SENS

MRF : 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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