Result of AGM

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

Pan African shareholders (“Shareholders”) are advised that at the annual general meeting (“AGM”) of Shareholders held on Tuesday, 20 November 2018, all the ordinary and special resolutions, save for ordinary resolution numbers 8 and 10 and special resolution number 11, as set out in the notice of AGM dated 19 September 2018, 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 2018

Shares Voted 1,711,249,951 76.58%

Abstained 415,021 0.02%

For 100%

Against 0.00%

Ordinary resolution number 2: To re-elect Mr JAJ Loots as a director of the Company

Shares Voted 1,711,162,837 76.57%

Abstained 502,135 0.02%

For 99.76%

Against 0.24%

Ordinary resolution number 3: To re-elect Mr GP Louw as a director of the Company

Shares Voted 1,711,050,237 76.57%

Abstained 614,735 0.03%

For 99.76%

Against 0.24%

Ordinary resolution number 4: To re-elect Mrs HH Hickey as a member of the audit committee

Shares Voted 1,711,028,862 76.57%

Abstained 636,110 0.03%

For 99.06%

Against 0.94%

Ordinary resolution number 5: To re-elect Mr KC Spencer as a member of the audit committee

Shares Voted 1,555,243,607 69.60%

Abstained 156,421,365 7.00%

For 85.01%

Against 14.99%

Ordinary resolution number 6: To re-elect Mr TF Mosololi as a member of the audit committee

Shares Voted 1,691,785,286 75.70%

Abstained 19,879,686 0.89%

For 99.89%

Against 0.11%

Ordinary resolution number 7: To endorse the Company’s remuneration policy (Note 1, 2)

Shares Voted 1,535,958,147 68.73%

Abstained 175,706,825 7.86%

For 51.10%

Against 48.90%

Ordinary resolution number 8: To endorse the Company’s remuneration implementation report (Note 1, 2)

Shares Voted 1,535,960,747 68.73%

Abstained 175,704,225 7.86%

For 48.61%

Against 51.39%

Ordinary resolution number 9: To re-appoint Deloitte LLP as auditors of the Company and to authorise the directors to determine their remuneration

Shares Voted 1,711,235,311 76.58%

Abstained 429,661 0.02%

For 85.50%

Against 14.50%

Ordinary resolution number 10: To authorise the directors to allot equity securities (Note 1)

Shares Voted 1,711,018,645 76.57%

Abstained 646,327 0.03%

For 46.21%

Against 53.79%

Special resolution number 11: To approve the disapplication of pre-emption rights (Note 1)

Shares Voted 1,691,882,357 75.71%

Abstained 19,782,615 0.89%

For 45.40%

Against 54.60%

Special resolution number 12: To approve market purchases of ordinary shares

Shares Voted 1,711,237,094 76.58%

Abstained 427,878 0.02%

For 99.16%

Against 0.84%

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 7, 8 and 10 and special resolution number 11 (“Resolutions”), (“Dissenting Shareholders”) in order to ascertain the reasons for doing so, following which an update on the views expressed by such 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 Shareholders who voted against ordinary resolutions number 7 and 8 to engage with the Company regarding their views on the Company’s remuneration policy and the remuneration implementation report.

Dissenting Shareholders may forward their concerns / questions pertaining to the Resolutions to the Company Secretary via email at [e-mail] by close of business on 30 November 2018. The Company will then respond in writing to these Shareholders, and if required, engage further with  the Shareholders in this regard.

Johannesburg

20 November 2018

Contact information
Corporate Office The Firs Office Building 1st Floor, Office 101 Cnr. Cradock and Biermann Avenues Rosebank, Johannesburg South Africa Office:  + 27 (0) 11 243 2900 Facsimile: + 27 (0) 11 880 1240	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 St James's Corporate Services Limited Company Secretary Office: + 44 (0) 20 7796 8644	John Prior / Paul Gillam Numis Securities Limited Nominated Adviser and Joint Broker Office: [phone]
Taryn Carter One Capital JSE Sponsor Office: + 27 (0) 11 550 5030	Ross Allister / James Bavister / David McKeown Peel Hunt LLP Joint Broker Office: [phone]
Julian Gwillim Aprio Strategic Communications Public & Investor Relations SA Office: [phone]	Jeffrey Couch / Thomas Rider BMO Capital Markets Limited Joint Broker Office: [phone]
Bobby Morse / Chris Judd Buchanan Communications Public & Investor Relations UK Office: [phone]
Website: www.panafricanresources.com