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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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