Merafe Resources : Download 2021 Proxy Form

FORM OF PROXY

Merafe Resources Limited

(Incorporated in the Republic of South Africa)

(Registration number 1987/003452/06) ISIN: ZAE000060000 Share code: MRF (Merafe Resources or the Company)

Only for use by shareholders who have not dematerialised their shares or shareholders who have dematerialised their shares with "own-name" registration. All other dematerialised shareholders must contact their Central Securities Depository Participant (CSDP) or broker to make the relevant arrangements concerning voting and/or attendance at the annual general meeting.

A shareholder is entitled to appoint one or more proxies (none of whom need to be shareholders of Merafe Resources)

to attend, speak and vote or abstain from voting in the place of that shareholder at the annual general meeting.

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Form of proxy for the thirty-fifth annual general meeting

I/We (name in block letters)

of (address)

(contact number) (email address)Being the holder/s of 1.

ordinary shares in the Company hereby appoint (see note 1)

2.

or failing him/her or failing him/her

3. The Chairperson of the Company, or failing him, the Chairperson of the annual general meeting, as my/our proxy to vote on my/our behalf at the annual general meeting of the Company to be held by electronic communication at 11:00 on Wednesday, 18 May 2022, or at any adjournment thereof.

We desire to vote as follows (see note 2):

Number of votesOrdinary and Special Resolutions

1 2

3 Ordinary Resolution Number 3.1: Confirmation of the appointment by the Board of Ms N Mabusela-Aikhuere as a director of the Company

Ordinary Resolution Number 3.2: Confirmation of the appointment by the Board of Mr D McGluwa as a director of the Company

4 Ordinary Resolution Number 4: Appointment and re-appointment of members to the Audit and Risk Committee for the forthcoming financial year

5

6 7

8 Special Resolution Numbers 1.1 to 1.8: Approval of non-executive directors' fees

9 10

Signed at

Ordinary Resolution Number 1: Adoption of annual financial statements Ordinary Resolution Number 2: Re-election of retiring directors:

Abstain
1.1	Board Chairperson
1.2	Board member
1.3	Audit and Risk Committee Chairperson
1.4	Audit and Risk Committee member
1.5	Remuneration and Nomination Committee Chairperson
1.6	Remuneration and Nomination Committee member
1.7	Social, Ethics and Transformation Committee Chairperson
1.8	Social, Ethics and Transformation Committee member
2022

ForAgainst

• 2.1 Mr A Mngomezulu

• 2.2 Mr J Mclaughlan

• 2.3 Mr K Tlale

Ordinary Resolution Number 3.3: Confirmation of the appointment by the Board of Mr D Green as a director of the Company

• 4.1 Mr K Tlale (subject to his re-election under Ordinary Resolution 2.3)

• 4.2 Ms M Vuso

• 4.3 Ms N Mabusela-Aikhuere (subject to confirmation of her appointment under Ordinary Resolution 3.1)

Ordinary Resolution Number 5: Re-appointment of external auditors of the Company, Deloitte & Touche and to appoint Ms Carmeni Naidoo Bester as the designated audit partner

Ordinary Resolution Number 6: Authority to sign all documents required to give effect to all resolutions in the notice of annual general meeting

Ordinary Resolution Numbers 7.1 and 7.2: Non-binding advisory vote Ordinary Resolution Number 7.1: Remuneration Policy

Ordinary Resolution Number 7.2: Remuneration Implementation Report

Special Resolution Number 2: Loans or other financial assistance to related or inter-related companies Special Resolution Number 3: General authority to repurchase Company shares

on

Signature (assisted by me - where applicable)

Please see notes overleaf.

MERAFE RESOURCES LIMITED INTEGRATED ANNUAL REPORT 2021 - 071 -