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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 and A2X 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 15 March 2024 and tabled at the
Company's AGM held at 11:00 today, 15 May 2024 were passed by the requisite majority of votes cast by
Shareholders present or represented by proxy.
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: 1 802 328 253 72.12% 99.99% 0.01% 0.04%
Adoption of the Group
audited annual financial
statements for the year
ended 31 December 2023
Ordinary resolution 2.1: 1 803 350 307 72.16% 99.95% 0.05% 0.00%
Re-election of Mr Daniel
Green as a director of the
Company
Ordinary resolution 2.2: 1 803 350 307 72.16% 99.99% 0.01% 0.00%
Re-election of Mr
David McGluwa as a
director of the Company
Ordinary resolution 3: 1 803 299 226 72.16% 99.99% 0.01% 0.00%
Confirmation of
appointment of Mr
Stephen Phiri as a
director of the Company
Ordinary resolution 4.1: 1 803 299 226 72.16% 92.93% 7.07% 0.00%
Election of Ms Matsotso
Vuso as a member of the
Audit and Risk Committee
Ordinary resolution 4.2: 1 803 299 226 72.16% 99.97% 0.03% 0.00%
Election of Mr Katlego
Tlale as a member of the
Audit and Risk Committee
Ordinary resolution 4.3: 1 803 299 226 72.16% 99.99% 0.01% 0.00%
Election of Ms Nonhlanhla
Mabusela-Aikhuere as a
member of the Audit and
Risk Committee
Ordinary resolution 5: 1 803 350 307 72.16% 99.28% 0.72% 0.00%
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 6: 1 803 299 226 72.16% 99.91% 0.09% 0.00%
Authority to sign all
documents required to
give effect to all the
resolutions contained in
the notice of AGM
Ordinary resolution 7.1: 1 802 561 226 72.13% 97.55% 2.45% 0.03%
Non-binding advisory vote
on the Company's
remuneration policy
Ordinary resolution 7.2: 1 802 549 026 72.13% 97.55% 2.45% 0.03%
Non-binding advisory vote
on the Company's
remuneration
implementation report
Special resolution 1.1: 1 803 311 026 72.16% 99.99% 0.01% 0.00%
Approval of non-executive
directors' fees –
Chairperson of the board
of directors of Merafe
("Board")
Special resolution 1.2: 1 803 299 026 72.16% 99.99% 0.01% 0.00%
Approval of non-executive
directors' fees – Board
member
Special resolution 1.3: 1 803 311 026 72.16% 99.99% 0.01% 0.00%
Approval of non-executive
directors' fees – Audit and
Risk Committee
chairperson
Special resolution 1.4: 1 803 311 026 72.16% 99.99% 0.01% 0.00%
Approval of non-executive
directors' fees – Audit and
Risk Committee member
Special resolution 1.5: 1 803 311 026 72.16% 99.99% 0.01% 0.00%
Approval of non-executive
directors' fees –
Remuneration and
Nomination Committee
chairperson
Special resolution 1.6: 1 803 311 026 72.16% 99.99% 0.01% 0.00%
Approval of non-executive
directors' fees –
Remuneration and
Nomination Committee
member
Special resolution 1.7: 1 803 311 026 72.16% 99.99% 0.01% 0.00%
Approval of non-executive
directors' fees – Social,
Ethics and Transformation
Committee chairperson
Special resolution 1.8: 1 803 311 026 72.16% 99.99% 0.01% 0.00%
Approval of non-executive
directors' fees – Social,
Ethics and Transformation
Committee member
Special resolution 2: 1 803 350 107 72.16% 99.43% 0.57% 0.00%
Loans or other financial
assistance to related or
inter-related companies
Special resolution 3: 1 803 362 107 72.16% 99.73% 0.27% 0.00%
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.
Abiel Mngomezulu, Merafe's outgoing chairman, commented "This is my last Merafe AGM. I have served
on the Board since September 2010 and as chairman since May 2019 and it is the right time for me to step
down. I am handing over the baton to the capable hands of Steve Phiri. I wish to thank management and
my fellow directors for their support and contributions over the years."
Zanele Matlala, Merafe's Chief Executive Officer, commented "On behalf of the Board, I would like to thank
Mr Mngomezulu for his unstinting service as a Board member and chairman and wish him well for the
future. At the same time, I would like to welcome Steve as chairman and look forward to working with him
going forward."
Sandton
15 May 2024
Sponsor
One Capital
Date: 15-05-2024 04:40:00
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