MERAFE RESOURCES LIMITED - Results of Annual General Meeting (AGM)

Results of Annual General Meeting (AGM)

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)

Merafe is pleased to advise its shareholders that all the ordinary and special
resolutions proposed in the Notice of the AGM (“Notice”) tabled at the Company’s
AGM held on Friday, 8 May 2015 were passed by the requisite majority of votes cast
by shareholders, with the exception of Ordinary Resolution number 4. Subsequent to
the posting of the Notice, Mr Brian Harvey tendered his resignation from the Merafe
board on 28 April 2015. Ordinary Resolution number 4 was accordingly withdrawn.

Shareholders are further advised of the developments regarding Special Resolution
numbers 1.1 to 1.8 - Approval of fees payable to non-executive directors. The AGM
notice outlined the proposed fees for the financial year ending 31 December 2015,
which were arrived at following the consultation with independent experts regarding
an appropriate fee structure.

The Board of Merafe has resolved to limit the fee increases to 5,5% on average
(excluding the Audit and Risk Committee which has no fee increase), due to concerns
which have been raised by certain shareholders. Accordingly the actual fees paid
will be limited to this level of increase, notwithstanding that approval for the
proposed fee structure as set out in the AGM notice may have been given as per the
votes cast by shareholders.

Voting Results:

Resolutions proposed                         Number of   Percentage   Percentage   Percentage   Percentage
                                          shares voted       shares          For      Against    Abstained
                                                              voted
To receive and adopt the Annual
Financial Statements for the year       1 956 727 887    77.93542%    99.99885%     0.00115%     0.00086%
ended 31 December 2014
Ordinary Resolution 2.1: To re-         1 956 727 887    77.93542%    99.99885%     0.00115%     0.00086%
appoint Mr C Molefe as a director
Ordinary Resolution 2.2: To re-
appoint Mr Z van der Walt as a          1 956 727 887    77.93542%    99.96566%     0.03434%     0.00086%
director
Ordinary Resolution 3: To confirm the
appointment of Ms K Bissessor as a      1 956 727 887    77.93542%    99.99885%     0.00115%     0.00086%
director
Ordinary Resolution 4: To confirm the
appointment elect Mr B Harvey as a      Withdrawn
director
Ordinary Resolution 5.1: Election of
Audit and Risk committee member – Ms    1 956 727 887    77.93542%    99.99885%     0.00115%     0.00086%
B Majova
Ordinary Resolution 5.2: Election of
Audit and Risk committee member – Ms    1 956 727 887    77.93542%    99.84002%     0.15998%     0.00086%
K Nondumo
Ordinary Resolution 5.3: Election of
Audit and Risk committee member – Mr    1 956 727 887    77.93542%    99.72865%     0.27135%     0.00086%
Z van der Walt
Ordinary Resolution 6: Re-appointment   1 803 594 043    71.83618%    95.54023%     4.45977%     6.10010%
of independent external auditors KPMG
Ordinary Resolution 7: Approval of      1 954 110 018    77.83115%    58.39502%    41.60498%     0.10513%
non-binding remuneration policy
Special Resolution 1.1: Approval of
non-executive director’s fees - Board   1 956 727 887    77.93542%    92.65556%     7.34444%     0.00086%
Chairperson
Special Resolution 1.2: Approval of
non-executive director’s fees - Board   1 956 727 887    77.93542%    99.99885%     0.00115%     0.00086%
Member
Special Resolution 1.3: Approval of
non-executive director’s fees - Audit   1 956 727 887    77.93542%    99.99885%     0.00115%     0.00086%
and Risk Committee Chairperson
Special Resolution 1.4: Approval of
non-executive director’s fees - Audit   1 956 727 887    77.93542%    99.99885%     0.00115%     0.00086%
and Risk Committee Member
Special Resolution 1.5: Approval of
non-executive director’s fees -
Remuneration and Nominations            1 956 727 887    77.93542%    92.40187%     7.59813%     0.00086%
Committee Chairperson
Special Resolution 1.6: Approval of
non-executive director’s fees -
Remuneration and Nominations            1 956 727 887    77.93542%    92.40187%     7.59813%     0.00086%
Committee Member
Special Resolution 1.7: Approval of
non-executive director’s fees -
Social, Ethics and Transformation       1 956 727 887    77.93542%    92.40187%     7.59813%     0.00086%
Committee Chairperson
Special Resolution 1.8: Approval of
non-executive director’s fees -
Social, Ethics and Transformation       1 956 727 887    77.93542%    92.40187%     7.59813%     0.00086%
Committee Member
Special Resolution 2: Approval of
loans or other financial assistance     1 956 727 887    77.93542%    99.99808%     0.00192%     0.00086%
to related or inter-related companies
Ordinary Resolution 8: Authority to
sign all documents required to give     1 956 727 887    77.93542%    99.99808%     0.00192%     0.00086%
effect to all resolutions



Company Secretary

11 May 2015

Sponsor:
Merrill Lynch South Africa Proprietary Limited

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