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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
(“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, 25 November 2021, all the ordinary and special
resolutions, as set out in the notice of AGM dated 27 October 2021, 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 auditors’ report for the year ended 30 June 2021
Shares Voted Abstained For Against
1,650,854,676 897,387 1,650,793,432 61,244
73.87% 0.04% 100% 0.00%
Ordinary resolution number 2: To approve the final dividend of 18.00000 ZA cents per
share
Shares Voted Abstained For Against
1,651,028,314 723,749 1,647,862,304 3,166,010
73.88% 0.03% 99.81% 0.19%
Ordinary resolution number 3: To re-elect KC Spencer as an independent non-executive
director of the Company
Shares Voted Abstained For Against
1,650,713,655 1,038,408 1,619,716,946 30,996,709
73.87% 0.05% 98.12% 1.88%
Ordinary resolution number 4: To re-elect GP Louw as a director of the Company
Shares Voted Abstained For Against
1,650,725,511 1,026,552 1,649,021,694 1,703,817
73.87% 0.05% 99.90% 0.10%
Ordinary resolution number 5: To re-elect TF Mosololi as an independent non-executive
director of the Company
Shares Voted Abstained For Against
1,650,660,624 1,091,439 1,649,668,993 991,631
73.87% 0.05% 99.94% 0.06%
Ordinary resolution number 6: To elect D Earp as an independent director of the Company
Shares Voted Abstained For Against
1,650,721,416 1,030,647 1,649,367,385 1,354,031
73.87% 0.05% 99.92% 0.08%
Ordinary resolution number 7: To elect D Earp as a member of the audit and risk
committee
Shares Voted Abstained For Against
1,650,718,836 1,033,227 1,649,248,491 1,470,345
73.87% 0.05% 99.91% 0.09%
Ordinary Resolution 8: To re-elect CDS Needham as a member of the audit and risk
committee
Shares Voted Abstained For Against
1,633,646,756 18,105,307 1,632,454,583 1,192,173
73.10% 0.81% 99.93% 0.07%
Ordinary Resolution 9: To re-elect TF Mosololi as a member of the audit and risk
committee
Shares Voted Abstained For Against
1,650,716,187 1,035,876 1,649,729,807 986,380
73.87% 0.05% 99.94% 0.06%
Ordinary resolution number 10: To endorse the Company’s Remuneration Policy
Shares Voted Abstained For Against
1,650,555,642 1,196,421 1,184,770,784 465,784,858
73.86% 0.05% 71.78% 28.22%
Ordinary resolution number 11: To endorse the Company’s Remuneration Implementation
Report (Notes 1 and 2)
Shares Voted Abstained For Against
1,649,862,787 1,889,276 1,139,342,224 510,520,563
73.83% 0.08% 69.06% 30.94%
Ordinary resolution number 12: To reappoint PricewaterhouseCoopers LLP as auditors of
the Company and to authorise the directors to determine their remuneration
Shares Voted Abstained For Against
1,650,123,573 1,628,490 1,582,376,203 67,747,370
73.84% 0.07% 95.89% 4.11%
Ordinary resolution number 13: To authorise the directors to allot equity securities (Note 1)
Shares Voted Abstained For Against
1,650,051,998 1,700,065 1,101,902,256 548,149,742
73.84% 0.08% 66.78% 33.22%
Special resolution number 14: To approve market purchases of ordinary shares
Shares Voted Abstained For Against
1,650,549,309 1,952,754 1,413,442,606 237,106,703
73.86% 0.09% 85.63% 14.37%
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 10, 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(j) of the JSE Limited Listings Requirements, Pan
African invites those Dissenting Shareholders who voted against ordinary resolution
number 10 and/or ordinary resolution 11 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 15 September 2021, wherein an exchange rate of South African Rand (“ZAR”) to
the British Pound (“GBP”) of GBP/ZAR:19.66 and an exchange rate of ZAR to the US Dollar
(“USD”) of USD/ZAR:14.21 was used for illustrative purposes to convert the proposed ZAR
dividend of 18.00000 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:21.1880 which translates to a final GBP dividend of 0.84954 pence per share
and the exchange rate for conversion of the final ZAR dividend into USD for illustrative
purposes is USD/ZAR:15.80, which translates to an illustrative final USD dividend of US
1.13924 cents per share.
The following salient dates apply:
Currency conversion date Thursday, 25 November 2021
Currency conversion announcement released by
11.00 (SA time) Friday 26 November 2021
Last date to trade on the JSE Tuesday, 30 November 2021
Last date to trade on the LSE Wednesday 1 December 2021
Ex-dividend date on the JSE Wednesday, 1 December 2021
Ex-dividend date on the LSE Thursday, 2 December 2021
Record date on the JSE and LSE Friday, 3 December 2021
Payment date Tuesday, 14 December 2021
Notes
• No transfers between the Johannesburg and London registers between the commencement
of trading on Wednesday, 1 December 2021 and close of business on Friday, 3 December
2021, will be permitted.
• No shares may be dematerialised or rematerialised between Wednesday, 1 December 2021
and Friday, 3 December 2021, both days inclusive.
• The final dividend per share was calculated on 2,234,687,537 total shares in issue equating
to 18.00000 ZA cents per share or 0.84954 pence or 1.13924 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 14.40000 ZA cents per share
0.67963 pence per share and US 0.91139 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 register, 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.
Johannesburg
26 November 2021
Corporate 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
E-mail: info@paf.co.za Office: + 44 (0)20 7796 8644
Chief Executive Officer Financial Director
Cobus Loots Deon Louw
Office: + 27 (0)11 243 2900 Office: + 27 (0)11 243 2900
Company Secretary Nominated Adviser and Joint Broker
Phil Dexter/Jane Kirton Ross Allister/David McKeown
St James's Corporate Services Limited Peel Hunt LLP
Office: + 44 (0)20 7796 8644 Office: +44 (0)20 7418 8900
JSE Sponsor Joint Broker
Ciska Kloppers Thomas Rider/Nick Macann
Questco Corporate Advisory Proprietary Limited BMO Capital Markets Limited
Office: + 27 (0)11 011 9200 Office: +44 (0)20 7236 1010
Head of Investor Relations
Hethen Hira
Office: + 27 (0)11 243 2900
E-mail: hhira@paf.co.za
Website: www.panafricanresources.com
Date: 26-11-2021 09:10:00
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