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Results of Annual General Meeting and Salient Dividend Dates
Pan African Resources PLC
(Incorporated and registered in England and Wales under Companies Act 1985 with
registered number 3937466 on 25 February 2000)
Share code on AIM: PAF
Share code on JSE: PAN
ISIN: GB0004300496
(“Pan African” or the “Company” or the “Group”)
RESULTS OF ANNUAL GENERAL MEETING AND SALIENT DIVIDEND DATES
RESULTS OF ANNUAL GENERAL MEETING
Pan African shareholders (“Shareholders”) are advised that at the annual general meeting
(“AGM”) of Shareholders held on Thursday, 28 November 2019, all the ordinary and special
resolutions, save for ordinary resolution number 13, as set out in the notice of AGM dated
18 September 2019, 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
2,234,687,537.
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:
Ordinary resolution number 1: To receive and adopt the directors’ report, the audited
statement of accounts and the auditor’s report for the year ended 30 June 2019
Shares Voted Abstained For Against
1,610,303,019 2,448,832 1,532,003,019 78,300,000
72.06% 0.11% 95.14% 4.86%
Ordinary resolution number 2: To approve the final dividend of 2.23745 ZAR cents per
share
Shares Voted Abstained For Against
1,612,121,832 630,019 1,612,071,832 50,000
72.14% 0.03% 100.00% 0.00%
Ordinary resolution number 3: To re-elect Mrs HH Hickey as a director of the Company
Shares Voted Abstained For Against
1,610,173,716 2,578,135 1,595,092,766 15,080,950
72.05% 0.11% 99.06% 0.94%
Ordinary resolution number 4: To re-elect Mr TF Mosololi as a director of the Company
committee
Shares Voted Abstained For Against
1,610,172,341 2,579,510 1,570,650,858 39,521,483
72.05% 0.11% 97.55% 2.45%
Ordinary resolution number 5: To re-elect Mr CDS Needham as a director of the Company
Shares Voted Abstained For Against
1,606,173,716 6,578,135 1,606,136,145 37,571
71.87% 0.29% 100.00% 0.00%
Ordinary resolution number 6: To re-elect Ms YN Themba as a director of the Company
Shares Voted Abstained For Against
1,606,172,341 6,579,510 1,603,695,305 2,477,036
71.87% 0.29% 99.85% 0.15%
Ordinary resolution number 7: To re-elect Mrs HH Hickey as a member of the audit
committee
Shares Voted Abstained For Against
1,610,174,320 2,577,075 1,595,357,141 14,817,179
72.05% 0.11% 99.08% 0.92%
Ordinary resolution number 8: To re-elect Mr CDS Needham as a member of the audit
committee
Shares Voted Abstained For Against
1,606,174,776 6,577,075 1,583,199,117 22,975,659
71.87% 0.29% 98.57% 1.43%
Ordinary resolution number 9: To re-elect Mr TF Mosololi as a member of the audit
committee
Shares Voted Abstained For Against
1,610,174,776 2,577,075 1,595,176,315 14,998,461
72.05% 0.11% 99.07% 0.93%
Ordinary resolution number 10: To endorse the Company’s Remuneration Policy
Shares Voted Abstained For Against
1,610,217,936 2,533,459 1,533,119,123 77,098,813
72.06% 0.11% 95.21% 4.79%
Ordinary resolution number 11: To endorse the Company’s Remuneration Implementation
Report (Notes 1 and 2)
Shares Voted Abstained For Against
1,610,252064 2,499,787 927,948,817 682,303,247
72.06% 0.11% 57.63% 42.37%
Ordinary resolution number 12: To appoint PricewaterhouseCoopers LLP as auditor of the
Company and to authorise the directors to determine their remuneration
Shares Voted Abstained For Against
1,610,117,427 2,634,424 1,609,903,713 213,714
72.05% 0.12% 99.99% 0.01%
Ordinary resolution number 13: To authorise the directors to allot equity securities
(Note 1)
Shares Voted Abstained For Against
1,610,237,488 2,514,363 693,984,323 916,253,165
72.06% 0.11% 43.10% 56.90%
Special resolution number 14: To approve market purchases of ordinary shares
Shares Voted Abstained For Against
1,610,322,930 2,428,921 1,603,163,650 7,159,280
72.06% 0.11% 99.56% 0.44%
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 resolution numbers
11 and 13 (“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(k) 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 phil.dexter@corpserv.co.uk by close of business on
13 December 2019. The Company will then respond in writing to these Shareholders, and if
required, engage further with the Shareholders in this regard.
SALIENT DIVIDEND DATES
Shareholders are referred to the Group’s results that were released on 18 September 2019,
wherein an exchange rate of South African Rand (“ZAR”) to the British Pound (“GBP”) of
ZAR/GBP: R18:25 and an exchange rate of ZAR to the US Dollar (“USD”) of ZAR/USD:
14.75 were used for illustrative purposes to convert the proposed ZAR dividend of 2.23745
ZAR cents per share into GBP and USD.
Shareholders are advised that, following the approval of the final dividend at the AGM, the
exchange rate for conversion of the final dividend into GBP is a fixed exchange rate of
ZAR/GBP:19.0825 which translates to a final GBP dividend of 0.11725 pence per share and
the exchange rate for conversion of the final dividend into USD is a fixed exchange rate of
ZAR/USD: 14.74 which translates to a final USD dividend of 0.15179 US cents per share.
The dividend will be distributed from South African income reserves.
The following salient dates apply:
Currency conversion date Thursday, 28 November 2019
Currency conversion announcement released by Friday 29 November 2019
11.00 (SA time)
Last date to trade on the JSE Tuesday, 10 December 2019
Last date to trade on the LSE Wednesday 11 December 2019
Ex-dividend date on the JSE Wednesday, 11 December 2019
Ex-dividend date on the LSE Thursday, 12 December 2019
Record date on the JSE and LSE Friday, 13 December 2019
Payment date Monday 30 December 2019
Notes
• No transfers between the Johannesburg and London registers between the
commencement of trading on Wednesday 11 December 2019 and close of business on
Friday, 13 December 2019 will be permitted.
• No Shares may be dematerialised or rematerialised between Wednesday 11 December
2019 and Friday, 13 December 2019, both days inclusive.
• The final dividend per share was calculated on 2,234,687,537 total shares in issue
equating to 2.23745 ZAR cents per share or 0.11725 pence or 0.15179 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 1.78996 ZAR cents
per share (0.09380 pence per share and 0.12143 US 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 Asset Services who manage the SA and UK
register, respectively. The company's South African income tax reference number is
9154588173. The proposed dividend will be paid out of the company’s retained
earnings, without drawing on any other capital reserves.
Johannesburg
29 November 2019
Contact information
Corporate Office Registered Office
The Firs Office Building Suite 31
2nd Floor, Office 204 Second Floor
Cnr. Cradock and Biermann Avenues 107 Cheapside
Rosebank, Johannesburg London
South Africa EC2V 6DN
Office: + 27 (0) 11 243 2900 United Kingdom
info@paf.co.za Office: + 44 (0) 20 7796 8644
Cobus Loots Deon Louw
Pan African Resources PLC Pan African Resources PLC
Chief Executive Officer Financial Director
Office: + 27 (0) 11 243 2900 Office: + 27 (0) 11 243 2900
Phil Dexter/Jane Kirton John Prior/Will Wickham
St James's Corporate Services Limited Numis Securities Limited
Company Secretary Nominated Adviser and Joint Broker
Office: + 44 (0) 20 7796 8644 Office: +44 (0) 20 7260 1000
Ciska Kloppers Ross Allister/David McKeown
Questco Corporate Advisory Proprietary Limited Peel Hunt LLP
JSE Sponsor Joint Broker
Office: + 27 (0) 11 011 9200 Office: +44 (0) 20 7418 8900
Julian Gwillim Thomas Rider/Neil Elliot
Aprio Strategic Communications BMO Capital Markets Limited
Public & Investor Relations SA Joint Broker
Office: +27 (0) 11 880 0037 Office: +44 (0) 20 7236 1010
Bobby Morse/Chris Judd
Buchanan
Public and Investor Relations UK
Office: +44 (0) 20 7466 5000
paf@buchanan.uk.com
Website: www.panafricanresources.com
Date: 29-11-2019 09:00:00
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