PPC LIMITED — AGM Information 2023

Jul 28, 2023

Notice of annual general meeting 2023

Driving performance to sustain our purpose

CONTENTS

• Notice of annual general meeting
• Electronic participation in the AGM
• Form of proxy
• Summary of the rights of a shareholder
• Curricula Vitarum
• Notice to Zimbabwean shareholders
• Summarised audited annual financial statements 2023
• IBC Administration
• IBC Forward looking statements

NOTICE OF ANNUAL GENERAL MEETING

PPC Ltd

Incorporated in the Republic of South Africa (Registration No: 1892/000667/06) JSE / ZSE share code: PPC ISIN: ZAE000170049 (PPC) or (the company) or (the group)

Notice is hereby given that the 131st annual general meeting (AGM) of the company will be held at 12:00 on Wednesday, 6 September 2023; physically, in person at the company's offices, First Floor, 5 Parks Boulevard, Oxford Parks, Dunkeld, Johannesburg, 2196, South Africa; and virtually through electronic participation, as provided for by the Johannesburg Stock Exchange Limited (JSE), the Companies Act 71 of 2008, as amended (Companies Act), and the company's memorandum of incorporation (MoI), to consider the following business and, if deemed fit, to approve, with or without modification, the ordinary and special resolutions set out herein.

Should any shareholder (or a representative or proxy for a shareholder) wish to participate in and/or vote at the AGM by way of electronic participation, such shareholder must either:

• (i) register online using the online registration portal at https://meetnow.global/za, prior to the commencement of the AGM; or
• (ii) make a written application (the form of which is attached to this notice of the company's AGM (notice)) to so participate, by delivering the application form to the transfer secretaries, being Computershare Investor Services Proprietary Limited (Computershare), at First Floor, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, or posting it to Private Bag X9000, Saxonwold, 2132 (at the risk of the shareholder), or sending it by email to proxy@computershare.co.za, so as to be received by the transfer secretaries by no later than 12:00 on Monday, 4 September 2023, in order for the transfer secretaries to arrange such participation for the shareholder and for the transfer secretaries to provide the shareholder with the details as to how to access the AGM by means of electronic participation. Shareholders may still register/apply to participate in and/or vote electronically at the AGM after this date, provided, however, that those shareholders are verified (as required in terms of section 63(1) of the Companies Act) and are registered at the commencement of the AGM.

For the avoidance of doubt, dematerialised shareholders without "own name" registration would still need to submit their voting instructions via their Central Securities Depository Participants (CSDP) or broker or obtain a letter of representation from their CSDP or broker to participate in and/or vote at the AGM electronically.

NOTICE OF ANNUAL GENERAL MEETING continued

In terms of section 63(1) of the Companies Act, any person participating in the AGM must present reasonably satisfactory identification and the person presiding at the AGM must be reasonably satisfied that the right of any person to participate in and vote (whether as a shareholder or as a representative or proxy for a shareholder) has been reasonably verified. Shareholders of the company who wish to participate in the AGM electronically should provide such identification when making a written application to so participate.

Shareholders will be liable for their own network charges and it will not be for the expense of PPC or Computershare. Neither PPC nor Computershare can be held accountable in the case of loss of network connectivity or network failure including, but not limited to, insufficient airtime, internet connectivity, and power outages, which would prevent you from voting or participating in the virtual AGM.

SALIENT DATES AND TIMEs

The salient dates and times applicable to the 131st AGM, are set out below:

	2023
Announce and post the notice to attend PPC's AGM on	Friday, 28 July
Record the date to receive the notice of AGM	Friday, 21 July
Last day to trade to be recorded in the register to vote
at the AGM	Tuesday, 29 August
Record date to be eligible to vote at the AGM (voting record date)	Friday, 1 September
Last day to lodge forms of proxy for the AGM by 12:00	Monday, 4 September
AGM to be held at 12:00	Wednesday, 6 September
Results of AGM released via stock exchange news service (SENS)
on	Wednesday, 6 September

Notes:

• 1. The above dates and times are subject to amendment. Any such amendment will be released via SENS.
• 1. All times given are local times in South Africa.
• 1. Any forms of proxy not delivered to the meeting secretaries by 12:00 on Monday, 4 September 2023 may be emailed to proxy@computershare.co.za and will be handed to the chair of the AGM immediately before the appointed proxy exercises any of the shareholder's rights at the AGM.

Reports available online

i The following documents are available online at www.ppc.africa:

• Notice of AGM 2023, including the summarised audited annual financial statements of the company and its subsidiaries for the year ended 31 March 2023, which have been distributed to all the registered shareholders of the company;
• Integrated annual report 2023 (IAR), which includes;
  • The governance report 2023;
  • The social and ethics committee report 2023, as required in terms of Regulation 43(5)(c) of the Companies Regulations, 2011;
  • The remuneration policy and remuneration implementation report 2023;
  • The PPC BBBEE certificate, and BBBEE compliance certificate; and
  • Audited Annual Financial Statements for the year ended 31 March 2023

ORDINARY BUSINESS

The percentage of voting rights that will be required for the adoption of each ordinary resolution is more than 50% (fifty percent) of the voting rights exercised on the resolution.

SOCIAL AND ETHICS COMMITTEE REPORT

In accordance with Regulation 43(5)(c) of the Companies Regulations, 2011 promulgated under the Companies Act, a member of the social and ethics committee (the committee) is required to report to shareholders on the matters within the mandate of the committee. The committee's report is contained on pages 101 to 105 of the 2023 IAR.

PRESENTATION OF ANNUAL FINANCIAL STATEMENTS

The consolidated audited annual financial statements (AFS) of the company and its subsidiaries, incorporating the reports of the independent auditor and the audit, risk and compliance committee (ARCC) and the directors, for the year ended 31 March 2023, as approved by the board of directors of the company (board) on 25 June 2023 and published on PPC's website on 26 June 2023, a summary of which is attached to this AGM notice, are hereby presented to the shareholders as required in terms of section 30(3)(d), read with section 61(8)(a), of the Companies Act.

NOTICE OF ANNUAL GENERAL MEETING continued

ORDINARY RESOLUTIONS NUMBERS 1.1 TO 1.3 – RE-ELECTION OF RETIRING DIRECTORS

These ordinary resolutions are to re-elect, each by way of a separate resolution, the following independent non-executive directors (NEDs) who retire by rotation in accordance with article 25.6.1 of the company's MoI but, being eligible to do so, offer themselves for re-election:

• 1.1 Resolved that Ms N Gobodo, an independent NED who is required to retire as a director of the company at this AGM be and is hereby re-elected, in terms of section 68(1) of the Companies Act and article 25.2 of the MoI, as an independent NED of the company with immediate effect; and
• 1.2 Resolved that Mr C Naude, an independent NED who is required to retire as a director of the company at this AGM be and is hereby re-elected, in terms of section 68(1) of the Companies Act and article 25.2 of the MoI, as an independent NED of the company with immediate effect; and
• 1.3 Resolved that Mr MR Thompson, an independent NED who is required to retire as a director of the company at this AGM be and is hereby re-elected, in terms of section 68(1) of the Companies Act and article 25.2 of the MoI, as an independent NED of the company with immediate effect.

Explanatory note

In terms of article 25.6.1 of the company's MoI, one-third of the company's NEDs are required to retire at every AGM. A retiring director is entitled to offer him/herself for re-election. Ms Gobodo, Mr Naude and Mr Thompson, who were identified to retire, have offered themselves for re-election and the board, through its reward and talent committee (RTC), has recommended their re-election. A brief CV of each director appears on pages 22 and 23 of this AGM notice.

The percentage of voting rights required for ordinary resolutions number 1.1 to 1.3 to be adopted is more than 50% (fifty percent) of the voting rights exercised in favour of the resolution by shareholders present at the AGM or represented by proxy and entitled to exercise voting rights on the resolution.

ORDINARY RESOLUTION NUMBERS 2.1 TO 2.3 – APPOINTMENT OF MEMBERS OF THE AUDIT, RISK AND COMPLIANCE COMMITTEE (ARCC)

To appoint, each by way of a separate resolution, the following independent NEDs as members of the ARCC:

• 2.1 Resolved that subject to the passing of ordinary resolution number 1.1, Ms N Gobodo, who is an independent NED of the company, be and is hereby elected as a member of the ARCC with immediate effect to hold office until the next AGM.
• 2.2 Resolved that Ms N Mkhondo, who is an independent NED of the company, be and is hereby elected as a member of the ARCC with immediate effect to hold office until the next AGM.
• 2.3 Resolved that subject to the passing of ordinary resolution number 1.3, Mr MR Thompson, who is an independent NED of the company, be and is hereby elected as a member of the ARCC with immediate effect to hold office until the next AGM.

Explanatory note

In terms of section 94(2) of the Companies Act, at each AGM, the company is required to elect an audit committee comprising at least three members, each of whom must satisfy the requirements set out in section 94(4) of the Companies Act.

The board, through the RTC, has recommended the election of Ms Gobodo, Ms Mkhondo and Mr Thompson to the ARCC for the financial year ending 31 March 2024. The RTC and the board are satisfied that each member meets the requirements of section 94(4) of the Companies Act and that each member meets the minimum qualification requirements for a member of an audit committee, and that they, together, have adequate relevant knowledge and experience to equip the audit committee to perform its functions. A brief CV of each member appears on pages 22 and 23 of this AGM notice.

The percentage of voting rights required for each of ordinary resolutions numbers 2.1 to 2.3 to be adopted is more than 50% (fifty percent) of the voting rights exercised in favour of the resolution by shareholders present at the AGM or represented by proxy and entitled to exercise voting rights on the resolution.

NOTICE OF ANNUAL GENERAL MEETING continued

ORDINARY RESOLUTION NUMBER 3 – APPOINTMENT OF EXTERNAL AUDITOR

Resolved that PricewaterhouseCoopers (PwC) be and is hereby appointed as independent external auditors of the company to hold office from this AGM until the conclusion of the next AGM of the company, with Mr Nqaba (Q) Ndiweni (IRBA Registration number: 505807) from PwC as the individual designated auditor, who will undertake the audit of the company for the financial year ending 31 March 2024, as required by section 90(1) of the Companies Act and as recommended by the ARCC.

Explanatory note

In terms of section 90(1) of the Companies Act, the auditor of the company must be appointed at the AGM each year. To be appointed as auditor, the auditor must satisfy the requirements of section 90(2) of the Companies Act and section 22 of the JSE Listings Requirements. The ARCC and the board (based on the findings and recommendations of the ARCC) are satisfied that PwC meets the requirements of section 90(2) of the Companies Act and section 22 of the JSE Listings Requirements.

Accordingly, the ARCC and the board have proposed the appointment of PwC as independent auditor of the company for the period ending 31 March 2024 to hold office until the conclusion of the next AGM with Mr Nqaba (Q) Ndiweni (IRBA Registration number: 505807) as a designated auditor.

The percentage of voting rights required for ordinary resolution number 3 to be adopted is more than 50% (fifty percent) of the voting rights exercised in favour of the resolution by shareholders present at the AGM or represented by proxy and entitled to exercise voting rights on the resolution.

ORDINARY RESOLUTIONS NUMBERS 4.1 AND 4.2 – NON-BINDING ADVISORY ENDORSEMENTS OF THE COMPANY'S REMUNERATION POLICY AND REMUNERATION IMPLEMENTATION REPORT

For shareholders to endorse, through a non-binding advisory vote, PPC's remuneration policy and remuneration implementation report.

• 4.1 Resolved that the company's remuneration policy, as set out in the remuneration report from pages 114 to 120 of the IAR, be and is hereby endorsed through a non-binding advisory vote, in accordance with the recommendations of King IV.
• 4.2 Resolved that the company's remuneration implementation report in relation to the remuneration policy, as set out in the remuneration report from pages 121 to 126 of the IAR, be and is hereby endorsed through a non-binding advisory vote in accordance with the recommendations of King IV.

Explanatory note

In terms of principle 14 of King IV, the company's remuneration policy and implementation report should be tabled to the shareholders to endorse the non-binding advisory vote in the same manner as any other ordinary resolution tabled at the AGM. However, failure to endorse the non-binding advisory votes will not have any legal consequences for existing arrangements.

The percentage of voting rights required for ordinary resolutions numbers 4.1 and 4.2 to be endorsed as non-binding advisory votes is more than 50% (fifty percent), of the voting rights exercised by shareholders present at the AGM or represented by proxy and entitled to exercise their voting rights.

In the event that 25% (twenty-five percent) or more of the votes are cast against ordinary resolutions numbers 4.1 and/or 4.2, the company undertakes to engage with dissenting shareholders as to the reasons for their vote and to appropriately address legitimate and reasonable objections and concerns that may be raised during this process.

ORDINARY RESOLUTION NUMBER 5 – AUTHORITY TO IMPLEMENT RESOLUTIONS

Resolved that any director or the company secretary of the company shall be authorised and empowered to do all such things and sign all such documents and take all such actions as they consider necessary, to implement the resolutions set out in this notice.

SPECIAL BUSINESS

The percentage of voting rights that will be required for the adoption of each special resolution is at least 75% (seventy-five percent) of the voting rights exercised on the resolution.

SPECIAL RESOLUTIONS NUMBERS 1.1 AND 1.2 – FINANCIAL ASSISTANCE IN TERMS OF SECTIONS 44 AND 45

1.1 Financial assistance for the subscription of securities in terms of section 44 Resolved that the board may, to the extent required, in terms of and subject to section 44 of the Companies Act and the company's MoI authorise the company to provide financial assistance by way of a loan, guarantee, the provision of security or otherwise, to its subsidiaries and interrelated companies (excluding any director or prescribed officer of the company, or a person related to such director or prescribed officer), for the purpose of, or in connection with, the subscription of any option, or any securities, issued or to be issued by the company or a related or interrelated company, or for the purchase of any securities of the company or a related or interrelated company, subject to the terms and conditions of section 44 of the

NOTICE OF ANNUAL GENERAL MEETING continued

Companies Act. No such financial assistance may be provided at any time in terms of this authority after the expiry of two years from the date of the adoption of this special resolution.

Explanatory note

The purpose of this special resolution number 1.1 is to grant the board the authority to authorise the company to provide financial assistance by way of a loan, guarantee, the provision of security, or otherwise to its subsidiaries and interrelated companies (excluding any director or prescribed officer of the company, or a person related to such director or prescribed officer), for the purpose of, or in connection with, the subscription of any option, or any securities, issued or to be issued by the company or a related or interrelated company, or for the purchase of any securities of the company or a related or interrelated company as contemplated in section 44 of the Companies Act.

The directors undertake that prior to the company providing the financial assistance as contemplated in section 44 of the Companies Act, the company will have satisfied the solvency and liquidity test as set out in section 4 of the Companies Act (solvency and liquidity test) and that the terms under which the financial assistance is proposed to be given are fair and reasonable to the company.

1.2 Financial assistance in terms of section 45 to related and interrelated companies or corporations

Resolved that in terms of section 45(3)(a)(ii) of the Companies Act, shareholders of the company hereby approve of the company providing, at any time during the period of 2 (two) years from the date of passing this special resolution, any direct or indirect financial assistance as contemplated in section 45 of the Companies Act to any 1 (one) or more related or interrelated companies or corporations of the company and/or to any 1 (one) or more members of any such related or interrelated company or corporation and/or to any 1 (one) or more persons related to any such company or corporation, provided that:

a. The recipient or recipients of such financial assistance, the form, nature and extent of such financial assistance and the terms and conditions under which such financial assistance is to be provided, are determined by the board from time to time

• b. The board may not authorise the company to provide any financial assistance pursuant to this special resolution unless all the requirements of section 45 of the Companies Act to authorise the company to provide such financial assistance have been fulfilled
• c. Such financial assistance to a recipient is, in the opinion of the board, required for the purpose of (i) meeting all or any of such recipient's operating expenses (including capital expenditure), and/or (ii) funding the growth, expansion, reorganisation or restructuring of the businesses or operations of such recipient, and/or (iii) funding such recipient for any other purpose which, in the opinion of the board, is directly or indirectly in the interests of the company

Explanatory note

The reason for special resolution number 1.2 is that the company advances loans and other financial assistance to subsidiaries and other related companies or corporations in its group. Shareholders are required to pass special resolution number 1.2 to approve the company providing such financial assistance, subject to the board performing the solvency and liquidity test and subject further to the financial assistance falling within the category of assistance mentioned in sub-paragraph (c) of special resolution number 1.2 above.

The percentage of voting rights required for special resolutions number 1.1 and 1.2 to be adopted is at least 75% (seventy-five percent) of the voting rights exercised in favour of the resolution by shareholders present at the AGM or represented by proxy and entitled to exercise voting rights on the resolution.

NOTICE OF ANNUAL GENERAL MEETING continued

SPECIAL RESOLUTIONS NUMBERS 2.1 TO 2.12 – PRE-APPROVAL OF REMUNERATION OF NEDS

Resolved to approve, in terms of section 66(8) of the Companies Act, read with section 66(9), the remuneration to the NEDs, each by way of a separate special resolution, for their services to the company, as follows:

			Base feefor period1 September2023 to31 August 2024(excluding VAT)	Base feefor period1 September2022 to31 August 2023(excluding VAT)
2.1	Board	Chair	1 342 936,40	1 291 285
2.2	Board	Each NED	326 564,16	314 004
2.3	Audit risk and compliancecommittee (ARCC)	Chair	304 286,32	292 583
2.4	ARCC	Each NED	154 815,44	148 861
2.5	Social, ethics and transformationcommittee (SETCO)	Chair	224 603,86	218 062
2.6	SETCO	Each NED	110 556,08	107 336
2.7	Reward and talent committee(RTC)	Chair	228 986,16	220 179
2.8	RTC	Each NED	112 713,12	108 378
2.9	Strategy and investmentcommittee (S&IC)	Chair	224 603,86	218 062
2.10	S&IC	Each NED	110 556,08	107 336
2.11	Attendance fee for specialmeetings	Chair	42 600	42 600
2.12	Attendance fee for specialmeetings	Member	21 300	21 300

Explanatory note

In terms of section 66(8), read with section 66(9) of the Companies Act, except to the extent that the MoI provides otherwise, the company may pay remuneration to its directors for their service as directors and any such remuneration must be approved by special resolution of shareholders within the previous two years.

The percentage of voting rights required for each of the special resolutions numbered 2.1 to 2.12 to be adopted is at least 75% (seventy-five percent) of the voting rights exercised in favour of the resolution by shareholders present at the AGM or represented by proxy and entitled to exercise voting rights on the resolution.

SPECIAL RESOLUTION NUMBER 3 – GENERAL AUTHORITY TO REPURCHASE SHARES

Resolved that the board is hereby authorised by way of a renewable general authority, in terms of the provisions of the JSE Listings Requirements, the Listings Requirements of the Zimbabwe Stock Exchange (ZSE), the Companies Act and otherwise as permitted in the MoI, to approve a repurchase of ordinary shares of the company by the company and any of its subsidiaries, on such terms and conditions and in such amounts as the board may from time to time determine and provided that:

• In relation to repurchases effected through the JSE trading system:
  • a. Any such repurchase of ordinary shares will be effected through the order book operated by the JSE trading system, including the trading system operated by the ZSE and done without any prior understanding or arrangement between the company and/or any of its subsidiaries and the counterparty
  • b. This general authority will only be valid until the earlier of (i) the next AGM of the company; (ii) the variation or revocation of such general authority by special resolution by any subsequent meeting of shareholders; or (iii) the expiry of a period of 15 (fifteen) months from the date of passing this special resolution number 3
  • c. Authorisation thereto is given in terms of the company's MoI (or the MoI of the relevant subsidiary, as the case may be)
  • d. A SENS announcement will be published in accordance with, and giving such details as required in terms of the JSE Listings Requirements, where the company or its subsidiaries has/have repurchased ordinary shares constituting, on an aggregate basis, 3% (three percent) of the initial number of shares (the number of that class of ordinary shares in issue at the time that the general authority from shareholders is granted) and in respect of every 3% (three percent) in the aggregate of the initial number of shares thereafter
  • e. The general repurchase by the company of ordinary shares in the aggregate in any one financial year does not exceed 10% (ten percent) of the company's issued ordinary share capital as at the beginning of the financial year
  • f. The general repurchase by any subsidiaries of ordinary shares in the company in the aggregate does not exceed 10% (ten percent) of the company's issued ordinary share capital
  • g. General repurchases by the company and/or any subsidiary of the company in terms of this authority may not be made at a price greater than 10% (ten percent) above the weighted average of the market value at which such ordinary shares are traded on the JSE, as determined over the 5 (five) business days immediately preceding the date of repurchase of such ordinary shares by the company and/or any subsidiary of the company

NOTICE OF ANNUAL GENERAL MEETING continued

• h. The company may at any point in time, only appoint one agent to effect any repurchase(s) on its or its subsidiaries' behalf
• i. The company and/or any of its subsidiaries may not repurchase securities during a prohibited period, as defined in paragraph 3.67 of the JSE Listings Requirements, unless the company and/ or any of its subsidiaries has a repurchase programme in place where the dates and quantities of securities to be traded during the relevant period are fixed (and not subject to any variation) and full details of the programme have been submitted to the JSE in writing prior to the start of the prohibited period, and the company and/or its subsidiary, as the case may be, has instructed an independent third party, which makes its investment decisions in relation to the company's shares independently of, and uninfluenced by, the company and/or its subsidiary concerned, prior to the commencement of the prohibited period to execute the repurchase programme submitted to the JSE

After considering the effect of the maximum permitted repurchase of securities, the company and its subsidiaries are, as at the date of this notice convening the AGM of the company, able to fully comply with the JSE Listings Requirements. Nevertheless, at the time the contemplated repurchase is to take place, the directors of the company will satisfy themselves that:

• The company and its subsidiaries (the group) will be able in the ordinary course of business to pay its debts for a period of 12 (twelve) months after the date of the notice of the AGM
• The assets of the group will exceed the liabilities of the group for a period of 12 (twelve) months after the date of the notice of the AGM. For this purpose, the assets and liabilities will be recognised and measured in accordance with the accounting policies used in the latest audited group AFS
• The share capital and reserves of the group will be adequate for ordinary business purposes for a period of 12 (twelve) months after the date of the notice of the AGM
• The working capital of the group will be adequate for ordinary business purposes for a period of 12 (twelve) months after the date of the notice of the AGM
• A resolution by the board will authorise the repurchase and confirm that the group has passed the solvency and liquidity test and that from the date on which the test was last performed, there have been no material changes to the financial position of the group

In terms of the JSE Listings Requirements, the directors of the company hereby state that:

• The intention of the company and/or any of its subsidiaries is to use this authority only if, at some future date, the cash resources of the company exceed its requirements. In this regard, the directors will take into account, inter alia, an appropriate capitalisation structure for the company, the long-term cash needs of the company, and will ensure that any such use is in the interest of the shareholders
• The method by which the company and/or any of its subsidiaries intends to repurchase securities and the date on which such repurchase will take place has not yet been determined

Explanatory note

In terms of the JSE Listings Requirements, the ZSE Listings Requirements, clause 17.1 of the MoI and section 48(2) of the Companies Act, the company may repurchase some of its own shares and a subsidiary company may acquire shares in its holding company (both referred to as a repurchase).

The reason for special resolution number 3 is to grant the company or any of its subsidiaries a general authority in terms of the Companies Act, the MoI, the JSE Listings Requirements and the ZSE Listings Requirements to implement a repurchase. This authority will be valid until the earlier of (i) the next AGM of the company; (ii) the variation or revocation of such general authority by special resolution by any subsequent meeting of shareholders; or (iii) the expiry of a period of 15 (fifteen) months from the date of passing this special resolution number 3. The passing of this special resolution will have the effect of authorising the company to undertake a general repurchase.

The percentage of voting rights required for special resolution number 3 to be adopted is at least 75% (seventy-five percent) of the voting rights exercised in favour of the resolution by shareholders present at the AGM or represented by proxy and entitled to exercise voting rights on the resolution.

FURTHER DISCLOSURES IN TERMS OF PARAGRAPH 11.26 OF THE JSE LISTINGS REQUIREMENTS

In terms of paragraph 11.26 of the JSE Listings Requirements, the following information is disclosed in the AFS, as follows:

• Major shareholders (page 119)
• Share capital of the company (page 49)

NOTICE OF ANNUAL GENERAL MEETING continued

MATERIAL CHANGES

There has been no material change in the financial or trading position of the company or any of its subsidiaries since the end of the last financial period being, 31 March 2023, to the signature date of this notice of AGM.

DIRECTORS' RESPONSIBILITY STATEMENT

The directors, whose names are given on page 1 of the IAR, collectively and individually accept full responsibility for the accuracy of the information given in this notice and certify that to the best of their knowledge and belief, no facts have been omitted that would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this notice contains all information required by the Companies Act and the JSE Listings Requirements.

VOTING AND PROXIES

Certificated shareholders

Shareholders who do not want to participate in the meeting in person and who wish to participate in and/or vote at the AGM by means of electronic participation (refer to the information included under the heading "electronic participation by shareholders" of this notice), should ensure beforehand, with the transfer secretaries of the company, being Computershare Investor Services Proprietary Limited, that their shares are in fact registered in their name. Should the shares be registered in another name or in the name of a nominee company, it is incumbent on persons attending the AGM, whether in person or by means of electronic participation, to make the necessary arrangement with that party to be able to participate in and/or vote on its behalf.

A shareholder is entitled to attend, speak and vote at the AGM or to appoint a proxy or proxies to attend, speak and vote in his/her stead. A proxy need not be a shareholder of the company. For the convenience of shareholders of the company, a form of proxy is enclosed herewith, containing detailed instructions in this regard.

Dematerialised/uncertificated shareholders

Holders of dematerialised shares who have elected "own name" registration may attend, speak and vote at the AGM, in person or by means of electronic participation (refer to the information included under the heading "electronic participation"), or appoint a proxy or proxies to attend, speak and vote in their stead. A proxy need not be a shareholder of the company. For the convenience of shareholders of the company, a form of proxy is enclosed herewith, containing detailed instructions in this regard.

Beneficial owners of dematerialised shares who have not elected "own name" registration and who wish to attend, speak and vote at the AGM, in person or by means of electronic participation (refer

to the information included under the heading "electronic participation by shareholders" of this notice), require their CSDP or broker to provide them with a letter of representation. Alternatively, they should provide the CSDP or broker with their voting instructions in terms of the relevant custody agreement entered into between them and the CSDP or broker.

If they wish to attend, speak and vote at the AGM, they must ensure that their letters of representation from their CSDP or broker reach the transfer secretaries of the company (acting on behalf of the company), at First Floor, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, South Africa, by not later than 12:00 on Monday, 4 September 2023, or are posted to the transfer secretaries (at the risk of the shareholder), at Private Bag X9000, Saxonwold, 2132, South Africa or emailed to proxy@computershare.co.za to be received by them by not later than 12:00 on Monday, 4 September 2023; provided that the chairperson of the meeting may, in his discretion, accept letters of representation so delivered after 12:00 on Monday, 4 September 2023 up until the time of commencement of the AGM.

Proxies

The instrument appointing a proxy and the authority (if any) under which it is signed must reach the transfer secretaries (acting on behalf of the company) by no later than 12:00 on Monday, 4 September 2023; provided that the chairperson of the meeting may, in his discretion, accept forms of proxy so delivered after 12:00 on Monday, 4 September 2023 up until the time of commencement of the AGM.

On a poll, shareholders will have one vote in respect of each share held.

In terms of section 58 of the Companies Act, shareholders have rights to be represented by proxy as herewith stated. An extract of section 58 of the Companies Act is included in the form of proxy.

Electronic participation by shareholders

Should any shareholder (or a representative or proxy for a shareholder) wish to participate in and/or vote at the AGM by way of electronic participation, such shareholder must either:

• (i) register online using the online registration portal at https://meetnow.global/za, prior to the commencement of the AGM; or
• (ii) make a written application (the form of which is attached to this notice) to so participate, by delivering the application form to the transfer secretaries, being Computershare Investor Services Proprietary Limited, at First Floor, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, or posting it to Private Bag X9000, Saxonwold, 2132 (at the risk of the shareholder), or sending it by email to proxy@computershare.co.za, so as to be received by the transfer secretaries by no

NOTICE OF ANNUAL GENERAL MEETING continued

later than 12:00 on Monday, 4 September 2023, in order for the transfer secretaries to arrange such participation for the shareholder and for the transfer secretaries to provide the shareholder with the details as to how access to the AGM by means of electronic participation is to be made. Shareholders may still register/apply to participate in and/or vote electronically at the AGM after this date, provided, however, that those shareholders are verified (as required in terms of section 63(1) of the Companies Act) and are registered at the commencement of the AGM.

For the avoidance of doubt, shareholders without "own name" registration must obtain a letter of representation from their CSDP or broker to participate in and/or vote at the AGM by way of electronic means.

Shareholders will be liable for their own network charges in relation to electronic participation in and/or voting at the AGM and it will not be for the expense of the company or the transfer secretaries. Neither the company nor the transfer secretaries will be held accountable in the case of loss of network connectivity or network failure due to insufficient airtime/internet connectivity/ power outages which would prevent a shareholder from participating in and/or voting at the AGM electronically. Accordingly, a shareholder, participating in and/or voting at the AGM by means of electronic participation, acknowledges that he/she will have no claim against the company or the transfer secretaries, whether for consequential damages or otherwise, arising from the use of the electronic platform or any defect in it or from total or partial failure of the electronic platform and connections linking the shareholder via the electronic platform to the AGM.

Kevin Regan Ross Group company secretary

28 July 2023

Sandton

electronic participation in the agm

APPLICATION FORM

PPC Ltd

Incorporated in the Republic of South Africa (Registration No: 1892/000667/06) JSE / ZSE share code: PPC ISIN: ZAE000170049 (PPC or the company or the group)

The AGM of the company to be held at 12:00 on Wednesday, 6 September 2023 will be conducted physically in person and virtually through electronic participation.

Should any shareholder (or a representative or proxy for a shareholder) wish to participate in and/or vote at the AGM by way of electronic participation, such shareholder must either:

• (i) register online using the online registration portal at https://meetnow.global/za, prior to the commencement of the AGM; or
• (ii) make a written application (the form of which is attached to this notice) to so participate, by delivering the application form to the transfer secretaries, being Computershare Investor Services Proprietary Limited, at First Floor, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, or posting it to Private Bag X9000, Saxonwold, 2132 (at the risk of the shareholder), or sending it by email to proxy@computershare.co.za, so as to be received by the transfer secretaries by no later than 12:00 on Monday, 4 September 2023, in order for the transfer secretaries to arrange such participation for the shareholder and for the transfer secretaries to provide the shareholder with the details as to how to access the AGM by means of electronic participation. Shareholders may still register/apply to participate in and/or vote electronically at the AGM after this date, provided, however, that those shareholders are verified (as required in terms of section 63(1) of the Companies Act, No 71 of 2008 (Companies Act)) and are registered at the commencement of the AGM.

For the avoidance of doubt, dematerialised shareholders without "own name" registration would need to obtain a letter of representation from their CSDP or broker to participate in and/or vote at the AGM by way of electronic means.

ELECTRONIC PARTICIPATION IN THE AGM continued

APPLICATION FORM: ELECTRONIC PARTICIPATION IN THE AGM

Full name of shareholder: ____________________________________________________________
Identity/registration number: _________________________________________________________
Email address: _____________________________________________________________________
Cell number: _______________________________________________________________________
Telephone number: (code): ___________ (number): ______________________________________
Number of ordinary shares in the company: ______________________________________________
Name of CSDP or broker (if shares are held in dematerialised form): __________________________
Contact number of CSDP/broker: ______________________________________________________
Contact person of CSDP/broker: _______________________________________________________
Number of share certificate (if applicable): _______________________________________________
Signed at ___________________________________on _______________________________ 2023
Signature of shareholder: ____________________________________________________________

TERMS AND CONDITIONS FOR PARTICIPATION IN THE AGM VIA ELECTRONIC MEANS

• 1. Shareholders will be liable for their own network charges in relation to electronic participation in and/or voting at the AGM and it will not be for the expense of the company or the transfer secretaries. Neither the company nor the transfer secretaries will be held accountable in the case of loss of network connectivity or network failure due to insufficient airtime/internet connectivity/power outages which would prevent a shareholder from participating in and/or voting at the AGM electronically.
• 1. The shareholder acknowledges that the electronic platform through which the AGM will be facilitated is provided by third parties and indemnifies the company against any loss, injury, damage, penalty or claim arising in any way from the use of the electronic platform, whether or not the problem is caused by any act or omission on the part of the shareholder or anyone else.
• 1. A shareholder, participating in and/or voting at the AGM by means of electronic participation, acknowledges by signing this application form, that he/she will have no claim against the company or the transfer secretaries, whether for consequential damages or otherwise, arising from the use of the electronic platform or any defect in it or from total or partial failure of the electronic platform and connections linking the shareholder via the electronic platform to the AGM.
• 1. An application to participate in the AGM electronically, utilising this application form, will only be deemed successful if this application form, along with the submission of the necessary letter of representation (if applicable), has been completed fully, signed by the shareholder and submitted to the transfer secretaries of the company as detailed above, prior to the commencement of the AGM and such shareholder is verified (as required in terms of section 63(1) of the Companies Act).

form of proxy

PPC Limited

Incorporated in the Republic of South Africa (Registration No: 1892/000667/06) JSE share code: PPC JSE ISIN: ZAE000170049 ZSE share code: PPC JSE Code: PPC003 JSE ISIN: ZaAG000117524 (PPC or the company or the group)

Only for use by registered holders of certificated ordinary shares in the company and the holders of dematerialised ordinary shares in the capital of the company in "own-name" form, at the physical, in person and virtual AGM to be held on Wednesday, 6 September 2023 at 12:00.

Holders of ordinary shares in the company (whether certificated or dematerialised) through a nominee must not complete this form of proxy but should timeously inform that nominee, or, if applicable, their participant or stockbroker of their intention to attend the AGM physically in person, or virtually and request such nominee, participant or stockbroker to issue them with the necessary letter of representation to attend or provide such nominee, participant or stockbroker with their voting instructions should they not wish to attend the AGM in person or virtually, but wish to be represented by proxy at the meeting.

I/We	of
(Name and address in block letters)
Telephone number	Cellphone number
Email address
Being a member/s of the above company and holding		ordinary shares
therein, hereby appoint	of	or, failing

the chair of the meeting as my/our proxy to attend, speak and vote for me/us and on my/our behalf or to abstain from voting at the in-person or virtual AGM of the company to be held on Wednesday, 6 September 2023 at 12:00, and at any postponement or adjournment of that meeting as follows:

		In favour of	Against	Abstain
	Ordinary resolutions
1.	Ordinary Resolution 1.1 – Re-election of N Gobodo
2.	Ordinary Resolution 1.2 – Re-election of C Naude
3.	Ordinary Resolution 1.3 – Re-election of MR Thompson
4.	Ordinary Resolution 2.1 – Appointment to auditcommittee – N Gobodo
5.	Ordinary Resolution 2.2 – Appointment to auditcommittee – N Mkhondo
6.	Ordinary Resolution 2.3 – Appointment to auditcommittee – MR Thompson
7.	Ordinary Resolution 3 – Appointment of external auditorPriceWaterhouseCoopers Inc (PwC)
8.	Ordinary Resolution 4.1 – Non-binding advisory vote– remuneration policy

FORM OF PROXY continued

		In favour of	Against	Abstain
9.	Ordinary Resolution 4.2 – Non-binding advisory vote –remuneration implementation report
10.	Ordinary Resolution 5 – Authority to implementresolutions
	Special resolutions
1.	Special Resolutions 1.1 – Financial Assistance – section 44
	Special Resolutions 1.2 – Financial Assistance – section 45
	Pre-approval of NED Remuneration
2.	Special Resolution 2.1 – Board – board chairman
	Special Resolution 2.2 – Board – non-executive director
	Special Resolution 2.3 – Audit and risk committee –chairman
	Special Resolution 2.4 – Audit and risk committee –member
	Special Resolution 2.5 – Social and ethics committee– chairman
	Special Resolution 2.6 – Social and ethics committee –member
	Special Resolution 2.7 – Reward and talent committee– chairman
	Special Resolution 2.8 – Reward and talent committee –member
	Special Resolution 2.9 – Strategy and investmentcommittee – chairman
	Special Resolution 2.10 – Strategy and investmentcommittee – member
	Special Resolution 2.11 – Special meetings – chairman
	Special Resolution 2.12 – Special meetings – member
3.	Special Resolution 3 – General authority to repurchaseshares

Insert an "X" in the relevant spaces above according to how you wish your votes to be cast. However, if you wish to cast your votes in respect of a lesser number of ordinary shares than you own in the company, insert the number of ordinary shares held in respect of which you desire to vote (see note 4).

Signed at on 2023

Signature/s

Assisted by (where applicable)

Each member is entitled to appoint a proxy (who need not be a member of the company) to attend, speak and vote in place of that member at the AGM.

Please read the notes on the proxy on the next page.

summary OF the rights of a shareholder

TO BE REPRESENTED BY PROXY IN TERMS OF SECTION 58 OF THE COMPANIES ACT, READ WITH THE COMPANY'S MEMORANDUM OF INCORPORATION

• 1. The form of proxy must only be used by shareholders who hold shares in certificated form or who are recorded on the sub-register in electronic form in "own name".
• 1. All other beneficial owners who have dematerialised their shares through a CSDP or broker and wish to attend the AGM must provide the CSDP or broker with their voting instructions in terms of the relevant agreement entered into between them and the CSDP or broker.
• 1. A shareholder entitled to attend and vote at the AGM may insert the name of a proxy or the names of 2 (two) or more alternate proxies of the shareholder's choice in the space provided, with or without deleting "the chairperson of the AGM". The person whose name stands first on the form of proxy and who is present at the AGM will be entitled to act as a proxy to the exclusion of such proxy(ies) whose names follow.
• 1. A shareholder is entitled to one vote on a show of hands and, on a poll, one vote in respect of each ordinary share held. A shareholder's instructions to the proxy must be indicated by inserting the relevant number of votes exercisable by that shareholder in the appropriate space provided. If an "X" (cross) or a tick has been inserted in one of the blocks to a particular resolution, it will indicate the voting of all the shares held by the shareholder concerned. Failure to comply with this will be deemed to authorise the proxy to vote or to abstain from voting at the AGM as he/she deems fit in respect of all the shareholder's exercisable votes. A shareholder or the proxy is not obliged to use all the votes exercisable by the shareholder or by the proxy, but the total of the votes cast and in respect of which abstention is recorded may not exceed the total of the votes exercisable by the shareholder or the proxy.
• 1. A vote given in terms of an instrument of proxy will be valid in relation to the AGM despite 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 on any of the noted matters has been received by the transfer secretaries not less than 48 (forty-eight) hours before the start of the AGM.
• 1. If a shareholder does not indicate on this form 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 AGM be proposed, such proxy shall be entitled to vote as he/she thinks fit.
• 1. The chairperson of the AGM may reject or accept any form of proxy which is completed and/or received other than in compliance with the Act, the MOI and these notes.
• 1. A shareholder's authorisation to the proxy including the chairperson of the AGM, to vote on such shareholder's behalf, will be deemed to include the authority to vote on procedural matters at the AGM.
• 1. The completion of a form of proxy does not preclude any shareholder attending the AGM.
• 1. Documentary evidence establishing the authority of a person signing the 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 chairperson of the AGM.
• 1. A minor or any other person under legal incapacity or limited capacity must be assisted by his/her parent or guardian, as applicable, unless the relevant documents establishing his/her capacity are produced or have been registered by the transfer secretaries of the company.
• 1. Where there are joint holders of shares:
  • 12.1 Any one holder may sign the form of proxy; and
    • 12.2 The vote(s) of the senior shareholder (for that purpose seniority will be determined by the order in which the names of shareholders appear in the company's register of shareholders) who tenders a vote (whether in person or by proxy) will be accepted to the exclusion of the vote(s) of the other joint shareholder(s).
• 1. Forms of proxy should be lodged with or mailed to the transfer secretaries, Computershare, Private Bag X9000, Saxonwold, 2132, South Africa (at the risk of the shareholder), or First Floor, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, South Africa | Phone: +27 11 370-5000 | Fax: +27 11 688-5238 | e-mail Proxy@Computershare.co.za, and for Zimbabwean PPC shareholders: Corpserve Registrars Private Limited, 2nd Floor, ZB Centre, Kwame Nkrumah Ave, P O Box 2208, Harare, Zimbabwe Phone: +263 4758193 | Cell: +263 772 422 457. To enable the orderly arrangement of matters on the day of the AGM, shareholders appointing proxies are urged (but are not required) to submit the forms of proxies so as to be received by no later than 12:00 on Monday, 4 September 2023 (or 48 (forty-eight) hours before any adjournment of the AGM which date, if necessary, will be notified on SENS).

curricula vitarum

Phillip Jabulani Moleketi (66)

Independent chairman Qualifications: MSc (financial economics), Advanced Management Program, Harvard Business School

Date of appointment: March 2018 Areas of expertise and contribution:

Stakeholder relationships, finance and economics – previously held the position of Deputy Minister of Finance from 2004 to 2008 Other directorships: Lebashe Investment Group, Remgro, EOH Holdings

Roland van Wijnen (52)

CEO

Qualifications: MSc (industrial engineering), venture capital and private equity, senior management and leadership (IMD), General Manager Program, Harvard Business School Date of appointment: October 2019 Areas of expertise and contribution: Strategy, project and financial management, acquisitions and restructuring, customer value management, supply chain, manufacturing, international trading and shipping, back-office optimisation and employee engagement

Brenda Berlin (58)

CFO

Qualifications: BCom, BAcc, CA(SA), Program for Management Development, Harvard Business School

Date of appointment: February 2021

Areas of expertise and contribution: Strategy formulation, mergers and acquisitions, legal and compliance, strategic finance, mining, fund raising, finance control including treasury and tax

Nonkululeko Gobodo (62)

Independent NED Qualification: CA(SA), BCompt (Hons) Date of appointment: February 2017 Areas of expertise and contribution:

Accounting, auditing, advisory, mergers and acquisitions, entrepreneurship, leadership consulting, strategy, finance, governance and compliance, risk and opportunity management Other directorships: Shoprite Holdings, Lesaka Technologies Inc

Bjarne Moltke Hansen (61)

Independent NED Qualifications: BSc (engineering), Young Managers Program, INSEAD Date of appointment: November 2021 Areas of expertise and contribution: Growing businesses, cement, concrete, mining, strategy, acquisitions and divestments, right-sizing businesses, people and team development, cultures, communication

Other directorships: Aalborg Portland Holding A/S, Bladt Holding A/S, Handers Tegl A/S, Pindstrup Mosebrug A/S, RM Richard Müller A/S

Kunyalala Maphisa (48)

Independent NED

Qualifications: BA (industrial relations and public administration), LLB, LLM (international trade law), Leadership Programme, African Leadership Institute, Oxford University UK Date of appointment: February 2021 Areas of expertise and contribution: Legal, mergers and acquisitions, African continent experience and network, BBBEE, cross border transacting and investment management

Noluvuyo Mkhondo (39)

Independent NED Qualification: CA(SA), BAcc, MBA, London Business School as a Mo Ibrahim Scholar Date of appointment: March 2018 Areas of expertise and contribution: Investment banking, corporate finance, mergers and acquisitions, investment evaluation, strategic long-term financial planning, cross-border transactions

Other directorships: Novus Holdings, Value Capital Partners, Metair Investments

Charles Naude (68)

Independent NED Qualifications: BSc (Hons) (geology, chemistry), MBL

Date of appointment: January 2015 Areas of expertise and contribution: Cement and materials manufacturing, logistics, sales and marketing, strategy, leadership, people management, risk management, project management

Daniel Smith (51)

Independent NED

Qualifications: BAcc (Hons), H.Dip.Tax (Wits), Dip. Strategic Client Management (UCT GSB), CA(SA)

Date of appointment: October 2022 Areas of expertise and contribution:

Investment banking and advisory, corporate finance, investment and capital allocation, mergers and acquisitions, equity capital markets, listings, delistings, restructuring, BEE private equity

Other directorships: Value Capital Partners, Advtech Limited

Mark Richard Thompson (71)

Independent NED Qualifications: CA(SA), BCom, LLB, BAcc Date of appointment: May 2019 Areas of expertise and contribution: Private equity, industry and construction, international finance, general business and accounting Other directorships: Hudaco Industries, Sasfin Bank, Bravo Group, Thelo Rolling Stock Leasing

notice to zimbabwean shareholders

PPC

To all our Zimbabwean shareholders

Dear Shareholder

Please indicate your choice of receiving communication from PPC. Important – please read and choose from the options below.

PPC is able to communicate shareholder information to you electronically using emails.

Electronic communication has a number of significant benefits for shareholders and the company:

• Cost-effective: less printing and postage saves money for the company and shareholders
• Fast: get all the latest shareholder communication simply by clicking on a link
• Secure: your documents cannot be lost in the post or read by others

OPTION A – SIGN UP FOR ELECTRONIC COMMUNICATIONS

If you wish to receive electronic communications, please cross the box and provide us with your email address below:

Please print email address _________________________________________________________________

OPTION B – RECEIVE PRINTED COMMUNICATIONS IN THE POST

If you wish to receive your integrated report and accounts or other shareholder information in a printed format, please cross the box and provide us with your current address below:

Please print address ______________________________________________________________________

IF YOU DO NOTHING

• If you do not indicate your preference to the company's registrar, you will not receive shareholder communications by post in the future
• You may at any time request a printed copy of any shareholder communication

Sign here – your instructions to be executed, this section must be signed.

I/we authorise you to act in accordance with my/our instructions set out above. I/we acknowledge that these instructions supersede and have priority over all previous instructions.

Shareholder signature(s)

If you are signing this form in a representative capacity, please indicate in which capacity

Name of representative Capacity of representative

Date

Please submit or post your completed and signed form to:

___________________________________________

___________________________________________

Corpserve Registrars (Private) Limited, 2nd Floor, ZB Centre, Corner 1st and Kwame Nkrumah Avenue, Harare. PO Box 2208, Harare or email your signed scanned copy to: corpserve@escrowgroup.org or operationszim@escrowgroup.org**.**

If you have any questions, please contact Corpserve Registrars (Private) Limited at +263 (04) 751 559/61.

_________________________________________ ________________________________________

Driving performance to sustain our purpose

Summarised consolidated financial statements 2023

contents

FINANCIAL STATEMENTS

PPC at a glance	1
Commentary	3
Independent auditor's report on the summaryconsolidated financial statements	7
Summarised consolidated statement of financialposition	8
Summarised consolidated statement of profit or loss	9
Summarised consolidated statementof other comprehensive income	10
Summarised consolidated statement of changes inequity	12
Summarised consolidated statement of cash flows	14
Segmental information	16
Notes to the summarised consolidated financialstatements	20
Corporate information	47

feedback

We encourage feedback on our integrated reporting suite.

Kindly direct feedback to the group company secretary, Mr Kevin Ross kevin.ross@ppc.co.za +27(11) 386 9585

Details for obtaining copies of the integrated report are also available from our group company secretary.

our values

PPC at a glance

SNAPSHOT OF PERFORMANCE FROM CONTINUING OPERATIONS

To empower people to experience a better quality of life

Group revenue	Group EBITDA margin
marginally up to	Group EBITDA margin reduced 1,4% points to
R9 902 million	13,7%
(FY22: R9 882 million) on weak macro	(FY22: 15,1%) as input inflation kept under
environment in South Africa	control
Group HEPS	Group EPS
loss of	loss of
8 cents	16 cents
(FY22: loss of 3 cents)	(FY22: loss of 5 cents)

A distribution of R200 million through a share repurchase programme was approved by the board as target leverage levels reached

PPC at a glance continued

Group results excluding PPC Zimbabwe and Rwanda (SA obligor) SNAPSHOT OF PERFORMANCE FROM CONTINUING OPERATIONS continued

Revenue	EBITDA margins
Revenue, excluding dividends increased 1% toR6 586 million(FY22: R6 501 million)	declined to8,7%(FY22:11,8%)

Net debt for the SA obligor group improved by R263 million

Slower than anticipated recovery after planned kiln shutdown while market remains sound but hyperinflation materially impacts reported results

Dividends

Dividends of R147 million (US$8,8 million) received by the group (FY22: R91 million or US$6,2 million)

PPC Zimbabwe CIMERWA Rwanda

EBITDA

Volume growth of 1% in line with expectations but EBITDA still increased

31% and margins increased marginally to 29%

Dividend

Inaugural dividend

R79 million (US$4,3 million) received by the group in March 2023

GROUP PERFORMANCE – CONTINUING OPERATIONS

PPC continues to focus on sound capital allocation principles, maximising cash generation from its South African and Botswana businesses (the SA obligor group) and extracting cash from its investments in Zimbabwe and Rwanda (the International Businesses). Historically, dividends from Zimbabwe have contributed to the deleveraging of the group's South African balance sheet. However, in FY23, the SA obligor group has reached an optimal level of gearing that allows for the implementation of a new distribution policy. This policy is based on distributing an amount of cash so that the 12-month backward and expected 12-month forward SA obligor group gross debt to EBITDA is at a ratio of between 1.3 times to 1.5 times. A distribution in the form of a share repurchase of up to R200 million was approved by the board.

The SA obligor group revenue for the year ended 31 March 2023, excluding dividends from the International Businesses, increased by 1,31% to R6 586 million (March 2022: R6 501 million), driven primarily by the 1,7% increase in revenue in South Africa and Botswana Cement. While cement volumes remained under pressure, declining 5,8% on the prior year, average price increases of 8,0% over the period ensured revenue remained positive, albeit slightly (0,5%) negatively affected by adverse product mix. Including the impact of the International Businesses, which contributed 33% (March 2022: 34%), total group revenue was flat at R9 902 million (March 2022: R9 882 million)

The 29% increase in revenue from CIMERWA (Rwanda) was more than offset by the reduced contribution of PPC Zimbabwe as reported sales in ZAR declined by 19%.

Excluding the International Businesses' cost of sales and administration and other operating expenditure for both periods, such costs in the SA obligor group increased by 4% year-on-year. Including the International Businesses, cost of sales and administration and other operating expenditure was flat at R9 425 million (March 2022: R9 409 million). Zimbabwe's costs decreased by 23%, which more than offset CIMERWA's cost increases (in rand) of 26%.

SA obligor group EBITDA, excluding dividends from the International Businesses, decreased by 26% to R570 million (March 2022: R768 million) and EBITDA margins declined to 8,7% (March 2022: 11,8%) as, notwithstanding sound cost containment measures implemented, cost increases remain higher than price increases implemented, resulting in compressed margins.

Including the dividends received from the International Businesses, the SA obligor group's EBITDA amounted to R804 million (March 2022: R863 million), resulting in gross debt to EBITDA ratio of 1.2 times, thereby facilitating the R200 million distribution to shareholders.

Including the EBITDA of the International Businesses, group EBITDA declined by 9% to R1 358 million (March 2022: R1 493 million). The 31% increase in CIMERWA's EBITDA was partially offset by a reduction in PPC Zimbabwe's contribution of 7%.

COMMENTARY continued

Despite challenging times, I am pleased that we further reduced our debt and are in a strong financial position to weather the local economic cycle. Increased demand through an enhanced infrastructure programme and a stronger economic climate is required to enable us to more effectively utilise the capacity available in our primary market. We therefore remain hopeful that the South African government will roll out its infrastructure development plans and protect the local cement market through the introduction of blanket import tariffs. Strong cash dividends were received from both Zimbabwe and CIMERWA (Rwanda) during the period under review. PPC will start repurchasing up to R200 million worth of its own shares as a distribution to shareholders. I thank my colleagues for their commitment and hard work in ensuring our continued service to our valued customers as well as to each other.

Roland van Wijnen Chief executive officer

GROUP PERFORMANCE – CONTINUING OPERATIONS continued

Fair value and foreign exchange movements resulted in a gain of R69 million (March 2022: R2 million), mainly due to the significant depreciation of the Zimbabwean dollar against the United States dollar of 553% (March 2022: 69%) which resulted in foreign exchange gains on net monetary items.

Impairments of R145 million (March 2022: R38 million) were taken during the year under review, the largest item being R84 million. This related to an impairment at group of a portion of the premium paid on the acquisition of CIMERWA. Of the R84 million, R42 million related to the impairment of goodwill.

Finance costs decreased by 28% to R172 million (March 2022: R240 million), due to the successful de-gearing of the group with gross debt declining from R1 586 million in March 2022 to R1 189 million in March 2023.

During the current year, the group realised a net profit of R23 million (March 2022: nil) from the disposal of the previously equity-accounted investment in Habesha.

Notwithstanding group profit before tax declining to R93 million (March 2022: R186 million), taxation increased 17% to R242 million (March 2022: R207 million).

The current year tax charge is significantly negatively impacted by non-cash items of R195 million (March 2022: R56 million). These non-cash items are primarily due to the SA obligor group not recognising deferred tax assets and PPC Zimbabwe hyperinflation impacts.

Basic earnings per share (EPS) from continuing operations decreased from a loss of 5 cents to a loss of 16 cents. Headline earnings per share (HEPS) from continuing operations decreased from a loss of 3 cents to a loss of 8 cents. This is primarily due to the impact of the following:

• Significant non-cash tax items in the current year of R195 million (March 2022: R56 million), relating primarily to hyperinflation accounting and deferred tax not recognised on losses.
• Lower earnings generation in the SA obligor group and PPC Zimbabwe.
• The positive impact of the strong CIMERWA performance not flowing fully to EPS and HEPS given the operations are 51% held by PPC.

Consolidated net cash inflow before financing activities from continuing operations remains positive at R392 million (March 2022: R675 million) as cash generation remains a priority.

GROUP PERFORMANCE – CONTINUING OPERATIONS continued

Capital investment remained disciplined and reduced to R415 million (March 2022: R553 million). The reduction in spend was largely attributable to South Africa and Botswana Cement (R53 million reduction) and Zimbabwe (R69 million reduction).

The SA obligor group's gross debt (excluding capitalised transaction costs) declined from R1 210 million at 31 March 2022 to R931 million at 31 March 2023 in accordance with the debt repayment terms. Unrestricted cash holdings at 31 March 2023 were R131 million (March 2022: R147 million), leaving net debt at R800 million (31 March 2022: R1 063 million).

Zimbabwe is debt-free and had unrestricted cash holdings at 31 March 2023 of R118 million. The cash balance declined from R353 million at 30 September 2022 due to a dividend of US$5 million paid in November 2022 and lower US$ balances at the year-end with the cash holdings in ZWL depreciating significantly against the rand. Some 70% of PPC Zimbabwe's cash is held in hard currencies.

CIMERWA's gross debt declined to R265 million (March 2022: R383 million). Cash also declined from R221 million at 31 March 2022 to R160 million at 31 March 2023, due to the dividend paid in March of R172 million.

SOUTH AFRICA AND BOTSWANA CEMENT

The coastal region continued to see good demand for cement and imports remained relatively muted. The growth in sales volumes in the coastal region was offset by continued weak trading conditions in the inland region, leaving overall cement sales volumes in South Africa and Botswana down 5,8% compared to the prior year.

The coastal region saw an increase in cement volumes due to increased industrial construction activity and specific government projects as well as improved retail sales. Cement imports into the Western Cape remained low during the period due to global supply chain constraints and a weaker rand.

There was a decline in demand in the larger inland region in both the retail and the construction segments, with the construction sector being supported to some extent by the building of distribution centres and housing estates.

During the year under review, PPC continued to increase its selling prices on a bi-annual basis and achieved an average selling price increase of 8.0%. For the year ended 31 March 2023, PPC South Africa and Botswana Cement revenue increased by 1,7% to R5 509 million (March 2022: R5 415 million), marginally negatively affected by 0,5% due to adverse product mix.

High input cost inflation was experienced during the year, with variable production costs per tonne increasing by some 14% compared to the prior period. Cost mitigation measures reduced the extent of the impact of the high input costs, with fixed administration and overhead costs decreasing by some 1,4% year-on-year. Overall, total costs increased by 4% compared to FY22.

EBITDA decreased to R674 million (March 2022: R825 million) with a margin of 11,7% (March 2022: 14,5%) as selling price increases continued to lag cost increases.

AGGREGATES, READYMIX AND ASH

Readymix volumes decreased by 4%, while aggregates volumes decreased by 22% compared to the prior year. Fly ash sales volumes declined by 18%. Overall revenue for the materials division decreased by 1% to R1 077 million (March 2022: R1 086 million), due to the largest contributor to the materials business, readymix, experiencing relatively stable demand but an increase in selling prices which enabled its revenues to grow by 6%. Overall, the materials businesses incurred an EBITDA loss of R65 million (March 2022: R41 million profit).

Measures were implemented prior to 31 March 2023 to restructure, in particular, the aggregates business to decrease absolute fixed costs and convert certain fixed costs to variable costs as part of the turnaround efforts for the overall materials businesses.

COMMENTARY continued

INTERNATIONAL Zimbabwe

The impact of the planned extended kiln shutdown in the first half of the year for special maintenance and the installation of the bag house and bucket elevator resulted in limited clinker production and ultimately restricted the volumes of cement sold. In addition, plant stoppages due to power interruptions negatively affected performance. Volumes year-on-year were down 16% despite robust cement demand from concrete product manufacturers and government-funded infrastructure projects. Government reduced the number of import licences in January 2023, which will support the recovery of PPC's market share.

PPC Zimbabwe was able to implement US$ price increases to recover input cost inflation. Further, PPC Zimbabwe continued to generate adequate sales in foreign currency to sustain its operational requirements during the period and pay dividends. PPC received a US$8,9 million in dividends during the year totalling R147 million net of withholding tax (compared to US$6,2 million in the prior year).

Revenue decreased by 19% to R1 753 million (March 2022: R2 172 million). EBITDA declined by 7% to R365 million (March 2022: R393 million) in ZAR, but margins, due to price increases increased to 20,8% (March 2022: 18,1%).

Rwanda

CIMERWA's cement sales volumes increased by 1% for the full year, in line with expectations given the planned kiln shut down in November 2022. The regional demand remains strong as both the domestic and cement export markets, particularly in the eastern Democratic Republic of Congo, have shown growth in demand. While competition is on the increase, as new production capacity comes online in the region, CIMERWA is expected to remain in a strong position to benefit from the continued growth of cement demand in its core markets.

Revenue for the twelve months ended 31 March 2023 increased by 29% to R1 563 million (March 2022: R1 209 million), assisted by the 9% depreciation of the rand. In local currency,

revenue increased by 19%, mainly due to average price increases in local currency of 18% to offset cost inflation. EBITDA increased by 31% to R447 million (March 2022: R341 million) and EBITDA margins increased marginally to 28,6% (March 2022: 28,2%) as the contribution of premium quality product increased and CIMERWA's sales to the US$ priced regional market increased.

LEADERSHIP

Following an extensive search process, the board is in the final stages of appointing a suitable successor for Roland, whose employment contract was scheduled to come to an end on 31 August 2023. The board will communicate to the market in due course. To ensure an orderly handover, the board has agreed with Roland to extend his contract to 31 December 2023.

OUTLOOK

PPC will continue to focus its resources on Southern Africa while preserving its sound market position in Rwanda. The group has defined a series of value-accretive projects to reduce CO2 emissions and future proof the business. There is a need for further operational efficiencies and cost containment measures to mitigate rising input costs as the economic climate in its key South African market remains muted and competition remains high across the portfolio. Without a significant increase in infrastructure spending and South African gross domestic product, South Africa's cement demand is expected to remain subdued. PPC South Africa is well positioned to benefit from an increase in cement demand with additional capacity readily available to capture an upswing in demand without additional capital expenditure required. PPC Zimbabwe anticipates a continued recovery and the outlook for CIMERWA in Rwanda remains positive.

INDEPENDENT AUDITOR'S REPORT ON THE SUMMARY CONSOLIDATED FINANCIAL STATEMENTS

To the shareholders of PPC Limited

Opinion

The summary consolidated financial statements of PPC Limited, contained in the accompanying provisional report, which comprise the summary consolidated statement of financial position as at 31 March 2023, the summary consolidated statement of comprehensive income, changes in equity and cash flows for the year then ended, and related notes, are derived from the audited consolidated financial statements of PPC Limited for the year ended 31 March 2023.

In our opinion, the accompanying summary consolidated financial statements are consistent, in all material respects, with the audited consolidated financial statements, in accordance with the requirements of the JSE Limited Listings Requirements for provisional reports, as set out in note 1 to the summary consolidated financial statements, and the requirements of the Companies Act of South Africa as applicable to summary financial statements.

Summary consolidated financial statements

The summary consolidated financial statements do not contain all the disclosures required by International Financial Reporting Standards and the requirements of the Companies Act of South Africa as applicable to annual financial statements. Reading the summary consolidated financial statements and the auditor's report thereon, therefore, is not a substitute for reading the audited consolidated financial statements and the auditor's report thereon.

The audited consolidated financial statements and our report thereon

We expressed an unmodified audit opinion on the audited consolidated financial statements in our report dated 26 June 2023. That report also includes communication of key audit matters. Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period.

Director's responsibility for the summary consolidated financial statements

The directors are responsible for the preparation of the summary consolidated financial statements in accordance with the requirements of the JSE Limited Listings Requirements for provisional reports, set out in note 1 to the summary consolidated financial statements, and the requirements of the Companies Act of South Africa as applicable to summary financial statements.

Auditor's responsibility

Our responsibility is to express an opinion on whether the summary consolidated financial statements are consistent, in all material respects, with the audited consolidated financial statements based on our procedures, which were conducted in accordance with International Standard on Auditing (ISA) 810 (Revised), Engagements to Report on Summary Financial Statements.

PricewaterhouseCoopers Inc. Director: Nqaba Ndiweni Registered Auditor Johannesburg, South Africa 26 June 2023

SUMMARISED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as at 31 March 2023

			Restated(a)(b)	Restated(b)
		March	March	1 April
		2023	2022	2021
	Notes	Rm	Rm	Rm
ASSETS
Non-current assets		7 720	9 698	10 147
Property, plant and equipment	2	7 331	9 255	9 622
Right-of-use-assets		68	69	68
Goodwill		—	37	38
Other intangible assets		85	113	149
Financial assets		185	166	196
Other non-current assets		24	32	50
Deferred taxation assets		27	26	24
Current assets		2 759	2 711	2 676
Inventories		1 287	1 085	1 111
Trade and other receivables		995	1 006	993
Taxation receivable		53	43	115
Cash and cash equivalents		424	577	457
Assets held for sale and held by
disposal groups	3	8	2 919	3 659
Total assets		10 487	15 328	16 482
EQUITY AND LIABILITIES
Capital and reserves
Stated capital	4	4 544	4 575	3 965
Other reserves		(6 818)	(4 592)	(2 731)
Retained profit		7 999	7 367	6 115
Equity attributable to shareholders
of PPC Ltd		5 725	7 350	7 349
Non-controlling interests		617	22	56
Total equity		6 342	7 372	7 405
Non-current liabilities		2 420	3 053	2 878
Provisions		187	211	219
Deferred taxation liabilities		1 338	1 654	1 621
Long-term borrowings	5	852	1 150	983
Other non-current liabilities		1	—	23
Lease liabilities		42	38	32
Current liabilities		1 725	1 781	2 900
Provisions		15	12	30
Trade and other payables		1 288	1 251	1 167
Lease liabilities		28	21	28
Short-term borrowings	5	337	436	1 645
Taxation payable		57	61	30
Liabilities associated with assets
held for sale and disposal groups	3.2	—	3 122	3 299
Total equity and liabilities		10 487	15 328	16 482

(a) Accrued finance charges of R5 million have been reclassified from trade and other payables to short-term borrowings to align to the amortised cost measurement.

(b) Refer to note 1.3 for details regarding the prior period restatement.

SUMMARISED CONSOLIDATED STATEMENT OF PROFIT OR LOSS

for the year ended 31 March 2023

			Restated(a)
		March	March
	Notes	2023	2022
		Rm	Rm
Continuing operations
Revenue	6	9902	9882
Cost of sales		(8343)	(8352)
Gross profit		1559	1530
(Increase)/decrease in expected credit losses on
financialassets		(23)	49
Administration and other operating expenditure		(1082)	(1057)
Operating profit before items listed below:		454	522
Fair value and foreign exchange movements		69	2
Fair value gain on Zimbabwe financial asset		—	56
Fair value loss on Zimbabwe blocked funds		(32)	(18)
Net monetary loss on hyperinflation in Zimbabwe		(131)	(108)
Impairments	8	(145)	(38)
Profit before finance costs, investment income and
equity-accounted investments		215	416
Finance costs		(172)	(240)
Investment income		27	10
Profit before equity-accounted investments		70	186
Profit from sale equity-accounted investments		23	—
Profit before taxation		93	186
Taxation	9	(242)	(207)
Loss for the year from continuing operations		(149)	(21)
Loss for the year from discontinued operations	3.3	(425)	(56)
Loss for the year		(574)	(77)
Attributable to:
Shareholders of PPC Ltd – continuing operations		(250)	(71)
Shareholders of PPC Ltd – discontinued operations		(417)	11
Non-controlling interests		93	(17)
		(574)	(77)
Earnings/(loss) per share (cents)
Basic – group	10	(43)	(4)
Diluted – group		(43)	(4)
Basic – continuing operations		(16)	(5)
Diluted – continuing operations		(16)	(5)
Basic – discontinued operations		(27)	1
Diluted – discontinued operations		(27)	1

(a) Refer to note 1.3 for details regarding the prior period restatement.

SUMMARISED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME

for the year ended 31 March 2023

	Financial assets at fair valueForeign currency translationthrough other comprehensivereserveincome
	March2023Rm	March2022Rm	March2023Rm	March2022Rm
Loss for the year	—	—	—	—
Items that will be reclassified toprofit or loss on disposal
Translation of foreignoperations(a)	(2420)	(1443)	—	—
Loss reclassified to profit or losson disposal of foreign operation	111	—	—	—
Gain reclassified to profit or losson disposal of equity-accountedinvestments	(8)	—	—	—
Revaluation of financial assets(b)	—	—	(1)	1
Items that will not bereclassified to profit or loss
Actuarial gains onpost-retirement benefits	—	—	—	—
Other comprehensive(loss)/profit net of taxation	(2317)	(1443)	(1)	1
Total comprehensive loss	(2317)	(1443)	(1)	1
Attributable to:
Shareholders of PPC Ltd –continuing operations	(2445)	(1433)	(1)	1
Shareholders of PPCLtd –discontinued operations	111	—	—	—
Non-controlling interests	17	(10)	—	—

(a) Refer to note 1.3 for details regarding the prior period restatement.

(b) Revaluation of financial assets has a tax impact of R0,2 million (2022: R0,2 million).

Restated(a)Restated(a)MarchMarchMarchMarchMarchMarch202320222023202220232022RmRmRmRmRmRm——(574)(77)(574)(77)————(2420)(1443)—————111—————(8)————(1)1———5—55———(2313)(1442)—(77)(1519)5(574)(2887)—(71)(1503)5(250)(2691)—1111—(417)(306)	Post-retirement benefits			Retained profit		Total comprehensive loss
	—	—	93	(17)	110	(27)

SUMMARISED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 March 2023

	Other reserves(a)
	StatedcapitalRm	ForeigncurrencytranslationreserveRm	Financialassets atfair valuethroughothercomprehensiveincomeRm
March 2023
Balance at 31 March 2022	4 575	(5 054)	(3)
Movement for the year	(31)	(2 334)	(1)
IFRS 2 charges	—	—	—
Disposal of subsidiaries	—	—	—
Shares purchased in terms of the share incentive
scheme	(36)	—	—
Vesting of share incentive scheme	5	—	—
Actuarial gains	—	—	—
Other movement	—	—	—
Zimbabwe hyperinflation impact	—	—	—
Total comprehensive income/(loss)(b)	—	(2 334)	(1)
Dividends declared	—	—	—
Balance at 31 March 2023	4 544	(7 388)	(4)
March 2022 Restated(c)
Balance at 31 March 2021	3 965	(3 633)	(4)
Prior year adjustment – DRC
impairment	—	—	—
Balance at 31 March 2021 restated	3 965	(3 633)	(4)
IFRS 2 charges	—	—	—
Share incentive scheme forfeited	—	—	—
Sale of shares treated as treasury shares by
consolidated BEE special purpose vehicles (SPVs)	631	—	—
Disposal of subsidiaries		12
Shares purchased in terms of the share incentive
scheme	(21)	—	—
Other movement	—	—	—
Zimbabwe hyperinflation impact	—	—	—
Total comprehensive income/(loss)	—	(1 433)	1
Dividends declared	—	—	—
Balance at 31 March 2022	4 575	(5 054)	(3)

(a) Description of other reserves:

The foreign currency translation reserve includes exchange differences arising on monetary items that form part of PPC's net investment in a foreign operation.

Financial assets at fair value through other comprehensive income includes fair value changes and impairment adjustments on fair value through other comprehensive income assets. The cumulative gain or loss is recognised in the statement of profit or loss on derecognition of the financial assets.

Equity compensation reserve represents the increase in equity from the issuance of shares relating to the forfeitable share incentive scheme (FSP) and BEE transactions.

The post-retirement benefit reserve includes actuarial gains and losses on the post-retirement benefit.

Other reserves(a)

PostretirementbenefitRm	EquitycompensationreserveRm	RetainedprofitRm	Equityattributable toshareholdersof PPC LtdRm	NoncontrollinginterestsRm	TotalequityRm
—5	465104	7 367632	7 350(1 625)	22595	7 372(1 030)
—	27	—	27	—	27
—	—	(24)	(24)	579	555
—	—	—	(36)	—	(36)
—	(5)	—	—	—	—
5	—	—	5	—	5
—	8	(7)	1	—	1
—	74	1 330	1 404	—	1 404
—	—	(667)	(3 002)	110	(2 892)
—	—	—	—	(94)	(94)
5	569	7 999	5 725	617	6 342
—	906	5 649	6 883	(153)	6 730
—	—	466	466	209	675
—	906	6 115	7 349	56	7 405
—	36	—	36	—	36
—	(10)	5	(5)	—	(5)
—	(550)	—	81	—	81
—	18	(34)	(4)	—	(4)
—	—	—	(21)	—	(21)
—	(3)	—	(3)	—	(3)
—	68	1 341	1 409	—	1 409
—	—	(60)	(1 492)	(27)	(1 519)
—	—	—	—	(7)	(7)
—	465	7 367	7 350	22	7 372

((b) The reduction in the foreign currency translation reserve is due to the devaluation of the Zimbabwean dollar against the South African rand.

(c) Refer to note 1.3 for details regarding the prior period restatement.

SUMMARISED CONSOLIDATED STATEMENT OF CASH FLOWS

for the year ended 31 March 2023

	March	March
	2023	2022
	Rm	Rm
CASH FLOWS FROM OPERATING ACTIVITIES
Cash generated from operations	1 096	1 454
Finance costs paid	(160)	(224)
Interest received	14	—
Taxation paid	(145)	(11)
Cash available from operations	805	1 219
Net operating activities from discontinued operations	36	(174)
Net cash inflow from operating activities	841	1 045
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in intangible assets	(18)	(18)
Investment in property, plant and equipment (adjusted for capitalexpenditure accruals)	(415)	(553)
Proceeds from disposal of property, plant and equipment	5	27
Proceeds from disposal of equity-accounted investments	15	—
Net investing activities from discontinued operations	(121)	472
Net cash outflow from investing activities	(534)	(72)
Net cash inflow before financing activities	307	973

(b) During the period, the unfavourable non-cash changes on borrowings amounted to R50 million (March 2022: R68 million favourable) arising from unrealised foreign exchange differences.

		March	March
		2023	2022
		Rm	Rm
CASH FLOWS FROM FINANCING ACTIVITIES(b)
Proceeds from sale of PPC Ltd shares held by SPVs		—	81
Purchase of PPC Ltd shares in terms of the share incentive scheme		(36)	(21)
Repayment of interest rate swap liability		—	(12)
Repayment of borrowings		(446)	(1 970)
Proceeds from borrowings raised		3	1 000
Repayment of principal portion of lease liabilities		(29)	(30)
Dividends paid to non-controlling interest		(94)	(7)
Net financing activities from discontinued operations		(116)	(20)
Net cash outflow from financing activities		(718)	(979)
Net movement in cash and cash equivalents		(411)	(6)
Cash and cash equivalents at the beginning of the year		764	870
Effect of exchange rate movements on cash and cashequivalents – continuing operations		57	(98)
Effect of exchange rate movements on cash and cash equivalents– discontinued operations		14	(2)
Cash and cash equivalents at the end of the year		424	764
Cash and cash equivalents comprise
Cash and cash equivalents – continuing operations		424	577
Cash and cash equivalents – discontinued operations	3.4	—	187
Group cash and cash equivalents at the end of the year		424	764

(b) During the period, the unfavourable non-cash changes on borrowings amounted to R50 million (March 2022: R68 million favourable) arising from unrealised foreign exchange differences.

SEGMENTAL INFORMATION

for the year ended 31 March 2023

The group discloses its operating segments according to the business units, which are reviewed by the group executive committee, which is also the chief operating decision-maker for the group. The group executive committee primarily uses a measure of adjusted earnings before interest, tax, depreciation and amortisation (EBITDA) to assess the performance of the operating segments.

				South Africa and
		Consolidated	Botswana
		Restated(c)
	March	March	March	March
	2023	2022	2023	2022
	Rm	Rm	Rm	Rm
Revenue
Gross revenue	10195	10170	5782	5703
Inter-segment revenue(d)	(293)	(288)	(273)	(288)
Total revenue(e)	9902	9882	5509	5415
Cost of sales	(8 343)	(8 352)	(4 703)	(4 469)
Expected credit losses on financial assets	(23)	49	(18)	58
Admin and other operating expenses	(1 082)	(1 057)	(548)	(586)
Operating profit before items listed below	454	522	240	418
Fair value and foreign exchange gains movements	69	2	(2)	20
Fair value gain on Zimbabwe financial asset	—	56	—	—
Fair value loss on Zimbabwe blocked funds	(32)	(18)	—	—
Net monetary loss on hyperinflation in Zimbabwe	(131)	(108)	—	—
(Impairments)/reversal of impairments	(145)	(38)	(8)	(94)
Profit/(loss) before finance costs, investment income
and equity-accounted investments	215	416	230	344
Finance costs	(172)	(240)	(112)	(297)
Investment income	27	10	12	356
Profit/(loss) before equity-accounted earnings	70	186	130	403
Profit from sale of equity-accounted investments	23	—	—	—
Profit/(loss) before taxation	93	186	130	403
Taxation	(242)	(207)	(4)	(121)
Profit/(loss) for the year from continuing operations	(149)	(21)	126	282
Profit/(loss) for the year from discontinued operations	(425)	(56)	—	35
Profit/(loss) for the year	(574)	(77)	126	317
Attributable to:
Shareholders of PPC Ltd – continuing operations	(250)	(71)	126	282
Shareholders of PPC Ltd – discontinued operations	(417)	11	—	35
Non-controlling interests	93	(17)	—	—
	(574)	(77)	126	317

Cement Materials business

The operating segments are initially identified based on the products produced and sold and then per geographical location. The operating segments are and group services. South Africa and Botswana Cement, Zimbabwe, Rwanda, aggregates, ash and readymix

Cement Materials business Aggregates, ash and readymix Group services and other(b) Botswana Zimbabwe(a) Rwanda(a) South Africa March 2023 Rm March 2022 Rm March 2023 Rm March 2022 Rm March 2023 Rm March 2022 Rm March 2023 Rm Restated(c) March 2022 Rm Gross revenue 10 195 10 170 5 782 5 703 1 753 2 172 1 563 1 209 1 097 1 086 — — Inter-segment revenue(d) (293) (288) (273) (288) — — — — (20) — — — Total revenue(e) 9 902 9 882 5 509 5 415 1 753 2 172 1 563 1 209 1 077 1 086 — — Cost of sales (8 343) (8 352) (4 703) (4 469) (1 478) (1 956) (1 112) (894) (1 038) (951) (12) (82) Expected credit losses on financial assets (23) 49 (18) 58 (12) (3) (13) (3) 5 (3) 15 — Admin and other operating expenses (1 082) (1 057) (548) (586) (179) (207) (106) (70) (141) (139) (108) (55) Operating profit before items listed below 454 522 240 418 84 6 332 242 (97) (7) (105) (137) Fair value and foreign exchange gains movements 69 2 (2) 20 35 (17) 14 (9) (2) 1 24 7 Fair value gain on Zimbabwe financial asset — 56 — — — 56 — — — — — — Fair value loss on Zimbabwe blocked funds (32) (18) — — — — — — — — (32) (18) Net monetary loss on hyperinflation in Zimbabwe (131) (108) — — (131) (108) — — — — — — (Impairments)/reversal of impairments (145) (38) (8) (94) — — — (3) (49) 60 (88) (1) and equity-accounted investments 215 416 230 344 (12) (63) 346 230 (148) 54 (201) (149) Finance costs (172) (240) (112) (297) (6) (9) (49) (76) (2) (93) (3) 235 Investment income 27 10 12 356 3 4 1 1 — 39 11 (390) Profit/(loss) before equity-accounted earnings 70 186 130 403 (15) (68) 298 155 (150) — (193) (304) Profit from sale of equity-accounted investments 23 — — — — — — — — — 23 — Profit/(loss) before taxation 93 186 130 403 (15) (68) 298 155 (150) — (170) (304) Taxation (242) (207) (4) (121) (137) (25) (61) (46) 11 (11) (51) (4) Profit/(loss) for the year from continuing operations (149) (21) 126 282 (152) (93) 237 109 (139) (11) (221) (308) Profit/(loss) for the year from discontinued operations (425) (56) — 35 — — — — — (11) (425) (80) Profit/(loss) for the year (574) (77) 126 317 (152) (93) 237 109 (139) (22) (646) (388) Shareholders of PPC Ltd – continuing operations (250) (71) 126 282 (152) (93) 136 59 (139) (11) (221) (308) Shareholders of PPC Ltd – discontinued operations (417) 11 — 35 — — — — — (11) (417) (13) Non-controlling interests 93 (17) — — — — 101 50 — — (8) (67) (574) (77) 126 317 (152) (93) 237 109 (139) (22) (646) (388)

No individual customer comprises more than 10% of the group revenue.

SEGMENTAL INFORMATION continued

for the year ended 31 March 2023

			Cement
		Consolidated	Botswana	South Africa and
	March	Restated(c)March	March	March
	2023Rm	2022Rm	2023Rm	2022Rm
Basic – continuing operations	(16)	(5)	8	18
Basic – discontinued operations	(27)	1	—	2
Headline EPS – continuing operations	(8)	(3)	9	22
Headline EPS – discontinued operations	(1)	(10)	—	—
Depreciation and amortisation	903	971	420	407
EBITDA(f)	1358	1493	674	825
EBITDA margin (%)(g)	N/A	N/A	11,7	14,5
EBITDA margin (%)(h)	13,7	15,1	12,2	15,2
Assets
Non-current assets (excluding equity-accounted
investments)	7720	9698	3894	4197
Assets held for sale and held by disposal groups	8	2 919	—	—
Current assets	2759	2711	1435	1270
Total assets	10487	15 328	5329	5467
Investments in property, plant and equipment and
intangibles (refer to note 2)	437	568	217	265
Liabilities
Non-current liabilities	2420	3053	1592	1401
Liabilities associated with assets held for sale and
disposal groups	—	3122	—	—
Current liabilities	1725	1781	861	1053
Total liabilities	4145	7956	2453	2454
Capital commitments (refer to note 11)	227	111	65	47

(a) The International segment has been dissolved to present Zimbabwe and Rwanda separately to further enhance the financial

statements and therefore 31 March 2022 figures have been re-presented. (b) Group services and other comprises of Group shared services, PPC International Holdings, BEE entities and group eliminations.

(c) Refer to note 1.3 for details regarding the prior period restatement.

(d) Segments are disclosed net of inter-segment transactions.

(e) Revenue from external customers generated by the group's material foreign operations is as follows: Botswana R438 million (2022: R471 million)

Rwanda R1 563 million (2022: R1 209 million) Zimbabwe R1 753 million (2022: R2 172 million).

(f) EBITDA is defined as operating profit before depreciation and amortisation.

(g) EBITDA margin is defined as EBITDA divided by gross revenue (including inter-segment revenue).

(h) EBITDA margin is defined as EBITDA divided by total revenue (excluding inter-segment revenue).

	Materials business
Group services andother(b)		Aggregates, ash andreadymix
		South Africa		Rwanda(a)	Zimbabwe(a)
March2023Rm	March2022Rm	March2023Rm	March2022Rm	March2023Rm	March2022Rm	March2023Rm
(14)	(1)	(9)	4	9	(6)	(10)
(27)	(1)	—	—	—		—
(11)	(4)	(7)	4	11	(6)	(10)
(1)	—	—	—	—	—	—
38	48	48	99	115	386	282
(63)	41	(65)	341	447	393	365
—	3,8	(5,9)	28,2	28,6	18,1	20,8
—	3,8	(6,0)	28,2	28,6	18,1	20,8
243	298	233	1088	1169	3895	2181
—	—	8	—	—	—	—
98	252	212	455	510	637	504
341	550	453	1543	1679	4532	2685
13	41	38	65	52	181	117
142	231	20	250	173	179	493
—	—	—	—	—	—	—
48	211	164	284	358	273	294
190	442	184	534	531	452	787
3	3	4	13	63	48	92

NOTES TO THE SUMMARISED CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2023

1. BASIS OF PREPARATION

The summarised consolidated financial statements have been prepared in accordance with the provisions of the JSE Ltd (JSE) Listings Requirements for abridged reports, and the requirements of the Companies Act 71 of 2008 (Companies Act) as applicable to the summary financial statements. The Listings Requirements require the abridged reports to be prepared in accordance with the framework concepts and the measurement and recognition requirements of International Financial Reporting Standards (IFRS) and the South African Institute of Chartered Accountants Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued by Financial Reporting Standards Council, and contain at a minimum the information required by IAS 34-Interim Financial Reporting. The summary consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended 31 March 2023, which have been prepared in accordance with IFRS and the Companies Act, No 71 of 2008 of South Africa.

A copy of the full set of the audited consolidated financial statements is available for inspection from the company secretary or can be downloaded from the website www.ppcafrica.co.za.

All accounting policies applied in the preparation of these summarised consolidated financial statements are in compliance with IFRS and the accounting policies are consistent with the prior year except where the group has adopted new or revised accounting standards, amendments and interpretations of those standards, which became effective during the year in review. The adoption of any new or revised standards had no significant impact on the consolidated financial statements.

The consolidated and summarised consolidated financial statements have been prepared under the supervision of B Berlin CA(SA), chief financial officer, and were approved by the board of directors on Sunday, 25 June 2023. The directors take full responsibility for the preparation of these summarised consolidated financial statements.

All monetary information and figures presented in these financial statements are stated in rand, unless otherwise indicated.

1. BASIS OF PREPARATION continued

1.1 SIGNIFICANT JUDGEMENTS MADE BY MANAGEMENT AND SOURCES OF ESTIMATION UNCERTAINTY

The preparation of financial statements in conformity with IFRS requires management to make estimates, assumptions and judgements that affect reported amounts and related disclosures, and therefore actual results, when realised in the future, could differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis.

Judgements made by management in applying the accounting policies that could have a significant effect on the amounts recognised in the financial statements are disclosed in the respective notes.

Inventory write down to net realisable value amounted to R20 million (2022: R11 million) during the year.

1.2 GOING CONCERN

Based on the review of the group's financial budgets and forecasts, the directors believe that the company and the group have adequate financial resources to continue to be in operation in the foreseeable future.

As a result, these consolidated and summarised financial statements have been prepared on the going concern basis.

NOTES TO THE SUMMARISED CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2023

1. BASIS OF PREPARATION continued

1.3 PRIOR PERIOD RESTATEMENT

On 31 March 2021, PPC Ltd entered into a binding settlement agreement with PPC Barnet's lenders terminating the lenders' right of recourse to PPC Ltd. Simultaneously, PPC Ltd and the lenders entered into a non-binding term sheet to restructure the debt in PPC Barnet and to reorganise the governance of PPC Barnet ("the Restructure"). On implementation of the Restructure, PPC Ltd expected to lose control of PPC Barnet, and therefore the Restructure was a deemed disposal within the scope of IFRS 5 – Non-Current Assets Held for Sale and Discontinued Operations (IFRS 5).

On the classification of PPC Barnet as a, disposal group, the carrying amount of the disposal group was in excess of the fair value less costs to sell. This historically resulted in a recognition of an impairment loss of R761 million on 31 March 2021 and a subsequent impairment reversal of R215 million on 31 March 2022 in the consolidated annual financial statements.

In performing the impairment assessment of the PPC Barnet disposal group, PPC included the carrying amount of non-controlling interest in PPC Barnet in determining the quantified impairment loss and subsequent impairment reversal on 31 March 2021 and 2022 respectively. However, the non-controlling interest should have been excluded from the impairment assessment and the impact of deconsolidation of the non-controlling interests should only have been considered on 29 April 2022, on loss of control.

The impairment loss which should have been recognised on 31 March 2021 is R86 million and no reversal of impairment should have occurred on 31 March 2022. Refer to note 7 for details on the loss incurred on deconsolidation of PPC Barnet, including the non-controlling interest.

1. BASIS OF PREPARATION continued

1.3 PRIOR PERIOD RESTATEMENT continued

The prior year amounts have consequently been restated and the impact of such restatement is set out below:

	March2022	March2021
	Rm	Rm
Consolidated statement of profit or loss (extract)
Profit/(loss) for the year from discontinued operations(previously stated)	158	(1 141)
Correction of error – (impairment reversal)/impairment	(214)	675
Loss for the year from discontinued operations(restated)	(56)	(466)
Attributable to:
Ordinary shareholders of PPC Ltd – discontinuedoperations (previously stated)	159	(794)
Correction of error – (impairment reversal)/impairment	(148)	466
Ordinary shareholders of PPC Ltd – discontinuedoperations (restated)	11	(328)
Non-controlling interests (previously stated)	49	(307)
Correction of error – (impairment reversal)/impairment	(66)	209
Non-controlling interests (restated)	(17)	(98)

NOTES TO THE SUMMARISED CONSOLIDATED FINANCIAL STATEMENTS continued

for the year ended 31 March 2023

1. BASIS OF PREPARATION continued

1.3 PRIOR PERIOD RESTATEMENT continued

	March2022Rm	March2021Rm
Earnings/(loss) per share (cents) – group (previously
stated) – basic	5	12
Correction of error – (impairment reversal)/impairment	(9)	31
Earnings/(loss) per share (cents) – group (restated) –basic	(4)	43
Earnings/(loss) per share (cents) – group (previouslystated) – diluted	5	13
Correction of error – (impairment reversal)/impairment	(9)	30
Earnings/(loss) per share (cents) – group (restated) –diluted	(4)	43
Earnings/(loss) per share (cents) – discontinuedoperations (previously stated) – basic	10	(53)
Correction of error – (impairment reversal)/impairment	(9)	31
Earnings/(loss) per share (cents) – discontinuedoperations (restated) – basic	1	(22)
Earnings/(loss) per share (cents) – discontinuedoperations (previously stated) – diluted	10	(52)
Correction of error – (impairment reversal)/impairment	(9)	30
Earnings/(loss) per share (cents) – discontinuedoperations (restated) – diluted	1	(22)
Consolidated statement of financial position (extract)
ASSETS
Assets held for sale and held by disposal groups(previously stated)	2 458	2 984
Correction of error – impairment	461	675
Assets held for sale and held by disposal groups(restated)	2 919	3 659
EQUITY AND LIABILITIES
Capital and reserves
Retained profit (previously stated)	7 049	5 649
Correction of error – impairment	318	466
Retained profit (restated)	7 367	6 115
Non-controlling interests (previously stated)	(121)	(153)
Correction of error – impairment	143	209
Non-controlling interests (restated)	22	56

2. PROPERTY, PLANT AND EQUIPMENT

				Plant,
	Freehold			vehicles,
	land and	Mineral	Decommissioning	furniture and
	buildings	rights	assets	equipment	Total
	Rm		Rm	Rm	Rm
March 2023
Cost	2 646	164	93	13 157	16 060
Accumulated depreciation
and impairments	(951)	(100)	(27)	(7 651)	(8 729)
	1 695	64	66	5 506	7 331
Movements during theyear
Net carrying value at the
beginning of the year	2 134	101	239	6 781	9 255
Additions	18	2	1	399	420
To enhance existing
operations	14	1	1	356	372
To expand operations	4	1	—	43	48
Depreciation	(99)	(7)	(16)	(717)	(839)
Disposals	—	(1)	—	(14)	(15)
Impairments (refer to
note 8)	(9)	(20)	—	(55)	(84)
Other movements	(59)	—	60	(7)	(6)
Hyperinflation impact(b)	566	—	(22)	990	1 534
Transfer to non-currentassets held for sale
(refer to note 3)	—	—	—	(8)	(8)
Translation differences	(856)	(11)	(196)	(1 863)	(2 926)
Net carrying value atthe end of the year	1 695	64	66	5 506	7 331

NOTES TO THE SUMMARISED CONSOLIDATED FINANCIAL STATEMENTS continued

for the year ended 31 March 2023

2. PROPERTY, PLANT AND EQUIPMENT continued

	Freehold and
	leasehold			Plant, vehicles,
	land and	Mineral	Decommissioning	furniture and
	buildings	rights	assets	equipment	Total
	Rm	Rm	Rm	Rm	Rm
March 2022
Cost	2 964	208	338	14 576	18 086
Accumulated depreciationand impairments	(830)	(107)	(99)	(7 795)	(8 831)
	2 134	101	239	6 781	9 255
Movements during theyear
Net carrying value at thebeginning of the year	2 069	80	262	7 211	9 622
Additions	26	4	3	517	550
To enhance existingoperations	18	1	3	508	530
To expand operations	8	3	—	9	20
Depreciation	(106)	(6)	(8)	(786)	(906)
Disposals	(4)	—	—	(18)	(22)
Impairments (refer tonote 8)	(8)	—	(1)	(3)	(12)
Other movements	—	39	(2)	(39)	(2)
Hyperinflation impact	566	—	99	1 070	1 735
Translation differences	(409)	(16)	(114)	(1 171)	(1 710)
Net carrying value atthe end of the year	2 134	101	239	6 781	9 255

3. ASSETS CLASSIFIED AS HELD FOR SALE AND DISPOSAL GROUPS

			Restated(a)	Restated(a)
		31 March	31 March	31 March
		2023	2022	2021
	Notes	Rm	Rm	Rm
Non-current assets held forsale	3.1	—	2 919	3 659
Liabilities associated withassets held for sale anddisposal groups	3.2	—	(3122)	(3299)
Readymix trucks		8	—	—
		8	(203)	360

(a) A prior period restatement was recognised on the previously recognised impairment, refer to note 1.3.

PPC Barnet DRC Holdings and its DRC subsidiaries (PPC Barnet)

All the conditions precedent to the binding long-form agreements for the restructure of the senior lender debt were met on 29 April 2022, from which date PPC lost control of PPC Barnet and hence ceased to consolidate PPC Barnet. Refer to note 7.

Readymix trucks

PPC's Materials businesses (housed in legal entities PPC Aggregates SA, 3Q Mahuma Concrete and Pronto Building Materials) have been under severe financial pressure as a result of soft markets in which the businesses operate. One of the decisions was to convert certain fixed costs to a variable costs by disposing of owned fleet of trucks/ tipper trucks and converting to a "lorry-owned-driver" business model. This resulted in the classification of trucks as non-current assets held for sale, in terms of IFRS 5.

NOTES TO THE SUMMARISED CONSOLIDATED FINANCIAL STATEMENTS continued

for the year ended 31 March 2023

3. ASSETS CLASSIFIED AS HELD FOR SALE AND DISPOSAL GROUPS continued

3.1 Assets held for sale by disposal groups

Restated(a)March 2022	PPCBarnet –DRC(a)	PPC Limeenvironmenttrust	Total
Property, plant and equipment	2 093	—	2 093
Right-of-use assets	17	—	17
Other non-current assets	166	25	191
Inventory	319	—	319
Trade and other receivables	112	—	112
Cash and cash other equivalents	187	—	187
Total assets	2 894	25	2 919
Liabilities associated with assets heldfor sale and disposal groups
Provisions	(52)	—	(52)
Lease liabilities	(11)	—	(11)
Other non-current liabilities	(18)	(25)	(43)
Trade and other payables	(591)	—	(591)
Short-term portion of long-term
borrowings	(2414)	—	(2414)
Taxation payable	(11)	—	(11)
Total liabilities	(3097)	(25)	(3122)
Total equity	(203)	—	(203)

(a) A prior period restatement was recognised on the previously recognised impairment, refer to note 1.3.

3. ASSETS CLASSIFIED AS HELD FOR SALE AND DISPOSAL GROUPS continued

	PPC		PPC
Restated(a)	Barnet –		Botswana
March 2021	DRC(a)	PPC Lime	Aggregates	Total
Property, plant and equipment	2 124	250	16	2 390
Right-of-use assets	7	5	—	12
Financial assets	—	30	—	30
Other non-current assets	183	—	—	183
Deferred taxation assets	—	—	3	3
Inventory	221	79	27	327
Trade and other receivables	187	89	13	289
Taxation receivable	—	12	—	12
Cash and cash other equivalents	392	2	19	413
Total assets	3 114	467	78	3 659
Liabilities associated with assets heldfor sale and disposal groups
Provisions	(60)	(22)	(14)	(96)
Deferred taxation liabilities	—	(41)	—	(41)
Lease liabilities	(8)	(6)	(1)	(15)
Other non-current liabilities	(18)	—	—	(18)
Trade and other payables	(544)	(85)	(23)	(652)
Short-term portion of long-term
borrowings	(2 482)	—	—	(2 482)
Taxation payable	(2)	7	—	5
Total liabilities	(3 114)	(147)	(38)	(3 299)
Total equity	—	320	40	360

Assets held for sale by disposal groups

(a) A prior period restatement was recognised on the previously recognised impairment, refer to note 1.3.

NOTES TO THE SUMMARISED CONSOLIDATED FINANCIAL STATEMENTS continued

for the year ended 31 March 2023

3. ASSETS CLASSIFIED AS HELD FOR SALE AND DISPOSAL GROUPS continued

			Restated(a)
			31 March
		2023	2022
	Notes	Rm	Rm
Discontinued operations(b)
Revenue		76	1 318
Cost of sales		(49)	(1 060)
Gross profit		27	258
Expected credit losses on trade receivables		(1)	(2)
Administration and other operating expenditure		(14)	(142)
Operating profit before items listed
below:		12	114
Fair value and foreign exchange loss		—	(3)
(Loss)/profit on disposal of subsidiaries	7	(429)	175
(Impairment)/impairment reversal		(2)	1
(Loss)/profit before finance costs,investment income		(419)	287
Finance costs		(22)	(343)
Investment income		—	13
Loss before taxation		(441)	(43)
Taxation		16	(13)
Loss for the year from discontinued operations		(425)	(56)
Attributable to:
Shareholders of PPC Ltd		(417)	11
Non-controlling interests		(8)	(67)
		(425)	(56)
(Loss)/profit per share (cents)
Basic – discontinued operations		(27)	1
Diluted – discontinued operations		(27)	1
Cash flows from discontinued operations
Net operating cash flows from
discontinued operations		36	(174)
Net investing cash flows from discontinued
operations		(121)	472
Net financing cash flows from discontinued
operations		(116)	(20)
Effect of exchange rate movements on
cash and cash equivalents		14	(2)
Net (decrease)/increase in cash and cash equivalents		(187)	276

(a) A prior period restatement was recognised on the previously recognised impairment, refer to note 1.3.

(b) Discontinued operations in March 2023 includes amounts for PPC Barnet until 29 April 2022. In the prior year, these amounts include PPC Aggregate Quarries Botswana until 16 September 2021, PPC Lime until 30 September 2021, and PPC Barnet until 31 March 2022.

4. STATED CAPITAL AND RESERVES

	31 March 2023	31 March 2022
	Shares	Shares
Stated capital
Authorised ordinary shares	10000000000	10000000000
Refer to note 10 for total shares in issue
Authorised preference shares	20000000	20000000
Twenty million preference shares of R1 000 each. Nopreference shares have been issued.
	Rm	Rm
Stated capital
Balance at the beginning of the year	4575	3965
Shares purchased in terms of incentive scheme	(36)	(21)
Vesting of share incentive scheme	5	—
Sale of shares previously treated as treasury shares(a)	—	631
Balance at the end of the year	4544	4575
	Shares	Shares
Unissued shares
Ordinary shares	8446235376	8450320020
Preference shares	20000000	20000000

(a) These shares were owned by subsidiaries and treated as treasury shares, but sold on the open market during the prior year.

NOTES TO THE SUMMARISED CONSOLIDATED FINANCIAL STATEMENTS continued

for the year ended 31 March 2023

5. BORROWINGS

	March	March	March
	2023Rm	2023Rm	2022Rm
South Africa long-term funding	Available	Utilised	Utilised
Facility A – bullet term loan	400	400	400
Facility B – revolving credit facility	500	—	—
Facility C – amortising term loan	525	525	600
Capitalised transaction costs	—	(4)	(4)
Capitalised transaction costs written
off	—	3	3
Total	1425	924	999
International project funding
Rwanda new facility	265	265	383
Capitalised transaction costs	—	(6)	(6)
Total	265	259	377
Total long-term borrowings	1690	1183	1376
Short-term facilities
South Africa	540	6	210
Total short-term borrowings	540	6	210
Total borrowings	2230	1189	1586

UtilisedUtilised4003-month JIBAR400——3-month JIBAR5256003-month JIBAR(4)(4)33	Interestbase	Interest margin(basis points)284305294	InterestpaymentfrequencyQuarterlyQuarterlyQuarterly	Finalmaturity17 Dec 202417 Dec 202515 Sep 2026	SecuritySecuredSecuredSecured
924999383265(6)(6)259377	13,2%	N/A	Monthly	30 Aug 2024	Secured
183137621066210

NOTES TO THE SUMMARISED CONSOLIDATED FINANCIAL STATEMENTS continued

for the year ended 31 March 2023

6. REVENUE FROM CONTRACTS WITH CUSTOMERS

The group's revenue is derived from the sale of cementitious products to the group's customers. For cementitious products, revenue is recognised when the related performance obligations are satisfied by transferring control of the promised cementitious product to the group's customers. Revenue is disclosed net of indirect taxes, rebates and discounts offered to customers and after eliminating intergroup sales.

The group has the following revenue stream, which is recognised at a point in time:

	March	March
	2023	2022
	Rm	Rm
Disaggregation of revenue
Cementitious goods	8825	8796
Aggregates	154	196
Readymix	803	757
Ash	120	133
Total revenue	9902	9882
Major goods and services per primary geographicalmarkets
	9902	9882
South Africa	6148	6030
Botswana	438	471
Zimbabwe	1753	2172
Rwanda	1563	1209

7. DISPOSAL OF SUBSIDIARIES

7.1 DRC BARNET

The group has considered the following in accounting for its investment in PPC Barnet during the current year:

• The group's power to direct the relevant activities of PPC Barnet
• The group's exposure to variable returns of PPC Barnet;
• The group's ability to use its power over PPC Barnet to affect the amount of PPC Barnet's returns;
• The effective date of the loss of control
• The derecognition of PPC Barnet's assets, liabilities and non-controlling interest
• The recycling of the foreign currency translation reserve

7. DISPOSAL OF SUBSIDIARIES continued

7.1 DRC BARNET continued

On 29 April 2022, a formal "Restructuring Effective Date Notice" was issued, resulting in the following:

• i. All economic benefits for the foreseeable future that may be generated by PPC Barnet will accrue to parties outside of PPC, being the PPC Barnet lenders
• ii. PPC has a management agreement with PPC Barnet to manage and run the day-today operations of PPC Barnet for a period of five years. In terms of termination, PPC will not have the right to terminate the agreement for the initial five-year period. The lenders will not have the right to terminate the agreement within the first two years, whereafter they will have the right to terminate the agreement with 12 months' notice. However, should the lenders exercise the call option (refer point iv), the management agreement will be terminated (after a three-month notice period)
• iii. PPC has the right to appoint >50% of the directors of PPC Barnet. However, reserved matters need specific lenders' approval and include all strategic matters, approval of budgets, sale of assets, investments and changes to share capital. The lenders also have the right at any time to replace all of the PPC nominated directors
• iv. A call option has been granted to the lenders which allows the lenders to call on the full issued ordinary shares of PPC Barnet as well as the junior preference shares (JPS). The option is exercisable from the restructuring effective date to the date that all debts owed to the lenders have been repaid in full. The exercise price of the call option will be a nominal amount of US$1 for the first five years from issuance date. To the extent the lenders sell the equity and JPS for more than their debt, the excess will be paid for the JPS.
• v. PPC has sold 10% of its shareholding in PPC Barnet and has committed to sell a further 10% and has the permission of the lenders to do so – which will take its shareholding to 49%. At 31 March 2023, the shareholding was still at 59%.

The loss of control of the operations resulted in a loss of R400 million determined as follows:

	29 April 2022
	Rm
Consideration receivable	—
Carrying amount of net assets	(261)
Loss on restructure	(261)
Non-controlling interest	579
Loss before reclassification of foreign currency translation reserve	318
Reclassification of foreign currency translation reserve	111
Loss on restructure (loss of control)	429
Deferred tax impact	29
Loss on sale of subsidiaries	(400)

A prior period restatement was recognised on the previously recognised impairment, refer to note 1.3.

The investment was equity-accounted following the loss of control.

NOTES TO THE SUMMARISED CONSOLIDATED FINANCIAL STATEMENTS continued

for the year ended 31 March 2023

8. IMPAIRMENTS AND REVERSALS OF IMPAIRMENTS

	March2023Rm	March2022Rm
Impairment of goodwill	(42)	—
Impairment of intangible assets	(19)	(29)
Impairment of property, plant and equipment(refer to note 2)	(85)	(100)
Reversal of impairment of right-of-use asset	—	3
Reversal of impairment of property, plant and equipment(refer to note 2)	1	88
Gross impairments and reversals of impairments	(145)	(38)
Taxation impact	25	11
Net impairments	(120)	(27)

9. TAXATION

	31 March	31 March2022
	2023%	%
Taxation rate reconciliation
Effective tax rate	262	111
Prior years' taxation impact	67	(21)
Profit before taxation, excluding prior year's
taxationadjustments	329	90
Income taxation effect of:
Foreign taxation rate differential	21	3
Expenditure attributable to non-taxable income	(9)	(7)
Expenditure not deductible in terms of taxationlegislation(a)	(49)	(34)
Withholding taxation	(24)	(12)
Fair value adjustments on financial instruments nottaxable or deductible	1	4
Normalised taxation rate	269	44
Taxation effect of the following transactions
Deferred taxation not raised	(88)	(12)
Change in tax rate	—	17
Impairment of investments	(12)	—
Accounting profit on disposal of investments	7	—
Adjusted taxation rate before Zimbabwe	176	49
Expected credit loss provision on Zimbabwe blockedfunds	(9)	(3)
Fair value adjustment on Zimbabwe financial asset	—	8
Tax effect of Zimbabwe hyperinflation and SI 33	(140)	(26)
South African normal taxation rate	27	28

(a) Disallowed expenses in the jurisdictions in which PPC operates including interest, legal and consulting fees that are capital in nature, fines and penalties, non-deductible IFRS adjustments and limitations on the deductible value of telephone, entertainment and public relations.

NOTES TO THE SUMMARISED CONSOLIDATED FINANCIAL STATEMENTS continued

for the year ended 31 March 2023

10. EARNINGS AND HEADLINE EARNINGS PER SHARE

10.1 NUMBER OF SHARES AND WEIGHTED AVERAGE NUMBER OF SHARES

	31 March2023	31 March2022
	shares	shares
Total shares in issue at the beginning of the yearShares repurchased and cancelled during the year	1553764624—	1593114301(39349677)
Total shares in issue at the end of the year	1553764624	1553764624
Treasury shares	(29977850)	(14315063)
Impact on weighting of shares repurchased	—	3518831
Weighted average number of shares for calculation ofbasic earnings per share	1523786774	1542968392
Adjusted for:
Shares held by consolidated Safika Trust treated astreasury shares	1354347	1354347
Weighted average number of shares for calculation ofdiluted earnings per share	1525141121	1544322739

10.2 TREASURY SHARES

The difference between earnings and diluted earnings per share relates to the following treasury shares:

Shares held by consolidated participants of the second (BBBEE) transaction

Shares issued in terms of the second BBBEE transaction which was facilitated by means of a notional vendor funding (NVF) mechanism, with the transaction concluding on 30 September 2019. These shares participated in 20% of the dividends declared by PPC during the NVF period. With the exception of the Bafati Investment Trust, entities participating in this transaction are consolidated into the PPC group in terms of IFRS 10 – Consolidated Financial Statements during the transaction term. The group is in the process of winding up these Trusts and SPVs. In the prior year, the shares held by the Bafati and Masakhane Trusts were repurchased by PPC Ltd at 1 cent per share in accordance with the shareholder approval obtained in 2012 when the BBBEE transaction was approved.

Shares held by consolidated BBBEE trusts and trust funding SPVs

In terms of IFRS 10 – Consolidated Financial Statements, certain BBBEE trusts and trust funding SPVs from PPC's first BBBEE transaction are consolidated and, as a result, shares owned by these entities are carried as treasury shares on consolidation. The group is in the process of winding up these Trusts and SPVs. All shares held by the SPVs have been sold in the prior year.

10. EARNINGS AND HEADLINE EARNINGS PER SHARE continued

10.2 TREASURY SHARES continued

Shares held by consolidated Porthold Trust (Pvt) Ltd

Shares owned by a Zimbabwe employee trust company are treated as treasury shares.

Shares held by the Safika Consolidated Management Trust

These shares were issued in 2019 in order to retain and incentivise the Safika key management employees. This transaction was also facilitated through a NVF mechanism.

PPC shares held by PPC Zimbabwe

PPC Zimbabwe owns 986 237 (2022: 986 237) shares in PPC Limited shares via the Zimbabwe Stock Exchange.

In terms of IFRS requirements, shares held by subsidiaries, consolidated BBBEE entities and employee trusts are treated as treasury shares. As at 31 March 2023, a total of 2% (2022: 1%) of the total shares in issue are thus treated as treasury shares.

10.4 EARNINGS/(LOSS) PER SHARE Cents Cents Cents Cents Cents Cents Basic (27) 1 (16) (5) (43) (4) Diluted (27) 1 (16) (5) (43) (4) Discontinued operations Continuing operations Group March 2023 Rm Restated March 2022 Rm March 2023 Rm March 2023 Rm March 2023 Rm Restated March 2022 Rm Loss for the year (425) (56) (149) (21) (574) (77) Attributable to: Shareholders of PPC Ltd (417) 11 (250) (71) (667) (60) Non-controlling interests (8) (67) 101 50 93 (17) (425) (56) (149) (21) (574) (77)

10.3 BASIC EARNINGS/(LOSS)

NOTES TO THE SUMMARISED CONSOLIDATED FINANCIAL STATEMENTS continued

for the year ended 31 March 2023

10. EARNINGS AND HEADLINE EARNINGS PER SHARE continued

10.5 HEADLINE EARNINGS/(LOSS)

	Discontinued		Continuing
	operations		operations		Group
		Restated				Restated
	March	March	March	March	March	March
	2023	2022	2023	2022	2023	2022
	Rm	Rm	Rm	Rm	Rm	Rm
Headline earnings/(loss)
Headline earnings/(loss) is
calculated as follows:
Loss for the year	(425)	(56)	(149)	(21)	(574)	(77)
Adjusted for:
Reversal of impairment of property,
plant and equipment and intangible
assets (refer to note 8)	—	(1)	(1)	(91)	(1)	(92)
Impairment of property, plant and
equipment, intangible assets and
right-of-use assets (refer to note 8)	2	—	104	129	106	129
Impairment of goodwill (refer to		—	42	—	42	—
note 8)
Taxation on impairments	—	—	(25)	(11)	(25)	(11)
(Profit)/loss on sale of property,	—	—	9	(5)	9	(5)
plant and equipment
Profit on sale of equity-accounted	—	—	(23)	—	(23)	—
associates
(Profit)/loss on disposal of	400	(158)	—	—	400	(158)
subsidiaries
Taxation on profit/loss on sale of	—	—	(2)	1	(2)	1
assets
Headline earnings/(loss)	(23)	(215)	(45)	2	(68)	(213)
Attributable to:
Shareholders of PPC Ltd	(16)	(147)	(124)	(47)	(140)	(194)
Non-controlling interests	(7)	(68)	79	49	72	(19)

10.6 HEADLINE EARNINGS/(LOSS) PER SHARE

	Cents	Cents	Cents	Cents	Cents	Cents
Basic	(1)	(10)	(8)	(3)	(9)	(13)
Diluted	(1)	(10)	(8)	(3)	(9)	(13)

11. COMMITMENTS

	March2023Rm	March2022Rm
Contracted capital commitments	55	85
Approved capital commitments	172	26
Capital commitments	227	111
Lease commitments not reflected in measurement oflease liabilities	20	7
	247	118
Capital commitments
Southern Africa	72	50
Zimbabwe	92	48
Rwanda	63	13
	227	111
Capital commitments are anticipated to be incurred:
Within one year	216	92
Between one and five years	11	19
	227	111

Lease commitments

This relates to future cash outflows that the group is exposed to that are not reflected in the measurement of the lease liabilities. This includes exposure from variable lease payments for certain leases, lease payments for low-value leases and short-term leases.

Lease commitments

Land and buildings	6	4
Plant equipment	12	—
Other	2	3
	20	7
Lease commitments are anticipated to be incurred:
Within one year	15	3
Between one and five years	5	4
	20	7

NOTES TO THE SUMMARISED CONSOLIDATED FINANCIAL STATEMENTS continued

for the year ended 31 March 2023

12. FINANCIAL RISK MANAGEMENT

Methods and assumptions used by the group in determining fair values

The estimated fair value of financial instruments is determined at discrete points in time, by reference to the mid-price in an active market, wherever possible. Where no such active market exists for the particular asset or liability, the group uses valuation techniques to arrive at fair value, including the use of prices obtained in recent arm's length transactions, discounted cash flow analysis and other valuation techniques commonly used by market participants.

The fair value of unlisted collective investment is valued using the closing unit price at year-end.

The fair value of loans receivable and payable is based on the market rates of the loan and the recoverability.

The fair values of cash and cash equivalents, trade and other financial receivables and trade and other financial payables approximate the respective carrying amounts of these financial instruments because of the short period to maturity.

12. FINANCIAL RISK MANAGEMENT continued

Fair value hierarchy disclosures

	Carrying amount (by measurement
	basis)FairFairFair
			value	value	value
		Amortised
	Notes	cost	Level 1	Level 2	Level 3	Total
2023
Financial assets
At amortised cost
Trade and other financial
receivables		811	—	—	—	811
Cash and cash equivalents		424	—	—	—	424
Loan receivable		—	—	—	24	—
At fair value through other
comprehensive income
Investment in Old Mutual
shares on the Zimbabwe Stock
Exchange		—	—	2	—	2
MRG investment		—	—	—	6	6
At fair value through profit orloss
Unlisted collective investments
at fair value (held for trading)		—	—	144	—	144
Cell captive investment		—	—	—	33	33
Financial liabilities
At amortised cost
Long-term borrowings	5	852	—	—	—	852
Short-term borrowings	5	337	—	—	—	337
Lease liabilities		70	—	—	—	70
Trade and other financial
payables		1066	—	—	—	1066
At fair value through profit
or loss
Interest rate swap liability		—	—	1	—	1

NOTES TO THE SUMMARISED CONSOLIDATED FINANCIAL STATEMENTS continued

for the year ended 31 March 2023

12. FINANCIAL RISK MANAGEMENT continued

Fair value hierarchy disclosures continued

	Carrying amount (by measurementbasis)
			Fair	Fair	Fair
			value	value	value
		Amortised
	Notes	cost	Level 1	Level 2	Level 3	Total
2022
Financial assets
At amortised cost
Trade and other financial
receivables		755	—	—	—	755
Cash and cash equivalents		577	—	—	—	577
At fair value through other
comprehensive income
Investment in Old Mutual
shares on the Zimbabwe Stock
Exchange		—	—	3	—	3
At fair value through profit or
loss
Unlisted collective investmentsat fair value (held for trading)		—	—	144	—	144
Zimbabwe blocked funds		—	—	—	32	32
Cell captive investment		—	—	—	19	19
Financial liabilities
At amortised cost
Long-term borrowings	5	1150	—	—	—	1150
Short-term borrowings	5	436	—	—	—	436
Finance lease liabilities		59	—	—	—	59
Trade and other financialpayables		1256	—	—	—	1256
At fair value through profit or
loss
Interest rate swap liability		—	—	—	—	—

12. FINANCIAL RISK MANAGEMENT continued

Fair value hierarchy disclosures continued

Level 1 – Financial assets and liabilities that are valued accordingly to unadjusted market prices for similar assets and liabilities. Market prices in this instance are readily available and the price represents regularly occurring transactions which have been concluded on an arm's length transaction.

Level 2 – Financial assets and liabilities are valued using observable inputs, other than the market prices noted in the level 1 methodology, and make reference to pricing of similar assets and liabilities in an active market or by utilising observable prices and marketrelated data.

Level 3 – financial assets and liabilities that are valued using unobservable data, and require management judgement in determining the fair value.

Financialinstrument	Valuationtechnique	Keyunobservableinputs	Sensitivity %	Carryingvalue (Rm)	Increase ordecrease(Rm)
Zimbabweblocked funds	US$:ZWL$exchange rate	Credit riskadjustment of100%	1% higherand 1%lower	—	—
MRGinvestment	Net assetvalue	Cash and cashequivalents,investmentin unit trusts,insurance fundliabilities	n/a	6	—
Cell captiveinvestment	Net assetvalue	Cash and cashequivalents,Investmentin unit trusts,Insurance fundliabilities	n/a	33	—
Loanreceivable	The fair valuehas beendeterminedbased on thepresent valueadjusted forcounterparty'scredit risk.	Expectedfuture cashflows adjustedfor credit risk	n/a	24	—

Level 3 sensitivity analysis

NOTES TO THE SUMMARISED CONSOLIDATED FINANCIAL STATEMENTS continued

for the year ended 31 March 2023

12. FINANCIAL RISK MANAGEMENT continued

Fair value hierarchy disclosures continued

	2023	2022
Movements in level 3 financial instruments	Rm	Rm
Financial assets at fair value through profit or loss
Balance at the beginning of the period	51	114
New financial assets recognised	30	—
Fair value adjustments	89	3
Fair value adjustment – credit risk	(107)	46
Translation differences	—	(4)
Repayments	—	(108)
Balance at the end of the period	63	51

Remeasurements are recorded in fair value adjustments on financial instruments in the statement of profit or loss.

13. ADDITIONAL DISCLOSURE

Contingent liabilities and guarantees

The total guarantees issued by the group by means of a bank guarantee in favour of the various suppliers were R102 million (2022: R102 million). Included in this amount are financial guarantees for the environmental rehabilitation and decommissioning obligations of the group to the Department of Resources and Energy: amounting to R76 million (2022: R76 million).

14. EVENTS AFTER REPORTING DATE

There have been no events after the reporting date that warrant disclosure in these summarised annual financial statements.

15. AUDIT REPORT

The group's auditors PwC has issued their audit opinion on the consolidated financial statements for the year ended 31 March 2023. The auditor's report sets out their key audit matters. The audit was conducted in accordance with International Standards on Auditing. PwC has issued an unmodified audit opinion. These financial results have been derived from the audited consolidated financial statements and are consistent in all material respects with the audited consolidated financial statements. Any reference to future financial performance included in this announcement has not been reviewed or reported on by PwC.

CORPORATE INFORMATION

PPC Ltd

Incorporated in the Republic of South Africa Registration number: 1892/000667/06 JSE code: PPC ZSE code: PPC JSE ISIN: ZAE 000170049 (PPC or company or group)

Directors

PJ Moleketi (chair), R van Wijnen* (CEO), B Berlin (CFO), N Gobodo, BM Hansen**, K Maphisa, NL Mkhondo, CH Naude, D Smith, MR Thompson, * Dutch

• ** Danish

Registered office

*First Floor, 5 Parks Boulevard, Oxford Parks, Dunkeld, Johannesburg, 2196 (PO Box 787416, Sandton, 2146, South Africa) * From 1 September 2023

Transfer secretaries South Africa

Computershare Investor Services (Pty) Ltd First Floor, Rosebank Towers, 15 Biermann Avenue, Rosebank Private Bag X9000, Saxonwold, 2132

Transfer secretaries Zimbabwe

Corpserve Registrars (Pvt) Ltd 2nd Floor, ZB Centre, corner 1st Street and Union Avenue, Harare, Zimbabwe (PO Box 2208, Harare, Zimbabwe)

Company secretary

KR Ross 1 September 2023: First Floor, 5 Parks Boulevard, Oxford Parks, Dunkeld, Johannesburg, 2196 (PO Box 787416, Sandton, 2146, South Africa)

Sponsor

Questco Corporate Advisory (Pty) Ltd Ground Floor, Block C, Investment Place, 10th Road, Hyde Park, Johannesburg, 2196

FORWARD LOOKING STATEMENT

This report, including statements on the demand outlook, PPC's expansion projects and its capital resources and expenditure, contains certain forward looking views that are not historical facts and relate to other information which is based on forecasts of future results and estimates of amounts not yet determinable. By their nature, forward looking statements involve uncertainties and the risk that these forward looking statements will not be achieved. Although PPC believes the expectations reflected in these statements are reasonable, no assurance can be given that these expectations will prove correct. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, outcomes could differ materially from those set out in the forward looking statements as a result of, among other factors, changes in economic and market conditions, success of business and operating initiatives, changes in the regulatory environment, other government action and business and operational risks.

Forward looking statements apply only as at the date on which they are made. PPC does not undertake to update or revise them, whether arising from new information, future events or otherwise. While PPC takes reasonable care to ensure the accuracy of information presented, it accepts no responsibility for any damages – be they consequential, indirect, special or incidental, whether foreseeable or unforeseeable – based on claims arising out of misrepresentation or negligence in connection with a forward looking statement. This report is not intended to contain any profit forecasts or profit estimates, and some information in this report may be unaudited.

PPC Ltd 148 Katherine Street (Cnr Grayston Drive) Sandton, 2196 Johannesburg