Final ordinary cash dividend declaration and a share repurchaseTHUNGELA RESOURCES LIMITED(Incorporated in the Republic of South Africa)Registration number: 2021/303811/06JSE Share Code: TGALSE Share Code: TGAISIN: ZAE000296554Tax number: 9111917259('Thungela' or the 'Company' and, together with its affiliates, the 'Group')FINAL ORDINARY CASH DIVIDEND DECLARATION AND A SHARE REPURCHASEFinal ordinary cash dividend declarationThe Thungela board of directors approved the declaration of a final gross ordinary cashdividend of 1,100.00 cents per share (South African rand). The dividend has beendeclared from retained earnings accrued during the year ended 31 December 2024.The Company's issued share capital at the declaration date is 140,492,585 ordinaryshares.The salient dates pertaining to the cash dividend are as follows: JSE LSEDeclaration of ordinary cash dividend Monday, 17 March 2025 Monday, 17 March 2025and currency conversion rateannouncedLast day for trading to qualify and Tuesday, 22 April 2025 Wednesday, 23 April 2025participate in the dividendTrading ex-dividend commences Wednesday, 23 April 2025 Thursday, 24 April 2025Record date to participate in the Friday, 25 April 2025 Friday, 25 April 2025dividendPayment date to shareholders Tuesday, 29 April 2025 Monday, 12 May 2025No transfers of shareholdings to and from the South African or the United Kingdom (UK)register will be permitted between Tuesday, 22 April 2025 and Friday, 25 April 2025(both dates inclusive). Share certificates may not be dematerialised or rematerialisedbetween Wednesday, 23 April 2025 and Friday, 25 April 2025 (both dates inclusive).The salient dates have been set as above in order to allow non-South African residentshareholders sufficient time to apply for a reduced rate of dividend withholding tax in theevent that they may qualify for this.The dividend is payable in South African rand to shareholders recorded as such on theregister on the record date and whose shares are held through Central SecuritiesParticipants and brokers traded on the JSE.Shareholders on the UK register of members will be paid in Pound sterling. The Poundsterling cash equivalent will be calculated using the following exchange rate:GBP1:ZAR23.66630, being the five-day (business days) average GBP:ZAR exchangerate (as quoted by Bloomberg) up to Thursday, 13 March 2025.Shareholders are encouraged to ensure that their bank mandates or internationalpayment instructions have been recorded by their service provider or registrars beforethe last day to trade for this dividend. Electronic payments ensure more efficient andtimely payment. It should be noted that cheques are no longer permitted to be issued orprocessed by South African banks; in the UK, registrars will still issue and post chequesin the absence of specific mandates or payment instructions.Share repurchaseThe Group will implement a share repurchase (share buyback), subject to favourablemarket conditions, in the period commencing 18 March 2025 and, unless revised orterminated earlier, ending 4 June 2025, being the last trading day prior to the Group'snext annual general meeting ("AGM") that will take place on 5 June 2025. Theaggregate purchase price of all shares repurchased will be no greater than R300million.The repurchase of Thungela shares will take place on the Johannesburg StockExchange ("JSE") through the order book operated by the JSE trading system and isbeing undertaken pursuant to the general authority from Thungela shareholders by wayof a shareholders' special resolution passed at the Company's AGM on 4 June 2024,allowing the Group to repurchase up to 10% of the issued share capital of the Companyin any one financial year, subject to certain limitations ("Authority"). The repurchases willbe made by Thungela Operations Proprietary Limited (a subsidiary of the Group).Pursuant to the JSE Listings Requirements, the maximum price which may be paid forany repurchase under the Authority may not exceed a price which is 10% above thevolume weighted average trading price of the shares on the JSE for the five businessdays immediately preceding the date of such repurchase.In compliance with paragraph 11.27 of the JSE Listings Requirements, the Group willannounce when share repurchases cumulatively reach 3% of the number of shares inissue as at the date of the Authority, and any 3% increments thereafter.Tax treatment for shareholders on the South African registerThe dividend will have no tax consequences for Thungela, but will be subject to 20%withholding tax for shareholders who are not exempt from dividends tax, or who do notqualify for a reduced rate of withholding tax in terms of any applicable agreement for theavoidance of double taxation concluded between South Africa and the shareholder'scountry of residence.Should dividend withholding tax be withheld at a rate of 20%, the net dividend amountdue to shareholders is 880.00 cents per share (South African rand) – 1,100.00 centsgross dividend per share less 220.00 cents dividend withholding tax per share.Tax treatment for shareholders on the UK registerThungela has retained Computershare UK as an intermediary to receive and processthe relevant prescribed declarations and forms as set out below. Any reference below todocumentation, which is required to be submitted to Thungela, should therefore besubmitted to Computershare UK.Non-South African tax resident shareholders will be paid the dividend subject to 20%withholding tax for shareholders. However, non-South African tax resident shareholdersmay be entitled to a reduced rate of dividends tax due to the provisions of an applicabletax treaty.Shareholders who qualify for an exemption from dividends tax in terms of section 64F ofthe South African Income Tax Act 58 of 1962 must provide the following:• A declaration that the dividend is exempt from dividends tax.• A written undertaking to inform the regulated intermediary should the circumstances affecting the exemption change or if the beneficial owner ceases to be the beneficial owner, both in the form prescribed by the Commissioner for the South African Revenue Service to the regulated intermediary prior to the required date in order to benefit from the exemption. The prescribed form has been transposed onto the Computershare UK format.Shareholders on the UK register will be sent the required documentation for completionand return to Computershare UK. Qualifying shareholders on the UK register areadvised to arrange for the above mentioned documents to be submitted toComputershare UK by Friday, 25 April 2025.Should dividend withholding tax be withheld at a rate of 20%, the net dividend amountdue to shareholders is 37.18 pence per share (Pound sterling) – 46.48 pence grossdividend per share less 9.30 pence dividend withholding tax per share.By order of the boardDate of SENS release: 17 March 2025DISCLAIMERThe information contained within this announcement is deemed by the Company toconstitute inside information as stipulated under the market abuse regulation (EU) no.596/2014 as amended by the market abuse (amendment) (UK mar) regulations 2019.Upon the publication of this announcement via the regulatory information service, thisinside information is now considered to be in the public domain.Transfer secretaries (UK)Computershare Investor ServicesEmail: WebCorres@computershare.co.ukTransfer secretaries (South Africa)Computershare Investor Services Proprietary LimitedEmail: Web.Queries@computershare.co.zaInvestor relationsHugo NunesEmail: hugo.nunes@thungela.comShreshini SinghEmail: shreshini.singh@thungela.comMediaHulisani RasivhagaEmail: hulisani.rasivhaga@thungela.comUK Financial adviser and corporate brokerPanmure Liberum LimitedTel: +44 20 3100 2000SponsorRand Merchant Bank(A division of FirstRand Bank Limited)Tel: +27 11 282 8000Date: 17-03-2025 09:01:00Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
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