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Results of the 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')
Results of the 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, 19 February 2025 (in terms of the notice dispatched on Friday, 20 December
2024), 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 19 February 2025: 302 596 743
Total number of shares entitled to vote at the Annual General Meeting: 297 245 854
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
(in relation to (in relation to (in relation to (in relation to
shares voted shares voted at total issued total issued
at the the meeting) share capital) share capital)
meeting)
Ordinary resolution 1: 202 193 882 7 202 202 201 084 13 879
Adoption of Annual 100% 0.00% 66.82% 0.00%
Financial Statements
Ordinary resolution 2: 202 185 769 12 912 202 198 681 16 282
Re-appointment of BDO as 99.99% 0.01% 66.82% 0.01%
external auditors
Ordinary resolution 3.1: 202 161 564 38 310 202 199 874 15 089
Election of Gloria 99.98% 0.02% 66.82% 0.00%
Zvaravanhu as a non-
executive director
Ordinary resolution 3.2: 200 759 236 1 441 848 202 201 084 13 879
Re-election of David Salter 99.29% 0.71% 66.82% 0.00%
as a non-executive director
Ordinary resolution 3.3: 202 190 503 10 581 202 201 084 13 879
Re-election of Carol Bell as 99.99% 0.01% 66.82% 0.00%
a non-executive director
Ordinary resolution 4: 192 490 101 9 710 983 202 201 084 13 879
Placement of authorised 95.20% 4.80% 66.82% 0.00%
but unissued shares under
the directors' control
Ordinary resolution 5: 195 969 217 6 231 867 202 201 084 13 879
Dis-application of pre- 96.92% 3.08% 66.82% 0.00%
emptive rights
Ordinary resolution 6: 192 480 013 9 722 563 202 202 576 12 387
General authority to issue 95.19% 4.81% 66.82% 0.00%
shares for cash
Ordinary resolution 7.1: 196 627 999 5 572 246 202 200 245 14 718
Approval of the Group 97.24% 2.76% 66.82% 0.00%
remuneration policy
Ordinary resolution 7.2: 196 627 999 5 574 577 202 202 576 12 387
Approval of the 97.24% 2.76% 66.82% 0.00%
Remuneration
Implementation Report
Special resolution 1: 198 191 765 4 020 748 202 212 513 2 450
General authority to 98.01% 1.99% 66.83% 0.00%
repurchase shares
Ordinary resolution 8: 202 191 995 10 581 202 202 576 12 387
Final dividend 99.99% 0.01% 66.82% 0.00%
Ordinary resolution 9: 202 188 172 12 912 202 201 084 13 879
Directors' authority to 99.99% 0.01% 66.82% 0.00%
implement resolutions
Dividend currency conversion rates and timetable
The final dividend of US 3.0 cents per share having been approved by shareholders, Tharisa advises as
follows:
Shareholders on the principal Cyprus register will be paid in USD, shareholders whose shares are held
through Central Securities Depositary Participants (CSDPs) and brokers and are traded on the JSE will
be paid in ZAR and holders of Depositary Interests traded on the LSE will be paid in GBP. The dividend
will be paid from income reserves and may therefore be subject to dividend withholding tax depending
on the tax residency of the shareholder.
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 2024, being the currency
conversion date, are as follows:
Exchange rate Dividend per share in payment currency
South Africa - JSE ZAR 18.25060/US$ 54.75180 South African cents per share
United Kingdom - LSE GBP 0.79051/US$ 2.37154 pence per share
The timetable for payment of the dividend is as follows:
Declaration and currency conversion date Thursday, 28 November 2024
Currency conversion rates announced Thursday, 20 February 2025
Last day to trade cum-dividend rights on the JSE Tuesday, 25 February 2025
Last day to trade cum-dividend rights on the LSE Wednesday, 26 February 2025
Shares will trade ex-dividend rights on the JSE from Wednesday, 26 February 2025
Shares will trade ex-dividend rights on the LSE from Thursday, 27 February 2025
Record date for payment on both JSE and LSE Friday, 28 February 2025
Dividend payment date Wednesday, 12 March 2025
No dematerialisation or rematerialisation of shares within Strate will be permitted between
Wednesday, 26 February 2025 and Friday, 28 February 2025, both days inclusive. No transfers
between registers will be permitted between Thursday, 20 February 2025 and Friday, 28 February
2025, 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 54.75180 South African cents per share. Therefore, the net dividend of 43.80144 South
African cents per share will be paid after 10.95036 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 54.75180 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 Listings Requirements
Tharisa has a total of 302 596 743 ordinary shares in issue on 19 February 2024, of which 297 245 854
carry voting rights and are eligible to receive dividends.
Paphos, Cyprus
20 February 2025
JSE Sponsor
Investec Bank Limited
Connect with us on LinkedIn to get further news and updates about our business.
Investor Relations Contacts:
Ilja Graulich (Head of Investor Relations and Communications)
+27 11 996 3500
+27 83 604 0820
igraulich@tharisa.com
Broker Contacts:
Peel Hunt LLP (UK Joint Broker)
Ross Allister / Georgia Langoulant
+44 207 418 8900
BMO Capital Markets Limited (UK Joint Broker)
Thomas Rider / Nick Macann
+44 207 236 1010
Berenberg (UK Joint Broker)
Matthew Armitt / Jennifer Lee / Detlir Elezi
+44 203 207 7800
About Tharisa
Tharisa is an integrated resource group critical to the energy transition and decarbonisation of
economies. It incorporates exploration, mining, processing and the beneficiation, marketing, sales,
and logistics of PGMs and chrome concentrates, using innovation and technology as enablers. Its
principal operating asset is the multi-generational Tharisa Mine, located in the south-western limb of
the Bushveld Complex, South Africa. Tharisa is also developing the Karo Platinum Project, a low-cost,
open-pit PGM asset located on the Great Dyke in Zimbabwe, while simultaneously focusing on
beneficiation in the form of chrome and PGM alloys. A 15-year Power Purchase Agreement with Etana
for the procurement of wheeled renewable energy and a 40 MW solar project under construction will
ensure that Tharisa Minerals' drive to reduce its carbon footprint by 30% by 2030 is well within reach,
forming a major part of a roadmap to become net carbon neutral by 2050. Redox One is accelerating
the development of a proprietary iron chromium redox flow long-duration battery utilising the
commodities we mine. Tharisa plc is listed on the Johannesburg Stock Exchange (JSE: THA) and the
Main Board of the London Stock Exchange (LSE: THS).
Date: 20-02-2025 07:05:00
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