Pan African Resources Plc - Results of Annual General Meeting and Salient Dividend Dates

Pan African Resources Plc - Results of Annual General Meeting and Salient Dividend Dates

PR Newswire

LONDON, United Kingdom, November 20

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

1. 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 1,827,234 0.08%

For 1,560,981,380 99.99%

Against 15,170 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 257,799 0.01%

For 1,562,551,096 99.99%

Against 14,889 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 61,534,928 2.64%

For 1,088,784,793 72.52%

Against 412,504,063 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 503,694 0.02%

For 1,558,345,397 99.75%

Against 3,974,693 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 435,385 0.02%

For 1,544,864,978 98.88%

Against 17,523,421 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 406,985 0.02%

For 1,545,468,626 98.92%

Against 16,948,173 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 435,560 0.02%

For 1,180,368,296 75.55%

Against 382,019,928 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 407,111 0.02%

For 1,482,273,676 94.87%

Against 80,142,997 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 424,022 0.02%

For 1,226,719,405 78.52%

Against 335,680,357 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 406,340 0.02%

For 1,546,308,424 98.97%

Against 16,109,020 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 406,915 0.02%

For 1,106,480,452 70.82%

Against 455,936,417 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 406,515 0.02%

For 1,523,559,274 97.51%

Against 38,857,995 2.49%

Resolution 13:To endorse the Company's remuneration policy

Shares Voted 1 562,251,873 66.94%

Abstained 571,911 0.02%

For 1,493,253,167 95.58%

Against 68,998,706 4.42%

Resolution 14: To endorse the Company's remuneration implementation report (Note 1)

Shares Voted 1,559,266,319 66.82%

Abstained 3,557,465 0.15%

For 1,206,270,230 77.36%

Against 352,996,089 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 3,625,924 0.16%

For 1,559,149,139 99.99%

Against 48,721 0.01%

Resolution 16: To authorise the directors to allot equity securities (Note 1)

Shares Voted 1,562,363,722 66.95%

Abstained 460,062 0.02%

For 984,255,986 63.00%

Against 578,107,736 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 477,259 0.02%

For 966,950,224 61.89%

Against 595,396,301 38.11%

Resolution 18: To approve market purchases of ordinary shares

Shares Voted 1,562,380,443 66.95%

Abstained 443,341 0.02%

For 1,308,714,751 83.76%

Against 253,665,692 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 260,713 0.01%

For 1,560,546,571 99.87%

Against 2,016,500 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 374,245 0.02%

For 1,560,423,401 99.87%

Against 2,026,138 0.13%

Resolution 21: To implement other aspects of the share capital reduction

Shares Voted 1,562,321,361 66.95%

Abstained 502,423 0.02%

For 1,560,191,105 99.86%

Against 2,130,256 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.
  
  

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 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 [e-mail] 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.

2. 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 [e-mail]	Registered Office 107 Cheapside, 2 nd Floor London, EC2V 6DN United Kingdom Office: + 44 (0)20 3869 0706 [e-mail]
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 Tel: + 27 (0)11 243 2900 E-mail: [e-mail]	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: [phone]
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: [phone]
	Joint Broker Matthew Armitt/Jennifer Lee Joh. Berenberg, Gossler & Co KG (Berenberg) Office: [phone]

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