Sibiya/PPC seeks a compromise solution to board wars

Statement issued by PPC on the 3rd of December 2014., Titled “Notice of Cancellation of General Meeting Scheduled for Monday, 8 December 2014”

Shareholders are hereby notified that following discussions initiated by Mr Sibiya with a number of shareholders including the Requisitionists, the board
of directors of PPC has decided to embark on a process that, in its collective judgment, is much more likely to achieve the best outcome for the Company and all of its shareholders. In taking into account the views of the shareholders, the Board has also considered key corporate governance principles. In light of the above, the Requisitionists have delivered to the Company a withdrawal notice in respect of the Requisitioned Meeting.
The Requisitioned Meeting is hereby cancelled. Therefore, shareholders no longer need to act in accordance with the instructions contained in the notice
for the Requisitioned Meeting, set out in the Requisition Announcement.
To give effect to the above, the Board has decided to embark on a process of reconstituting the Board at the upcoming annual general meeting on Monday, 26
January 2015, based on the following principles:

  • compliance with the Companies Act, 2008, the JSE Listings Requirements and the King Code of Governance Principles, more especially Chapter 2, Principle 2.22, that has as its principal objective the constitution of a Board that has maximum shareholder support;
  • ensuring expertise   and    experience,   continuity, transformation and diversity and renewal;
  • ensuring the continuation of and the execution of the Company’s vision to
    expand PPC’s footprint into other high growth emerging markets and more particularly its African growth strategy;
  • maintain and enhance the productive capacity of the South African operations; and
  • ensuring a dynamic, energetic, functional and cohesive Board.

Accordingly, in reconstituting the Board:

  • the nomination process will be managed by the current Nominations committee of the Board. A senior Advocate from
    the Johannesburg Bar will act as an independent observer to the Nominations Committee to ensure transparency during the evaluation of
    nominations to the Board;
  • the reconstituted Board will consist of 12 non-executive directors and shall not include any current or former permanent executive directors of PPC who have served as such within the 10 year period immediately
    preceding the date of the AGM;
  • in the interest of continuity and good corporate governance, six of the current non-executive directors of the Board, namely:

Mr Bhekokuhle“Bheki” Lindinkosi Sibiya (Executive Chairman)*;
Mr Sibiya has agreed to lead the Board through the transition phase, but has indicated that as soon as stability has been established on the Board, he
intends stepping down as Executive Chairman and a member of the Board.

Ms Zibusiso “Zibu” Kganyago will act as Mr Sibiya’s alternate non-executive director following the AGM and during the course of the transitional period.
Once Mr Sibiya steps down as Executive Chairman and member of the Board, Ms Kganyago will succeed him as a non-executive director by means of a filling of a vacancy by the Board in terms of the Company’s memorandum of incorporation.

Mr Mangalani Peter Malungani (Strategic Black Partner representative and         Chairman of Deal Committee);

Mr Sydney Knox Mhlarhi (Strategic Black Partner representative);

Mr Timothy “Tim” Dacre Aird Ross (Lead Independent Director and Chairman
of Audit Committee and Nominations Committee);

Mr Todd Moyo (Chairman of the board of directors of PPC Zimbabwe); and

Ms Bridgette Modise (Non-Executive Director and Chairman of the Risk and Compliance committee), will remain on the Board, while a number of the current non-executive Directors of PPC, in an effort to facilitate this process of reconstituting the Board, have offered not to make themselves available for re-election at the AGM;

The remaining six members of the reconstituted Board will be elected by shareholders at the AGM from a list of nominees which will be proposed by the Nominations Committee; any shareholder shall have the right to nominate a candidate for consideration by the Nominations Committee in the manner set out in paragraph 6 below, having due regard to the principles set out in paragraph 4 above – in this regard, the Requisitionists have notified the Board that they will submit for nomination to the Nominations Committee, the following individuals:

  • Dr Claudia Estelle Manning;
  • Ms Gesina Trix Coetzer;
  • Mr Robert Michael “Bobby” Godsell;
  • Mr Peter Gil Nelson;
  • Ms Itumeleng Tumi Dlamini; and
  • Mr Keshan Pillay.

Shareholders other than the Requisitionists wishing to nominate a candidate for  consideration by the Nominations Committee, must submit by email such nomination accompanied by: a full curriculum vitae of such candidate; and, a letter of such candidate onfirming his/her availability, by no later than 16:00 (SAST) Monday 8 December.

The Board, acting through the Nominations Committee,

  • shall select a maximum of 12 candidates from the number of nominees received from shareholders, based on the principles set out in paragraph 4
    above; and
  • shall table for election by shareholders at the AGM, the 12 nominees to fill the remaining six non-executive director positions on the Board.

As it is deemed in the best interest of the Company to select a new CEO at the earliest possible date, the current Board will continue the selection process which could be completed prior to the AGM. The re-constituted Board of 12, comprising only of non-executive directors and the newly appointed CEO shall, as soon as reasonably possible following the AGM, appoint any other executive to the Board in accordance with the JSE Listings Requirements.
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