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Results of annual general meeting and salient dividend dates

Published: 2022-11-25 10:00:45 ET
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                                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


                        (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, 24 November 2022, all the ordinary and special resolutions,
as set out in the notice of AGM dated 26 October 2022, with the exception of resolution 13,
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
2,222,862,046.

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 auditors’ report for the year ended 30 June 2022

Shares Voted            Abstained               For                     Against
1,581,735,533           2,437,875               1,581,731,692           3,841
71.16%                  0.11%                   100%                    0.00%

Ordinary resolution number 2: To approve the final dividend of 18.00000 ZA cents per
share

Shares Voted            Abstained               For                     Against
1,583,530,033           1,293,375               1,583,526,192           3,841
71.24%                  0.06%                   100%                    0.00%

Ordinary resolution number 3: To re-elect CDS Needham as an independent non-executive
director of the Company

Shares Voted            Abstained               For                     Against
1,581,734,835           2,438,573               1,567,225,850           14,508,985
71.16%                  0.11%                   99.08%                  0.92%

Ordinary resolution number 4: To re-elect Y Themba as an independent non-executive
director of the Company

Shares Voted            Abstained               For                     Against
1,581,753,835           2,419,573               1,579,646,850           2,106,985
71.16%                  0.11%                   99.87%                  0.13%
Ordinary resolution number 5: To re-elect KC Spencer as an independent non-executive
director of the Company

Shares Voted           Abstained              For                    Against
1,581,733,571          2,439,837              1,527,767,800          53,965,771
71.16%                 0.11%                  96.59%                 3.41%

Ordinary resolution number 6: To re-elect D Earp as a member of the audit and risk
committee

Shares Voted           Abstained              For                    Against
1,581,734,845          2,438,563              1,578,656,496          3,078,349
71.16%                 0.11%                  99.81%                 0.19%

Ordinary resolution number 7: To elect CDS Needham as a member of the audit and risk
committee

Shares Voted           Abstained              For                    Against
1,581,752,324          2,421,084              1,567,799,024          13,953,300
71.16%                 0.11%                  99.12%                 0.88%

Ordinary Resolution 8: To re-elect TF Mosololi as a member of the audit and risk
committee

Shares Voted           Abstained              For                    Against
1,581,771,324          2,402,084              1,564,094,350          17,676,974
71.16%                 0.11%                  98.88%                 1.12%

Ordinary Resolution 9: To endorse the Company’s remuneration policy

Shares Voted           Abstained              For                    Against
1,540,665,005          43,508,403             1,102,042,848          438,622,157
69.31%                 1.96%                  71.53%                 28.47%

Ordinary resolution number 10: To endorse the Company’s remuneration implementation
report (Notes 1 and 2)

Shares Voted           Abstained              For                    Against
1,582,743,776          1,429,632              1,155,509,206          427,234,570
71.20%                 0.06%                  73.01%                 26.99%

Ordinary resolution number 11: To reappoint PricewaterhouseCoopers LLP as auditors of
the Company and to authorise the directors to determine their remuneration

Shares Voted           Abstained              For                    Against
1,581,887,067          2,286,341              1,581,729,941          157,126
71.16%                 0.10%                  99.99%                 0.01%
Ordinary resolution number 12: To authorise the directors to allot equity securities (Note 1)

Shares Voted             Abstained                For                     Against
1,582,756,792            1,416,616                982,340,931             600,415,861
71.20%                   0.06%                    62.07%                  37.93%

Ordinary resolution number 13: To approve the disapplication of pre-emption rights and
general authority to issue shares for cash

Shares Voted             Abstained                For                     Against
1,582,632,195            1,541,213                649,186,803             933,445,392
71.20%                   0.07%                    41.02%                  58.98%

Special resolution number 14: To approve market purchases of ordinary shares

Shares Voted             Abstained                For                     Against
1,583,363,562            1,459,846                1,470,257,743           113,105,819
71.23%                   0.07%                    92.86%                  7.14%

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 resolution numbers 9, 10 and 12
   (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 9
   and/or ordinary resolution 10 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
9 December 2022. 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 DIVIDEND DATES

Shareholders are referred to the Group’s provisional summarised audited results that were
released on 14 September 2022, wherein an exchange rate of South African Rand (ZAR) to the
British Pound (GBP) of GBP/ZAR:19.90 and an exchange rate of ZAR to the US Dollar (USD)
of USD/ZAR:17.30 was used for illustrative purposes to convert the proposed ZAR dividend
of 18.00000 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:20.71 which translates to a final GBP dividend of 0.86915 pence per share
and the exchange rate for conversion of the final ZAR dividend into USD for illustrative
purposes is USD/ZAR:17.01, which translates to an illustrative final USD dividend of US
1.05820 cents per share.

The following salient dates apply:

Currency conversion date                                Thursday, 24 November 2022
Currency conversion announcement released by
11.00 (SA time)                                            Friday 25 November 2022
Last date to trade on the JSE                            Tuesday, 29 November 2022
Last date to trade on the LSE                         Wednesday 30 November 2022

Ex-dividend date on the JSE                          Wednesday, 30 November 2022

Ex-dividend date on the LSE                              Thursday, 1 December 2022
Record date on the JSE and LSE                              Friday, 2 December 2022
Payment date                                             Tuesday, 13 December 2022

Notes

•   No transfers between the Johannesburg and London registers between the commencement
    of trading on Wednesday, 30 November 2022 and close of business on Friday, 2 December
    2022, will be permitted.
•   No shares may be dematerialised or rematerialised between Wednesday, 30 November 2022
    and Friday, 2 December 2022, both days inclusive.
•   The final dividend per share was calculated on 2,222,862,046 total shares in issue equating
    to 18.00000 ZA cents per share or 0.86915 pence or 1.05820 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 14.40000 ZA cents per share
    0.69532 pence per share and US 0.84656 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 register, 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.

Johannesburg
25 November 2022
Corporate Information

Corporate Office                                 Registered Office

The Firs Office Building                         Second Floor

2nd Floor, Office 204                            107 Cheapside

Cnr. Cradock and Biermann Avenues                London

Rosebank, Johannesburg                           EC2V 6DN

South Africa                                     United Kingdom

Office: + 27 (0)11 243 2900                      Office: + 44 (0)20 7796 8644

E-mail: info@paf.co.za

Chief Executive Officer                          Financial Director

Cobus Loots                                      Deon Louw

Office: + 27 (0)11 243 2900                      Office: + 27 (0)11 243 2900

Company Secretary                                Nominated Adviser and Joint Broker

Phil Dexter/Jane Kirton                          Ross Allister/David McKeown

St James's Corporate Services Limited            Peel Hunt LLP

Office: + 44 (0)20 7796 8644                     Office: +44 (0)20 7418 8900

JSE Sponsor                                      Joint Broker

Ciska Kloppers                                   Thomas Rider/Nick Macann

Questco Corporate Advisory Proprietary Limited   BMO Capital Markets Limited

Office: + 27 (0)11 011 9200                      Office: +44 (0)20 7236 1010

Head of Investor Relations                       Joint Broker
Hethen Hira                                      Mathew Armitt/Jennifer Lee
Office: + 27 (0)11 243 2900                      Joh. Berenberg, Gossler & Co KG
E-mail: hhira@paf.co.za
                                                 Office: +44 (0)20 3207 7800

Website: www.panafricanresources.com