Merafe Resources Integrated Annual Report 2018

MERAFE RESOURCES INTEGRATED ANNUAL REPORT 2018 66 TRANSPARENCY AND ACCOUNTABILITY 3. Ordinary Resolution Number 3: Confirmation of appointment of directors 3.1 “Resolved that the appointment by the Board of Ms Matsotso Vuso as a director of the Company with effect from 30 July 2018 be and is hereby confirmed in accordance with the Company’s MOI in order to become permanent.” 3.2 “Resolved that the appointment by the Board of Mr Ditabe Chocho as a director of the Company with effect from 1 August 2018 be and is hereby confirmed in accordance with the Company’s MOI in order to become permanent.” 3.3 “Resolved that the appointment by the Board of Ms Grathel Motau as a director of the Company with effect from 1 January 2019 be and is hereby confirmed in accordance with the Company’s MOI in order to become permanent.” Notes to Ordinary Resolution Number 3 The reason for this resolution is that in terms of the Company’s MOI, shareholders are required to confirm an appointment made by the Board in order for that appointment to become permanent. Abridged curricula vitae of these directors are set out on pages 42 and 43 of the Integrated Annual Report. 4. Ordinary Resolution Number 4: Appointment of members to the Audit and Risk Committee for the forthcoming financial year “Resolved that the following members, by separate ordinary resolutions numbered 4.1 to 4.3 (inclusive), being eligible and offering themselves for re- election, be and are hereby appointed as members of the Audit and Risk Committee for the financial year ending 31 December 2019: 4.1 Ms Matsotso Vuso (subject to the passing of Ordinary Resolution Number 3.1) 4.2 Ms Grathel Motau (subject to the passing of Ordinary Resolution Number 3.3) 4.3 Ms Belese Majova (subject to the passing of Ordinary Resolution Number 2.2) Notes to Ordinary Resolution Number 4 • Resolutions numbered 4.1 to 4.3 (inclusive) above constitute separate and divisible ordinary resolutions and will be considered by separate vote. • The reason for resolutions numbered 4.1 to 4.3 (inclusive) is that in terms of the provisions of section 94(2) of the Companies Act, a company shall at every Annual General Meeting elect an audit committee comprising at least three members. • The Nomination Committee conducted an assessment of the performance and independence of each of the directors proposed to be members of the Audit and Risk Committee and the Board considered and accepted the findings of the Nomination Committee. The Board is also satisfied that the proposed members meet the provisions of section 94(4) of the Companies Act, that they are independent according to King IV (Principle 7; sub-practice 28) and that they possess the required qualifications and experience as prescribed in Regulation 42 of the Companies Regulations, 2011 and therefore recommends their nomination. • Abridged curricula vitae of each of the independent non-executive directors proposed to be appointed to the Audit and Risk Committee appear on pages 42 and 43 of the Integrated Annual Report. 5. Ordinary Resolution Number 5: Re-appointment of external auditors of the Company “Resolved that the re-appointment of Deloitte & Touche Inc. as the external registered auditors of the Company, and being independent from the Company, be and is hereby approved and Patrick Ndlovu (IRBA no. 782688) be and is hereby appointed as the designated audit partner for the financial year ending 31 December 2019.” Notes to Ordinary Resolution Number 5 • The reason for this resolution is that in terms of section 90(1) of the Companies Act a company is required to appoint an auditor at every Annual General Meeting. • The duty to nominate auditors for appointment lies with the Audit and Risk Committee. • The Audit and Risk Committee conducted an assessment of the performance and independence of the external auditors and considered whether or not the external auditors comply with the provisions of the Companies Act and section 22 of the Listings Requirements, and the Board considered and accepted the findings. The Board is satisfied that the proposed external auditors and Mr Patrick Ndlovu comply with the relevant provisions of the Companies Act and the Listings Requirements. 6. Ordinary Resolution Number 6: Authority to sign all documents required to give effect to all resolutions in this Notice "Resolved that any one of the directors of the Company or Company Secretary be and is hereby authorised to do all such things and sign all such documents and procure the doing of all such things and the signature for all such documents as may be necessary or incidental to give effect to all ordinary and special resolutions passed at the Annual General Meeting." Section B: Ordinary Resolutions of a non-binding nature 7. Non-binding Advisory vote – Remuneration Policy and Implementation Report For ordinary resolutions numbered 7.1 and 7.2 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. Ordinary Resolution Number 7.1: Non-binding advisory vote on Remuneration Policy “Resolved that the Company’s Remuneration Policy be and is hereby endorsed by way of a non-binding advisory vote.” Ordinary Resolution Number 7.2: Non-binding advisory vote on Remuneration Implementation Report “Resolved that the Company’s Remuneration Implementation Report be and is hereby endorsed by way of a non-binding advisory vote.” The Remuneration Policy and Remuneration Implementation Report of the Company are set out on pages 50 to 57 of the Integrated Annual Report and the Remuneration Policy 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. Notice of the Annual General Meeting (continued)