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 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.