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MERAFE RESOURCES LIMITED - Results of the annual general meeting

Release Date: 22/05/2020 16:40
Code(s): MRF     PDF:  
 
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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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