210

THE PROFESSIONAL PROVIDENT SOCIETY HOLDINGS TRUST (Registration number IT312/2011)

(‘the Trust’)

Notice is hereby given that the fourth annual general meeting (‘the meeting’) of the members of the Trust will be held on Monday, 2 June 2014 at 18:00, in the PPS Indaba Centre, 6 Anerley Road, Parktown, Johannesburg, for the following purposes:

1. To approve and adopt the annual fi nancial statements for the year ended 31 December 2013, including the reports of the trustees and the auditors of the Trust.

2. To re-appoint PricewaterhouseCoopers Inc. as the auditors of the trust.

3. To elect and appoint trustees in place of those trustees retiring in accordance with the Trust Deed which established and governs the Trust (‘Trust Deed’).

Ms U Botha, Dr N G Campbell, Mr Y N Gordhan and Mr P Ranchod retire by rotation at the meeting in terms of the Trust Deed and, with the exception of Ms Botha, have made themselves available for re-election.

The following trustees, being eligible for re-election and appointment, offer themselves for re-election and appointment as trustees of the Trust:

3.1 Dr N G Campbell

3.2 Mr Y N Gordhan

3.3 Mr P Ranchod

In addition, the following candidates have been nominated for election and appointment as trustees of the Trust in terms of the Trust Deed:

3.4 Mr N C Nyawo

3.5 Mr B R Topham

(Abbreviated biographical details of the persons referred to above are set out on pages 213 to 218 of these fi nancial statements).

EXPLANATORY NOTE ON THE APPOINTMENT OF THE TRUSTEESThe board of trustees currently consists of 20 trustees, all of whom were appointed in accordance with the Trust Deed. In terms of clause 5.3.1 of the Trust Deed, a maximum of 12 of the trustees may be appointed by the members in general meeting. There are four vacancies and there are 5 nominees for these vacant positions (including the trustees who retire by rotation and who offer themselves for re-election and appointment). In terms of the Trust Deed, if more persons have been nominated for the offi ce of trustee than there are vacancies, and although each candidate will be voted upon by a separate resolution, the result of the voting shall be determined in accordance with the number of votes cast in favour of each resolution so that the vacancies will be fi lled by the four candidates receiving the highest number of favourable votes. Members should vote for a maximum of four trustees.

4. To elect the Audit Committee of the Trust. The following trustees, who meet the requirements of paragraph 26.1 of the Trust Deed, nominated by the Group Nominations Committee, have offered themselves for election:

NOTICE TO THE MEMBERS OF THE ANNUAL GENERAL MEETING

211

4.1 Ms D L T Dondur

4.2 MR Y N Gordhan

4.3 Mr E A Moolla

5. To approve the following remuneration of the trustees for the period 1 July 2014 to 30 June 2015:

5.1 remuneration of the chairman, comprising a retainer of R325 300 and an attendance fee of R14 000 per meeting;

5.2 remuneration of the deputy chairman, comprising a retainer of R216 900 and an attendance fee of R10 475 per meeting;

5.3 remuneration of the co-opted members of the board of trustees, comprising a retainer of R154 700 and an attendance fee of R7 000 per meeting;

5.4 remuneration of the remainder of the members of the board of trustees, comprising a retainer of R108 500 and an attendance fee of R7 000 per meeting;

5.5 remuneration of the chairman of the Trust Audit Committee, being an attendance fee of R16 500 per meeting;

5.6 remuneration of the members of the Trust Audit Committee, being an attendance fee of R8 250 per meeting;

5.7 remuneration of the chairman of the Group Nominations Committee, being an attendance fee of R12 250 per meeting; and

5.8 remuneration of the members of the Group Nominations Committee, being an attendance fee of R6 125 per meeting.

VOTINGIn voting or passing any resolution:

• Associate Members (as defi ned in clause 18 of the Trust Deed) do not have any votes; and

• Ordinary Members (as defi ned in clause 18 of the Trust Deed) shall have 100 (one hundred) votes each, plus 1 (one) additional vote for each completed R200,00 (two hundred Rand) standing to his/her credit in his/her Apportionment Account (as defi ned in the Trust Deed), as at the most recent date prior to the meeting when the Apportionment Accounts of Ordinary Members were adjusted, provided that an Ordinary Member who is at the date of the vote 3 (three) months or more in arrear with the payment of his/her premiums (payable in terms of the Master Contract (as defi ned in clause 1.2.25 of the Trust Deed)) shall only have 1 (one) vote at the meeting.

A member who has more than 1 (one) vote may not split votes to exercise his/her votes in voting on any particular resolution but shall exercise all his/her votes either for or against the resolution or the member may abstain from voting on it.

In regard to the election of Trustees to serve on the Board, it should be noted that there are four vacancies only. Accordingly, the vacancies will be fi lled by the four candidates receiving the highest number of favourable votes.

212

PROXIESAny member who is entitled to attend and vote at the meeting may appoint one or more proxies (who need not be a member of the Trust) to attend, speak and on a poll to vote or abstain from voting in his/her stead.

Proxy forms must be delivered at one of the following addresses or via facsimile or email, to be received by, and marked for the attention of, the Secretary, by no later than 18:00 on Wednesday, 28 May 2014:

• Physical address: 6 Anerley Road, Parktown, Johannesburg

• Postal address: PO Box 1089, Houghton, 2041

• Facsimile: 011 644 4641

• E-mail: Companysecretary@pps.co.za

By order of the board of trustees

V E BarnardSecretary

The Professional Provident Society Holdings Trust

26 March 2014

NOTICE TO THE MEMBERS OF THE ANNUAL GENERAL MEETING(continued)

213

ABBREVIATED CURRICULA VITAE FOR NOMINATED CANDIDATES

NEIL GORDON CAMPBELL

Date of birth

16 April 1950

Profession

Dental consultant to various groups

Tertiary qualifi cations

• BDS (Wits)

Positions held

• Secretary, Vice-President, President, Southern Transvaal Branch of SA Dental Association

• Member of National Council of DASA/SADA, Chairperson of Private Practice Committee DASA and SADA, President Elect, Member of unifi cation team DASA. Holder of DASA Bronze Medal

• SADA Delegate to International Dental Federation 1997 to 2008 and member of the FDI Communication and Member Support Committee 2001 – 2009

• Regional vice-Chairperson of African Region of FDI 1997 – 2006

• Private Dental Practice 1973 – 1999 in UK, Welkom, Rustenburg and Bedfordview

• Chief Executive Offi cer, SA Dental Association 2000 – 2008

• Sometime examiner in Dental Ethics, Jurisprudence and Practice Management, Medunsa and sometime lecturer at Wits, Pretoria and Medunsa Universities

• Member of Medical and Dental Board of Health Professions Council of SA and CPD, Post Graduate Education and Foreign Graduate Registration Committees 2003 – 2011

• ORALnet 1997 – 2007

• Oral Health Marketing Committee 2000 – 2008

• Elands Properties 1997 – 2009

Directorships/Trusteeships

• Professional Provident Society Limited 2001 – 2011

• The Professional Provident Society Holdings Trust 2011 – present

• Professional Provident Society Insurance Company Limited 2004 to present

• PPS Group Nominations Committee PPS 2010 to present

• Member of the Board of Professional Medical Scheme Administrators (Pty) Ltd 2009 to present

214

YASWANT NAROTHAM GORDHAN

Date of birth

1 March 1951

Profession

Professional Accountant and Business Consultant

Tertiary qualifi cations and professional membership

• B.Com (Hons), CA(SA)

• Master of Science (Bus. Admin) Penn State University USA (1989)

Positions held

• Financial Director: Hendler and Hart (Pty) Limited (October 2000 to July 2003)

• Audit Consultant: Desai Jadwat Inc (2000)

• Chief Executive Offi cer of Public Accountants’ and Auditor’s Board (1998 – 1999)

• Financial and Auditing Consultant (1983 – 1998)

• Professor: Deputy Head of Department of Accounting, University of Zululand, Umlazi Campus (1991 – 1998)

• Vice-Dean: Umlazi Faculty of Commerce and Administration (1996 – 1998)

• Senior Lecturer: University of Durban-Westville (1981 – 1991)

• Financial Accountant: Anikem (Pty) Limited (1980)

• Audit Senior: Arthur Young and Company (1974 – 1980)

• Member: Regulating Committee governing Airports Company of South Africa and Air Traffi c Navigation Services (1998 to 2011)

• Chairman: Education, Training, Development and Practices Audit Committee (2003 – 2006)

• Chairman: Audit Committees of Gauteng Departments of Education, Safety and Recreation (2001 – 2003)

• Chairman: Petronet Audit Committee (1996 – 2001)

• Member: Divisional Board of Petronet (1998 – 2001)

• Chairman: Remuneration Committee of Petronet (2000 – 2001)

• Chairman: ETDP SETA Audit Committee (2003 – 2006)

• Chairman: Department of Energy Audit Committee (2010 - 2013)

Directorships and Trusteeships

• Member of the Board of Trustees of The Professional Provident Society Holdings Trust since 2011

• Member of the Board of Professional Provident Society Limited (2008 – 2011)

• Member of the Board of Professional Provident Society Insurance Company Limited since 2012

ABBREVIATED CURRICULA VITAE FOR NOMINATED CANDIDATES(continued)

215

• Member of the Board of Trustees of The PPS Benefi ciaries Trust since 2011

• Member: Mining Qualifi cation Authority (2004 to date)

• Chairman: Amplats Group Provident Fund Audit Committee (2006 to date)

• Member: W & R SETA Audit Committee (2008 to date)

• Member: Company and Intellectual Property Commission (CIPC) Audit Committee (2011 to date)

• Non-Executive Director: Gauteng Gambling Board (2013 to date)

• Non-Executive Director: Johannesburg City Parks and Zoo NPC (2013 to date)

216

NJABULO CHARLES NYAWO

Date of birth

21 July 1979

Profession

Chartered Accountant, currently Head of Standard Bank Group MIS Global Markets Africa Finance

Tertiary qualifi cations and professional membership

• Bachelor of Commerce (1975)

• B.Com (Hons), CA(SA)

• MBA (Finance) (2011) (Heriot Watt University) (Edinburgh Business School)

Positions held

• Standard Bank Group: Head of Regulatory Reporting

• ABSA Group Treasury: Capital Analyst

• Drake and Scull, a division of Tsebo Holdings: Group Financial Manager

• Rand Merchant Bank: Accountant/Financial Manager

• PriceWaterhouseCoopers Inc.: Systems Programmer/Network Administrator

• Member of the SAICA Banking Project Group (2010 to 2012)

Directorships and professional memberships

• Member of the Black Management Forum (BMF)

• Member of the Association for the Advancement of Black Accountants of Southern Africa (ABASA)

• Member of the SAICA Initial Professional Development (IPD) Board Sub Committee (2013)

• Member of the Members In Business (MIB) Board Sub Committee

• Member of the Audit Committee of the Offi ce of The Chief Justice of South Africa (2014)

ABBREVIATED CURRICULA VITAE FOR NOMINATED CANDIDATES(continued)

217

PANKAJKUMAR RANCHOD

Date of birth

4 January 1956

Profession

Independent Business and Management Consultant

Tertiary qualifi cations and professional membership

• B.Compt (Hons), CA(SA)

• MBL (cum laude) (UNISA)

• H.Dip Business Data Processing (Wits)

• Certifi ed Director (Institute of Directors)

Positions held

• Director: Strategy and Finance (Home Loans) – The Standard Bank of South Africa Limited

• Acting Managing director for BOE Insurance Limited: NSureline

• Executive Head: Insurance Services – Santam Limited

Directorships and Trusteeships

• Member of the Board of Trustees of The Professional Provident Society Holdings Trust since 2011

• Member of the Board of Professional Provident Society Insurance Company Limited since 2013

• Independent Non-Executive Chairman: South African Bank of Athens Limited

• Non-Executive Director: AIG South Africa Limited and AIG Life South Africa Limited

• Independent Non-Executive Chairman: Visual International Holdings Limited

• Non-Executive Director: South African National Youth Orchestra

218

BRANDON RODNEY TOPHAM

Date of birth

7 June 1971

Profession

Chartered Accountant and Attorney

Tertiary qualifi cations

• B Compt (Hons), CA (SA)

• B Proc, LLM

• Associate member of the Chartered Institute of Management Accountants (UK)

• Associate member of the South African Institute of Financial Planners

• Attorney of the High Court of South Africa

• Certifi ed Fraud Examiner (USA and SA)

• Chartered Accountant England and Wales

• Solicitor England and Wales

• Post graduate certifi cate in advanced taxation

Positions held

• Member of the Board of Trustees of The Professional Provident Society Holdings Trust (2011 – 2013)

• Member of the Board of Professional Provident Society Limited (2007 – 2011)

• Member of the Board of Professional Provident Society Insurance Company Limited (2012 – 2013)

• Member of the Board of Trustees of The PPS Benefi ciaries Trust (2011 – 2013), appointed as Chairman in 2011

• Member of the Board of Trustees of the Professional Provident Society Retirement Annuity Fund (2011 – 2013), appointed Chairman in 2012

Directorships and Trusteeships

• Member of the Board of Telemasters Holdings Limited since 2006

• Member of the Board of Seesa (Pty) Limited since 2007

• Member of the Board of TAG Business Advisors (Pty) Limited (England and Wales) since 2008

• Member of the Board of Escalator Holdings Limited since 2010

• Member of the Board of Biz Afrika 1150 (Pty) Limited, trading as Tau Mining Consultants (2013)

• TAG Plastics (Pty) Limited (2012)

• TAG Employee Fund Administrators (2011)

ABBREVIATED CURRICULA VITAE FOR NOMINATED CANDIDATES(continued)