Results of Annual General Meeting and Salient Dividend Dates
Summary by AI BETAClose X
Pan African Resources PLC Pan African Resources Funding Company
(Incorporated and registered in England and Wales Limited
under Companies Act 1985 with registered Incorporated in the Republic of South Africa
number 3937466 on 25 February 2000) with limited liability
Share code on LSE: PAF Registration number: 2012/021237/06
Share code on JSE: PAN Alpha code: PARI
ISIN: GB0004300496
ADR code: PAFRY
(“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, 20 November 2025, all the ordinary and special resolutions other than resolution 17, as set out in the notice of AGM dated 28 October 2025, 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 2,333,671,529.
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:
Resolution 1: To receive the accounts and the report of the directors of the Company and the auditors’ report thereon
| Shares Voted 1,560,996,550 66.89% | Abstained 0.08% | For 99.99% | Against 0.01% |
Resolution 2: To approve the payment of a final dividend for the year ended 30 June 2025
| Shares Voted 1,562,565,985 66.96% | Abstained 0.01% | For 99.99% | Against 0.01% |
Resolution 3: To re-elect K Spencer as a non-executive director of the Company (Note 1)
| Shares Voted 1,501,288,856 64.33% | Abstained 2.64% | For 72.52% | Against 27.48% |
Resolution 4: To re-elect JAJ Loots as an executive director of the Company
| Shares Voted 1,562,320,090 66.95% | Abstained 0.02% | For 99.75% | Against 0.25% |
Resolution 5: To re-elect M Kok as an executive director of the Company
| Shares Voted 1,562,388,399 66.95% | Abstained 0.02% | For 98.88% | Against 1.12% |
Resolution 6: To re-elect D Earp as a non-executive director of the Company
| Shares Voted 1,562,416,799 66.95% | Abstained 0.02% | For 98.92% | Against 1.08% |
Resolution 7: To re-elect TF Mosololi as a non-executive director of the Company (Note 1)
| Shares Voted 1,562,388,224 66.95% | Abstained 0.02% | For 75.55% | Against 24.45% |
Resolution 8: To re-elect CDS Neeham as a non-executive director of the Company
| Shares Voted 1,562,416,673 66.95% | Abstained 0.02% | For 94.87% | Against 5.13% |
Resolution 9: To re-elect Y Themba as a non-executive director of the Company (Note 1)
| Shares Voted 1,562,399,762 66.95% | Abstained 0.02% | For 78.52% | Against 21.48% |
Resolution 10: To re-elect D Earp as a member of the audit and risk committee
| Shares Voted 1,562,417,444 66.95% | Abstained 0.02% | For 98.97% | Against 1.03% |
Resolution 11: To re-elect TF Mosololi as a member of the audit and risk committee (Note 1)
| Shares Voted 1,562,416,869 66.95% | Abstained 0.02% | For 70.82% | Against 29.18% |
Resolution 12: To re-elect CDS Needham as a member of the audit and risk committee
| Shares Voted 1,562,417,269 66.95% | Abstained 0.02% | For 97.51% | Against 2.49% |
Resolution 13: To endorse the Company’s remuneration policy
| Shares Voted 1 562,251,873 66.94% | Abstained 0.02% | For 95.58% | Against 4.42% |
Resolution 14: To endorse the Company’s remuneration implementation report (Note 1)
| Shares Voted 1,559,266,319 66.82% | Abstained 0.15% | For 77.36% | Against 22.64% |
Resolution 15: To reappoint PwC as auditors of the Company and to authorise the directors to determine their remuneration
| Shares Voted 1,559,197,860 66.81% | Abstained 0.16% | For 99.99% | Against 0.01% |
Resolution 16: To authorise the directors to allot equity securities (Note 1)
| Shares Voted 1,562,363,722 66.95% | Abstained 0.02% | For 63.00% | Against 37.00% |
Resolution 17: To approve the disapplication of pre-emption rights and general authority to issue shares for cash (Note 1)
| Shares Voted 1,562,346,525 66.95% | Abstained 0.02% | For 61.89% | Against 38.11% |
Resolution 18: To approve market purchases of ordinary shares
| Shares Voted 1,562,380,443 66.95% | Abstained 0.02% | For 83.76% | Against 16.24% |
Resolution 19: To approve the appropriation of profits as at 31 July 2024 to the payment of the 2024 final dividend
| Shares Voted 1,562,563,071 66.96% | Abstained 0.01% | For 99.87% | Against 0.13% |
Resolution 20: To cancel the Company’s share premium account and to cancel and extinguish shares bought back by the Company in July 2025
| Shares Voted 1,562,449,539 66.95% | Abstained 0.02% | For 99.87% | Against 0.13% |
Resolution 21: To implement other aspects of the share capital reduction
| Shares Voted 1,562,321,361 66.95% | Abstained 0.02% | For 99.86% | Against 0.14% |
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.
- 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 resolutions number 3, 7, 9, 11, 14, 16 and 17 (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.
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 5 December 2025. The Company will then respond in writing to the Dissenting Shareholders, and if required, engage further with the Dissenting Shareholders in this regard.
- SALIENT DIVIDEND DATES
Shareholders are referred to the Group’s audited results that were released on 10 September 2025, wherein an exchange rate of South African Rand (ZAR) to the British Pound (GBP) of GBP/ZAR:24.33 and an exchange rate of ZAR to the US Dollar (USD) of USD/ZAR:17.75 was used for illustrative purposes to convert the proposed ZAR dividend of 37.00000 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:22.59000 which translates to a final GBP dividend of 1.63789 pence per Share and the exchange rate for conversion of the final ZAR dividend into USD for illustrative purposes is USD/ZAR: 17.24392, which translates to an illustrative final USD dividend of US 2.14568 cents per Share.
The following salient dates apply:
| Currency conversion date | Thursday, 20 November 2025 |
| Last date to trade on the JSE | Tuesday, 25 November 2025 |
| Last date to trade on the LSE | Wednesday, 26 November 2025 |
| Ex-dividend date on the JSE | Wednesday, 26 November 2025 |
| Ex-dividend date on the LSE | Thursday, 27 November 2025 |
| Record date on the JSE and LSE | Friday, 28 November 2025 |
| Payment date | Tuesday, 9 December 2025 |
Notes
- No transfers between the South African and UK registers, between the commencement of trading on Wednesday, 26 November 2025 and close of business on Friday, 28 November 2025 will be permitted.
- No Shares may be dematerialised or rematerialised between Wednesday, 26 November 2025 and Friday, 28 November 2025, both days inclusive.
- The final dividend per Share was calculated on 2,333,671,529 total Shares in issue equating to 37.00000 ZA cents per Share or 1.63789 pence or 2.14568 US cents per Share.
- The South African dividends tax rate is 20% per Share for shareholders who are liable to pay the dividends tax, resulting in a net dividend of 29.60000 ZA cents per Share, 1.31031 pence per Share and US 1.71654 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 registers, 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.
For further information on Pan African, please visit the Company’s website at
www.panafricanresources.com
Rosebank
20 November 2025
| Corporate information | |
| Corporate Office The Firs Building 2nd Floor, Office 204 Corner Cradock and Biermann Avenues Rosebank, Johannesburg South Africa Office: + 27 (0)11 243 2900 | Registered Office 107 Cheapside, 2nd Floor London, EC2V 6DN United Kingdom Office: + 44 (0)20 3869 0706 |
| Chief Executive Officer Cobus Loots Office: + 27 (0)11 243 2900 | Financial Director and debt officer Marileen Kok Office: + 27 (0)11 243 2900 |
| Head: Investor Relations Hethen Hira | Website: www.panafricanresources.com |
| Company Secretary Jane Kirton St James's Corporate Services Limited Office: + 44 (0)20 3869 0706 | Joint Broker Ross Allister/Georgia Langoulant Peel Hunt LLP Office: +44 (0)20 7418 8900 |
| JSE Sponsor & JSE Debt Sponsor Ciska Kloppers Questco Corporate Advisory Proprietary Limited Office: + 27 (0) 63 482 3802 | Joint Broker Thomas Rider/Nick Macann BMO Capital Markets Limited Office: +44 (0)20 7236 1010 |
|
| Joint Broker Matthew Armitt/Jennifer Lee Joh. Berenberg, Gossler & Co KG (Berenberg) Office: +44 (0)20 3207 7800 |
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