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

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 1,581,735,533 71.16%

Abstained 2,437,875 0.11%

For 1,581,731,692 100%

Against 3,841 0.00%

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

Shares Voted 1,583,530,033 71.24%

Abstained 1,293,375 0.06%

For 1,583,526,192 100%

Against 3,841 0.00%

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

Shares Voted 1,581,734,835 71.16%

Abstained 2,438,573 0.11%

For 1,567,225,850 99.08%

Against 14,508,985 0.92%

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

Shares Voted 1,581,753,835 71.16%

Abstained 2,419,573 0.11%

For 1,579,646,850 99.87%

Against 2,106,985 0.13%

Ordinary resolution number 5: To re-elect KC Spencer as an independent non-executive director of the Company

Shares Voted 1,581,733,571 71.16%

Abstained 2,439,837 0.11%

For 1,527,767,800 96.59%

Against 53,965,771 3.41%

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

Shares Voted 1,581,734,845 71.16%

Abstained 2,438,563 0.11%

For 1,578,656,496 99.81%

Against 3,078,349 0.19%

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

Shares Voted 1,581,752,324 71.16%

Abstained 2,421,084 0.11%

For 1,567,799,024 99.12%

Against 13,953,300 0.88%

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

Shares Voted 1,581,771,324 71.16%

Abstained 2,402,084 0.11%

For 1,564,094,350 98.88%

Against 17,676,974 1.12%

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

Shares Voted 1,540,665,005 69.31%

Abstained 43,508,403 1.96%

For 1,102,042,848 71.53%

Against 438,622,157 28.47%

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

Shares Voted 1,582,743,776 71.20%

Abstained 1,429,632 0.06%

For 1,155,509,206 73.01%

Against 427,234,570 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 1,581,887,067 71.16%

Abstained 2,286,341 0.10%

For 1,581,729,941 99.99%

Against 157,126 0.01%

Ordinary resolution number 12: To authorise the directors to allot equity securities (Note 1)

Shares Voted 1,582,756,792 71.20%

Abstained 1,416,616 0.06%

For 982,340,931 62.07%

Against 600,415,861 37.93%

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

Shares Voted 1,582,632,195 71.20%

Abstained 1,541,213 0.07%

For 649,186,803 41.02%

Against 933,445,392 58.98%

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

Shares Voted 1,583,363,562 71.23%

Abstained 1,459,846 0.07%

For 1,470,257,743 92.86%

Against 113,105,819 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 [email protected] 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 The Firs Office Building 2nd Floor, Office 204 Cnr. Cradock and Biermann Avenues Rosebank, Johannesburg South Africa Office:   + 27 (0)11 243 2900 E-mail: [email protected] Registered Office Second Floor 107 Cheapside London EC2V 6DN United Kingdom Office: + 44 (0)20 7796 8644 Chief Executive Officer Cobus Loots      Office: + 27 (0)11 243 2900                                         Financial Director Deon Louw Office: + 27 (0)11 243 2900 Company Secretary Phil Dexter/Jane Kirton St James's Corporate Services Limited Office: + 44 (0)20 7796 8644 Nominated Adviser and Joint Broker Ross Allister/David McKeown Peel Hunt LLP Office: +44 (0)20 7418 8900 JSE Sponsor Ciska Kloppers Questco Corporate Advisory Proprietary Limited Office: + 27 (0)11 011 9200 Joint Broker Thomas Rider/Nick Macann BMO Capital Markets Limited Office: +44 (0)20 7236 1010 Head of Investor Relations Hethen Hira Office: + 27 (0)11 243 2900 E-mail: [email protected] Joint Broker Mathew Armitt/Jennifer Lee Joh. Berenberg, Gossler & Co KG Office: +44 (0)20 3207 7800 Website: www.panafricanresources.com