Merafe Resources Integrated Annual Report 2018

MERAFE RESOURCES INTEGRATED ANNUAL REPORT 2018 67 Notes to Ordinary Resolution Numbers 7.1 and 7.2: • The Listings Requirements require and Principle 14 and sub-practice 37 of King IV recommends companies to table their remuneration policy and implementation report every year to shareholders for a non-binding advisory vote at the Company’s Annual General Meeting. This vote enables shareholders to express their views on the remuneration policies adopted and on their implementation. • These resolutions are of an advisory nature only and failure to pass these resolutions will therefore not have any legal consequences relating to existing arrangements. However, the Board will take the outcome of the vote into consideration when considering the Company’s Remuneration Policy. • Shareholders are reminded that in terms of the Listings Requirements and King IV, should 25% (twenty-five percent) or more of the votes cast be against one or both of these non-binding ordinary resolutions, the Company undertakes to engage with shareholders as to the reasons therefore and undertakes to make recommendations based on the feedback received. Section C: Special resolutions For special resolutions 1.1 to 1.8, 2 and 3 to be duly adopted, the support of at least 75% (seventy-five percent) of the voting rights exercised on each special resolution must be exercised by shareholders present or represented by proxy at the Annual General Meeting and entitled to exercise voting rights on the resolution concerned in favour of such resolution. 8. Special Resolutions Numbers 1.1 to 1.8: Approval of non-executive directors’ fees "Resolved that the fees, which will be payable to the non-executive directors for their services to the Board and committees of the Board with effect from 1 January 2019 as set out below be and are hereby approved by separate special resolutions numbered 1.1 to 1.8 (inclusive)." 2019 Committee Special Resolution Number Membership Proposed annual cost R Proposed retainer per annum R Proposed meeting fees per annum R Board 1.1 Chairperson 611 900 367 140 244 760 1.2 Member 299 837 179 902 119 935 Audit and Risk 1.3 Chairperson 216 388 129 833 86 555 1.4 Member 135 692 81 415 54 277 Remuneration and Nomination 1.5 Chairperson 116 969 70 181 46 788 1.6 Member 71 398 42 839 28 559 Social, Ethics and Transformation 1.7 Chairperson 116 969 70 182 46 788 1.8 Member 71 398 42 839 28 559 The above fees are exclusive of VAT. An explanation of the proposed fees for 2019 is set out on page 57 of the Integrated Annual Report. Notes to Special Resolution Numbers 1.1 to 1.8: • Resolutions numbered 1.1 to 1.8 (inclusive) above constitute separate and divisible special resolutions and will be considered by separate vote. • The reason for and the effect of these resolutions is to approve the remuneration payable by the Company to its non-executive directors for their services as non-executive directors of the Company. In terms of the provisions of section 66(8) and section 66(9) of the Companies Act, remuneration may only be paid to the directors for their services as directors in accordance with the Company’s MOI and only by a special resolution approved by the shareholders within the previous two years. The 2018 approved non-executive fees are set out in the table below for comparative purposes. 2018 Committee Membership Annual cost R Retainer per annum R Meeting fees per annum R Board Chairperson 574 554 344 733 229 821 Member 281 537 168 922 112 615 Audit and Risk Chairperson 203 182 121 909 81 273 Member 127 410 76 446 50 964 Remuneration and Nomination Chairperson 109 830 65 898 43 932 Member 67 040 40 224 26 816 Social, Ethics and Transformation Chairperson 109 830 65 898 43 932 Member 67 040 40 224 26 816