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Pan African Resources Plc - Result of AGM & Salient Dividend Dates

Pan African Resources PLC
(Incorporated and registered in England and Wales under Companies Act 1985 with registered number 3937466 on 25 February 2000)
Share code on AIM: PAF
Share code on JSE: PAN

ADR ticker code: PAFRY
ISIN: GB0004300496


(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, 24 November 2022, all the ordinary and special resolutions, as set out in the notice of AGM dated 26 October 2022, with the exception of resolution 13, 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:

Ordinary resolution number 1: To receive and adopt the directors’ report, the audited statement of accounts and the auditors’ report for the year ended 30 June 2022

Shares Voted
1,581,735,533
71.16%

Abstained
2,437,875
0.11%

For
1,581,731,692
100%

Against
3,841
0.00%

Ordinary resolution number 2: To approve the final dividend of 18.00000 ZA cents per share

Shares Voted
1,583,530,033
71.24%

Abstained
1,293,375
0.06%

For
1,583,526,192
100%

Against
3,841
0.00%

Ordinary resolution number 3: To re-elect CDS Needham as an independent non-executive director of the Company

Shares Voted
1,581,734,835
71.16%

Abstained
2,438,573
0.11%

For
1,567,225,850
99.08%

Against
14,508,985
0.92%

Ordinary resolution number 4: To re-elect Y Themba as an independent non-executive director of the Company

Shares Voted
1,581,753,835
71.16%

Abstained
2,419,573
0.11%

For
1,579,646,850
99.87%

Against
2,106,985
0.13%

Ordinary resolution number 5: To re-elect KC Spencer as an independent non-executive director of the Company

Shares Voted
1,581,733,571
71.16%

Abstained
2,439,837
0.11%

For
1,527,767,800
96.59%

Against
53,965,771
3.41%

Ordinary resolution number 6: To re-elect D Earp as a member of the audit and risk committee

Shares Voted
1,581,734,845
71.16%

Abstained
2,438,563
0.11%

For
1,578,656,496
99.81%

Against
3,078,349
0.19%

Ordinary resolution number 7: To elect CDS Needham as a member of the audit and risk committee

Shares Voted
1,581,752,324
71.16%

Abstained
2,421,084
0.11%

For
1,567,799,024
99.12%

Against
13,953,300
0.88%

Ordinary Resolution 8: To re-elect TF Mosololi as a member of the audit and risk committee

Shares Voted
1,581,771,324
71.16%

Abstained
2,402,084
0.11%

For
1,564,094,350
98.88%

Against
17,676,974
1.12%

Ordinary Resolution 9: To endorse the Company’s remuneration policy

Shares Voted
1,540,665,005
69.31%

Abstained
43,508,403
1.96%

For
1,102,042,848
71.53%

Against
438,622,157
28.47%

Ordinary resolution number 10: To endorse the Company’s remuneration implementation report (Notes 1 and 2)

Shares Voted
1,582,743,776
71.20%

Abstained
1,429,632
0.06%

For
1,155,509,206
73.01%

Against
427,234,570
26.99%

Ordinary resolution number 11: To reappoint PricewaterhouseCoopers LLP as auditors of the Company and to authorise the directors to determine their remuneration

Shares Voted
1,581,887,067
71.16%

Abstained
2,286,341
0.10%

For
1,581,729,941
99.99%

Against
157,126
0.01%

Ordinary resolution number 12: To authorise the directors to allot equity securities (Note 1)

Shares Voted
1,582,756,792
71.20%

Abstained
1,416,616
0.06%

For
982,340,931
62.07%

Against
600,415,861
37.93%

Ordinary resolution number 13: To approve the disapplication of pre-emption rights and general authority to issue shares for cash

Shares Voted
1,582,632,195
71.20%

Abstained
1,541,213
0.07%

For
649,186,803
41.02%

Against
933,445,392
58.98%

Special resolution number 14: To approve market purchases of ordinary shares

Shares Voted
1,583,363,562
71.23%

Abstained
1,459,846
0.07%

For
1,470,257,743
92.86%

Against
113,105,819
7.14%

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 ordinary resolution numbers 9, 10 and 12 (Resolutions), (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 9 and/or ordinary resolution 10 to engage with the Company regarding their views on the Company’s remuneration policy and/or 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 9 December 2022. 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 14 September 2022, wherein an exchange rate of South African Rand (ZAR) to the British Pound (GBP) of GBP/ZAR:19.90 and an exchange rate of ZAR to the US Dollar (USD) of USD/ZAR:17.30 was used for illustrative purposes to convert the proposed ZAR dividend of 18.00000 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:20.71 which translates to a final GBP dividend of 0.86915 pence per share and the exchange rate for conversion of the final ZAR dividend into USD for illustrative purposes is USD/ZAR:17.01, which translates to an illustrative final USD dividend of US 1.05820 cents per share.

The following salient dates apply:

Currency conversion date

Thursday, 24 November 2022

Currency conversion announcement released by 11.00 (SA time)


Friday 25 November 2022

Last date to trade on the JSE

Tuesday, 29 November 2022

Last date to trade on the LSE

Wednesday 30 November 2022

Ex-dividend date on the JSE

Wednesday, 30 November 2022

Ex-dividend date on the LSE

Thursday, 1 December 2022

Record date on the JSE and LSE

Friday, 2 December 2022

Payment date

Tuesday, 13 December 2022

Notes

  • No transfers between the Johannesburg and London registers between the commencement of trading on Wednesday, 30 November 2022 and close of business on Friday, 2 December 2022, will be permitted.

  • No shares may be dematerialised or rematerialised between Wednesday, 30 November 2022 and Friday, 2 December 2022, both days inclusive.

  • The final dividend per share was calculated on 2,222,862,046 total shares in issue equating to 18.00000 ZA cents per share or 0.86915 pence or 1.05820 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 14.40000 ZA cents per share 0.69532 pence per share and US 0.84656 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

25 November 2022

Corporate Information

Corporate Office
The Firs Office Building
2nd Floor, Office 204
Cnr. Cradock and Biermann Avenues
Rosebank, Johannesburg
South Africa
Office: + 27 (0)11 243 2900
E-mail: info@paf.co.za

Registered Office
Second Floor
107 Cheapside
London
EC2V 6DN
United Kingdom
Office: + 44 (0)20 7796 8644

Chief Executive Officer
Cobus Loots
Office: + 27 (0)11 243 2900

Financial Director
Deon Louw
Office: + 27 (0)11 243 2900

Company Secretary
Phil Dexter/Jane Kirton
St James's Corporate Services Limited
Office: + 44 (0)20 7796 8644

Nominated Adviser and Joint Broker
Ross Allister/David McKeown
Peel Hunt LLP
Office: +44 (0)20 7418 8900

JSE Sponsor
Ciska Kloppers
Questco Corporate Advisory Proprietary Limited
Office: + 27 (0)11 011 9200

Joint Broker
Thomas Rider/Nick Macann
BMO Capital Markets Limited
Office: +44 (0)20 7236 1010

Head of Investor Relations
Hethen Hira
Office: + 27 (0)11 243 2900
E-mail: hhira@paf.co.za

Joint Broker
Mathew Armitt/Jennifer Lee
Joh. Berenberg, Gossler & Co KG
Office: +44 (0)20 3207 7800

Website: www.panafricanresources.com