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PAN-AF:  2,124   -19 (-0.89%)  20/11/2025 19:14

PAN AFRICAN RESOURCES PLC - Results of annual general meeting and salient dividend dates

Release Date: 20/11/2025 17:34
Code(s): PAN PARS01 PARS02 PARS03     PDF:  
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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 LSE: 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, 20 November 2025, all the ordinary and special resolutions other than
resolution 17, as set out in the notice of AGM dated 28 October 2025, 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 2,333,671,529.

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
1,560,996,550                 1,827,234              1,560,981,380              15,170
66.89%                        0.08%                  99.99%                     0.01%

Resolution 2: To approve the payment of a final dividend for the year ended 30 June 2025

Shares Voted                  Abstained              For                       Against
1,562,565,985                 257,799                1,562,551,096             14,889
66.96%                        0.01%                  99.99%                    0.01%

Resolution 3: To re-elect K Spencer as a non-executive director of the Company (Note 1)

Shares Voted                  Abstained              For                       Against
1,501,288,856                 61,534,928             1,088,784,793             412,504,063
64.33%                        2.64%                  72.52%                    27.48%

Resolution 4: To re-elect JAJ Loots as an executive director of the Company

Shares Voted                  Abstained              For                       Against
1,562,320,090                 503,694                1,558,345,397             3,974,693
66.95%                        0.02%                  99.75%                    0.25%
Resolution 5: To re-elect M Kok as an executive director of the Company

Shares Voted                  Abstained              For                        Against
1,562,388,399                 435,385                1,544,864,978              17,523,421
66.95%                        0.02%                  98.88%                     1.12%

Resolution 6: To re-elect D Earp as a non-executive director of the Company

Shares Voted                  Abstained              For                        Against
1,562,416,799                 406,985                1,545,468,626              16,948,173
66.95%                        0.02%                  98.92%                     1.08%

Resolution 7: To re-elect TF Mosololi as a non-executive director of the Company (Note 1)

Shares Voted                  Abstained               For                        Against
1,562,388,224                 435,560                 1,180,368,296              382,019,928
66.95%                        0.02%                   75.55%                     24.45%

Resolution 8: To re-elect CDS Neeham as a non-executive director of the Company

Shares Voted                  Abstained               For                        Against
1,562,416,673                 407,111                 1,482,273,676              80,142,997
66.95%                        0.02%                   94.87%                     5.13%

Resolution 9: To re-elect Y Themba as a non-executive director of the Company (Note 1)

Shares Voted                  Abstained               For                         Against
1,562,399,762                 424,022                 1,226,719,405               335,680,357
66.95%                        0.02%                   78.52%                      21.48%

Resolution 10: To re-elect D Earp as a member of the audit and risk committee

Shares Voted                  Abstained                For                         Against
1,562,417,444                 406,340                  1,546,308,424               16,109,020
66.95%                        0.02%                    98.97%                      1.03%

Resolution 11: To re-elect TF Mosololi as a member of the audit and risk committee (Note 1)

Shares Voted                  Abstained                For                         Against
1,562,416,869                 406,915                  1,106,480,452               455,936,417
66.95%                        0.02%                    70.82%                      29.18%

Resolution 12: To re-elect CDS Needham as a member of the audit and risk committee

Shares Voted                  Abstained                For                         Against
1,562,417,269                 406,515                  1,523,559,274               38,857,995
66.95%                        0.02%                    97.51%                      2.49%
Resolution 13: To endorse the Company's remuneration policy

Shares Voted                   Abstained               For                         Against
1 562,251,873                  571,911                 1,493,253,167               68,998,706
66.94%                         0.02%                   95.58%                      4.42%

Resolution 14: To endorse the Company's remuneration implementation report (Note 1)

Shares Voted                   Abstained               For                         Against
1,559,266,319                  3,557,465               1,206,270,230               352,996,089
66.82%                         0.15%                   77.36%                      22.64%

Resolution 15: To reappoint PwC as auditors of the Company and to authorise the directors to
determine their remuneration

Shares Voted                   Abstained               For                         Against
1,559,197,860                  3,625,924               1,559,149,139               48,721
66.81%                         0.16%                   99.99%                      0.01%

Resolution 16: To authorise the directors to allot equity securities (Note 1)

Shares Voted                   Abstained               For                         Against
1,562,363,722                  460,062                 984,255,986                 578,107,736
66.95%                         0.02%                   63.00%                      37.00%
   
Resolution 17: To approve the disapplication of pre-emption rights and general authority to issue
shares for cash (Note 1)

Shares Voted                   Abstained               For                         Against
1,562,346,525                  477,259                 966,950,224                 595,396,301
66.95%                         0.02%                   61.89%                      38.11%

Resolution 18: To approve market purchases of ordinary shares

Shares Voted                   Abstained               For                         Against
1,562,380,443                  443,341                 1,308,714,751               253,665,692
66.95%                         0.02%                   83.76%                      16.24%

Resolution 19: To approve the appropriation of profits as at 31 July 2024 to the payment of the 2024
final dividend

Shares Voted                   Abstained               For                         Against
1,562,563,071                  260,713                 1,560,546,571               2,016,500
66.96%                         0.01%                   99.87%                      0.13%

Resolution 20: To cancel the Company's share premium account and to cancel and extinguish shares
bought back by the Company in July 2025

Shares Voted                  Abstained                For                        Against
1,562,449,539                 374,245                  1,560,423,401              2,026,138
66.95%                        0.02%                    99.87%                     0.13%
Resolution 21: To implement other aspects of the share capital reduction

Shares Voted                   Abstained                For                        Against
1,562,321,361                  502,423                  1,560,191,105              2,130,256
66.95%                         0.02%                    99.86%                     0.14%

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 resolutions number 3, 7, 9, 11, 14, 16 and 17 (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.

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 5 December 2025. The
Company will then respond in writing to the 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 audited results that were released on 10 September 2025,
wherein an exchange rate of South African Rand (ZAR) to the British Pound (GBP) of GBP/ZAR:24.33
and an exchange rate of ZAR to the US Dollar (USD) of USD/ZAR:17.75 was used for illustrative purposes
to convert the proposed ZAR dividend of 37.00000 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:22.59000 which translates to a final GBP dividend of 1.63789 pence per Share and the
exchange rate for conversion of the final ZAR dividend into USD for illustrative purposes is USD/ZAR:
17.24392, which translates to an illustrative final USD dividend of US 2.14568 cents per Share.

The following salient dates apply:

    Currency conversion date                                      Thursday, 20 November 2025
    Last date to trade on the JSE                                 Tuesday, 25 November 2025
    Last date to trade on the LSE                                 Wednesday, 26 November 2025
    Ex-dividend date on the JSE                                   Wednesday, 26 November 2025
    Ex-dividend date on the LSE                                   Thursday, 27 November 2025
    Record date on the JSE and LSE                                Friday, 28 November 2025
    Payment date                                                  Tuesday, 9 December 2025

Notes

•     No transfers between the South African and UK registers, between the commencement of trading
      on Wednesday, 26 November 2025 and close of business on Friday, 28 November 2025 will be
      permitted.
•     No Shares may be dematerialised or rematerialised between Wednesday, 26 November 2025 and
      Friday, 28 November 2025, both days inclusive.
•     The final dividend per Share was calculated on 2,333,671,529 total Shares in issue equating to
      37.00000 ZA cents per Share or 1.63789 pence or 2.14568 US cents per Share.
•     The South African dividends tax rate is 20% per Share for shareholders who are liable to pay the
      dividends tax, resulting in a net dividend of 29.60000 ZA cents per Share, 1.31031 pence per Share
      and US 1.71654 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
      registers, 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.


For further information on Pan African, please visit the Company's website at
www.panafricanresources.com

Rosebank
20 November 2025

    Corporate information

    Corporate Office                                   Registered Office
    The Firs Building                                  107 Cheapside, 2nd Floor
    2nd Floor, Office 204                              London, EC2V 6DN
    Corner Cradock and Biermann Avenues                United Kingdom
    Rosebank, Johannesburg                             Office: + 44 (0)20 3869 0706
    South Africa                                       jane.kirton@corpserv.co.uk
    Office: + 27 (0)11 243 2900
    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                           Website: www.panafricanresources.com

    Hethen Hira
    Tel: + 27 (0)11 243 2900
    E-mail: hhira@paf.co.za
    Company Secretary                                  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 & JSE Debt Sponsor                     Joint Broker
    Ciska Kloppers                                     Thomas Rider/Nick Macann
    Questco Corporate Advisory Proprietary Limited     BMO Capital Markets Limited
    Office: + 27 (0) 63 482 3802                       Office: +44 (0)20 7236 1010

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


Date: 20-11-2025 05:34:00
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