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

Pan African ResourcesAnnouncement

21/11/2024 16:00

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 AIM: 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, 21 November 2024, all the
ordinary and special resolutions, as set out in the notice of AGM dated 31
October 2024, 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 2,222,862,046.

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 1,636,327,723 73.61%  Abstained          For                      Against        
                                     4,912,132 0.22%    1,636,319,494 100.00%    8,229 0.00%   

Resolution 2: To approve the payment of a final dividend for the year ended 30
June 2024

 Shares Voted 1,640,778,195 73.81%  Abstained        For                      Against        
                                     461,660 0.02%    1,640,769,966 100.00%    8,229 0.00%   

Resolution 3: To re-elect D Earp as a non-executive director of the Company

 Shares Voted 1,598,708,282 71.92%  Abstained           For                     Against            
                                     42,531,573 1.91%    1,594,948,321 99.76%    3,759,961 0.24%   

Resolution 4: To re-elect TF Mosololi  as a non-executive director of the
Company

 Shares Voted 1,640,188,951 73.79%  Abstained          For                     Against             
                                     1,050,904 0.05%    1,546,939,522 94.31%    93,249,429 5.69%   

Resolution 5: To re-elect CDS Needham as a non-executive director of the
Company

 Shares Voted 1,640,188,737 73.79%  Abstained          For                     Against             
                                     1,051,118 0.05%    1,593,772,745 97.17%    46,415,992 2.83%   

Resolution 6: To confirm the appointment of M Kok as an executive director of
the Company

 Shares Voted 1,640,147,951 73.79%  Abstained          For                     Against            
                                     1,091,904 0.05%    1,637,048,865 99.81%    3,099,086 0.19%   

Resolution 7: To re-elect D Earp as a member of the audit and risk committee

 Shares Voted 1,640,147,951 73.79%  Abstained          For                     Against            
                                     1,091,904 0.05%    1,636,388,377 99.77%    3,759,574 0.23%   

Resolution 8: To re-elect TF Mosololi as a member of the audit and risk
committee

 Shares Voted 1,640,143,951 73.79%  Abstained          For                     Against             
                                     1,095,904 0.05%    1,567,856,499 95.59%    72,287,452 4.41%   

Resolution 9: To re-elect CDS Needham as a member of the audit and risk
committee

 Shares Voted 1,640,144,944 73.79%  Abstained          For                     Against             
                                     1,094,911 0.05%    1,629,541,547 99.35%    10,603,397 0.65%   

Resolution 10: To endorse the Company’s remuneration policy

 Shares Voted 1,640,390,276 73.80%  Abstained        For                     Against              
                                     849,579 0.04%    1,520,542,207 92.69%    119,848,069 7.31%   

Resolution 11: To endorse the Company’s remuneration implementation report
(Notes 1 and 2)

 Shares Voted 1,640,390,822 73.80%  Abstained        For                     Against               
                                     849,033 0.04%    1,268,209,549 77.31%    372,181,273 22.69%   

Resolution 12: To reappoint PwC as auditors of the Company and to authorise
the directors to determine their remuneration

 Shares Voted 1,640,185,593 73.79%  Abstained          For                     Against            
                                     1,054,262 0.05%    1,635,745,950 99.73%    4,439,643 0.27%   

Resolution 13: To authorise the directors to allot equity securities

 Shares Voted 1,640,574,149 73.80%  Abstained        For                     Against             
                                     665,706 0.03%    1,599,891,673 97.52%    40,682,476 2.48%   

Resolution 14: To approve the disapplication of pre-emption rights and general
authority to issue shares for cash

 Shares Voted 1,640,554,070 73.80%  Abstained        For                     Against             
                                     685,785 0.03%    1,552,573,670 94.64%    87,980,400 5.36%   

Resolution 15: To approve market purchases of ordinary shares

 Shares Voted 1,640,205,674 73.79%  Abstained          For                     Against              
                                     1,034,181 0.05%    1,487,815,155 90.71%    152,390,519 9.29%   

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 resolution
number 11, (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 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 general@corpserv.co.uk
by close of business on 6 December 2024. The Company will then respond in
writing to these Dissenting Shareholders, and if required, engage further with
the Dissenting Shareholders in this regard.
1. SALIENT DIVIDEND DATES
Shareholders are referred to the Group’s provisional summarised audited
results that were released on 11 September 2024, wherein an exchange rate of
South African Rand (ZAR) to the British Pound (GBP) of GBP/ZAR:23.01 and an
exchange rate of ZAR to the US Dollar (USD) of USD/ZAR:18.19 was used for
illustrative purposes to convert the proposed ZAR dividend of 22.00000 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:22.93 which translates to a
final GBP dividend of 0.95944 pence per share and the exchange rate for
conversion of the final ZAR dividend into USD for illustrative purposes is
USD/ZAR:18.10, which translates to an illustrative final USD dividend of US
1.21547 cents per share.

The following salient dates apply:

 Currency conversion date        Thursday, 21 November 2024   
 Last date to trade on the JSE   Tuesday, 26 November 2024    
 Last date to trade on the LSE   Wednesday, 27 November 2024  
 Ex-dividend date on the JSE     Wednesday, 27 November 2024  
 Ex-dividend date on the LSE     Thursday, 28 November 2024   
 Record date on the JSE and LSE  Friday, 29 November 2024     
 Payment date                    Tuesday, 10 December 2024    

Notes
* No transfers between the Johannesburg and London registers, between the
commencement of trading on Wednesday, 27 November 2024 and close of business
on Friday, 29 November 2024 will be permitted.
* No shares may be dematerialised or rematerialised between Wednesday, 27
November 2024 and Friday, 29 November 2024, both days inclusive.
* The final dividend per share was calculated on 2,222,862,046 total shares in
issue equating to 22.00000 ZA cents per share or 0.95944 pence or 1.21547 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 17.60000 ZA cents per share, 0.76755 pence per share and US
0.97238 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

21 November 2024

 

 

 Corporate information                                                                                                                                                                                                                                                                             
 Corporate office The Firs Building 2nd Floor, Office 204 Cnr. Cradock and Biermann Avenues Rosebank, Johannesburg South Africa Office: + 27 (0)11 243 2900 info@paf.co.za  Registered office 2 nd Floor 107 Cheapside London EC2V 6DN United Kingdom Office: + 44 (0)20 3869 0706 info@paf.co.za  
 Chief executive officer  Cobus Loots    Office: + 27 (0)11 243 2900                                                                                                        Financial director and debt officer Marileen Kok    Office: + 27 (0)11 243 2900                                        
 Head: Investor relations Hethen Hira                                                                                                                                       Website: www.panafricanresources.com                                                                                   
  Tel: + 27 (0)11 243 2900                                                                                                                                                                                                                                                                         
  E-mail: hhira@paf.co.za                                                                                                                                                                                                                                                                          
 Company secretary Jane Kirton St James's Corporate Services Limited Office: + 44 (0)20 3869 0706                                                                           Nominated adviser and joint broker Ross Allister/Georgia Langoulant Peel Hunt LLP Office: +44 (0)20 7418 8900          
 JSE Sponsor and JSE debt sponsor Ciska Kloppers Questco Corporate Advisory Proprietary Limited Office: + 27 (0) 63 482 3802                                                Joint broker Thomas Rider/Nick Macann BMO Capital Markets Limited Office: +44 (0)20 7236 1010                          
                                                                                                                                                                            Joint broker Matthew Armitt/Jennifer Lee Joh. Berenberg, Gossler & Co KG Office: +44 (0)20 3207 7800                   

 



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