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Notice of Annual General Meeting, Proposed Adoption of New Articles of Association and Change to the Audit and Risk Committee
Pan African Resources PLC Pan African Resources Funding Company
(Incorporated and registered in England and Wales Limited
under the Companies Act 1985 with registered Incorporated in the Republic of South Africa
number 3937466 on 25 February 2000) with limited liability
Share code on LSE: PAF Registration number: 2012/021237/06
Share code on JSE: PAN Alpha code: PARI
Share code on ASX: PAF
ISIN: GB0004300496
ADR ticker code: PAFRY
(‘Pan African’ or the ‘Company’ or the ‘Group’)
NOTICE OF ANNUAL GENERAL MEETING, PROPOSED ADOPTION OF NEW ARTICLES OF
ASSOCIATION AND CHANGE TO THE AUDIT AND RISK COMMITTEE
Notice of annual general meeting and proposed amendments to the Articles of Association
Notice is hereby given that the 2026 annual general meeting (AGM) of Pan African will be held at the
offices of St James’s Corporate Services Limited, 107 Cheapside, Second Floor, London EC2V 6DN on
Thursday, 19 November 2026 at 11:00 a.m. (London time).
Shareholders are advised that the notice of AGM (2026 AGM Notice), including the summarised audited
results for the year ended 30 June 2026, will be distributed to shareholders today (Friday, 23 October
2026).
Shareholders are advised that the Company’s Integrated Annual Report, incorporating the audited
consolidated and separate annual financial statements, and the summarised results for the year ended
30 June 2026 (as published on 16 September 2026) (2026 Financial Reports) and the 2026 AGM Notice
are available on the Company’s website, as follows:
- 2026 Financial Reports: https://www.panafricanresources.com/investors/financial-reports/; and
- 2026 AGM Notice: https://www.panafricanresources.com/investors/shareholder-announcements/.
The AGM Notice provides information in respect of the general business to be considered at an annual
general meeting of a publicly listed company, as well as the proposal for the adoption of new Articles of
Association of the Company (Articles). In this regard, the proposed new Articles differ from the existing
Articles only in that the new Articles: delete obsolete bracketed references to former paragraph numbers
of the JSE Listings Requirements (including the former Schedule 10 references), without substituting
updated paragraph references; delete references to AIM and the Nominated Adviser, which no longer
apply following the Company’s admission to the Main Market of the London Stock Exchange; and update
certain definitions which are now out of date. The differences between the new and existing Articles of
Association do not change the substance of members’ rights. The changes have been approved by the
JSE. A copy of the proposed new Articles marked to show the differences between the existing and
proposed new Articles will be available for inspection as set out in note 8 of the AGM Notice.
Salient dates relevant to the AGM
Event Time and/or date
Record date for determining which shareholders are Friday, 16 October 2026
entitled to receive the AGM Notice
Publication and posting of the AGM Notice Friday, 23 October 2026
Last day to trade on the JSE in order to be recorded on Thursday, 12 November 2026
the register by the voting record date
Last day to trade on the LSE and ASX in order to vote at Friday, 13 November 2026
the AGM
Latest time and date for receipt of CDI Voting Instruction 9.00 a.m. (Perth time) on Monday, 16
Forms November 2026
Latest time and date for receipt of Forms of Proxy, 11.00 a.m. on Tuesday, 17 November 2026
electronic proxy appointments and CREST Proxy
Instructions
Voting record date for entitlement to attend and vote at 6.00 p.m. on Tuesday, 17 November 2026
the AGM
Annual General Meeting 11.00 a.m. on Thursday, 19 November 2026
Results of the AGM announced on the RNS, SENS and Thursday, 19 November 2026
the ASX
Notes
1. References to times in this document are to London time unless otherwise stated.
2. If any of the dates or times change, the revised dates and times will be announced on the RNS, SENS and the
ASX.
Should you wish to attend the 2026 AGM please advise by e-mail to our Company Secretary -
jane.kirton@corpserv.co.uk. Please note that any shareholder who has not advised attendance will still
be admitted to the AGM, however, pre-registration will ensure smooth access to the venue.
Change to the composition of the audit and risk committee
Shareholders are advised that Charles Needham, independent non-executive director, will step down as
a member of the Company’s audit and risk committee with effect from the conclusion of the AGM to be
held on Thursday, 19 November 2026.
As announced on 16 September 2026, Keith Spencer will retire as a director and as Chairman of the
Board at the conclusion of the AGM and, on the recommendation of the nomination committee, the Board
has elected Charles Needham to succeed him as Chairman of the Board, and as chair of the nomination
committee, with effect from the conclusion of the AGM.
Charles is accordingly not proposed for re-election as a member of the audit and risk committee at the
AGM, consistent with the recommended practice in the King V Code on Corporate Governance for South
Africa, 2025 (King V™) and the UK Corporate Governance Code that the chair of the board should not
be a member of the audit committee. Charles will remain a director of the Company and has offered
himself for re-election as a director at the AGM.
Subject to shareholders approving resolutions 11 to 13 set out in the 2026 AGM Notice published today,
the audit and risk committee will, with effect from the conclusion of the AGM, comprise the following
independent non-executive directors: Dawn Earp, Thabo Mosololi and Dennis Cooke.
The Board thanks Charles for his valuable contribution to the audit and risk committee.
For further information on Pan African, please visit the Company's website at
www.panafricanresources.com
Rosebank
23 October 2026
Corporate information
Corporate Office Registered Office
The Firs Building 107 Cheapside, 2nd Floor
2nd Floor, Office 204 London, EC2V 6DN
Corner Cradock and Biermann Avenues United Kingdom
Rosebank, Johannesburg Office: + 44 (0)20 3869 0706
South Africa jane.kirton@corpserv.co.uk
Office: + 27 (0)11 243 2900
info@paf.co.za
Chief Executive Officer Financial Director and debt officer
Cobus Loots Marileen Kok
Office: + 27 (0)11 243 2900 Office: + 27 (0)11 243 2900
Head: Investor Relations Website: www.panafricanresources.com
Hethen Hira
Tel: + 27 (0)11 243 2900
E-mail: hhira@paf.co.za
Company Secretary Joint Broker
Jane Kirton Ross Allister/Georgia Langoulant
St James's Corporate Services Limited Peel Hunt LLP
Office: + 44 (0)20 3869 0706 Office: +44 (0)20 7418 8900
JSE Sponsor & JSE Debt Sponsor Joint Broker
Ciska Kloppers Thomas Rider/Nick Macann
Questco Corporate Advisory Proprietary BMO Capital Markets Limited
Limited Office: +44 (0)20 7236 1010
Office: + 27 (0) 78 286 9556
Joint Broker
Matthew Armitt/Jennifer Lee
Joh. Berenberg, Gossler & Co KG
(Berenberg)
Office: +44 (0)20 3207 7800
Date: 23/10/2026 08:00:00
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