Merafe Resources Integrated Annual Report 2018

MERAFE RESOURCES INTEGRATED ANNUAL REPORT 2018 65 Merafe Resources Limited (Incorporated in the Republic of South Africa) (Registration number 1987/003452/06) ISIN: ZAE000060000 Share code: MRF (hereinafter referred to as Merafe Resources or the Company) Notice is hereby given in terms of section 62(1) of the Companies Act, No 71 of 2008, as amended (the Companies Act) that the 32nd (thirty second) Annual General Meeting of shareholders of the Company (AGM or the Annual General Meeting) will be held at the offices of the Company at Building B, 2nd floor, Ballyoaks Office Park, 35 Ballyclare Drive, Bryanston, 2191 at 11:00 on Wednesday, 15 May 2019 (Notice), for the purpose of transacting the business as outlined in this Notice, and to consider and, if deemed fit, to pass, with or without modification, the ordinary and special resolutions set out below. Important dates Record date to receive the Notice: Friday, 22 March 2019 Last date to trade to be eligible to attend, participate in and vote at the AGM: Monday, 6 May 2019 Record date to be eligible to attend, participate in and vote at the AGM: Friday, 10 May 2019 Last date for lodging forms of proxy (by 11:00): Monday, 13 May 2019* Accordingly, the date on which a person must be registered as a shareholder in the register of the Company for purposes of being entitled to attend, participate and vote at the AGM is Friday, 10 May 2019. *For administrative purposes only. If forms of proxy are not received by this date they must be handed to the Chairperson of the AGM before the appointed proxy exercises any of the relevant shareholder rights at the AGM. Interpretation and definitions For the avoidance of doubt and to the extent that the terms have not been defined in the Integrated Annual Report for the year ended 31 December 2018 (Integrated Annual Report), reference in this Notice to the following words and expressions: • ‘Group’ means the Company and all its subsidiaries at the date of this Notice; • ‘Listings Requirements’ means the Listings Requirements of the JSE Limited; • ‘King IV’ means the King IV Report on Corporate Governance for South Africa, 2016; • ‘MOI’ means Memorandum of Incorporation of the Company; and • ‘Companies Act’ means the Companies Act, No 71 of 2008, as amended. Any words and expressions defined in the Companies Act or the Listings Requirements, as the case may be, which are not defined in this Notice, shall bear the same meanings in this Notice as those ascribed to them in the Companies Act or the Listings Requirements, as the case may be. Section A: Ordinary Resolutions For ordinary resolutions 1 to 6 (inclusive) to be duly adopted, the support of more than 50% (fifty percent) of the voting rights exercised on each ordinary resolution by shareholders present or represented by proxy at the Annual General Meeting and entitled to exercise voting rights on the relevant resolution, must be exercised in favour of such resolution. 1. Ordinary Resolution Number 1: Adoption of annual financial statements “Resolved that the Group audited annual financial statements, including the reports of the directors, the auditor and the Audit and Risk Committee, for the financial year ended 31 December 2018, be and are hereby considered and accepted.” The summarised form of the financial statements is included with this Notice. A copy of the complete Group audited annual financial statements for the financial year ended 31 December 2018 can be obtained from www.meraferesources.co.za or on request during normal business hours at the Company’s registered address, Building B, 2nd floor, Ballyoaks Office Park, 35 Ballyclare Drive, Bryanston, 2191. Notes to Ordinary Resolution Number 1 • In terms of the provisions of section 30(3)(d) of the Companies Act, a company’s annual financial statements must be presented to its shareholders at the first shareholders’ meeting after the statements have been approved by the board of directors of the Company. 2. Ordinary Resolution Number 2: Re-appointment of retiring directors “Resolved that, by separate ordinary resolutions numbered 2.1 and 2.2, the following directors, who, in terms of the MOI, retire by rotation at this Annual General Meeting, and, being eligible, stand and offer themselves for re-election, be and are hereby re-elected: 2.1 Mr Abiel Mngomezulu 2.2 Ms Belese Majova Notes to Ordinary Resolution Number 2 • Resolutions numbered 2.1 and 2.2 (inclusive) above are proposed by separate vote and the re-appointments which they represent constitute separate and divisible ordinary resolutions and will be considered to have received the support of the Nomination Committee. • The reason for resolutions numbered 2.1 and 2.2 (inclusive) is that in terms of the provisions of the MOI, one-third of the non-executive directors, or if their number is not a multiple of three, then the number nearest to, but not less than one-third, are required to retire at each Annual General Meeting and, being eligible, may offer themselves for re-election. • The Board of Directors of the Company (Board) has evaluated the performance and contribution of each director standing for re-election and has recommended the re-election of each of the directors. • Mr Chris Molefe (Board Chairperson) retires at this AGM and has not offered himself for re-election. • Abridged curricula vitae of each of the directors of the Company standing for re-election are set out on page 42 of the Integrated Annual Report. Notice of the Annual General Meeting