Tharisa plc (JSE:THA) News - Statement by the Executive Chairman, results of the AGM and dividend conversion rates and timetable

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')



Statement by the Executive Chairman, results of the Annual General Meeting and dividend
conversion rates and timetable

Dear Stakeholder

I welcome you to this, our eighth AGM as a listed entity on the Johannesburg Stock Exchange and our
sixth as a listed entity on the London Stock Exchange.

Safety is a core value in our business to which we are truly committed. Our drive to continually
improve safety on a daily basis is ingrained in our ethos, and it is with considerable pride that I reflect
at this AGM on six consecutive years of fatality free mining.

The past financial year was a watershed year for us, in many respects. We moved outside of our
Tharisa Mine and South African country borders by commencing production at Salene Chrome
Zimbabwe, while completing an implementation study on our world class Karo Platinum project, in
which Tharisa owns 26.8%. In South Africa, we have grown both PGM and chrome production at the
Tharisa Mine, and this trajectory has continued into Q1 FY2022, as evidenced by our quarterly report
released in early January 2022. The Vulcan Plant, Tharisa’s fine chrome beneficiation plant, is well into
commissioning and the live tailings from both the Voyager and Genesis Plants are being fed into this
new plant, designed in-house and 90% procured locally in South Africa.

From a financial perspective, 2021 was also a major success. We increased our dividend by almost
160%, our earnings per share increased by 131% and our EBITDA almost doubled.

On 15 February 2022 Tharisa concluded a landmark BEE transaction, that saw Tharisa acquire 26% of
Tharisa Minerals and our BEE partners becoming shareholders at the listed company level.
The simplification of the corporate structure ensures that our BEE shareholders participate in regular
dividend flows consistent with the Company’s shareholders, with a stated dividend policy of
distributing at least 15% of consolidated net profit after tax, while also benefiting from the Company’s
growth strategy, broadening their exposure to the growth profile beyond the Tharisa Mine. This
transaction simplifies our corporate structure and is also value accretive to the Company as it
eliminates non-controlling interests and consolidates cash generation from the Tharisa Mine.
We have seen an intense focus on the impacts of climate change and are acutely aware of our
accountability in reducing our carbon footprint. We remain consciously aware of the mining industry
being a critical contributor to the global economy, as well as to the delivery of critical metals for the
global energy transition. It is therefore essential for us to minimise the environmental impact of our
activities. As such, we have committed to reducing our carbon emissions by 30% by 2030, with a clear
roadmap to being net carbon neutral by 2050. We have commenced this roadmap with the signing
this past month of a comprehensive MOU with world leaders in renewable energy to construct 40 MW
of renewable solar power at the Tharisa Mine.

I am proud of Tharisa and our people who have pursued such significant and sustainable growth during
what have been extraordinary times.

As a company playing a critical role in the energy transition through the metals we mine, Tharisa must
embrace the future through the application of innovation and technology to support global
environmental protection. Our commitment to improving the lives of those we employ and the
communities within which we operate, combined with the returns we deliver for all our stakeholders,
can only be achieved with sustainability at the core of Tharisa’s strategy.

Underpinning the pillars of our growth strategy is our commitment to enriching the lives of all our
stakeholders, and so I am excited about the prospects and successful development of the Tharisa
growth strategy.

My sincere gratitude goes out to the Tharisa team, the lifeblood of our organisation. The alignment of
purpose, and the delivery on commitments in a safe and sustainable manner has allowed us to
continue to make a positive impact. These are exciting times and the global objective to decarbonise
the planet through new processes and technologies allows Tharisa to play an even greater role in
creating the resources company of the future.

On behalf of the Board we look forward to working with you, our shareholders and stakeholders, on
this evolutionary journey of Tharisa.

Loucas Pouroulis, Executive Chairman


Results of the Annual General Meeting

Shareholders are advised that all the resolutions tabled at the Annual General Meeting of shareholders
held on Wednesday, 23 February 2022 (in terms of the notice dispatched on Friday, 17 December
2021), 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 23 February 2022: 285 695 187
Total number of shares entitled to vote at the Annual General Meeting: 271 646 248

                                                               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:        223 392 402             48        223 392 450              2 752
Adoption of Annual
                                     100%          0.00%             82.24%              0.00%
Financial Statements
Ordinary resolution 2:        223 392 477             53        223 392 530              2 672
Appointment of Ernst &
                                     100%          0.00%             82.24%              0.00%
Young as external auditors
Ordinary resolution 3.1:      215 660 247      7 732 558        223 392 805              2 397
Re-election of David Salter
                                   96.54%          3.46%             82.24%              0.00%
as a non-executive director
Ordinary resolution 3.2:      223 392 752             53        223 392 805              2 397
Re-election of Antonis
Djakouris as a non-                  100%          0.00%             82.24%              0.00%
executive director
Ordinary resolution 3.3:      223 392 257             48        223 392 305              2 897
Election of Shelley Wai Man
Lo as a non-executive                100%          0.00%             82.24%              0.00%
director
Ordinary resolution 4:        152 365 211     71 027 594        223 392 805              2 397
Placement of authorised
but unissued shares under          68.21%         31.79%             82.24%              0.00%
the directors’ control
Ordinary resolution 5:        153 347 416     70 043 329        223 390 745              4 457
Dis-application of pre-
                                   68.65%         31.35%             82.24%              0.00%
emptive rights
Ordinary resolution 6:        191 591 720     31 800 585        223 392 305              2 897
General authority to issue
                                   85.76%         14.24%             82.24%              0.00%
shares for cash
Ordinary resolution 7.1:      220 386 468      3 005 834        223 392 302              2 897
Approval of the Group
                                   98.65%          1.35%             82.24%              0.00%
remuneration policy
Ordinary resolution 7.2:      211 753 167     11 639 135        223 392 302              2 897
Approval of the
Remuneration                       94.79%          5.21%             82.24%              0.00%
Implementation Report
Special resolution 1:         193 089 523     30 239 324        223 328 847             66 355
General authority to
                                   86.46%         13.54%             82.21%              0.02%
repurchase shares
Ordinary resolution 8:        223 393 932             48        223 393 980              1 222
Dividend                             100%          0.00%             82.24%              0.00%

Ordinary resolution 9:        223 392 757             48        223 392 805              2 397
Directors’ authority to
                                     100%          0.00%             82.24%              0.00%
implement resolutions


Dividend currency conversion rates and timetable

The final dividend of US 5.0 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 30 November 2021, being the currency
conversion date, are as follows:

                            Exchange rate           Dividend per share in payment currency

 South Africa - JSE         ZAR 16.1259/US$         80.62950 South African cents per share

 United Kingdom - LSE       GBP 0.74963/US$         3.74813 pence per share




The timetable for payment of the dividend is as follows:

 Declaration and currency conversion date                                 Friday, 30 November 2021

 Currency conversion rates announced                                    Thursday, 24 February 2022

 Last day to trade cum-dividend rights on the JSE                            Tuesday, 1 March 2022

 Last day to trade cum-dividend rights on the LSE                          Wednesday, 2 March 2022

 Shares will trade ex-dividend rights on the JSE from                      Wednesday, 2 March 2022
 Shares will trade ex-dividend rights on the LSE from                       Thursday, 3 March 2022

 Record date for payment on both JSE and LSE                                  Friday, 4 March 2022

 Dividend payment date                                                    Wednesday, 16 March 2022



No dematerialisation or rematerialisation of shares within Strate will be permitted between
Wednesday, 2 March 2022 and Friday, 4 March 2022, both days inclusive. No transfers between
registers will be permitted between Thursday, 24 March 2022 and Friday, 4 March 2022, 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 80.62950 South African cents per share. Therefore, the net dividend of 64.50360 South
African cents per share will be paid after 16.12590 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 80.62950 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 285 695 187 ordinary shares in issue on 23 February 2022, of which 271 646 248
carry voting rights and are eligible to receive dividends.

Paphos, Cyprus
24 February 2022



JSE Sponsor
Investec Bank Limited
Connect with us on LinkedIn and Twitter 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

Financial PR contacts:
Bobby Morse / Ariadna Peretz / James Husband
+44 207 466 5000
tharisa@buchanan.uk.com

Broker contacts:
Peel Hunt LLP (UK Joint Broker)
Ross Allister / David McKeown / Alexander Allen
+44 207 7418 8900

BMO Capital Markets Limited (UK Joint Broker)
Thomas Rider / Pascal Lussier Duquette / Nick Macann
+44 207 236 1010

Berenberg (UK Joint Broker)
Matthew Armitt / Jennifer Wyllie / Varun Talwar / Detlir Elezi
+44 203 207 7800

Nedbank Limited (acting through its Corporate and Investment Banking division) (RSA Broker)
Carlyle Whittaker
+27 11 295 6575

About Tharisa plc
Tharisa plc is an integrated resource group critical to the energy transition and decarbonisation of
economies. It incorporates mining, processing, exploration, and the beneficiation, marketing, sales,
and logistics of PGMs and chrome concentrates, using innovation and technology as enablers. Its
principal asset is the Tharisa Mine located in the south-western limb of the Bushveld Complex, South
Africa. The mechanised mine has a 20-year open-pit life and the ability to extend operations
underground by at least an additional 40 years. Tharisa plc also owns Salene Chrome, a development
stage, low-cost, open-pit asset, located adjacent to the Great Dyke in Zimbabwe. The Company is
committed to reduce 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).

Date: 24-02-2022 07:05:00
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