Report of proceedings at the AGM
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JSE Share Code: TGA
LSE Share Code: TGA
Tax number: 9111917259
('Company' or 'Thungela Resources')
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING
At the annual general meeting ("AGM") of the shareholders of Thungela Resources held on Tuesday, 4 June 2024, all the ordinary and special resolutions proposed at the AGM were approved by the requisite majority of votes, save for ordinary resolution number 3.2, relating to the proposed re-election of TML Setiloane as Audit Committee member, which was withdrawn, and ordinary resolution number 5 relating to the general authority for directors to allot and issue shares. The board acknowledges that ordinary resolution 5 was not passed and thank shareholders for their participation. We will carefully review this feedback and consider when proposing resolutions of a similar nature in future.
In this regard, the Company confirms the voting statistics from the AGM as follows:
| Resolutions | Votes cast disclosed as a percentage in relation to the total number of shares voted at the meeting | Number of shares voted | Shares voted disclosed as a percentage in relation to the total issued shares* | Shares abstained disclosed as a percentage in relation to the total issued shares* | |
|---|---|---|---|---|---|
| For | Against | ||||
| Ordinary resolutions: | |||||
| 1. Re-appointment of the independent external auditor | 98.27% | 1.73% | 75,816,591 | 53.96% | 0.07% |
| 2.1 Re-election of retiring director: SS Ntsaluba | 93.24% | 6.76% | 75,814,665 | 53.96% | 0.08% |
| 2.2 Re-election of retiring director: BM Kodisang | 99.09% | 0.91% | 75,814,665 | 53.96% | 0.08% |
| 3.1 Election of audit committee member: KW Mzondeki | 99.70% | 0.30% | 75,790,123 | 53.95% | 0.09% |
| 3.2 Election of audit committee member: TML Setiloane WITHDRAWN | N/A | N/A | N/A | N/A | N/A |
| 3.3 Election of audit committee member: BM Kodisang | 99.15% | 0.85% | 75,790,138 | 53.95% | 0.09% |
| 4.1 Non-binding advisory vote on the remuneration policy | 96.30% | 3.70% | 75,813,467 | 53.96% | 0.08% |
| 4.2 Non-binding advisory vote on the implementation report | 94.38% | 5.62% | 75,808,240 | 53.96% | 0.08% |
| 5. General authority for directors to allot and issue ordinary shares | 48.33% | 51.67% | 75,816,392 | 53.96% | 0.07% |
| 6. Authorisation to sign documents to give effect to resolutions | 100.00% | 0.00% | 75,818,204 | 53.97% | 0.07% |
| Special Resolutions: | |||||
| 1. General authority to acquire the Company's own ordinary shares | 100.00% | 0.00% | 75,733,165 | 53.91% | 0.13% |
| 2. Remuneration payable to non-executive directors | 97.18% | 2.82% | 75,815,602 | 53.96% | 0.07% |
| 3. Granting of financial assistance in terms of sections 44 and 45 of the Companies Act of South Africa | 97.68% | 2.32% | 75,785,418 | 53.94% | 0.10% |
*Total issued shares are 140 492 585 .
The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.
Rosebank
Company Secretary
Francois Klem
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