Report on Proceedings at the AGM
All ordinary and special resolutions approved at AGM on 5 June 2026 by requisite majorities.
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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 Friday, 5 June 2026, all the ordinary and special resolutions proposed at the AGM were approved by the requisite majority of votes.
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 | 99,99% | 0,01% | 74 182 625 | 52,80% | 0,02% |
| 2.1 Re-election of director: Ms NY Jekwa | 95,72% | 4,28% | 74 174 098 | 52,80% | 0,02% |
| 2.2 Re-election of director: Mr TD McKeith | 98,25% | 1,75% | 74 185 857 | 52,80% | 0,02% |
| 2.3 Appointment and election of director: Mr TM Madondo | 99,63% | 0,37% | 74 182 825 | 52,80% | 0,02% |
| 3.1 Election of audit committee member: KW Mzondeki | 99,87% | 0,13% | 74 183 457 | 52,80% | 0,02% |
| 3.2 Election of audit committee member: Mr TD McKeith | 98,32% | 1,68% | 74 183 450 | 52,80% | 0,02% |
| 3.3 Election of audit committee member: BM Kodisang | 99,56% | 0,44% | 74 183 456 | 52,80% | 0,02% |
| 4.1 Election of social, ethics and transformation member: Mr TD McKeith | 98,32% | 1,68% | 74 182 580 | 52,80% | 0,02% |
| 4.2 Election of social, ethics and transformation member: Ms NY Jekwa | 99,88% | 0,12% | 74 174 066 | 52,80% | 0,02% |
| 4.3 Election of social, ethics and transformation member: Mr TM Madondo | 99,63% | 0,37% | 74 180 349 | 52,80% | 0,02% |
| 5.1 Non-binding advisory vote on the remuneration policy | 97,71% | 2,29% | 74 180 598 | 52,80% | 0,02% |
| 5.2 Non-binding advisory vote on the implementation of the remuneration policy | 78,78% | 21,22% | 74 182 423 | 52,80% | 0,02% |
| 6. General authority for directors to allot and issue ordinary shares | 76,82% | 23,18% | 74 183 628 | 52,80% | 0,02% |
| 7. Authorisation to sign documents to give effect to resolutions | 99,98% | 0,02% | 74 182 650 | 52,80% | 0,02% |
| Special Resolutions: | 0,02% | ||||
| 1. Remuneration payable to non-executive directors | 99,75% | 0,25% | 74 182 757 | 52,80% | 0,02% |
| 2. General authority to acquire the Company's own ordinary shares | 99,99% | 0,01% | 74 180 325 | 52,80% | 0,02% |
| 3. Granting of financial assistance in terms of sections 44 and 45 of the Companies Act of South Africa | 99,09% | 0,91% | 74 181 781 | 52,80% | 0,02% |
*Total issued shares are 140 492 585
Notification of amendments to the South African Companies Act No 71 of 2008, relating to remuneration disclosure and approval requirements, was issued on 22 May 2026 and these came into force with immediate effect. Thungela's notice of AGM and remuneration report were circulated to shareholders on 30 April 2026 and the remuneration resolutions were, therefore, proposed as non-binding advisory votes. Based on legal advice that the AGM must be conducted in accordance with the law prevailing at the time of distribution of the notice on AGM the resolutions including the non-binding advisory votes were put to shareholders as set out in the notice of AGM.
The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.
Johannesburg
Company Secretary
Tovi Ellis
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