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Results of annual general meeting and salient dividend dates
Pan African Resources PLC Pan African Resources Funding Company
(Incorporated and registered in England and Wales Limited
under Companies Act 1985 with registered Incorporated in the Republic of South Africa
number 3937466 on 25 February 2000) with limited liability
Share code on AIM: PAF Registration number: 2012/021237/06
Share code on JSE: PAN Alpha code: PARI
ISIN: GB0004300496
ADR code: PAFRY
("Pan African" or "the Company" or "the Group")
RESULTS OF ANNUAL GENERAL MEETING AND SALIENT DIVIDEND DATES
1. RESULTS OF ANNUAL GENERAL MEETING
Pan African shareholders (Shareholders) are advised that at the annual general meeting (AGM) of
Shareholders held on Thursday, 21 November 2024, all the ordinary and special resolutions, as set out
in the notice of AGM dated 31 October 2024, were approved by the requisite majority of Shareholders
present or represented by proxy.
The total number of Pan African ordinary shares (Shares) eligible to vote at the AGM is 2,222,862,046.
All resolutions proposed at the AGM, together with the percentage of shares abstained, as well as the
percentage of votes carried for and against each resolution, are as follows:
Resolution 1: To receive the accounts and the report of the directors of the Company and the auditors'
report thereon
Shares Voted Abstained For Against
1,636,327,723 4,912,132 1,636,319,494 8,229
73.61% 0.22% 100.00% 0.00%
Resolution 2: To approve the payment of a final dividend for the year ended 30 June 2024
Shares Voted Abstained For Against
1,640,778,195 461,660 1,640,769,966 8,229
73.81% 0.02% 100.00% 0.00%
Resolution 3: To re-elect D Earp as a non-executive director of the Company
Shares Voted Abstained For Against
1,598,708,282 42,531,573 1,594,948,321 3,759,961
71.92% 1.91% 99.76% 0.24%
Resolution 4: To re-elect TF Mosololi as a non-executive director of the Company
Shares Voted Abstained For Against
1,640,188,951 1,050,904 1,546,939,522 93,249,429
73.79% 0.05% 94.31% 5.69%
Resolution 5: To re-elect CDS Needham as a non-executive director of the Company
Shares Voted Abstained For Against
1,640,188,737 1,051,118 1,593,772,745 46,415,992
73.79% 0.05% 97.17% 2.83%
Resolution 6: To confirm the appointment of M Kok as an executive director of the Company
Shares Voted Abstained For Against
1,640,147,951 1,091,904 1,637,048,865 3,099,086
73.79% 0.05% 99.81% 0.19%
Resolution 7: To re-elect D Earp as a member of the audit and risk committee
Shares Voted Abstained For Against
1,640,147,951 1,091,904 1,636,388,377 3,759,574
73.79% 0.05% 99.77% 0.23%
Resolution 8: To re-elect TF Mosololi as a member of the audit and risk committee
Shares Voted Abstained For Against
1,640,143,951 1,095,904 1,567,856,499 72,287,452
73.79% 0.05% 95.59% 4.41%
Resolution 9: To re-elect CDS Needham as a member of the audit and risk committee
Shares Voted Abstained For Against
1,640,144,944 1,094,911 1,629,541,547 10,603,397
73.79% 0.05% 99.35% 0.65%
Resolution 10: To endorse the Company's remuneration policy
Shares Voted Abstained For Against
1,640,390,276 849,579 1,520,542,207 119,848,069
73.80% 0.04% 92.69% 7.31%
Resolution 11: To endorse the Company's remuneration implementation report (Notes 1 and 2)
Shares Voted Abstained For Against
1,640,390,822 849,033 1,268,209,549 372,181,273
73.80% 0.04% 77.31% 22.69%
Resolution 12: To reappoint PwC as auditors of the Company and to authorise the directors to
determine their remuneration
Shares Voted Abstained For Against
1,640,185,593 1,054,262 1,635,745,950 4,439,643
73.79% 0.05% 99.73% 0.27%
Resolution 13: To authorise the directors to allot equity securities
Shares Voted Abstained For Against
1,640,574,149 665,706 1,599,891,673 40,682,476
73.80% 0.03% 97.52% 2.48%
Resolution 14: To approve the disapplication of pre-emption rights and general authority to issue
shares for cash
Shares Voted Abstained For Against
1,640,554,070 685,785 1,552,573,670 87,980,400
73.80% 0.03% 94.64% 5.36%
Resolution 15: To approve market purchases of ordinary shares
Shares Voted Abstained For Against
1,640,205,674 1,034,181 1,487,815,155 152,390,519
73.79% 0.05% 90.71% 9.29%
Notes
• Percentages of shares voted are calculated in relation to the total issued ordinary share capital of
Pan African.
• Percentages of shares voted for and against each resolution are calculated in relation to the total
number of shares voted in respect of each resolution.
• Abstentions are calculated as a percentage in relation to the total issued ordinary share capital of
Pan African.
1. In accordance with the UK Corporate Governance Code, when 20% or more of the votes have been
cast against the board recommendation for a resolution, the Company will consult with those
shareholders who voted against resolution number 11, (Dissenting Shareholders) in order to
ascertain the reasons for doing so, following which an update on the views expressed by such
Dissenting Shareholders and the subsequent actions taken by the Company will be issued.
2. Furthermore, as required in terms of the King IV Report on Corporate Governance for South Africa,
2016 and paragraph 3.84(j) of the JSE Limited Listings Requirements, Pan African invites those
Dissenting Shareholders who voted against ordinary resolution number 11 to engage with the
Company regarding their views on the Company's remuneration implementation report.
Dissenting Shareholders may forward their concerns / questions pertaining to the Resolutions to the
Company Secretary via email at general@corpserv.co.uk by close of business on 6 December 2024. The
Company will then respond in writing to these Dissenting Shareholders, and if required, engage further
with the Dissenting Shareholders in this regard.
2. SALIENT DIVIDEND DATES
Shareholders are referred to the Group's provisional summarised audited results that were released
on 11 September 2024, wherein an exchange rate of South African Rand (ZAR) to the British Pound
(GBP) of GBP/ZAR:23.01 and an exchange rate of ZAR to the US Dollar (USD) of USD/ZAR:18.19 was
used for illustrative purposes to convert the proposed ZAR dividend of 22.00000 ZA cents per share
into GBP and USD, respectively.
Shareholders are advised that, following the approval of the final dividend at the AGM, the exchange
rate for conversion of the final ZAR dividend into GBP has been fixed at an exchange rate of
GBP/ZAR:22.93 which translates to a final GBP dividend of 0.95944 pence per share and the exchange
rate for conversion of the final ZAR dividend into USD for illustrative purposes is USD/ZAR:18.10, which
translates to an illustrative final USD dividend of US 1.21547 cents per share.
The following salient dates apply:
Currency conversion date Thursday, 21 November 2024
Last date to trade on the JSE Tuesday, 26 November 2024
Last date to trade on the LSE Wednesday, 27 November 2024
Ex-dividend date on the JSE Wednesday, 27 November 2024
Ex-dividend date on the LSE Thursday, 28 November 2024
Record date on the JSE and LSE Friday, 29 November 2024
Payment date Tuesday, 10 December 2024
Notes
• No transfers between the Johannesburg and London registers, between the commencement of
trading on Wednesday, 27 November 2024 and close of business on Friday, 29 November 2024 will
be permitted.
• No shares may be dematerialised or rematerialised between Wednesday, 27 November 2024 and
Friday, 29 November 2024, both days inclusive.
• The final dividend per share was calculated on 2,222,862,046 total shares in issue equating to
22.00000 ZA cents per share or 0.95944 pence or 1.21547 US cents per share.
• The South African dividends tax rate is 20% per ordinary share for shareholders who are liable to
pay the dividends tax, resulting in a net dividend of 17.60000 ZA cents per share, 0.76755 pence
per share and US 0.97238 cents per share for these shareholders. Foreign investors may qualify for
a lower dividend tax rate, subject to completing a dividend tax declaration and submitting it to
Computershare Investor Services Proprietary Limited or Link Group who manage the SA and UK
register, respectively. The Company's South African income tax reference number is 9154588173.
The dividend will be distributed from South African income reserves/ retained earnings, without
drawing on any other capital reserves.
Johannesburg
21 November 2024
Corporate information
Corporate office Registered office
The Firs Building 2nd Floor
2nd Floor, Office 204 107 Cheapside
Cnr. Cradock and Biermann Avenues London
Rosebank, Johannesburg EC2V 6DN
South Africa United Kingdom
Office: + 27 (0)11 243 2900 Office: + 44 (0)20 3869 0706
info@paf.co.za info@paf.co.za
Chief executive officer Financial director and debt officer
Cobus Loots Marileen Kok
Office: + 27 (0)11 243 2900 Office: + 27 (0)11 243 2900
Head: Investor relations Website: www.panafricanresources.com
Hethen Hira
Tel: + 27 (0)11 243 2900
E-mail: hhira@paf.co.za
Company secretary Nominated adviser and joint broker
Jane Kirton Ross Allister/Georgia Langoulant
St James's Corporate Services Limited
Peel Hunt LLP
Office: + 44 (0)20 3869 0706
Office: +44 (0)20 7418 8900
JSE Sponsor and JSE debt sponsor Joint broker
Ciska Kloppers Thomas Rider/Nick Macann
Questco Corporate Advisory Proprietary Limited BMO Capital Markets Limited
Office: + 27 (0) 63 482 3802 Office: +44 (0)20 7236 1010
Joint broker
Matthew Armitt/Jennifer Lee
Joh. Berenberg, Gossler & Co KG
Office: +44 (0)20 3207 7800
Date: 21-11-2024 05:45:00
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