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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, other than for special resolution
numbers 1.1 to 1.8, all the ordinary and special resolutions proposed in the notice of the annual general
meeting (“AGM”) dated 6 March 2020 and tabled at the Company’s AGM held on Friday, 22 May 2020 were
passed by the requisite majority of votes cast by Shareholders.
Special resolution numbers 1.1 to 1.8 (fees payable to the non-executive directors of the Company) were
not passed by the requisite majority. Accordingly, the fees approved by Shareholders at the Annual General
Meeting held on 15 May 2019 will continue to apply.
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: 2 149 759 839 85.62% 99.98% 0.02% 0.12%
Adoption of the Group
audited annual financial
statements for the year
ended 31 December 2019
Ordinary resolution 2.1: 2 151 613 935 85.70% 92.51% 7.49% 0.05%
Re-election of Ms Mpho
Mosweu as a director of
the Company
Ordinary resolution 2.2: 2 151 637 553 85.70% 97.02% 2.98% 0.04%
Re-election of Mr Shaun
Blankfield as a director of
the Company
Ordinary resolution 2.3: 2 151 635 553 85.70% 92.51% 7.49% 0.04%
Re-election of Mr Abiel
Mngomezulu as a director
of the Company
Ordinary resolution 3.1: 2 151 611 134 85.70% 97.02% 2.98% 0.05%
Appointment of Mr Jeff
Mclaughlan as a director
of the Company
Resolutions Number of Percentage Percentage Percentage Abstentions
shares voted of shares of shares of shares
voted voted voted
“For” “Against”
Ordinary resolution 4.1: 2 151 613 935 85.70% 90.46% 9.54% 0.05%
Re-appointment of Ms
Matsotso Vuso as a
member of the Audit and
Risk Committee
Ordinary resolution 4.2: 2 151 611 935 85.70% 96.79% 3.21% 0.05%
Re-appointment of Ms
Grathel Motau as a
member of the Audit and
Risk Committee
Ordinary resolution 4.3: 2 151 551 935 85.70% 96.85% 3.15% 0.05%
Re-appointment of Ms
Belese Majova as a
member of the Audit and
Risk Committee
Ordinary resolution 5: 2 150 392 035 85.65% 91.05% 8.95% 0.09%
Re-appointment of
Deloitte and Touche Inc.
as the external registered
auditors of the Company
and the appointment of Mr
Eugene Zungu as the
designated audit partner
Ordinary resolution 6: 2 151 637 253 85.70% 99.94% 0.06% 0.04%
Authority to sign all
documents required to
give effect to all the
resolutions contained in
the notice of AGM
Ordinary resolution 7: 2 151 619 553 85.70% 90.42% 9.58% 0.04%
Approval of the
amendments to the
Merafe Resources Limited
Share Incentive Scheme
2010
Ordinary resolution 8.1: 2 151 504 253 85.69% 87.87% 12.13% 0.05%
Non-binding advisory vote
on the Company’s
remuneration policy
Resolutions Number of Percentage Percentage Percentage Abstentions
shares voted of shares of shares of shares
voted voted voted
“For” “Against”
Ordinary resolution 8.2: 2 151 778 643 85.70% 85.45% 14.55% 0.04%
Non-binding advisory vote
on the Company’s
remuneration
implementation report
Special resolution 1.1: 2 151 502 853 85.69% 71.51% 28.49% 0.05%
Approval of non-executive
directors’ fees – Board
chairperson
Special resolution 1.2: 2 151 502 853 85.69% 71.51% 28.49% 0.05%
Approval of non-executive
directors’ fees – Board
member
Special resolution 1.3: 2 151 502 853 85.69% 71.51% 28.49% 0.05%
Approval of non-executive
directors’ fees – Audit and
Risk Committee
chairperson
Special resolution 1.4: 2 151 447 853 85.69% 71.51% 28.49% 0.05%
Approval of non-executive
directors’ fees – Audit and
Risk Committee member
Special resolution 1.5: 2 151 502 853 85.69% 71.51% 28.49% 0.05%
Approval of non-executive
directors’ fees –
Remuneration and
Nomination Committee
chairperson
Special resolution 1.6: 2 151 502 853 85.69% 71.51% 28.49% 0.05%
Approval of non-executive
directors’ fees –
Remuneration and
Nomination Committee
member
Resolutions Number of Percentage Percentage Percentage Abstentions
shares voted of shares of shares of shares
voted voted voted
“For” “Against”
Special resolution 1.7: 2 151 572 853 85.70% 71.51% 28.49% 0.05%
Approval of non-executive
directors’ fees – Social,
Ethics and Transformation
Committee chairperson
Special resolution 1.8: 2 151 572 853 85.70% 71.51% 28.49% 0.05%
Approval of non-executive
directors’ fees – Social,
Ethics and Transformation
Committee member
Special resolution 2: 2 151 505 853 85.69% 94.48% 5.52% 0.05%
Loans or other financial
assistance to related or
inter-related companies
Special resolution 3: 2 151 688 853 85.70% 97.32% 2.68% 0.04%
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.
Sandton
22 May 2020
Sponsor
One Capital
Date: 22-05-2020 04:40:00
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