1.0 2.0 30 MINUTES OF THE 28" ANNUAL GENERAL MEETING OF TANZANIA PORTLAND CEMENT PUBLIC LIMITED COMPANY HELD REMOTELY (ONLINE PLATFORM), DAR ES SALAAM ON 28™ MAY 2020 AT 10:00 A.M. PRESENT: 1. Mr. Alfonso Velez Board Member (Holding proxy for Scancem International DA) 2. Mr. Oswald Urassa Director 3. Mr. Brian Kangetta Company Secretary 4, Shareholders List of names is attached as Appendix 1 5, Guests List of names is attached as Appendix 2 QUORUM ‘The Secretary read the notice that convened the meeting and subsequently announced that a quorum was present. Director Urassa read the notice in Swahili and confirmed the Presence of a quorum. ‘Thereafter the Chairman declared the meeting as duly opened at 10:05 a.m. CONFIRMATION OF MINUTES OF THE PREVIOUS MEETING HELD ON 7TH JUNE 2019 REPORTED: The Secretary reported that the minutes of the 27th Annual General Meeting had been uploaded on the Company's website, and shareholders were notified of this fact through the notice that called for the AGM. The minutes were therefore taken as read, and the members were asked to vote to signify their approval of the minutes. Director Urassa translated the presentation regarding availability of minutes of the receding Annual General Meeting into Swahili. RESOLVED: Fifty-eight (58) members voted in favour of the minutes and three (3) members abstained from voting. The minutes of the 27th Annual General Meeting were therefore taken as confirmed to be a correct record of the business that was transacted at that meeting. ADOPTION OF THE DIRECTORS’ REPORT, AUDITORS REPORT AND THE AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST DECEMBER 2019 REPORTED: That from a Health and Safety perspective, the Company did not record any fatalities or Lost Time Incidence in 2019. It is only recently, in 2020, that an external contractor driver fell and hurt his arm. 1[PageREPORTED: That during the current COVID-19 pandemic, the Company has sensitized all Personnel and contractors to wear facemasks, sanitizers have been installed at all the gates, and all people at the plant are exercising social distancing. All staff members are still reporting to work, most meetings are taking place virtually/ online, and there has been no reported positive case of COVID-19 infection. REPORTED: That the East African economies of Tanzania, Kenya and Uganda have been growing at an average rate of 7% over the last few years, a rate which is currently the highest in the world. This demonstrates the potential that the region presents from a business opportunity perspective. REPORTED: That there were a number of infrastructure projects that took place in 2019 across the country, such as construction of roads, rehabilitation of airports and construction of new airports, construction at the Dar, Tanga and Mtwara ports, and the laying down of three new railway lines. The Company supplied cement to these projects, and this ended up boosting the financial performance of the Company. REPORTED: That the key strategic issues for the Company are in the three areas of markets and sales, operations, and health and safety. Under markets and sales, the Company aims to defend its sales volumes and market share by ensuring high quality products as welll as service. In operations, the Company's focus is to manage costs, increase efficiency and ensure availability of raw material. In health and safety, the key Priority is to achieve a “zero accident” goal, responsibly manage the environment, and Participate in Corporate Social Responsibility programs. REPORTED: That in 2019, TPC PLC sold a record 1.8M tons of cement despite stiff competition, and continues to be the market leader. This led to an increase of 6% in Fevenue and 9% in operating income, compared to year 2018. Profit also increased by 5% to TZS 59.7 billion, compared to TZS 56.9 billion in 2018. REPORTED: Director Urassa presented the highlights for Year 2019 to the members in Swahili REPORTED: The Company's auditors reported to the members that they had audited the Company's financial statements for the Year 2019 and issued an unqualified opinion, confirming that the financial statements present a true and fair view of the Company's performance. The audit was conducted in accordance with International Auditing ‘Standards and confirm that the financial statements have been prepared in accordance with the International Financial Reporting Standards and comply with the requirements of the Companies Act. The auditors presented the highlights of their audit report to the members in Swahili. 2|Page40 5.0 REPORTED: That subsequent to its Board Meeting held on 8th April 2020, the Board of Directors formally approved the accounts, and recommended the same for approval by the Annual General Meeting. REQUESTED: Members were then requested to vote in order to signify their approval of the year 2019 financial statements and accompanying reports. RESOLVED: Fifty-five (55) members voted in favour of the financial statements, two (2) voted against, and one (1) abstained from voting. The Directors’ Report, the Auditors’ Report, and the audited financial statements for the year ended 31st December 2019 were therefore taken as having been approved and adopted by the 28th Annual General Meeting. DIVIDEND DECLARATION REPORTED: That the directors have taken into consideration the need to deliver a consistent message to the shareholders. Therefore, the directors recommend dividend for the Year 2019 to be TZS 52.17 billion or TZS 290 per share, which is the same amount paid out as dividends for the preceding years 2018 and 2017. REPORTED: That the proposed dividend pay-out represents 87% of the Company's net earnings, and itis intended that the dividend be paid on or around 30" of June 2020. Director Urassa presented to the members the report regarding the proposed dividend in Swahili REQUESTED: The Members were requested to vote to signify their approval of the dividend amount proposed by the directors. RESOLVED: Fifty (50) members voted in favour of the proposed dividend, one (1) member voted against, and three (3) members abstained from voting. The proposed dividend of ZS 290 per share, translating to a gross amount of TZS 52.17 billion, was therefore taken as having been approved by the 28th Annual General Meeting. APPOINTMENT OF AUDITORS REPORTED: That the Board of Directors recommends PricewaterhouseCoopers (“PwC”) to be appointed as auditors for the year 2020. REPORTED: That Ernst & Young have been TPC PLC auditors for more than eleven years, and their service has been quite good. The Company appreciates the audit performance of Ernst & Young over the years, and the proposed change to PwC is only for purposes of increasing independence as well as ensuring good corporate governance. 3|Page6.0 7.0 REPORTED: That the Audit Committee and directors are satisfied that PwC are competent and will provide an efficient and effective service. Director Urassa presented the report regarding the proposed appointment of PwC as auditors for Year 2020 to the members in Swahili. REQUESTED: The Members were then requested to vote in order to signify their approval of the directors’ proposal to appoint PwC as the Company's auditors for Year 2020. RESOLVED: Fifty (50) members voted in favour of the proposal to appoint PwC as the auditors for Year 2020, two (2) members voted against, and one (1) member abstained from voting. The proposal to appoint PricewaterhouseCoopers as TPC PLC auditors until the next Annual General Meeting was therefore taken as approved by the 28th Annual General Meeting. ANY OTHER BUSINESS The Secretary confirmed that he had not been notified of any other business for the Annual General Meeting to transact. RESPONSES TO QUESTIONS RAISED BY MEMBERS RESPONSE: To a question regarding why the Company is now paying dividend only once a year as opposed to the situation in 2017 when interim dividends were declared and paid, the Chairman responded that the Company was made aware of regulations that were published a few years back, which require that dividends be paid on the basis of audited financial statements. RESPONSE: To a question regarding how a shareholder can access unpaid dividends for previous years, the Chairman responded that shareholders should identify which dividends remain unpaid and provide their bank account details to the Company's management or the Company's share registrars, after which the dividends will be processed. A shareholder need not wait for an AGM for him or her to raise questions around unpaid dividends because the shareholder is entitled to his or her dividends and should raise concern as soon as he or she notices that a dividend has gone unpaid. RESPONSE: To a question regarding any impact that the Company has felt due to COVID- 19 in Year 2020, the Chairman responded that sales in 2020 are not significantly below the figures reported in 2019, so the Company has been affected especially in April and May 2020, but not significantly. The Chairman reported that export sales to Rwanda have remained positive and the Company therefore expects to recover any lost sales by the month of July 2020. 4|PageRESPONSE: To a question regarding why the Company is not paying dividends higher than ‘TZS 290 per share, the Chairman responded that the Company is currently undertaking some capital projects aimed at growing its clinker production capacity. It is such projects ‘that have led to growth in sales by 20% in the preceding two years. Additionally, in 2017 and 2018, dividend payments exceeded net profit because it was 122% and 147% of net Profit in the respective years, so the payment for 2019 is at 87% of net profit in order to try and regularize the situation. RESPONSE: To a question regarding whether the Company's management can email the financial statements to the shareholders, the Chairman responded that the financial statements have been uploaded in the Company's website and a summarized version has been published in the daily newspapers. However, management will ask the Company's share registrars to email a copy of the financial statements to the shareholders whose ‘email addresses are known. RESPONSE: To @ question regarding when the dividend is expected to be paid to shareholders, the Chairman responded that the payment will be made on or around 30th June 2020. RESPONSE: To a question regarding whether there is a possibility of future AGMs being held online but some shareholders also get to meet physically, the Chairman responded that the only reason for this online meeting was the exceptional situation presented by the ongoing pandemic and that the directors expect the meetings to revert to physical meetings from 2021. RESPONSE: To a question regarding whether there are any new regulations that might adversely affect continued operations of the Company or the cement manufacturing sector generally, the Chairman responded that the Company has been in operation for more than thirty (30) years and intends to carry on operations well into the foreseeable future. The Company indeed faces challenges relating to royalties and service fees, but management is confident that the performance in 2020 will not be lower than that of 2019, and there is a positive future for the Company. RESPONSE: To a question regarding why the Company is changing its auditors, the Chairman responded that Ernst and Young have acted as auditors for a significant number of years, and have rendered a commendable service over the years, but a change in auditors is viewed as a positive move in the shareholders’ best interests. In order to ensure independence of the auditor and to adhere to good corporate governance principles, itis always recommended to change auditors after a certain number of years. RESPONSE: To a question regarding whether there are major upcoming projects that the Company can take advantage of in order to increase sales, the Chairman responded that Tanzania is still a growing economy, considering the growth rates of 6% to 10% over the last few years and itis expected that the country’s Gross Domestic Product will still grow 5|Pageat an average rate of 6% to 7% for a number of years. This being the case, developmental projects are expected to be available, and the Company should be able to supply to these projects. RESPONSE: To a question regarding the Company's outlook for the next five years, the Chairman responded that the Company intends to maintain the high quality of its products and strategize on how to meet increasing demand, in which case the future outlook is quite positive if these factors are achieved. RESPONSE: To a question regarding whether the large contractors and projects in the country are obligated to source construction material locally, the Chairman responded that the Company has continued to supply its products to the large contractors who are working on the major projects across the country due to the high quality of its products that give the Company an advantage over both local and foreign competitors. Director Urassa translated all responses to the members into Swahi There being no other business the Chairman declared the meeting closed at 11:20 a.m. APPROVED AS A CORRECT RECORD OF THE PROCEEDINGS. DATE: ‘CHAIRMAN SIGNED: DaTt SECRETARY 6|Page