Result of AGM and dividend conversion rate/timing

Tharisa plc

(Incorporated in the Republic of Cyprus with limited liability)

(Registration number HE223412)

JSE share code: THA

LSE share code: THS

ISIN: CY0103562118

('Tharisa')

Results of Annual General Meeting and dividend conversion rates and timetable

Shareholders are advised that all the resolutions tabled at the Annual General Meeting of shareholders held on Wednesday, 10 January 2018 (in terms of the notice dispatched on Tuesday, 
12 December 2017), 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 10 January 2018: 261 000 000

Total number of shares entitled to vote at the Annual General Meeting: 260 191 020

 

Resolution	For	Against	Total shares voted in person or by proxy	Abstained
	Shares	Shares	Shares	Shares
	% of shares voted	% of shares voted	% of shares entitled to vote	% of shares entitled to vote
Ordinary resolution 1:	200 817 775	-	200 817 775	1 000
Adoption of Annual Financial Statements	100%	0%	77.18%	0%
Ordinary resolution 2:	200 195 786	621 989	200 817 775	1 000
Appointment of Ernst & Young as external auditors	99.69%	0.31%	77.18%	0%
Ordinary resolution 3.1:	200 817 775	-	200 817 775	1 000
Election of Joanna Cheng as a non-executive director	100%	0%	77.18%	0%
Ordinary resolution 3.2:	195 838 262	4 979 513	200 817 775	1 000
Election of Roger Davey as a non-executive director	97.52%	2.48%	77.18%	0%
Ordinary resolution 4:	159 643 545	41 174 230	200 817 775	1 000
Placement of authorised but unissued shares under the directors' control	79.50%	20.50%	77.18%	0%
Ordinary resolution 5:	159 643 545	41 174 230	200 817 775	1 000
Dis-application of pre-emptive rights	79.50%	20.50%	77.18%	0%
Ordinary resolution 6:	150 667 429	50 150 346	200 817 775	1 000
General authority to issue shares for cash	75.03%	24.97%	77.18%	0%
Ordinary resolution 7:	191 219 670	9 598 105	200 817 775	1 000
Approval of the Group remuneration policy	95.22%	4.78%	77.18%	0%
Special resolution 1:	200 817 775	-	200 817 775	1 000
General authority to repurchase shares	100%	0.00%	77.18%	0%
Ordinary resolution 8:	200 817 775	-	200 817 775	1 000
Dividend	100%	0.00%	77.18%	0%
Ordinary resolution 8:	200 817 775	-	200 817 775	1 000
Directors' authority to implement resolutions	100%	0.00%	77.18%	0%

 

Dividend currency conversion rates and timetable

The final dividend of US$ 5 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.

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 2017, being the currency conversion date, are as follows:

	Exchange rate	Dividend per share in payment currency
South Africa - JSE	ZAR 13.6423/US$	68.2115 South African cents per share
United Kingdom - LSE	GBP 0.7427/US$	3.7135 pence per share

 

The timetable for payment of the dividend is as follows:

Declaration and currency conversion date	Thursday, 30 November 2017
Currency conversion rates announced	Thursday, 11 January 2018
Last day to trade cum-dividend rights on the JSE	Tuesday, 30 January 2018
Last day to trade cum-dividend rights on the LSE	Wednesday, 31 January 2018
Shares will trade ex-dividend rights on the JSE from	Wednesday, 31 January 2018
Shares will trade ex-dividend rights on the LSE from	Thursday, 1 February 2018
Record date for payment on both JSE and LSE	Friday, 2 February 2018
Dividend payment date	Wednesday, 14 February 2018

 

No dematerialisation or rematerialisation of shares within Strate will be permitted between Wednesday, 31 January 2018 and Friday, 2 February 2018, both days inclusive. No transfers between registers will be permitted between Thursday, 11 January 2018 and Friday, 2 February 2018, 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.

South African tax residents

For tax purposes, South African shareholders 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.

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 261 000 000 ordinary shares in issue on 10 January 2018, of which 260 191 020 carry voting rights and are eligible to receive dividends.

 

Paphos, Cyprus

11 January 2018

JSE Sponsor

Investec Bank Limited

 

Investor Relations contact:

Tharisa plc

Sherilee Lakmidas

+27 11 996 3538

+27 79 276 2529

[email protected]

Broker contacts:

Peel Hunt LLP (Joint Broker)

Ross Allister/Chris Burrows

+44 207 7418 8900

 

BMO Capital Markets Limited (Joint Broker)

Jeffrey Couch/Neil Haycock/Thomas Rider

+44 020 7236 1010

 

Financial PR contacts:

Bobby Morse/Anna Michniewicz

+44(0) 20 7466 5000

[email protected]