind Acquisition, the PPC Phakamani Trust Share Issue and PPC Shares is in the interests of PPC Shareholders and is fair and reasonable to all PPC Shareholders and recommends that the PPC Shareholders vote in favour of the Resolutions in respect of the Unwind Acquisition, the PPC Phakamani Trust Share Issue and the Phakamani Repurchase at the General Meeting.

8.3 The Directors of PPC who hold, direct and/or indirect, interests in PPC, and who are not related parties (or related to them) and are entitled to vote, have undertaken to vote in favour of the Resolutions.

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9. ESTIMATED ECONOMIC COSTS

9.1 The economic cost of implementing the Transaction for the Company and PPC Shareholders, calculated with reference to the requirements of IFRS, including IFRS 2 (Share-based Payments) is approximately R189 million, applicable to the PPC Phakamani Trust Share Issue.

9.2 IFRS 2 sets out the basis for calculating the economic cost, and the valuation uses the following:

9.2.1 the Monte Carlo simulation model for valuing options;

9.2.2 the use of available market-sourced data and an estimation of future dividend yields at given dates, and expected future share prices as calculated by the model;

9.2.3 key inputs that have been applied in determining the IFRS 2 charge:

9.2.3.1 transaction term of five years;

9.2.3.2 simple interest rate of 8.5% on the NVF;

9.2.3.3 Unsuspended Dividend of 20%;

9.2.3.4 the Unwind Market Value; and

9.2.3.5 historical volatility of the PPC share price.

9.3 These calculations derive an expected future cost associated with the Transaction that is then discounted to the present, resulting in the IFRS 2 charge of R189 million shown above. The amount applicable to the PPC Phakamani Trust Share Issue will be expensed over the NVF Period in line with the vesting conditions.

9.4 The economic cost represents approximately 1.0% of the market capitalisation of PPC on the Last Practicable Date (c. R18.2 billion).

10. PRO FORMA FINANCIAL EFFECTS

The pro forma financial effects presented below are based on the audited Group results for the year ended 30 September 2013.

The PPC Group accounting policies for the year ended 30 September 2013 have been used in preparing the pro forma financial effects, which are in compliance with IFRS. The financial information has been prepared in compliance with the Listings Requirements and the Companies Act. For a full understanding of PPC’s accounting policies, which should be read in conjuction with the glossary of terms, refer to PPC’s 2013 annual financial statements which can be found on www.ppc.co.za.

The South African tax legislation, enacted as at the date of this Circular, has been used in assessing the potential tax implications of the Transaction.

The pro forma financial effects are the responsibility of the Directors and were prepared for illustrative purposes only and may, due to the nature thereof, not fairly present PPC’s financial position, changes in equity, and results of its operations or cash flows as at the relevant reporting date. They do not purport to be indicative of what the financial results would have been, or will be, had the Transaction been implemented on a different date.

The pro forma financial effects should be read in conjunction with the notes thereto and the report of the Reporting Accountants (Annexure 2). The detailed pro forma income statement and statement of financial position are set out in Annexure 1.

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Pro forma information for the year ended 30 September 2013

The pro forma financial effects of the Transaction are as follows:

For the year ended 30 September 2013Before the

TransactionAfter the

TransactionNet impact

(year 1)% change

(year 1)

Net asset value per share (cents) 293 530 237 81Tangible net asset value per share (cents) 229 466 237 103Earnings per share (cents) 178 170 (8) (4)Diluted earnings per share (cents) 175 167 (8) (4)Headline earnings per share (cents) 179 171 (8) (4)Diluted headline earnings per share (cents) 176 168 (8) (4)Weighted average number of shares (000) 522 678 522 678 – –Weighted average diluted number of shares (000) 530 869 530 869 – –Number of shares in issue (000) 605 380 612 166 6 786 1Notes to the pro forma information:1. The PPC Ordinary Shares, based on the audited results at 30 September 2013, were used in the calculation of EPS, diluted

EPS, HEPS, diluted HEPS, NAV per PPC Ordinary Share and TNAV per PPC Ordinary Share “Before the Transaction”.2. PPC Phakamani Trust is consolidated into the PPC Group in terms of IAS 27 (Consolidated and Separate Financial Statements)

as PPC is deemed to have effective control over the trust during the NVF Period, and consequently the PPC Ordinary Shares issued to PPC Phakamani Trust are treated as Treasury Shares and thus do not increase the weighted average number of PPC Ordinary Shares for EPS and HEPS calculations. These shares however, may have a potential dilutive impact and have therefore been assessed as to whether they are potential PPC Ordinary Shares for the purpose of calculating diluted EPS and HEPS.

3. The EPS and HEPS “After the Transaction” are based on the assumption that the Transaction was implemented on 1 October 2012 and include the following:3.1 Unwind Acquisition

As a result of unwinding PPC Black Managers Trust, PPC has accelerated a non-recurring IFRS 2 charge of R5 million which arose on the First BEE Transaction that was still being expensed through the income statement over the vesting period applicable to the original issue.

3.2 Settlement of the outstanding liabilities As a result of the settlement of the initial external funding for the First BEE Transaction, from the net proceeds of the Initial Issue, the outstanding portion of the capitalised borrowing transaction costs amounting to R2 million has been expensed through the income statement and is non-recurring.As a result of the settlement of this funding, assumed to be settled on 1 October 2012 for illustrating these pro forma financial effects, no finance costs will be incurred in respect of the First BEE Transaction as there are no remaining related funding obligations due by the Group. Finance costs will therefore reduce by R133 million, which saving is of a recurring nature.Securities transfer tax (STT) of R1 million, which is non-recurring, arises on the settlement of the Preference Shares and has been charged to the income statement.

3.3 PPC Phakamani TrustThe aggregate IFRS 2 charge of R189 million, the basis of valuation of which has been discussed in paragraph 9 above, will recur over the five-year NVF period and approximates R38 million per year. This has been expensed to the income sta tement with a corresponding adjustment against other reserves of R38 million.During the NVF Period, PPC Phakamani Trust Shares will be entitled to dividends on 20% of the Dividend or Distribution which would have ordinarily accrued to Other Ordinary Shareholders (Unsuspended Dividend). The Unsuspended Dividend of R10 million paid to PPC Phakamani Trust will be reflected in equity for accounting purposes in terms of IAS 32 (Financial Instruments: Presentation). The Unsuspended Dividend is recurring throughout the NVF Period, with the future value of the Unsuspended Dividends being dependant on the Dividends or Distributions declared by PPC in respect of Other Ordinary Shareholders.

3.4 Transaction costs Non-recurring transaction costs of R15 million, excluding the fees incurred on the Initial Issue, are charged to the income statement in terms of IAS 39 (Financial Instruments: Recognition and Measurement).The Preference Share Issue Programme fees of R13 million are charged against equity in terms of IAS 32.

3.5 Initial Issue – Preference dividendPreference Share dividends for the period ending 30 September 2013 have been estimated at R114 million, which has been deducted from net profit when calculating the profit attributable to PPC Ordinary Shareholders in accordance with the provisions of IAS 33 (Earnings Per Share) when calculating EPS and HEPS.

4. The NAV and TNAV per PPC Ordinary Share “After the Transaction” are based on the assumption that the Transaction was implemented on 30 September 2013 and include the following:4.1 Cumulative net retained profit

The amounts listed below reflect those elements discussed in section 3 above that have a carry-over effect on retained profit:• The acceleration of IFRS 2 charge relating to PPC Black Managers Trust will reduce (debit) retained profit by R5 million.

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• The R2 million charge relating to the acceleration of the outstanding capitalised portion of the borrowing Transaction costs will reduce (debit) retained profit.

• Transaction costs of R15 million relating to the unwinding of the First BEE Transaction and the creation of PPC Phakamani Trust will result in a decrease (debit) to retained profit.

4.2 Initial Issue

In accordance with the provisions of IAS 32, the Preference Shares will be treated as equity for accounting purposes as the Preference Shares are only redeemable at PPC’s option and the declaration of the dividend is at the discretion of the Board. As a result, the R1 269 million raised by the Preference Share issue is recognised in equity. Brokerage, raising fees and transaction costs of R13 million incurred on raising the Initial Issue are charged against equity in terms of IAS 32. These fees are not of a recurring nature.

4.3 Unwind Acquisition

The net proceeds from the Initial Issue, discussed in 4.2 above, will be used to repurchase, at the Market Value on 31 January 2014 of R30.10 per PPC Ordinary Share, the aggregate 27 694 473 PPC Ordinary Shares currently held by PPC Black Managers Trust and Indirect Trust Funding SPVs and also to purchase remaining loans from SBSA to PPC Black Managers Trust and Indirect Trust Funding SPVs to settle the outstanding liabilities with the external lenders. The former will be reflected as a reduction (debit) to stated capital of R833 million.

STT of R3 million, incurred in connection with the repurchase of the PPC Ordinary Shares, is allocated against stated capital in terms of IAS 32 and will be paid via cash and cash equivalents. This tax charge is non-recurring.

Consequent to PPC having provided guarantees on the funding in terms of the First BEE Transaction and read in conjunction with IAS 27, PPC Black Managers Trust and the Indirect Trust Funding SPVs had previously been consolidated into the PPC Group financial statements.

Following the settlement of the external funding by PPC Black Managers Trust and the Indirect Trust Funding SPVs, these entities, excluding PPC Black Managers Trust Funding SPV, will no longer be consolidated into PPC’s statement of financial position. Consequently, the PPC Ordinary Shares of R867 million previously treated as treasury shares will now be treated as other issued shares thereby increasing (credit) stated capital by the same amount.

PPC Black Managers Trust Funding SPV will continue to be consolidated as it is a wholly owned subsidiary of PPC. Therefore, the 6 786 030 shares purchased by PPC Black Managers Trust Funding SPV from PPC Black Managers Trust (funded by some of the proceeds from the Initial Issue) remain as Treasury Shares and will be adjusted to a new value of R30.10 per share, being the 30-day volume weighted average price of a PPC Ordinary Share traded on the JSE on 30 January 2014, resulting in an increase in stated capital of R8 million.

Furthermore, following the deconsolidation of PPC Black Managers Trust and the Indirect Trust Funding SPVs, other than PPC Black Managers Trust Funding SPV, the net impact on retained profit is a decrease (debit) of R47 million, being the accumulated losses of these entities that will no longer be reflected in the consolidated statement of financial position offset by the provision recorded against the loans advanced by PPC to PPC Black Managers Trust and the Indirect Trust Funding SPVs.

The adjustment to other reserves of R5 million is a once-off IFRS 2 charge, as a consequence of the accelerated vesting of the unvested options at 30 September 2013, relating to employee beneficiaries of PPC Black Managers Trust .

4.4 Settlement of the outstanding liabilities

The net proceeds received from the Initial Issue or alternative funding, together with the cash and cash equivalents held by Indirect Trust Funding SPVs will be utilised to settle part of the outstanding funding obligations of R1 272 million, net of capitalised borrowing costs. STT of R1 million, which is non-recurring, will be incurred on the settlement of preference share portion of the external funding. The STT will be paid from cash and cash equivalents.

4.5 Weighted average number of shares

The weighted average number of shares, used in the calculation of NAV and TNAV per share, will not be impacted by the Transaction, as both the new shares issued and the shares being cancelled are treated as Treasury Shares. The weighted average number of shares used for the NAV and TNAV is 522 678 109 PPC Ordinary Shares.

For a full understanding of PPC’s Ordinary Shares and weighted average number of PPC Ordinary Shares before the Transaction, refer to PPC’s 2013 annual financial statements which can be found on www.ppc.co.za.

Events after the reporting date

The impact of the Safika Cement Holdings transaction, approved by the Competition Commission on 12 December 2013, has not been included in the pro forma financial information. There are no other events that occurred after the reporting date that may have a material impact on the PPC Group’s reported results or the pro forma results for the year ended 30 September 2013 for purposes of understanding the Transaction.

11. WORKING CAPITAL ADEQUACY

The Directors have considered the effect of the acquisition of the Unwind Shares and are of the opinion that the provisions of sections 4 and 48 of the Companies Act and the requirements of the Listings Requirements have been complied with and that:

• PPC and the PPC Group will be able, in the ordinary course of business, to pay its debts for a period of 12 months after the date of approval of the Circular (for this purpose the assets and liabilities were recognised and measured in accordance with the accounting policies used in the latest audited results for the year ended 30 September 2013);

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• the assets of PPC and the PPC Group at fair value will be in excess of the liabilities of PPC and PPC Group for a period of 12 months after the date of the Circular;

• the ordinary stated capital and reserves of PPC and the PPC Group will be adequate for ordinary business purposes for a period of 12 months after the date of the Circular; and

• the working capital of PPC and PPC Group will be adequate for ordinary business purposes for a period of 12 months after the date of the Circular.

The Directors of PPC have submitted a working capital pack to the Company’s sponsor with respect to any repurchase resulting from the implementation of the PPC Phakamani Trust Shares Repurchase under the PPC Phakamani Trust Subscription Agreement in terms of the PPC Phakamani Trust Share Issue.

The Board has passed a resolution authorising the repurchase contemplated by the Unwind Acquisition and the PPC Phakamani Trust Shares Repurchase. In respect of the Unwind Acquisition, the Company and its subsidiaries have passed the solvency and liquidity test and, since the test was performed up to the Last Practicable Date, there have been no material changes to the financial position of any company in the PPC Group.

12. TRANSACTION COSTS

The estimated expenses associated with the Transaction for PPC (VAT exclusive) are set out below:

Service Service provider Amount (R)

Financial Advisers Regiments Capital 5 000 000Sponsor Merrill Lynch South Africa 450 000Legal Advisers Bowman Gilfi llan 4 500 000Tax Advisers Cliffe Dekker Hofmeyr 750 000Independent Expert KPMG 475 000Reporting Accountants Deloitte & Touche 1 600 000Publishing and printing Ince (Pty) Ltd 700 000JSE listing fee and documentation inspection fee JSE Issuer Services 400 000Transfer Secretaries Link Market Services 120 000Other service providers Miscellaneous fees 600 000

Total 14 595 000

The total cost associated with the Preference Share Issue Programme is estimated to be R13 200 000 (VAT exclusive) payable to SBSA and Rand Merchant Bank, relating to advisers’ fees, capital raising and brokerage fees.

There have been no significant preliminary expenses in respect of the Transaction other than as reflected in the costs set out in the table above incurred by PPC within the three years preceding the date of this Circular.

13. ADDITIONAL INFORMATION ON PPC

13.1 Background information on PPC

13.1.1 PPC was established in 1892 and, for over 120 years, has tracked the growth and development of South Africa and Zimbabwe, producing cement for many of the countries’ iconic landmarks, including the Union Buildings, Gariep Dam and Van Staden’s River Bridge, the Gautrain, Medupi power station, new Cape Town Stadium, Kariba Dam and much of southern Africa’s infrastructure.

13.1.2 Today, PPC supplies from nine cement manufacturing facilities (including three milling plants). The facilities located in South Africa, Botswana, Zimbabwe and Rwanda can produce around eight million tons of cement products each year. PPC also produces aggregates, metallurgical-grade lime, burnt dolomite and limestone.

13.1.3 PPC’s focus extends beyond the group to the broader industry. PPC has actively invested in technology to reduce air emissions, minimise waste production, recycle and recover raw materials, enhance energy efficiency and conserve natural resources – while producing a reliable and affordable supply of building materials to support the economies of countries where it operates.

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13.2 Prospects

Growth and confidence in the South African economy is critical to ensure improved demand for our products. Due to modest growth, the domestic trading environment remains tough and highly competitive. The Board believes that its strategies have positioned PPC well in a challenging market.

Cement demand in Zimbabwe has been pleasing and the Board expects this trend to continue. The market has been dominated by retail clients and PPC anticipates that infrastructure investment will increase. The Board also continues to monitor the cement market in Botswana and anticipates that government spending on infrastructure will gradually begin to improve.

The Board remains confident about prospects for strong growth in the rest of Africa and believes that PPC is on track to meet its strategic objective of generating more than 40% of its revenues from the rest of the continent by 2017.

13.3 Share price history

The price history of the PPC Ordinary Shares on the JSE as at 7 February 2014 is summarised in Annexure 5.

13.4 Stated capital

At the Last Practicable Date, the authorised and issued ordinary stated capital of PPC, before and after the implementation of the Transaction were as follows:

Before the TransactionNumber of shares as at Last Practicable Date

Authorised stated capital 700 000 000 PPC Ordinary Shares

Issued stated capital 605 379 648 PPC Ordinary Shares

Treasury Shares

PPC Ordinary Shares held by participants pursuant to the Second BEE Transaction 39 349 677 PPC Ordinary Shares

PPC Ordinary Shares held by participants pursuant to the First BEE Transaction 34 767 864 PPC Ordinary Shares

PPC Ordinary Shares held by Porthold Trust (Pvt) Limited 1 284 556 PPC Ordinary Shares

PPC Ordinary Shares held in terms of the FSP share incentive scheme 4 744 733 PPC Ordinary Shares

Stated capital net of Treasury Shares 525 232 818 PPC Ordinary Shares

After the Transaction Number of shares as at PPC Phakamani Trust Subscription Date

Authorised stated capital 700 000 000 PPC Ordinary Shares20 000 000 Preference Shares

Issued stated capital 612 841 670 PPC Ordinary SharesApproximately 14 000 000 Preference Shares

Treasury SharesPPC Ordinary Shares held by PPC Phakamani Trust pursuant to the Transaction 34 480 503 PPC Ordinary SharesPPC Ordinary Shares held by participants pursuant to the Second BEE Transaction 39 349 677 PPC Ordinary SharesPPC Ordinary Shares held by participants pursuant to the First BEE Transaction 7 749 383 PPC Ordinary SharesPPC Ordinary Shares held by Porthold Trust (Pvt) Limited 1 284 556 PPC Ordinary SharesPPC Ordinary Shares held in terms of the FSP share incentive scheme 4 744 733 PPC Ordinary Shares

Stated capital net of Treasury Shares 525 232 818 PPC Ordinary SharesApproximately 14 000 000 Preference Shares

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13.5 Issue of securities

PPC Ordinary Shares issued in the stated capital of the Company in the three years prior to the Last Practicable Date, pursuant to the Second BEE Transaction were as follows:

Name of PPC Shareholder Date of Issue

Number ofPPC OrdinaryShares issued

% ofshareholding

PPC SBP Consortium Funding SPV (Proprietary) Limited October 2012 10 624 413 1.755PPC Masakhane Trust October 2012 26 757 780 4.420PPC Bafati Trust October 2012 1 967 484 0.325

13.6 Major shareholders

At the Last Practicable Date insofar as is known to PPC, PPC Shareholders, other than Directors, who, were directly interested in 5% or more of the Ordinary Stated Capital Pre-transaction are as follows:

Number ofPPC Ordinary

Shares% of

Shareholding

Public Investment Corporation Limited 65 088 506 10. 75Lazard Asset Managers, L.L.C. 63 376 646 10. 48Foord Asset Management (Pty) Limited 46 414 313 7. 67PPC SBP Consortium Funding SPV (Proprietary) Limited 39 988 926 6.61

As at the Last Practicable Date, insofar as is known to PPC, there were no other PPC Shareholders interested, directly or indirectly, in 5% or more of any other class of shares in the Ordinary Stated Capital Pre-transaction.

13.7 Details relating to Directors

13.7.1 Directors’ details

Name Function Business address

BL (Bheki) Sibiya ChairmanIndependent Non-executive Director

Chamber of Mines SA5 Hollard StreetJohannesburg2001

KM (Ketso) Gordhan Chief Executive Offi cerExecutive Director

148 Katherine Street Corner Grayston and Katherine StreetsSandton2196

MMT (Tryphosa) Ramano Chief Financial Offi cerExecutive Director

148 Katherine Street Corner Grayston and Katherine StreetsSandton2196

ZJ (Zibusiso) Kganya go Independent Non-executive Director

Palazzo Towers EastMontecasino BoulevardFourways2055

NB (Ntombi) Langa-Royds Independent Non-executive Director

53 Curzon RoadBryanston2021

TDA (Tim) Ross Independent Non-executive Director

47 – 12th AvenueParktown North2193

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Name Function Business address

B (Bridgette) Modise Independent Non-executive Director

21 BernadineBarbet StreetWoodmead2196

J (Joe) Shibambo Independent Non-executive Director

Hlamalane Projects ( Proprietary) LimitedLuc’s Building24th Floor209 Smit StreetBraamfontein2001

MP (Peter) Malungani Non-executive Director 2nd Floor, The Firs offi ce blockCnr Oxford and Bierman AvenuesRosebank2192

SK (Sydney) Mhlarhi Non-executive Director Summit Offi ce Park495 Summit RoadMorningsideSandton2196

T (Todd) Moyo Independent Non-executive Director

Cr. Main Street and 13th AvenueBulawayoZimbabwe

13.7.2 Directors’ interests in PPC Ordinary Shares

13.7.2.1 Interests not associated with the PPC BEE Transactions or PPC’s incentive schemes

On the Last Practicable Date, the Directors of PPC and directors who have resigned in the last 18 months (and their respective associates) held the following interests in the ordinary stated capital of PPC that are not associated with the PPC BEE Transactions or PPC’s incentive schemes:

Director/Past director Direct benefi cial Indirect benefi cial

ExecutiveKM Gordhan 977 944 –

Non-executiveSK Mhlarhi 5 000 –

Past executiveP Stuiver 34 930 –

13.7.2.2 Interests associated with the PPC BEE Transactions

On the Last Practicable Date, the Directors of PPC and directors who have resigned in the last 18 months (and their respective associates) held the following interests in the ordinary stated capital of PPC as a consequence of the PPC BEE Transactions, namely by virtue of interests in PPC BINE Directors Trust, PPC Black Managers Trust and PPC Masakhane Trust:

Director/Past directorFirst BEE

TransactionSecond BEE Transaction

ExecutiveKM Gordhan – 638 977MMT Ramano 335 249 372 737

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Director/Past directorFirst BEE

TransactionSecond BEE Transaction

Independent non-executiveZJ Kganyago 95 787 –NB Langa-Royds 95 787 –J Shibambo 95 787 –

Past executiveSG Helepi 83 983 –

13.7.2.3 Interests associated with PPC’s forfeitable share plan

On the Last Practicable Date, the Directors and directors of PPC who have resigned in the last 18 months (and their respective associates) held the following interests in the ordinary stated capital of PPC as a consequence of PPC’s forfeitable share plan (FSP):

Director/Past director

2012/09/28 with performance

conditions

2013/03/15 with performance

conditions

2013/03/15 with no

performance conditions

ExecutiveKM Gordhan – 126 600 25 300MMT Ramano 96 800 78 700 –

An FSP award is a free transfer of shares to a participant on the grant date, with vesting of a portion of the award being subject to performance conditions and the whole award being subject to continued employment.

13.7.2.4 No change statement Between the end of the preceding financial year and the Last Practicable Date, MMT Ramano, who is a Director of PPC, sold 2 541 PPC Ordinary Shares allocated pursuant to the First BEE Transaction; S Abdul Kader, a director of PPC who has resigned in the last 18 months, sold 2 541 PPC Ordinary Shares allocated pursuant to the First BEE Transaction; P Esterhuysen, a director of PPC who has resigned in the last 18 months, sold 85 122 PPC Ordinary Shares allocated pursuant to FSP interests and forfeited 64 178 FSP interests and forfeited his interest in 34 720 PPC Ordinary Shares allocated pursuant to the Second BEE Transaction; and SG Helepi, a director of PPC who has resigned in the last 18 months, sold 2 541 PPC Ordinary Shares allocated pursuant to the First BEE Transaction.

Save as set out in the preceding sentence, there have been no changes in the interests of the Directors, or directors of PPC who have resigned in the previous 18  months, between the end of the preceding financial year and the Last Practicable Date.

13.8 Directors’ remuneration

There will be no variation in the remuneration receivable by any of the Directors as a consequence of the implementation of the Transaction.

13.9 Directors’ interests in transactions

13.9.1 T Moyo is a disclosed participant in PPC’s indigenisation transaction in respect of its Zimbabwean subsidiary, Portland Holdings.

13.9.2 Save as stipulated in paragraphs 8.1, 13.7.2 and 13.9.1 above, no Director and no director of PPC who has resigned in the last 18 months has any beneficial interest, directly or indirectly, in any transactions effected by PPC during the current or immediately preceding financial year and which remain in any respect outstanding or unperformed.

14. OTHER INFORMATION

14.1 Material changes

14.1.1 In December 2013, PPC acquired a 69.3% stake in Safika Cement Holdings for R377 million.

14.1.2 Save as set out in the paragraph above, there has been no material change in the financial or trading position of PPC and its subsidiaries since the issue of the results for the 12 months ended 30 September 2013 and the date of this Circular.

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14.2 Litigation

In November 2009, PPC was granted conditional leniency from prosecution under the Competition Act by the Competition Commission. This was in exchange for PPC’s complete and truthful disclosure of market-sharing arrangements between PPC and its competitors in the late 1990s.

Other than the above, the Directors of PPC are not aware of any legal or arbitration proceedings, pending or threatened, that may have or have had a material effect on the financial position of the PPC Group in the 12 months preceding the date of this Circular.

14.3 Corporate Governance

PPC maintains sound corporate governance as a core business principle. Below is a summary of how PPC has applied the governance principles prescribed by the JSE.

Required practice Application

There must be a policy detailing procedures for appointment to the board of directors. Such appointments must be formal and transparent and a matter for the board of directors as a whole, assisted where appropriate by a nomination committee. The nomination committee must constitute only non-executive directors, of whom the majority must be independent, and should be chaired by the chairman of the board of directors.

Full complianceThe Board has appointed a nominations committee with a formal mandate which includes the obligation to ensure that directors are appointed through a formal and transparent process. In this regard the committee has a formal policy in place. The committee members are all non-executive directors and the committee is chaired by the chairman of the board. Refer to page 82 of the 2013 Integrated Report which is available on the Company’s website www.ppc.co.za.

There must be a policy evidencing a clear balance of power and authority at board of directors’ level, to ensure that no one director has unfettered powers of decision-making.

Full complianceThe board charter specifi es the different roles of the members to ensure that a balance of power is maintained. The role of the chairman and the role of the CEO is also clearly defi ned to avoid role confusion. In addition, a guideline is in place which specifi es the role of the chairman. Refer to page 72 of the 2013 Integrated Report which is available on the Company’s website www.ppc.co.za.

The issuer must have an appointed chief executive offi cer and a chairman and these positions must not be held by the same person. The chairman must either be an independent director, or the issuer must appoint a lead independent director, in accordance with the King code.

Full complianceThe Board has appointed KM Gordhan as CEO and the position of chairman of the Board is held by BL Sibiya. BL Sibiya is an independent director of the Board. Full details appear in Annexure 4 of this circular.

All issuers must, in compliance with the King code, appoint an audit committee and a remuneration committee and, if required, given the nature of the business and composition of the board of directors, a risk and nominations committee. The composition of such committees, a brief description of their mandates, the number of meetings held and other relevant information must be disclosed in the integrated report.

Full complianceThe Board has appointed an audit committee, remuneration committee, nominations committee, risk and compliance committee and social and ethics committee. The details are disclosed in the corporate governance report. Refer to pages 77, 81 and 82 of the 2013 Integrated Report which is available on the Company’s website www.ppc.co.za.

A brief CV of each director standing for election or re-election at a general meeting or the annual general meeting (which election or re-election may not take place at a meeting contemplated in section 60 of the Companies Act) should accompany the notice of the general meeting or annual general meeting.

Full complianceThe CVs of the Directors are set out in Annexure 4 of the Circular.

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Required practice Application

The capacity of each director must be categorised as executive, non-executive or independent, using the prescribed guidelines.

Full complianceThe nominations committee annually evaluates the categorisation of all the directors. Full details appear in Annexure 4 of the Circular.

All issuers must have an executive fi nancial director.

Full complianceMMT Ramano has been appointed as the CFO of the Company and she is in the full-time employment of the Company.

The audit committee must annually consider and satisfy itself of the appropriateness of the expertise and experience of the fi nancial director. The issuer must confi rm this by reporting to shareholders in its annual report that the audit committee has executed this responsibility.

Full complianceThe audit committee annually assesses the appropriateness of the expertise and experience of the CFO. In this regard, refer to the report of the audit committee which appears on page 80 of the 2013 Integrated Report available on the Company’s website www.ppc.co.za.

Compliance with non-mandatory principles

The Board considers the Company and its subsidiaries to be fully compliant with the principles of the Code of Corporate Practices and Conduct contained in King III.

The Company has a unitary Board comprising two executive and nine non-executive Directors as defined by King III and the roles of Chief Executive Officer and Chairman are separate. The Chairman is an independent non-executive Director and six other non-executive Directors are independent.

PPC complies with the practices and applied the principles of King III. A full register covering all 75 King III principles is available on the Company’s website www.ppc.co.za. This register includes detail on how each principle is applied.

14.4 Directors’ responsibility statement

The Directors, whose names appear in paragraph 13.7.1 of this Circular, collectively and individually, accept full responsibility for the accuracy of the information given in this Circular and certify that, to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement in this Circular false or misleading, and all reasonable enquiries to ascertain such facts have been made and that this Circular contains all information required by the Listings Requirements.

14.5 Consents

The advisers named on the inside front cover, the company secretary and the Transfer Secretaries have all provided their written consent to their names being published in this Circular and have not withdrawn their consent prior to the publication of this Circular. The Reporting Accountants and Independent Expert have provided their written consent to their names and reports being included in this Circular in the form and context in which they appear and have not withdrawn their consent prior to the publication of this Circular.

15. GENERAL MEETING

The General Meeting of PPC Shareholders to consider and, if deemed fit, pass with or without modifications the resolutions set out in the Notice of General Meeting, will be held at 1 0:00 at PPC’s head office, 148 Katherine Street, Corner Grayston and Katherine Streets on 1 8 March 2014.

The Notice of General Meeting and a form of proxy (green) for use by Certificated Shareholders and Dematerialised Shareholders with “own name” registration who are unable to attend the General Meeting are attached to this Circular. A duly completed form of proxy (green) must be received by the Transfer Secretaries by no later than 1 0:00 on 14 March 2014.

With respect to the Resolutions set out in the Notice of General Meeting:

• PPC Black Managers Trust and its associates (if any) will be excluded from voting on Special Resolution 5 (which relates to the repurchase of PPC Ordinary Shares held by PPC Black Managers Trust);

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• PPC Community Trust Funding SPV and its associates (if any) will be excluded from voting on Special Resolution 6 (which relates to the repurchase of PPC Ordinary Shares held by PPC Community Trust Funding SPV);

• PPC Construction Industry Associations Trust Funding SPV and its associates (if any) will be excluded from voting on Special Resolution 7 (which relates to the repurchase of PPC Ordinary Shares held by PPC Construction Industry Associations Trust Funding SPV);

• PPC Education Trust Funding SPV and its associates (if any) will be excluded from voting on Special Resolution 8 (which relates to the repurchase of PPC Ordinary Shares held by PPC Education Trust Funding SPV); and

• PPC Team Benefit Trust Funding SPV and its associates (if any) will be excluded from voting on Special Resolution 9 (which relates to the repurchase of PPC Ordinary Shares held by PPC Team Benefit Trust Funding SPV).

Other than as set out above, there are no voting rights controlled by PPC, a person related to PPC or a person acting in concert with either of them, which would require such person’s votes to be excluded from voting on the Resolutions.

A copy of the provisions of sections 115 (Required approval for transactions contemplated in Part) and 164 (Dissenting shareholders appraisal rights) of the Companies Act are included in this Circular after the Notice of General Meeting. The Board is of the view that the appraisal rights in section 164 of the Companies Act do not apply to any aspect of the Transaction. PPC Shareholders are not bound by this view and may independently consider the applicability of section 164.

16. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection during normal business hours (Saturdays, Sundays and public holidays excluded) at the registered office of PPC from 1 7 February to 1 8 March 2014.

• Current MOI and Amended MOI of PPC; • A signed copy of this Circular;• Implementation Agreement dated 31 January 2014; • Unwind Agreement dated 31 January 2014; • PPC Phakamani Trust Deed dated 31 January 2014;• PPC Phakamani Trust Subscription Agreement dated 31 January 2014;• Copy of the First BEE Transaction circular dated 16 October 2008;• Copy of the Second BEE Transaction circular dated 20 August 2012;• Audited annual financial statements of PPC for each of the three financial years ended

30 September 2011, 30 September 2012 and 30 September 2013;• Summaries of any service agreements entered into with Directors;• Independent Expert’s report as set out in Annexure 3 of this Circular;• Approval letter from the TRP in relation to the Unwind Acquisition;• Report of the Reporting Accountants on the pro forma financial effects as set out in Annexure 2 of

this Circular; • Consent letters from the advisers named on the inside front cover , the Transfer Secretaries, the

Independent Expert and the Reporting Accountants; and• The MOI of each South African subsidiary of PPC.

By order of the Board

KM GordhanChief executive officer11 February 2014

Registered office148 Katherine StreetCorner Grayston and Katherine StreetsSandton, 2196 (PO Box 787416, Sandton, 2146)

31

ANNEXURE 1

PRO FORMA FINANCIAL INFORMATION RELATING TO THE TRANSACTION

The pro forma fi nancial information set out below has been prepared to assist PPC Shareholders to assess the impact of the Transaction on the fi nancial position and fi nancial performance of PPC, and has been calculated using the audited results of PPC for the year ended 30 September 2013 for the income statement and the statement of fi nancial position at that date, adjusted for the impacts of the Transaction as if it took place during that fi nancial year. As the expected transaction date is 30 April 2014, actual numbers will differ from those presented. No adjustments have been made to the pro forma fi nancial information other than in respect of the Transaction contemplated in this Circular.

The PPC Group accounting policies for the year ended 30 September 2013 have been used in preparing the pro forma fi nancial effects. PPC’s accounting policies are prepared in accordance with the recognition and measurement criteria of IFRS and its interpretations adopted by the Internal Accounting Standards Board (IASB) in issue and effective for the Group at 30 September 2013 and the SAICA Financial Reporting Guides, in particular the Guide on Pro Forma Financial Information, as issued by the Accounting Practices Committee and fi nancial reporting pronouncements as issued by the Financial Reporting Standards Council and is in compliance with the Listings Requirements and Companies Act.

The South African tax legislation, enacted as at the date of this Circular, has been used in assessing the potential tax implications of the Transaction.

The pro forma fi nancial information has been prepared for illustrative purposes only and is the responsibility of the Directors. Due to the nature of the pro forma fi nancial information, it may not give a fair refl ection of PPC’s fi nancial position, changes in equity, and results of operations or cash fl ows after completion of the Transaction.

32

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34

Notes to the pro forma statement of fi nancial position and income statement

1. NOTES AND ASSUMPTIONS1.1 General

The financial effects are shown as if the Transaction occurred on 1 October 2012 for the income statement and on 30 September 2013 for the statement of financial position.

1.2 Interest rate swaps impactAs the interest rate swap liabilities have been settled with the external funders, in the normal course of business, during December 2013, any impact of the repayment and unwind thereof has not been included in the pro forma financial effects of the Transaction as the repayment and unwind of the swap liability is not dependent on the approval of the Transaction.

1.3 Transaction overviewIndirect Trust Funding SPVs• PPC will issue the Preference Shares or raise alternative funding.• The net proceeds from the Initial Issue will be partly utilised by PPC to repurchase all PPC Ordinary Shares held by the

Indirect Trust Funding SPVs at market value.• This will enable the Indirect Trust Funding SPVs to pay part of the outstanding debt due to the external funders.• PPC will purchase the remaining loans from SBSA owing by the Indirect Trust Funding SPVs.• Following the settlement of debts owing to the external funders and sale of shares to PPC, the Indirect Trust Funding

SPVs, excluding PPC Black Managers Trust Funding SPV, will be deconsolidated.BMT Structure• As noted previously, PPC will issue the Preference Shares or raise alternative funding.• The net proceeds from the Initial Issue will also be partly utilised by PPC and PPC Black Managers Trust Funding SPV, to

purchase all PPC Ordinary Shares held by PPC Black Managers Trust at market value.• PPC Black Managers Trust and PPC Black Managers Trust Funding SPV will use the proceeds from the sale of shares to

settle part of the outstanding debt with the external funders.• PPC will purchase the remaining loans from SBSA owing by PPC Black Managers Trust.• Following the settlement of debts and sale of shares to PPC and PPC Black Managers Trust Funding SPV, PPC Black

Managers Trust will be deconsolidated.• PPC Black Managers Trust Funding SPV will remain a wholly owned subsidiary.

1.4 Vesting facts and assumptionsAll of the Initial PPC Phakamani Trust Shares will be issued to PPC Phakamani Trust on PPC Phakamani Trust Subscription Date and will, for accounting purposes, vest over the NVF Period.In terms of IAS 27 (Consolidated and Separate Financial Statements), PPC Phakamani Trust will be consolidated into the PPC Group as PPC is deemed to have effective control over PPC Phakamani Trust during the NVF Period. As a result, PPC Phakamani Trust Shares will be treated as Treasury Shares on consolidation during the NVF Period even though they legally vest on implementation of PPC Phakamani Trust Subscription Date.

1.5 TaxationNo capital gains tax, income tax or dividends tax is expected to be incurred in relation to the Transaction, taking into account amongst others that the PPC shares held by the Indirect Trust Funding SPVs and PPC Black Managers Trust will be acquired at less than the original cost.

2. INITIAL ISSUEIn accordance with the provisions of IAS 32 (Financial Instruments: Presentation), the Preference Shares will be treated as equity for accounting purposes as the Preference Shares are only redeemable at PPC’s option and the declaration of the dividend is at the discretion of the Board.The proposed issuance will result in an increase (credit) to equity and a corresponding increase (debit) in cash and cash equivalents of R1 269 million.When a dividend is declared in respect of the Preference Shares, it will be charged to retained income in the statement of changes in equity. The dividend in respect of the Preference Shares included in the pro forma financial effects for the year ended 30  September 2013 is estimated at R114 million. The dividend declared in respect of the Preference Shares will be deducted from profit attributable to PPC Ordinary Shareholders as per IAS 33 (Earnings Per Share) when calculating earnings and headline earnings per share as the preference dividend relates to a separate component of equity participants.Transaction costs of R13 million relating to the Initial Issue are discussed in note 7 below.

3. UNWIND ACQUISITIONWith the implementation of the First BEE Transaction, the respective PPC Black Managers Trust and Indirect Trust Funding SPVs were consolidated in accordance with the requirements of IAS 27 into the PPC Group as a result of PPC providing guarantees on the funding incurred by these entities. As a result, the PPC Ordinary Shares owned by these entities were treated as Treasury Shares and the corresponding borrowings of the BEE entities were consolidated.Using the net proceeds from the Initial Issue per 2 above, PPC will effect the Unwind Acquisition. The proceeds of R1 256 million, after transaction costs, plus the cash available in the Indirect Trust Funding SPVs of R5 million will be insufficient to settle the external funding of R1 298 million in full.The section below explains the mechanism by which these payments will be made.3.1 Indirect Trust Funding SPVs

The total debt owed, excluding the interest rate swap liability of R75 million, by the Indirect Trust Funding SPVs of R913 million consists of loans and preference share debts totaling R910 million and loans owed to PPC of R3 million.

35

PPC will acquire the 24 010 084 PPC Ordinary Shares held by the Indirect Trust Funding SPVs at a market price of R30.10 per share being the 30-day VWAP on 30 January 2014. The proceeds of R723 million, together with the cash and cash equivalents of R5 million available in the Indirect Trust Funding SPVs, will be utilised to partly settle the liabilities due to external funders. The net impact on stated capital is a reduction (debit) of R723 million being the new value of the shares.The total available cash of R728 million, explained above, will enable the Indirect Trust Funding SPVs to partly pay the external funders. PPC will then purchase the remaining loans from SBSA owing by the Indirect Trust Funding SPVs which consists of the R182 million debt and interest rate swap liability of R75 million. PPC will raise a provision against the resultant loans owed by the Indirect Trust Funding SPVs of R260 million, which includes the existing loans of R3 million, as the Indirect Trust Funding SPVs will not have sufficient funds to repay the loans advanced by PPC. Following the sale of shares held by the Indirect Trust Funding SPVs and the settlement of the outstanding liabilities due to the external funders, the Indirect Trust Funding SPVs will be deconsolidated, resulting in an increase (credit) in stated capital of R752 million being the value of the original shares acquired in the First BEE Transaction. Securities transfer tax (STT) of R2 million, to be paid from cash and cash equivalents, will be incurred on the repurchase of shares and will be allocated against (debit) stated capital in terms of IAS 32. This will result in a net impact of R27 million (credit) to stated capital.The impact of the above on retained profit is a reduction (debit) of R182 million (being the amount of the loans acquired by PPC to settle the external debt), R75 million relating to the interest rate swaps and R3 million being the provision against the loans advanced by PPC to the Indirect Trust Funding SPVs. Following the sale of shares held by the Indirect Trust Funding SPVs and the settlement of the outstanding liabilities due to the external funders, the Indirect Trust Funding SPVs will be deconsolidated, resulting in an increase (credit) in retained profit of R231 million which is the accumulated losses of the Indirect Trust Funding SPVs. This will result in a net impact of R29 million (debit) to retained profit.

3.2 BMT StructureThe debt, excluding the interest rate swap liability of R29 million, owed by PPC Black Managers Trust and PPC Black Managers Trust Funding SPV (Obligors) to the external funders amounts to R364 million. In addition, PPC Black Managers Trust Funding SPV owes PPC R20 million as at 30 September 2013.PPC and PPC Black Managers Trust Funding SPV will acquire the 10 470 419 PPC Ordinary shares held by PPC Black Managers Trust at a market price of R30.10 per share being the 30 day VWAP on 30 January 2014. The proceeds received by PPC Black Managers Trust of R315 million will be utilised to partly settle the liabilities due to external funders and discharge its obligation to PPC Black Managers Trust Funding SPV. In addition, the asset of R19 million receivable by PPC Black Managers Trust SPV from PPC Black Managers Trust will be impaired.PPC will use some of the funds from the Initial Issue to subscribe for shares in PPC Black Managers Trust Funding SPV, which funds PPC Black Managers Trust Funding SPV will use to acquire the PPC Ordinary Shares from PPC Black Managers Trust. PPC Black Managers Trust Funding SPV continues to be consolidated as it is a wholly owned subsidiary of PPC and as a result, the 6 786 030 shares it owns will remain as Treasury Shares post the Transaction.The acquisition of shares explained above will enable the Obligors to pay R315 million to the external funders. PPC will then purchase the remaining loans from SBSA which consist of the R49 million debt and interest swap liability of R29 million. PPC will raise a provision against the resultant loan owed by PPC Black Managers Trust of R78 million as the trust will not have sufficient funds to repay the loan to PPC, also noting that PPC guaranteed the funding obligations of PPC Black Managers Trust in terms of the First BEE Transaction.The net impact of the above on stated capital is a reduction (debit) of R315 million being the new value of the shares repurchased. Following the sale of shares held by PPC Black Managers Trust and the settlement of the outstanding liabilities due to the external funders, PPC Black Managers Trust will be deconsolidated, resulting in an increase (credit) to stated capital of R328 million which is the original value of the shares acquired in the First BEE Transaction. STT of R1 million, paid from cash and cash equivalents, will be incurred on the repurchase of shares and will be allocated (debit) against stated capital in terms of IAS 32. This will result in a net impact of R12 million (credit) to stated capital.For retained profit, the net impact of the above is a reduction (debit) of R78 million being the provision raised against the loans acquired in respect of PPC Black Managers Trust explained above. Following the implementation of the Transaction, and settlement of the outstanding liabilities due to the external funders, PPC Black Managers Trust will be deconsolidated, resulting in an increase (credit) in retained profit of R84 million which is the accumulated loss of PPC Black Managers Trust. Retained profit will further be reduced (debit) by the reversal of the R19 million owing to PPC Black Managers Trust Funding SPV by PPC Black Managers Trust as a result of deconsolidating the trust and the trust’s inability to fully settle the receivable due to PPC Black Managers Trust Funding SPV. This will result in a net impact of R13 million (debit) to retained profit.The outstanding IFRS 2 charges relating to PPC Black Managers Trust of R5 million will be accelerated (debit) to the income statement (retained profit) with the corresponding entry in other reserves.The overall impact on retained profit is R18 million (debit), which is R13 million and R5 million as explained above.

4. SETTLEMENT OF THE OUTSTANDING LIABILITIES TO EXTERNAL FUNDERSThe net proceeds received from the Initial Issue, or alternative funding, of R1 256 million, together with the cash and cash equivalents held by Indirect Trust Funding SPVs of R5 million and loans advanced by PPC, as discussed above, will be utilised to settle the outstanding funding obligations of R1 274 million.Borrowing transaction costs of R2 million incurred in raising the initial external funding for the First BEE Transaction were recognised as a debit to long-term borrowings in accordance with IAS 32. These costs are now being accelerated as a debit through the income statement (retained profit) with the corresponding credit to long-term borrowings, and are non-recurring. STT of R1 million is incurred when the preference shares on the initial funding are settled and is charged against the income statement (retained profit). The STT, which is non-recurring, will be funded via cash and cash equivalents.The net effect of the above on the statement of financial position is a reduction (credit) in cash and cash equivalents of R1 275 million, a reduction (debit) in non-current liabilities of R1 272 million and a reduction (debit) in equity of R3 million.The impact of these on the income statement is as follows:• The borrowing costs of R2 million as indicated above have been accelerated through the income statement.• As the respective borrowings with the external funders will be settled, the respective finance costs of R133 million will not

recur.• STT of R1 million as discussed above will be charged to the income statement.

36

5. PPC PHAKAMANI TRUSTDuring the NVF Period, PPC Phakamani Trust Shares will be entitled to dividends on 20% of the Dividend or Distribution which would have ordinarily accrued to Other Ordinary Shareholders (Unsuspended Dividend). The Unsuspended Dividend of R10 million paid to PPC Phakamani Trust will be reflected in equity for accounting purposes in terms of IAS 32, and has been calculated using PPC’s 2012 final dividend of 108 cents per share and 2013 interim dividend of 38 cents per share. The Unsuspended Dividend is recurring throughout the NVF Period, with the future value of the Unsuspended Dividends being dependant on the Dividends or Distributions declared by PPC in respect of Other Ordinary Shareholders.The IFRS 2 charge on PPC Phakamani Trust issue is discussed in note 6 below.

6. IFRS 2 CHARGES ON THE TRANSACTIONThe total IFRS 2 charge on the issuance of PPC Phakamani Trust Shares amounts to R189 million and is to be expensed over the NVF Period. For the pro forma year ended 30 September 2013, the IFRS 2 charge on PPC Phakamani Trust share issue amounts to R38 million. The charge for years two to five will approximate R38 million per annum.

7. TRANSACTION COSTSTotal transaction costs, which are non-recurring, amount to R28 million of which R15 million relates to the unwinding of the first BEE entities and creation of PPC Phakamani Trust, and is expensed in full to the income statement in terms of IAS 39 (Financial Instruments: Recognition and Measurement). The remaining R13 million relating to the total costs associated with the Initial Issue is charged against equity in terms of IAS 32. The Transaction costs will be paid from cash and cash equivalents.The net impact on the income statement is a reduction (debit) in profit for the year of R15 million, a R13 million reduction (debit) against Preference Shares and a reduction (credit) in cash and cash equivalents of R28 million.

8. NUMBER OF SHARES (‘000)While in legal terms the PPC Ordinary Shares issued to PPC Phakamani Trust are considered to be issued, from an accounting perspective the share issue is reflected as the granting of an option. The number of PPC Ordinary Shares that will be available for distribution to the Employee Beneficiaries will be established in terms of PPC Phakamani Trust Share Repurchase Formula on the End Date. From an accounting perspective, the repurchase will be considered to be exercised when the number of remaining shares is finalised. In terms of IAS 33 (Earnings per Share), the PPC Ordinary Shares issued to PPC Phakamani Trust have a potential dilutive impact and consequently, these shares are assessed as to whether they are potential PPC Ordinary Shares for the purpose of calculating diluted EPS and HEPS.For a full understanding of PPC’s Ordinary Shares and weighted average ordinary shares before the Transaction, refer to PPC’s 2013 annual financial statements which can be found on www.ppc.co.za.The EPS and HEPS after implementation of the Transaction are based on 522 678 weighted average PPC Ordinary Shares in issue for the year ended 30 September 2013 (612 166 weighted average PPC Ordinary Shares in issue less 89 488 PPC Ordinary Shares treated as Treasury Shares on consolidation).The diluted EPS and HEPS after implementation of the Transaction are based on 530 869 weighted average PPC Ordinary Shares in issue for the year ended 30 September 2013 (522 678 weighted average PPC Ordinary Shares in issue plus 8 191 potential PPC Ordinary Shares).The NAV and TNAV per PPC Ordinary Share after implementation of the Transaction is based on 522 678 PPC Ordinary Shares in issue as at 30 September 2013 (612 166 PPC Ordinary Shares in issue less 89 488 PPC Ordinary Shares treated as treasury shares on consolidation).

9. HEADLINE EARNINGS RECONCILIATIONThe reconciliation of earnings and headline earnings per share is reflected in the table below. All of the adjustments discussed in the notes above, impact both earnings and headline earnings per share equally

Before theTransaction

R million

After theTransaction

R million

Before theTransaction

cents

After theTransaction

centsProfit for the period 931 889 178 170Adjusted for:

– (profit)/loss on disposal of property, plant and equipment and intangible assets (net of tax) (9) (9) (1) (1)

– Impairment losses on property, plant and equipment and intangible assets 12 12 2 2

– Impairment losses on property, plant and equipment and intangible assets 1 1 – –

Headline earnings 935 893 179 171

10. EVENTS AFTER REPORTING DATEThe impact of the Safika Cement Holdings transaction, approved by the Competition Commission on 12 December 2013, has not been included in the pro forma financial information. There are no other events that occurred after the reporting date that may have a material impact on the PPC Group’s reported financial position and pro forma financial position at 30 September 2013 for purposes of understanding the Transaction.

37

ANNEXURE 2

INDEPENDENT REPORTING ACCOUNTANTS’ REPORT ON THE PRO FORMA FINANCIAL INFORMATION

“The DirectorsPPC LtdPPC Building Barlow Park148 Katherine Street Corner Grayston and Katherine StreetsSandton2196

Dear Sirs

INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA FINANCIAL INFORMATION INCLUDED IN A CIRCULAR

We have completed our assurance engagement to report on the compilation of pro forma fi nancial information of PPC Ltd (“PPC”) by the directors. The pro forma fi nancial information, as set out in paragraph 10 and Annexure 1 of the circular to be dated on or about 17 February 2014, consists of the statement of fi nancial position at 30 September 2013, income statement for the year then ended and related notes. The pro forma fi nancial information has been compiled on the basis of the applicable criteria specifi ed in the JSE Limited (“JSE”) Listings Requirements.

The pro forma fi nancial information has been compiled by the directors to illustrate the impact of the corporate action or event, being the proposed BEE transaction as described in paragraph 1 of the circular, on the results and fi nancial position of PPC, assuming the transactions were implemented on 1  October  2012 and 30 September 2013, respectively. As part of this process, information about the company’s fi nancial position and fi nancial performance has been extracted by the directors from the company’s audited fi nancial statements for the year ended 30 September 2013, on which an unmodifi ed auditor’s report was issued on 18 November 2013.

Directors’ responsibility for the Pro Forma Financial Information

The directors are responsible for compiling the pro forma fi nancial information on the basis of the applicable criteria specifi ed in the JSE Listings Requirements and described in paragraph 10 and Annexure 1 of the circular.

Reporting accountants’ responsibility

Our responsibility is to express an opinion about whether the pro forma fi nancial information has been compiled, in all material respects, by the directors on the basis specifi ed in the JSE Listings Requirements based on our procedures performed. We conducted our engagement in accordance with the International Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus. This standard requires that we comply with ethical requirements and plan and perform our procedures to obtain reasonable assurance about whether the pro  forma fi nancial information has been compiled, in all material respects, on the basis specifi ed in the JSE Listings Requirements.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical fi nancial information used in compiling the pro forma fi nancial information, nor have we, in the course of this engagement, performed an audit or review of the fi nancial information used in compiling the pro forma fi nancial information.

As the purpose of pro forma fi nancial information included in a circular is solely to illustrate the impact of a signifi cant corporate action or event on unadjusted fi nancial information of the entity as if the corporate action or event had occurred or had been undertaken at an earlier date selected for purposes of the illustration, we do not provide any assurance that the actual outcome of the event or transaction at 30 September 2013 would have been as presented.

38

A reasonable assurance engagement to report on whether the pro forma fi nancial information has been compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used in the compilation of the pro forma fi nancial information provides a reasonable basis for presenting the signifi cant effects directly attributable to the corporate action or event, and to obtain suffi cient appropriate evidence about whether:

• the related pro forma adjustments give appropriate effect to those criteria; and

• the pro forma financial information reflects the proper application of those adjustments to the unadjusted financial information.

Our procedures selected depend on our judgment, having regard to our understanding of the nature of the company, the corporate action or event in respect of which the pro forma fi nancial information has been compiled, and other relevant engagement circumstances.

Our engagement also involves evaluating the overall presentation of the pro forma fi nancial information.

We believe that the evidence we have obtained is suffi cient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the pro forma fi nancial information has been compiled, in all material respects, on the basis of the applicable criteria specifi ed by the JSE Listings Requirements and described in paragraph 10 and Annexure 1 of the circular.

Consent

We consent to the inclusion of this report which will form part of the circular to shareholders of PPC LTD to be issued on or about 17 February 2014 in the form and content in which it appears.

Deloitte & Touche Registered AuditorsPer: B NyembePartner

11 February 2014

Deloitte and ToucheDeloitte PlaceBuilding 1The Woodlands20 Woodlands DriveWoodmead2052

39

ANNEXURE 3

INDEPENDENT FAIRNESS OPINION REPORT

“The Directors Our ref: 6758837325PPC LtdPPC Building Barlow Park148 Katherine Street Corner Grayston and Katherine StreetsSandton2196

11 February 2014

Dear Sirs

Independent expert report in respect of the unwind acquisition by PPC Ltd and issue of shares to, and repurchase of shares from, a related party, PPC Phakamani Trust

Introduction

PPC Ltd (“PPC”) is committed to the transformation of the South African economy in line with the Department of Trade and Industry (“DTI”) Codes of Good Practice and Mineral and Petroleum Resources Development Act 28 of 2002, as amended (“MPRDA”). In 2008, PPC implemented the First Black Economic Empowerment (“BEE”) Transaction and in 2012, PPC implemented the Second BEE Transaction, in order to increase the direct Black ownership in PPC.

PPC now seeks to restructure the BEE ownership of its South African operations through an unwind of the First BEE Transaction (“Unwind Acquisition”) and the implementation of a new notional vendor facilitation mechanism (“NVF Mechanism”), which includes the issuance of shares to an employee share trust established for the benefi t of current or future permanent employees of South African PPC group companies who are nominated by applying the allocation criteria, specifi cally excluding non-executive directors, employees on fi xed term contracts, independent contractors, and individuals engaged by temporary employment services/labour brokers (“PPC Phakamani Trust”). The Unwind Acquisition will be funded by capital raised from the issuance of preference shares (“Initial Issue”). Collectively, the issue to the PPC Phakamani Trust, the Initial Issue and the Unwind Acquisition are referred to as the “BEE Transaction”.

The rationale for the proposed restructuring is to replace the onerous funding, in respect of the First BEE Transaction, with a more effi cient funding structure that will improve the fi nancial position of the holders of the Unwind Shares and enhance PPC’s fi nancial position. The proposed restructuring will also incentivise PPC staff and management and extend the First BEE transaction’s original 2016 maturity to 2019, to secure, through the PPC Phakamani Trust, the empowerment shareholding of 5.63% for an additional three years. The BEE Transaction will maintain PPC’s black shareholding in line with the Department of Mineral Resources (“DMR”) 2014 equity ownership requirements.

Benefi ciaries of the PPC Phakamani Trust are related parties to PPC and the issuance of shares to the PPC Phakamani Trust is deemed as a related party transaction.

The BEE Transaction will be effected as follows:

• The First BEE Transaction will be partially unwound prior to implementing the NVF Mechanism.

• PPC will raise at least R1. 2 billion through the issuance of perpetual preference shares and/or alternative funding.

• PPC or a wholly owned subsidiary will acquire the PPC shares held by existing BEE partners at market value and PPC will cancel those shares acquired by it.

• The BEE partners will utilise the proceeds to redeem a portion of the existing funding for the First BEE Transaction.

• PPC will issue new shares to management and staff through the implementation of an NVF Mechanism.

Full details of the BEE Transaction are contained in the circular to PPC shareholders (“the Circular”) to be dated on or about 1 7 February 2014, which will include a copy of this letter.

40

Scope

Pursuant to the requirements of the Companies Act and the JSE, a report must be prepared in relation to the Unwind Acquisition, the Phakamani Trust Share Issue and the PPC Phakamani Trust Shares Repurchase (each as defi ned in the Circular) which, as relevant, meets the requirements of an independent expert’s report, as contemplated in section 114 of the Companies Act, and of a fairness opinion, as contemplated in paragraph 5.5(f) of the JSE Listings Requirements. Regulation 90, in terms of the Companies Act, and Schedule 5 of the JSE Listings Requirements provides further direction in terms of the role and requirements of the independent expert.

In light of the above, KPMG Services (Proprietary) Limited (“KPMG”) has been appointed by the board of directors of PPC (“the PPC Board”) as the independent professional expert to advise on whether the terms and conditions of the Unwind Acquisition, the PPC Phakamani Trust Share Issue and the PPC Phakamani Trust Shares Repurchase are fair and reasonable to the shareholders of PPC. The PPC Board has been advised accordingly.

Our work and fi ndings shall not in any way constitute recommendations regarding the completion of the proposed transactions.

Responsibility

The compliance with the JSE Listings Requirements and the Companies Act is the responsibility of the PPC Board. Our responsibility is to report on the terms and conditions of the BEE Transaction.

Definition of the terms “fair” and “reasonable”

A transaction will generally be considered fair to a company’s shareholders if the benefi ts received by the shareholders, as a result of the transaction, are equal to or greater than the value surrendered by the shareholders.

The assessment of fairness is primarily based on quantitative issues. In this case, the BEE Transaction may be considered fair if the quantifi able benefi ts to PPC shareholders resulting from the BEE Transaction are considered to be equal to, or greater than, the total cost of the BEE Transaction.

The assessment of reasonableness is generally based on qualitative considerations surrounding the BEE Transaction. Hence, even though the benefi ts received by PPC shareholders may be less than the value surrendered by PPC shareholders, the entire BEE Transaction may still be reasonable in certain circumstances after considering other signifi cant qualitative factors.

Information utilised and procedures performedKey quantitative considerations

In arriving at our opinion we have undertaken the following procedures in evaluating the fairness of the BEE Transaction:

• considered the rationale for the BEE Transaction, based on discussions with the management and directors of PPC and its advisors;

• obtained an understanding of the structure, terms and conditions of the BEE Transaction;

• considered the historical performance of PPC with reference to its audited financial statements for the financial years ended 30 September 2010 to 2013;

• held discussions with the directors and management of PPC to establish its strategy and considered such other matters as we consider necessary, including assessing the prevailing economic, legal and market conditions in the industry.

Pre-BEE Transaction valuation

• obtained an understanding of the process followed in the preparation of the financial forecasts and the reliance placed thereon by PPC directors;

• reviewed PPC’s financial forecasts for the years 2014 to 2020 and the basis of the assumptions therein as well as the reasonableness of the outlook assumed;

• based on the above, performed a desktop valuation of the pre-BEE Transaction PPC shares based on:

– the discounted cash flow methodology as the primary valuation methodology supplemented by the capitalisation of maintainable earnings approach;

– taking cognisance of risk, market and industry factors affecting PPC. The key external drivers include the growth in the South African economy, general market conditions and the demand for PPC’s products.

41

Key internal value drivers to the valuation include revenue growth assumptions and margin optimization. Adjustments which we deem to be appropriate were made to the forecasts;

– sensitivity analyses considering key assumptions in arriving at a valuation range. Key variables to the valuation included the discount rate and terminal growth rate;

– consideration of market pricing of PPC shares including liquidity, recent transactions, analyst reports and market movements.

In undertaking the procedures above, we determined a pre-BEE Transaction valuation range of R28.51 – R33.58, with a most likely value of R30.90 per listed ordinary share.

Post-BEE Transaction valuation

• determined the value of the post-BEE Transaction PPC shares by adjusting the value of the pre-BEE Transaction PPC shares with the costs and quantifiable benefits of the BEE Transaction as follows:

Costs of implementing the BEE Transaction:

• reviewed relevant agreements and held discussions with management as part of the procedures to determine the costs of implementing the BEE Transaction;

• considered the costs of implementing the BEE Transaction, including the NVF Mechanism. In this regard we reviewed:

– the terms and conditions in respect of the NVF Mechanism granted to PPC in respect of the PPC Phakamani Trust Share Issue;

– the NVF Mechanism model with respect to the dividend policy and the terms and conditions of the NVF Mechanism;

• reviewed the International Financial Reporting Standards valuation of the costs of implementing the BEE Transaction performed by Financial Modeling Agency on behalf of PPC. We assessed the reasonableness of this valuation by recalculating the value of the costs using a recognised option pricing model, the Geometric Brownian Motion method with Monte Carlo simulations;

• we also considered the BEE Transaction costs detailed in the circular.

Quantifi able BEE Transaction benefi ts:

• held discussions with management to identify and understand the impact on PPC if the BEE Transaction is not concluded;

• noted that non-compliance with DMR’s 2014 equity ownership requirements would compromise PPC’s ability to operate its mines from 2016 onwards, being the expiry date of the current BEE schemes, requiring an alternative supply solution. The BEE Transaction will extend the compliance to DMR’s regulations to 2019, saving PPC the additional costs that they would incur, between 2016 and 2019, should the BEE Transaction not take place;

• valued this additional benefit to the operating divisions of PPC i.e. cement, lime and aggregates divisions, using the discounted cash flow methodology.

It is also envisaged that creating of the PPC Phakamani Trust will result in cost savings, as a result of lower staff turnover, due to greater employee engagement and motivation. Based on discussions with management, PPC’s remuneration advisors and available industry information, we estimated the net present value arising from the resulting expected savings in recruitment costs, for the period 2016 to 2019.

In undertaking the procedures above, we determined a post BEE Transaction valuation range of R29.05 – R34.12, with a most likely value of R31.44.

Fairness assessment conclusion

Based on the procedures above, we assessed the fairness of the BEE Transaction comparing the pre-BEE Transaction value per PPC ordinary share to the post-BEE Transaction value per ordinary share.

Key qualitative considerations

In arriving at our opinion, we have also considered the following key qualitative considerations in evaluating the reasonableness of the BEE Transaction:

• the rationale for the BEE Transaction as set out in public announcements made by PPC;

• the balance sheet restructuring resulting from the BEE Transaction, in particular the increase in the effective “equity” component of the capital structure, will enhance PPC’s capacity for investment growth and leverage.

42

Opinion

KPMG has considered the terms and conditions of the repurchases and related party transactions and, based upon and subject to the conditions set out herein, is of the opinion that the terms and conditions of the BEE Transaction are fair and reasonable to the PPC shareholders.

Our opinion is necessarily based upon the information available to us up to 10 February 2014, including in respect of the fi nancial, regulatory, securities market and other conditions and circumstances existing and disclosed to us at the date thereof. We have furthermore assumed that all conditions precedent, including any material regulatory, other approvals and consents required in connection with the BEE Transaction have been or will be timeously fulfi lled and/or obtained.

Accordingly, it should be understood that subsequent developments may affect this opinion, which we are under no obligation to update, revise or re-affi rm.

Limiting conditions

This opinion is provided to the PPC Board in connection with and for the purposes of the repurchases and related party transactions. This opinion is prepared solely for the PPC Board and therefore should not be regarded as suitable for use by any other party or give rise to third party rights. This opinion does not purport to cater for each individual shareholder’s perspective, but rather that of the general body of PPC shareholders. Should a PPC shareholder be in doubt as to what action to take, he or she should consult an independent adviser.

An individual PPC shareholder’s decision as to whether to vote in favour of any transaction may be infl uenced by his particular circumstances. The assessment as to whether or not the PPC Board decides to recommend the BEE Transaction is a decision that can only be taken by the PPC Board.

We have relied upon and assumed the accuracy of the information used by us in deriving our opinion. Where practical, we have corroborated the reasonability of the information provided to us for the purpose of our opinion, whether in writing or obtained in discussion with management of PPC, by reference to publicly available or independently obtained information. While our work has involved an analysis of, inter alia, the annual fi nancial statements, and other information provided to us, our engagement does not constitute, nor does it include, an audit conducted in accordance with generally accepted auditing standards.

Where relevant, the forecasts of PPC relate to future events and are based on assumptions that may or may not remain valid for the whole of the forecast period. Consequently, such information cannot be relied upon to the same extent as that derived from audited fi nancial statements for completed accounting periods. We express no opinion as to how closely the actual future results of PPC will correspond to those projected. Where practicable, we compared the forecast fi nancial information to past trends and third party estimates as well as discussing the assumptions inherent therein with the management of PPC. On the basis of these enquiries and such other procedures we consider appropriate to the circumstances, we believe that the forecasts have been prepared with due care and consideration.

We have also assumed that the BEE Transaction will have the legal, accounting and taxation consequences described in discussions with, and materials furnished to us by, representatives and advisors of PPC and we express no opinion on such consequences. We have assumed that all agreements that will be entered into in respect of the BEE Transaction will be legally enforceable.

Independence

In terms of Schedule 5.1 (a) of the JSE Listings Requirements and section 114 of the Companies Act, we confi rm that we have no direct or indirect interest in PPC shares or the BEE Transaction.

Furthermore, we confi rm that our professional fees, of R475 000, are not contingent upon the success of the BEE Transaction.

Consent

We consent to the inclusion of this letter and the reference to our opinion in the circular to be issued to the shareholders of PPC in the form and context in which it appears.

Yours faithfully

Neeraj ShahDirector – Corporate FinanceKPMG Services (Proprietary) LimitedKPMG Crescent85 Empire RoadParktown2193”

43

ANNEXURE 4

INFORMATION ON THE DIRECTORS OF PPC

Bheki Lindinkosi Sibiya (56)Chairman (independent non-executive director)Appointed November 2008MBA (University of Western Michigan, USA)

Bheki is chief executive of the Chamber of Mines. He has worked in a number of South African blue-chip companies including Ford Motor Company (human resources), SA Breweries (procurement, logistics and human resources), Tongaat Hulett Sugar (director: human resources) and Transnet (director: human resources). Bheki was a founding chief executive of Business Unity South Africa, the most authoritative voice of business in the country, and has served on a number of signifi cant national policy-formulating structures, such as the anti-corruption forum, president’s working group with business and Africa peer review mechanism council.

Ketan Manecklal Gordhan (52)Chief executive offi cerAppointed November 2012BA (political studies and sociology) (University of KwaZulu-Natal), MPhil (development studies) (University of Sussex, UK)

Most recently, Ketso was with the presidency for the government of South Africa, after almost 10 years as head of private equity at FirstRand Financial Services Group, where he gained valuable experience of the manufacturing environment. Other successful roles in the public sector include the turnaround of the City of Johannesburg’s fi nancial performance as city manager (1999 to 2000) and in-depth knowledge of the transport sector gained as director-general of that national department (1994 to 1999). Ketso was a visiting fellow in fi nance at the University of Pennsylvania, Wharton, USA.

Mmakeaya Magoro Tryphosa Ramano (42)Chief fi nancial offi cerAppointed August 2011CA(SA)

Tryphosa was CEO of WIP International (a subsidiary of WIPHOLD focused on African expansion). She also served as CFO of SAA, and prior to that, she was requested to join National Treasury, where she set up a business unit with fi nancial oversight of state-owned entities. As chief director of this unit, she was instrumental in listing Telkom on the Johannesburg and New York stock exchanges. Her diverse professional development includes fi nancial and strategic planning, corporate governance reform, industry analysis and corporate restructuring. She currently serves on the boards of Airports Company of SA and Land Bank of SA as a non-executive director.

Zibusiso Janice Kganyago (47)Independent non-executive directorAppointed October 2007BCom (University of Natal), postgraduate diploma in property planning, development and management, management development programmes (Wharton School of Business and University of Nevada, Reno)

Zibusiso is executive director of development for Tsogo Sun Gaming. With 19 years’ property experience, she has served as non-executive director of the Johannesburg Property Company and member of the Land Affairs Board.

Nomalizo Beryl Langa-Royds (51)Independent non-executive directorAppointed October 2007BA (Law), LLB degree (National University of Lesotho)

Ntombi owns Nthake Consulting, a human resources consultancy specialising in human resources management and allied services. She has over 26 years’ experience in the human resources environment, gained as director of human resources at Independent Newspapers Holdings Limited, SABC and the Bevcan division of Nampak Limited. Ntombi is a non-executive director of African Bank Limited (ABIL) Mpact Limited, and Murray and Roberts Holdings.

44

Mangalani Peter Malungani (55)Non-executive directorAppointed February 2009BCom (Unisa), management programmes (Wits Business School, Wharton University (USA))

Peter is executive chairman and founder of the Peu Group. After an early accounting career with Philips (SA), he started his own business management consultancy in 1984 and investment group Peu in 1996. He is chairman of Phumelela Gaming and Leisure, a director of Investec Limited, Investec plc and certain Peu subsidiaries. Peter has also held advisory positions in government and directorships in state-owned enterprises.

Sydney Knox Mhlarhi (40)Non-executive directorAppointed March 2012 CA(SA)

Sydney serves on the board as a representative of the PPC consortium of strategic black partners. He is a founder and director of Tamela Holdings (Pty) Limited and has over 15 years’ experience in investment banking. Sydney completed his articles at Ernst & Young in 1997 and is a member of the South African Institute of Chartered Accountants’ education and examinations committee. He was a member of the Securities Regulation Panel from 2004 to 2006.

Bridgette Modise (46)Independent non-executive directorAppointed December 2010BCompt (Hons), CTA, CA(SA), CIMA, management development programmes

Bridgette was director at KPMG for 10 years until 2008. She is currently the CEO of the retail business Sugarberry Trading and chairperson of Kutira Capital, an investment holding company. She is a non-executive director in, among others, Sun International, Nestlife Assurance Limited, Tellabs South Africa (Pty) Limited and Kanhym Estates (Pty) Limited. She is a member of various board committees (audit, risk, social and ethics and remuneration).

Todd Moyo (56)Independent non-executive directorAppointed November 2013BAcc (Hons) (University of Zimbabwe), CA(Z), CA(SA), RPA(Z), MCSZ

Todd is chairman of PPC Zimbabwe Limited. He is a member of both the Institute of Chartered Accountants in Zimbabwe and the South African Institute of Chartered Accountants. His experience in other disciplines includes sales, marketing and information technology and he has attended a number of executive development programmes. Todd is chairman and CEO of healthcare company Datlabs (Private) Limited and chairman of National Foods Holdings Limited, both based in Zimbabwe. He is also a director of other listed and unlisted companies. In his personal capacity, he is a board member and trustee of institutions in the education and health sectors and has supported several universities’ fund-raising activities, and served on the local authority of Bulawayo’s valuation board and development committees.

Timothy Dacre Aird Ross (69)Independent non-executive directorAppointed July 2008 CA(SA)

Tim was a partner with Deloitte & Touche for 36 years, retiring in 2008. He led the Johannesburg audit practice and served on the executive as client service director as well as the board and remuneration committees. Tim was the lead/advisory partner for a number of multinational clients and headed the Deloitte & Touche World Cup 2010 initiative. He is a director of Liberty Group, Eqstra Holdings, Adcorp and Mpact, chairing the audit and actuarial committee of Liberty and the audit committees of Eqstra, Adcorp and Mpact. He is also a member of the risk committees of Liberty, Eqstra and Mpact and the directors affairs committee at Liberty.

Joe Shibambo (65)Independent non-executive directorAppointed May 2005Diplomas in business economics, business administration and engineering

Joe is managing director of Hlamalane Projects (Pty) Limited and has been in the construction industry for 32 years. He has extensive knowledge and experience of construction management, project management, property development, rail construction and maintenance. Through his organisation, he also assists the youth to acquire basic skills and management principles for the construction industry. He was one of the fi rst property developers and the fi rst contractor to develop and build a shopping centre in Soweto. Joe is a member of the Construction Industry Development Board and the South African Institute of Black Property Professionals.

45

BRIEF RESUME FOR EACH OF THE PPC EXECUTIVE COMMITTEE MEMBERS

Ketan Manecklal G ordhan (52)Chief executive offi cerSee above

Mmakeaya Magoro Tryphosa Ramano (42)Chief fi nancial offi cerSee above

Pieter Lasenius Booysen (51)Executive, technicalBEng (Mining) (University of Pretoria)

Piet has served as group mining manager, general manager and mining manager since joining PPC in 1996. He started his career as a mining engineer with Anglo Coal, progressing to underground manager.

Happy-Girl Nonhlanhla Buthelezi (40)Executive head: business development (international) (joint)BCom (University of Natal), MBA (UCT Graduate School of Business), diploma in tax (ICIE), postgraduate in management accounting (University of Natal)

Happy-Girl was appointed joint head of international business development at PPC in October 2013. Prior to that she was with the MTN group as country manager of MTN Ethiopia, where she led the operational set-up and secured the operating licences. Before joining MTN, she ran her own engineering services business in Nigeria, with MTN as the key customer. She has over 13 years’ experience in conducting business in other African countries with Vodacom, Telkom SA, MTN and PwC, spanning mergers and acquisitions, licences/greenfi eld operations, privatisations, public-private partnerships, and project fi nance in ICT and other infrastructure industries.

Johannes Theodorus Claassen (54)Managing director PPC Cement RSA (joint)BEng (University of Stellenbosch), EDP (Wits Business School)

Johan is a professional engineer who joined PPC in 1989 and has served as executive: cement operations, executive: lime and other senior and general management roles across the cement and lime divisions. He was previously employed by the Department of Water Affairs, progressing to regional engineer.

Azola Cubekile Lowan (33)Executive: strategy and investor relationsMBusSci (UCT), CFA

Azola has experience in investment management as well as economics, having headed economic strategy and research units at various asset management and actuarial consulting fi rms. Her most recent position was in the fi nancial analytics team at Absa.

Klaas Paulus Pieter Meijer (53)Managing director, internationalBEng (Mech Eng), BB&A (Hons), MBA (University of Stellenbosch)

Pepe previously held the positions of executive group services, executive cement operations and various other senior and general management roles across the cement and lime divisions since joining PPC in 1988. Prior to that, he worked in the gold mining industry, with the last appointment being as section engineer, and in the fi shing/processing/frozen-food industry as group projects manager.

Jacobus Hendrik De La Rey Snyman (46)Executive, secretarial and legal, PPC company secretaryBA, LLB, LLM (University of Johannesburg), MBA (University of the North West)

Jaco is an attorney of the High Court of South Africa. He started his career as an attorney but, after a short stint as lecturer at a university, was appointed as group legal adviser by Absa. He was responsible for corporate governance in the Absa group prior to joining PPC.

46

Jacobus Johannes Taljaard (55)Executive head: business development (international) (joint)BEng (Mech) (University of Stellenbosch), GDE (Minerals Economy) (University of the Witwatersrand), MDP (Unisa School of Business Leadership)

Koos is a professional engineer who worked in the mining industry for 23 years, holding various operational and senior project positions in Anglo American. He moved to PPC in 2005 as executive: projects and is currently responsible for PPC’s expansion programmes.

Richard Samuel Tomes (44)Managing director PPC Cement RSA (joint)HND (Civil Eng), MBA (University of Stellenbosch)

Richard is a concrete technologist and acknowledged specialist in the industry. He started his career with Concor Construction as a bursary student, gaining construction and concrete experience on projects such as the Katse Dam, Ben Schoeman Highway and the New Road interchange. He joined PPC as a technical consultant in 1998 and has held numerous positions, including as technical manager of PPC’s ready-mix concrete and aggregate businesses. He joined the sales and marketing team in 2003, becoming the executive of that function before assuming his current role.

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ANNEXURE 5

PRICE HISTORY OF ORDINARY SHARES ON THE JSE

Date Volume Value Close High Low

Quarterly 31-Mar-11 90 026 776 2 582 838 043 2 400 3 510 2 364

30-Jun-11 73 078 771 1 893 831 985 2 680 2 751 2 38530-Sep-11 70 095 719 1 719 890 023 2 325 2 808 2 24931-Dec-11 74 956 397 1 889 593 991 2 739 2 788 2 25831-Mar-12 78 724 931 2 363 651 974 3 280 3 359 2 66030-Jun-12 81 411 321 2 400 245 412 2 675 3 343 2 63030-Sep-12 69 741 218 1 870 248 503 2 900 3 046 2 41031-Dec-12 77 525 781 2 324 010 761 3 420 3 650 2 733

Monthly31-Jan-13 24 276 312 803 507 801 3 275 3 550 3 18228-Feb-13 20 473 275 676 185 852 3 451 3 461 3 17328-Mar-13 21 512 159 732 921 867 3 205 3 680 3 19530-Apr-13 31 972 742 1 080 872 547 3 281 3 549 3 20531-May-13 31 470 624 1 026 815 145 3 235 3 531 3 07528-Jun-13 25 584 551 754 838 729 2 979 3 190 2 43531-Jul-13 18 296 722 531 130 513 2 900 3 070 2 81030-Aug-13 17 550 606 523 328 687 2 963 3 219 2 85030-Sep-13 33 349 479 1 001 327 980 3 020 3 126 2 88831-Oct-13 16 682 079 520 930 017 3 175 3 191 3 01329-Nov-13 19 357 710 611 622 070 3 130 3 303 3 05031-Dec-13 16 914 237 522 240 094 3 140 3 150 2 984

Daily02-Dec-13 477 020 14 909 958 3 125 3 143 3 12103-Dec-13 1 556 909 48 138 761 3 095 3 150 3 07704-Dec-13 1 168 816 36 091 486 3 104 3 137 3 06005-Dec-13 1 460 504 45 178 009 3 044 3 144 3 04406-Dec-13 941 003 28 566 437 3 023 3 105 2 98409-Dec-13 452 942 14 104 321 3 130 3 141 3 02610-Dec-13 1 073 634 33 627 485 3 149 3 150 3 10611-Dec-13 329 763 10 325 648 3 134 3 150 3 10012-Dec-13 1 581 351 49 510 654 3 149 3 150 3 10013-Dec-13 807 807 25 142 417 3 101 3 150 3 09117-Dec-13 924 828 28 580 252 3 090 3 140 3 05018-Dec-13 691 415 21 272 760 3 070 3 100 3 05019-Dec-13 1 351 487 41 116 860 3 060 3 138 2 99820-Dec-13 1 196 707 36 570 544 3 081 3 081 3 00023-Dec-13 496 290 15 220 477 3 073 3 098 2 99424-Dec-13 241 556 7 375 550 3 085 3 100 3 04227-Dec-13 1 224 185 37 323 996 3 038 3 104 3 00530-Dec-13 296 587 9 120 914 3 099 3 099 3 02131-Dec-13 641 433 20 063 565 3 140 3 150 3 03502-Jan-14 599 756 18 806 238 3 143 3 154 3 05803-Jan-14 957 903 30 108 511 3 150 3 150 3 10106-Jan-14 1 154 508 34 040 341 2 938 3 062 2 91507-Jan-14 523 645 15 461 719 2 941 2 983 2 94008-Jan-14 910 273 26 788 811 2 940 2 983 2 930

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Date Volume Value Close High Low

Daily 09-Jan-14 148 148 4 379 233 2 961 2 983 2 94010-Jan-14 523 564 15 446 670 2 940 2 980 2 94013-Jan-14 482 058 14 263 395 2 940 3 010 2 94014-Jan-14 1 006 541 29 850 939 2 945 3 019 2 94515-Jan-14 923 117 28 064 289 3 077 3 077 2 94816-Jan-14 673 750 20 645 491 3 060 3 096 3 01217-Jan-14 589 991 17 752 338 2 960 3 065 2 95120-Jan-14 591 208 17 677 093 2 995 3 049 2 96121-Jan-14 1 147 073 34 021 474 2 961 3 000 2 94922-Jan-14 545 786 16 412 164 3 040 3 044 2 94023-Jan-14 404 426 12 193 483 3 024 3 040 2 99924-Jan-14 1 137 277 34 237 973 3 033 3 039 2 99127-Jan-14 1 644 303 48 281 277 2 951 2 976 2 85228-Jan-14 835 065 24 747 515 2 942 3 000 2 93029-Jan-14 1 041 454 30 496 309 2 930 2 951 2 89030-Jan-14 1 541 421 45 404 995 2 945 2 988 2 89031-Jan-14 2 383 598 71 398 752 2 981 3 033 2 95003-Feb-14 740 024 21 987 553 2 940 3 008 2 91304-Feb-14 888 788 25 687 494 2 913 2 916 2 85105-Feb-14 1 013 934 29 583 618 2 915 2 942 2 86306-Feb-14 1 986 729 58 535 896 3 015 3 015 2 87907-Feb-14 1 026 464 30 183 187 2 931 3 030 2 910

Source: McGregor BFA

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ANNEXURE 6

INDICATIVE TERMS OF THE PREFERENCE SHARES

Without derogating from the power of the Board to determine the preferences, rights, limitations and other terms associated with the Preference Shares if the relevant Resolutions are passed, indicative and non-binding terms of the Preference Shares are as follows:

1. PREFERENCE SHARES

The Board proposes to insert the terms of the Preference Shares as a new clause 1 to the Memorandum of Incorporation as follows:

1.1 Definitions

1.1.1 In this clause 1, unless inconsistent with the context:

1.1.1.1 Accumulated Preference Dividends bears the meaning specified in clause 1.3.3.1;

1.1.1.2 Adjustment Event means a Tax Change Event and a Rate Event, or either of them, as may be appropriate in the context;

1.1.1.3 Adjustment Notice bears the meaning specified in clause 1.4.4;

1.1.1.4 Applicable Rate means the Dividend Rate or the Default Dividend Rate (as the case may be);

1.1.1.5 Beneficial Owner means, in relation to a Preference Share, the beneficial owner of that Preference Share, as reflected in the records of the applicable Participant;

1.1.1.6 Board means the board of directors of the Company;

1.1.1.7 Business Day means any day other than a Saturday, Sunday or statutory public holiday in the Republic of South Africa;

1.1.1.8 Calculation Dates means 31 March and 30 September of each year and Calculation Date shall mean any one of them as the context may require;

1.1.1.9 Companies Act means the Companies Act, 2008;

1.1.1.10 Deemed Subscription Price means, in respect of each Preference Share, an amount of R100,00 (One Hundred Rand), notwithstanding the actual Subscription Price of such Preference Share;

1.1.1.11 Default Dividend Rate means a rate equal to the Dividend Rate plus 2% (two percent);

1.1.1.12 Distribution means any payment by way of interest, principal, dividend, fee, royalty or other distribution of whatsoever nature and howsoever described (including share buy backs, a distribution or payment upon or in connection with a reduction of capital or a return of contributed tax capital, an issue of shares or other securities credited as fully or partly paid up by way of a capitalisation of profits or reserves and the payment (or repayment) of any amount on loan account) by or on behalf of a company to or for the account of any member or shareholder of that company, in each case whether paid or payable and whether paid or payable in cash or in specie, and, for the avoidance of doubt includes, any “distribution” as defined in the Companies Act;

1.1.1.13 Dividend Payment Date means each Scheduled Dividend Date, each Penalty Dividend Date and each Final Dividend Date;

1.1.1.14 Dividend Rate means, subject to adjustment in accordance with clause 1.4 (Adjustment Events), a rate equal to (details to be determined) of the Prime Rate;

1.1.1.15 Dividends Tax means the dividends tax imposed under Part VIII of Chapter II of the SA Tax Act;

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1.1.1.16 Dividends Tax Rate means the rate at which the Dividends Tax is levied under the SA Tax Act from time to time;

1.1.1.17 Final Dividend Date means, in relation to any Preference Share, the Redemption Date of such Preference Share;

1.1.1.18 Financial Markets Act means the Financial Markets Act, 2012;

1.1.1.19 First Issue Date means the date on which the first Preference Share is issued;

1.1.1.20 First Tranche means those Preference Shares that are issued on the First Issue Date;

1.1.1.21 GAAP means generally accepted accounting principles that are applied in the Republic of South Africa;

1.1.1.22 Holder means, in relation to a Preference Share, its registered holder as reflected in the Company’s share register;

1.1.1.23 IFRS means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements

1.1.1.24 Issue Date means, in relation to each Preference Share, the date on which the Company issues that Preference Share to its first Holder;

1.1.1.25 JSE means the securities exchange known as the JSE, which has been licensed as an exchange under the Financial Markets Act;

1.1.1.26 Market Price means, in relation to each Preference Share and on any day, the VWAP of such Preference Share on that day after deducting the aggregate of:

1.1.1.26.1 any Accumulated Preference Dividends in respect of that Preference Share on the first day of the Scheduled Dividend Period during which the Market Price is determined; and

1.1.1.26.2 the Scheduled Preference Dividend in respect of that Preference Share for the period which commences on the first day of the Scheduled Dividend Period during which the Market Price is determined and which ends on the date on which the Market Price is determined (calculated as if the aforesaid period were a Scheduled Dividend Period);

1.1.1.27 Ordinary Share means an ordinary no par value share in the Company’s issued share capital;

1.1.1.28 Outstanding Preference Share means a Preference Share which has been issued by the Company and which has neither been redeemed nor repurchased by the Company or acquired by any of its Subsidiaries;

1.1.1.29 Participant means a participant as defined in section 1 of the South African Financial Markets Act;

1.1.1.30 Penalty Dividend Date means each date determined in accordance with clause 1.3.2.2 (Penalty Preference Dividend), on which the Company resolves to pay such Penalty Preference Dividend;

1.1.1.31 Penalty Preference Dividend means the additional preference dividend to which each Holder is entitled in accordance with the provisions of clause 1.3.2 (Penalty Preference Dividend), and Penalty Preference Dividends means, as the context requires, all of them;

1.1.1.32 Preference Dividends means, in respect of each Preference Share, the applicable Scheduled Preference Dividends and Penalty Preference Dividend;

1.1.1.33 Preference Shares means the 20 000 000 (twenty million ) cumulative, non-participating, perpetual preference shares of the Company of a single class which confers, on its Holder, the rights, obligations and privileges set out in the Preference Share Terms;

1.1.1.34 Preference Share Terms means the preferences, rights, limitations and other terms associated with the Preference Shares, being those preferences, rights,

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limitations and other terms set out in this clause [1] (Preferences, Rights, Limitations and Other Terms Associated With Cumulative, Non-Participating Perpetual Preference Shares);

1.1.1.35 Prime Rate means the publicly quoted basic rate of interest levied by The Standard Bank of South Africa Limited (Standard Bank) from time to time on overdraft, calculated on a 365 (three hundred and sixty five) day year, irrespective of whether the applicable year is a leap year, and proved, prima facie, in the event of a dispute and in the absence of manifest error, by a certificate under the hand of any director or manager of Standard Bank, whose appointment and authority need not be proved;

1.1.1.36 Rate Event means any change to the Dividends Tax Rate from 15% (fifteen per cent) (being the rate at which Dividends Tax is levied as at the date on which clause 1 was incorporated into the Company’s Memorandum of Incorporation);

1.1.1.37 Rating Agency means any major international rating agency appointed by the Company;

1.1.1.38 Redemption Amount means, in respect of a Preference Share and without double counting, the aggregate of:

1.1.1.38.1 the higher of (i) the Deemed Subscription Price of that Preference Share and (ii) the Market Price of that Preference Share on the date 5 (five) Business Days prior to the publication of the Redemption Announcement in terms of clause 1.5.3.1; plus

1.1.1.38.2 an amount equal to 2.5% (two point five per cent) of the Deemed Subscription Price of that Preference Share; plus

1.1.1.38.3 the Scheduled Preference Dividend that has arisen for the Scheduled Dividend Period which ends on the Redemption Date of that Preference Share; plus

1.1.1.38.4 any Accumulated Preference Dividends in respect of that Preference Share on its Redemption Date;

1.1.1.39 Redemption Date means, in relation to each Preference Share, the date (if any) on which the Company redeems that Preference Share in accordance with the Redemption Provisions;

1.1.1.40 Redemption Provisions means clause 1.5;

1.1.1.41 Regulatory Event means, at any time after the First Issue Date, any change in:

1.1.1.41.1 the JSE Listing Requirements;

1.1.1.41.2 the exchange control regulations of the Republic of South Africa;

1.1.1.41.3 or any introduction of South African fiscal legislation;

1.1.1.41.4 the Companies Act and any other South African legislation which deals with companies generally;

1.1.1.41.5 the accounting treatment by the Company of the Preference Shares in terms of GAAP or IFRS; or

1.1.1.41.6 the equity classification of the Preference Shares from the Company’s perspective by any of the Rating Agencies;

1.1.1.42 Resident Beneficial Owner means any Beneficial Owner of a Preference Share if that Beneficial Owner is a resident (of South Africa) as defined in the Income Tax Act;

1.1.1.43 SA Corporate means a Resident Beneficial Owner of a Preference Share which is a company (as defined in the SA Tax Act), other than a small business corporation, a personal service provider, a gold mining company, a long term insurance company or a Tax holiday company;

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1.1.1.44 SA Tax means any Tax imposed by any tier of the government of the Republic of South Africa;

1.1.1.45 SA Tax Act means the South African Income Tax Act, 1962;

1.1.1.46 Scheduled Dividend Date means, in relation to each Scheduled Preference Dividend that arises in respect of a Scheduled Dividend Period, any date during the period commencing on (and including) the last day of that Scheduled Dividend Period and ending on (and including) the earlier of:

1.1.1.46.1 the date on which the Company makes a Distribution in respect of its Ordinary Shares (if applicable); and

1.1.1.46.2 120 (one hundred and twenty) days after the last day of that Scheduled Dividend Period,

on which the Company resolves to pay such Scheduled Preference Dividend;

1.1.1.47 Scheduled Dividend Period means each period which commences on (and includes) the day after a Calculation Date and which ends on (and includes) the next Calculation Date provided that:

1.1.1.47.1 the first Dividend Period in respect of:

1.1.1.47.1.1 the First Tranche of Preference Shares shall commence on (and include) the day after the Issue Date of such Preference Shares, and end on (and include) the first Calculation Date which occurs after that Issue Date; and

1.1.1.47.1.2 any Subsequent Tranche of Preference Shares, shall commence on (and include) the day after the Issue Date of such Subsequent Tranche of Preference Shares, provided that if the Issue Date of any Subsequent Tranche of Preference Shares occurs on a date other than a Calculation Date, the first Dividend Period in respect of such Subsequent Tranche of Preference Shares shall commence on (and include) the day after the Calculation Date immediately preceding the Issue Date of such Subsequent Tranche of Preference Shares, and end on (and include) the Calculation Date immediately succeeding such Issue Date; and

1.1.1.47.1.3 the last Dividend Period in respect of any particular Preference Share shall be the period which, (i) commences on (and includes) the day after the last Calculation Date which occurs prior to the Redemption Date on which the Company redeems that Preference Share, and (ii) ends on (and includes) that Redemption Date;

1.1.1.48 Scheduled Preference Dividend has the meaning specified in clause 1.3.1.1;

1.1.1.49 SENS means the Securities Exchange News Service of the JSE;

1.1.1.50 Subscription Price means, in relation to each Preference Share, the price obtained by the Company for the allotment and issue of that Preference Share to its first Holder, as determined by the Board having regard to prevailing circumstances at the date of issue including market conditions and time value of money in relation to the date within the relevant Dividend Period;

1.1.1.51 Subsequent Tranche means those Preference Shares issued subsequent to the First Tranche;

1.1.1.52 Subsidiary means any subsidiary of the Company as defined in the Companies Act;

1.1.1.53 Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature, levied in accordance with any law; and

1.1.1.54 Tax Change Event means that, as a result of any amendment in the SA Tax Act (including, without limitation, the replacement of the SA Tax Act with different

53

legislation), which occurs after the Tax Reference Date, the Preference Dividends become subject to any SA Tax, other than Dividends Tax or any other withholding Tax imposed under any law of the Republic of South Africa, in the hands of Resident Beneficial Owners who are SA Corporates;

1.1.1.55 Tax Reference Date means (details to be determined);

1.1.1.56 Trading Day means any day that is a trading day on the JSE and does not include a day on which trading on the JSE is scheduled to close or does close or is suspended prior to its regular weekday closing time;

1.1.1.57 VWAP means, in respect of the Preference Shares on any Trading Day, the order book volume-weighted average traded price at which the Preference Shares traded on the JSE for the 60 (sixty) most recent Trading Days (excluding off-market trades even if settled on the JSE and block trades designated as such in terms of the Rules of the JSE) published by or derived from the applicable Bloomberg page for that share or such other source as shall be determined to be appropriate by the Company on such Trading Day, provided that if on any Trading Day such price is not available or cannot otherwise be determined as provided above, VWAP of the Preference Shares in respect of such Trading Day shall be the VWAP determined as provided above, on the immediately preceding Trading Day on which same can be so determined.

1.2 Ranking and Entitlement

1.2.1 The Preference Shares rank equally among themselves and in priority to the rights of all Ordinary Shares with respect to:

1.2.1.1 the payment of dividends by the Company; and

1.2.1.2 the distribution of the assets of the Company in the event of the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or any other distribution of the assets of the Company whether for the purpose of winding up its affairs or otherwise.

1.2.2 The Preference Shares do not confer on the Holders the right to participate in the profits or assets of the Company except as set out in the Preference Share Terms.

1.2.3 The Company shall be entitled to issue the Preference Shares at a Subscription Price other than the Deemed Subscription Price, provided that for purposes of calculating the Scheduled Preference Dividends, the Preference Shares shall, in all circumstances, be deemed to have been issued at the Deemed Subscription Price.

1.3 Dividend Rights of the Preference Shares

The Holders will be entitled to receive the cumulative preferential cash dividends to be determined and paid in accordance with the provisions of clause 1.3.1 to 1.3.4.

1.3.1 Scheduled Preference Dividends

1.3.1.1 Each Preference Share shall have associated with it the right of the Holder to receive, during the period from (and including) the day after the Issue Date to (and including) the Redemption Date, a cumulative preferential cash dividend (each, a Scheduled Preference Dividend) in respect of such Preference Share for each Scheduled Dividend Period in accordance with the following formula:

a = [(b + c) x d x e ] ÷ 365

in which formula:

a = the Scheduled Preference Dividend payable on each Preference Share to be calculated, expressed in Rand;

b = the Deemed Subscription Price of that Preference Share (notwithstanding the actual Subscription Price);

c = the aggregate amount of the Scheduled Preference Dividend that has arisen in respect of that Preference Share in accordance with this clause 1.3.1.1

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during all preceding Scheduled Dividend Periods and which has not been paid in accordance with clause 1.3.1.2;

d = the number of days in that Scheduled Dividend Period;

e = the Dividend Rate.

1.3.1.2 Subject to the passing of a resolution by the Board authorising the payment of the relevant Scheduled Preference Dividend in terms of section 46(1)(a)(ii) of the Companies Act, on each Scheduled Dividend Date and the Final Dividend Date, the Company shall pay, in respect of each Preference Share, the Scheduled Preference Dividend that has arisen in accordance with clause 1.3.1.1 and which has not otherwise been paid.

1.3.2 Penalty Preference Dividend

1.3.2.1 Each Holder shall have the right to receive in respect of each Preference Share held by it, and each Preference Share shall confer upon the relevant Holder the right to receive an additional cumulative preferential cash dividend calculated at the Default Dividend Rate on each Scheduled Preference Dividend that is not paid on a Scheduled Dividend Date (Unpaid Scheduled Dividend) with effect from (and including) the day after the Scheduled Dividend Date on which such Scheduled Preference Dividend was not paid to (and including) the earlier of the date of payment of such Unpaid Scheduled Dividend or the date on which that Preference Share is redeemed in full (each, a Penalty Preference Dividend).

1.3.2.2 Subject to the passing of a resolution by the Board authorising the payment of the relevant Penalty Preference Dividend in terms of section 46(1)(a)(ii) of the Companies Act, the Company shall pay, in respect of each Preference Share in relation to which the Penalty Preference Dividend has arisen in accordance with clause 1.3.2.1, the Penalty Preference Dividend to the Holder of such Preference Share on the earlier of:

1.3.2.2.1 the date on which the Unpaid Scheduled Dividend is paid; and

1.3.2.2.2 the date on which the Preference Share in respect of which that Penalty Preference Dividend is calculated, is redeemed.

1.3.3 Accumulated Preference Dividends

1.3.3.1 The Preference Dividends are cumulative and, to the extent that all or any part of a Preference Dividend has arisen or has become payable in accordance with these Preference Share Terms, the Company shall be liable to pay, and the Holders shall be entitled to be paid, by no later than the Redemption Date, all Preference Dividends that have arisen or become payable in relation to the Preference Shares in accordance with these Preference Share Terms and which have not been paid on the applicable Dividend Payment Dates (Accumulated Preference Dividends).

1.3.3.2 Failure to satisfy the requirements of section 46 of the Companies Act at any time when any Preference Dividend is due to be paid under the Preference Share Terms shall not relieve the Company of its obligation to pay such Preference Dividend at any time when it is lawfully able to do so.

1.3.4 Payment

1.3.4.1 Each Preference Dividend is due and payable and shall be paid in cash on its Dividend Payment Date.

1.3.4.2 The Company and the Board shall each comply with the requirements of section 46 of the Companies Act in respect of the payment of each Preference Dividend.

1.3.5 Distribution in respect of Ordinary Shares

The Company shall not make any Distributions in respect of its Ordinary Shares except if it has paid, in full, the Accumulated Preference Dividends (if any) up to the last day of the last Scheduled Dividend Period which occurs prior to the date on which the Company makes that Distribution.

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1.4 Adjustment Events

1.4.1 Rate Event

If a Rate Event occurs, the Applicable Rate shall be adjusted with effect from (and including) the day after the date on which the Rate Event occurs to such a percentage of the Prime Rate as is determined in accordance with the following formula:

a = b x (1 – d) ÷ (1 – c)

in which formula:

a = the Applicable Rate, expressed as a percentage of the Prime Rate, after its adjustment in accordance with this clause 1.4.3;

b = the Applicable Rate, expressed as a percentage of the Prime Rate, prior to its adjustment in accordance with this clause 1.4.3;

c = the Dividends Tax Rate after the occurrence of the applicable Rate Event; and

d = the Dividends Tax Rate prior to the occurrence of the applicable Rate Event.

provided that, the Dividend Rate shall not be decreased to a rate less that the Dividend Rate applicable as at the First Issue Date.

1.4.2 Tax Change Event

1.4.2.1 If a Tax Change Event occurs, the Applicable Rate shall be increased with effect from and (including) the day after the date on which such Tax Change Event occurs, to such a percentage of the Prime Rate as is calculated in accordance with the following formula:

a = b ÷ (1 – c)

in which formula:

a = the adjusted Applicable Rate;

b = the Applicable Rate, expressed as a percentage of the Prime Rate, prior to its adjustment in accordance with this clause 1.4.2.1; and

c = the rate at which the applicable Scheduled Preference Dividends will become subject to Tax in the hands of Resident Benefi cial Owners which are SA Corporates,

provided that if a Tax Change Event occurs and the Company increases the Applicable Rate in accordance with this Clause 1.4.2.1, the Company shall not be required to increase the Applicable Rate again if any further Tax Change Events occur thereafter.

1.4.2.2 Notwithstanding anything to the contrary contained herein, if a Tax Change Event occurs, for purposes of calculating the adjustment to the Applicable Rate in the hands of Resident Beneficial Owners which are SA Corporates that is applicable for a year of assessment, the Tax Change Event is deemed to commence in respect of a fiscal year commencing on or after 1 March.

1.4.3 No Double-counting

Notwithstanding anything to the contrary contained herein, if both a Rate Event as well as a Tax Change Event occurs as part of the same legislative cycle, any adjustment in the Applicable Rate shall take into account the net effect of these events, as fi nally determined by the Company.

1.4.4 Notification

If an Adjustment Event occurs that results in an adjustment to the Applicable Rate as contemplated in clause 1.4.1 or 1.4.2 (as the case may be), the Company shall publish an announcement (an Adjustment Notice) on SENS which sets out (i) the details and date of the Adjustment Event which has occurred, and (ii) the adjusted Applicable Rates, and (iii) the date on which the Applicable Rates Rate will be adjusted.

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1.5 Redemption and acquisition of own shares

1.5.1 No Redemption by Holders

The Holders of the Preference Shares shall not be entitled to require the Company to redeem the Preference Shares.

1.5.2 Company Redemption

1.5.2.1 All (but not some) of the Outstanding Preference Shares may be redeemed at any time at the option of the Company, subject to compliance with the Companies Act, in any of the following circumstances:

1.5.2.1.1 an Adjustment Event occurs and as a result of such Adjustment Event the Applicable Rates are increased; or

1.5.2.1.2 a Regulatory Event occurs and, as a result of such occurrence, it becomes more onerous and/or expensive for the Company to continue to have any issued Preference Shares, including, but not limited to, an increase in the amounts payable by the Company in respect of the Outstanding Preference Shares in accordance with this clause [1] of the Memorandum of Incorporation; or

1.5.2.1.3 the circumstances contemplated in clause 1.7.2 (Voting Resolution not passed).

1.5.3 Procedure

1.5.3.1 If the Company contemplates the redemption of the Outstanding Preference Shares pursuant to the Redemption Provisions it shall notify the Holders by publishing, on SENS, an announcement (a Redemption Announcement) (i) which sets out the grounds on which the Company is entitled to redeem the Outstanding Preference Shares; (ii) which complies in all respects in form and content with the provisions of the JSE Listing Requirements; and (iii) which sets out a date (the Company Redemption Date) on which the Company may redeem the Outstanding Preference Shares. The publication of a Redemption Announcement shall be revocable at the instance of the Company and shall not oblige the Company to redeem the Outstanding Preference Share whether on the Company Redemption Date set out in that Redemption Announcement or on any other date (but the Company shall not redeem some of the Outstanding Preference Shares without at the same time redeeming all the Outstanding Preference Shares).

1.5.3.2 If the Company elects, in its discretion to, redeem the Outstanding Preference Shares, the Company shall effect the redemption in compliance with any of the JSE Listing Requirements applicable such as the relevant timetable in the relevant schedule of the JSE Listing Requirements, as well as any other regulatory requirements.

1.5.3.3 If the Company publishes a Redemption Announcement and thereafter elects not to redeem the Outstanding Preference Shares the Company shall (i) make an announcement to such effect on SENS and (ii) not thereafter be entitled to redeem the Outstanding Preference Shares without again publishing a Redemption Announcement.

1.5.4 Redemption Date

The Company shall, on the date on which it redeems the Outstanding Preference Shares, pay the Redemption Amount in respect of each Outstanding Preference Share to each Holder.

1.6 Return of capital

1.6.1 On the liquidation of the Company or a return of capital in respect of each Preference Share, such Preference Share shall confer on its Holder a right to a return of capital in an amount equal to the Redemption Amount of that Preference Share calculated up to the day on which that return of capital is paid.

1.6.2 Save as envisaged in clause 1.6.1 of this Memorandum of Incorporation, the Preference Shares shall not be entitled to participate in the Company’s excess assets on its liquidation.

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1.7 Voting

1.7.1 Voting Rights

1.7.1.1 The Holders of the Preference Shares shall have the right to receive notice of and to be present (either in person or by proxy) at any general meeting of the Company, but shall not be entitled to vote at any such general meeting.

1.7.1.2 The Holders shall not (in their capacity as Holders) have any voting rights at any shareholders meeting unless:

1.7.1.2.1 any amendment to this Memorandum of Incorporation relating to the variation of any preferences, rights, limitations or other terms attaching to the Preference Shares is proposed, in which case, such amendment must not be implemented without a Special Resolution taken by the Holders of the Preference Shares at a separate meeting. No resolution of Shareholders of the Company to amend this Memorandum of Incorporation for purposes of varying any preferences, rights, limitations or other terms attaching to the Preference Shares shall be proposed or passed, unless a Special Resolution of the Holders of the Preference Shares, have approved the amendment; and/or

1.7.1.2.2 any Preference Dividend (or any part thereof) is not paid on its Dividend Payment Date and remains in arrears for more than 6 (six) months and on the date of the shareholders meeting, in which case each Holder shall in respect of each Preference Share held by it be entitled to exercise 24.99% (twenty four point nine nine percent) percent of the voting rights exercisable by all the shareholders at such meeting divided by the number of Preference Shares then in issue.

1.7.2 Voting Resolution not passed

If the Company proposes any amendment to this Memorandum of Incorporation relating to the variation of any preferences, rights, limitations and other terms attaching to the Preference Shares, and for the purpose of clause 1.7.1.2 insufficient Holders of Preference Shares vote to approve the amendment at a separate meeting, the Company shall be entitled to elect to redeem all (but not some) of the Outstanding Preference Shares in accordance with the Redemption Provisions.

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ANNEXURE 7

PROPOSED AMENDMENTS TO PPC’S MOI

The Board proposes the following amendments to PPC’s MOI:

1. PROPOSED AMENDMENT NO 1 – CLAUSE 1.1.3

The Board proposes that clause 1.1.3 of PPC’s MOI be amended to read as follows (deletions are indicated by strikethrough and insertions by underlining):

1.1.3 “Central Securities Depositary” has the meaning set out in section 1 of the Securities Services Financial Markets Act;

2. PROPOSED AMENDMENT NO 2 – CLAUSE 1.1. 8B

The Board proposes that clause 1.1. 8B of PPC’s MOI be inserted as follows (insertions are indicated by underlining):

1.1. 8B “Financial Markets Act” means the Financial Markets Act, No 19 of 2012, including any amendment, consolidation or re-enactment thereof;

3. PROPOSED AMENDMENT NO 3 – CLAUSE 1.1.10

The Board proposes that clause 1.1.10 of PPC’s MOI be amended to read as follows (deletions are indicated by strikethrough and insertions by underlining):

1.1.10 “JSE” means the exchange, licensed under the Security Services Financial Markets Act, operated by JSE Limited, registration number 2005/022939/06, a public company duly incorporated in the Republic;

4. PROPOSED AMENDMENT NO 4 – CLAUSE 1.1.12

The Board proposes that clause 1.1.12 of PPC’s MOI be amended to read as follows (deletions are indicated by strikethrough and insertions by underlining):

1.1.12 “Participant” has the meaning set out in section 1 of the Securities Services Financial Markets Act;

5. PROPOSED AMENDMENT NO 5 – CLAUSE 1.1.12B

The Board proposes that clause 1.1.12B of PPC’s MOI be inserted as follows (insertions are indicated by underlining):

1.1.12B “Preference Shares” has the meaning given to the term in clause 7.1.2

6. PROPOSED AMENDMENT NO 6 – CLAUSE 1.1.15.2

The Board proposes that clause 1.1.15.2 of PPC’s MOI be amended to read as follows (deletions are indicated by strikethrough and insertions by underlining):

1.1.15.2 anything falling within the meaning of “securities” as set out in section 1 of the Securities Services Financial Markets Act, and includes shares held in a private company;

7. PROPOSED AMENDMENT NO 7 – CLAUSE 1.1.17

The Board proposes that clause 1.1.17 of PPC’s MOI be amended to read as follows (deletions are indicated by strikethrough):

1.1.17 “Securities Services Act” means the Securities Services Act, No 36 of 2004, including any amendment, consolidation or re-enactment thereof;

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8. PROPOSED AMENDMENT NO 8 – CLAUSE 1.1.24

The Board proposes that clause 1.1.24 of PPC’s MOI be amended to read as follows (deletions are indicated by strikethrough and insertions by underlining):

1.1.24 “Uncertifi cated Securities” means any “uncertifi cated securities” defi ned as such in section 29 1 of the Securities Services Financial Markets Act;

9. PROPOSED AMENDMENT NO 9 – CLAUSE 7.1.2

The Board proposes that clause 7.1.2 of PPC’s MOI be inserted as follows (insertions are indicated by underlining):

7.1.2 20  000  000 (twenty million) cumulative, non-participating perpetual preference shares (“Preference Shares”), the associated preferences, rights, limitations and other terms of which shall be determined by the Board and which must not be issued until the Board has determined the associated preferences, rights, limitations and other terms attaching to the Preference Shares as contemplated under section 36(1)(d) of the Act. Each of the Preference Shares will rank pari passu.

10. PROPOSED AMENDMENT NO 1 0 – CLAUSE 7.2.7

The Board proposes that clause 7.2.7 of PPC’s MOI be deleted as follows (deletions are indicated by strikethrough):

7.2.7 determine the preferences, rights, limitations or other terms of any Shares;

11. PROPOSED AMENDMENT NO 1 1 – CLAUSE 7.2

The Board proposes that the paragraph at the end of clause 7.2 of PPC’s MOI be amended to read as follows (deletions are indicated by strikethrough):

and such powers shall only be capable of being exercised by the Shareholders by way of a special resolution of the Shareholders, provided that if there are any preference shares in the issued share capital of the Company, no further Shares ranking in priority to or pari passu with existing preference Shares of any class shall be created or issued without the consent, in writing, of the holders of 75% (seventy five percent) of the existing preference Shares of such class, or the sanction of a resolution of the holders of such class of preference Shares passed at a separate general meeting of such holders, at which preference Shareholders holding in aggregate not less than 25% (twenty five percent) of the total votes of all the preference Shareholders holding shares in that class entitled to vote at the general meeting, are present in person or by proxy, and the resolution has been passed by not less than 75% (seventy five percent) of the total votes to which the Shareholders of that class of shares, present in person or by proxy, are entitled.

12. PROPOSED AMENDMENT NO 12 – CLAUSE 7.5

The Board proposes that clause 7.5 of PPC’s MOI be amended to read as follows (deletions are indicated by strikethrough and insertions by underlining):

7.5 The Subject to the power of the Board to determine and/or amend the preferences, rights, limitations and other terms of the Preference Shares on the terms and conditions of the Act and this Memorandum of Incorporation, the authorisation and classification of Shares, the numbers of authorised Shares of each class, and the preferences, rights, limitations and other terms associated with each class of Shares as set out in this Memorandum of Incorporation may be changed only by an amendment of this Memorandum of Incorporation by special resolution of the Shareholders and in accordance with the JSE Listings Requirements, and such amendments shall not be implemented without a special resolution adopted by the holders of Shares of that class at a separate meeting.

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13. PROPOSED AMENDMENT NO 13 – CLAUSE 7.7

The Board proposes that clause 7.7 of PPC’s MOI be amended to read as follows (deletions are indicated by strikethrough and insertions by underlining):

7.7 No Subject to the power of the Board to determine and/or amend the preferences, rights, limitations and other terms of the Preference Shares on the terms and conditions of the Act and this Memorandum of Incorporation, no Shares may be authorised in respect of which the preferences, rights, limitations or any other terms of any class of Shares may be varied in response to any objectively ascertainable external fact or facts as provided for in sections 37(6) and 37(7).

14. PROPOSED AMENDMENT NO 14 – CLAUSE 7.9

The Board proposes that clause 7.9 of PPC’s MOI be amended to read as follows (deletions are indicated by strikethrough and insertions by underlining):

7.9 The Board may, subject to clause clauses 7.13 and 7.16 and the further provisions of this clause 7.9, resolve to issue Shares of the Company at any time, but:

15. PROPOSED AMENDMENT NO 15 – CLAUSE 7.9.2

The Board proposes that clause 7.9.2 of PPC’s MOI be amended to read as follows (deletions are indicated by strikethrough and insertions by underlining):

7.9.2 only to the extent that such issue has been approved by the Shareholders in general meeting,: either by way of a general authority (which may be either conditional or unconditional) to issue Shares in its discretion or a specifi c authority in respect of any particular issue of Shares, provided that, if such approval is in the form of a general authority to the Directors, it shall be valid only until the next annual general meeting of the Company and it may be varied or revoked by any general meeting of the Shareholders prior to such annual general meeting;

16. PROPOSED AMENDMENT NO 16 – CLAUSE 7.9.2.1

The Board proposes that clause 7.9.2.1 of PPC’s MOI be inserted as follows (insertions are indicated by underlining):

7.9.2.1 either by way of a general authority (which may be either conditional or unconditional) to issue Shares in its discretion or a specifi c authority in respect of any particular issue of Shares, provided that, if such approval is in the form of a general authority to the Directors, it shall be valid only until the next annual general meeting of the Company and it may be varied or revoked by any general meeting of the Shareholders prior to such annual general meeting; or

17. PROPOSED AMENDMENT NO 17 – CLAUSE 7.9.2.2

The Board proposes that clause 7.9.2.2 of PPC’s MOI be inserted as follows (insertions are indicated by underlining):

7.9.2.2 in respect of the Preference Shares, by way of a special resolution of Shareholders.

18. PROPOSED AMENDMENT NO 18 – CLAUSE 7.16

The Board proposes that clause 7.16 of PPC’s MOI be inserted as follows (insertions are indicated by underlining):

7.16 Notwithstanding any provision of this Memorandum of Incorporation to the contrary, the issue of any Securities which, in terms of the provisions of this Memorandum of Incorporation or the Act, requires the approval of Shareholders and/or the holders of any other class of Securities, may be approved either unconditionally or subject to such parameters as may be approved in terms of the relevant resolution authorising such issue.

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19. PROPOSED AMENDMENT NO 19 – CLAUSE 19.18

The Board proposes that clause 19.18 of PPC’s MOI be amended to read as follows (deletions are indicated by strikethrough and insertions by underlining):

19.18 After a quorum has been established for a meeting, or for a matter to be considered at a meeting, the meeting may continue, or the matter may be considered, so long as, the meeting remains quorate in terms of section 64(1).

20. PROPOSED AMENDMENT NO 20 – CLAUSE 21.1.3

The Board proposes that clause 21.1.3 of PPC’s MOI be amended to read as follows (insertions are indicated by underlining):

21.1.3 the holders of Securities other than ordinary Shares shall not be entitled to vote on any resolution at a meeting of Shareholders, except as provided in the preferences, rights, limitations and other terms of the Preference Shares or clause 21.2, and provided that such entitlement is not contrary to the JSE Listings Requirements.

21. PROPOSED AMENDMENT NO 21 – CLAUSE 21.2

The Board proposes that clause 21.2 of PPC’s MOI be amended to read as follows (deletions are indicated by strikethrough and insertions by underlining):

21.2 If any resolution is proposed as contemplated in clause 7.3 7.4, the holders of such Shares (“Affected Shareholders”) shall be entitled to vote at the meeting of ordinary Shareholders as contemplated in clause 21.1, provided that;

22. PROPOSED AMENDMENT NO 22 – CLAUSE 23.3.2

The Board proposes that clause 23.3.2 of PPC’s MOI be amended to read as follows (insertions are indicated by underlining):

23.3.2 any other matter required by the Act or this Memorandum of Incorporation to be resolved by means of a special resolution,

23. PROPOSED AMENDMENT NO 23 – CLAUSE 35.3

The Board proposes that clause 35.3 of PPC’s MOI be amended to read as follows (deletions are indicated by strikethrough):

35.3 The Company in general meetings may, upon the recommendation of the Directors, resolve at any time, that any surplus monies in the hands of the Company representing capital profi ts arising from the realisation of any capital assets and not required for the payment of any fi xed preferential distribution, shall be distributed among the ordinary Shareholders.

24. GRAMMATICAL AMENDMENTS

The Board proposes the following grammatical amendments:

• The deletion of the full stop at the end of clause 7.1.1.5 and the insertion of “; and “

• The insertion of “or” at the end of clause 7.2.5

• The replacement of “Shareholder’s” in clauses 19.10 and 19.20 with “Shareholders’”

• The replacement of “shareholders” in clause 19.19 with “Shareholders”

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ANNEXURE 8

DETAILS OF THE PPC PHAKAMANI TRUST SCHEME

1. ESTABLISHMENT OF PPC PHAKAMANI TRUST

The Company has established PPC Phakamani Trust for the purpose of holding the PPC Phakamani Trust Shares for the benefit of the Employee Beneficiaries. The Employee Beneficiaries will become vested beneficiaries to the capital and income thereof by formally accepting an offer to become Employee Beneficiaries as contained in an allocation notice.

PPC Phakamani Trust and trust property will be managed by the PPC Phakamani Trust Trustees. Although the majority of the PPC Phakamani Trust Trustees will be elected by the Employee Beneficiaries, the Company will also appoint some of the PPC Phakamani Trust Trustees.

2. APPOINTMENT OF PPC PHAKAMANI TRUST TRUSTEES

PPC will appoint three Initial PPC Phakamani Trust Trustees for purposes of signature of legal agreements and implementing the PPC Phakamani Trust Share Issue. Such Trustees will be members of the PPC executive management as approved by the Board and will facilitate the election of the PPC Phakamani Trust Trustees appointed by the Employee Beneficiaries, which is expected to be no later than 31 August 2014.

The majority of the PPC Phakamani Share Trust Trustees will be Black Persons, at least three of whom must be women, excluding any Director of PPC, and will be constituted as follows:

• three trustees elected by PPC; and• four trustees elected by the Employee Beneficiaries as stipulated in the PPC Phakamani Trust Deed.The number of PPC Phakamani Trust Trustees appointed by the Company will always be less than the number of PPC Phakamani Trust Trustees elected by the Employee Beneficiaries. PPC Phakamani Trust will consequently be controlled by the Employee Beneficiaries, and the majority of the PPC Phakamani Trust Trustees will be Black Persons.

3. ACQUISITION OF PPC PHAKAMANI TRUST SHARES

PPC will issue the Initial PPC Phakamani Trust Shares to PPC Phakamani Trust, at the PPC Phakamani Trust Subscription Amount, on the PPC Phakamani Trust Subscription Date. PPC will make a capital contribution equal to the PPC Phakamani Trust Subscription Amount to PPC Phakamani Trust in order to enable the PPC Phakamani Trust Trustees to subscribe for the Initial PPC Phakamani Trust Shares.

The Employer Companies will apply the Allocation Criteria in order to determine which of the Eligible Employees are to become Employee Beneficiaries, and how many Employee Units should be allocated to such Employee Beneficiaries. The Employer Company will then deliver an allocation notice to each selected Eligible Employee specifying, inter alia, the number of Employee Units that are to be vested in the Eligible Employee from inception, which represent vested rights. Employee Units will provide Employee Beneficiaries with a vested right to a number of PPC Phakamani Trust Shares held by PPC Phakamani Trust, as well as an upfront vested right to a percentage of the Pool PPC Phakamani Trust Shares at the End Date, provided that the Employee Beneficiary remains in the employ of the PPC Group on that date.

The PPC Phakamani Trust Shares will be held by PPC Phakamani Trust for the duration of the PPC Phakamani Trust Share Issue Term for the beneficial interest of the Employee Beneficiaries, and may not be disposed of by beneficiaries before the expiry of a period of seven days after the End Date, unless specifically provided for in terms of the PPC Phakamani Trust Deed.

4. PARTICIPATION IN PPC PHAKAMANI TRUST

To qualify to participate in PPC Phakamani Trust, an employee must be a permanent employee of PPC employed by a South African PPC Group Company, specifically excluding employees on fixed term contracts, independent contractors, and individuals engaged by temporary employment services/labour brokers. An Eligible Employee shall become an Employee Beneficiary of PPC Phakamani Trust upon written acceptance of the terms of the PPC Phakamani Trust Deed.

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5. CREATION OF EMPLOYEE UNITS

In terms of the PPC Phakamani Trust Deed, Employee Units will be created for vesting with Eligible Employees. The Employee Units will in principle represent a vested right of each Employee Beneficiary from inception in the PPC Phakamani Trust Shares pursuant to acceptance thereof by each such Employee Beneficiary.

The majority of the Employee Units will be vested in the Employee Beneficiaries upon inception of PPC Phakamani Trust and a portion of the Employee Units will be used for future allocations as detailed in paragraph 9 below.

The Employee Units will represent an up-front vested right of each Employee Beneficiary to the underlying PPC Phakamani Trust Shares in PPC Phakamani Trust and will confer the upfront vested right to delivery of a percentage of the underlying Remaining PPC Phakamani Trust Shares on the End Date, and a number of Remaining PPC Phakamani Trust Shares that form part of the Pool PPC Phakamani Trust Shares, as stipulated in the PPC Phakamani Trust Deed.

The Employee Beneficiaries will, through their Employee Units, effectively enjoy shareholder rights such as dividend rights (partially suspended in this case), voting rights (through the PPC Phakamani Share Trust Trustees), and participation in capital appreciation.

6. PPC PHAKAMANI TRUST REPURCHASE SHARES

PPC will implement the PPC Phakamani Trust Shares Repurchase, pursuant to the PPC Phakamani Trust Subscription Agreement, to repurchase a number of PPC Phakamani Trust Repurchase Shares at the Repurchase Price per share at the PPC Phakamani Trust Shares Repurchase Date, determined in accordance with the PPC Phakamani Trust Shares Repurchase Formula. After the PPC Phakamani Trust Shares Repurchase has been implemented, PPC Phakamani Trust will continue to hold the Remaining PPC Phakamani Trust Shares on behalf of the Employee Beneficiaries, and will then transfer those shares to the Employee Beneficiaries in terms of the PPC Phakamani Trust Deed.

7. END DATE

On the End Date, the PPC Phakamani Share Trust Trustees will distribute, subject to the seven days’ disposal restriction period, the Remaining PPC Phakamani Trust Shares attributable to each Employee Unit to the Employee Beneficiaries. The distribution of the Remaining PPC Phakamani Trust Shares will be made to the Employee Beneficiaries in accordance with their vested rights as follows:

N = (PU/TPU) x RS

Where:

N = Number of Remaining PPC Phakamani Trust Shares to be received by the Employee Benefi ciary

PU = Number of Employee Units held by the Employee Benefi ciary

TPU = Total number of Employee Units in issue

RS = Total number of Remaining PPC Phakamani Trust Shares held by PPC Phakamani Trust, excluding those Remaining PPC Phakamani Trust Shares that form part of the Pool PPC Phakamani Trust Shares

Loans by PPC to PPC Phakamani Trust may arise during the NVF Period, in order to make the payments in cases of death as set out in paragraph 8.1. On the End Date, if there are loans owing by PPC Phakamani Trust, the PPC Phakamani Trust Trustees shall be entitled to fi rst sell a suffi cient number of Remaining PPC Phakamani Trust Shares that form part of the Pool PPC Phakamani Trust Shares in order to settle these outstanding loans owing by the PPC Phakamani Trust as well as any taxes that may be triggered as a result of such sale. Thereafter, the existing vested rights of each Employee Benefi ciary that is still in the employ of the PPC Group as at the End Date will entitle them to a further number of PPC Ordinary Shares determined as follows:

N = (NR/T) x USS

Where:

N = Number of Remaining PPC Phakamani Trust Shares to be received by the Employee Benefi ciary

NR = Number of whole completed years since the Employee Benefi ciary became a benefi ciary of PPC Phakamani Trust

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T = Total NR for all Employee Benefi ciaries remaining in the employ of PPC Group at the End Date.

USS = Total number of Remaining PPC Phakamani Trust Shares held by PPC Phakamani Trust that form part of the Pool PPC Phakamani Trust Shares after the settlements described above.

8. EVENTS INFLUENCING BENEFITS TO BE RECEIVED

Certain events could influence the benefits to be received by Employee Beneficiaries if they happen before the End Date. These are listed below:

8.1 Termination of services

In the event of a Bad Leaver:

• all Employee Units will be immediately cancelled; • the PPC Phakamani Trust Shares attributable to the cancelled Employee Units shall form part

of the Pool PPC Phakamani Trust Shares which will be used by the PPC Phakamani Share Trust Trustees for purposes of making future awards to Eligible Employees as contemplated in paragraph 9 below or, if not used for purposes of making future awards, will be dealt with at the End Date as detailed in paragraph 7; and

• the Beneficiary shall forthwith cease to participate in PPC Phakamani Trust and shall not receive any Unsuspended Dividend/Distributions or other benefits.

In the event of a Good Leaver no cancellation of the Employee Beneficiary’s Employee Units will take place. The Employee Beneficiary will retain the full number of their vested Employee Units and will continue to receive the Unsuspended Dividend/Distributions on these Employee Units, and furthermore will receive the equivalent Remaining PPC Phakamani Trust Shares attributable to the Employee Units at the End Date;

However, in the case of the death of an Employee Beneficiary, the Employee Units will be cancelled and the PPC Phakamani Trust Shares attributable to those Employee Units will form part of the Pool PPC Phakamani Trust Shares and PPC Phakamani Trust will be obliged to pay the Employee Beneficiary’s estate, within one year an amount calculated in accordance with the following formula:

V x PU

Where:

V = the valuation of an Employee Unit determined by PPC for this purpose

PU = number of Employee Units held by that Employee Beneficiary Less any tax

Such payment will be funded through Unsuspended Dividend/Distributions accumulated on Pool PPC Phakamani Trust Shares or will be loaned to PPC Phakamani Trust by a Company within the PPC Group if there are insufficient funds available.

8.2 Company Activities

Change of control

In the event of a change of control of PPC, the Board will be entitled, in accordance with the PPC Phakamani Trust Subscription Agreement, to implement the PPC Phakamani Trust Shares Repurchase and determine that the restrictions will be deemed to be lifted on the date of the event which causes such change of control and that the PPC Phakamani Trust Trustees shall transfer the Remaining PPC Phakamani Trust Shares in accordance with the provisions of paragraph 7 to the Employee Beneficiaries.

Variation in Stated capital

In the event of a subdivision or consolidation of PPC Ordinary Shares, reduction of the Company’s capital or any other corporate action, the Board shall make such adjustment to the number of PPC Phakamani Trust Shares and Employee Units so as to ensure that the Employee Beneficiaries are placed in a substantially similar position to the position they were in prior to the occurrence of any of the aforesaid events.

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9. POOL PPC PHAKAMANI TRUST SHARES IN PPC PHAKAMANI TRUST

It is intended that not all of the Employee Units will be created for allocation at inception of PPC Phakamani Trust. In addition, Employee Units cancelled due to early termination of employment by Bad Leavers and Employee Units cancelled in cases of a death, may also be utilised by PPC Phakamani Trust for allocation to new Eligible Employees. All Unsuspended Dividend/Distributions received by PPC Phakamani Trust in relation to any Pool PPC Phakamani Trust Shares, shall be utilised by PPC Phakamani Trust to make the payments in cases of death, settle any trust costs, taxes and expenses or repay any loans that may have been made to PPC Phakamani Trust by companies within the PPC Group, as set out in paragraph 10.

To the extent that there are Pool PPC Phakamani Trust Shares on the End Date, the PPC Phakamani Trust Trustees shall be entitled to first sell a sufficient number of Remaining PPC Phakamani Trust Shares that form part of the Pool PPC Phakamani Trust Shares in order to settle any outstanding loans owing by the PPC Phakamani Trust as well as any taxes that may be triggered as a result of such sale, whereafter the Pool PPC Phakamani Trust Shares will be distributed to the Employee Beneficiaries still in the employ of a Company within the PPC Group at that time in proportion to their years as a beneficiary of PPC Phakamani Trust as set out in paragraph 7 in terms of their vested rights.

10. ADMINISTRATION

For the duration of the NVF Period, the costs, expenses and taxes incurred by PPC Phakamani Trust for the operation of PPC Phakamani Trust as well as making any payments in cases of death as set out in paragraph 8.1, will be paid through Unsuspended Dividend/Distributions received on Pool PPC Phakamani Trust Shares. If the accumulated Unsuspended Dividends/Distributions received on Pool PPC Phakamani Trust Shares are insufficient to cater for the making of these payments , PPC shall procure that a company within the PPC Group lends the necessary funds to the Trust, in which case, the Unsuspended Dividend/Distributions received on Pool PPC Phakamani Shares may also be used to repay such loan(s).

PPC is entitled to appoint an administrator to administer the affairs of PPC Phakamani Trust.

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PPC Ltd(Incorporated in the Republic of South Africa on 22 April 1892)

Registration number 1892/000667/06Share code: PPC ISIN: ZAE000170049

(“PPC” or the “Company”)

NOTICE OF GENERAL MEETING OF PPC SHAREHOLDERS

The defi nitions and interpretations commencing on page 4 of the Circular to which this Notice of General Meeting of PPC Shareholders is attached apply, mutatis mutandis, to this Notice of General Meeting.

Notice is hereby given to PPC Shareholders that a General Meeting of PPC Shareholders will be held at 1 0:00 at PPC’s head offi ce, 148 Katherine Street, Corner Grayston and Katherine Streets, Sandton, Gauteng on 1 8 March 2014, for the purpose of considering and, if deemed fi t, passing, with or without modifi cation, the special and ordinary resolutions set out below in a manner required by the Companies Act, as read with the Listings Requirements, which meeting is to be participated in and voted at by PPC Shareholders as at the record date of 7 March 2014.

Each Special Resolution will be required to be adopted with the support of at least 75% of the voting rights exercised on the Special Resolution.

Pursuant to the Listings Requirements, Ordinary Resolution 2 will be required to be adopted with the support of at least 75% of the voting rights exercised on the Ordinary Resolution.

SPECIAL RESOLUTION 1 – APPROVAL OF THE STATED CAPITAL INCREASE

“Resolved as a special resolution that, subject to the passing of Special Resolution 2, in terms of section 36 of the Companies Act, the authorised stated capital of the Company be and is hereby increased by the creation of 20 000 000 Preference Shares, being a class of shares contemplated in section 36(1)(d) of the Companies Act having such preferences, rights, limitations and other terms as the Board may determine upon issue thereof, so that after such increase the authorised stated capital of the Company shall comprise 700 000 000 PPC Ordinary Shares and 20 000 000 Preference Shares.”

For this resolution to be passed, votes in favour of the resolution must represent at least 75% of the voting rights exercised at the meeting in respect of Special Resolution 1.

SPECIAL RESOLUTION 2 – AMENDMENTS TO THE MOI

“Resolved as a special resolution that, subject to the passing of Special Resolution 1 and in order to give effect to Special Resolution 1, in terms of section 16(1)(c), section 36(2) and section 65(11) of the Companies Act, PPC’s MOI be and is hereby amended to incorporate the changes set out in Annexure 7 to the Circular to which this Notice of General Meeting is attached and that the secretary of the Company be and is hereby authorised to authenticate, as a certifi ed true copy, a revised and updated copy of PPC’s MOI and to fi le it with the CIPC.”

For this resolution to be passed, votes in favour of the resolution must represent at least 75% of the voting rights exercised at the meeting in respect of Special Resolution 2.

SPECIAL RESOLUTION 3 – PLACING PREFERENCE SHARES UNDER THE CONTROL OF THE DIRECTORS IN RESPECT OF THE INITIAL ISSUE

“Resolved as a special resolution that, subject to the passing of Special Resolutions 1 and 2 and Ordinary Resolution 1, in accordance with the Amended MOI, the authorised but unissued Preference Shares be and are hereby placed under the control of the Directors, who shall be authorised to issue such unissued Preference Shares in respect of the Initial Issue on such terms and conditions as they may in their discretion deem fi t, but within the following parameters:

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• the authority will be valid from the date of the General Meeting until the next annual general meeting of the Company;

• the maximum amount to be raised by the issue of the Preference Shares pursuant to this Special Resolution 3 is R1 400 000 000;

• Preference Shares may only be issued if the Board is of the opinion, having taken into account prevailing conditions in the South African market for perpetual preference shares, that the commercial and technical terms and features of the Preference Shares are in all material respects arm’s length and in line with market norms at the time of the relevant Board resolution; and

• if any Preference Shares are issued to a related party (as defined in paragraph 10.1 of the Listings Requirements), the issue to such related party shall be subject to a fairness opinion from an independent expert acceptable to the JSE stating that the issue is fair insofar as the Preference Shareholders are concerned.

For this resolution to be passed, votes in favour of the resolution must represent at least 75% of the voting rights exercised at the meeting in respect of Special Resolution 3.

SPECIAL RESOLUTION 4 – PLACING PREFERENCE SHARES UNDER THE CONTROL OF THE DIRECTORS IN RESPECT OF SUBSEQUENT ISSUES

“Resolved as a special resolution that, subject to the passing of Special Resolutions 1 and 2 and Ordinary Resolution 1, in accordance with the Amended MOI, the authorised but unissued Preference Shares be and are hereby placed under the control of the Directors, who shall be authorised to issue such unissued Preference Shares in respect of Subsequent Issues on such terms and conditions as they may in their discretion deem fi t, but within the following parameters:

• the authority will be valid from the date of the General Meeting until the next annual general meeting of the Company;

• the maximum amount to be raised by the issue of the Preference Shares pursuant to this Special Resolution 4 will be the difference between R2 000 000 000 and the amount finally raised pursuant to the Initial Issue, subject to a maximum amount to be raised pursuant to this Special Resolution 4 of R800 000 000;

• Preference Shares may only be issued if the Board is of the opinion, having taken into account prevailing conditions in the South African market for perpetual preference shares, that the commercial and technical terms and features of the Preference Shares are in all material respects arm’s length and in line with market norms at the time of the relevant Board resolution; and

• if any Preference Shares are issued to a related party (as defined in paragraph 10.1 of the Listings Requirements), the issue to such related party shall be subject to a fairness opinion from an independent expert acceptable to the JSE stating that the issue is fair insofar as the Preference Shareholders are concerned.

For this resolution to be passed, votes in favour of the resolution must represent at least 75% of the voting rights exercised at the meeting in respect of Special Resolution 4.

SPECIAL RESOLUTION 5 – SPECIFIC AUTHORITY TO REPURCHASE PPC BLACK MANAGERS TRUST SHARES

“Resolved as a special resolution that, subject to the passing of Special Resolutions 6, 7, 8, 9, 10, 11 and 12 and Ordinary Resolution 2, in terms of paragraph 5.67(B) of the Listings Requirements, section 48(8) of the Companies Act and PPC’s MOI, the Company and/or its wholly owned subsidiary be and is hereby authorised to acquire the PPC Black Managers Trust Shares for a purchase consideration per PPC Black Managers Trust Share equal to the Unwind Market Value; such specifi c authority being subject to the requirements of paragraph 5.69 of the Listings Requirements having been met in relation to the acquisition made by the Company and/or its wholly owned subsidiary pursuant to this Special Resolution 5. The specifi c authority granted in terms of this Special Resolution 5 shall be valid until such time as the acquisition contemplated in this Special Resolution 5 has been implemented or it is amended or revoked by another special resolution.”

Pursuant to the Listings Requirements, for this resolution to be passed, votes in favour of the resolution must represent at least 75% of the voting rights exercised at the meeting in respect of this Special Resolution 5, excluding, pursuant to the Listings Requirements and the Companies Act, any votes which may be cast by PPC Black Managers Trust.

68

SPECIAL RESOLUTION 6 – SPECIFIC AUTHORITY TO REPURCHASE PPC COMMUNITY TRUST FUNDING SPV SHARES

“Resolved as a special resolution that, subject to the passing of Special Resolutions 5, 7, 8, 9, 10, 11 and 12 and Ordinary Resolution 2, in terms of paragraph 5.67(B) of the Listings Requirements, section 48(8) of the Companies Act and PPC’s MOI, the Company be and is hereby authorised to acquire the PPC Community Trust Funding SPV Shares for a purchase consideration per PPC Community Trust Funding SPV Share equal to the Unwind Market Value; such specifi c authority being subject to the requirements of paragraph 5.69 of the Listings Requirements having been met in relation to the acquisition made by the Company pursuant to this Special Resolution 6. The specifi c authority granted in terms of this Special Resolution 6 shall be valid until such time as the acquisition contemplated in this Special Resolution 6 has been implemented or it is amended or revoked by another special resolution.”

Pursuant to the Listings Requirements, for this resolution to be passed, votes in favour of the resolution must represent at least 75% of the voting rights exercised at the meeting in respect of this Special Resolution 6 excluding, pursuant to the Listings Requirements and the Companies Act, any votes which may be cast by PPC Community Trust Funding SPV.

SPECIAL RESOLUTION 7 – SPECIFIC AUTHORITY TO REPURCHASE PPC CONSTRUCTION INDUSTRY ASSOCIATIONS TRUST FUNDING SPV SHARES

“Resolved as a special resolution that, subject to the passing of Special Resolutions 5, 6, 8, 9, 10, 11 and 12 and Ordinary Resolution 2, in terms of paragraph 5.67(B) of the Listings Requirements, section 48(8) of the Companies Act and PPC’s MOI, the Company be and is hereby authorised to acquire the PPC Construction Industry Associations Trust Funding SPV Shares for a purchase consideration per PPC Construction Industry Associations Trust Funding SPV Share equal to the Unwind Market Value; such specifi c authority being subject to the requirements of paragraph 5.69 of the Listings Requirements having been met in relation to the acquisition made by the Company pursuant to this Special Resolution 7. The specifi c authority granted in terms of this Special Resolution 7 shall be valid until such time as the acquisition contemplated in this Special Resolution 7 has been implemented or it is amended or revoked by another special resolution.”

Pursuant to the Listings Requirements, for this resolution to be passed, votes in favour of the resolution must represent at least 75% of the voting rights exercised at the meeting in respect of this Special Resolution 7 excluding, pursuant to the Listings Requirements and the Companies Act, any votes which may be cast by PPC Construction Industry Associations Trust Funding SPV.

SPECIAL RESOLUTION 8 – SPECIFIC AUTHORITY TO REPURCHASE PPC EDUCATION TRUST FUNDING SPV SHARES

“Resolved as a special resolution that, subject to the passing of Special Resolutions 5, 6, 7, 9, 10, 11 and 12 and Ordinary Resolution 2, in terms of paragraph 5.67(B) of the Listings Requirements, section 48(8) of the Companies Act and PPC’s MOI, the Company be and is hereby authorised to acquire the PPC Education Trust Funding SPV Shares for a purchase consideration per PPC Education Trust Funding SPV Share equal to the Unwind Market Value; such specifi c authority being subject to the requirements of paragraph 5.69 of the Listings Requirements having been met in relation to the acquisition made by the Company pursuant to this Special Resolution 8. The specifi c authority granted in terms of this Special Resolution 8 shall be valid until such time as the acquisition contemplated in this Special Resolution 8 has been implemented or it is amended or revoked by another special resolution.”

Pursuant to the Listings Requirements, for this resolution to be passed, votes in favour of the resolution must represent at least 75% of the voting rights exercised at the meeting in respect of this Special Resolution 8 excluding, pursuant to the Listings Requirements and the Companies Act, any votes which may be cast by PPC Education Trust Funding SPV.

SPECIAL RESOLUTION 9 – SPECIFIC AUTHORITY TO REPURCHASE PPC TEAM BENEFIT TRUST FUNDING SPV SHARES

“Resolved as a special resolution that, subject to the passing of Special Resolutions 5, 6, 7, 8, 10, 11 and 12 and Ordinary Resolution 2, in terms of paragraph 5.67(B) of the Listings Requirements, section 48(8) of the Companies Act and PPC’s MOI, the Company be and is hereby authorised to acquire the PPC Team Benefi t Trust Funding SPV Shares for a purchase consideration per PPC Team Benefi t Trust Funding SPV Share equal

69

to the Unwind Market Value; such specifi c authority being subject to the requirements of paragraph 5.69 of the Listings Requirements having been met in relation to the acquisition made by the Company pursuant to this Special Resolution 9. The specifi c authority granted in terms of this Special Resolution 9 shall be valid until such time as the acquisition contemplated in this Special Resolution 9 has been implemented or it is amended or revoked by another special resolution.”

Pursuant to the Listings Requirements, for this resolution to be passed, votes in favour of the resolution must represent at least 75% of the voting rights exercised at the meeting in respect of this Special Resolution 9 excluding, pursuant to the Listings Requirements and the Companies Act, any votes which may be cast by PPC Team Benefi t Trust Funding SPV.

SPECIAL RESOLUTION 10 – SPECIFIC AUTHORITY TO PROVIDE FINANCIAL ASSISTANCE IN RESPECT OF SETTLEMENT OF OBLIGATIONS ASSOCIATED WITH THE FIRST BEE TRANSACTION

“Resolved as a special resolution that, subject to the passing of Special Resolutions 5, 6, 7, 8, 9, 11 and 12 and Ordinary Resolution 2, to the extent required by sections 44 and 45 of the Companies Act, the Board may, subject to compliance with the requirements of PPC’s MOI, the Companies Act and the Listings Requirements, authorise the Company to provide fi nancial assistance in relation to the settlement of obligations associated with the First BEE Transaction.”

For this resolution to be passed, votes in favour of the resolution must represent at least 75% of the voting rights exercised at the meeting in respect of Special Resolution 10.

SPECIAL RESOLUTION 11 – SPECIFIC AUTHORITY TO PROVIDE FINANCIAL ASSISTANCE TO PPC PHAKAMANI TRUST

“Resolved as a special resolution that, subject to the passing of Special Resolutions 5, 6, 7, 8, 9, 10 and 12 and Ordinary Resolution 2, to the extent required by sections 44 and 45 of the Companies Act, the Board may, subject to compliance with the requirements of PPC’s MOI, the Companies Act and the Listings Requirements, authorise the Company to provide fi nancial assistance to PPC Phakamani Trust and directors or prescribed offi cers of the Company or of a related or inter-related company, that are or will be benefi ciaries of PPC Phakamani Trust, for the purpose of enabling PPC Phakamani Trust to subscribe for the Initial PPC Phakamani Trust Shares, as contemplated in the Circular to which this Notice of General Meeting is attached.”

For this resolution to be passed, votes in favour of the resolution must represent at least 75% of the voting rights exercised at the meeting in respect of Special Resolution 11.

SPECIAL RESOLUTION 12 – SPECIFIC AUTHORITY TO REPURCHASE PPC PHAKAMANI TRUST REPURCHASE SHARES

“Resolved as a special resolution that, subject to the passing of Special Resolutions 5, 6, 7, 8, 9, 10 and 11 and Ordinary Resolution 2, in terms of paragraph 5.67(B) of the Listings Requirements, section 48(8) of the Companies Act and PPC’s MOI, the Company be and is hereby authorised to acquire the PPC Phakamani Trust Repurchase Shares, which are calculated in accordance with the PPC Phakamani Trust Subscription Agreement, for a purchase consideration of R0,01 per PPC Phakamani Trust Repurchase Share; such specifi c authority being subject to the requirements of paragraph 5.69 of the Listings Requirements having been met in relation to the acquisition made by the Company pursuant to this Special Resolution 12. The specifi c authority granted in terms of this Special Resolution 12 shall be valid until such time as the acquisition contemplated in this Special Resolution 12 has been implemented or it is amended or revoked by another special resolution.”

Pursuant to the Listings Requirements, for this resolution to be passed, votes in favour of the resolution must represent at least 75% of the voting rights exercised at the meeting in respect of this Special Resolution 12.

ORDINARY RESOLUTION 1 – WAIVER OF PRE-EMPTIVE RIGHTS IN RESPECT OF ISSUE OF PREFERENCE SHARES

“Resolved as an ordinary resolution that, subject to the passing of Special Resolutions 1, 2 and 3, i n terms of clause 7 of the Current MOI, and to the extent necessary, all and any pre-emption rights which the PPC Shareholders may be entitled to under the Current MOI in connection with the issue of Preference Shares pursuant to the Preference Share Issue Programme, be and are hereby waived to the fullest extent possible.”

70

For this resolution to be passed, votes in favour of the resolution must represent more than 50% of the voting rights exercised at the meeting in respect of Ordinary Resolution 1.

ORDINARY RESOLUTION 2 – ISSUE OF INITIAL PPC PHAKAMANI TRUST SHARES

“Resolved as an ordinary resolution that, subject to the passing of Special Resolutions 5, 6, 7, 8, 9, 10, 11 and 12 , the issue of the Initial PPC Phakamani Trust Shares to PPC Phakamani Trust, on the terms and subject to the conditions set out in the Circular to which this Notice of General Meeting is attached, be and is hereby approved.”

Pursuant to the Listings Requirements, the Company will only be entitled to issue the shares which are the subject of Ordinary Resolution 2 if that resolution is passed by votes, in favour of the resolution, representing at least 75% of the voting rights exercised at the meeting in respect of Ordinary Resolution 2.

VOTING AND PROXIES

On a show of hands, every PPC Shareholder present in person or represented by proxy, entitled to vote at the General Meeting, shall have one vote and, on a poll, every PPC Shareholder entitled to vote at the General Meeting shall have one vote for each PPC Ordinary Share held or represented. Pursuant to the Listings Requirements, shares held by a share trust or scheme will not have their votes taken into account for the purposes of determining whether any resolution has been passed.

PPC Shareholders are reminded that:

• a shareholder entitled to attend and vote at the General Meeting is entitled to appoint a proxy (or more than one proxy) to attend, participate in and vote at the General Meeting in the place of the shareholder and, in this regard, PPC Shareholders are referred to the proxy form attached to this Notice of General Meeting;

• a proxy need not also be a shareholder of the Company.

Certifi cated Shareholders and Dematerialised “own name” Shareholders (whose names appear on the sub-Register maintained by their CSDP or Broker), who are unable to attend the General Meeting and wish to be represented thereat, are requested to complete and return the attached form of proxy (green) in accordance with the instructions contained therein, so as to reach the Transfer Secretaries by no later than 10:00 (South African time) on 14 March 2014. The address of the Transfer Secretaries is inside the front cover of this Circular.

Dematerialised Shareholders (other than those Dematerialised “own name” Shareholders) must advise their CSDP or Broker of their voting instructions should they wish to be represented at the General Meeting. If, however, such Shareholders wish to attend the General 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.

IDENTIFICATION

In terms of section 63(1) of the Companies Act, before any person may attend or participate in the General Meeting, that person must present reasonably satisfactory identifi cation and the person presiding at the General Meeting must be reasonably satisfi ed that the right of the person to participate and vote at the General Meeting, either as a shareholder, or as a proxy for a shareholder, has been reasonably verifi ed. Forms of identifi cation include the presentation of a valid identity document, driver’s licence or passport.

ELECTRONIC PARTICIPATION BY SHAREHOLDERS

Should any PPC Shareholder (or a representative or proxy for a PPC Shareholder) wish to participate in the General Meeting by way of electronic participation, that PPC Shareholder should make an application in writing (including details as to how the PPC Shareholder or its representative (including its proxy) can be contacted) to so participate, to the Transfer Secretaries, at their address above, to be received by the Transfer Secretaries at least seven Business Days prior to the General Meeting (thus 7 March 2014) in order for the Transfer Secretaries to arrange for the PPC Shareholder (or its representative or proxy) to provide reasonably satisfactory identifi cation to the Transfer Secretaries for the purposes of section 63(1) of the Companies Act and for the Transfer Secretaries to provide the PPC Shareholder (or its representative or proxy) with details as to how to access the General Meeting by means of electronic participation. The Company reserves the right not to

71

provide for electronic participation at the General Meeting in the event that it determines that it is not practical to do so, or an insuffi cient number of PPC Shareholders (or their representatives or proxies) request to so participate.

INFORMATION INCLUDED WITH THIS NOTICE OF GENERAL MEETING

A copy of the provisions of sections 115 (Required approval for transactions contemplated in Part) and 164 (Dissenting shareholder appraisal rights) of the Companies Act are included in the Circular after this Notice of General Meeting. The Board is of the view that the appraisal rights in section 164 of the Companies Act do not apply to any aspect of the Transaction. PPC Shareholders are not bound by this view and may independently consider the applicability of section 164.

The independent expert and fairness report has been prepared on the basis described in paragraph 7 of the Circular (see Annexure 3 to the Circular to which this Notice of General Meeting is attached).

By order of the Board

Jaco SnymanCompany Secretary

1 7 February 2014

72

SECTIONS 115 AND 164 OF THE COMPANIES ACT

The Board is of the view that the appraisal rights in section 164 of the Companies Act do not apply to any aspect of the Transaction.

115. Required approval for transactions contemplated in Part

(1) Despite section 65, and any provision of a company’s Memorandum of Incorporation, or any resolution adopted by its board or holders of its securities, to the contrary, a company may not dispose of, or give effect to an agreement or series of agreements to dispose of, all or the greater part of its assets or undertaking, implement an amalgamation or a merger, or implement a scheme of arrangement, unless:

(a) the disposal, amalgamation or merger, or scheme of arrangement:

(i) has been approved in terms of this section; or

(ii) is pursuant to or contemplated in an approved business rescue plan for that company, in terms of Chapter 6; and

(b) to the extent that Parts B and C of this Chapter, and the Takeover Regulations, apply to a company that proposes to:

(i) dispose of all or the greater part of its assets or undertaking;

(ii) amalgamate or merge with another company; or

(iii) implement a scheme of arrangement,

the Panel has issued a compliance certifi cate in respect of the transaction, in terms of section 119(4)(b), or exempted the transaction in terms of section 119(6).

[Para. (b) substituted by s. 71 of Act 3/2011]

(2) A proposed transaction contemplated in subsection (1) must be approved:

(a) by a special resolution adopted by persons entitled to exercise voting rights on such a matter, at a meeting called for that purpose and at which suffi cient persons are present to exercise, in aggregate, at least 25% of all of the voting rights that arc entitled to be exercised on that matter, or any higher percentage as may be required by the company’s Memorandum of Incorporation, as contemplated in section 64(2); and

[Para. (a) substituted by s. 71 of Act 3/2011]

(b) by a special resolution, also adopted in the manner required by paragraph (a), by the shareholders of the company’s holding company if any, if:

(i) the holding company is a company or an external company;

(ii) the proposed transaction concerns a disposal of all or the greater part of the assets or undertaking of the subsidiary; and

(iii) having regard to the consolidated fi nancial statements of the holding company, the disposal by the subsidiary constitutes a disposal of all or the greater part of the assets or undertaking of the holding company; and

[Subpara. (iii) substituted by s. 71 of Act 3/2011]

(c) by the court, to the extent required in the circumstances and manner contemplated in subsections (3) to (6).

(3) Despite a resolution having been adopted as contemplated in subsections (2)(a) and (b), a company may not proceed to implement that resolution without the approval of a court if:

(a) the resolution was opposed by at least 15% of the voting rights that were exercised on that resolution and, within fi ve business days after the vote, any person who voted against the resolution requires the company to seek court approval; or

[Para. (a) substituted by s. 71 of Act 3/2011]

(b) the court, on an application within 10 business days after the vote by any person who voted against the resolution, grants that person leave, in terms of subsection (6), to apply to a court for a review of the transaction in accordance with subsection (7).

[Para. (b) substituted by s. 71 of Act 3/2011]

73

(4) For the purposes of subsections (2) and (3), any voting rights controlled by an acquiring party, a person related to an acquiring party, or a person acting in concert with either of them, must not be included in calculating the percentage of voting rights:

(a) required to be present, or actually present, in determining whether the applicable quorum requirements are satisfi ed; or

(b) required to be voted in support of a resolution, or actually voted in support of the resolution.

[Subs. (4) substituted by s. 71 of Act 3/2011](4A) In subsection (4), “act in concert” has the meaning set out in section 117(1)(b).

[Subs. (4A) inserted by s. 71 of Act 3/2011]

(5) If a resolution requires approval by a court as contemplated in terms of subsection (3)(a), the company must either:

(a) within 10 business days after the vote, apply to the court for approval, and bear the costs of that application; or

[Para. (a) substituted by s. 71 of Act 3/2011]

(b) treat the resolution as a nullity.

(6) On an application contemplated in subsection (3)(b), the court may grant leave only if it is satisfi ed that the applicant-

(a) is acting in good faith;

(b) appears prepared and able to sustain the proceedings; and

(c) has alleged facts which, if proved, would support an order in terms of subsection (7).

(7) On reviewing a resolution that is the subject of an application in terms of subsection (5)(a), or after granting leave in terms of subsection (6), the court may set aside the resolution only if:

(a) the resolution is manifestly unfair to any class of holders of the company’s securities; or

(b) the vote was materially tainted by confl ict of interest, inadequate disclosure, failure to comply with the Act, the Memorandum of Incorporation or any applicable rules of the company, or other signifi cant and material procedural irregularity.

(8) The holder of any voting rights in a company is entitled to seek relief in terms of section 164 if that person-

(a) notifi ed the company in advance of the intention to oppose a special resolution contemplated in this section; and

(b) was present at the meeting and voted against that special resolution.

(9) If a transaction contemplated in this Part has been approved, any person to whom assets are, or an undertaking is, to be transferred, may apply to a court for an order to effect:

(a) the transfer of the whole or any part of the undertaking, assets and liabilities of a company contemplated in that transaction;

(b) the allotment and appropriation of any shares or similar interests to be allotted or appropriated as a consequence of the transaction;

(c) the transfer of shares from one person to another;

(d) the dissolution, without winding-up, of a company, as contemplated in the transaction;

(e) incidental, consequential and supplemental matters that are necessary for the effectiveness and completion of the transaction; or

(f) any other relief that may be necessary or appropriate to give effect to, and properly implement, the amalgamation or merger.

74

164. Dissenting shareholders appraisal rights

(1) This section does not apply in any circumstances relating to a transaction, agreement or offer pursuant to a business rescue plan that was approved by shareholders of a company, in terms of section 152.

(2) If a company has given notice to shareholders of a meeting to consider adopting a resolution to:

(a) amend its Memorandum of Incorporation by altering the preferences, rights, limitations or other terms of any class of its shares in any manner materially adverse to the rights or interests of holders of that class of shares, as contemplated in section 37(8); or

(b) enter into a transaction contemplated in section 112, 113, or 114,

that notice must include a statement informing shareholders of their rights under this section.

(3) At any time before a resolution referred to in subsection (2) is to be voted on, a dissenting shareholder may give the company a written notice objecting to the resolution.

(4) Within 10 business days after a company has adopted a resolution contemplated in this section, the company must send a notice that the resolution has been adopted to each shareholder who-

(a) gave the company a written notice of objection in terms of subsection (3); and

(b) has neither:

(i) withdrawn that notice; or

(ii) voted in support of the resolution.

(5) A shareholder may demand that the company pay the shareholder the fair value for all of the shares of the company held by that person if:

(a) the shareholder:

(i) sent the company a notice of objection, subject to subsection (6); and

(ii) in the case of an amendment to the company’s Memorandum of Incorporation, holds shares of a class that is materially and adversely affected by the amendment;

(b) the company has adopted the resolution contemplated in subsection (2); and

(c) the shareholder:

(i) voted against that resolution; and

(ii) has complied with all of the procedural requirements of this section.

(6) The requirement of subsection (5)(a)(i) does not apply if the company failed to give notice of the meeting, or failed to include in that notice a statement of the shareholders rights under this section.

(7) A shareholder who satisfi es the requirements of subsection (5) may make a demand contemplated in that subsection by delivering a written notice to the company within:

(a) 20 business days after receiving a notice under subsection (4); or

(b) if the shareholder does not receive a notice under subsection (4), within 20 business days after learning that the resolution has been adopted.

(8) A demand delivered in terms of subsections (5) to (7) must also be delivered to the Panel, and must state:

[Words preceding para. (a) substituted by s. 103 of Act 3/2011]

(a) the shareholder’s name and address;

(b) the number and class of shares in respect of which the shareholder seeks payment; and

(c) a demand for payment of the fair value of those shares.

(9) A shareholder who has sent a demand in terms of subsections (5) to (8) has no further rights in respect of those shares, other than to be paid their fair value, unless:

(a) the shareholder withdraws that demand before the company makes an offer under subsection (11), or allows an offer made by the company to lapse, as contemplated in subsection (12)(b);

75

(b) the company fails to make an offer in accordance with subsection (11) and the shareholder withdraws the demand; or

(c) the company, by a subsequent special resolution, revokes the adopted resolution that gave rise to the shareholder’s rights under this section.

[Para. (c) substituted by s. 103 of Act 3/2011]

(10) If any of the events contemplated in subsection (9) occur, all of the shareholder’s rights in respect of the shares are reinstated without interruption.

(11) Within fi ve business days after the later of:

(a) the day on which the action approved by the resolution is effective;

(b) the last day for the receipt of demands in terms of subsection (7)(a);or

(c) the day the company received a demand as contemplated in subsection (7)(b), if applicable, the company must send to each shareholder who has sent such a demand a written offer to pay an amount considered by the company’s directors to be the fair value of the relevant shares, subject to subsection (16), accompanied by a statement showing how that value was determined.

(12) Every offer made under subsection (11):

(a) in respect of shares of the same class or series must be on the same terms; and

(b) lapses if it has not been accepted within 30 business days after it was made.

(13) If a shareholder accepts an offer made under subsection (12):

(a) the shareholder must either in the case of:

(i) shares evidenced by certifi cates, tender the relevant share certifi cates to the company or the company’s transfer agent; or

(ii) uncertifi cated shares, take the steps required in terms of section 53 to direct the transfer of those shares to the company or the company’s transfer agent; and

(b) the company must pay that shareholder the agreed amount within 10 business days after the shareholder accepted the offer and:

(i) tendered the share certifi cates; or

(ii) directed the transfer to the company of uncertifi cated shares.

(14) A shareholder who has made a demand in terms of subsections (5) to (8) may apply to a court to determine a fair value in respect of the shares that were the subject of that demand, and an order requiring the company to pay the shareholder the fair value so determined, if the company has-

(a) failed to make an offer under subsection (11); or

(b) made an offer that the shareholder considers to be inadequate, and that offer has not lapsed.

(15) On an application to the court under subsection (14):

(a) all dissenting shareholders who have not accepted an offer from the company as at the date of the application must be joined as parties and are bound by the decision of the court;

(b) the company must notify each affected dissenting shareholder of the date, place and consequences of the application and of their right to participate in the court proceedings; and

(c) the court:

(i) may determine whether any other person is a dissenting shareholder who should be joined as a party;

(ii) must determine a fair value in respect of the shares of all dissenting shareholders, subject to subsection (16);

(iii) in its discretion may:

(aa) appoint one or more appraisers to assist it in determining the fair value in respect of the shares; or

76

(bb) allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective, until the date of payment;

(iv) may make an appropriate order of costs, having regard to any offer made by the company, and the fi nal determination of the fair value by the court; and

(v) must make an order requiring:

(aa) the dissenting shareholders to either withdraw their respective demands or to comply with subsection (13)(a); and

[Item (aa) substituted by s. 103 of Act 3/2011](bb) the company to pay the fair value in respect of their shares to each dissenting shareholder

who complies with subsection (13)(a), subject to any conditions the court considers necessary to ensure that the company fulfi ls its obligations under this section.

(15A) At any time before the court has made an order contemplated in subsection (15)(c)(v), a dissenting shareholder may accept the offer made by the company in terms of subsection (11), in which case:

(a) that shareholder must comply with the requirements of subsection 13(a); and

(b) the company must comply with the requirements of subsection 13(b).

[Subs. (15A) inserted by s. 103 of Act 3/2011]

(16) The fair value in respect of any shares must be determined as at the date on which, and time immediately before, the company adopted the resolution that gave rise to a shareholder’s rights under this section.

(17) If there are reasonable grounds to believe that compliance by a company with subsection (13)(b), or with a court order in terms of subsection (15)(c)(v)(bb), would result in the company being unable to pays its debts as they fall due and payable for the ensuing 12 months:

(a) the company may apply to a court for an order varying the company’s obligations in terms of the relevant subsection; and

(b) the court may make an order that:

(i) is just and equitable, having regard to the fi nancial circumstances of the company; and

(ii) ensures that the person to whom the company owes money in terms of this section is paid at the earliest possible date compatible with the company satisfying its other fi nancial obligations as they fall due and payable.

(18) If the resolution that gave rise to a shareholder’s rights under this section authorised the company to amalgamate or merge with one or more other companies, such that the company whose shares are the subject of a demand in terms of this section has ceased to exist, the obligations of that company under this section are obligations of the successor to that company resulting from the amalgamation or merger.

(19) For greater certainty, the making of a demand, tendering of shares and payment by a company to a shareholder in terms of this section do not constitute a distribution by the company, or an acquisition of its shares by the company within the meaning of section 48, and therefore are not subject to-

(a) the provisions of that section; or

(b) the application by the company of the solvency and liquidity test set out in section 4.

(20) Except to the extent:

(a) expressly provided in this section; or

(b) that the Panel rules otherwise in a particular case,

a payment by a company to a shareholder in terms of this section docs not obligate any person to make a comparable offer under section 125 to any other person.

[Subs. (20) inserted by s. 103 of Act 3/2011]

PPC Ltd(Incorporated in the Republic of South Africa on 22 April 1892)

Registration number 1892/000667/06Share code: PPC ISIN: ZAE000170049

(“PPC” or the “Company”)

FORM OF PROXY

For use only by PPC Shareholders holding Certifi cated Shares in the Company and holders of Dematerialised Shares in the Company held through a CSDP and who have elected “own name” registration in the Register maintained by the CSDPs, at the General Meeting to be held at 1 0:00 at PPC’s head offi ce, 148 Katherine Street, Corner Grayston and Katherine Streets, Sandton, Gauteng on 1 8 March 2014 or at any adjournment thereof.

If you are a PPC Shareholder entitled to attend, speak at and vote at the General Meeting you can appoint a proxy or proxies to attend, vote and speak in your stead. A proxy need not be a shareholder of the Company.

If you are a holder of PPC Ordinary Shares in the Company and have Dematerialised your PPC Ordinary Shares through a CSDP or Broker (and have not selected “own name” registration in the sub-Register maintained by a CSDP or Broker), do not complete this form of proxy but instruct your CSDP or Broker to issue you with the necessary letter of representation to attend the General Meeting, or if you do not wish to attend, provide your CSDP or Broker with your voting instructions in terms of your custody agreement entered into with it.

I/We

(full names in BLOCK LETTERS)

of

(address)

being a holder/s of PPC Ordinary Shares, hereby appoint (see note 2)

1. of (or failing him/her)

2. of (or failing him/her)

the Chairman of the Company or failing him the Chairman of the General Meeting, as my/our proxy to attend, speak, and on a poll to vote or abstain from voting on my/our behalf at the General Meeting which will be held for the purpose of considering and, if deemed fi t, passing, with or without modifi cation, the special and ordinary resolutions to be proposed thereat and at any adjournment thereof.

Number of votes (one per share)

In favour Against Abstain

Special Resolution 1 – Approval of stated capital increase

Special Resolution 2 – Amendment of MOI

Special Resolution 3 – Placing Preference Shares under the control of the Directors in respect of the Initial Issue

Special Resolution 4 – Placing Preference Shares under the control of the Directors in respect of Subsequent Issues

Special Resolution 5 – Specifi c authority to acquire the PPC Black Managers Trust Shares

Special Resolution 6 – Specifi c authority to acquire the PPC Community Trust Funding SPV Shares

Special Resolution 7 – Specifi c authority to acquire the PPC Construction Industry Associations Trust Funding SPV Shares

Number of votes (one per share)

In favour Against Abstain

Special Resolution 8 – Specifi c authority to acquire the PPC Education Trust Funding SPV Shares

Special Resolution 9 – Specifi c authority to acquire the PPC Team Benefi t Trust Funding SPV Shares

Special Resolution 10 – Specifi c authority to provide fi nancial assistance, in respect of settlement of obligations associated with the First BEE Transaction

Special Resolution 11 – Specifi c authority to provide fi nancial assistance to PPC Phakamani Trust and directors or prescribed offi cers of the Company or of a related or inter-related company, that are or will be benefi ciaries of PPC Phakamani Trust

Special Resolution 12 – Specifi c authority to repurchase the PPC Phakamani Trust Repurchase Shares

Ordinary Resolution 1 – Waiver of pre-emptive rights in respect of the issue of Preference Shares

Ordinary Resolution 2 – Issue of 34 480 503 PPC Ordinary Shares to PPC Phakamani Trust

Note: Please indicate with an “x” in the spaces above how you wish your votes to be cast.

Signed at this day of 2014

Signature

Notes:

1. A PPC Shareholder is entitled to appoint one or more proxies (none of whom need be a shareholder of the Company) to attend, speak and vote or abstain from voting in the place of that PPC Shareholder at the General Meeting.

2. A PPC Shareholder may therefore insert the name of a proxy or the names of two alternative proxies of the PPC Shareholder’s choice in the space provided, with or without deleting the words “the Chairman of the Company or failing him the Chairman of the General Meeting”. The person whose name appears fi rst on the proxy form and who is present at the General Meeting will be entitled to act as proxy to the exclusion of those whose names follow.

3. A PPC Shareholder’s instructions to the proxy must be indicated by the insertion of an “X” in the appropriate box. Failure to comply with the above will be deemed to authorise the Chairman of the Company or failing him the Chairman of the General Meeting, if he is the authorised proxy, to vote in favour of resolutions at the General Meeting, or any other proxy to vote or abstain from voting at the General Meeting as he deems fi t, in respect of the PPC Shareholder’s total holding.

4. The completion and lodging of this form of proxy will not preclude a PPC Shareholder from attending the General Meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such PPC Shareholder wish to do so.

5. In case of joint holders, the vote of the most senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, for which purpose seniority will be determined by the order in which the names appear on the Company’s Register of PPC Shareholders in respect of the joint holding.

6. If a PPC Shareholder does not indicate on this form of proxy that his/her proxy is to vote in favour of or against any resolution or to abstain from voting, or gives contradictory instructions, or should any further resolution(s) or any amendment(s) which may properly be put before the General Meeting be proposed, the proxy shall be entitled to vote as he/she thinks fi t.

7. The Chairman of the General Meeting may reject or accept any form of proxy which is completed and/or received otherwise than in accordance with these notes.

8. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form of proxy unless previously recorded by the Company’s Transfer Secretaries or waived by the Chairman of the General Meeting.

9. Any alteration or correction to this form of proxy must be initialled by the signatory/ies, other than the deletion of alternatives.

10. It is requested that forms of proxy be lodged with or posted to the Transfer Secretaries, to be received by no later than 10:00 on 14  March  2014.

11. Where a form of proxy is signed under power of attorney, such power of attorney must accompany this form of proxy, unless it has been registered by PPC or the Transfer Secretaries or waived by the Chairman of the General Meeting.

12. A minor PPC Shareholder must be assisted by his/her parent/guardian, unless the relevant documents establishing his/her legal capacity are produced or have been registered by PPC or the Transfer Secretaries.

13. A vote given in terms of an instrument of proxy shall be valid in relation to the General Meeting, notwithstanding the death, insanity or other legal disability of the person granting it, or the revocation of the proxy, or the transfer of the shares in respect of which the proxy is given, unless notice as to any of the aforementioned matters shall have been received by the Transfer Secretaries not less than twenty-four hours before the commencement of the General Meeting, or at any adjournment thereof.

14. A proxy may not delegate his/her authority to act on behalf of the relevant PPC Shareholder, to another person.

15. Unless revoked, an appointment of a proxy pursuant to this form of proxy remains valid only until the end of the General Meeting or any adjournment of the General Meeting.

16. Summary of applicable rights established in terms of Section 58 of the Companies Act can be found on page 79 of this Circular.

79

SUMMARY OF APPLICABLE RIGHTS ESTABLISHED IN TERMS OF SECTION 58 OF THE COMPANIES ACT AS REQUIRED BY SECTION 58(8)(b)(i) OF THE COMPANIES ACTFor purposes of this summary, the term “shareholder” shall have the meaning ascribed thereto in section 57(1) of the Companies Act.1. At any time, a shareholder of a company is entitled to appoint any individual, including an individual who

is not a shareholder of that company, as a proxy to participate in, speak and vote at a shareholders meeting on behalf of the shareholder.

2. A proxy appointment must be in writing, dated and signed by the relevant shareholder.3 Except to the extent that the memorandum of incorporation of a company provides otherwise:

3.1 a shareholder of the relevant company may appoint two or more persons concurrently as proxies, and may appoint more than one proxy to exercise voting rights attached to different securities held by such shareholder; and

3.2 a copy of the instrument appointing a proxy must be delivered to the relevant company, or to any other person on behalf of the relevant company, before the proxy exercises any rights of the shareholder at a shareholders meeting.

4. Irrespective of the form of instrument used to appoint a proxy:4.1 the appointment of the proxy is suspended at any time and to the extent that the shareholder who

appointed that proxy chooses to act directly and in person in the exercise of any rights as a shareholder of the relevant company; and

4.2 should the instrument used to appoint a proxy be revocable, a shareholder may revoke the proxy appointment by cancelling it in writing, or making a later inconsistent appointment of a proxy, and delivering a copy of the revocation instrument to the proxy and the relevant company.

5. The revocation of a proxy appointment constitutes a complete and fi nal cancellation of the proxy’s authority to act on behalf of the relevant shareholder as of the later of the date:5.1 stated in the revocation instrument, if any; or5.2 upon which the revocation instrument is delivered to the proxy and the relevant company as required

in section 58(4) (c) (ii) of the Companies Act.6. Should the instrument appointing a proxy or proxies have been delivered to the relevant company, as long

as that appointment remains in effect, any notice that is required by the Companies Act or the relevant company’s memorandum of incorporation to be delivered by such company to the shareholder must be delivered by such company to:6.1 the shareholder, or6.2 the proxy or proxies if the shareholder has in writing directed the relevant company to do so and has

paid any reasonable fee charged by the company for doing so.7. A proxy is entitled to exercise, or abstain from exercising, any voting right of the relevant shareholder

without direction, except to the extent that the memorandum of incorporation of the relevant company or the instrument appointing the proxy provide otherwise.

8. If a company issues an invitation to shareholders to appoint one or more persons named by such company as a proxy, or supplies a form of instrument for appointing a proxy:8.1 such invitation must be sent to every shareholder who is entitled to receive notice of the meeting

at which the proxy is intended to be exercised;8.2 the company must not require that the proxy appointment be made irrevocable; and8.3 the proxy appointment remains valid only until the end of the relevant meeting at which it was

intended to be used, unless revoked as contemplated in section 58(5) of the Companies Act.

80 PRINTED BY INCE (PTY) LTD REF. W2CF17154