Results of AGM and dividend rates and timetable
Tharisa plc announced that all resolutions presented at its Annual General Meeting on February 18, 2026, were passed by the requisite majority, with 215,736,213 shares voted in favour of most ordinary resolutions, representing 71.29% of the total issued share capital. Notably, resolutions concerning the placement of authorised but unissued shares and the dis-application of pre-emptive rights saw significant opposition, with 32.43% and 32.47% of votes cast against them respectively. The company also confirmed a final dividend of US 1.5 cents per share, with conversion rates set at ZAR 25.61880 cents and GBP 1.13481 pence per share, with payment scheduled for March 11, 2026.
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JSE share code: THA
LSE share code: THS
A2X share code: THA
('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, 18 February 2026 (in terms of the notice dispatched on Friday, 19 December 2025), 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 18 February 2026: 302 596 743
Total number of shares entitled to vote at the Annual General Meeting: 296 259 295
| 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: | 215 736 213 | - | 215 736 213 | 9 737 |
| Adoption of Annual Financial Statements | 100% | 0.00% | 71.29% | 0.00% |
| Ordinary resolution 2: | 215 735 341 | 872 | 215 736 213 | 9 737 |
| Re-appointment of BDO as external auditors | 100% | 0.00% | 71.29% | 0.00% |
| Ordinary resolution 3.1: | 215 733 841 | 2 372 | 215 736 213 | 9 737 |
| Election of Vasileios Vergopoulos as a non-executive director | 100% | 0.00% | 71.29% | 0.00% |
| Ordinary resolution 3.2: | 215 326 797 | 409 416 | 215 736 213 | 9 737 |
| Re-election of Roger Davey as a non-executive director | 99.81% | 0.19% | 71.29% | 0.00% |
| Ordinary resolution 3.3: Re-election of Hao Chen as a non-executive director | 215 649 083 99.96% | 87 130 0.04% | 215 736 213 71.29% | 9 737 0.00% |
| Ordinary resolution 4: | 145 780 902 | 69 955 311 | 215 736 213 | 9 737 |
| Placement of authorised but unissued shares under the directors' control | 67.57% | 32.43% | 71.29% | 0.00% |
| Ordinary resolution 5: | 145 691 916 | 70 040 425 | 215 732 341 | 13 609 |
| Dis-application of pre-emptive rights | 67.53% | 32.47% | 71.29% | 0.00% |
| Ordinary resolution 6: | 173 376 624 | 42 356 589 | 215 733 213 | 12 737 |
| General authority to issue shares for cash | 80.37% | 19.63% | 71.29% | 0.00% |
| Ordinary resolution 7.1: | 213 127 871 | 2 608 342 | 215 736 213 | 9 737 |
| Approval of the Group remuneration policy | 98.79% | 1.21% | 71.29% | 0.00% |
| Ordinary resolution 7.2: | 213 214 129 | 2 522 084 | 215 736 213 | 9 737 |
| Approval of the Remuneration Implementation Report | 98.83% | 1.17% | 71.29% | 0.00% |
| Special resolution 1: | 215 734 247 | 10 903 | 215 745 150 | 800 |
| General authority to repurchase shares | 99.99% | 0.01% | 71.30% | 0.00% |
| Ordinary resolution 8: | 215 735 513 | 1 500 | 215 737 013 | 8 937 |
| Final dividend | 100% | 0.00% | 71.30% | 0.00% |
| Ordinary resolution 9: | 215 735 341 | - | 215 735 341 | 10 609 |
| Directors' authority to implement resolutions | 100% | 0.00% | 71.29% | 0.00% |
Dividend currency conversion rates and timetable
The final dividend of US 1.5 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 1 December 2025, being the currency conversion date, are as follows:
| Exchange rate | Dividend per share in payment currency | |
| South Africa - JSE | ZAR 17.07920/US$ | 25.61880 South African cents per share |
| United Kingdom - LSE | GBP 0.75654/US$ | 1.13481 pence per share |
The timetable for payment of the dividend is as follows:
| Declaration and currency conversion date | Thursday, 1 December 2025 |
| Currency conversion rates announced | Thursday, 19 February 2026 |
| Last day to trade cum- dividend rights on the JSE | Tuesday, 24 February 2026 |
| Last day to trade cum- dividend rights on the LSE | Wednesday, 25 February 2026 |
| Shares will trade ex- dividend rights on the JSE from | Wednesday, 25 February 2026 |
| Shares will trade ex- dividend rights on the LSE from | Thursday, 26 February 2026 |
| Record date for payment on both JSE and LSE | Friday, 27 February 2026 |
| Dividend payment date | Wednesday, 11 March 2026 |
No dematerialisation or rematerialisation of shares within Strate will be permitted between Wednesday, 25 February 2026 and Friday, 27 February 2026, both days inclusive.
No transfers between registers will be permitted between Thursday, 19 February 2026 and Friday,
27 February 2026, 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. Funds will be paid from Cyprus.
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 25.61880 South African cents per share. Therefore, the net dividend of 20.49504 South African cents per share will be paid after 5.12376 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 25.61880 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 2026, of which 296 259 295 carry voting rights and are eligible to receive dividends.
Paphos, Cyprus
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