Rights Offer Summary 2. What is a rights offer? 2. Why is PPC undertaking a rights offer? 2-3. Is the Rights Offer underwritten? 3

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1 CONTENT Rights Offer Summary 2 What is a rights offer? 2 Why is PPC undertaking a rights offer? 2-3 Is the Rights Offer underwritten? 3 What does it mean to underwrite the offer? 3 What are the terms of the Rights Offer? 3 What price will the new shares be issued at? 3 What is the timeline for the Rights Offer process? 3 What is a Letter of Allocation? 4 What is a Form of Instruction? 4 What are my choices? 4-7 Will the proportion of the Company I own stay the same? 7 Can I sell some Rights and use the proceeds to subscribe for my remaining Rights? 7 If I decide to sell all of my Rights, how much money will I receive? 7 Are there charges attached to subscribing for Rights? 7 What happens if I take no action? 7 What if there are joint holders of the Rights? 8 Can I change my mind? 8 What happens if I don t return my Form of Instruction and or payment in time? 8 How will refunds be carried out? 8 What happens if my payment for taking up my Rights fails? 8 What classifies a Restricted Shareholder? 8 What are the tax implications? 8 What are the costs associated with the Rights Offer? 9 What happens if the Rights Offer is not successful? 9 1

2 Summary Fully underwritten rights offer to raise R4 billion in gross proceeds to be used to strengthen PPC s financial position while preserving the long- term value of the Group for shareholders. New ordinary shares in PPC will be offered to Qualifying PPC Shareholders at a ratio of Rights Offer Shares for every 100 PPC ordinary shares held at Friday, 2 September The Rights Offer Shares will be offered at a subscription price of ZAR4.00 per Rights Offer Share. The Rights Offer Circular which was issued on 1 September 2016 is available on PPC s website Shareholders and potential investors should read it before making any investment decision. Questions and Answers What is a rights offer? In PPC s case, new shares (Rights Offer Shares) are being offered to Qualifying Shareholders at a ratio of Rights Offer Shares for every 100 PPC ordinary shares held and at a discounted price of ZAR4.00 per Rights Offer Share. Why is PPC undertaking a rights offer? The Board believes that a successful Rights Offer would put the Group in a stronger financial position while preserving the long-term value of the Group for PPC Shareholders. PPC embarked on a strategy in 2010 to expand into Africa to extract value from high-growth economies and diversify the Group s exposure from the South African economy, as well as to expand the Group s business into adjacent and downstream business (the Expansion Strategy ). As part of the Expansion Strategy, the Group has invested in projects in Rwanda, the DRC, Zimbabwe and Ethiopia. Given the project lifecycle in the cement industry and the long lead time required to implement these projects, the Group has drawn down on pre-arranged project finance debt without an immediate concomitant increase in earnings and resultant cashflow. In order to help finance these projects, the Group incurred additional debt during a period of deterioration in the macroeconomic environment in which the Group operates which has impacted negatively on the profitability of the Group s existing operations and consequently on the liquidity and leverage position of the Group as a whole. Due to the aforesaid environment, on 30 May 2016, S&P Global Ratings downgraded the Company s long-term and short-term South African national scale corporate credit ratings to zabb-/zab from zaa/zaa-2 respectively (the Ratings Downgrade ). As a result of the Ratings Downgrade, noteholders of outstanding notes ( Notes ) issued under PPC s domestic medium term note programme had the right to elect that the Company redeem their Notes at par plus accrued interest. On 24 June 2016, the majority of noteholders elected that the Company redeem their Notes at par plus accrued interest. On 15 July 2016, Notes with an aggregate value of R1.614 billion were redeemed by the Company. As an interim measure and in order to ensure that PPC was able to settle the outstanding note obligations referred to above, the Company entered into a liquidity and guarantee facility with a consortium of lenders ( the Liquidity and Guarantee Facility ). In order to address the challenges outlined above, the Company is seeking to raise R4 billion in gross proceeds through the Rights Offer. 2

3 The net proceeds of the R4 billion rights offer will: (i) repay the outstanding amounts advanced by lenders under the Liquidity and Guarantee Facility (~R1.8 billion); (ii) repay outstanding amounts advanced by the lenders under other finance facilities (~R1.2 billion); and (iii) finance existing projects of the Group and meet other requirements for funding its operations. Full details of the reasons for the Rights Offer are detailed in section 2.2: Reasons for the Rights Offer, on page 14 of the Rights Offer Circular. Q. Is the Rights Offer underwritten? The Rights Offer is fully underwritten by the Underwriters, subject to customary conditions and termination events up until the date of settlement of the Rights Offer, and is not conditional on a minimum subscription. The Underwriters are The Standard Bank of South Africa Limited, Absa Bank Limited, Nedbank Limited and Rand Merchant Bank, a division of FirstRand Bank Limited. Further details of the underwriting arrangements are disclosed in Part 15: Underwriting Arrangements on page 141 of the Rights Offer Circular. What does it mean to underwrite the offer? This is an agreement whereby the underwriter agrees to buy any shares that have not been taken up by the company s shareholders under the rights offer. What are the terms of the Rights Offer? Qualifying Shareholders will have the right to buy Rights Offer Shares for every 100 PPC Ordinary Shares held at close of business on Friday, 02 September 2016 The Rights Offer Shares will, when issued and fully paid, be ordinary shares ranking equally in all respects with the PPC Ordinary Shares currently in issue The Rights Offer will result in the issue of 1 billion new ordinary shares (representing percent of the issued share capital of PPC following completion of the Rights Offer) What price will the new shares be issued at? The new ordinary shares will be offered at a price of ZAR4.00 each, in respect of Qualifying Shareholders who hold shares on the Johannesburg Stock Exchange Limited ( JSE ) or Zimbabwe Stock Exchange ( ZSE ). This offer price per new ordinary share represents: 55.5 percent discount to the closing share price of PPC Ordinary Shares on Friday, 19 August percent discount to the theoretical ex-rights price of ZAR5.92 per PPC Ordinary Share on the same day The purchase price will be payable at the time shareholders accept the offer. What is the timeline for the Rights Offer process? The Rights Offer will open at 09:00 (SAST) on Monday, 5 September 2016 and will close at 12:00 (SAST) on Friday, 16 September The Letters of Allocation will be listed on the JSE from 09:00 (SAST) on Wednesday, 31 August 2016 until close of business (SAST) on Tuesday, 13 September 2016 under Code PPCN and ISIN ZAE The Letters of Allocation will be listed on the ZSE from 09:00 (SAST) on Monday, 29 August 2016 until close of business (SAST) on Tuesday, 13 September 2016 under Code PPCN and ISIN ZAE A detailed timetable for the Rights Offer can be found on page 20 of the Rights Offer Circular under section 5.6 Rights Offer Timetable. 3

4 What is a Letter of Allocation? It is a renounceable (nil paid) letter of allocation to be issued to Qualifying Shareholders in electronic form relating to the Rights Offer. It represents the rights of shareholders and enables them to trade their rights. What is a Form of Instruction? It is the form which you must complete and post or deliver to the relevant transfer secretary to exercise your rights if you are a Qualifying Certificated Shareholder. If you are a Qualifying Dematerialised Shareholder, the printed form of instruction does not apply to you. What are my choices? NOTE: Please consult your CSDP, broker, banker, legal adviser, accountant or other professional adviser immediately to discuss your options. Action required by Qualifying Certificated Shareholders If you want to subscribe for all of your rights, you must complete the Form of Instruction (contained in the Rights Offer Circular) and submit it together with payment to the relevant Transfer Secretary by not later than 12:00 (SAST) on Friday, 16 September If you do not wish to subscribe for all of the Rights allocated to you as reflected in the Form of Instruction, you may either dispose of or renounce all or part of your Rights. If you wish to dispose of all or part of your Rights, you must complete Form A in the Form of Instruction and return it to the relevant Transfer Secretary so that it is received by no later than 12:00 (SAST) on Tuesday, 13 September The Transfer Secretaries will endeavour to procure the sale of your Rights on the JSE or ZSE (as applicable) on your behalf and to remit the proceeds less any fees paid to the Transfer Secretaries in accordance with your instructions. In this regard, neither the Transfer Secretaries nor PPC will have any obligation or be responsible for any loss or damage whatsoever in relation to or arising from the timing of such sales, the price obtained or the failure to dispose of such Rights. Please note that the last day to trade Letters of Allocation is Tuesday, 13 September If you wish to renounce all or part of your Rights in favour of any named renouncee, you must complete Form B in the Form of Instruction, and the renouncee must complete Form C in the Form of Instruction, and return it to the Transfer Secretaries so as to be received by no later than 12:00 (SAST) on Friday, 16 September If you take up your full Rights and you wish to apply for additional Rights Offer Shares, you must complete the Form of Instruction in accordance with the instructions contained therein and remit sufficient funds to cover your total application. Payment for the Rights Offer Shares subscribed for if not a PPC employee: (i) must be made in full by a bankguaranteed cheque drawn on a South African bank or banker s draft drawn on a registered commercial bank (each of which should be crossed and marked not transferable, and in the case of a cheque with the words or bearer deleted), or electronic funds transfer ( EFT ) (into the designated bank account, details of which are available from the Transfer Secretaries on request by contacting the Transfer Secretaries call centre for corporate actions on +27 (0) in relation to South African Qualifying Shareholders and in relation to Zimbabwean Qualifying Shareholders) in favour of PPC Ltd 2016 Rights Offer ; (ii) must be paid in Rand; and (iii) if made by bankguaranteed cheque, banker s draft or proof of payment by EFT, must be lodged, posted, faxed or ed, as the case may be, together with the completed Form of Instruction, as follows: 4

5 In relation to South African Qualifying Shareholders: By hand to: PPC Ltd Rights Offer c/o Computershare Investor Services Proprietary Limited Ground Floor 70 Marshall Street Johannesburg 2001 South Africa By facsimile to: +27 (0) By post to: PPC Ltd Rights Offer c/o Computershare Investor Services Proprietary Limited PO Box Marshalltown 2107 South Africa By to: In relation to Zimbabwean Qualifying Shareholders: By hand to: PPC Ltd Rights Offer c/o Corpserve Transfer Securities (Pvt) Ltd 2nd Floor, ZB Centre Corner First Street and Kwame Nkurumah Avenue Harare Zimbabwe By facsimile to: By post to: PPC Ltd Rights Offer c/o Corpserve Transfer Securities (Pvt) Ltd PO Box 2208 Harare Zimbabwe By to: enquiries@corpserve.co.zw Qualifying Certificated Shareholders are advised to take into consideration postal delivery times when posting their Forms of Instruction, as no late postal deliveries will be accepted. Qualifying Certificated Shareholders are advised to, where possible, deliver their completed Forms of Instruction, together with their bank-guaranteed cheques or banker s drafts or proof of payment if by EFT, by hand or by courier. Action required by Qualifying Dematerialised Shareholders If you are a Qualifying Dematerialised Shareholder, the printed Form of Instruction is not applicable to you. Your CSDP or Broker will credit your account with the number of Rights to which you are entitled and you should receive notification from your CSDP or Broker in this regard. If your CSDP or Broker does not contact you, you should contact your CSDP or Broker and provide them with your instructions. If you do not wish to subscribe for all of the Rights allocated to you, you may either dispose of or renounce all or part of your Rights. If you wish to dispose of all or part of your Rights, you are required to instruct your CSDP or Broker as to the number of Rights of which you wish to dispose. Please note that the last day to trade Letters of Allocation is Tuesday, 13 September If you wish to renounce all or part of your Rights in favour of any named renouncee, you are required to instruct your CSDP or Broker as to the number of Rights you wish to renounce and in favour of whom you wish to renounce those Rights. 5

6 If you wish to subscribe for all or part of your Rights, you are required to instruct your CSDP or Broker as to the number of Rights Offer Shares for which you wish to subscribe. If you take up your full Rights and you wish to apply for additional Rights Offer Shares, you are required to instruct your CSDP or Broker as to the number of additional Rights Offer Shares for which you wish to subscribe. CSDPs effect payment on a delivery versus payment basis. Instructions to your CSDP or Broker must be provided in the manner and time stipulated in the custody agreement governing the relationship between yourself and your CSDP or Broker. If your CSDP or Broker does not obtain instructions from you, they are obliged to act in terms of the mandate granted to them by you or, if the mandate is silent in this regard, the Rights of such Qualifying Dematerialised Shareholder may lapse. Overseas Shareholders and Restricted Shareholders The making or acceptance of the proposed offer of the Letters of Allocation and/or Rights Offer Shares to persons who have registered addresses outside South Africa, or who are resident, or located, in, or citizens of, countries other than South Africa, may be affected by the laws of the relevant jurisdiction. Those persons should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their Rights. Rights Offer Shares will be provisionally allotted (nil paid) to all PPC Ordinary Shareholders on the Register at the Record Date. However, the Form of Instruction will not be sent into Australia, Canada or Japan (each a Restricted Territory ) and Letters of Allocation will not be credited to CSDP or Broker accounts of PPC Ordinary Shareholders that the Company is aware are in Restricted Territories, except where PPC is satisfied that such action would not result in contravention of any registration or other legal requirement in any jurisdiction. The Rights Offer is not generally being made available to shareholders in the United States. US shareholders who are qualified institutional buyers (as defined in Rule 144A under the US Securities Act of 1933) ( QIBs ) may take up their Rights in the Rights Offer, or acquire Rights Offer Shares in the Rights Offer, provided certain conditions are met, including delivery of a signed investor letter (attached as Appendix A to the Rights Offer Circular) to (1) the Company by to Neil.Caldwell@ppc.co.za and Juanita.September@ppc.co.za and (2) their CSDP or Broker along with a confirmation from the Company, that such shareholder is eligible to participate in the Rights Offer, by Friday, 9 September 2016 or earlier if required by their CSDP or Broker. QIBs should also consult their CSDP or Broker who will provide them with instructions for how to accept or sell their entitlements. The Rights will not be made available to the holders of PPC ADRs, but the Rights will be sold by the depositary (as the holder of the underlying PPC Ordinary Shares) and the net proceeds distributed to the holders of PPC ADRs. CSDPs and Brokers who hold for the account of Restricted Shareholders (as defined below) who have not sold their Rights should notify Strate as to the amount of such shareholders holdings so that Strate can instruct the relevant Transfer Secretary in accordance with the following paragraph. If a premium can be obtained over the expenses of the sale, the Rights of PPC Ordinary Shareholders with registered addresses or who are resident or located in the United States (subject to certain exceptions) or in any Restricted Territory on the Record Date ( Restricted Shareholders ) will be sold by the Transfer Secretaries on the JSE for the benefit of such Restricted Shareholders, in accordance with this section. Any premium over the expenses of the sale of a Restricted Shareholder s Rights (including applicable taxes, brokerage fees and commissions) shall be remitted to such Restricted Shareholder. 6

7 Restricted Shareholders who do not sell their Rights risk their Rights lapsing if they fail to act in terms of the instructions received from their CSDP or Broker. Should such Rights lapse, they will not be entitled to any payment under the terms of the Rights Offer. Additional information for Overseas Shareholders is provided section Overseas Shareholders of the Rights Offer Circular. Additional information relevant to the treatment of Restricted Shareholders Rights is provided in section (b) Restricted Shareholders of the Rights Offer Circular. Action required if you have disposed of your PPC Ordinary Shares If you have disposed of all of your PPC Ordinary Shares, this Circular should be forwarded to the purchaser to whom, or the CSDP, broker, banker or agent through whom, you disposed of such shares, but not if the purchaser or transferee is in the United States, a Restricted Territory or any other jurisdiction where to do so may constitute a violation of local securities laws or regulations. Will the proportion of the Company I own stay the same? The difference in the proportion of PPC that you own before and after the Rights Offer will be determined by how many of your Rights you decide to subscribe for. If you decide to subscribe for all of your rights, your proportion of PPC will not change. If you decide to sell some or all of your Rights, or let them lapse, then the proportion of PPC you own will be significantly smaller once the Rights Offer has been completed than if you take up all your Rights. If you sell or decide not to take up your Rights, then your proportion of PPC that you own will reduce. You will however, continue to hold your existing ordinary shares regardless of whether or not you participate in the Rights Offer. Can I sell some rights and use the proceeds to subscribe for my remaining rights? Yes, provided that you are a Qualifying Shareholder and have made the necessary arrangements with your CSDP or Broker. If I decide to sell all of my Rights, how much money will I receive? The price you will receive for your Rights will depend on market conditions. Please be aware that the market price for Rights is different from the issue price of the new ordinary shares under the Rights Issue. The market price for the Rights reflects the value the market places on the Rights, and may fluctuate like all traded securities. It is possible that you will receive little or no proceeds from the sale of some or all of your Rights. It is also possible that the Transfer Secretaries will not be able to sell your Rights, depending on market conditions. If your Rights are not sold, they will lapse. Are there charges attached to subscribing for Rights? Yes, there will be brokerage and statutory costs. What happens if I take no action? If you decide to take no action your Rights will expire or lapse after the offer closes on at 12:00 (SAST) on Friday, 16 September 2016, and you will no longer be entitled to take up or sell your Rights. The new shares which your Rights entitled you to subscribe for and which you did not subscribe for will be offered for sale in the market and any premium obtained over the issue price and the expenses of sale will be paid to you by cheque. There is no guarantee that it will be possible to find other people to acquire the new shares at a price that would result in any payment to you. 7

8 What if there are joint holders of the Rights? All joint holders of Letters of Allocation must sign. Can I change my mind? After you have returned your Form of Instruction and paid for your Rights, you cannot withdraw your application or change the number of new ordinary shares that you have applied to subscribe for. What happens if I don t return my Form of Instruction and or payment in time? The Rights Offer process must run according to a strict timetable. If your completed Form of Instruction and payment (if applicable) are received after the relevant deadline, your election will not be processed and your Rights will lapse. If you are posting your Form of Instruction and payment, you must allow sufficient time for them to arrive before the relevant deadline. Please note that all items sent to, by, from or on behalf of a shareholder are sent entirely at the shareholder s own risk. How will refunds be carried out? Cheques refunding monies in respect of unsuccessful applications by Qualifying Certificated Shareholders for additional Rights Offer Shares will be posted to the relevant applicants, at their own risk, on/about Wednesday, 21 September What happens if my payment for taking up my Rights fails? If your cheque is returned by the banking system and payment cannot be made on the first presentation of your cheque, your acquisition of new shares may be treated as invalid and you may not be allotted new shares. In this case your Rights may be treated in the same way as if they had lapsed. What classifies a restricted shareholder? A Restricted Shareholder means a registered PPC shareholder on the Record Date, being close of business (SAST) on Friday, 02 September 2016, with a registered address or who is resident or located in the United States or in any Restricted Territory. See also Overseas Shareholders and Restricted Shareholders above. Details pertaining to overseas and restricted shareholders can be found in section Overseas Shareholders, starting on page 55 of the Rights Offer Circular. Additional information relevant to the treatment of Restricted Shareholders Rights is provided in section (b) Restricted Shareholders. What are the tax implications? PPC Shareholders are advised to consult their tax and financial advisers regarding any tax consequences to them of receiving, exercising and disposing of the Rights and acquiring, owning and disposing of the Rights Offer Shares in terms of the Rights Offer. Additional information is provided in Part 14: Taxation starting on page 132 of the Rights Offer Circular. 8

9 What are the costs associated with the Rights Offer? Estimated Expenses in Relation to the Rights Offer are disclosed in section 16.3: Estimated Expenses in Relation to the Rights Offer on page 159 of the Rights Offer Circular. What happens if the Rights Offer is not successful? The Rights Offer is fully underwritten which means the underwriters have committed to acquire any Rights Offer Shares not taken up, subject to customary conditions and termination events up until the date of settlement of the Rights Offer. Further details of the underwriting arrangements are disclosed in Part 15: Underwriting Arrangements on page 141 of the Rights Offer Circular. Shareholder Queries: Shareholders should send any queries to Please note that for legal reasons, only information contained in this document and the Rights Offer Circular and information relating to PPC s register of members can be provided. Advice on the merits of the Rights Offer, or legal, financial, tax or investment advice cannot be provided. This document is provided for information purposes only, you are advised to read the Rights Offer Circular in full. 9