MERAFE RESOURCES LIMITED - Resignation of a director, results of AGM, details of engagement with shareholders and section 45 notice

Release Date: 08/05/2018 16:30
Code(s): MRF
 
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Resignation of a director, results of AGM, details of engagement with shareholders and section 45 notice

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”)

RESIGNATION OF A DIRECTOR, RESULTS OF ANNUAL GENERAL MEETING, DETAILS OF
ENGAGEMENT WITH SHAREHOLDERS AND NOTICE TO SHAREHOLDERS IN TERMS OF
SECTION 45 OF THE COMPANIES ACT

RESIGNATION OF A NON-EXECUTIVE DIRECTOR

In terms of paragraph 3.59 of the JSE Limited Listings Requirements (“Listings Requirements”),
shareholders are hereby advised that Ms Karabo Nondumo has tendered her resignation as an
independent non-executive director of the Company, effective today, Tuesday, 8 May 2018.

The board of directors of the Company (“Board”) would like to thank Ms Nondumo for her invaluable
contribution to the Company and wishes her every success in her future endeavours.

The Company has commenced a recruitment exercise to find a suitable successor and accordingly, an
announcement will be made following such appointment.

In light of Ms Nondumo’s resignation, ordinary resolution 3.2 as proposed in the notice of annual general
meeting (“AGM”) dated 6 March 2018, relating to the appointment of Ms Nondumo as a member of the
Audit and Risk Committee of the Company, was withdrawn prior to voting at the AGM held today,
Tuesday, 8 May 2018.

RESULTS OF ANNUAL GENERAL MEETING

Merafe is pleased to advise its shareholders that all the ordinary and special resolutions proposed in the
notice of AGM (save for ordinary resolution 3.2 which was withdrawn) and tabled at the Company’s AGM
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:       2 100 437 571         83.66%      100.00%       0.00%         0.13%
Adoption of the Group
audited annual financial
statements for the year
ended 31 December 2017

Ordinary resolution 2.1:      2 101 000 394        83.68%       99.04%        0.96%         0.11%
Re-election of Mr Chris
Molefe as a director of the
Company

Ordinary resolution 2.2:       2 102 370 994       83.74%       99.87%        0.13%         0.06%
Re-election of Mr Shaun
Blankfield as a director of
the Company

Ordinary resolution 3.1:       2 101 010 394       83.68%       99.96%        0.04%         0.11%
Appointment of Ms Belese
Majova as a member of the
Audit and Risk Committee

Ordinary resolution 3.3:       2 101 010 394       83.68%       99.96%        0.04%         0.11%
Appointment of Mr Abiel
Mngomezulu as a member
of the Audit and Risk
Committee

Ordinary resolution 4:         2 038 401 270       81.19%       87.49%       12.51%         2.60%
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 5:          2 101 518 294      83.70%       99.96%        0.04%         0.09%
Authority to sign all
documents required to give
effect to all the resolutions
contained in the notice of
AGM

Ordinary resolution 6.1*:       2 101 342 199      83.70%       74.00%       26.00%         0.10%
Non-binding advisory vote
on the Company’s
remuneration policy

Ordinary resolution 6.2:        2 100 902 199      83.68%       87.88%       12.12%         0.11%
Non-binding advisory vote
on the Company’s
remuneration
implementation report

Special resolution 1.1:         2 102 417 509      83.74%       99.97%        0.03%         0.05%
Approval of non-executive
directors’ fees - Board
chairperson

Special resolution 1.2:         2 101 495 509      83.70%       99.97%        0.03%         0.09%
Approval of non-executive
directors’ fees - Board
member

Special resolution 1.3:         2 101 495 509      83.70%       99.96%        0.04%         0.09%
Approval of non-executive 
directors’ fees – Audit and
Risk Committee
chairperson

Special resolution 1.4:         2 101 495 509      83.70%       99.96%        0.04%         0.09%
Approval of non-executive
directors’ fees – Audit and
Risk Committee member

Special resolution 1.5:         2 101 495 509      83.70%       99.96%        0.04%         0.09%
Approval of non-executive
directors’ fees –
Remuneration and
Nomination Committee
chairperson

Special resolution 1.6:         2 101 495 509      83.70%       99.96%        0.04%         0.09%
Approval of non-executive
directors’ fees –
Remuneration and
Nomination Committee
member

Special resolution 1.7:         2 101 485 709      83.70%       99.96%        0.04%         0.09%
Approval of non-executive
directors’ fees – Social,
Ethics and Transformation
Committee chairperson

Special resolution 1.8:         2 101 485 709      83.70%       99.96%        0.04%         0.09%
Approval of non-executive
directors’ fees – Social,
Ethics and Transformation
Committee member

Special resolution 2:           2 101 429 609      83.70%       99.07%        0.93%         0.09%
Loans or other financial
assistance to related or
inter-related companies

Special resolution 3:           2 101 956 951      83.72%       99.07%        0.93%         0.07%
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.

*As a result of more than 25% of the votes cast against ordinary resolution number 6.1, in accordance
with the King IV Report on Corporate Governance for South Africa, 2016 and paragraph 3.84(k) of the
Listings Requirements, Merafe invites the shareholders who voted against ordinary resolution number 6.1
to engage with the Company regarding their views on Merafe’s remuneration policy. Shareholders may
forward their concerns / questions regarding Merafe’s remuneration policy to the Company via email at
kajal@meraferesources.co.za by close of business on Tuesday, 22 May 2018.

NOTICE TO SHAREHOLDERS IN TERMS OF SECTION 45 OF THE COMPANIES ACT

Notice is hereby given, in terms of section 45 of the Companies Act, 2008, as amended (“Companies
Act”), that pursuant to the authority granted at the AGM, the Board has approved, in accordance with
section 45 of the Companies Act, the provision of financial assistance to related and inter-related
companies up to an amount not exceeding R2,5 billion, at any time and from time to time during the
period 9 May 2018 to 9 May 2019. 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 8 May 2018.

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 Companies Act and detailed in
section 4 of the Companies Act; and that the terms under which such assistance is proposed to be given
are fair and reasonable to the Company.


Sandton
8 May 2018

Sponsor
One Capital

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