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Pan African Resources Plc   -  PAF   

Result of AGM & Salient Dividend Dates

Released 07:00 29-Nov-2019

Result of AGM & Salient Dividend Dates

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
ISIN: GB0004300496
(“Pan African” or the “Company” or the “Group”)

RESULTS OF ANNUAL GENERAL MEETING AND SALIENT DIVIDEND DATES

RESULTS OF ANNUAL GENERAL MEETING

Pan African shareholders (“Shareholders”) are advised that at the annual general meeting (“AGM”) of Shareholders held on Thursday, 28 November 2019, all the ordinary and special resolutions, save for ordinary resolution number 13, as set out in the notice of AGM dated 18 September 2019, 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 2019

Shares Voted
1,610,303,019
72.06%
Abstained
2,448,832
0.11%
For
1,532,003,019
95.14%
 
Against
78,300,000
4.86%

Ordinary resolution number 2: To approve the final dividend of 2.23745 ZAR cents per share

Shares Voted
1,612,121,832
72.14%
Abstained
630,019
0.03%
For
1,612,071,832
100.00%
Against
50,000
0.00%

Ordinary resolution number 3: To re-elect Mrs HH Hickey as a director of the Company

Shares Voted
1,610,173,716
72.05%
Abstained
2,578,135
0.11%
For
1,595,092,766
99.06%
Against
15,080,950
0.94%

Ordinary resolution number 4: To re-elect Mr TF Mosololi as a director of the Company committee

Shares Voted
1,610,172,341
72.05%
Abstained
2,579,510
0.11%
For
1,570,650,858
97.55%
Against
39,521,483
2.45%

Ordinary resolution number 5: To re-elect Mr CDS Needham as a director of the Company

Shares Voted
1,606,173,716
71.87%
Abstained
6,578,135
0.29%
For
1,606,136,145
100.00%
Against
37,571
0.00%

Ordinary resolution number 6: To re-elect Ms YN Themba as a director of the Company

Shares Voted
1,606,172,341
71.87%
Abstained
6,579,510
0.29%
For
1,603,695,305
99.85%
Against
2,477,036
0.15%

Ordinary resolution number 7: To re-elect Mrs HH Hickey as a member of the audit committee

Shares Voted
1,610,174,320
72.05%
Abstained
2,577,075
0.11%
For
1,595,357,141
99.08%
Against
14,817,179
0.92%

Ordinary resolution number 8: To re-elect Mr CDS Needham as a member of the audit committee

Shares Voted
1,606,174,776
71.87%
Abstained
6,577,075
0.29%
For
1,583,199,117
98.57%
Against
22,975,659
1.43%

Ordinary resolution number 9: To re-elect Mr TF Mosololi as a member of the audit committee

Shares Voted
1,610,174,776
72.05%
Abstained
2,577,075
0.11%
For
1,595,176,315
99.07%
Against
14,998,461
0.93%

Ordinary resolution number 10: To endorse the Company’s Remuneration Policy

Shares Voted
1,610,217,936
72.06%
Abstained
2,533,459
0.11%
For
1,533,119,123
95.21%
Against
77,098,813
4.79%

Ordinary resolution number 11: To endorse the Company’s Remuneration Implementation Report (Notes 1 and 2)

Shares Voted
1,610,252064
72.06%
Abstained
2,499,787
0.11%
For
927,948,817
57.63%
Against
682,303,247
42.37%

Ordinary resolution number 12: To appoint PricewaterhouseCoopers LLP as auditor of the Company and to authorise the directors to determine their remuneration

Shares Voted
1,610,117,427
72.05%
Abstained
2,634,424
0.12%
For
1,609,903,713
99.99%
 
Against
213,714
0.01%

Ordinary resolution number 13: To authorise the directors to allot equity securities (Note 1)

Shares Voted
1,610,237,488
72.06%
Abstained
2,514,363
0.11%
For
693,984,323
43.10%
Against
916,253,165
56.90%

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

Shares Voted
1,610,322,930
72.06%
Abstained
2,428,921
0.11%
For
1,603,163,650
99.56%
Against
7,159,280
0.44%

Notes

  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 11 and 13 (“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(k) of the JSE Limited Listings Requirements, Pan African invites those Dissenting Shareholders who voted against ordinary resolution number 11 to engage with the Company regarding their views on the Company’s remuneration implementation report.

Dissenting Shareholders may forward their concerns / questions pertaining to the Resolutions to the Company Secretary via email at phil.dexter@corpserv.co.uk by close of business on  13 December 2019. The Company will then respond in writing to these Shareholders, and if required, engage further with the Shareholders in this regard.

SALIENT DIVIDEND DATES

Shareholders are referred to the Group’s results that were released on 18 September 2019, wherein an exchange rate of South African Rand (“ZAR”) to the British Pound (“GBP”) of ZAR/GBP: R18:25  and  an exchange rate of ZAR to the US Dollar (“USD”) of ZAR/USD: 14.75 were used for illustrative purposes to convert the proposed ZAR dividend of 2.23745 ZAR 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 dividend into GBP is a fixed exchange rate of ZAR/GBP:19.0825 which translates to a final GBP dividend of 0.11725 pence per share and the exchange rate for conversion of the final dividend into USD is a fixed exchange rate of  ZAR/USD: 14.74 which translates to a final USD dividend of 0.15179 US cents per share.

The dividend will be distributed from South African income reserves.

The following salient dates apply:

Currency conversion date Thursday, 28 November 2019
Currency conversion announcement released by 11.00 (SA time) Friday 29 November 2019
Last date to trade on the JSE Tuesday, 10 December 2019
Last date to trade on the LSE Wednesday 11 December 2019
Ex-dividend date on the JSE Wednesday, 11 December 2019
Ex-dividend date on the LSE Thursday, 12 December 2019
Record date on the JSE and LSE Friday, 13 December 2019
Payment date Monday 30 December 2019

Notes

Johannesburg

29 November 2019

Contact information
Corporate Office
The Firs Office Building
2nd Floor, Office 204
Cnr. Cradock and Biermann Avenues
Rosebank, Johannesburg
South Africa
Office: + 27 (0) 11 243 2900
info@paf.co.za
Registered Office
Suite 31
Second Floor
107 Cheapside
London
EC2V 6DN
United Kingdom
Office: + 44 (0) 20 7796 8644
Cobus Loots
Pan African Resources PLC
Chief Executive Officer 
Office: + 27 (0) 11 243 2900
Deon Louw
Pan African Resources PLC
Financial Director
Office: + 27 (0) 11 243 2900
Phil Dexter/Jane Kirton
St James's Corporate Services Limited
Company Secretary
Office: + 44 (0) 20 7796 8644
John Prior/Will Wickham
Numis Securities Limited
Nominated Adviser and Joint Broker
Office: +44 (0) 20 7260 1000
Ciska Kloppers
Questco Corporate Advisory Proprietary Limited
JSE Sponsor
Office: + 27 (0) 11 011 9200
Ross Allister/David McKeown
Peel Hunt LLP
Joint Broker
Office: +44 (0) 20 7418 8900
Julian Gwillim
Aprio Strategic Communications
Public & Investor Relations SA
Office: +27 (0) 11 880 0037
Thomas Rider/Neil Elliot
BMO Capital Markets Limited
Joint Broker
Office: +44 (0) 20 7236 1010
Bobby Morse/Chris Judd
Buchanan
Public and Investor Relations UK
Office: +44 (0) 20 7466 5000
paf@buchanan.uk.com
Website: www.panafricanresources.com

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