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Results of the Annual General Meeting and dividend conversion rates and timetable
Tharisa plc
(Incorporated in the Republic of Cyprus with limited liability)
(Registration number HE223412)
JSE share code: THA
LSE share code: THS
A2X share code: THA
ISIN: CY0103562118
LEI: 213800WW4YWMVVZIJM90
('Tharisa')
Results of the Annual General Meeting and dividend conversion rates and timetable
Shareholders are advised that all the resolutions tabled at the Annual General Meeting of shareholders
held on Wednesday, 18 February 2026 (in terms of the notice dispatched on Friday, 19 December
2025), were passed by the requisite majority. A poll was conducted on each resolution.
Details of the results of voting at the Annual General Meeting are as follows:
Total number of shares in issue on 18 February 2026: 302 596 743
Total number of shares entitled to vote at the Annual General Meeting: 296 259 295
Total shares
Resolution For Against voted in person Abstained
or by proxy
Shares Shares Shares Shares
% of shares % of shares % of shares % of shares
voted voted entitled to vote entitled to vote
(in relation to (in relation to (in relation to (in relation to
shares voted shares voted at total issued total issued
at the the meeting) share capital) share capital)
meeting)
Ordinary resolution 1: 215 736 213 - 215 736 213 9 737
Adoption of Annual 100% 0.00% 71.29% 0.00%
Financial Statements
Ordinary resolution 2: 215 735 341 872 215 736 213 9 737
Re-appointment of BDO as 100% 0.00% 71.29% 0.00%
external auditors
Ordinary resolution 3.1: 215 733 841 2 372 215 736 213 9 737
Election of Vasileios 100% 0.00% 71.29% 0.00%
Vergopoulos as a non-
executive director
Ordinary resolution 3.2: 215 326 797 409 416 215 736 213 9 737
Re-election of Roger Davey 99.81% 0.19% 71.29% 0.00%
as a non-executive director
Ordinary resolution 3.3: 215 649 083 87 130 215 736 213 9 737
Re-election of Hao Chen as 99.96% 0.04% 71.29% 0.00%
a non-executive director
Ordinary resolution 4: 145 780 902 69 955 311 215 736 213 9 737
Placement of authorised 67.57% 32.43% 71.29% 0.00%
but unissued shares under
the directors' control
Ordinary resolution 5: 145 691 916 70 040 425 215 732 341 13 609
Dis-application of pre- 67.53% 32.47% 71.29% 0.00%
emptive rights
Ordinary resolution 6: 173 376 624 42 356 589 215 733 213 12 737
General authority to issue 80.37% 19.63% 71.29% 0.00%
shares for cash
Ordinary resolution 7.1: 213 127 871 2 608 342 215 736 213 9 737
Approval of the Group 98.79% 1.21% 71.29% 0.00%
remuneration policy
Ordinary resolution 7.2: 213 214 129 2 522 084 215 736 213 9 737
Approval of the 98.83% 1.17% 71.29% 0.00%
Remuneration
Implementation Report
Special resolution 1: 215 734 247 10 903 215 745 150 800
General authority to 99.99% 0.01% 71.30% 0.00%
repurchase shares
Ordinary resolution 8: 215 735 513 1 500 215 737 013 8 937
Final dividend 100% 0.00% 71.30% 0.00%
Ordinary resolution 9: 215 735 341 - 215 735 341 10 609
Directors' authority to 100% 0.00% 71.29% 0.00%
implement resolutions
Dividend currency conversion rates and timetable
The final dividend of US 1.5 cents per share having been approved by shareholders, Tharisa advises as
follows:
Shareholders on the principal Cyprus register will be paid in USD, shareholders whose shares are held
through Central Securities Depositary Participants (CSDPs) and brokers and are traded on the JSE will
be paid in ZAR and holders of Depositary Interests traded on the LSE will be paid in GBP. The dividend
will be paid from income reserves and may therefore be subject to dividend withholding tax depending
on the tax residency of the shareholder.
The currency equivalents of the dividend, based on the weighted average of the South African Reserve
Bank's daily rate at approximately 10:30 (UTC +2) on 1 December 2025, being the currency conversion
date, are as follows:
Exchange rate Dividend per share in payment currency
South Africa - JSE ZAR 17.07920/US$ 25.61880 South African cents per share
United Kingdom - LSE GBP 0.75654/US$ 1.13481 pence per share
The timetable for payment of the dividend is as follows:
Declaration and currency conversion date Thursday, 1 December 2025
Currency conversion rates announced Thursday, 19 February 2026
Last day to trade cum-dividend rights on the JSE Tuesday, 24 February 2026
Last day to trade cum-dividend rights on the LSE Wednesday, 25 February 2026
Shares will trade ex-dividend rights on the JSE from Wednesday, 25 February 2026
Shares will trade ex-dividend rights on the LSE from Thursday, 26 February 2026
Record date for payment on both JSE and LSE Friday, 27 February 2026
Dividend payment date Wednesday, 11 March 2026
No dematerialisation or rematerialisation of shares within Strate will be permitted between
Wednesday, 25 February 2026 and Friday, 27 February 2026, both days inclusive.
No transfers between registers will be permitted between Thursday, 19 February 2026 and Friday,
27 February 2026, both days inclusive.
Tax implications of the dividend
Shareholders and Depositary Interest holders should note that information provided should not be
regarded as tax advice.
Shareholders are advised that the dividend declared will be paid out of income reserves and may
therefore be subject to dividend withholding tax depending on the tax residency of the shareholder.
Funds will be paid from Cyprus.
South African tax residents
South African shareholders are advised that the dividend constitutes a foreign dividend. For individual
South African tax resident shareholders, dividend withholding tax of 20% will be applied to the gross
dividend of 25.61880 South African cents per share. Therefore, the net dividend of 20.49504 South
African cents per share will be paid after 5.12376 South African cents in terms of dividend withholding
tax has been applied. Shareholders who are South African tax resident companies are exempt from
dividend tax and will receive the dividend of 25.61880 South African cents per share. This does not
constitute legal or tax advice and is based on taxation law and practice in South Africa. Shareholders
should consult their brokers, financial and/or tax advisors with regard to how they will be impacted
by the payment of the dividend.
UK tax residents
UK tax residents are advised that the dividend constitutes a foreign dividend and that they should
consult their brokers, financial and/or tax advisors with regard to how they will be impacted by the
payment of the dividend.
Cyprus tax residents
Individual Cyprus tax residents are advised that the dividend constitutes a local dividend and that they
should consult their brokers, financial and/or tax advisors with regard to how they will be impacted
by the payment of the dividend.
Additional information required by the JSE Listings Requirements
Tharisa has a total of 302 596 743 ordinary shares in issue on 19 February 2026, of which 296 259 295
carry voting rights and are eligible to receive dividends.
Paphos, Cyprus
19 February 2026
JSE Sponsor
Investec Bank Limited
Connect with us on LinkedIn to get further news and updates about our business.
Investor Relations Contacts:
Ilja Graulich (Head of Investor Relations and Communications)
+27 11 996 3500
+27 83 604 0820
igraulich@tharisa.com
Broker Contacts:
Peel Hunt LLP (UK Joint Broker)
Ross Allister / Georgia Langoulant
+44 207 418 8900
BMO Capital Markets Limited (UK Joint Broker)
Thomas Rider / Nick Macann
+44 207 236 1010
Berenberg (UK Joint Broker)
Matthew Armitt / Jennifer Lee / Detlir Elezi
+44 203 207 7800
About Tharisa – delivering on expansion and growth opportunities, commercialising technology
solutions
Tharisa is an integrated resource group playing a pivotal role in the global energy transition and the
decarbonisation of economies. Leveraging innovation and technology, Tharisa covers the entire value
chain – exploration, mining, processing, beneficiation, marketing, sales, and logistics – for PGMs and
chrome concentrates. The low cost, multigenerational Tharisa Mine is located on the southwestern
limb of the Bushveld Complex, South Africa, the largest source of PGMs and chrome globally.
Development of the Karo Platinum Project, a tier-one PGM project on Zimbabwe's Great Dyke, further
reinforces Tharisa's growth strategy. Investments in downstream beneficiation, including proven
chrome and PGM alloy production, will add significant value when commercialised. Tharisa is
committed to reducing carbon emissions by 30% by 2030 and the sustainability roadmap targets net
carbon neutrality by 2050. Through Redox One, Tharisa is advancing proprietary iron-chromium redox
flow battery technology, utilising the very commodities it mines to support long-duration energy
storage – a key component in the transition to renewable energy.
Tharisa plc is listed on the Johannesburg Stock Exchange (JSE: THA) and the London Stock Exchange
(LSE: THS, Equity Shares (Transition) Category).
Date: 19-02-2026 07:05:00
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