REG - Tharisa PLC - Results of AGM and dividend rates and timetable

TharisaAnnouncement

19/02/2026 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260219:nRSS5439Ta&default-theme=true

RNS Number : 5439T  Tharisa PLC  19 February 2026

Tharisa plc

(Incorporated in the Republic of Cyprus with limited liability)

(Registration number HE223412)

JSE share code: THA

LSE share code: THS

A2X share code: THA

ISIN: CY0103562118

LEI: 213800WW4YWMVVZIJM90

('Tharisa')

Results of the Annual General Meeting and dividend conversion rates and
timetable

 

Shareholders are advised that all the resolutions tabled at the Annual General
Meeting of shareholders held on Wednesday, 18 February 2026 (in terms of the
notice dispatched on Friday, 19 December 2025), were passed by the requisite
majority.    A poll was conducted on each resolution.

Details of the results of voting at the Annual General Meeting are as follows:

Total number of shares in issue on 18 February 2026: 302 596 743

Total number of shares entitled to vote at the Annual General Meeting:
 296 259 295

 

 

 Resolution                                                                For                                            Against                                        Total shares voted in person or by proxy                                  Abstained
                                                                           Shares                                         Shares                                         Shares                                                                    Shares
                                                                           % of shares voted                              % of shares voted                              % of shares entitled to vote (in relation to total issued share capital)  % of shares entitled to vote (in relation to total issued share capital)

(in relation to shares voted at the meeting)
(in relation to shares voted at the meeting)
 Ordinary resolution 1:                                                    215 736 213                                    -                                              215 736 213                                                               9 737
 Adoption of Annual Financial Statements                                   100%                                           0.00%                                          71.29%                                                                    0.00%
 Ordinary resolution 2:                                                    215 735 341                                    872                                            215 736 213                                                               9 737
 Re-appointment of BDO as external auditors                                100%                                           0.00%                                          71.29%                                                                    0.00%
 Ordinary resolution 3.1:                                                  215 733 841                                    2 372                                          215 736 213                                                               9 737
 Election of Vasileios Vergopoulos as a non-executive director             100%                                           0.00%                                          71.29%                                                                    0.00%
 Ordinary resolution 3.2:                                                  215 326 797                                    409 416                                        215 736 213                                                               9 737
 Re-election of Roger Davey as a non-executive director                    99.81%                                         0.19%                                          71.29%                                                                    0.00%
 Ordinary resolution 3.3:                                                  215 649 083                                    87 130                                         215 736 213                                                               9 737

 Re-election of Hao Chen as a non-executive director

                                                                           99.96%                                         0.04%                                          71.29%                                                                    0.00%
 Ordinary resolution 4:                                                    145 780 902                                    69 955 311                                     215 736 213                                                               9 737
 Placement of authorised but unissued shares under the directors' control  67.57%                                         32.43%                                         71.29%                                                                    0.00%
 Ordinary resolution 5:                                                    145 691 916                                    70 040 425                                     215 732 341                                                               13 609
 Dis-application of pre-emptive rights                                     67.53%                                         32.47%                                         71.29%                                                                    0.00%
 Ordinary resolution 6:                                                    173 376 624                                    42 356 589                                     215 733 213                                                               12 737
 General authority to issue shares for cash                                80.37%                                         19.63%                                         71.29%                                                                    0.00%
 Ordinary resolution 7.1:                                                  213 127 871                                    2 608 342                                      215 736 213                                                               9 737
 Approval of the Group remuneration policy                                 98.79%                                         1.21%                                          71.29%                                                                    0.00%
 Ordinary resolution 7.2:                                                  213 214 129                                    2 522 084                                      215 736 213                                                               9 737
 Approval of the Remuneration Implementation Report                        98.83%                                         1.17%                                          71.29%                                                                    0.00%
 Special resolution 1:                                                     215 734 247                                    10 903                                         215 745 150                                                               800
 General authority to repurchase shares                                    99.99%                                         0.01%                                          71.30%                                                                    0.00%
 Ordinary resolution 8:                                                    215 735 513                                    1 500                                          215 737 013                                                               8 937
 Final dividend                                                            100%                                           0.00%                                          71.30%                                                                    0.00%
 Ordinary resolution 9:                                                    215 735 341                                    -                                              215 735 341                                                               10 609
 Directors' authority to implement resolutions                             100%                                           0.00%                                          71.29%                                                                    0.00%

 

 Dividend currency conversion rates and timetable

The final dividend of US 1.5 cents per share having been approved by
shareholders, Tharisa advises as follows:

Shareholders on the principal Cyprus register will be paid in USD,
shareholders whose shares are held through Central Securities Depositary
Participants (CSDPs) and brokers and are traded on the JSE will be paid in ZAR
and holders of Depositary Interests traded on the LSE will be paid in GBP. The
dividend will be paid from income reserves and may therefore be subject to
dividend withholding tax depending on the tax residency of the shareholder.

The currency equivalents of the dividend, based on the weighted average of the
South African Reserve Bank's daily rate at approximately 10:30 (UTC +2) on 1
December 2025, being the currency conversion date, are as follows:

                       Exchange rate     Dividend per share in payment currency
 South Africa - JSE    ZAR 17.07920/US$  25.61880 South African cents per share
 United Kingdom - LSE  GBP 0.75654/US$   1.13481 pence per share

 

The timetable for payment of the dividend is as follows:

 Declaration and currency conversion date              Thursday, 1 December 2025
 Currency conversion rates announced                   Thursday, 19 February 2026
 Last day to trade cum-dividend rights on the JSE      Tuesday, 24 February 2026
 Last day to trade cum-dividend rights on the LSE      Wednesday, 25 February 2026
 Shares will trade ex-dividend rights on the JSE from  Wednesday, 25 February 2026
 Shares will trade ex-dividend rights on the LSE from  Thursday, 26 February 2026
 Record date for payment on both JSE and LSE           Friday, 27 February 2026
 Dividend payment date                                 Wednesday, 11 March 2026

 

No dematerialisation or rematerialisation of shares within Strate will be
permitted between Wednesday, 25 February 2026 and Friday, 27 February 2026,
both days inclusive.

No transfers between registers will be permitted between Thursday, 19 February
2026 and Friday,

27 February 2026, both days inclusive.

Tax implications of the dividend

Shareholders and Depositary Interest holders should note that information
provided should not be regarded as tax advice.

Shareholders are advised that the dividend declared will be paid out of income
reserves and may therefore be subject to dividend withholding tax depending on
the tax residency of the shareholder. Funds will be paid from Cyprus.

South African tax residents

South African shareholders are advised that the dividend constitutes a foreign
dividend. For individual South African tax resident shareholders, dividend
withholding tax of 20% will be applied to the gross dividend of 25.61880 South
African cents per share. Therefore, the net dividend of 20.49504 South African
cents per share will be paid after 5.12376 South African cents in terms of
dividend withholding tax has been applied. Shareholders who are South African
tax resident companies are exempt from dividend tax and will receive the
dividend of 25.61880 South African cents per share. This does not constitute
legal or tax advice and is based on taxation law and practice in South Africa.
Shareholders should consult their brokers, financial and/or tax advisors with
regard to how they will be impacted by the payment of the dividend.

 

UK tax residents

UK tax residents are advised that the dividend constitutes a foreign dividend
and that they should consult their brokers, financial and/or tax advisors with
regard to how they will be impacted by the payment of the dividend.

Cyprus tax residents

Individual Cyprus tax residents are advised that the dividend constitutes a
local dividend and that they should consult their brokers, financial and/or
tax advisors with regard to how they will be impacted by the payment of the
dividend.

Additional information required by the JSE Listings Requirements

Tharisa has a total of 302 596 743 ordinary shares in issue on 19 February
2026, of which 296 259 295 carry voting rights and are eligible to receive
dividends.

Paphos, Cyprus

19 February 2026

 

JSE Sponsor

Investec Bank Limited

Connect with us on LinkedIn
(https://eur03.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.linkedin.com%2Fcompany%2F8630834%2Fadmin%2Ffeed%2Fposts%2F&data=05%7C02%7Csdewitt%40tharisa.com%7Cb4359cc34f9f411b94d008dc8950d0f3%7C9b0829b9be394336a766f8c9dc2c71a4%7C0%7C0%7C638536227402219626%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C0%7C%7C%7C&sdata=FaLKMxZnAr%2BTbs9l3R01HVBM4CLQ0nk28BRyfjz79%2Bs%3D&reserved=0)
to get further news and updates about our business.

 

 

 Investor Relations Contacts:

Ilja Graulich (Head of Investor Relations and Communications)

+27 11 996 3500

+27 83 604 0820

igraulich@tharisa.com (mailto:igraulich@tharisa.com)

 

Broker Contacts:

Peel Hunt LLP (UK Joint Broker)

Ross Allister / Georgia Langoulant

+44 207 418 8900

 

BMO Capital Markets Limited (UK Joint Broker)

Thomas Rider / Nick Macann

+44 207 236 1010

 

Berenberg (UK Joint Broker)

Matthew Armitt / Jennifer Lee / Detlir Elezi

+44 203 207 7800

 

About Tharisa - delivering on expansion and growth opportunities,
commercialising technology solutions

Tharisa is an integrated resource group playing a pivotal role in the global
energy transition and the decarbonisation of economies. Leveraging innovation
and technology, Tharisa covers the entire value chain - exploration, mining,
processing, beneficiation, marketing, sales, and logistics - for PGMs and
chrome concentrates. The low cost, multigenerational Tharisa Mine is located
on the southwestern limb of the Bushveld Complex, South Africa, the largest
source of PGMs and chrome globally. Development of the Karo Platinum Project,
a tier-one PGM project on Zimbabwe's Great Dyke, further reinforces Tharisa's
growth strategy. Investments in downstream beneficiation, including proven
chrome and PGM alloy production, will add significant value when
commercialised. Tharisa is committed to reducing carbon emissions by 30% by
2030 and the sustainability roadmap targets net carbon neutrality by 2050.
Through Redox One, Tharisa is advancing proprietary iron-chromium redox flow
battery technology, utilising the very commodities it mines to support
long-duration energy storage - a key component in the transition to renewable
energy.

Tharisa plc is listed on the Johannesburg Stock Exchange (JSE: THA) and the
London Stock Exchange (LSE: THS, Equity Shares (Transition) Category).

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  RAGGPUQWPUPQGPR



            Copyright 2019 Regulatory News Service, all rights reserved