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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
Resolution | For | Against | Total shares voted in person or by proxy | Abstained |
| Shares | Shares | Shares | Shares |
% of shares voted | % of shares voted | % of shares entitled to vote (in relation to total issued share capital) | % of shares entitled to vote (in relation to total issued share capital) | |
Ordinary resolution 1: | 202 193 882 | 7 202 | 202 201 084 | 13 879 |
Adoption of Annual Financial Statements | 100% | 0.00% | 66.82% | 0.00% |
Ordinary resolution 2: | 202 185 769 | 12 912 | 202 198 681 | 16 282 |
Re-appointment of BDO as external auditors | 99.99% | 0.01% | 66.82% | 0.01% |
Ordinary resolution 3.1: | 202 161 564 | 38 310 | 202 199 874 | 15 089 |
Election of Gloria Zvaravanhu as a non-executive director | 99.98% | 0.02% | 66.82% | 0.00% |
Ordinary resolution 3.2: | 200 759 236 | 1 441 848 | 202 201 084 | 13 879 |
Re-election of David Salter as a non-executive director | 99.29% | 0.71% | 66.82% | 0.00% |
Ordinary resolution 3.3: Re-election of Carol Bell as a non-executive director | 202 190 503
99.99% | 10 581
0.01% | 202 201 084
66.82% | 13 879
0.00% |
Ordinary resolution 4: | 192 490 101 | 9 710 983 | 202 201 084 | 13 879 |
Placement of authorised but unissued shares under the directors' control | 95.20% | 4.80% | 66.82% | 0.00% |
Ordinary resolution 5: | 195 969 217 | 6 231 867 | 202 201 084 | 13 879 |
Dis-application of pre-emptive rights | 96.92% | 3.08% | 66.82% | 0.00% |
Ordinary resolution 6: | 192 480 013 | 9 722 563 | 202 202 576 | 12 387 |
General authority to issue shares for cash | 95.19% | 4.81% | 66.82% | 0.00% |
Ordinary resolution 7.1: | 196 627 999 | 5 572 246 | 202 200 245 | 14 718 |
Approval of the Group remuneration policy | 97.24% | 2.76% | 66.82% | 0.00% |
Ordinary resolution 7.2: | 196 627 999 | 5 574 577 | 202 202 576 | 12 387 |
Approval of the Remuneration Implementation Report | 97.24% | 2.76% | 66.82% | 0.00% |
Special resolution 1: | 198 191 765 | 4 020 748 | 202 212 513 | 2 450 |
General authority to repurchase shares | 98.01% | 1.99% | 66.83% | 0.00% |
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 implement resolutions | 99.99% | 0.01% | 66.82% | 0.00% |
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
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).
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