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

Release Date: 26/11/2020 17:05
Code(s): PAN     PDF:  
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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
ADR ticker code: PAFRY
ISIN: GB0004300496
ADR ticker 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, 26 November 2020, all the ordinary and special
resolutions, save for ordinary resolution number 11, as set out in the notice of AGM dated
28 October 2020, 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 2020

Shares Voted            Abstained               For                     Against
1,619,101,298           6,378,070               1,619,062,878           38,420
72.45%                  0.29%                   100%                    0.00%


Ordinary resolution number 2: To approve the final dividend of 14.00000 ZA cents per
share

Shares Voted            Abstained               For                     Against
1,624,705,824           773,544                 1,624,667,404           38,420
72.70%                  0.03%                   100%                    0.00%


Ordinary resolution number 3: To re-elect Mr KC Spencer as a director of the Company

Shares Voted            Abstained               For                     Against
1,624,649,959           829,409                 1,452,399,526           172,250,433
72.70%                  0.04%                   89.40%                  10.60%


Ordinary resolution number 4: To re-elect Mr JAJ Loots as a director of the Company
Shares Voted            Abstained              For                     Against
1,624,649,959           829,409                1,623,626,095           1,023,864
72.70%                  0.04%                  99.94%                  0.06%


Ordinary resolution number 5: To re-elect Mrs HH Hickey as a member of the audit and
risk committee

Shares Voted            Abstained              For                     Against
1,624,588,909           890,459                1,623,614,539           974,370
72.70%                  0.04%                  99.94%                  0.06%


Ordinary resolution number 6: To re-elect Mr CDS Needham as a member of the audit and
risk committee

Shares Voted            Abstained              For                     Against
1,624,588,909           890,459                1,624,506,815           82,094
72.70%                  0.04%                  99.99%                  0.01%


Ordinary resolution number 7: To re-elect Mr TF Mosololi as a member of the audit and
risk committee

Shares Voted            Abstained              For                     Against
1,624,574,885           904,483                1,612,415,881           12,159,004
72.70%                  0.04%                  99.25%                  0.75%


Ordinary resolution number 8: To endorse the Company’s Remuneration Policy

Shares Voted            Abstained              For                     Against
1,624,290,479           1,188,889              1,044,153,603           580,136,876
72.69%                  0.05%                  64.28%                  35.72%


Ordinary resolution number 9: To endorse the Company’s Remuneration Implementation
Report (Notes 1 and 2)

Shares Voted            Abstained              For                     Against
21,624,290,479          1,188,889              1,002,518,220           621,772,259
72.69%                  0.05%                  61.72%                  38.28%


Ordinary resolution number 10: To reappoint PricewaterhouseCoopers LLP as auditor of
the Company and to authorise the directors to determine their remuneration

Shares Voted            Abstained              For                     Against
1,624,634,786           844,582                1,624,534,440           100,346
72.70%                  0.04%                  99.99%                  0.01%


Ordinary resolution number 11: To authorise the directors to allot equity securities (Note1)
Shares Voted             Abstained                For                      Against
1,624,282,298            1,196,430                775,314,778              848,968,160
72.69%                   0.05%                    47.73%                   52.27%


Special resolution number 12: To authorise the amendment to the Articles of Association of
Article 97

Shares Voted             Abstained                For                      Against
1,624,177,779            1,280,045                1,535,264,285            88,913,494
72.68%                   0.06%                    94.53%                   5.47%


Special resolution number 13: To approve market purchases of ordinary shares

Shares Voted             Abstained                For                      Against
1,624,635,944            843,424                  1,624,445,154            190,790
72.70%                   0.04%                    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 ordinary resolution numbers 8 and 9
   (“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 8 and/or ordinary resolution 9 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
11 December 2020. 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 16 September 2020, wherein an exchange rate of South African Rand (“ZAR”) to
the British Pound (“GBP”) of GBP/ZAR:21.39 and an exchange rate of ZAR to the US Dollar
(“USD”) of US$/ZAR:16.75 were used for illustrative purposes to convert the proposed ZAR
dividend of 14.00000 ZA cents per share into GBP and USD.
Shareholders are advised that, following the approval of the final dividend at the AGM, the
exchange rate for conversion of the final ZAR dividend into GBP has been fixed at an exchange
rate of GBP/ZAR:20.3320 which translates to a final GBP dividend of 0.68857 pence per share
and the exchange rate for conversion of the final ZAR dividend into USD has been fixed at an
exchange rate of US$/ZAR:15.20 which translates to a final USD dividend of US 0.92105 cents
per share.



The following salient dates apply:

Currency conversion date                            Thursday, 26 November 2020
Currency conversion announcement released by        Friday 27 November 2020
11.00 (SA time)
Last date to trade on the JSE                       Tuesday, 1 December 2020
Last date to trade on the LSE                       Wednesday 2 December 2020

Ex-dividend date on the JSE                         Wednesday, 2 December 2020

Ex-dividend date on the LSE                         Thursday, 3 December 2020
Record date on the JSE and LSE                      Friday, 4 December 2020
Payment date                                        Tuesday, 15 December 2020

Notes

•   No transfers between the Johannesburg and London registers between the commencement
    of trading on Wednesday 2 December 2020 and close of business on Friday, 4 December
    2020 will be permitted.
•   No shares may be dematerialised or rematerialised between Wednesday 2 December 2020
    and Friday, 4 December 2020, both days inclusive.
•   The final dividend per share was calculated on 2,234,687,537 total shares in issue equating
    to 14.00000 ZA cents per share or 0.68857 pence or 0.92105 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 11.20000 ZA cents per share
    0.55086 pence per share and US 0.73684 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 dividend will be
    distributed from South African income reserves. The proposed dividend will be paid out of
    the company’s retained earnings, without drawing on any other capital reserves.

Johannesburg
26 November 2020
Contact information



 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                          Ross Allister/David McKeown

 St James's Corporate Services Limited            Peel Hunt LLP

 Company Secretary                                Nominated Adviser and Joint Broker

 Office: + 44 (0)20 7796 8644                     Office: +44 (0)20 7418 8900

 Ciska Kloppers                                   Thomas Rider/Neil Elliot

 Questco Corporate Advisory Proprietary Limited   BMO Capital Markets Limited

 JSE Sponsor                                      Joint Broker

 Office: + 27 (0)11 011 9200                      Office: +44 (0)20 7236 1010

 Hethen Hira                                      Huneiza Goolam

 Pan African Resources PLC                        CMS RM Partners

 Head: Investor Relations                         Transaction Legal Advisors

 Tel: + 27 (0)11 243 2900                         Office: + 27 (0)87 210 0711
 E-mail: hhira@paf.co.za

 Website: www.panafricanresources.com

Date: 26-11-2020 05:05:00
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