The Remuneration Report is presented in accordance with King IV and with the Companies Amendment Act 16 of 2024 (Companies Amendments Act). A glossary of terms used in this report is contained in our online Integrated Annual Report of 2025, which is on our website. If you are unable to access the online report please note the following key references used: “Policy” or “policy” means the remuneration policy of the Company; the “Company” or “Merafe” means Merafe Resources Limited and its wholly-owned subsidiary; the “Committee” means the Remuneration and Nomination Committee of the Company; the “Board” means the board of directors of the Company; “executive directors” and “nonexecutive directors” means executive and/or non-executive directors of the Company; the “CEO” means the Chief Executive Officer of the Company; and “FD” means the Financial Director of the Company.

The report is presented in three parts:

• The Background statement
• The Remuneration Policy
• The Remuneration Implementation Report

PART 1: Background statement

Business performance for the year

• Profits declined drastically to R143 million for the year, as a result of lower ferrochrome volumes sold and stronger ZAR:USD exchange rates
• The business embarked on a business review process at the beginning of 2025 due to increased competition from China and sustained lower ferrochrome prices
• The result of the business review led to all smelting operations of the Group being suspended from Q2 2025
• There were no fatalities recorded during the year and TRIFR improved by 23% from 2.31 to 1.79
• Ferrochrome production declined by 63% from 301kt to 112kt
• PGM saleable production increased by 10% from 13 557oz to 14 948oz
• Chrome ore production decreased marginally by 2% from 948kt to 932kt

Actions taken by the Committee during the year and proposed changes for 2026

The Committee focused on the following key areas in 2025:

• External benchmark of remuneration policy;
• Reviewed 2024 executive performance against targets and setting 2025 targets;
• Salary reviews, bonus and share awards;
• Reviewed non-executive directors’ fees for submission to the AGM;
• Reviewed of the Committee’s report for inclusion in the Integrated Report; and
• Reviewed of executive directors’ contracts of employment.

The Committee conducted a detailed review of the remuneration policy during the year to ensure that the policy is aligned with developments in best practice, legal and regulatory requirements as well as being competitive, and aligned to shareholder performance and other stakeholder interests.

Several updates to the remuneration policy, particularly in respect of the long-term incentives (LTI), were identified and are proposed for implementation for 2026 in the remuneration policy section of the Remuneration Report. The implementation of an executive minimum shareholding requirements (MSR) policy and enhancements to the malus and clawback policy are also proposed for implementation in 2026 as detailed further in the remuneration policy section of this report.

The Committee, in 2026, will also ensure compliance with sections of the Companies Amendments Act, which are likely to be implemented in 2026. These include key changes for public companies and state-owned entities including:

• mandatory preparation of remuneration policies and reports which require binding shareholder approval by ordinary resolution;
• annual pay gap disclosures; and
• increased accountability for Remuneration Committee members, including a “two-strike” rule for non-executive directors on the Remuneration Committee where a Remuneration Report is voted against in two consecutive years.

Remuneration Consultants

Bowmans conducted a review of the remuneration policy during the year. The Committee is satisfied that its advice was independent and objective.

Statement of voting at annual general meeting

The AGM of the Company for the financial year ended 31 December 2024 was held on 13 May 2025 and the requisite ordinary resolutions of a non‑binding advisory nature endorsing the policy and the Remuneration Implementation Report were each passed by the requisite majority of shareholders, as a result no engagement with dissenting shareholders was required. The remuneration policy resolution (Ordinary Resolution 7.1) was passed by a 90.98% majority, with 68.71% of the Company’s shares being voted. The Remuneration Implementation Report resolution (Ordinary Resolution 7.2) was passed by a 90.98% majority, with 68.71% of the Company’s shares being voted. The special resolutions to approve non‑executive remuneration and remuneration for the Board committees for 2025 were passed by at least 99.57% of the votes.

The Company continues to engage with the Remuneration Report and the policy with its stakeholders.

Statement on achievement of objectives

The Committee is satisfied that the remuneration policy achieved its objectives in 2025.

PART 2: Remuneration policy

Remuneration philosophy, strategy and policy

Remuneration philosophy

The Company’s guiding philosophy is to employ high‑calibre, high‑performing employees who subscribe to the values and culture of our Company. We recognise that our employees are integral to the achievement of our corporate objectives and they are accordingly remunerated for their contribution and the value which they deliver.

Our Company is committed to fair, responsible and transparent remuneration across the business in respect of all employees on all levels. Both the fixed and variable elements of remuneration aim to support Company performance and value creation in the short, medium and long‑term, as well as to support the achievement of strategic objectives within the Company’s risk appetite.

This policy applies to all employees of the Company.

Our remuneration strategy and policy are reviewed at least annually by the Committee to ensure that they are appropriate and relevant in the support of sustainable business performance and in promoting an ethical culture and responsible corporate citizenship.

Remuneration strategy

Our remuneration strategy is designed to be aligned with our business strategy and the execution thereof to promote positive outcomes.

Since we strive to attract, retain, motivate and reward employees for executing our business strategy, their remuneration must clearly be market‑related and independent third parties are used by the Committee for the purpose of benchmarking to the appropriate segment. The general principle of our remuneration strategy is to structure executive and employee remuneration to include:

• a guaranteed annual package and benefits;
• an annual variable performance incentive; and
• ownership of shares through the long‑term incentive scheme, which is based on performance to create a strong alignment with shareholder goals.

The remuneration strategy and policy are communicated to all employees during the year, together with our expectations around their contribution to the success of our organisation.

Remuneration policy

The key principles of the policy are that:

• the policies are governed by the Committee, which are reviewed at least annually to ensure that they are relevant and support the Company’s strategy;
• guaranteed remuneration is targeted at the median of the relevant market against which pay is benchmarked, in order to attract and retain high‑calibre and high‑performing employees;
• it is Company policy that all employees are members of medical and retirement funds and have Group life and disability cover;
• annual salary adjustments are governed by factors such as the consumer price index (CPI), retention strategies, the producer price index (PPI), industry performance, projected growth, contractual arrangements, affordability, and industry average increase surveys, which will be taken into consideration in setting the recommended increase. The Committee will approve or set the overall increase percentage that will be applied on a Company‑wide basis. Salary adjustments are at the discretion of the Board;
• variable pay is an important component of remuneration at Merafe and both annual and long‑term performance‑based schemes that support our business strategy are in place;
• the short‑term incentive scheme performance measures are assessed by the Committee and these measures are determined by taking into account corporate, individual, financial and non‑financial criteria. The measures apply to the time period to which the scheme relates;
• the long‑term incentive scheme measures are based on total shareholder return (TSR) and growth in HEPS, operating cash flow and total recordable injury frequency rate (Safety);
• executive remuneration is aligned to shareholder value creation through the long‑term incentive scheme;
• where necessary, both short‑term and long‑term incentive schemes are benchmarked against the appropriate comparator group by the Committee; and
• the over‑riding principle governing payments for non‑executive directors is that they will be made in the context of good governance and aligned to the relevant market.

Remuneration and Nomination Committee

Responsibility for the reward strategy rests with the Board, which in turn appoints the Committee. The Committee comprises at least three members, the majority of whom are independent non‑executive directors and is governed by formal terms of reference.

The terms of reference clearly deal with, inter alia, matters such as:

• composition of the Committee;
• roles and responsibilities of the Committee;
• delegated authority;
• tenure and rotation of the Committee members;
• reporting requirements and compliance;
• access to information and resources;
• meeting procedures to be followed; and
• arrangements for the evaluation of the Committee’s performance.

The primary role of the Committee is to ensure that the Company’s directors and senior executives are fairly rewarded for their individual contributions to the Company’s overall performance. The Committee also aims to ensure that remuneration is appropriate to attract, retain and motivate the right calibre of directors and senior executives who will strive to achieve the overall goals of the Company. The Committee must demonstrate to all stakeholders that the remuneration of senior executives is set by a committee of Board members who:

• have no personal interest in the outcome of their decisions;
• give due regard to the interest of the shareholders and the financial and commercial health of the Company;
• take cognisance of market‑related remuneration, incentive bonuses and share incentive schemes as well as market trends; and
• play an active role in succession planning activities, notably for the CEO and executive management.

The Committee is responsible for making recommendations to the Board on the remuneration policy for directors and, to the extent that it deems necessary, makes comparisons between remuneration packages currently available to the Company’s own executive directors and those available to directors of other companies of a similar size in the comparable industry. Comparisons are also made with other companies in South Africa and, if relevant, internationally.

The Committee also takes into account a number of principles, being, inter alia:

• industry standards and comparisons with businesses in the same industry;
• expertise and qualifications of individuals;
• the risks associated with companies in the mining sector;
• the importance of the individual to the Company and his/her contribution;
• retention measures and motivation for the executive not to leave the Company;
• restraint of trade provisions; and
• nature of the position (role expectations, workload, etc.).

Statement of fair, responsible and transparent remuneration

The Board approves a policy that articulates and gives effect to its direction on fair, responsible and transparent remuneration.

The policy for the remuneration of executive directors and other senior management is set by taking appropriate account of remuneration and employment conditions of the industry, the Venture and the Company’s specific circumstances.

Key principles

The policy is governed by the Committee, which regularly reviews the policy to ensure that it is relevant and supports the Company’s strategy. To this end, see key principles under remuneration policy of this report.

Executive pay mix

Executive pay mix is defined as the balance targeted between the major components of executive remuneration, namely:

• guaranteed pay – based on Total Guaranteed Cost of Employment (TCtC);
• variable pay for performance which consists of the following:
  • short-term incentives (STI) in the form of annual cash incentives; and
  • the expected value from LTIs.

Note: Expected value is defined as the present value of the future reward outcome of an offer, given the targeted future performance of the Company and of its share price. It should not be confused with the term “fair value” which is used when establishing the accounting cost for reflection in a company’s financial statements. Neither should it be confused with the term “face value” which is used to define the current value of the underlying share at the time of an offer.

The remuneration policy for the 2025 financial year for the CEO and the FD is illustrated below for minimum, on-target/ expected, and maximum performance outcomes.

Salaries are reviewed annually and the total remuneration at the policy pay mix is targeted at the median of the relevant market. The Company conducts benchmarking exercises at least every second year against appropriate benchmarks. The benchmark used is the median of the total reward for similar positions in similarly-sized listed companies. In the case of employees with critical skills, high performance and potential, their total remuneration may be positioned towards the upper quartile of the market.

The Committee has regard principally to companies in the South African market, which are of similar size, complexity and scope to the Company. The Committee also takes into account business performance, salary practices prevailing for other employees in the Company and, when setting individual salaries, the individual’s performance and experience in the role.

Although salaries are reviewed annually, the Merafe board of directors (Board) reserves the right not to grant increases should circumstances so dictate. In addition, benefits offered are also reviewed on an annual basis to ensure that employees’ needs are addressed fairly, and that schemes are cost effective, well governed and competitive.

Short-term incentives

Merafe’s annual incentives are aimed at rewarding a combination of both business and individual performance in order to support a Company-wide high performance. Financial and non-financial criteria as well as individual performance determine the distribution of the pool to individuals.

Incentive awards are at the discretion of the Board after due consideration of the Company and individual performance.

The Committee follows a less mechanistic approach in determining the bonus awards in order to reward outstanding performance more appropriately and to ensure that undue windfalls are mediated.

As indicated above, the incentive scheme performance measures are assessed by the Committee and these measures are determined by taking into account the Company’s financial and non-financial criteria as well as individual performance.

All STI awards are based on performance against, inter alia, the following measures:

• Company measures: These include but are not limited to profitability, growth of business, cost management, sustainability and safety.
• Individual measures: For the CEO and FD, these are over and above the Company measures and include but are not limited to stakeholder engagement, talent management, leadership and reporting.

Targets are set by the Board on an annual basis as determined by the Company’s strategy, business plan and operating conditions. Targets are set to ensure that performance is measured appropriately in accordance with a five-point rating scale. In addition, the Board will apply appropriate weights to measures in order to focus on behaviour and performance, related to the strategic focus for the performance period.

Although measures and targets are determined at the start of the performance period, the Board may revise these measures and targets should prevailing business conditions indicate this to be necessary or in response to any other changes in the operating environment. All such changes, which represent the discretionary aspect of the policy, will be disclosed on an annual basis.

As indicated above, individual performance is primarily assessed from a predetermined criteria of key performance areas or value drivers.

The selection of these is informed by the Company’s business plan.

These metrics are assessed against a five-point scale as follows:

	Rating	Description	Definition
	1	Poor	Indicates poor performance. All or most threshold targets not met.
	2	Needs improvement	Performance against target is fair - however, performance against key measures is below threshold or target.
	3	Satisfactory	Performance on target in respect of most or all measures.
	4	Good	Performance exceeds target on most or all measures. Has reached the stretched target on a number of key measures.
	5	Outstanding/ excellent	Significant outperformance. All stretched targets met or exceeded.

The total cash STI pool is capped for the various categories of employees as set out below:

	Position	Maximum % of TCtC
	Chief Executive Officer	100
	Financial Director	80
	Senior management	60
	Management	50
	Administrative staff	30

The total pool for incentives that becomes available for distribution will not be exceeded at any time.

STI potential is benchmarked at the median of the relevant market.

The final incentive calculation is undertaken by aggregating the incentive claims of all participants and comparing this to the pool derived from Company performance.

The details of the determination of the STI for the reporting year are included in the Implementation Report.

Long-term incentives awarded up to 2025

Background

The purpose of the share incentive scheme is to serve as an incentive and reward to employees of the Company and its subsidiaries for services rendered and to be rendered, aimed at promoting the continued growth of the Company by giving employees an opportunity to acquire shares in the Company and serve as a retention mechanism for employees whose services are regarded by the Company to be crucial to the future growth and sustainability of the Company’s business.

The share incentive scheme further seeks to align employee interests with those of shareholders and to support a culture of ownership, with a focus on Company performance and sustainable growth.

Long‑term incentives, in the form of a share incentive scheme, have been in existence in the Company since 1999. The current share scheme was approved by the Company shareholders on 22 May 2020, under which both share options and share grants may be issued.

Eligibility and participation

All employees of the Company are eligible for share allocations in respect of the share incentive scheme rules, subject to Board approval and the prevailing implementation policy.

Shares to be allocated

Under the rules of the share incentive plan, the following shares may be offered:

• share options, which will be granted at the offer price; and
• share grants, being full value shares.

Vesting rules and settlement

Generally, share options vest one‑third per year on the third, fourth and fifth anniversaries and are settled by physical delivery of shares against receipt of payment of the option price. The options lapse after seven years if not exercised by the participant, while the participant is in the employ of the Group.

Share grants are granted by the Board on the recommendation of the Committee. They vest one‑third per year on the third, fourth and fifth anniversaries and are settled by physical delivery of shares.

Alternatively, the Company has the right to settle the value of shares granted in cash.

Equity settlement will take the form of the purchase of shares on the open market for the benefit of the employee whose shares have vested. The Company reserves the right to issue new shares for purposes of settlement.

Participation and termination rules

In the event of an employee leaving the Group for a reason approved by the directors, such as retirement or disability (no-fault terminations), all performance shares granted will vest, subject to the application of performance conditions. No pro‑rating of shares will apply. All approved terminations will be disclosed on an annual basis.

In the event of the death of an employee, all performance shares allocated will vest with no performance conditions or pro-rating applied.

In the event of either a no-fault termination or an employee’s death, the employee or his/her estate has 12 and 24 months, respectively, to exercise share options granted to that employee. In the event of retirement at the earliest date allowed by the retirement fund, the employee will have one year to exercise their allocated share options.

In the event of voluntary termination (i.e. resignation) or a fault termination (i.e. those who leave as a result of resignation, dismissal or poor performance), any right to any shares and all allocations will lapse immediately upon termination. No further claims may be laid to such lapsed shares, whether full value or share options.

In the event of a change in contract of employment, e.g. lateral moves or promotions, the participant will remain entitled to previous share allocations, subject to vesting periods, vesting schedules and prevailing performance conditions and criteria as set out during the initial share allocation.

In the event of a reconstruction or takeover, share allocations will vest on a pro-rata basis, subject to the Committee evaluating the applicable performance conditions and determining the number of shares per participant.

Performance vs retention shares

In 2018, the Committee revised the allocation policy for more share grants to be subject to performance conditions as opposed to retention shares, as illustrated below:

Revised LTI allocation policy

		Targeted offer value % of TCtC	Balance  performance/ retention
	Chief Executive Officer	60	100/0
	Financial Director	45	100/0
	Senior management	40	100/0
	Management	35	100/0
	Administration	25	100/0

Since 2018, all share allocations are performance-based. In order to balance back to the reward mix and expected outcomes, the targeted value of the share allocation as a percentage of TCtC was increased as per the table above.

Performance conditions

The performance conditions for all existing performance‑oriented share grants will remain in place, but the 2025 grants are governed by two metrics:

1. comparison of Merafe’s TSR over a three-year period with that of a selection of JSE-listed, small cap mining and resources companies; and
2. growth in HEPS (CPI + a specified percentage as determined by the Board) over a three-year period. The two measures will weigh 50/50 or as determined by the Board from time to time. Measures will be applied per performance share allocation and will remain in force for the duration of the performance period. Performance measures and targets are approved for and applicable to a specific performance period. No retesting of performance conditions is allowed.

The Committee will assess performance against the target once the applicable performance period is completed and approve the vesting of performance shares to the extent that targets are met.

Performance measure I: Total Shareholder Return

The comparator group for TSR is made up as follows:
TSR comparator group

	Company	Ticker
	Thungela Resources Limited	TGA
	Harmony Gold Mining Limited	HAR
	Pan African Resources plc	PAN
	Merafe Resources Limited	MRF
	Tharisa plc	THA
	MC Mining Limited	MCZ
	DRDGOLD Limited	DRD
	Wesizwe Platinum Limited	WEZ
	Hulamin Limited	HLM
	African Rainbow Minerals	ARI
	Northam Platinum Holdings Limited	NPH
	Southern Palladium Limited	SDL

Vesting of the performance-based share grants will be in accordance with the following policy:

• 50% of performance shares allocated will be subject to performance against the TSR measure;
• if Merafe’s TSR over the three-year period places it in one of the top four positions, then the full number of performance shares granted subject to this measure will vest in equal proportions on the third, fourth and fifth anniversaries of their grant;
• if Merafe’s performance over the three-year period places it in fifth position, then two-thirds of the number of performance shares granted will vest in equal proportions on the third, fourth and fifth anniversaries of their grant;
• if Merafe’s TSR over the three-year period places it in sixth position, then one-third of the number of performance granted shares will vest in equal proportions on the third, fourth and fifth anniversaries of their grant; and
• if Merafe’s TSR over the three-year places it below sixth position, then none of the performance shares will vest.

The table below provides details of the vesting schedule for performance shares subject to the TSR measure:

Vesting schedule TSR
Vesting schedule over three years – TSR

	Merafe TSR position/ranking relative to peers	Vesting   quantity %   of allocation*
	Position 1 – 4	100
	Position 5	66.6
	Position 6	33.3
	Position 7 and lower	0

*	Vesting over three years in equal portions.

Performance measure II: Growth in HEPS

Assuming that the performance targets below are set by the Board as illustrated in the table below, vesting of the performance-based share grants will be in accordance with the following policy:

• 50% of performance shares allocated will be subject to performance against the growth in HEPS measure;
• if performance meets or exceeds target, i.e. CPI + 2% per annum over the performance period, 100% of shares will vest;
• if performance is at threshold, i.e. CPI + 1% per annum over the performance period, 50% of shares subject to this measure will vest;
• for performance below the threshold, 0% of shares subject to this measure, will vest; and
• linear vesting will take place between different performance milestones.

Vesting schedule for Growth in HEPS measure
Vesting schedule over three years – growth in HEPS

	HEPS target	Vesting   quantity %   of allocation* proposed
	On target CPI + 2%	100
	Threshold CPI + 1%	50
	Below threshold	0

*	Vesting over three years in equal portions.

2025 LTI offer policy

The following principles will govern the LTI offer policy:

• share options will only be awarded at the discretion of the Board as and when circumstances dictate and only to executive management that have direct line of sight in terms of Company performance;
• full value shares, with performance conditions, will be granted to all employees on an annual basis subject to ongoing satisfactory individual performance, the expected value of which will be in accordance with the Company’s reward strategy pay mix;
• full value shares may be offered to new appointees as an attraction measure, the value of which will be determined and approved by the Committee, and will be subject to a minimum of three-year vesting period;
• share grants will be performance-based shares, with all shares granted subject to performance measures over a three-year period;
• share grants will be offered to employees with only performance-based shares and no retention shares;
• the value of the share grant will be calculated as a percentage of the current TCtC guaranteed package;
• no offer shall be made which, together with any other scheme shares, would exceed 5% of the total issued share capital of the Company;
• the maximum aggregate number of shares granted or options allocated to a single participant, shall be limited to 1% of the total issued share capital of the Company;
• prior to vesting, no participant will qualify to receive any dividends declared;
• the Company will communicate to participants, at least on an annual basis, in terms of shares granted, vesting and/or any changes in rules or conditions of participation; and
• all share grants and options will be disclosed over their lifetime in the annual Remuneration Report.

LTI policy updates for the 2026 financial year

1. Following the review of the remuneration policy described in the Background statement of this report, the share award policy will continue to include performance shares awarded as described above, with a portion of the annual performance share award being replaced by deferred shares, awarded as a portion of the STI. The policy has been updated to optimise its effectiveness as a competitive remuneration element, to align with best practice, legal and regulatory requirements, shareholder performance and other stakeholder requirements.
2. Dividend equivalents will be included in future performance share awards, which are rolled up into the base award, and are only settled if, and to the extent, that the underlying award vests. This aligns management fully with shareholder returns, which are delivered by increases in share price and payment of dividends.
3. Forfeitable Shares have been included in the policy to complement the conditional performance shares currently used. Forfeitable shares are similar to conditional shares, except that they are acquired as soon as possible after the award, and are held by an escrow agent for the benefit of the participant until they vest. They are restricted and may not be disposed of until they vest and are forfeited in the case that applicable performance conditions or employment conditions are not met. Forfeitable shares are used by many large, well governed South African listed companies as an effective share award instrument because they are naturally hedged, provide an effective means of including dividends into share awards to fully align management with shareholder returns, and are better appreciated by employees who feel more like shareholders from day one. The awards will be implemented by the purchase in the market of the shares required, and no newly issued shares, nor treasury shares will be used.
4. Dividends on unvested performance shares will not be paid out to participants and will only be settled when and to the extent that the underlying award vests. This is to address the shareholder concern that dividends on share awards should not be paid to participants on performance awards until, and to the extent that performance has been delivered and measured. Dividends are paid on Deferred Shares, when declared, because the applicable performance conditions have already been met before the award, and they are now only subject to continued employment in good standing, and to the malus and clawback policy.
5. The provisions for termination of employment and change of control will remain the same as the current plan, with some further clarity on the implementation of the provisions for change of control, which is in line with the principles of the current provisions, and the provision that in the case of no-fault termination of employment, awards will not be accelerated, but will vest on their original vesting dates.
6. A portion of 20% of the current on-target STI and 20% of the On-Target Performance Share has been replaced by the same value of Deferred Shares meaning the on-target variable pay, as a percentage of TCtC, including cash STI, deferred STI (shares) and performance shares will remain the same as the 2025 levels, as disclosed below.

   LTI policy updates for the 2026 financial year (%)

   
7. The performance conditions for the 2026 Performance Share awards will be:

	Measure	Weight	Threshold	Target	Stretch
	HEPS growth	40%	< CIP +1% 0% vesting	CPI +1% 50% vesting	CPI +2% and greater 100% vesting
	TSR	30%	Position 6 33% vesting with 0% from 7 and above	Position 66% vesting	Position 1–4 100% vesting
	Operating cash flow/revenue	20%	8% 0% vesting	15% 70% vesting	20% 100% vesting
	Safety – TRIFR	10%	3.20	2.56	2.13
			0% vesting	70% vesting	100% vesting

Contracts of employment

Senior and executive management are subject to the Company’s standard terms and conditions of employment where notice periods are between three and six months. In line with the recommendations set out in the King IV Report, Company policy precludes any senior or executive manager from being compensated for loss of office.

In the event of a change of control of the Company (as defined in the Companies Act) where the Company no longer requires an executive to fulfil their specific role post the change of control, the Company shall pay to the executive 12 months’ remuneration on the last day of the notice period and after completion of handover of duties, for existing executives as at 2019. From 2020 onwards, all newly appointed executives will have their termination payments aligned with their contractual notice period.

Retention measures

The Committee reserves the right to apply retention measures should circumstances indicate. Retention measures may include cash or equity awards and will be appropriately disclosed on an annual basis.

Malus and clawback

Any remuneration previously paid to executive directors that is subsequently found to have been the result of criminal or otherwise illegal activities, must be repaid to the Company.

In the event of restatement of the Company’s results (other than a restatement caused by a change in accounting policy, standards or interpretation), which results in lower performance-based remuneration calculated on the restated results, the Committee shall review such performance-based remuneration, determine the amount to be recovered from the executive and take steps to recover the amount.

The Board reserves the right to cancel any share allocation for all or individual participants if, during the vesting period, there is evidence of serious underperformance or misrepresentation of information, e.g. gross negligence, overstatement of performance, unnecessary risk taking, poor governance and non-compliance.

Minimum Shareholding Requirements

The members of the Executive Committee are subject to a MSR policy, where they are required to build up personal holdings of Company shares over a period of six years to the value of:

• 200% of TCtC for the CEO; and
• 100% of TCtC for the FD.

The executives may build up these holdings from their own resources or from STI before they accrue, or long-term incentive awards that they commit to hold. The executives will have a period of six years to build up the target holdings starting from 1 January 2026, for incumbent members of the Executive Committee, or six years from the date of appointment to the Executive Committee for new members. Unvested long-term incentive awards are not considered for this purpose. The share price used to assess the value of the holdings will be set to the original acquisition price for own holdings, or to the five-day volume weighted average price on the commitment date for long-term incentive shares.

Non-executive directors’ fees

The remuneration of non-executive directors is provided in the context of good governance, and is primarily based upon a methodology which takes into account expertise, contribution by the director and meeting attendance.

Standard duties of non-executive directors include preparation for and attendance at Board meetings, annual general meetings and results presentations. If required, the directors may be requested to perform work outside of their standard duties and for this they will be remunerated based on the time spent and their level of expertise. Non-executive directors’ pay is aimed at aligning with remuneration principles applicable to executive pay.

Independent benchmarks are conducted at least every second year to inform the levels of remuneration for non-executive directors and the intent is to target remuneration at the median quartile (50th percentile) of listed companies of a similar size (comparator or peer group), in order to ensure that appropriately qualified and experienced directors are appointed.

Non-executive directors’ fees are tabled for approval by the shareholders of the Company on an annual basis. The fees paid to non-executive directors for different roles such as the Chairperson may vary from the fees paid to other non-executive directors. Fees are split between a retainer (60%) and per meeting fee (40%), which is aligned with industry practice.

Non-executive directors will not participate in any share-based incentive scheme or any other incentive scheme that the Company may implement, to avoid any potential conflict of interest.

Review

This policy was approved by the Company in March 2026 and will be reviewed annually against current legislation and practice for a non-binding advisory vote by shareholders during the AGM.

In the event that either the remuneration policy or the Implementation Report, or both, are voted against by 25% or more of the votes exercised at the AGM, Merafe undertakes to engage with dissenting shareholders to understand their concerns.

Implementation Report for 2025

The implementation of the policy approved by shareholders at the annual meeting in May 2025 is set out below:

Executive pay

		2025 R’000	2024 R’000
	Z Matlala
	Salary	6 508	6 083
	Bonus	4 889	6 101
	Fringe benefits	68	272
	Provident contributions	1 046	932
	Share grants vested	6 797	9 345
	Total	19 308	22 733

		2025 R’000	2024 R’000
	D Chocho
	Salary	4 456	4 227
	Bonus	2 645	3 301
	Fringe benefits	117	612
	Provident contributions	653	401
	Share grants vested	2 941	4 033
	Total	10 812	12 574

Short-term incentives

The executive directors were assessed by the Committee according to the table set out below which was then used as a basis for awarding bonuses for 2025.

	Key factors	Key measurement items
	Profitability	EBITDA compared to budget and previous years
	Growth of business	Growth assets and revenue
	Cost management	Effective cost management at Venture’s and Merafe levels
	Sustainability	B-BBEE rating to amended scorecard, CSI, environmental incidents
	Safety	TRIFR, fatalities
	Stakeholder engagement	Stakeholder engagement programme including interactions with SARS, partners, shareholders, employees, etc.
	Talent management	Succession planning, managing employees, training, mentoring.
	Reporting	Interim and annual reporting

As per the policy, the Committee applied a less mechanistic and more holistic approach, which has resulted in the following bonus allocation. In addition, the net profit after tax used to determine the cap for the STI pool has been normalised by disregarding the provision for impairments for the financial year, because these are non-recurring, unusual expenses.

		2025 % allocation of cost to Company	2024 % allocation of cost to Company
	Chief Executive Director	62	81
	Financial Director	49	65

Directors’ interests in Merafe Resources Limited

As at 31 December 2025, the directors of the Company are beneficially interested (directly and indirectly) in 3 553 565 (31 December 2024: 3 553 565) shares in the Company. During the financial year, no material contracts were entered into in which directors and prescribed officers of the Company had an interest and which significantly affected the Group.

Executive directors of the Company and their immediate families control 0.14% (31 December 2024: 0.14%) of the voting shares of the Company. In addition to their salaries, the Company contributes to a provident fund (defined contribution plan) and medical aid fund on their behalf. Executive directors also participate in the Company’s share incentive scheme.

		2025 Number of shares		2024 Number of shares
		Direct	Indirect	Direct	Indirect
	Z Matlala	2 945 000	–	2 945 000	–
	D Chocho	608 565	–	608 565	–
	Total	3 553 565	–	3 553 565	–

No additional directors’ interests have been noted post 31 December 2025 until the date of approval of this report, being 6 March 2026.

Long-term incentives – 2025

The awards of LTIs under the Company’s share option and grant schemes are set out below:

Cash-settled share-based payment arrangements

The following share grants relating to executive directors were outstanding at 31 December 2025:

	Vesting date	Z Matlala Number of Shares	D Chocho Number of Shares
	1 April 2026	1 618 480	698 538
	1 April 2026	709 641	324 299
	1 April 2026	1 006 647	460 027
	1 April 2027	709 641	324 299
	1 April 2027	1 006 647	460 027
	1 April 2027	910 671	461 946
	1 April 2028	1 006 647	460 027
	1 April 2028	910 671	461 946
	1 April 2028	1 259 003	638 640
	1 April 2029	910 671	461 946
	1 April 2029	1 259 003	638 640
	1 April 2030	1 259 003	638 642
	Total	12 566 726	6 028 978

Performance conditions

The performance conditions are set out above.

Share grant allocations were implemented based on the VWAP of the previous day’s trading as follows:

		2025			2024
		% allocation of cost to Company	Number of shares	Vesting period	% allocation of cost to Company	Number of shares	Vesting period
	Chief Executive Officer	60	3 777 009	1 April 2028 1 April 2029 1 April 2030	60	4 316 582	1 April 2027 1 April 2028 1 April 2029
	Financial Director	45	1 915 921	1 April 2028 1 April 2029 1 April 2030	45	2 189 624	1 April 2027 1 April 2028 1 April 2029

Note:

As per the policy, from 2019, 100% of the grants are subject to performance conditions for the CEO and FD, respectively.

Approved non-executive directors’ fees for 2025

The non-executive directors’ fees for 2025, which were approved at the AGM by the requisite 75% majority of shareholders, are set out below:

		2025
		Total fees per annum R	Retainer 60% R	Monthly retainer fees R	Retainer per quarter R	Fees per attendance 40% R	Fees per attendance per meeting R
	Board Chairperson	903 596	542 158	45 180	135 539	361 438	90 360
	Board Member	350 404	210 242	17 520	52 561	140 162	35 040
	Audit and Risk Committee Chairperson	256 676	154 005	12 834	38 501	102 670	25 668
	Audit and Risk Committee Member	160 955	96 573	8 048	24 143	64 382	16 095
	Remuneration and Nomination Committee Chairperson	172 729	103 637	8 636	25 909	69 092	23 031
	Remuneration and Nomination Committee Member	105 434	63 260	5 272	15 815	42 174	14 058
	Social, Ethics and Transformation Committee Chairperson	159 935	95 961	7 997	23 990	63 974	21 325
	Social, Ethics and Transformation Committee Member	105 434	63 260	5 272	15 815	42 174	14 058

Non-executive directors’ fees paid for 2025

		Retainer 2025 R	Attendance 2025 R	Total 2025 R	Total 2024 R
	Ms. M Vuso	364 248	347 953	712 201	578 171
	Mr. J Mclaughlan	313 880	314 375	628 255	498 222
	Mr. K Tlale	306 816	309 665	616 481	487 009
	Ms. N Mabusela-Aikhuere	402 776	373 639	776 415	605 956
	Mr. S Phiri	668 679	716 865	1 385 544	796 716
	Mr. D McGluwa*	273 503	154 220	427 723	400 760
	Mr. D Green**	273 503	287 457	560 960	434 132

*	Paid to IDC.
**	Paid to GOSA.

See the online 2025 Integrated Annual Report and the annual financial statements for additional and supporting information.

Non-executive directors’ fees proposed for 2026

The 2026 proposed fees, exclusive of VAT, in accordance with the policy, are set out below and result in an overall increase of 5% from the previous year. This increase and the allocation take into account the previous benchmarking exercise and inflation.

		2026
		Total fees per annum R	Retainer 60% R	Monthly retainer fees R	Retainer per quarter R	Fees per attendance 40% R	Fees per attendance per meeting R
	Board Chairperson	948 776	569 265	47 439	142 316	379 150	94 878
	Board Member	367 924	220 755	18 396	55 189	147 170	36 792
	Audit and Risk Committee Chairperson	269 510	161 706	13 475	40 426	107 804	26 951
	Audit and Risk Committee Member	169 003	101 402	8 450	25 350	67 601	16 900
	Remuneration and Nomination Committee Chairperson	181 365	108 819	9 068	27 205	72 546	24 182
	Remuneration and Nomination Committee Member	110 706	66 423	5 535	16 606	44 282	14 761
	Social, Ethics and Transformation Committee Chairperson	167 932	100 759	8 397	25 190	67 173	22 391
	Social, Ethics and Transformation Committee Member	110 706	66 423	5 535	16 606	44 282	14 761

Areas of focus for 2026

Key activities for the Committee in 2026 will be, inter alia, the approval of the remuneration and bonuses for executive directors and senior management. In addition, the Committee will review King V on areas pertinent to its activities, monitor if certain aspects of the Companies Amendment Act become effective and review its terms of reference in the light of the above.

The Committee will also assess fees to be paid to non‑executive directors. Focus will be placed on the key principles of King V and the Company’s commitment to these principles and reviewing the remuneration policy. In addition, the Company will, if required, engage with shareholders to discuss issues of mutual concern.

Compliance statement

The Board and the Committee are committed to maintaining high standards of corporate governance and to support and apply the principles of good governance advocated by the Institute of Directors South Africa (IoDSA) and King IV, and going forward, King V.

The Board and the Committee are of the view that the objectives stated in the policy have been achieved for the period under review. The Board and the Committee are also satisfied that they have fulfilled their responsibilities in accordance with their terms of reference with regard to remuneration within the Company.

JEFF MCLAUGHLAN
Chairperson – Remuneration Committee

6 March 2026