REG-Pan African Resources Plc: Results of Annual General Meeting and Salient Dividend Dates
20/11/2025 15:30
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 LSE: 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, 20 November 2025, all the
ordinary and special resolutions other than resolution 17, as set out in the
notice of AGM dated 28 October 2025, 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 2,333,671,529.
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 1,560,996,550 66.89% Abstained For Against
1,827,234 0.08% 1,560,981,380 99.99% 15,170 0.01%
Resolution 2 : To approve the payment of a final dividend
for the year ended 30 June 2025
Shares Voted 1,562,565,985 66.96% Abstained For Against
257,799 0.01% 1,562,551,096 99.99% 14,889 0.01%
Resolution 3 : To re-elect K Spencer as a non-executive
director of the Company (Note 1)
Shares Voted 1,501,288,856 64.33% Abstained For Against
61,534,928 2.64% 1,088,784,793 72.52% 412,504,063 27.48%
Resolution 4 : To re-elect JAJ Loots as an executive
director of the Company
Shares Voted 1,562,320,090 66.95% Abstained For Against
503,694 0.02% 1,558,345,397 99.75% 3,974,693 0.25%
Resolution 5 : To re-elect M Kok as an executive director
of the Company
Shares Voted 1,562,388,399 66.95% Abstained For Against
435,385 0.02% 1,544,864,978 98.88% 17,523,421 1.12%
Resolution 6 : To re-elect D Earp as a non-executive
director of the Company
Shares Voted 1,562,416,799 66.95% Abstained For Against
406,985 0.02% 1,545,468,626 98.92% 16,948,173 1.08%
Resolution 7 : To re-elect TF Mosololi as a non-executive
director of the Company (Note 1)
Shares Voted 1,562,388,224 66.95% Abstained For Against
435,560 0.02% 1,180,368,296 75.55% 382,019,928 24.45%
Resolution 8 : To re-elect CDS Neeham as a non-executive
director of the Company
Shares Voted 1,562,416,673 66.95% Abstained For Against
407,111 0.02% 1,482,273,676 94.87% 80,142,997 5.13%
Resolution 9 : To re-elect Y Themba as a non-executive
director of the Company (Note 1)
Shares Voted 1,562,399,762 66.95% Abstained For Against
424,022 0.02% 1,226,719,405 78.52% 335,680,357 21.48%
Resolution 10: To re-elect D Earp as a member of the audit
and risk committee
Shares Voted 1,562,417,444 66.95% Abstained For Against
406,340 0.02% 1,546,308,424 98.97% 16,109,020 1.03%
Resolution 11 : To re-elect TF Mosololi as a member of the
audit and risk committee (Note 1)
Shares Voted 1,562,416,869 66.95% Abstained For Against
406,915 0.02% 1,106,480,452 70.82% 455,936,417 29.18%
Resolution 12: To re-elect CDS Needham as a member of the
audit and risk committee
Shares Voted 1,562,417,269 66.95% Abstained For Against
406,515 0.02% 1,523,559,274 97.51% 38,857,995 2.49%
Resolution 13: To endorse the Company’s remuneration
policy
Shares Voted 1 562,251,873 66.94% Abstained For Against
571,911 0.02% 1,493,253,167 95.58% 68,998,706 4.42%
Resolution 14 : To endorse the Company’s remuneration
implementation report (Note 1)
Shares Voted 1,559,266,319 66.82% Abstained For Against
3,557,465 0.15% 1,206,270,230 77.36% 352,996,089 22.64%
Resolution 15 : To reappoint PwC as auditors of the Company
and to authorise the directors to determine their remuneration
Shares Voted 1,559,197,860 66.81% Abstained For Against
3,625,924 0.16% 1,559,149,139 99.99% 48,721 0.01%
Resolution 16 : To authorise the directors to allot equity
securities (Note 1)
Shares Voted 1,562,363,722 66.95% Abstained For Against
460,062 0.02% 984,255,986 63.00% 578,107,736 37.00%
Resolution 17 : To approve the disapplication of
pre-emption rights and general authority to issue shares for cash (Note 1)
Shares Voted 1,562,346,525 66.95% Abstained For Against
477,259 0.02% 966,950,224 61.89% 595,396,301 38.11%
Resolution 18 : To approve market purchases of ordinary
shares
Shares Voted 1,562,380,443 66.95% Abstained For Against
443,341 0.02% 1,308,714,751 83.76% 253,665,692 16.24%
Resolution 19 : To approve the appropriation of profits as
at 31 July 2024 to the payment of the 2024 final dividend
Shares Voted 1,562,563,071 66.96% Abstained For Against
260,713 0.01% 1,560,546,571 99.87% 2,016,500 0.13%
Resolution 20 : To cancel the Company’s share premium
account and to cancel and extinguish shares bought back by the Company in July
2025
Shares Voted 1,562,449,539 66.95% Abstained For Against
374,245 0.02% 1,560,423,401 99.87% 2,026,138 0.13%
Resolution 21 : To implement other aspects of the share
capital reduction
Shares Voted 1,562,321,361 66.95% Abstained For Against
502,423 0.02% 1,560,191,105 99.86% 2,130,256 0.14%
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 resolutions number 3, 7, 9, 11, 14, 16 and 17 (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.
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 5 December 2025. The Company will then
respond in writing to the 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 audited results that were released
on 10 September 2025, wherein an exchange rate of South African Rand (ZAR) to
the British Pound (GBP) of GBP/ZAR:24.33 and an exchange rate of ZAR to the US
Dollar (USD) of USD/ZAR:17.75 was used for illustrative purposes to convert
the proposed ZAR dividend of 37.00000 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:22.59000 which translates to a
final GBP dividend of 1.63789 pence per Share and the exchange rate for
conversion of the final ZAR dividend into USD for illustrative purposes is
USD/ZAR: 17.24392, which translates to an illustrative final USD dividend of
US 2.14568 cents per Share.
The following salient dates apply:
Currency conversion date Thursday, 20 November 2025
Last date to trade on the JSE Tuesday, 25 November 2025
Last date to trade on the LSE Wednesday, 26 November 2025
Ex-dividend date on the JSE Wednesday, 26 November 2025
Ex-dividend date on the LSE Thursday, 27 November 2025
Record date on the JSE and LSE Friday, 28 November 2025
Payment date Tuesday, 9 December 2025
Notes
* No transfers between the South African and UK registers, between
the commencement of trading on Wednesday, 26 November 2025 and close of
business on Friday, 28 November 2025 will be permitted.
* No Shares may be dematerialised or rematerialised between
Wednesday, 26 November 2025 and Friday, 28 November 2025, both days inclusive.
* The final dividend per Share was calculated on 2,333,671,529
total Shares in issue equating to 37.00000 ZA cents per Share or 1.63789 pence
or 2.14568 US cents per Share.
* The South African dividends tax rate is 20% per Share for
shareholders who are liable to pay the dividends tax, resulting in a net
dividend of 29.60000 ZA cents per Share, 1.31031 pence per Share and US
1.71654 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 registers, 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.
For further information on Pan African, please visit the Company’s website
at
www.panafricanresources.com
Rosebank
20 November 2025
Corporate information
Corporate Office The Firs Building 2nd Floor, Office 204 Corner Cradock and Biermann Avenues Rosebank, Johannesburg South Africa Office: + 27 (0)11 243 2900 info@paf.co.za Registered Office 107 Cheapside, 2 nd Floor London, EC2V 6DN United Kingdom Office: + 44 (0)20 3869 0706 jane.kirton@corpserv.co.uk
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 Joint Broker Ross Allister/Georgia Langoulant Peel Hunt LLP Office: +44 (0)20 7418 8900
JSE Sponsor & 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 (Berenberg) Office: +44 (0)20 3207 7800
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