PAN AFRICAN RESOURCES PLC

NOTICE TO THE ANNUAL GENERAL MEETING AND FORM OF PROXY

for the year ended 30 June 2019

PROFITABLE • SUSTAINABLE • STAKEHOLDERS • GROWTH

PAN AFRICAN RESOURCES NOTICE TO THE ANNUAL GENERAL MEETING AND FORM OF PROXY 2019

NON-EXECUTIVE DIRECTORS FOR RE-ELECTION

HESTER HICKEY (65) Non-executive and lead independent director	THABO MOSOLOLI (49) Non-executive
CA(SA), BCompt (Hons)	BCom (Hons), CA(SA)
Date of appointment 12 April 2012	Date of appointment 9 December 2013
Significant directorships ▸ Northam Platinum Limited ▸ Cashbuild Limited ▸ Barloworld Limited ▸ African Dawn Capital Limited (resigned on 31 August 2019)	Significant directorship ▸ Chief operating officer of Sun International (for the South African operations)
Skills and experience Hester worked at AngloGold Ashanti, initially as group internal audit manager and later as executive officer: head of risk. Prior to this, she worked at Ernst & Young and Liberty Life and was acting head of internal audit at Transnet. In her early career she lectured at the University of Witwatersrand, was a partner at Ironside Greenwood and was the national technical and training manager at BDO Spencer Steward. Hester has also served as chairperson of SAICA	Skills and experience Thabo brings a wealth of experience in financial management, corporate governance and audit, having qualified as a chartered accountant with KPMG in 1994. Since then, he has served on various boards as a member and chairman of audit committees in the resources and other industries in South Africa. He continues to operate MFT Investment Holdings, a family-owned investment company strategically placed to capitalise on BBBEE investment opportunities
Independent	Independent
Experience ▸ Finance and accounting ▸ Risk management ▸ Governance and regulation ▸ Business and strategy ▸ Leadership ▸ Taxation	Experience ▸ Finance and accounting ▸ Governance and regulation ▸ Business and strategy ▸ Leadership

PAN AFRICAN RESOURCES NOTICE TO THE ANNUAL GENERAL MEETING AND FORM OF PROXY 2019

YVONNE THEMBA (54) Non-executive	CHARLES NEEDHAM (65) Non-executive
BA, MBA	Articles of Clerkship-Accounting, Dip in Mining Taxation
Date of appointment 17 July 2019	Date of appointment 17 July 2019
Significant directorships ▸ Adopt-A-School Foundation (Non-profit organisation) ▸ Canadoce Investments Close Corporation ▸ Bo Themba Projects Proprietary Limited ▸ Clique Marketing Proprietary Limited ▸ Pfortner Solutions Proprietary Limited ▸ Mathomo Packhouse Proprietary Limited ▸ Talamati Asset Managers Proprietary Limited ▸ Talamati Capital Managers Proprietary Limited ▸ Jula Investments Proprietary Limited ▸ Varsbegin Proprietary Limited	Significant directorships ▸ Alphamin Resources Corporation ▸ Divitiae Holdings Limited ▸ Imagined Earth Proprietary Limited ▸ Kinsenda Copper Company SARL ▸ METPROP Proprietary Limited ▸ MetQuip Proprietary Limited ▸ Orpheus Property Holdings Proprietary Limited ▸ Ruashi Holdings Proprietary Limited
Skills and experience Yvonne Themba is currently the executive director of Bo Themba Projects. She was previously responsible for human capital at Phembani Group and Shanduka Group. She headed the group corporate communications department at African Life Assurance Limited and the corporate social investment and corporate communications department at Sanlam. Prior to that she was deputy director of the Life Officers' Association	Skills and experience Charles is currently the chairman of Kinsenda Mining Company and Alphamin Resource Corporation (listed on the Toronto Stock Exchange), and consults to Metorex, a subsidiary of the Jinchuan Group. Previous experience includes 31 years at Metorex, with a spread of mining operations in Namibia, South Africa, Zambia and the Democratic Republic of the Congo. Charles progressively held the positions of group accountant, financial director and ultimately chief executive officer, while at Metorex
Independent	Independent
Experience ▸ Technical and operational ▸ Risk management ▸ Governance and regulation ▸ Environmental and sustainability ▸ Business and strategy ▸ Leadership	Experience ▸ Finance and accounting ▸ Technical and operational ▸ Governance and regulation ▸ Business and strategy ▸ Leadership

PAN AFRICAN RESOURCES NOTICE TO THE ANNUAL GENERAL MEETING AND FORM OF PROXY 2019

NOTICE OF ANNUAL GENERAL MEETING

(NCORPORATED AND REGISTERED IN ENGLAND AND WALES UNDER COMPANIES ACT 1985 with registration number 3937466 on 25 February 2000)

Share code on AIM: PAF
Share code JSE: PAN
ISIN: GB0004300496

Notice is hereby given that the 2019 annual general meeting (AGM) of Pan African Resources PLC (the company) will be held at the offices of Fladgate LLP, 16 Great Queen Street, London WC2B 5DG on Thursday, 28 November 2019 at 11:00 (all times stated are United Kingdom times unless otherwise stated) to consider and, if thought fit, with or without modification, transact the following business:

ORDINARY BUSINESS

To receive and adopt the directors' report, the audited statement of accounts and auditors report for the year ended 30 June 2019.
To approve the payment of a final dividend for the year ended 30 June 2019 of 2.23745 ZAR cents per share.
To re-elect HH Hickey as an independent non-executive director of the company, who retires by rotation pursuant to the articles of association of the company (articles of association).
To re-elect TF Mosololi as an independent non-executive director of the company, who retires by rotation pursuant to the articles of association.
To re-elect CDS Needham as an independent non-executive director of the company, who was appointed since the last AGM.
To re-elect YN Themba as an independent non-executive director of the company, who was appointed since the last AGM.
To re-elect HH Hickey as a member of the audit committee, subject to the passing of ordinary resolution 3.
To re-elect CDS Needham as a member of the audit committee, subject to the passing of ordinary resolution number 5.
To re-elect TF Mosololi as a member of the audit committee, subject to the passing of ordinary resolution 4.
To endorse the company's remuneration policy as set out in the remuneration report for the year ended 30 June 2019.
To endorse the company's remuneration implementation report as set out in the remuneration report for the year ended 30 June 2019.
To appoint PricewaterhouseCoopers LLP as auditor of the company and to authorise the directors to determine their remuneration.

Brief CVs of the directors mentioned in resolutions 3 to 6 above are contained on 12 pages 2 and 3.

SPECIAL BUSINESS

As special business, to consider and if thought fit, to pass the following resolutions of which resolution 13 will be proposed as an ordinary resolution and resolution 14 will be proposed as special resolution:

That the directors be and they are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the Act) to allot equity securities (within the meaning of section 560 of the Act) up to an aggregate nominal amount of GBP4,469,375.07 and that this authority shall be in substitution for any previous authority granted under section 551 of the Act and shall expire on the earlier of 31 December 2020 and the conclusion of the 2020 AGM of the company, save that the company may, prior to such expiry, make an offer or agreement which would or might require equity securities to be allotted after the expiry of this authority and the directors may allot equity securities pursuant to that offer or agreement as if this authority had not

PAN AFRICAN RESOURCES NOTICE TO THE ANNUAL GENERAL MEETING AND FORM OF PROXY 2019

expired; and this authority shall be in substitution for any other authority to allot equity securities pursuant to section 551 of the Act, but shall be without prejudice to the continuing authority of the directors to allot equity securities in pursuance of an offer or agreement made before the expiry of the authority pursuant to which such offer or agreement was made.

That the company or any of its subsidiaries be generally and unconditionally authorised for purposes of section 701 of the Act to make market purchases (as defined in section 693(4) of the Act) of ordinary shares of the company on such terms and in such a manner as the directors shall determine, provided that:
the maximum aggregate value of ordinary shares which may be purchased is GBP1,117,343.77 (representing approximately 5% of the issued share capital of the company at the date of this notice)
the minimum price (excluding expenses) which may be paid for such ordinary share is 1 pence
the maximum price (excluding expenses) which may be paid for such ordinary share does not exceed: (i) 5% above the average closing price of such shares for the five business days on the London Stock Exchange prior to the date of purchase; and (ii) that stipulated by the EU Commission-adopted Regulatory Technical Standards pursuant to article 5(6) of the Market Abuse Regulation
this authority shall expire on the earlier of 31 December 2020 and the conclusion of the 2020 AGM, unless such authority is renewed prior to that time (except in relation to the purchase of ordinary shares the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry)
any market purchases by the company, or any of its subsidiaries, of ordinary shares in the company as contemplated in this resolution shall comply, to the extent required, with the provisions of the JSE Listings Requirements pertaining to the general authority to repurchase securities for cash, which in summary provide as follows:
Such repurchases are effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the company and a counterparty, unless the JSE otherwise permits
The company and its subsidiaries are enabled by their articles of association to acquire such shares
Such repurchases are made at a price no greater than 10% above the weighted average market price at which the company's shares traded on the JSE over the five business days immediately preceding the date on which the transaction is effected
At any point in time, the company appoints only one agent to effect any repurchase on the company's behalf
The directors will ensure that a resolution by the board of directors (the board) was taken authorising such repurchases, confirming that the company and/or its subsidiaries engaged in such repurchases have passed solvency and liquidity tests and confirming that since such tests were performed there have been no material adverse changes to the financial position of the company and its subsidiaries (the group)
Such repurchases are not conducted during prohibited periods as defined by the JSE Listings Requirements, unless the company has complied with the conditions set out in paragraph 5.72(h) of the JSE Listings Requirements.

The other general information referred to in paragraph 11.26(b) of the JSE Listings Requirements regarding the company is contained elsewhere in the integrated annual report, as follows:

major shareholders on page 218 of the 2019 integrated annual report
company share capital on page 180 of the 2019 integrated annual report.

DIRECTORS' RESPONSIBILITY STATEMENT

The directors of the company, whose names are given on page 130 of the group's 2019 integrated annual report, collectively and individually accept full

PAN AFRICAN RESOURCES NOTICE TO THE ANNUAL GENERAL MEETING AND FORM OF PROXY 2019

NOTICE OF ANNUAL GENERAL MEETING continued

responsibility for the accuracy of the information given in this notice, and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this notice contains all information required by the JSE Listings Requirements.

MATERIAL CHANGE

The directors of the company confirm that there has not been any material change in the financial or trading position of the company and its subsidiaries that has occurred between the end of the last financial period and the date of this notice.

The intention of the directors is that the repurchase of the company's shares will be effected within the parameters laid down by resolution 14 as well as by the Act, the JSE Listings Requirements and the board, as and when the directors of the company deem such repurchases to be appropriate, having regard for prevailing market and business conditions. The directors will ensure that the requisite prior resolution of the board has been taken authorising such repurchases, confirming that the company and its subsidiaries engaged in such repurchases have passed the solvency and liquidity test and confirming that since such tests were performed, there have been no material adverse changes to the financial position of the group.

After considering the effect of a general repurchase within the parameters set out above, the directors are of the view that for a period of at least 12 months after the date of the AGM referred to in this notice:

the company and the group would in the ordinary course of their business be able to pay their debts
the consolidated assets of the company and the group would exceed the consolidated liabilities of the company and the group respectively, such assets and liabilities being fairly valued and recognised and measured in accordance with the accounting policies used in the 2019 audited annual financial statements of the company and the group
the issued capital and reserves of the company and the group would be adequate for the purposes of the company and the group's ordinary business
the company and the group's working capital would be adequate for ordinary business purposes.

Note

The company will publish an announcement complying with the JSE Listings Requirements if and when an initial and successive 3% tranche(s) of its shares have been repurchased in terms of the aforementioned general authority.

APPROVALS REQUIRED FOR RESOLUTIONS

The ordinary resolutions contained in this notice of AGM require the approval of more than fifty percent (50%) of the total votes cast on the resolution by shareholders present or represented by proxy at the AGM. The special resolutions contained in this notice of AGM require the approval of at least seventy-five percent (75%) of the total votes cast on the resolutions by the shareholders present or represented by proxy at the AGM.

FOR SOUTH AFRICAN SHAREHOLDERS

Record date

The record date for the purpose of determining which shareholders are entitled to receive the convening notice of the AGM is Friday, 18 October 2019.

The record date for the purpose of determining which shareholders are entitled to participate in and vote at the meeting is Friday, 26 November 2019 (the voting record date).

Therefore, the last day to trade in the company's shares in order to be recorded as a shareholder by the voting record date, is Tuesday, 19 November 2019.

VOTING AT THE MEETING

Your broker or CSDP should contact you to ascertain how you wish to cast your vote at the meeting and should thereafter cast your vote in accordance with your instructions. If you have not been contacted by your broker or CSDP, it is advisable for you to contact your broker or CSDP and furnish it with your voting instructions.

If your broker or CSDP does not obtain voting instructions from you, it will be obliged to vote in accordance with the instructions contained in the custody agreement concluded between you and your broker or CSDP. You must not complete the attached form of proxy.

PAN AFRICAN RESOURCES NOTICE TO THE ANNUAL GENERAL MEETING AND FORM OF PRIDXY 2019

ATTENDANCE AND REPRESENTATION AT THE MEETING

In accordance with the mandate between you and your broker or CSDP, you must advise your broker or CSDP if you wish to attend the meeting and if so, your broker or CSDP will issue the necessary letter of representation to you to attend and vote at the meeting.

APPOINTING A PROXY

If you would like to vote on the resolutions to be proposed at the AGM but cannot attend the AGM, you should appoint a proxy to exercise all or any of your rights to attend, speak and vote at the AGM.

For shareholders on the UK share register, unlike previous years, and in order to reduce the Company's environmental impact, you will not receive a hard copy form of proxy for the 2019 AGM in the post automatically. Instead, you will be able to appoint a proxy electronically using the link www.signalshares.com. Details of how to appoint a proxy in this way are set out on 18 pages 10 to 12 of this document. Alternatively, you may request a hard copy form of proxy directly from our UK Registrar, Link Asset Services. Details of how to request, and complete, a hard copy form of proxy are set out on 18 pages 10 and 11 of this document. Voting by proxy prior to the AGM does not affect your right to attend the AGM and vote in person should you so wish. All proxy instructions must be received by the Registrars by no later than 11:00 on 26 November 2019.

By order of the board

St James's Corporate Services Limited

St James's Corporate Services Limited
Company secretary

18 September 2019

Suite 31 Second Floor 107 Cheapside London
England EC2V 6DN

PAN AFRICAN RESOURCES NOTICE TO THE ANNUAL GENERAL MEETING AND FORM OF PROXY 2019

NOTICE OF ANNUAL GENERAL MEETING continued

EXPLANATORY NOTES TO THE NOTICE OF AGM

1. Directors' report and accounts (resolution 1)

This resolution will be proposed as an ordinary resolution. The directors of the company (the directors) are required by the UK Companies Act 2006 to present to the meeting, the directors' and auditor's reports and the audited accounts for the year ended 30 June 2019. The report of the directors and the audited accounts for the year ended 30 June 2019 have been approved by the directors and the report of the auditor has been approved by the auditor, and a copy of each of these documents may be found in the integrated annual report and accounts of the company, for the year ended 30 June 2019.

2. Approval of final dividend (resolution 2)

A final dividend can only be paid after it has been approved by the shareholders. A final dividend of 2.23745 ZAR cents per share in respect of the year ended 30 June 2019 is recommended by the directors.

3. Director re-election (resolutions 3 and 4)

These resolutions will be proposed as ordinary resolutions. Article 123 of the articles of association states that at each AGM one-third of the directors (or, if their number is not a multiple of three, the number of directors nearest to but not greater than one-third, unless their number is fewer than three, in which case one director) shall retire from office by rotation. Accordingly, HH Hickey and TF Mosololi retire by rotation and offer themselves for re-election under this provision.

4. Director re-election (resolutions 5 and 6)

These resolutions will be proposed as ordinary resolutions. Article 130 of the articles of association states that the directors may appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing board, but so that the total number of directors does not exceed the maximum number fixed by or in accordance with these articles. The director shall hold office only until the next following AGM and shall then be eligible for re-election. Accordingly, having been appointed since the last AGM, CDS Needham and YN Themba retire and offer themselves for re-election under this provision.

Biographical details of all the directors for the year ended 30 June 2019 are set out on pages 2 and 3.

5. Audit committee members re-election (resolutions 7, 8 and 9)

These resolutions will be proposed as ordinary resolutions. In accordance with good corporate governance subject where it is necessary to their re-appointment as directors of the company in terms of the resolutions proposed in resolutions 2 to 5 above, to confirm by separate resolutions the appointment of the stated directors to the company's audit committee for the period until the next AGM of the company.

6. Endorsement of the remuneration policy as contained in the remuneration report (resolution 10)

This resolution will be proposed as an ordinary resolution. This resolution will approve, by way of an advisory non-binding vote, the company's remuneration policy as set out on page 114 of the 2019 integrated annual report for the year ended 30 June 2019, in terms of King IV™ principles and the JSE Listings Requirements.

In the event that 25% or more of the votes are cast against the resolution, the company undertakes to engage with shareholders as to the reasons therefore, and undertakes to make recommendations based on the feedback received.

7. Endorsement of the remuneration implementation report (resolution 11)

This resolution will be proposed as an ordinary resolution. This resolution will approve, by way of an advisory non-binding vote, the company's remuneration implementation report as set out on page 123 of the 2019 integrated annual report for the year ended 30 June 2019, in terms of the King IV™ and the JSE Listings Requirements.

In the event that 25% or more of the votes are cast against resolution 11, the company undertakes to engage with shareholders as to the reasons therefore, and undertakes to make recommendations based on the feedback received.

PAN AFRICAN RESOURCES NOTICE TO THE ANNUAL GENERAL MEETING AND FORM OF PROXY 2019

8. Appointment and remuneration of auditors (resolution 12)

This resolution will be proposed as an ordinary resolution. This resolution proposes the appointment of PricewaterhouseCoopers LLP as auditor of the company and, in accordance with standard practice, gives authority to the directors to determine their remuneration.

The audit committee recommends such re-appointment following its review of the auditor and individual designated partners as required in terms of paragraph 22.15 of the JSE Listings Requirements.

9. Authority to allot shares (resolution 13)

This resolution will be proposed as an ordinary resolution. Resolution 13 enables the directors to allot equity securities (including new ordinary shares). The total nominal amounts are specified rather than the total number of shares in order that the resolution does not need to be amended if the company consolidates or sub-divides its shares. The nominal amount specified in this resolution is twenty percent of the company's issued ordinary share capital.

10. Authority to repurchase shares (resolution 14)

This resolution will be proposed as a special resolution. The company's articles of association contain a provision allowing the company, or any of its subsidiaries, to purchase its own shares subject to the prior authority of the members having been obtained. In accordance with the board's previous practice, resolution 14 is for seeking general authority to effect such purchases within the limits set out in this resolution.

Purchases pursuant to the proposed authority will only be made after the most careful consideration, where the directors believed purchases were in the best interests of the company and its shareholders. The directors consider that it is prudent to obtain the proposed authority, although the board has no present intention of exercising this authority.

The Act permits companies to hold in treasury any shares acquired by way of market purchases, rather than having to cancel them. Treasury shares continue to exist as shares, but are owned by the company itself, and can only be sold by the company for cash as an alternative to listing new shares. Section 727 of the Act permits a company at any time to sell shares from treasury for cash (subject to statutory pre-emption provisions), to transfer shares from treasury for the purposes of an employee share scheme, or to cancel them. If the company were to repurchase any of its own shares pursuant to the authority conferred by resolution 14, the company would consider at that time whether to hold those shares as treasury shares or to cancel them. The company, however, would be likely to hold them as treasury shares unless there were some exceptional and unforeseen reasons at the time of purchase which meant that it would not be in the interests of the company to do so. This would give the company the ability to sell treasury shares quickly, with the proceeds of the sale (up to the amount which was initially paid for them by the company) being credited back to the company's distributable reserves and would provide the company with additional flexibility in the management of its capital base. Where considered appropriate, treasury shares may be issued or transferred for the purpose of the company's employee share plans rather than issuing new shares or purchasing shares on the open market.

No dividends will be paid on shares whilst held in treasury and no voting rights will be exercised in respect of treasury shares.

The authority sought under resolutions 13 and 14 will expire at the earlier of 31 December 2020 and the conclusion of the 2020 AGM.

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NOTICE OF ANNUAL GENERAL MEETING continued

NOTES

Entitlement to attend and vote

In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001 (Uncertificated Securities Regulations), only those members entered in the register of members of the company as at close of business on Tuesday, 26 November 2019, and in the case of an adjourned meeting, two days before such adjourned meeting, shall be entitled to attend, speak and vote at the AGM in respect of the number of shares registered in their name at that time. Changes to the register of members after the close of business on Tuesday, 26 November 2019, or if the AGM is adjourned, after close of business on the day two days before the adjourned meeting, shall be disregarded in determining the rights of any person to attend, speak and vote at the AGM.

Appointment of proxies

If you are a member of the company at the time set out in note I above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the AGM and you should have received a proxy form with this notice of AGM.

You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.

A proxy does not need to be a member of the company but must attend the AGM to represent you. Details of how to appoint the chairman of the AGM or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the AGM you will need to appoint your own choice of proxy (not the chairman) and give your instructions directly to them.
You may appoint more than one proxy, provided that each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you may photocopy this form.
A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If you either select the 'Discretionary' option or if no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the AGM.
Any corporation which is a member of the company can appoint one or more corporate representative(s) who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
A member of the company may not use any electronic address provided either in this notice of AGM or any related documents (including the proxy form) to communicate with the company for any purpose other than those expressly stated.
In order for a proxy appointment to be valid, your appointment must be received no later than 11:00 on Tuesday, 26 November 2019 or, in the event that the AGM is adjourned, by no later than 48 hours (excluding non-business days) before the time of any adjourned AGM or, in the case of a poll taken otherwise than at or on the same day as the AGM or adjourned AGM, for the taking of the poll at which it is to be used.

Shareholders registered on the UK share register

Appointment of a proxy online

Members may appoint a proxy online at www.signalshares.com (the "website") by following the on-screen instructions, in particular at the 'Proxy Voting' link, by no later than the deadline set out in the paragraph above. In order to appoint a proxy using the website, members will need to log into their Signal Shares account, or register if they have not previously done so. In order to register members will need to identify themselves with their Investor Code which is detailed on their share certificate or available from our UK Registrar, Link Asset Services, on Tel: 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate. Lines are open between 09:00 – 17:30, Monday to Friday excluding public holidays in England and Wales.

Appointment of proxy using hard-copy proxy form

You may request a hard copy form of proxy directly from our UK Registrar, Link Asset Services, on Tel: 0371 664 0300 or by emailing [email protected]. Calls are

PAN AFRICAN RESOURCES NOTICE TO THE ANNUAL GENERAL MEETING AND FORM OF PROXY 2019

charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate. Lines are open between 09:00 – 17:30, Monday to Friday excluding public holidays in England and Wales.

To be effective the completed and signed form of proxy must be lodged at the office to Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU (together with any power of attorney or other authority under which it is signed or a notarially certified copy of such power or authority) by no later than the deadline set out above. Alternatively, you may send any document or information relating to proxies to the electronic address indicated on the hard copy form of proxy.

To appoint more than one proxy using a hard-copy form of proxy you may photocopy the form of proxy. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. If possible, all forms should be returned together in the same envelope.

Appointment of a proxy through CREST

CREST members who wish to appoint and/or give instructions to a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) thereof by using the procedures described in the CREST Manual and by logging on to the following website: www.euroclear.com. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (the CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's (Euroclear) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction

given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by Link Asset Services (ID RA10) by no later than 48 hours (excluding non-working days) before the time of the AGM or any adjournment of that meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Link Asset Services is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s) to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as is necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this regard, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) or the Uncertificated Securities Regulations 2001.

Shareholders on the South African share register

The notes to the proxy form explain how to direct your proxy to vote on each resolution or withhold their vote. To appoint a proxy using the proxy form, the form must be:
completed and signed; and
sent or delivered to Computershare Investor Services Proprietary Limited, The Towers, 15 Biermann Avenue, Rosebank, Johannesburg 2196, South Africa (PO Box 61051, Marshalltown 2107, South Africa) no later than 11:00 on Tuesday, 26 November 2019.

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NOTICE OF ANNUAL GENERAL MEETING continued

In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.

Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

Appointment of proxy by joint members

In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the company's register of members in respect of the joint holding (the first-named being the most senior).

Changing proxy instructions

To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions. Any amended proxy appointment received after the relevant cut-off time will be disregarded.

Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact Link Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or Computershare Investor Services Proprietary Limited, The Towers, 15 Bierman Avenue, Rosebank, Johannesburg 2196, South Africa (PO Box 61051, Marshalltown 2107, Johannesburg, South Africa).

If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Termination of proxy appointments

In order to revoke a proxy instruction, you will need to inform the Registrar by sending a signed hard-copy notice clearly stating your intention to revoke your proxy appointment as above. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.

Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.

The revocation notice must be received by Link Asset Services or Computershare Investor Services Proprietary Limited no later than 11:00 on Tuesday, 26 November 2019. If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.

Appointment of a proxy does not preclude you from attending the AGM and voting in person. If you have appointed a proxy and attend the AGM in person, your proxy appointment will automatically be terminated.

Issued shares and total voting rights

As at close of business on Friday, 11 October 2019, the company's issued share capital comprised 2,234,687,537 ordinary shares of 1 pence each. Each ordinary share carries the right to one vote at an AGM of the company and, therefore, the total number of voting rights in the company as at close of business on Friday, 11 October 2019 was 2,234,687,537.

Directors' interests and documents on display

A statement or summary of transactions of directors (and their family interests) in the share capital of the company and copies of their service contracts will be available for inspection at the company's registered office during normal business hours (Saturdays, Sundays and public holidays excepted) from the date of this notice until the conclusion of the AGM and will also be available for inspection at the place of the AGM for at least 15 minutes prior to and during the meeting.

PAN AFRICAN RESOURCES NOTICE TO THE ANNUAL GENERAL MEETING AND FORM OF PROXY 2019

SOUTH AFRICA

FORM OF PROXY

PAN AFRICAN RESOURCES PLC

(Incorporated and registered in England and Wales under Companies Act 1985 with registration number 3937466 on 25 February 2000)

Share code on AIM: PAF
Share code JSE: PAN
ISIN: GB0004300496

This form of proxy is for use by South African certificated shareholders and South African own name dematerialised shareholders only.

I/We, the undersigned, being a member of the above-named company, hereby appoint the chairman of the meeting or (see notes I and 3).

Name of proxy

Number of shares proxies appointed over

as my/our proxy to attend, speak and vote on my/our behalf at the annual general meeting (AGM) of Pan African Resources PLC (the company) to be held at the offices of Fladgate LLP, 16 Great Queen Street, London WC2B 5DG at 11:00 on Thursday, 28 November 2019 and at any adjournment thereof.

If you wish to appoint multiple proxies please see note I below.

☐ Please also tick here if you are appointing more than one proxy.

The proxy will vote on the undermentioned resolutions, as indicated.

Ordinary business		For	Against	Voting withheld*	Discretionary**
1.	To receive the accounts and the reports of the directors of the company (the directors) and auditor thereon
2.	To approve the payment of a final dividend for the year ended 30 June 2019
3.	To re-elect HH Hickey as a director of the company
4.	To re-elect TF Mosololi as a director of the company
5.	To re-elect CDS Needham as a director of the company
6.	To re-elect YN Themba as a director of the company
7.	To re-elect HH Hickey as a member of the audit committee
8.	To re-elect CDS Needham as a member of the audit committee
9.	To re-elect TF Mosololi as a member of the audit committee
10.	To endorse the company's remuneration policy

PAN AFRICAN RESOURCES NOTICE TO THE ANNUAL GENERAL MEETING AND FORM OF PROXY 2019

FORM OF PROXY continued

Ordinary business		For	Against	Voting withheld*	Discretionary**
I 1.	To endorse the company's remuneration implementation report
I 2.	To appoint PricewaterhouseCoopers LLP as auditor of the company and to authorise the directors to determine their remuneration
Special business
I 3.	To authorise the directors to allot equity securities
I 4.	To approve market purchases of ordinary shares

If this form is signed and returned without any indication as to how the proxy shall vote, he or she will exercise his or her discretion both as to how he or she votes and whether or not he or she abstains from voting.

The 'Vote withheld' option is to enable you to abstain on the specified resolution. Please note a 'Vote withheld' has no legal effect and will not be counted in the votes 'For' and 'Against'.
** If you select 'Discretionary' or fail to select any of the given options, the proxy is authorised to vote (or abstain from voting) at his or her discretion on the specified resolution. The proxy is also authorised to vote (or abstain from voting) on any other business, which may properly come before the meeting.

Print name

(BLOCK CAPITALS)

Signature

Address

Dated this

day of

2019

PAN AFRICAN RESOURCES NOTICE TO THE ANNUAL GENERAL MEETING AND FORM OF PROXY 2019

NOTES TO THE FORM OF PROXY

To appoint as a proxy a person other than the chairman of the meeting insert the full name in the space provided. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. A proxy need not be a member of the company.
This form is for use of shareholders only and will be used only in the event of a poll being directed or demanded.
You may, if you wish, delete the words 'the chairman of the meeting' and substitute the name(s) of your choice. Please initial such alteration.
To be effective, this form of proxy must be lodged at the company's Registrars, Link Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or Computershare Investor Services Proprietary Limited, The Towers, 15 Bierman Avenue, Rosebank, Johannesburg 2196, South Africa not later than 48 hours before the start of the meeting.
In the case of a corporation, the form must be executed under its common seal or under the hand of an officer or attorney duly authorised in writing.
In the case of joint holders, the signature of any of them will suffice but the names of all joint holders should be shown. The vote of the senior joint holder who tenders a vote whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
Dematerialised shareholders in South Africa who are not own name dematerialised shareholders and who wish to attend the AGM should instruct their CSDP or broker to issue them with the necessary authority to attend the meeting in person, in the manner stipulated in the custody agreement governing the relationship between such shareholders and their CSDP or broker. These instructions must be provided to the CSDP or broker by the cut-off time and date advised by the CSDP or broker for instructions of this nature. Dematerialised shareholders in South Africa who are not own name dematerialised shareholders and who cannot attend but who wish to vote at the AGM should provide their CSDP or broker with their voting instructions, in the manner stipulated in the custody agreement governing the relationship between such shareholders and their CSDP or broker. These instructions must be provided to the CSDP or broker by the cut-off time and date advised by the CSDP or broker for instructions of this nature.
Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual.

PAN AFRICAN RESOURCES NOTICE TO THE ANNUAL GENERAL MEETING AND FORM OF PROXY 2019

FORWARD-LOOKING STATEMENTS

Statements in this report that address exploration activities, mining potential and future plans and objectives of Pan African Resources are forward-looking statements and forward-looking information that involve various risks, assumptions and uncertainties and are not statements of fact.

The directors and management of Pan African Resources believe that the expectations expressed in such forward-looking statements or forward-looking information are based on reasonable assumptions, expectations, estimates and projections. These statements, however, should not be construed as being guarantees or warranties (whether expressed or implied) of future performance.

There can be no assurance that such statements will prove to be accurate and actual values, results and future events could differ materially from those anticipated in these statements. Important factors that could cause actual results to differ materially from statements expressed in this report include, among others:

the actual results of exploration activities
technical analysis
the lack of availability to Pan African Resources of necessary capital on acceptable terms
general economic, business and financial market conditions
political risks
industry trends
competition
changes in government regulations
delays in obtaining governmental approvals
interest rate fluctuations
currency fluctuations
changes in business strategy or development plans and other risks.

Although Pan African Resources has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. Pan African Resources is not obliged to publicly update any forward-looking statements included in this report, or revise any changes in events, conditions or circumstances on which any such statements are based, occurring after the publication date of this report, other than as required by regulation.

SHAREHOLDERS' DIARY

Financial year-end
30 June 2019

Results announcement
18 September 2019

Integrated annual report posted
28 October 2019

Annual general meeting
28 November 2019

Interim results announcement
18 February 2020

AI assistant

PAN AFRICAN RESOURCES PLC — Proxy Solicitation & Information Statement 2019

48786_rns_2019-10-31_348e36c7-87b9-4ccc-9302-9be8914e9414.pdf

NOTICE TO THE ANNUAL GENERAL MEETING AND FORM OF PROXY

NON-EXECUTIVE DIRECTORS FOR RE-ELECTION

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY BUSINESS

SPECIAL BUSINESS

DIRECTORS' RESPONSIBILITY STATEMENT

NOTICE OF ANNUAL GENERAL MEETING continued

MATERIAL CHANGE

Note

APPROVALS REQUIRED FOR RESOLUTIONS

FOR SOUTH AFRICAN SHAREHOLDERS

Record date

VOTING AT THE MEETING

ATTENDANCE AND REPRESENTATION AT THE MEETING

APPOINTING A PROXY

NOTICE OF ANNUAL GENERAL MEETING continued

EXPLANATORY NOTES TO THE NOTICE OF AGM

1. Directors' report and accounts (resolution 1)

2. Approval of final dividend (resolution 2)

3. Director re-election (resolutions 3 and 4)

4. Director re-election (resolutions 5 and 6)

5. Audit committee members re-election (resolutions 7, 8 and 9)

6. Endorsement of the remuneration policy as contained in the remuneration report (resolution 10)

7. Endorsement of the remuneration implementation report (resolution 11)

8. Appointment and remuneration of auditors (resolution 12)

9. Authority to allot shares (resolution 13)

10. Authority to repurchase shares (resolution 14)

NOTICE OF ANNUAL GENERAL MEETING continued

NOTES

Entitlement to attend and vote

Appointment of proxies

Shareholders registered on the UK share register

Appointment of a proxy online

Appointment of proxy using hard-copy proxy form

Appointment of a proxy through CREST

Shareholders on the South African share register

NOTICE OF ANNUAL GENERAL MEETING continued

Appointment of proxy by joint members

Changing proxy instructions

Termination of proxy appointments

Issued shares and total voting rights

Directors' interests and documents on display

SOUTH AFRICA

FORM OF PROXY

FORM OF PROXY continued

NOTES TO THE FORM OF PROXY

FORWARD-LOOKING STATEMENTS

SHAREHOLDERS' DIARY

COMPANY INFORMATION

PAN AFRICAN RESOURCES PLC

CORPORATE OFFICE

CHIEF EXECUTIVE OFFICER

FINANCIAL DIRECTOR

COMPANY SECRETARY

JSE SPONSOR

REGISTERED OFFICE

PUBLIC AND INVESTOR RELATIONS SA

PUBLIC AND INVESTOR RELATIONS UK

NOMINATED ADVISER AND JOINT BROKER

JOINT BROKERS

PAN AFRICAN RESOURCES PLC

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PAN AFRICAN RESOURCES PLC Proxy Solicitation & Information Statement 2019