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 17 March 2023 and tabled at the
Company’s AGM held at 11:00 today, 17 May 2023 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:           1 910 081 550          76.43%          99.98%          0.02%           0.08%
 Adoption of the Group
 audited annual financial
 statements for the year
 ended 31 December 2022

 Ordinary resolution 2.1:         1 911 277 770          76.48%          93.71%          6.29%           0.03%
 Re-election of Ms
 Matsotso Vuso as a
 director of the Company

 Ordinary resolution 2.2:         1 911 317 770          76.48%          99.98%          0.02%           0.03%
 Re-election of Mr Jeffrey
 Mclaughlan as a director
 of the Company

 Ordinary resolution 2.3:         1 911 277 770          76.48%          99.95%          0.05%           0.03%
 Re-election of Mr Katlego
 Tlale as a director of the
 Company

 Ordinary resolution 3.1:         1 911 177 770          76.47%          93.17%          6.83%           0.03%
 Re-appointment of Ms
 Matsotso Vuso as a
 member of the Audit and
 Risk Committee

 Ordinary resolution 3.2:         1 911 177 770          76.47%          99.95%          0.05%           0.03%
 Re-appointment of Mr
 Katlego Tlale as a
 member of the Audit and
 Risk Committee

 Ordinary resolution 3.3:         1 911 177 770          76.47%          99.95%          0.05%           0.03%
 Appointment of Ms
 Nonhlanhla Mabusela-
 Aikhuere as a member of
 the Audit and Risk
 Committee

 Ordinary resolution 4:           1 911 317 770          76.48%          99.27%          0.73%           0.03%
 Re-appointment of
 Deloitte and Touche Inc.
 as the external registered
 auditors of the Company
 and Ms Tumellano
 Lavhengwa as the
 designated audit partner

 Ordinary resolution 5:           1 911 157 370          76.47%          99.98%          0.02%           0.03%
 Authority to sign all
 documents required to
 give effect to all the
 resolutions contained in
 the notice of AGM

 Ordinary resolution 6.1:         1 909 250 292          76.40%          98.41%          1.59%           0.11%
 Non-binding advisory vote
 on the Company’s
 remuneration policy

 Ordinary resolution 6.2:         1 909 250 292          76.40%          98.41%          1.59%           0.11%
 Non-binding advisory vote
 on the Company’s
 remuneration
 implementation report

 Special resolution 1.1:          1 910 088 292          76.43%          99.80%          0.20%           0.08%
 Approval of non-executive
 directors’ fees –
 Chairperson of the board
 of directors of Merafe
 (“Board”)

 Special resolution 1.2:          1 910 088 292          76.43%          99.78%          0.22%           0.08%
 Approval of non-executive
 directors’ fees – Board
 member

 Special resolution 1.3:          1 910 088 292          76.43%          99.80%          0.20%           0.08%
 Approval of non-executive
 directors’ fees – Audit and
 Risk Committee
 chairperson

 Special resolution 1.4:          1 910 088 292          76.43%          99.80%          0.20%           0.08%
 Approval of non-executive
 directors’ fees – Audit and
 Risk Committee member

 Special resolution 1.5:          1 910 088 292          76.43%          99.80%          0.20%           0.08%
 Approval of non-executive
 directors’ fees –
 Remuneration and
 Nomination Committee
 chairperson

 Special resolution 1.6:          1 910 090 292          76.43%          99.80%          0.20%           0.08%
 Approval of non-executive
 directors’ fees –
 Remuneration and
 Nomination Committee
 member

 Special resolution 1.7:          1 910 228 292          76.44%          99.80%          0.20%           0.07%
 Approval of non-executive
 directors’ fees – Social,
 Ethics and Transformation
 Committee chairperson

 Special resolution 1.8:          1 910 230 292          76.44%          99.80%          0.20%           0.07%
 Approval of non-executive
 directors’ fees – Social,
 Ethics and Transformation
 Committee member

 Special resolution 2:            1 910 186 692          76.43%          97.87%          2.13%           0.07%
 Loans or other financial
 assistance to related or
 inter-related companies

 Special resolution 3:            1 911 215 770          76.48%          99.00%          1.00%           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” 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
17 May 2023

Sponsor
One Capital

Date: 17-05-2023 02:55:00
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