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
(in relation to shares voted at the meeting)
|
% of
shares voted
(in relation to shares voted at the meeting)
|
% 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
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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).