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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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