REG-Pan African Resources Plc: Result of AGM

Pan African ResourcesAnnouncement

21/11/2018 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
ISIN: GB0004300496
(“Pan African” or the “Company” or the “Group”)

RESULTS OF ANNUAL GENERAL MEETING

Pan African shareholders (“Shareholders”) are advised that at the annual
general meeting (“AGM”) of Shareholders held on Tuesday, 20 November 2018,
all the ordinary and special resolutions, save for ordinary resolution numbers
8 and 10 and special resolution number 11, as set out in the notice of AGM
dated 19 September 2018, 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 2018

 Shares Voted  1,711,249,951 76.58%  Abstained  415,021 0.02%  For   100%  Against   0.00%  

Ordinary resolution number 2: To re-elect Mr JAJ Loots as a director of the
Company

 Shares Voted  1,711,162,837 76.57%  Abstained  502,135 0.02%  For   99.76%  Against   0.24%  

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

 Shares Voted  1,711,050,237 76.57%  Abstained  614,735 0.03%  For   99.76%  Against   0.24%  

Ordinary resolution number 4: To re-elect Mrs HH Hickey as a member of the
audit committee

 Shares Voted  1,711,028,862 76.57%  Abstained  636,110 0.03%  For   99.06%  Against   0.94%  

Ordinary resolution number 5: To re-elect Mr KC Spencer as a member of the
audit committee

 Shares Voted  1,555,243,607 69.60%  Abstained  156,421,365 7.00%  For   85.01%  Against   14.99%  

Ordinary resolution number 6: To re-elect Mr TF Mosololi as a member of the
audit committee

 Shares Voted  1,691,785,286 75.70%  Abstained  19,879,686 0.89%  For   99.89%  Against   0.11%  

Ordinary resolution number 7: To endorse the Company’s remuneration policy
(Note 1, 2)

 Shares Voted  1,535,958,147 68.73%  Abstained  175,706,825 7.86%  For   51.10%  Against   48.90%  

Ordinary resolution number 8: To endorse the Company’s remuneration
implementation report (Note 1, 2)

 Shares Voted  1,535,960,747 68.73%  Abstained  175,704,225 7.86%  For   48.61%  Against   51.39%  

Ordinary resolution number 9: To re-appoint Deloitte LLP as auditors of the
Company and to authorise the directors to determine their remuneration

 Shares Voted  1,711,235,311 76.58%  Abstained  429,661 0.02%  For   85.50%  Against   14.50%  

Ordinary resolution number 10: To authorise the directors to allot equity
securities (Note 1)

 Shares Voted  1,711,018,645 76.57%  Abstained  646,327 0.03%  For   46.21%  Against   53.79%  

Special resolution number 11: To approve the disapplication of pre-emption
rights (Note 1)

 Shares Voted  1,691,882,357 75.71%  Abstained  19,782,615 0.89%  For   45.40%  Against   54.60%  

Special resolution number 12: To approve market purchases of ordinary shares

 Shares Voted  1,711,237,094 76.58%  Abstained  427,878 0.02%  For   99.16%  Against   0.84%  

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 7, 8 and 10 and special resolution number 11
(“Resolutions”), (“Dissenting Shareholders”) in order to ascertain the
reasons for doing so, following which an update on the views expressed by such
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 Shareholders who voted
against ordinary resolutions number 7 and 8 to engage with the Company
regarding their views on the Company’s remuneration policy and the
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 30 November 2018. The
Company will then respond in writing to these Shareholders, and if required,
engage further with  the Shareholders in this regard.

Johannesburg

20 November 2018

 Contact information                                                                                                                                                                                                                                                                                                      
 Corporate Office The Firs Office Building 1st Floor, Office 101 Cnr. Cradock and Biermann Avenues Rosebank, Johannesburg South Africa Office: + 27 (0) 11 243 2900 Facsimile: + 27 (0) 11 880 1240  Registered Office Suite 31, Second Floor 107 Cheapside London EC2V 6DN United Kingdom Office: + 44 (0) 20 7796 8644  
 Cobus Loots Pan African Resources PLC Chief Executive Officer Office: + 27 (0) 11 243 2900                                                                                                          Deon Louw Pan African Resources PLC Financial Director Office: + 27 (0) 11 243 2900                                  
 Phil Dexter St James's Corporate Services Limited Company Secretary Office: + 44 (0) 20 7796 8644                                                                                                   John Prior / Paul Gillam Numis Securities Limited Nominated Adviser and Joint Broker Office: +44 (0) 20 7260 1000    
 Taryn Carter One Capital JSE Sponsor Office: + 27 (0) 11 550 5030                                                                                                                                   Ross Allister / James Bavister / David McKeown Peel Hunt LLP Joint Broker Office: +44 (0) 207 418 8900               
 Julian Gwillim Aprio Strategic Communications Public & Investor Relations SA Office: +27 (0)11 880 0037                                                                                             Jeffrey Couch / Thomas Rider BMO Capital Markets Limited Joint Broker Office: +44 (0) 20 7236 1010                   
 Bobby Morse / Chris Judd Buchanan Communications Public & Investor Relations UK Office: +44 (0) 20 7466 5000                                                                                                                                                                                                             
 Website: www.panafricanresources.com                                                                                                                                                                                                                                                                                     



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