MERAFE RESOURCES LIMITED - Results of Annual General Meeting and Notice to Shareholders in terms of section 45 of the Companies Act

Results of Annual General Meeting and Notice to Shareholders in terms of section 45 of the Companies Act

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


RESULTS OF ANNUAL GENERAL MEETING (AGM) AND NOTICE TO SHAREHOLDERS IN TERMS OF
SECTION 45 OF THE COMPANIES ACT

RESULTS OF AGM

Merafe is pleased to advise its shareholders that all the ordinary and special
resolutions proposed in the Notice of the AGM dated 6 March 2017 and tabled at the
Company’s AGM held on Thursday, 4 May 2017 were passed by the requisite majority of
votes cast by shareholders.

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

Resolutions proposed                        Number of    Percentage   Percentage   Percentage   Percentage
                                         shares voted        shares          For      Against   Abstained*
                                                             voted*
To receive and adopt the Annual          2 067 478 646      82.35%      100.00%        0.00%        0.11%
Financial Statements for the year
ended 31 December 2016
Ordinary Resolution 2.1: To re-appoint   2 068 484 314      82.39%      100.00%        0.00%        0.06%
Mr A Mngomezulu as a director
Ordinary Resolution 2.2: To re-appoint   2 068 484 314      82.39%       95.47%        4.53%        0.06%
Ms M Mosweu as a director
Ordinary Resolution 3.1: Appointment     2 068 484 314      82.39%       99.96%        0.04%        0.06%
of Audit and Risk committee member –
Ms B Majova
Ordinary Resolution 3.2: Appointment     2 067 548 563      82.35%       99.69%        0.31%        0.10%
of Audit and Risk committee member –
Ms K Nondumo
Ordinary Resolution 3.3: Election of     2 068 484 314      82.39%      100.00%        0.00%        0.06%
Audit and Risk committee member – Mr A
Mngomezulu
Ordinary Resolution 4: Appointment of    2 009 664 456      80.04%       99.92%        0.08%        2.90%
new independent external auditors
Deloitte & Touche
Ordinary Resolution 5: Approval of       2 068 454 432      82.39%       90.36%        9.64%        0.06%
non-binding remuneration policy
Special Resolution 1.1: Approval of      2 068 579 314      82.39%       99.99%        0.01%        0.05%
non-executive director’s fees - Board
Chairperson
Special Resolution 1.2: Approval of      2 068 584 314      82.39%       99.98%        0.02%        0.05%
non-executive director’s fees - Board
Member
Special Resolution 1.3: Approval of      2 068 188 256      82.37%       99.99%        0.01%        0.07%
non-executive director’s fees - Audit
and Risk Committee Chairperson
Special Resolution 1.4: Approval of      2 068 584 314      82.39%       99.99%        0.01%        0.05%
non-executive director’s fees - Audit
and Risk Committee Member
Special Resolution 1.5: Approval of      2 068 584 314      82.39%       99.99%        0.01%        0.05%
non-executive director’s fees -
Remuneration and Nominations Committee
Chairperson
Special Resolution 1.6: Approval of       2 068 584 314       82.39%      99.99%       0.01%       0.05%
non-executive director’s fees -
Remuneration and Nominations Committee
Member
Special Resolution 1.7: Approval of       2 068 584 314       82.39%      99.99%       0.01%       0.05%
non-executive director’s fees -
Social, Ethics and Transformation
Committee Chairperson
Special Resolution 1.8: Approval of       2 068 584 314       82.39%      99.97%       0.03%       0.05%
non-executive director’s fees -
Social, Ethics and Transformation
Committee Member
Special Resolution 2: Approval of         2 068 484 314       82.39%      99.95%       0.05%       0.06%
loans or other financial assistance to
related or inter-related companies
Special Resolution 3: Approval of         2 067 567 507       82.35%      98.51%       1.49%       0.10%
general authority to repurchase
Company shares
Special Resolution 4: Approval of         2 068 380 308       82.38%     100.00%       0.00%       0.06%
amendments to MOI
Ordinary Resolution 6: Authority to        2 068 484 314      82.39%      99.93%        0.07%       0.06%
sign all documents required to give
effect to all resolutions

* As a percentage of the total number of shares in issue being 2,510,704,248 Merafe ordinary shares

NOTICE TO SHAREHOLDERS

Notice is hereby given, in terms of section 45 of the Companies Act, 2008, as
amended (“the Act”), that pursuant to the authority granted at the AGM of Merafe
held on 4 May 2017, the board of directors of the Company has approved, in
accordance with section 45 of the Act , the provision of financial assistance to
related and inter-related companies up to an amount not exceeding R2 billion, at
any time and from time to time during the period 5 May 2017 to 5 May 2018. The
total value, if utilised, will exceed 1/10th of 1% of the Company’s net worth as at
the date of the board resolution, being 4 May 2017.

The board has confirmed that, after considering the reasonably foreseeable
financial circumstances of the Company, it is satisfied that, immediately after
providing such financial assistance, the Company will satisfy the solvency and
liquidity test, as contemplated in section 45 of the Act and detailed in section 4
of the Act; and that the terms under which such assistance is proposed to be given
are fair and reasonable to the Company.


Company Secretary
Bryanston
4 May 2017

Sponsor:
Merrill Lynch South Africa Proprietary Limited

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