STRENGTH BEYOND THE BAG

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1 STRENGTH BEYOND THE BAG

2 Strength beyond the bag Giving strength to Africa s dreams... Commentary Overview of PPC 2013 at a glance ii Profile 2 Vision 2 Investment proposition 2 Values 3 Strategy 4 Operations and geography 5 Key milestones 6 Approach to sustainable development 7 Stakeholder engagement 8 Value added 11 Material issues 12 Leadership 14 Forward-looking statements This report including, without limitation, those statements concerning the demand outlook, PPC s expansion projects and its capital resources and expenditure, contain certain forward-looking views. By their nature, forward-looking statements involve risk and uncertainty and although PPC believes the expectations reflected in such statements are reasonable, no assurance can be given that these expectations will prove correct. Accordingly, results 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 risk management. While PPC takes reasonable care to ensure the accuracy of information presented, we accept 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 document is not intended to contain any profit forecasts or profit estimates, and some information in this document may be unaudited. Chairman s report 20 Chief executive officer s report 22 Chief financial officer s report performance review Summary of integrated performance 34 Seven-year financial review 36 Operations review 38 People review 42 Social review 53 Environmental review 62 Awards in Mining charter scorecard dti BBBEE status 71 Corporate governance review 72 Remuneration review 86 Risk and compliance review 103 Independent assurance report 107 Index to Global Reporting Initiative indicators (G3.1) 108 Summarised annual financial statements Basis for preparation 112 Independent auditors report on the audited summarised annual financial statements 113 Consolidated statement of financial position 115 Consolidated income statement 116 Consolidated statement of comprehensive income 117 Consolidated statement of changes in equity 118 Consolidated statement of cash flows 119 Segmental information 120 Notes to the summarised annual financial statements 122 Administration PPC shareholder analysis 128 Corporate information 129 Financial calendar 129 Notice of annual general meeting 130 Form of proxy and explanatory notes 137 Annexure Glossary 140

3 PPC Ltd i About this report PPC s 2012 Integrated Report was voted as the overall winner at the Nkonki Top 100 SA Integrated Reporting Awards. { Follow us Like us Watch us Scope and boundary of report This integrated report and the supplemental information on our website cover PPC s financial and non-financial performance between 1 October 2012 and 30 September This report has been primarily compiled for providers of capital, but will be of interest to all stakeholders. The scope of this report covers all PPC s manufacturing facilities (cement and lime), aggregate quarries and depots in South Africa, Botswana, Zimbabwe, Mozambique and Rwanda. Our annual financial statements were prepared in accordance with International Financial Reporting Standards (IFRS), requirements of the South African Companies Act, regulations of JSE Limited (JSE) and recommendations of King III. In compiling this report, PPC has also considered the latest Global Reporting Initiative sustainability reporting guidelines, known as GRI G3.1. The GRI classification for our report is application level C+, which is self-declared and requires the group to report on at least 10 GRI indicators across economic, social and environmental performance. Certain indicators have been externally assured by Deloitte & Touche (report on page 107). We have also included areas we believe will enhance understanding of our processes, achievements, challenges and progress for the year. Some of these may be material issues for PPC determining materiality is a comprehensive process that combines risk identification and assessment with strategic objectives, stakeholder feedback, market conditions and our own performance to prioritise those issues that are key to our sustainability now and in the near future. Details for obtaining copies of the integrated report from the PPC group company secretary appear on page 129. For further details on sustainability matters, please contact: Ms Tshilidzi Dlamini, PPC group manager, sustainability and environment, tel +27(11) , fax +27(11) , Reporting approach This is our fourth integrated report a style of reporting that allows us to emphasise the fundamental link between our financial and non-financial performance (environmental, social and governance), contextualise the risks and opportunities the group faces, and how these influence our business strategy. generated at BeQRious.com The JSE requires listed companies to produce integrated reports, in line with the recommendations of King III, although the actual framework for integrated reporting remains the subject of international debate. Accordingly, we have been guided by discussion papers from the International Integrated Reporting Committee on accepted best practice in annual reporting and the transition to GRI G4 reporting guidelines. For quick access on your smart phone to the PPC website scan the barcode above. Board approval The board accepts responsibility for the integrity of the company s integrated report. As per King III, the board has delegated the responsibility to evaluate sustainability disclosure to the audit committee, which recommended that the board approve this report. Where this icon appears, it is an indication of further information on our website Bheki Sibiya Chairman Ketso Gordhan Chief executive officer

4 ii PPC Ltd 2013 at a glance +13% R8,3 billion +8% R2,5 billion +16% 214 cents per share +26% R2,9 billion Revenue Normalised EBITDA* Normalised earnings per share* Cash generated from operations 2012: R7,3 billion 2012: 185 cents 2012: R2,3 billion 2012: R2,3 billion per share * Calculated before the impact of BBBEE IFRS 2 charges, Zimbabwe indigenisation and restructuring costs. Financial Normalised earnings per share increased by 16% Annual dividends increased 7% to 156 cents per share Cash generated by operations up 26% PPC issued its inaugural bond in 2013, which was 4,6 times oversubscribed See page 26 for further information. People Women now comprise 21,7% of PPC s workforce Invested 5,3% of payroll in skills development (R44,3 million) Over R33 million in dividends paid to employee share owners See page 42 for further information. Governance and risk Compliant with King III Compliant with mining charter scorecard Continuous improvement in integrated reporting acknowledged in awards See page 72 for further information. Social Under new social and labour plans (2013 to 2017), PPC has committed R50 million across ten mining sites in South Africa 89% of total procurement (R4,1 billion) spent with BBBEE suppliers See page 53 for further information. Environmental Major upgrades further reduce air emissions and improve energy performance ISO accreditation for all certified operations maintained Renewable energy: construction on first wind farm on PPC site under way See page 62 for further information. PPC s total cement sales volumes up 7%

5 PPC Ltd % change 2012 Financials (R million) Revenue Operating profit* Property, plant and equipment Total assets Cash generated from operations Ordinary share analysis Headline earnings per share (cents)* Earnings per share (cents)* Dividends per share (cents) Number of employees * Calculated before the impact of BBBEE IFRS 2 charges, Zimbabwe indigenisation and restructuring costs. PPC recorded good volume growth in its South African and Zimbabwean cement operations, and made significant progress in its strategy on African expansion. Construction of a tonne per annum (tpa) plant is under way in Rwanda, and construction to start in 2014 on projects in Ethiopia and the Democratic Republic of the Congo (DRC). >40% of all structures in southern Africa would have been built with PPC cement R18,3 billion Market capitalisation Six-month daily average shares traded

6 2 PPC Ltd Profile Last year, PPC celebrated 12 decades of innovation as the leading cement producer in southern Africa. For over a century, PPC has tracked the growth and development of South Africa and Zimbabwe, producing cement for many of the countries iconic landmarks, including the Union Buildings, Gariep Dam and Van Staden s River Bridge, the Gautrain, Medupi power station, new Cape Town Stadium, Kariba Dam and much of southern Africa s infrastructure. Today, PPC supplies from nine cement manufacturing facilities and three milling plants in South Africa, Botswana, Zimbabwe and Rwanda that can produce around eight million tonnes of cement products each year. PPC also produces aggregates, metallurgical-grade lime, burnt dolomite and limestone. Our Mooiplaas aggregates quarry in Gauteng has the largest production capacity in South Africa. Our focus extends beyond our group to the broader industry. As a leader in this industry, PPC has actively invested in technology to reduce air emissions, minimise waste production, recycle and recover raw materials, enhance energy efficiency and conserve natural resources while producing a reliable and affordable supply of building materials to support the economies of countries where we operate. PPC is a truly African success story a focused business that reflects the strengths of its people, products and services. As we expand into the rest of Africa, we will deploy our sustainable business model one built to last by going beyond the bag. Vision To grow PPC into a leading emergingmarket business. PPC operates in emerging markets, where 70% of the world s cement is produced. These markets are largely characterised by higher growth in populations, GDP and cement demand. Collectively, they offer new opportunities and deliver higher returns for producers of cement and related products. Investment proposition Cash generative Excellent dividend yield and history Leading producer in southern Africa with best geographic spread Strong financial position Financial strength to explore expansion opportunities Experienced management team

7 PPC Ltd 3 Values Customer focused Our customers are the reason for our existence and all our efforts are focused on good relationships, understanding and meeting their needs consistently. Excellence in all we do We are professional and do things properly. We at PPC set the standard. We lead. We set challenging goals and are performance-driven. We are flexible and agile and we seek to continuously improve. Yesterday s stretch becomes today s standard. Integrity is non-negotiable Great place to work We work in teams. Everyone has an important role to play and we want to create a non-discriminatory, safe and healthy work environment. We respect the dignity of every individual we engage with. We embrace transformation and diversity. Legitimacy We are seen by our stakeholders as caring and adding value. We are seen as long-term contributors and not short-term takers. We care for the environment and the communities in which we operate. We meet our commitments. We do what we say. We are honest and obey the law. Creating a better life for all stakeholders Everyone s contribution creates the value. All stakeholders share in the value and success we create.

8 4 PPC Ltd Strategy Our aim is to grow into a leading emerging-market business. As we expand into the rest of Africa, it is crucial that we maintain our focus on our performance in our historical markets. As such, two key strategies support our vision: Enhance our industry leadership in southern Africa Expand our operational footprint into other parts of Africa Enhance our industry leadership in southern Africa Internally we refer to this as keeping the home fires burning. The key drivers of this strategy and our progress are shown below: Key driver Improve our sales, marketing, customer focus and overall value proposition Achieve global competitiveness by retaining our focus on operational and logistical efficiencies, and good corporate governance Renew or upgrade equipment, especially relating to environment or efficiency Acquire businesses with a good strategic fit Ensure cash flow returns that support sustainable investment in current and new markets Progress New products address both customer needs and value 2013 South African cement production costs per tonne up 6% Governance structures continually enhanced Over R2 billion invested in operating efficiencies Environmental performance in line with regional and international benchmarks Acquisition of Pronto Ready Mix in progress; awaiting regulatory approval of Safika Cement acquisition 2013 cash flow generated from operations up 26% Expand our operational footprint into other parts of Africa In this strategy, internally referred to as our rest of Africa strategy, we are on track to achieve our initial target to grow revenue earned outside of South Africa from 20% to over 40% by Key drivers and progress are shown below: Key driver Target countries with high potential for infrastructure development, low per capita cement consumption and current cement shortages Progress Increased stake to 30% in Habesha Cement, Ethiopia with construction of 1,4 million tonnes per annum (mtpa) plant due to commence in 2014 Acquired 51% stake in CIMERWA, Rwanda, with construction of tpa plant under way Construction of 1 mtpa plant in the Democratic Republic of the Congo imminent Concluding feasibility study to construct cement facilities to service northern Zimbabwe and Mozambique (Tete) Stringent criteria govern our expansion strategy and are regularly reviewed: Identify suitable markets Locate limestone (quality and quantity) Identify local partner/government support Identify equipment supplier (EPC or engineer, procure, construct) Select project managers Secure appropriate funding Ensure skilled staffing is in place

9 PPC Ltd 5 Operations and geography Expanding our operational footprint into rest of Africa 1 Jupiter 2 Hercules 3 Slurry 4 Dwaalboom 5 Riebeeck 6 De Hoek 7 Port Elizabeth 8 Colleen Bawn 9 Bulawayo 10 Lime Acres 11 Laezonia quarry 12 Mooiplaas quarry 13 Kgale quarry 14 Gaborone 15 Saldanha 16 Quarries of Botswana 17 George 18 Maputo 19 Habesha 20 CIMERWA 21 Democratic Republic of Congo Ethiopia 19 Addis Ababa Kinshasa 21 Democratic Republic of the Congo 20 Rwanda Cement plant Milling depot Aggregate quarry Lime plant Sales depots Project Current operations Current project Current operations and current project 15 6 Cape Town 5 Botswana 16 Bulawayo Gaborone Johannesburg South Africa 17 7 Port Elizabeth Mozambique Zimbabwe Durban 18 Maputo

10 6 PPC Ltd Key milestones 1892 PPC established as De Eerste Cement Fabrieken Beperkt 1908 Name changed to Pretoria Portland Cement Company Limited, maiden dividend starts a tradition unbroken for over a century 1910 Listed on JSE 1916 Slurry produces first cement 1921 De Hoek factory built 1927 Port Elizabeth factory built 1937 Jupiter produces its first cement 1960 Riebeeck factory commissioned 1977 PPC enters lime industry and becomes Barlow subsidiary 1984 Dwaalboom completed but mothballed in economic recession until Botswana blending plant commissioned, SureBuild launched 2001 PPC enters Zimbabwe by acquiring Portland Holdings, enters aggregates market 2003 PPC is included in the FTSE/JSE Top 40 index 2007 Unbundled from Barloworld 2008 R3,9 billion broad-based black economic empowerment transactions 2010 Centenary as company listed on the JSE 2012 The company changes its name to PPC Ltd and expands its footprint into Ethiopia and Rwanda 2013 African expansion gathers momentum as PPC enters DRC Case study Product innovation: the sure way to make more concrete PPC Ltd has been South Africa s leading cement supplier since 1892, and has become a trusted brand among contractors and consumers alike. Continuous innovation to ensure the superior performance of its cement products has entrenched this reputation. PPC produces a premium range of products that guarantees strength performance and ensures the right cement is available for specific applications. PPC led the cement revolution in South Africa when it introduced higher-strength products to the market. The premium 52.5 Portland cement is the highest strength class available, meeting the most demanding performance requirements for a broad range of applications in the construction, building, ready-mix, precast and concrete product manufacturing industries. Surebuild is a tried and tested product that has been engineered for consistent and appropriate performance. Surebuild 42.5 has introduced new concrete, screed and mortar mixes, offering up to 33% more yield for concrete, screed and mortar, compared to previous industry mixes for 32.5 general-purpose cement products. This translates directly into more value for money. SureRoad, the latest addition to PPC s product range, was launched after extensive research and development to meet technical requirements for road stabilisation. The CEM II Portland-composite cements are ideal for constructing cement-stabilised substrate layers for roads, and our performance testing has shown excellent results across a range of soil types and different road classes.

11 PPC Ltd 7 Approach to sustainable development Sustainable development is inherent to our business because it underpins the sustainability of PPC as a going concern. Strength beyond the bag epitomises our approach and understanding that PPC is part of its communities and environments; that everything we do has an impact (detailed in our stakeholder engagement section). Our aim is to ensure this impact is positive for all stakeholders. PPC understands that managing a sustainable business requires the balanced integration of performance, corporate governance, social, economic and environmental factors into the strategy and operation of the business. Equally, we understand that this is dynamic and requires an ongoing review process. To formulate our strategy and identify our material issues, PPC uses a wide range of criteria, processes and stakeholder engagements, summarised below: Internal factors Group s vision, mission, key values, policies, strategies, operational management systems, objectives and targets. Expectations and concerns of stakeholders, including employees, customers, shareholders, governments, suppliers and communities. Underlying risks to PPC as defined by internal integrated risk methodologies. Innovation, including product development and the manner in which PPC could potentially influence suppliers and customers in terms of sustainable development. External factors Challenges and emerging issues for the cement sector, for example global industry consolidation. Relevant laws, regulations and changes to legislation that affect PPC and its stakeholders Companies Act, skills development, employment equity, waste management, air quality, and local bylaws. Changes involving sustainability issues, impacts, risks or opportunities (eg climate change, energy efficiency) identified through published global research and development. Advice received through external experts in the business strategy, risk and sustainability fields.

12 8 PPC Ltd Stakeholder engagement In terms of PPC s inclusive process, we engage with all stakeholder groups. Employees Customers Shareholders and investment community Suppliers Banks, funders and insurance companies PPC engages with all stakeholder groups, understanding that their input is critical to developing our strategy and operating a truly sustainable business. We use many avenues to facilitate this engagement (detailed on our website), particularly formal stakeholder forums at corporate and operational level. National, provincial and local government, and regulatory bodies Industry associations Academic institutions and professional organisations Media Non-governmental and community organisations Trade unions

13 PPC Ltd 9 Stakeholder Type of engagement Issues raised Action taken Employees In-house publications, intranet, roadshows, factory Invocoms and key leader meetings, performance and one-on-one meetings, factory safety and environmental meetings All PPC leaders drive various forums, from the CEO down Employee benefits including salaries Company performance Safe working environment Understanding transformation strategy and plans Individual performance and development Succession planning Through the revitalised Kambuku philosophy, there is ongoing dialogue with all employees to address issues raised. In the review period, salaries and benefits were improved, and an investigation is under way on housing conditions for specific staff members. Organisational climate Environmental awareness Trade unions Regular meetings as per respective recognition agreements, key leader meetings with all employee representatives at each operation Cost-of-living salary adjustments and other employee benefits Negotiated annual salary adjustments. Academic institutions and professional organisations Meetings Conferences Site forums Stack emissions and dust fallout Emission levels recorded in the integrated report. Industry associations Meetings Conferences Working groups Proposed CO 2 tax PPC provides environmental inputs on projects and legislation in various industry associations and other forums. PPC established an industry news service on its website after the closure of the Concrete and Cement Institute. National, provincial and local government regulatory bodies Municipalities SARS Meetings Conferences Working groups Factory inspections Air quality and waste management Financial provisioning for rehabilitation Integrated water use licences and water quality Social and labour plan implementation Western Cape expansion plan Mining charter scorecard Environmental authorisation applications Financial provisions are made for factory decommissioning and quarry rehabilitation (see annual financial statements). 70% of water licences granted. Social and labour plans for 2013 to 2017 submitted. All health and safety elements reviewed and complied with.

14 10 PPC Ltd PPC stakeholder engagement continued Stakeholder Type of engagement Issues raised Action taken Customers Customer visits Factory visits Industry conferences Industry associations Hospitality events Independent customer satisfaction surveys In-store visits and promotions Technical support and education Advertising Price, service, product range, quality Managing cement waste (used bags and spillage) Empowerment status PPC communicates price increases in writing in advance. A technical marketing function evaluates quality and product range feedback. Empowerment status certificate available to all stakeholders. Appointed key account managers. PPC s new mobile application or app allows contractors and DIYers to accurately calculate quantities, check weather conditions along with a host of other useful functions. Suppliers Site visits (including suppliers suppliers) Meetings Supplier audits Tender briefing sessions Product development Alignment to customer strategy Environmental status of supply chain Health and safety for contractors Increased focus and capital approved for material handling where necessary. Standard practice is for all contractors entering a site to receive safety induction training. Media Press releases Interviews Meetings Industry outlook Financial results Carbon footprint Products PPC has a specific engagement plan and specific media interactions were held during the year. People Shareholders, investors, banks, funders and insurance companies Annual and interim results Website Integrated reports Investor roadshows Meetings Conferences Cement demand and pricing outlook Financial performance Implementation of strategy Competitor activity Carbon footprint Written reporting and responses given at the various engagements. PPC s inaugural bond issue was almost five times oversubscribed, underscoring the market s confidence in our balance sheet management capabilities. Communities including nongovernmental and community organisations Public forums Meetings Internet PPC Community Trust (community engagement forum meetings) Operational environmental performance Employment Projects to support community upliftment submitted to trustees from beneficiary communities See social and environmental reports. Where possible employees are sourced from the communities in which we operate. Trustees approve funding allocations and community projects for implementation.

15 PPC Ltd 11 Value added Value added statement for the year ended 30 September 2013 A measure of the wealth created by the group is the amount of value added to the cost of raw materials, products and services purchased. This statement shows the total wealth created and how it was distributed. Rm Notes Revenue Paid to suppliers for materials and services 1, 4 (4 645) (3 917) Value added BBBEE IFRS 2 charges (48) (123) Zimbabwe indigenisation costs (93) Exceptional items (1) Income from investments^ Total wealth created Wealth distribution: Salaries, wages and other benefits Providers of capital Finance costs Dividends Ordinary dividends Dividends paid to external BBBEE trusts by consolidated SPVs 4 Government Reinvested in the group to maintain and develop operations Depreciation and amortisation Retained profit Deferred taxation Value added ratios Number of employees (30 September) Revenue per employee (R000) Wealth created per employee (R000) NOTES 1. Paid to suppliers for materials and services Transnet Freight Rail and Barloworld Logistics are the only suppliers of services exceeding 10% of total amounts paid. All contracts are paid in accordance with agreed terms. 2. Salaries, wages and other benefits Salaries, wages, overtime payments, commissions, bonuses and Employer contributions ~ Government Taxation normal, CGT and STC Rates and taxes paid to local authorities 5 4 Customs duties, import surcharges and excise taxes 9 6 Skills development levy 9 8 Cash grants and subsidies received from the government (6) (4) Included in Paid to suppliers for materials and services is: Donations and social labour plan expenditure Dividends paid to BBBEE transaction beneficiaries ^ Includes interest received, dividend income and share of associate s retained Includes restructuring costs of R64 million (2012: Rnil million). ~ In respect of pension funds, retirement annuities, provident funds, medical aid and insurance.

16 12 PPC Ltd Material issues Based on our approach to managing a sustainable business, our strategic objectives, stakeholder engagement and comprehensive risk management, we have identified material issues our stakeholders need to consider. Where a material issue is addressed in this report or on our website, it is cross referenced. 1 3 Markets Macro factors beyond our control but essential in developing our strategy. Political and regulatory Maintaining the competitiveness of our products is an ongoing challenge. Strategic The pillars of PPC s sustainable growth for the benefit of all stakeholders. Human capital The skills and commitment of team PPC are the cornerstone of our growth. 2 4 Material issues Response strategy Status Markets Weak demand and overcapacity in South Africa and Botswana New entrant in South African market despite existing overcapacity. 1 Increase revenue generated in other countries by expanding PPC s footprint into developing/emerging market economies. Rationalise production capacity to improve utilisation and efficiency across all PPC sites. Reduce manufacturing costs. Increased focus on customer needs, marketing and product enhancement. 30% stake in Habesha Cement, Ethiopia. 51% stake secured in CIMERWA, Rwanda. Additional projects announced in Zimbabwe and the Democratic Republic of the Congo. Older less-efficient equipment remains on care and maintenance, pending changes in market demand. Continue to ensure most efficient allocation of resources and strong customer focus. See page 22 Imported cement into South Africa and Mozambique Cement imports have risen to around 7,6% of South African demand, despite fluctuations in the exchange rate. Imports into Mozambique have affected prices. Ensure PPC is competitive in cost, quality and customer service. Lobbying industry bodies, government departments and customers to understand the threat of unstable supply, quality breaches and local manufacturing job losses. Continuous focus on efficiency, quality and customer service. Engaging with relevant industry bodies and supporting legal action to ensure fair application of quality standards has to date been unsuccessful. See page 38 Political and regulatory Increasingly onerous policy and regulatory environment in South Africa The complexity of legislation, and pace of change, is making manufacturing in South Africa uncompetitive. 2 Ensure an effective compliance function is in place. Improve relationships with government to better understand policy direction. Lobby industry and state bodies to ensure regulatory environment congruent with a competitive manufacturing industry. PPC has a compliance function in place and group-wide compliance to legislation is monitored. Engaging with relevant industry and state bodies on: developing an appropriate carbon tax strategy, waste handling and air emission legislation. See page 105

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