MERAFE RESOURCES LIMITED - Results of the annual general meeting

Results of the annual general meeting

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”)

RESULTS OF THE ANNUAL GENERAL MEETING

Merafe is pleased to advise its shareholders (“Shareholders”) that all the ordinary and special resolutions
proposed in the notice of the annual general meeting (“AGM”) dated 5 March 2021 and tabled at the
Company’s AGM held on Tuesday, 18 May 2021 were passed by the requisite majority of votes cast by
Shareholders.

As published on SENS on 8 March 2021, Ms Belese Majova, an independent non-executive director, and
Ms Mpho Mosweu, a non-executive director, have retired as members of the board of directors of Merafe
(“Board”) at the Company’s AGM and have not offered themselves for re-election.

The Board thanks Ms Majova and Ms Mosweu for their contributions and wishes them well in their future
endeavours.

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:         2 032 480 053         80.95%          100.00%       0.00%           0.07%
Adoption of the Group
audited annual financial
statements for the year
ended 31 December 2020

Ordinary resolution 2:         2 033 832 460         81.01%          93.24%        6.76%           0.02%
Re-election of Ms
Matsotso Vuso as a
director of the Company

Ordinary resolution 3:         2 032 616 671         80.96%          96.89%        3.11%           0.06%
Appointment of Mr
Katlego Tlale as a director
of the Company

Ordinary resolution 4.1:       2 033 832 460         81.01%          96.89%        3.11%           0.02%
Appointment of Mr
Katlego Tlale as a
member of the Audit and
Risk Committee

Ordinary resolution 4.2:       2 033 832 460          81.01%          89.90%        10.10%         0.02%
Re-appointment of Ms
Matsotso Vuso as a
member of the Audit and
Risk Committee

Ordinary resolution 5:         2 033 832 460           81.01%         99.79%        0.21%         0.02%
Re-appointment of
Deloitte and Touche Inc.
as the external registered
auditors of the Company
and Ms Carmeni Naidoo
Bester as the designated
audit partner

Ordinary resolution 6:         2 033 693 460            81.00%         99.94%       0.06%         0.02%
Authority to sign all
documents required to
give effect to all the
resolutions contained in
the notice of AGM

Ordinary resolution 7.1:       2 032 955 260            80.97%         96.53%       3.47%         0.05%
Non-binding advisory vote
on the Company’s
remuneration policy

Ordinary resolution 7.2:       2 032 981 260            80.97%          96.70%      3.30%         0.05%
Non-binding advisory vote
on the Company’s
remuneration
implementation report

Special resolution 1.1:        2 033 431 260            80.99%         99.94%       0.06%         0.03%
Approval of non-executive
directors’ fees – Board
chairperson

Special resolution 1.2:        2 033 626 260            81.00%         99.94%      0.06%         0.02%
Approval of non-executive
directors’ fees – Board
member

Special resolution 1.3:        2 033 626 260            81.00%         96.85%        3.15%         0.02%
Approval of non-executive
directors’ fees – Audit and
Risk Committee
chairperson

Special resolution 1.4:        2 033 626 260            81.00%         96.85%        3.15%         0.02%
Approval of non-executive
directors’ fees – Audit and
Risk Committee member

Special resolution 1.5:        2 033 626 260            81.00%         99.94%        0.06%         0.02%
Approval of non-executive
directors’ fees –
Remuneration and
Nomination Committee
chairperson

Special resolution 1.6:        2 033 626 260            81.00%         99.94%        0.06%         0.02%
Approval of non-executive
directors’ fees –
Remuneration and
Nomination Committee
member

Special resolution 1.7:         2 033 632 460            81.00%        99.89%        0.11%         0.02%
Approval of non-executive
directors’ fees – Social,
Ethics and Transformation
Committee chairperson

Special resolution 1.8:         2 033 632 460            81.00%        99.89%        0.11%         0.02%
Approval of non-executive
directors’ fees – Social,
Ethics and Transformation
Committee member

Special resolution 2:           2 033 762 460            81.00%       99.79%         0.21%         0.02%
Loans or other financial
assistance to related or
inter-related companies

Special resolution 3:           2 033 612 425            81.00%       99.70%        0.30%         0.03%
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” for 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.


Sandton
18 May 2021

Sponsor
One Capital

Date: 18-05-2021 04:35:00
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