REG-Pan African Resources Plc: Result of AGM and Salient Dividend Dates

Pan African ResourcesAnnouncement

26/11/2021 07:05

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 1,650,854,676 73.87%  Abstained 897,387 0.04%  For 1,650,793,432 100%  Against 61,244 0.00%  

Ordinary resolution number 2: To approve the final dividend of 18.00000 ZA
cents per share

 Shares Voted 1,651,028,314 73.88%  Abstained 723,749 0.03%  For 1,647,862,304 99.81%  Against 3,166,010 0.19%  

Ordinary resolution number 3: To re-elect KC Spencer as an independent
non-executive director of the Company

 Shares Voted 1,650,713,655 73.87%  Abstained 1,038,408 0.05%  For 1,619,716,946 98.12%  Against 30,996,709 1.88%  

Ordinary resolution number 4: To re-elect GP Louw as a director of the Company

 Shares Voted 1,650,725,511 73.87%  Abstained 1,026,552 0.05%  For 1,649,021,694 99.90%  Against 1,703,817 0.10%  

Ordinary resolution number 5: To re-elect TF Mosololi as an independent
non-executive director of the Company

 Shares Voted 1,650,660,624 73.87%  Abstained 1,091,439 0.05%  For 1,649,668,993 99.94%  Against 991,631 0.06%  

Ordinary resolution number 6: To elect D Earp as an independent director of
the Company

 Shares Voted 1,650,721,416 73.87%  Abstained 1,030,647 0.05%  For 1,649,367,385 99.92%  Against 1,354,031 0.08%  

Ordinary resolution number 7: To elect D Earp as a member of the audit and
risk committee

 Shares Voted 1,650,718,836 73.87%  Abstained 1,033,227 0.05%  For 1,649,248,491 99.91%  Against 1,470,345 0.09%  

Ordinary Resolution 8:  To re-elect CDS Needham as a member of the audit and
risk committee

 Shares Voted 1,633,646,756 73.10%  Abstained 18,105,307 0.81%  For 1,632,454,583 99.93%  Against 1,192,173 0.07%  

Ordinary Resolution 9: To re-elect TF Mosololi as a member of the audit and
risk committee

 Shares Voted 1,650,716,187 73.87%  Abstained 1,035,876 0.05%  For 1,649,729,807 99.94%  Against 986,380 0.06%  

Ordinary resolution number 10: To endorse the Company’s Remuneration Policy

 Shares Voted 1,650,555,642 73.86%  Abstained 1,196,421 0.05%  For 1,184,770,784 71.78%  Against 465,784,858 28.22%  

Ordinary resolution number 11: To endorse the Company’s Remuneration
Implementation Report (Notes 1 and 2)

 Shares Voted 1,649,862,787 73.83%  Abstained 1,889,276 0.08%  For 1,139,342,224 69.06%  Against 510,520,563 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 1,650,123,573 73.84%  Abstained 1,628,490 0.07%  For 1,582,376,203 95.89%  Against 67,747,370 4.11%  

Ordinary resolution number 13: To authorise the directors to allot equity
securities (Note 1)

 Shares Voted 1,650,051,998 73.84%  Abstained 1,700,065 0.08%  For 1,101,902,256 66.78%  Against 548,149,742 33.22%  

Special resolution number 14: To approve market purchases of ordinary shares

 Shares Voted 1,650,549,309 73.86%  Abstained 1,952,754 0.09%  For 1,413,442,606 85.63%  Against 237,106,703 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 The Firs Office Building 2nd Floor, Office 204 Cnr. Cradock and Biermann Avenues Rosebank, Johannesburg South Africa Office: + 27 (0)11 243 2900 E-mail: info@paf.co.za  Registered Office Suite 31 Second Floor 107 Cheapside London EC2V 6DN United Kingdom Office: + 44 (0)20 7796 8644  
 Chief Executive Officer Cobus Loots Office: + 27 (0)11 243 2900                                                                                                                           Financial Director Deon Louw Office: + 27 (0)11 243 2900                                                           
 Company Secretary Phil Dexter/Jane Kirton St James's Corporate Services Limited Office: + 44 (0)20 7796 8644                                                                              Nominated Adviser and Joint Broker Ross Allister/David McKeown Peel Hunt LLP Office: +44 (0)20 7418 8900           
 JSE Sponsor Ciska Kloppers Questco Corporate Advisory Proprietary Limited Office: + 27 (0)11 011 9200                                                                                     Joint Broker Thomas Rider/Nick Macann BMO Capital Markets Limited 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                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                   



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