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THARISA PLC - Results of Annual General Meeting and Dividend Conversion Rates and Timetable

Release Date: 24/01/2019 07:05
Code(s): THA     PDF:  
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Results of Annual General Meeting and Dividend Conversion Rates and Timetable

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, 23 January 2019 (in terms of the notice dispatched on Thursday,
13 December 2018), were passed by the requisite majority, with the exception of Resolution 6
(General authority to issue shares for cash). 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 23 January 2019: 265 000 000
Total number of shares entitled to vote at the Annual General Meeting: 263 806 832


                                                                      Total shares
 Resolution                          For              Against        voted in person      Abstained
                                                                       or by proxy
                                   Shares             Shares              Shares             Shares
                                 % of shares        % of shares        % of shares        % of shares
                                   voted              voted          entitled to vote   entitled to vote

 Ordinary resolution 1:         232 645 345            2 600           232 647 945           1 000
 Adoption of Annual
 Financial Statements            100.00%              0.00%             88.19%               0.00%
 
 Ordinary resolution 2:         232 645 345            2 600           232 647 945           1 000
 Appointment of Ernst &
 Young as external auditors       100.00%              0.00%             88.19%              0.00%

 Ordinary resolution 3.1:       232 645 345            2 600            232 647 945          1 000
 Election of Zhong Liang
 Hong as a non-executive           100.00%             0.00%              88.19%             0.00%
 director

 Ordinary resolution 3.2:       226 807 940          5 840 005         232 647 945           1 000
 Re-election of David Salter
 as a non-executive                 97.49%              2.51%             88.19%             0.00%
 director

 Ordinary resolution 3.3:       214 420 809         18 227 136         232 647 945           1 000
 Re-election of Antonis
 Djakouris as a non-                92.17%            7.83%               88.19%             0.00%
 executive director

 Ordinary resolution 4:          158 850 540       73 797 405         232 647 945            1 000
 Placement of authorised
 but unissued shares under          68.28%          31.72%               88.19%              0.00%
 the directors’ control

 Ordinary resolution 5:          158 850 540       73 797 405         232 647 945            1 000
 Dis-application of pre-
 emptive rights                      68.28%          31.72%             88.19%               0.00%

 Ordinary resolution 6:          158 852 831       73 795 114         232 647 945            1 000
 General authority to issue
 shares for cash                     68.28%          31.72%             88.19%               0.00%

 Ordinary resolution 7.1:        209 246 747       23 401 198         232 647 945            1 000
 Approval of the Group
 remuneration policy                 89.94%          10.06%             88.19%               0.00%

 Ordinary resolution 7.2:        209 244 456       23 401 198         232 645 654            3 291
 Approval of the
 Remuneration                       89.94%          10.06%              88.19%               0.00%
 Implementation Report
 
 Special resolution 1:           204 575 134       28 072 811        232 647 945             1 000
 General authority to
 repurchase shares                  87.93%          12.07%              88.19%               0.00%
 
 Ordinary resolution 8:          232 645 345         2 600           232 647 945             1 000
 Dividend                          100.00%           0.00%              88.19%               0.00%

 Ordinary resolution 8:          232 645 345         2 600           232 647 945             1 000
 Directors’ authority to
 implement resolutions              100.00%           0.00%             88.19%               0.00%
 


Dividend currency conversion rates and timetable

The final dividend of US$ 2 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 28 November 2018, being the currency
conversion date, are as follows:

                            Exchange rate      Dividend per share in payment currency
South Africa - JSE          ZAR 13.9723/US$    27.9446 South African cents per share
United Kingdom - LSE        GBP 0.7847/US$     1.5695 pence per share
The timetable for payment of the dividend is as follows:

Declaration and currency conversion date                           Wednesday, 28 November 2018
Currency conversion rates announced                                    Thursday, 24 January 2019
Last day to trade cum-dividend rights on the JSE                       Tuesday, 12 February 2019
Last day to trade cum-dividend rights on the LSE                    Wednesday, 13 February 2019
Shares will trade ex-dividend rights on the JSE from                Wednesday, 13 February 2019
Shares will trade ex-dividend rights on the LSE from                  Thursday, 14 February 2019
Record date for payment on both JSE and LSE                              Friday, 15 February 2019
Dividend payment date                                               Wednesday, 27 February 2019


No dematerialisation or rematerialisation of shares within Strate will be permitted between
Wednesday, 13 February 2019 and Friday, 15 February 2019, both days inclusive. No transfers
between registers will be permitted between Thursday, 24 January 2019 and Friday, 15 February
2019, 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.

Shareholders are advised that the dividend declared will be paid out of income reserves and may
therefore be subject to dividend withholding tax depending on the tax residency of the shareholder.

South African tax residents

South African shareholders are advised that the dividend constitutes a foreign dividend. For
individual South African tax resident shareholders, dividend withholding tax of 20% will be applied to
the gross dividend of 27.9446 South African cents per share. Therefore, the net dividend of 22.35568
South African cents per share will be paid after 5.58892 South African cents in terms of dividend
withholding tax has been applied. Shareholders who are South African tax resident companies are
exempt from dividend tax and will receive the dividend of 27.9446 South African cents per share.
This does not constitute legal or tax advice and is based on taxation law and practice in South Africa.
Shareholders 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 265 000 000 ordinary shares in issue on 23 January 2019, of which 263 806 832
carry voting rights and are eligible to receive dividends.


Paphos, Cyprus
24 January 2019

JSE Sponsor
Investec Bank Limited



Financial PR contacts:
Bobby Morse / Augustine Chipungu
+44(0) 20 7466 5000
tharisa@buchanan.uk.com



Broker contacts:
Peel Hunt LLP (UK Joint Broker)
Ross Allister / James Bavister / David McKeown
+44 207 7418 8900



BMO Capital Markets Limited (UK Joint Broker)
Jeffrey Couch / Thomas Rider
+44 020 7236 1010



Berenberg (UK Joint Broker)
Matthew Armitt / Sara MacGrath
+44 20 3207 7800



Nedbank Limited (acting through its Corporate and Investment Banking division) (RSA Broker)
Shabbir Norath / Reginald Demana
+27 11 295 6575



Investor relations contacts:
Daniel Thole/Ilja Graulich
+27 61 400 2939/+27 83 604 0820

Date: 24/01/2019 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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