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

ADR ticker code: PAFRY
ISIN: GB0004300496

ADR ticker 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, 26 November 2020, all the ordinary and special resolutions, save for ordinary resolution number 11, as set out in the notice of AGM dated 28 October 2020, 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 2020

Shares Voted 1,619,101,298 72.45%

Abstained 6,378,070 0.29%

For 1,619,062,878 100%

Against 38,420 0.00%

Ordinary resolution number 2: To approve the final dividend of 14.00000 ZA cents per share

Shares Voted 1,624,705,824 72.70%

Abstained 773,544 0.03%

For 1,624,667,404 100%

Against 38,420 0.00%

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

Shares Voted 1,624,649,959 72.70%

Abstained 829,409 0.04%

For 1,452,399,526 89.40%

Against 172,250,433 10.60%

Ordinary resolution number 4: To re-elect Mr JAJ Loots as a director of the Company

Shares Voted 1,624,649,959 72.70%

Abstained 829,409 0.04%

For 1,623,626,095 99.94%

Against 1,023,864 0.06%

Ordinary resolution number 5: To re-elect Mrs HH Hickey as a member of the audit and risk committee

Shares Voted 1,624,588,909 72.70%

Abstained 890,459 0.04%

For 1,623,614,539 99.94%

Against 974,370 0.06%

Ordinary resolution number 6: To re-elect Mr CDS Needham as a member of the audit and risk committee

Shares Voted 1,624,588,909 72.70%

Abstained 890,459 0.04%

For 1,624,506,815 99.99%

Against 82,094 0.01%

Ordinary resolution number 7: To re-elect Mr TF Mosololi as a member of the audit and risk committee

Shares Voted 1,624,574,885 72.70%

Abstained 904,483 0.04%

For 1,612,415,881 99.25%

Against 12,159,004 0.75%

Ordinary resolution number 8: To endorse the Company’s Remuneration Policy

Shares Voted 1,624,290,479 72.69%

Abstained 1,188,889 0.05%

For 1,044,153,603 64.28%

Against 580,136,876 35.72%

Ordinary resolution number 9: To endorse the Company’s Remuneration Implementation Report (Notes 1 and 2)

Shares Voted 21,624,290,479 72.69%

Abstained 1,188,889 0.05%

For 1,002,518,220 61.72%

Against 621,772,259 38.28%

Ordinary resolution number 10: To reappoint PricewaterhouseCoopers LLP as auditor of the Company and to authorise the directors to determine their remuneration

Shares Voted 1,624,634,786 72.70%

Abstained 844,582 0.04%

For 1,624,534,440 99.99%

Against 100,346 0.01%

Ordinary resolution number 11: To authorise the directors to allot equity securities (Note1)

Shares Voted 1,624,282,298 72.69%

Abstained 1,196,430 0.05%

For 775,314,778 47.73%

Against 848,968,160 52.27%

Special resolution number 12: To authorise the amendment to the Articles of Association of Article 97

Shares Voted 1,624,177,779 72.68%

Abstained 1,280,045 0.06%

For 1,535,264,285 94.53%

Against 88,913,494 5.47%

Special resolution number 13: To approve market purchases of ordinary shares

Shares Voted 1,624,635,944 72.70%

Abstained 843,424 0.04%

For 1,624,445,154 99.99%

Against 190,790 0.01%

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 8 and 9 (“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 8 and/or ordinary resolution 9 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 [e-mail] by close of business on 11 December 2020. 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 16 September 2020, wherein an exchange rate of South African Rand (“ZAR”) to the British Pound (“GBP”) of GBP/ZAR:21.39 and an exchange rate of ZAR to the US Dollar (“USD”) of US$/ZAR:16.75 were used for illustrative purposes to convert the proposed ZAR dividend of 14.00000 ZA cents per share into GBP and USD.

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:20.3320 which translates to a final GBP dividend of 0.68857 pence per share and the exchange rate for conversion of the final ZAR dividend into USD has been fixed at an exchange rate of US$/ZAR:15.20 which translates to a final USD dividend of US 0.92105 cents per share.

The following salient dates apply:

Currency conversion date	Thursday, 26 November 2020
Currency conversion announcement released by 11.00 (SA time)	Friday 27 November 2020
Last date to trade on the JSE	Tuesday, 1 December 2020
Last date to trade on the LSE	Wednesday 2 December 2020
Ex-dividend date on the JSE	Wednesday, 2 December 2020
Ex-dividend date on the LSE	Thursday, 3 December 2020
Record date on the JSE and LSE	Friday, 4 December 2020
Payment date	Tuesday, 15 December 2020

Notes

• No transfers between the Johannesburg and London registers between the commencement of trading on Wednesday 2 December 2020 and close of business on Friday, 4 December 2020 will be permitted.
• No shares may be dematerialised or rematerialised between Wednesday 2 December 2020 and Friday, 4 December 2020, both days inclusive.
• The final dividend per share was calculated on 2,234,687,537 total shares in issue equating to 14.00000 ZA cents per share or 0.68857 pence or 0.92105 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 11.20000 ZA cents per share 0.55086 pence per share and US 0.73684 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 Asset Services 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. The proposed dividend will be paid out of the company’s retained earnings, without drawing on any other capital reserves.

Johannesburg

26 November 2020

Contact information

Contact 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] 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/Jane Kirton St James's Corporate Services Limited Company Secretary Office: + 44 (0)20 7796 8644 Ross Allister/David McKeown Peel Hunt LLP Nominated Adviser and Joint Broker Office: [phone] Ciska Kloppers Questco Corporate Advisory Proprietary Limited JSE Sponsor Office: + 27 (0)11 011 9200 Thomas Rider/Neil Elliot BMO Capital Markets Limited Joint Broker Office: [phone] Hethen Hira Pan African Resources PLC Head: Investor Relations Tel: + 27 (0)11 243 2900 E-mail: [e-mail] Huneiza Goolam CMS RM Partners Transaction Legal Advisors Office: + 27 (0)87 210 0711 Website: www.panafricanresources.com