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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
A2X share code: THA
ISIN: CY0103562118
LEI: 213800WW4YWMVVZIJM90
('Tharisa' or the 'Company')
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, 29 January 2020 (in terms of the notice dispatched on Thursday, 19 December
2019), were passed by the requisite majority. 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 29 January 2020: 270 000 000
Total number of shares entitled to vote at the Annual General Meeting: 266 610 322
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: 236 000 059 41 236 000 100 1 000
Adoption of Annual
100% 0.00% 88.52% 0.00%
Financial Statements
Ordinary resolution 2: 236 000 059 41 236 000 100 1 000
Appointment of Ernst &
100% 0.00% 88.52% 0.00%
Young as external auditors
Ordinary resolution 3.1: 223 666 686 1 601 223 668 287 12 332 813
Re-election of Omar Kamal
as a non-executive 100% 0.00% 83.89% 4.63%
director
Ordinary resolution 3.2: 231 150 558 4 105 646 235 256 204 744 896
Re-election of Carol Bell as
a non-exective 98.25% 1.75% 88.24% 0.28%
Ordinary resolution 4: 162 207 586 73 792 514 236 000 100 1 000
Placement of authorised
but unissued shares under 68.73% 31.27% 88.52% 0.00%
the directors’ control
Ordinary resolution 5: 162 207 586 73 792 514 236 000 100 1 000
Dis-application of pre-
68.73% 31.27% 88.52% 0.00%
emptive rights
Ordinary resolution 6: 202 755 827 33 244 273 236 000 100 1 000
General authority to issue
85.91% 14.09% 88.52% 0.00%
shares for cash
Ordinary resolution 7.1: 203 962 008 32 038 092 236 000 100 1 000
Approval of the Group
86.42% 13.58% 88.52% 0.00%
remuneration policy
Ordinary resolution 7.2: 203 962 008 32 038 092 236 000 100 1 000
Approval of the
Remuneration 86.42% 13.58% 88.52% 0.00%
Implementation Report
Special resolution 1: 207 929 848 28 070 211 236 000 059 1 041
General authority to
88.11% 11.89% 88.52% 0.00%
repurchase shares
Ordinary resolution 8: 236 000 100 0 236 000 100 1 000
Dividend 100% 0.00% 88.52% 0.00%
Ordinary resolution 8: 236 000 059 41 236 000 100 1 000
Directors’ authority to
100% 0.00% 88.52% 0.00%
implement resolutions
Dividend currency conversion rates and timetable
The final dividend of US 0.25 cent per share having been approved by shareholders, Tharisa advises as
follows:
Shareholders on the principal Cyprus register will be paid in US$, shareholders whose shares are held
through Central Securities Depositary Participants (CSDPs) and brokers and are traded on the JSE will
be paid in South African Rand (ZAR) and holders of Depositary Interests traded on the LSE will be paid
in Sterling (GBP). The dividend will be paid from income reserves.
The currency equivalents of the dividend, based on the weighted average of the South African Reserve
Bank’s daily rate at approximately 10:30 (UTC +2) on 26 November 2019, being the currency
conversion date, are as follows:
Exchange rate Dividend per share in payment currency
South Africa - JSE ZAR 14.8174/US$ 3.70435 South African cents per share
United Kingdom - LSE GBP 0.7766/US$ 0.19415 pence per share
The timetable for payment of the dividend is as follows:
Declaration and currency conversion date Tuesday, 26 November 2019
Currency conversion rates announced Thursday, 30 January 2020
Last day to trade cum-dividend rights on the JSE Tuesday, 11 February 2020
Last day to trade cum-dividend rights on the LSE Wednesday, 12 February 2020
Shares will trade ex-dividend rights on the JSE from Wednesday, 12 February 2020
Shares will trade ex-dividend rights on the LSE from Thursday, 13 February 2020
Record date for payment on both JSE and LSE Friday, 14 February 2020
Dividend payment date Wednesday, 26 February 2020
No dematerialisation or rematerialisation of shares within Strate will be permitted between
Wednesday, 12 February 2020 and Friday, 14 February 2020, both days inclusive. No transfers
between registers will be permitted between Thursday, 30 January 2020 and Friday, 14 February 2020,
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 3.70435 South African cents per share. Therefore, the net dividend of 2.96348 South
African cents per share will be paid after 0.74087 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 3.70435 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 270 000 000 ordinary shares in issue on 29 January 2020, of which 266 610 322
carry voting rights and are eligible to receive dividends.
Paphos, Cyprus
30 January 2020
JSE Sponsor
Investec Bank Limited
Investor relations contacts:
Ilja Graulich (Head of Investor Relations and Communications)
+27 11 996 3500
+27 83 604 0820
igraulich@tharisa.com
Financial PR contacts:
Bobby Morse / James Husband
+44 020 7466 5000
tharisa@buchanan.uk.com
Broker contacts:
Peel Hunt LLP (UK Joint Broker)
Ross Allister / David McKeown
+44 207 7418 8900
BMO Capital Markets Limited (UK Joint Broker)
Thomas Rider / Neil Elliot / Michael Rechsteiner
+44 020 7236 1010
Berenberg (UK Joint Broker)
Matthew Armitt / Detlir Elezi
+44 20 3207 7800
Nedbank Limited (acting through its Corporate and Investment Banking division) (RSA Broker)
Shabbir Norath
+27 11 295 6575
Date: 30-01-2020 07:05:00
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