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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, 23 November 2023, all the ordinary and special resolutions, as set out
in the notice of AGM dated 31 October 2023, other than 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:
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
1,551,121,238 2,755,908 1,551,119,329 1,909
69.78% 0.12% 100% 0.00%
Resolution 2: To approve the payment of a final dividend for the year ended 30 June 2023
Shares Voted Abstained For Against
1,553,611,654 265,492 1,553,609,133 2,521
69.89% 0.01% 100% 0.00%
Resolution 3: To re-elect JAJ Loots as an executive director of the Company
Shares Voted Abstained For Against
1,553,474,067 403,079 1,551,981,236 1,492,831
69.89% 0.02% 99.90% 0.10%
Resolution 4: To re-elect GP Louw as an executive director of the Company
Shares Voted Abstained For Against
1,553,423,567 453,579 1,550,620,365 2,803,202
69.88% 0.02% 99.82% 0.18%
Resolution 5: To re-elect D Earp as a member of the audit and risk committee
Shares Voted Abstained For Against
1,553,427,808 449,338 1,546,394,104 7,033,704
69.88% 0.02% 99.55% 0.45%
Resolution 6: To re-elect CDS Needham as a member of the audit and risk committee
Shares Voted Abstained For Against
1,553,427,808 449,338 1,547,846,908 5,580,900
69.88% 0.02% 99.64% 0.36%
Resolution 7: To re-elect TF Mosololi as a member of the audit and risk committee
Shares Voted Abstained For Against
1,553,423,567 453,579 1,497,610,478 55,813,089
69.88% 0.02% 96.41% 3.59%
Resolution 8: To increase the limit for ordinary aggregate fees payable to the non-executive
directors (Note 1)
Shares Voted Abstained For Against
1,548,468,463 5,408,683 1,125,839,313 422,629,150
69.66% 0.24% 72.71% 27.29%
Resolution 9: To endorse the Company's remuneration policy (Notes 1 and 2)
Shares Voted Abstained For Against
1,553,250,653 626,493 1,033,502,912 519,747,741
69.88% 0.03% 66.54% 33.46%
Resolution 10: To endorse the Company's remuneration implementation report (Notes 1 and 2)
Shares Voted Abstained For Against
1,553,145,963 731,183 780,828,115 772,317,848
69.87% 0.03% 50.27% 49.73%
Resolution 11: To reappoint PwC as auditors of the Company and to authorise the directors to
determine their remuneration
Shares Voted Abstained For Against
1,553,291,098 586,048 1,552,976,094 315,004
69.88% 0.03% 99.98% 0.02%
Resolution 12: To authorise the directors to allot equity securities (Note 1)
Shares Voted Abstained For Against
1,553,548,366 328,780 985,460,309 568,088,057
69.89% 0.01% 63.43% 36.57%
Resolution 13: To approve the disapplication of pre-emption rights and general authority to issue
shares for cash
Shares Voted Abstained For Against
1,553,476,521 400,625 870,263,150 683,213,371
69.89% 0.02% 56.02% 43.98%
Resolution 14: To approve market purchases of ordinary shares
Shares Voted Abstained For Against
1,553,360,821 516,325 1,445,809,162 107,551,659
69.88% 0.02% 93.08% 6.92%
Resolution 15: To amend the Articles of Association of the Company
Shares Voted Abstained For Against
1,553,412,494 464,652 1,553,283,529 128,965
69.88% 0.02% 99.99% 0.01%
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 numbers 8, 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 8 December 2023. 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 13 September 2023, wherein an exchange rate of South African Rand (ZAR) to the British Pound
(GBP) of GBP/ZAR:23.93 and an exchange rate of ZAR to the US Dollar (USD) of USD/ZAR:18.83 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:
23.61 which translates to a final GBP dividend of 0.76239 pence per share and the exchange rate for
conversion of the final ZAR dividend into USD for illustrative purposes is USD/ZAR: 18.85, which
translates to an illustrative final USD dividend of US 0.95491 cents per share.
The following salient dates apply:
Currency conversion date Thursday, 23 November 2023
Last date to trade on the JSE Tuesday, 28 November 2023
Last date to trade on the LSE Wednesday, 29 November 2023
Ex-dividend date on the JSE Wednesday, 29 November 2023
Ex-dividend date on the LSE Thursday, 30 November 2023
Record date on the JSE and LSE Friday, 1 December 2023
Payment date Tuesday, 12 December 2023
Notes
• No transfers between the Johannesburg and London registers, between the commencement of
trading on Wednesday, 29 November 2023 and close of business on Friday, 1 December 2023 will
be permitted.
• No shares may be dematerialised or rematerialised between Wednesday, 29 November 2023 and
Friday, 1 December 2023, 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 0.76239 pence or 0.95491 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 0.60991 pence
per share and US 0.76393 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
24 November 2023
Corporate information
Corporate office Registered office
The Firs Building 2nd Floor
2nd Floor, Office 204 107 Cheapside
Corner Cradock and Biermann Avenues London
Rosebank, Johannesburg EC2V 6DN
South Africa United Kingdom
Office: + 27 (0) 11 243 2900 Office: + 44 (0) 20 7796 8644
info@paf.co.za info@paf.co.za
Chief executive officer Financial director and debt officer
Cobus Loots Deon Louw
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
Email: hhira@paf.co.za
Company secretary Nominated adviser and joint broker
Jane Kirton Ross Allister/ Bhavesh Patel
St James's Corporate Services Limited Peel Hunt LLP
Office: + 44 (0) 20 7796 8644 Office: +44 (0) 20 7418 8900
JSE sponsor Joint broker
Ciska Kloppers Thomas Rider/Nick Macann
Questco Corporate Advisory Proprietary Limited BMO Capital Markets Limited
Office: + 27 (0) 11 011 9200 Office: +44 (0) 20 7236 1010
Joint broker
Matthew Armitt/Jennifer Lee
Joh. Berenberg, Gossler & Co KG
Office: +44 (0) 20 3207 7800
Date: 24-11-2023 09:00:00
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