MERAFE RESOURCES LIMITED - Results of the annual general meeting and changes to the board of directors

Results of the annual general meeting and changes to the board of directors

Merafe Resources Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1987/003452/06)
JSE share code: MRF
ISIN: ZAE000060000
(“Merafe” or the “Company” or the “Group”)

RESULTS OF THE ANNUAL GENERAL MEETING AND CHANGES TO THE BOARD OF DIRECTORS



RESULTS OF ANNUAL GENERAL MEETING

Merafe is pleased to advise its shareholders (“Shareholders”) that all the ordinary and special resolutions
proposed in the notice of the annual general meeting (“AGM”) dated 6 March 2019 and tabled at the
Company’s AGM held on Wednesday, 15 May 2019 were passed by the requisite majority of votes cast
by Shareholders.

The voting results with respect to the resolutions were as follows:

Resolutions                      Number of       Percentage       Percentage       Percentage      Abstentions
                               shares voted       of shares        of shares        of shares
                                                      voted            voted           voted
                                                                       “For”        “Against”

Ordinary resolution 1:        2 064 440 924         82.23%            99.98%           0.02%           0.22%
Adoption of the Group
audited annual financial
statements for the year
ended 31 December 2018

Ordinary resolution 2.1:      2 067 770 281         82.36%            99.40%           0.60%           0.08%
Re-election of Mr Abiel
Mngomezulu as a director
of the Company
  
Ordinary resolution 2.2:      2 068 210 281         82.38%            98.75%           1.25%           0.07%
Re-election of Ms Belese
Majova as a director of
the Company

Ordinary resolution 3.1:      2 068 210 281         82.38%            94.84%           5.16%           0.07%
Appointment of Ms
Matsotso Vuso as a
director of the Company

Ordinary resolution 3.2:      2 067 770 281         82.36%            99.88%           0.12%           0.08%
Appointment of Mr Ditabe
Chocho as a director of
the Company

Resolutions                    Number of        Percentage         Percentage     Percentage       Abstentions
                             shares voted        of shares          of shares      of shares
                                                     voted              voted          voted
                                                                        “For”      “Against”

Ordinary resolution 3.3:     2 068 210 281          82.38%             99.96%          0.04%           0.07%
Appointment of Ms
Grathel Motau as a
director of the Company

Ordinary resolution 4.1:     2 068 210 281          82.38%             94.84%         5.16%            0.07%
Appointment of Ms
Matsotso Vuso as a
member of the Audit and
Risk Committee

Ordinary resolution 4.2:     2 068 210 281          82.38%             99.96%         0.04%            0.07%
Appointment of Ms
Grathel Motau as a
member of the Audit and
Risk Committee

Ordinary resolution 4.3:     2 068 210 281          82.38%             98.75%         1.25%            0.07%
Appointment of Ms Belese
Majova as a member of
the Audit and Risk
Committee

Ordinary resolution 5:       2 064 152 596          82.21%             99.18%         0.82%            0.23%
Re-appointment of
Deloitte and Touche Inc.
as the external registered
auditors of the Company
and the appointment of Mr
Patrick Ndlovu as the
designated audit partner

Ordinary resolution 6:       2 068 910 282          82.40%             99.91%         0.09%            0.04%
Authority to sign all
documents required to
give effect to all the
resolutions contained in
the notice of AGM

Ordinary resolution 7.1:     2 068 704 232          82.40%             89.76%        10.24%            0.05%
Non-binding advisory vote
on the Company’s
remuneration policy

Resolutions                     Number of        Percentage        Percentage     Percentage       Abstentions
                              shares voted        of shares         of shares       of shares
                                                      voted             voted          voted
                                                                        “For”       “Against”

Ordinary resolution 7.2:      2 068 266 543          82.38%           91.55%           8.45%            0.07%
Non-binding advisory vote
on the Company’s
remuneration
implementation report

Special resolution 1.1:       2 068 242 431          82.38%           98.30%           1.70%            0.07%
Approval of non-executive
directors’ fees - Board
chairperson

Special resolution 1.2:       2 068 242 431          82.38%           99.93%           0.07%            0.07%
Approval of non-executive
directors’ fees - Board
member

Special resolution 1.3:       2 068 242 431          82.38%           99.95%           0.05%            0.07%
Approval of non-executive
directors’ fees – Audit and
Risk Committee
chairperson

Special resolution 1.4:       2 068 242 431          82.38%           99.95%           0.05%            0.07%
Approval of non-executive
directors’ fees – Audit and
Risk Committee member

Special resolution 1.5:       2 068 242 431          82.38%           99.95%           0.05%            0.07%
Approval of non-executive
directors’ fees –
Remuneration and
Nomination Committee
chairperson

Special resolution 1.6:       2 068 242 431         82.38%            99.95%           0.05%            0.07%
Approval of non-executive
directors’ fees –
Remuneration and
Nomination Committee
member

Special resolution 1.7:       2 068 242 431         82.38%            99.95%           0.05%            0.07%
Approval of non-executive
directors’ fees – Social,
Ethics and Transformation

Resolutions                     Number of         Percentage     Percentage       Percentage       Abstentions
                              shares voted         of shares      of shares        of shares
                                                       voted          voted          voted
                                                                      “For”        “Against”

Committee chairperson

Special resolution 1.8:      2 068 242 431           82.38%          99.95%           0.05%            0.07%
Approval of non-executive
directors’ fees – Social,
Ethics and Transformation
Committee member

Special resolution 2:        2 068 703 032           82.40%          99.98%           0.02%            0.05%
Loans or other financial
assistance to related or
inter-related companies

Special resolution 3:        2 067 962 139           82.37%          99.30%           0.70%            0.08%
General authority to
repurchase Company
shares

Notes:
-   Percentages of shares voted are calculated in relation to the total issued share capital of Merafe.
-   Percentages of shares voted “For” and “Against” each resolution are calculated in relation to the total
    number of shares voted in respect of such resolution.
-   Abstentions are calculated as a percentage in relation to the total issued share capital of Merafe.

CHANGES TO THE BOARD OF DIRECTORS

As announced on SENS on 28 March 2019, the Chairman of the Merafe board of directors (“Board”), Mr
Chris Molefe, retired at the AGM held on 15 May 2019. The Board thanks Chris for his services to Merafe
since his appointment to the Board in 2003. Furthermore, Mr Abiel Mngomezulu has been appointed as
Chairman of the Board and Nomination Committee with effect from 15 May 2019. The Board welcomes
Abiel in his new role. At the same time, Abiel stepped down as Chairman of the Remuneration Committee
(but remain a member thereof) and as a member of the Audit and Risk Committee.

Appointments of a Chairperson to the Remuneration Committee and a member to the Nomination
Committee, to ensure that such committees are properly constituted in accordance with the applicable
requirements, will be made in due course and Shareholders will be informed accordingly.


Sandton
15 May 2019

Sponsor
One Capital

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