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PAN AFRICAN RESOURCES PLC - Results of annual general meeting

Release Date: 21/11/2018 09:00
Code(s): PAN     PDF:  
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Results of annual general meeting

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          Abstained              For                    Against

1,711,249,951         415,021
76.58%                0.02%                  100%                   0.00%


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

Shares Voted          Abstained              For                    Against

1,711,162,837         502,135
76.57%                0.02%                  99.76%                 0.24%


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

Shares Voted          Abstained              For                    Against

1,711,050,237         614,735
76.57%                0.03%                  99.76%                 0.24%


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

Shares Voted          Abstained             For                    Against

1,711,028,862         636,110
76.57%                0.03%                 99.06%                 0.94%


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

Shares Voted          Abstained             For                    Against

1,555,243,607         156,421,365
69.60%                7.00%                 85.01%                 14.99%


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

Shares Voted          Abstained             For                    Against

1,691,785,286         19,879,686
75.70%                0.89%                 99.89%                 0.11%


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

Shares Voted          Abstained             For                    Against

1,535,958,147         175,706,825
68.73%                7.86%                 51.10%                 48.90%


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

Shares Voted          Abstained             For                    Against

1,535,960,747         175,704,225
68.73%                7.86%                 48.61%                 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          Abstained             For                    Against

1,711,235,311         429,661
76.58%                0.02%                 85.50%                 14.50%


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

Shares Voted              Abstained                 For                       Against

1,711,018,645             646,327
76.57%                    0.03%                     46.21%                    53.79%


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

Shares Voted              Abstained                 For                       Against

1,691,882,357             19,782,615
75.71%                    0.89%                     45.40%                    54.60%


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

Shares Voted              Abstained                 For                       Against

1,711,237,094             427,878
76.58%                    0.02%                     99.16%                    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 phil.dexter@corpserv.co.uk 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
21 November 2018


Contact information

Corporate Office                        Registered Office
The Firs Office Building                Suite 31, Second Floor
1st Floor, Office 101                   107 Cheapside
Cnr. Cradock and Biermann Avenues       London
Rosebank, Johannesburg                  EC2V 6DN
South Africa                            United Kingdom
Office: + 27 (0) 11 243 2900            Office: + 44 (0) 20 7796 8644
Facsimile: + 27 (0) 11 880 1240

Cobus Loots                             Deon Louw
Pan African Resources PLC               Pan African Resources PLC
Chief Executive Officer                 Financial Director
Office: + 27 (0) 11 243 2900            Office: + 27 (0) 11 243 2900

Phil Dexter                             John Prior / Paul Gillam
St James's Corporate Services Limited   Numis Securities Limited
Company Secretary                       Nominated Adviser and Joint Broker
Office: + 44 (0) 20 7796 8644           Office: +44 (0) 20 7260 1000

Taryn Carter                            Ross Allister / James Bavister / David McKeown
One Capital                             Peel Hunt LLP
JSE Sponsor                             Joint Broker
Office: + 27 (0) 11 550 5030            Office: +44 (0) 207 418 8900

Julian Gwillim                          Jeffrey Couch / Thomas Rider
Aprio Strategic Communications          BMO Capital Markets Limited
Public & Investor Relations SA          Joint Broker
Office: +27 (0)11 880 0037              Office: +44 (0) 20 7236 1010

Bobby Morse / Chris Judd
Buchanan Communications
Public & Investor Relations UK
Office: +44 (0) 20 7466 5000

Website: www.panafricanresources.com

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