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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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