Pan African Resources Plc - Result of AGM & Salient Dividend Dates
(Incorporated and registered in
under Companies Act 1985 with registered
Incorporated in the
number 3937466 on
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,
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
4,912,132 1,636,319,494 8,229
1,636,327,723
0.22% 100.00% 0.00%
73.61%
Resolution 2
: To approve the payment of a final dividend for the year ended
Shares Voted Abstained For Against
461,660 1,640,769,966 8,229
1,640,778,195
0.02% 100.00% 0.00%
73.81%
Resolution 3 : To re-elect D Earp as a non-executive director of the Company
Shares Voted Abstained For Against
42,531,573 1,594,948,321 3,759,961
1,598,708,282
1.91% 99.76% 0.24%
71.92%
Resolution 4 : To re-elect TF Mosololi as a non-executive director of the Company
Shares Voted Abstained For Against
1,050,904 1,546,939,522 93,249,429
1,640,188,951
0.05% 94.31% 5.69%
73.79%
Resolution 5 : To re-elect CDS Needham as a non-executive director of the Company
Shares Voted Abstained For Against
1,051,118 1,593,772,745 46,415,992
1,640,188,737
0.05% 97.17% 2.83%
73.79%
Resolution 6 : To confirm the appointment of M Kok as an executive director of the Company
Shares Voted Abstained For Against
1,091,904 1,637,048,865 3,099,086
1,640,147,951
0.05% 99.81% 0.19%
73.79%
Resolution 7 : To re-elect D Earp as a member of the audit and risk committee
Shares Voted Abstained For Against
1,091,904 1,636,388,377 3,759,574
1,640,147,951
0.05% 99.77% 0.23%
73.79%
Resolution 8 : To re-elect TF Mosololi as a member of the audit and risk committee
Shares Voted Abstained For Against
1,095,904 1,567,856,499 72,287,452
1,640,143,951
0.05% 95.59% 4.41%
73.79%
Resolution 9 : To re-elect CDS Needham as a member of the audit and risk committee
Shares Voted Abstained For Against
1,094,911 1,629,541,547 10,603,397
1,640,144,944
0.05% 99.35% 0.65%
73.79%
Resolution 10: To endorse the Company’s remuneration policy
Shares Voted Abstained For Against
849,579 1,520,542,207 119,848,069
1,640,390,276
0.04% 92.69% 7.31%
73.80%
Resolution 11 : To endorse the Company’s remuneration implementation report (Notes 1 and 2)
Shares Voted Abstained For Against
849,033 1,268,209,549 372,181,273
1,640,390,822
0.04% 77.31% 22.69%
73.80%
Resolution 12 : To reappoint PwC as auditors of the Company and to authorise the directors to determine their remuneration
Shares Voted Abstained For Against
1,054,262 1,635,745,950 4,439,643
1,640,185,593
0.05% 99.73% 0.27%
73.79%
Resolution 13 : To authorise the directors to allot equity securities
Shares Voted Abstained For Against
665,706 1,599,891,673 40,682,476
1,640,574,149
0.03% 97.52% 2.48%
73.80%
Resolution 14 : To approve the disapplication of pre-emption rights and general authority to issue shares for cash
Shares Voted Abstained For Against
685,785 1,552,573,670 87,980,400
1,640,554,070
0.03% 94.64% 5.36%
73.80%
Resolution 15 : To approve market purchases of ordinary shares
Shares Voted Abstained For Against
1,034,181 1,487,815,155 152,390,519
1,640,205,674
0.05% 90.71% 9.29%
73.79%
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 theUK 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 forSouth 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
1. SALIENT DIVIDEND DATES
Shareholders are referred to the Group’s provisional summarised audited results that were released on
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
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.
___________________________________________________________________________ |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 | | | | | |Hethen Hira |Website: www.panafricanresources.com| |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|BMO Capital Markets Limited | |Limited | | | |Office: +44 (0)20 7236 1010 | |Office: + 27 (0) 63 482 3802 | | |______________________________________|____________________________________| | |Joint broker | | | | | |Matthew Armitt/Jennifer Lee | | | | | |Joh. Berenberg, Gossler & Co KG | | | | | |Office: +44 (0)20 3207 7800 | |______________________________________|____________________________________|
