TIDMPAF
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
ADR ticker code: PAFRY
("Pan African" or the "Company" or the "Group")
RESULTS OF ANNUAL GENERAL MEETING AND SALIENT DIVID 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, 26 November 2020, all
the ordinary and special resolutions, save for ordinary resolution number 11,
as set out in the notice of AGM dated 28 October 2020, 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 2020
Shares Voted Abstained For Against
1,619,101,298 6,378,070 1,619,062,878 38,420
72.45% 0.29% 100% 0.00%
Ordinary resolution number 2: To approve the final dividend of 14.00000 ZA
cents per share
Shares Voted Abstained For Against
1,624,705,824 773,544 1,624,667,404 38,420
72.70% 0.03% 100% 0.00%
Ordinary resolution number 3: To re-elect Mr KC Spencer as a director of the
Company
Shares Voted Abstained For Against
1,624,649,959 829,409 1,452,399,526 172,250,433
72.70% 0.04% 89.40% 10.60%
Ordinary resolution number 4: To re-elect Mr JAJ Loots as a director of the
Company
Shares Voted Abstained For Against
1,624,649,959 829,409 1,623,626,095 1,023,864
72.70% 0.04% 99.94% 0.06%
Ordinary resolution number 5: To re-elect Mrs HH Hickey as a member of the
audit and risk committee
Shares Voted Abstained For Against
1,624,588,909 890,459 1,623,614,539 974,370
72.70% 0.04% 99.94% 0.06%
Ordinary resolution number 6: To re-elect Mr CDS Needham as a member of the
audit and risk committee
Shares Voted Abstained For Against
1,624,588,909 890,459 1,624,506,815 82,094
72.70% 0.04% 99.99% 0.01%
Ordinary resolution number 7: To re-elect Mr TF Mosololi as a member of the
audit and risk committee
Shares Voted Abstained For Against
1,624,574,885 904,483 1,612,415,881 12,159,004
72.70% 0.04% 99.25% 0.75%
Ordinary resolution number 8: To endorse the Company's Remuneration Policy
Shares Voted Abstained For Against
1,624,290,479 1,188,889 1,044,153,603 580,136,876
72.69% 0.05% 64.28% 35.72%
Ordinary resolution number 9: To endorse the Company's Remuneration
Implementation Report (Notes 1 and 2)
Shares Voted Abstained For Against
21,624,290,479 1,188,889 1,002,518,220 621,772,259
72.69% 0.05% 61.72% 38.28%
Ordinary resolution number 10: To reappoint PricewaterhouseCoopers LLP as
auditor of the Company and to authorise the directors to determine their
remuneration
Shares Voted Abstained For Against
1,624,634,786 844,582 1,624,534,440 100,346
72.70% 0.04% 99.99% 0.01%
Ordinary resolution number 11: To authorise the directors to allot equity
securities (Note1)
Shares Voted Abstained For Against
1,624,282,298 1,196,430 775,314,778 848,968,160
72.69% 0.05% 47.73% 52.27%
Special resolution number 12: To authorise the amendment to the Articles of
Association of Article 97
Shares Voted Abstained For Against
1,624,177,779 1,280,045 1,535,264,285 88,913,494
72.68% 0.06% 94.53% 5.47%
Special resolution number 13: To approve market purchases of ordinary shares
Shares Voted Abstained For Against
1,624,635,944 843,424 1,624,445,154 190,790
72.70% 0.04% 99.99% 0.01%
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 8 and 9 ("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 8 and/or ordinary resolution 9
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 DIVID DATES
Shareholders are referred to the Group's provisional summarised audited results
that were released on 16 September 2020, wherein an exchange rate of South
African Rand ("ZAR") to the British Pound ("GBP") of GBP/ZAR:21.39 and an
exchange rate of ZAR to the US Dollar ("USD") of US$/ZAR:16.75 were used for
illustrative purposes to convert the proposed ZAR dividend of 14.00000 ZA cents
per share into GBP and USD.
Shareholders are advised that, following the approval of the final dividend at
the AGM, the exchange rate for conversion of the final ZAR dividend into GBP
has been fixed at an exchange rate of GBP/ZAR:20.3320 which translates to a
final GBP dividend of 0.68857 pence per share and the exchange rate for
conversion of the final ZAR dividend into USD has been fixed at an exchange
rate of US$/ZAR:15.20 which translates to a final USD dividend of US 0.92105
cents per share.
The following salient dates apply:
Currency conversion date Thursday, 26 November 2020
Currency conversion announcement released Friday 27 November 2020
by 11.00 (SA time)
Last date to trade on the JSE Tuesday, 1 December 2020
Last date to trade on the LSE Wednesday 2 December 2020
Ex-dividend date on the JSE Wednesday, 2 December 2020
Ex-dividend date on the LSE Thursday, 3 December 2020
Record date on the JSE and LSE Friday, 4 December 2020
Payment date Tuesday, 15 December 2020
Notes
* No transfers between the Johannesburg and London registers between the
commencement of trading on Wednesday 2 December 2020 and close of business
on Friday, 4 December 2020 will be permitted.
* No shares may be dematerialised or rematerialised between Wednesday 2
December 2020 and Friday, 4 December 2020, both days inclusive.
* The final dividend per share was calculated on 2,234,687,537 total shares
in issue equating to 14.00000 ZA cents per share or 0.68857 pence or
0.92105 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 11.20000 ZA cents per share 0.55086 pence per share and US
0.73684 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 Asset Services 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. The proposed dividend will be paid out of the company's
retained earnings, without drawing on any other capital reserves.
Johannesburg
26 November 2020
Contact information
Contact information
Corporate Office Registered Office
The Firs Office Building Suite 31
2nd Floor, Office 204 Second Floor
Cnr. Cradock and Biermann Avenues 107 Cheapside
Rosebank, Johannesburg London
South Africa EC2V 6DN
Office: + 27 (0)11 243 2900 United Kingdom
info@paf.co.za Office: + 44 (0)20 7796 8644
Cobus Loots Deon Louw
Pan African Resources PLC Pan African Resources PLC
Chief Executive Officer Financial Director
Office: + 27 (0)11 243 Office: + 27 (0)11 243 2900
2900
Phil Dexter/Jane Kirton Ross Allister/David McKeown
St James's Corporate Services Limited Peel Hunt LLP
Company Secretary Nominated Adviser and Joint Broker
Office: + 44 (0)20 7796 8644 Office: +44 (0)20 7418 8900
Ciska Kloppers Thomas Rider/Neil Elliot
Questco Corporate Advisory Proprietary Limited BMO Capital Markets Limited
JSE Sponsor Joint Broker
Office: + 27 (0)11 011 9200 Office: +44 (0)20 7236 1010
Hethen Hira Huneiza Goolam
Pan African Resources PLC CMS RM Partners
Head: Investor Relations Transaction Legal Advisors
Tel: + 27 (0)11 243 2900 Office: + 27 (0)87 210 0711
E-mail: hhira@paf.co.za
Website: www.panafricanresources.com
END
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