MERAFE RESOURCES LIMITED - Results of Annual General Meeting (AGM) and Notice to Shareholders in terms of Section 45 of the Companies Act

Results of Annual General Meeting (AGM) 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 8 March 2016 and tabled at the
Company’s AGM held on Thursday, 5 May 2016 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
Financial Statements for the year        2,019,615,192       80.44%     100.00%         0.00%       0.00%
ended 31 December 2015
Ordinary Resolution 2.1: To re-appoint   2,019,615,192       80.44%      99.86%         0.14%       0.00%
Ms B Majova as a director
Ordinary Resolution 2.2: To re-appoint   2,019,615,192       80.44%      99.97%         0.03%       0.00%
Ms K Nondumo as a director
Ordinary Resolution 3: To confirm the
appointment of Mr S Blankfield as a      2,019,615,192       80.44%      97.91%         2.09%       0.00%
director
Ordinary Resolution 4.1: Appointment
of Audit and Risk committee member –     2,019,615,192       80.44%      99.70%         0.30%       0.00%
Ms B Majova
Ordinary Resolution 4.2: Appointment
of Audit and Risk committee member –     2,019,615,192       80.44%      99.72%         0.28%       0.00%
Ms K Nondumo
Ordinary Resolution 4.3: Election of
Audit and Risk committee member – Mr A   2,019,615,192       80.44%      99.77%         0.23%       0.00%
Mngomezulu
Ordinary Resolution 5: Re-appointment    2,019,615,192       80.44%      91.39%         8.61%       0.01%
of independent external auditors KPMG
Ordinary Resolution 6: Approval of       2,019,615,192       80.44%      86.67%       13.33%        0.02%
non-binding remuneration policy
Special Resolution 1.1: Approval of
non-executive director’s fees - Board    2,019,615,192       80.44%     100.00%         0.00%       0.02%
Chairperson
Special Resolution 1.2: Approval of
non-executive director’s fees - Board    2,019,615,192       80.44%     100.00%         0.00%       0.02%
Member
Special Resolution 1.3: Approval of
non-executive director’s fees - Audit    2,019,615,192       80.44%     100.00%         0.00%       0.02%
and Risk Committee Chairperson
Special Resolution 1.4: Approval of
non-executive director’s fees - Audit    2,019,615,192       80.44%     100.00%         0.00%       0.02%
and Risk Committee Member
Special Resolution 1.5: Approval of
non-executive director’s fees -
Remuneration and Nominations Committee    2,019,615,192       80.44%     100.00%         0.00%       0.02%
Chairperson
Special Resolution 1.6: Approval of
non-executive director’s fees -
Remuneration and Nominations Committee     2,019,615,192        80.44%     100.00%       0.00%          0.02%
Member
Special Resolution 1.7: Approval of
non-executive director’s fees -
Social, Ethics and Transformation          2,019,615,192        80.44%     100.00%       0.00%          0.02%
Committee Chairperson
Special Resolution 1.8: Approval of
non-executive director’s fees -
Social, Ethics and Transformation          2,019,615,192        80.44%     100.00%       0.00%          0.02%
Committee Member
Special Resolution 2: Approval of
loans or other financial assistance to     2,019,615,192        80.44%     100.00%       0.00%          0.00%
related or inter-related companies
Special Resolution 3: Approval of
general authority to repurchase            2,019,615,192        80.44%       97.59        2.41          0.00%
Company shares
Ordinary Resolution 7: Authority to
sign all documents required to give        2,019,615,192        80.44%     100.00%       0.00%          0.00%
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 5 May 2016, 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 R1.4 billion, at
any time and from time to time during the period 5 May 2016 to 5 May 2017. The
total value, if utilized, will exceed 1/10th of 1% of the Company’s net worth as at
the date of the board resolution, being 5 May 2016.

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
5 May 2016

Sponsor:
Merrill Lynch South Africa Proprietary Limited

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