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' or the 'Company')



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, 22 February 2023 (in terms of the notice dispatched on Thursday, 22 December
2022), 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 22 February 2023: 302 596 743
Total number of shares entitled to vote at the Annual General Meeting: 299 901 330



                                                                       Total shares
  Resolution                            For             Against       voted in person      Abstained
                                                                        or by proxy
                                      Shares            Shares             Shares             Shares
                                    % of shares       % of shares       % of shares        % of shares
                                      voted             voted         entitled to vote   entitled to vote
  Ordinary resolution 1:           210 335 454              0           210 333 454          41 315
  Adoption of Annual
                                       100%              0.00%            70.13%             0.01%
  Financial Statements
  Ordinary resolution 2:           210 335 454              0           210 333 454          41 315
  Appointment of Ernst &
                                       100%              0.00%            70.13%             0.01%
  Young as external auditors
  Ordinary resolution 3.1:         209 803 928          528 897         210 332 825          43 944
  Re-election of Carol Bell as
                                      99.75%             0.25%            70.13%             0.01%
  a non-executive director
  Ordinary resolution 3.2:         210 330 765           2 060          210 332 825          43 944
  Re-election of Omar Kamal
  as a non-executive director          100%              0.00%            70.13%             0.01%
  Ordinary resolution 3.3:        210 333 325            500           210 333 825           42 944
  Re-election of Roger Davey
                                      100%             0.00%              70.13%             0.01%
  as a non-executive director
  Ordinary resolution 4:          135 891 801        74 454 653        210 346 454           30 315
  Placement of authorised
  but unissued shares under          64.60%            35.40%             70.13%             0.01%
  the directors’ control
  Ordinary resolution 5:          137 199 476        73 135 638        210 335 114           41 655
  Dis-application of pre-
                                     65.23%            34.77%             70.13%             0.01%
  emptive rights
  Ordinary resolution 6:          174 411 970        35 922 644        210 334 614           42 155
  General authority to issue
                                     82.92%            17.08%             70.13%             0.01%
  shares for cash
  Ordinary resolution 7.1:        203 426 951        6 908 503         210 335 454           41 315
  Approval of the Group
                                     96.72%            3.28%              70.13%             0.01%
  remuneration policy
  Ordinary resolution 7.2:        200 975 020        9 360 934         210 335 954           40 815
  Approval of the
  Remuneration                       95.55%            4.45%              70.13%             0.01%
  Implementation Report
  Special resolution 1:           205 078 694        5 258 560         210 337 254           39 515
  General authority to
                                     97.50%            2.50%              70.13%             0.01%
  repurchase shares
  Ordinary resolution 8:          208 943 986        1 404 268         210 348 254           28 515
  Dividend                           99.33%            0.67%              70.13%             0.01%
  Ordinary resolution 9:          210 334 329           2 925          210 337 254           39 515
  Directors’ authority to
                                      100%             0.00%              70.13%             0.01%
  implement resolutions


Dividend currency conversion rates and timetable

The final dividend of US 4.0 cents per share having been approved by shareholders, Tharisa advises as
follows:

Shareholders on the principal Cyprus register will be paid in US$, shareholders whose shares are held
through Central Securities Depositary Participants (CSDPs) and brokers and are traded on the JSE will
be paid in South African Rand (ZAR) and holders of Depositary Interests traded on the LSE will be paid
in Sterling (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 5 December 2022, being the currency conversion
date, are as follows:

                          Exchange rate             Dividend per share in payment currency

 South Africa - JSE       ZAR 17.2587/US$           69.03480 South African cents per share

 United Kingdom - LSE     GBP 0.81486/US$           3.25944 pence per share




The timetable for payment of the dividend is as follows:

 Declaration and currency conversion date                                 Monday, 5 December 2022
 Currency conversion rates announced                                     Thursday, 23 February 2023
 Last day to trade cum-dividend rights on the JSE                         Tuesday, 28 February 2023
 Last day to trade cum-dividend rights on the LSE                         Wednesday, 1 March 2023
 Shares will trade ex-dividend rights on the JSE from                     Wednesday, 1 March 2023
 Shares will trade ex-dividend rights on the LSE from                         Thursday, 2 March 2023
 Record date for payment on both JSE and LSE                                    Friday, 3 March 2023
 Dividend payment date                                                   Wednesday, 15 March 2023



No dematerialisation or rematerialisation of shares within Strate will be permitted between
Wednesday, 1 March 2023 and Friday, 3 March 2023, both days inclusive. No transfers between
registers will be permitted between Thursday, 23 February 2023 and Friday, 3 March 2023, 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.

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 69.03480 South African cents per share. Therefore, the net dividend of 55.22784 South
African cents per share will be paid after 13.80696 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 69.03480 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 Listing Requirements

Tharisa has a total of 302 596 743 ordinary shares in issue on 22 February 2023, of which 299 901 330
carry voting rights and are eligible to receive dividends.

Paphos, Cyprus
23 February 2023



JSE Sponsor
Investec Bank Limited
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Investor Relations Contacts:
Ilja Graulich (Head of Investor Relations and Communications)
+27 11 996 3500
+27 83 604 0820
igraulich@tharisa.com

Financial PR Contacts:
Bobby Morse / Oonagh Reidy
+44 207 466 5000
tharisa@buchanan.uk.com

Broker Contacts:
Peel Hunt LLP (UK Joint Broker)
Ross Allister / Georgia Langoulant
+44 207 7418 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

Nedbank Limited (acting through its Corporate and Investment Banking division) (RSA Broker)
Carlyle Whittaker
+27 11 294 0061

About Tharisa
Tharisa is an integrated resource group critical to the energy transition and decarbonisation of
economies. It incorporates exploration, mining, processing and the beneficiation, marketing, sales,
and logistics of PGMs and chrome concentrates, using innovation and technology as enablers. Its
principal operating asset is the Tharisa Mine, located in the south-western limb of the Bushveld
Complex, South Africa. The mechanised mine has an 18 year pit life and can extend operations
underground by at least 40 years. Tharisa also owns Karo Mining Holdings a development stage, low-
cost, open-pit PGM asset located on the Great Dyke in Zimbabwe. The Company is committed to
reducing its carbon emissions by 30% by 2030 and the development of a roadmap is continuing to be
net carbon neutral by 2050. Tharisa plc is listed on the Johannesburg Stock Exchange (JSE: THA) and
the Main Board of the London Stock Exchange (LSE: THS).