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 Date: 05/05/2017 09:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 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