Company Announcements

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  Abstained For           Against
1,581,735,533 2,437,875 1,581,731,692 3,841
71.16%        0.11%     100%          0.00%



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


Shares Voted  Abstained For           Against
1,583,530,033 1,293,375 1,583,526,192 3,841
71.24%        0.06%     100%          0.00%



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


Shares Voted  Abstained For           Against
1,581,734,835 2,438,573 1,567,225,850 14,508,985
71.16%        0.11%     99.08%        0.92%



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


Shares Voted  Abstained For           Against
1,581,753,835 2,419,573 1,579,646,850 2,106,985
71.16%        0.11%     99.87%        0.13%



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


Shares Voted  Abstained For           Against
1,581,733,571 2,439,837 1,527,767,800 53,965,771
71.16%        0.11%     96.59%        3.41%



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


Shares Voted  Abstained For           Against
1,581,734,845 2,438,563 1,578,656,496 3,078,349
71.16%        0.11%     99.81%        0.19%



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


Shares Voted  Abstained For           Against
1,581,752,324 2,421,084 1,567,799,024 13,953,300
71.16%        0.11%     99.12%        0.88%



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


Shares Voted  Abstained For           Against
1,581,771,324 2,402,084 1,564,094,350 17,676,974
71.16%        0.11%     98.88%        1.12%



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


Shares Voted  Abstained  For           Against
1,540,665,005 43,508,403 1,102,042,848 438,622,157
69.31%        1.96%      71.53%        28.47%



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


Shares Voted  Abstained For           Against
1,582,743,776 1,429,632 1,155,509,206 427,234,570
71.20%        0.06%     73.01%        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  Abstained For           Against
1,581,887,067 2,286,341 1,581,729,941 157,126
71.16%        0.10%     99.99%        0.01%



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


Shares Voted  Abstained For         Against
1,582,756,792 1,416,616 982,340,931 600,415,861
71.20%        0.06%     62.07%      37.93%



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


Shares Voted  Abstained For         Against
1,582,632,195 1,541,213 649,186,803 933,445,392
71.20%        0.07%     41.02%      58.98%



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


Shares Voted  Abstained For           Against
1,583,363,562 1,459,846 1,470,257,743 113,105,819
71.23%        0.07%     92.86%        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                       Registered Office
The Firs Office Building               Second Floor
2nd Floor, Office 204                  107 Cheapside
Cnr. Cradock and Biermann Avenues      London
Rosebank, Johannesburg                 EC2V 6DN
South AfricaUnited Kingdom
Office: + 27 (0)11 243 2900            Office: + 44 (0)20 7796 8644
E-mail: info@paf.co.za

Chief Executive Officer                Financial Director
Cobus LootsDeon Louw
Office: + 27 (0)11 243 2900            Office: + 27 (0)11 243 2900

Company Secretary                      Nominated Adviser and Joint Broker
Phil Dexter/Jane KirtonRoss Allister/David McKeown
St James's Corporate Services LimitedPeel Hunt LLP
Office: + 44 (0)20 7796 8644           Office: +44 (0)20 7418 8900

JSE Sponsor                            Joint Broker
Ciska KloppersThomas Rider/Nick MacannQuestco Corporate Advisory Proprietary BMO Capital Markets Limited
Limited                                Office: +44 (0)20 7236 1010
Office: + 27 (0)11 011 9200

Head of Investor Relations             Joint Broker
Hethen Hira                            Mathew Armitt/Jennifer Lee
Office: + 27 (0)11 243 2900            Joh. Berenberg, Gossler & Co KG
E-mail: hhira@paf.co.za                Office: +44 (0)20 3207 7800

Website: www.panafricanresources.com