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Results of the annual general meeting

Published: 2022-05-18 14:49:24 ET

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 22 March 2022 and tabled at the
Company’s AGM held at 11:00 on Wednesday, 18 May 2022 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:        1 878 150 157          75.15%          99.99%          0.01%           0.09%
 Adoption of the Group
 audited annual financial
 statements for the year
 ended 31 December 2021

 Ordinary resolution 2.1:      1 878 150 157          75.15%          95.15%          4.85%           0.09%
 Re-election of Mr Abiel
 Mngomezulu as a director
 of the Company

 Ordinary resolution 2.2:      1 878 150 157          75.15%          97.97%          2.03%           0.09%
 Re-election of Mr Jeffrey
 Mclaughlan as a director
 of the Company

 Ordinary resolution 2.3:      1 878 150 157          75.15%          97.95%          2.05%           0.09%
 Re-election of Mr Katlego
 Tlale as a director of the
 Company

 Ordinary resolution 3.1:      1 878 290 157          75.16%          99.92%          0.08%           0.08%
 Appointment of Ms
 Nonhlanhla Mabusela-
 Aikhuere as a director of
 the Company




                                                                                                         1
Resolutions                    Number of     Percentage   Percentage   Percentage   Abstentions
                             shares voted     of shares    of shares    of shares
                                                  voted        voted        voted
                                                               “For”    “Against”

Ordinary resolution 3.2:     1 878 289 107      75.16%       99.93%        0.07%         0.08%
Appointment of Mr David
McGluwa as a director of
the Company

Ordinary resolution 3.3:     1 878 150 157      75.15%       99.93%        0.07%         0.09%
Appointment of Mr Daniel
Green as a director of the
Company

Ordinary resolution 4.1:     1 878 150 157      75.15%       97.97%        2.03%         0.09%
Re-appointment of Mr
Katlego Tlale as a
member of the Audit and
Risk Committee

Ordinary resolution 4.2:     1 878 150 157      75.15%       91.20%        8.80%         0.09%
Re-appointment of Ms
Matsotso Vuso as a
member of the Audit and
Risk Committee

Ordinary resolution 4.3:     1 878 150 157      75.15%       97.96%        2.04%         0.09%
Appointment of Ms
Nonhlanhla Mabusela-
Aikhuere as a member of
the Audit and Risk
Committee

Ordinary resolution 5:       1 878 210 741      75.15%       99.55%        0.45%         0.09%
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:       1 878 210 741      75.15%       99.99%        0.01%         0.09%
Authority to sign all
documents required to
give effect to all the
resolutions contained in
the notice of AGM



                                                                                            2
Resolutions                     Number of     Percentage   Percentage   Percentage   Abstentions
                              shares voted     of shares    of shares    of shares
                                                   voted        voted        voted
                                                                “For”    “Against”

Ordinary resolution 7.1:      1 877 360 157      75.12%       96.20%        3.80%         0.12%
Non-binding advisory vote
on the Company’s
remuneration policy

Ordinary resolution 7.2:      1 877 360 157      75.12%       96.45%        3.55%         0.12%
Non-binding advisory vote
on the Company’s
remuneration
implementation report

Special resolution 1.1:       1 876 984 157      75.11%       99.73%        0.27%         0.14%
Approval of non-executive
directors’ fees – Board
chairperson

Special resolution 1.2:       1 876 984 157      75.11%       99.73%        0.27%         0.14%
Approval of non-executive
directors’ fees – Board
member

Special resolution 1.3:       1 876 984 157      75.11%       97.71%        2.29%         0.14%
Approval of non-executive
directors’ fees – Audit and
Risk Committee
chairperson

Special resolution 1.4:       1 876 984 157      75.11%       97.72%        2.28%         0.14%
Approval of non-executive
directors’ fees – Audit and
Risk Committee member

Special resolution 1.5:       1 876 984 157      75.11%       99.73%        0.27%         0.14%
Approval of non-executive
directors’ fees –
Remuneration and
Nomination Committee
chairperson




                                                                                             3
 Resolutions                    Number of      Percentage      Percentage      Percentage    Abstentions
                              shares voted      of shares       of shares       of shares
                                                    voted           voted           voted
                                                                    “For”       “Against”

 Special resolution 1.6:     1 876 984 157          75.11%          99.73%          0.27%           0.14%
 Approval of non-executive
 directors’ fees –
 Remuneration and
 Nomination Committee
 member

 Special resolution 1.7:     1 877 124 157          75.11%          99.73%          0.27%           0.13%
 Approval of non-executive
 directors’ fees – Social,
 Ethics and Transformation
 Committee chairperson

 Special resolution 1.8:     1 877 144 157          75.11%          99.73%          0.27%           0.13%
 Approval of non-executive
 directors’ fees – Social,
 Ethics and Transformation
 Committee member

 Special resolution 2:       1 877 312 457          75.12%          97.48%          2.52%           0.12%
 Loans or other financial
 assistance to related or
 inter-related companies

 Special resolution 3:       1 878 210 741          75.15%          99.26%          0.74%           0.09%
 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 2022

Sponsor
One Capital




                                                                                                       4

Enhanced Investments, Inc.
329 South Oyster Bay Road #2085
Plainview, NY 11803
team@eninvs.com

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All statements made via social media sites sponsored or maintained by Enhanced Investments and its affiliates are for informational purposes only and do not constitute a comprehensive description of Enhanced Investments' investment advisory services.
Certain investments are not suitable for all investors. Before investing, consider your investment objectives and applicable fees. The rate of return on investments can vary widely over time, especially for long term investments. Investment losses are possible, including the potential loss of all amounts invested. Information provided by Enhanced Investments is for informational and general educational purposes only and is not investment or financial advice.