THUNGELA RESOURCES LIMITED - Report on proceedings at the annual general meeting

Report on proceedings at the annual general meeting

THUNGELA RESOURCES LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 2021/303811/06
JSE Share Code: TGA
LSE Share Code: TGA
ISIN: ZAE000296554
Tax number: 9111917259
(‘Company’ or ‘Thungela Resources’)

REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING

At the inaugural (1st) annual general meeting (“AGM”) of the shareholders of Thungela Resources held on Tuesday, 24 May 2022, all the ordinary
and special resolutions proposed at the AGM were approved by the requisite majority of votes, save for special resolution number 1 relating to
the general authority to acquire the Company’s own ordinary shares. In this regard, the Company confirms the voting statistics from the AGM as
follows:

 Resolutions                                             Votes cast disclosed as a       Number of        Shares voted        Shares
                                                         percentage in relation to the   shares voted     disclosed as a      abstained
                                                         total number of shares voted                     percentage in       disclosed as a
                                                         at the meeting                                   relation to the     percentage in
                                                                                                          total issued        relation to the
                                                         For         Against                              shares*             total issued
                                                                                                                              shares*

 Ordinary resolutions:
 1. Re-appointment of the independent external           99.68%       0.32%              68 982 960       50.61%               0.09%
 auditor
 2.1 Re-election of retiring director: SS Ntsaluba       92.90%       7.10%              68 974 691       50.60%               0.09%
 2.2 Re-election of retiring director: KW Mzondeki       90.43%       9.57%              68 974 726       50.60%               0.09%
 2.3 Re-election of retiring director: TML Setiloane     99.68%       0.32%              68 974 690       50.60%               0.09%
 2.4 Re-election of retiring director: BM Kodisang       93.67%       6.33%              68 960 290       50.59%               0.10%
 2.5 Re-election of retiring director: SG French         97.41%       2.59%              68 974 786       50.60%               0.09%
 2.6 Re-election of retiring director: J Ndlovu          98.82%       1.18%              68 977 995       50.60%               0.09%
 2.7 Re-election of retiring director: GF Smith          99.26%       0.74%              68 978 091       50.60%               0.09%
 3.1 Election of audit committee member: KW              97.51%       2.49%              68 974 622       50.50%               0.09%
 Mzondeki
 3.2 Election of audit committee member: TML             99.09%       0.91%              68 974 644       50.60%               0.09%
 Setiloane
 3.3 Election of audit committee member: BM              97.36%       2.64%              68 973 198       50.60%               0.09%
 Kodisang
 4.1 Non-binding advisory vote on the                    94.00%       6.00%              68 967 802       50.60%               0.10%
 remuneration policy
 4.2 Non-binding advisory vote on the                    91.11%       8.89%              68 967 847       50.60%               0.09%
 implementation report
 5. General authority for directors to allot and issue   82.36%       17.64%             68 984 426       50.61%               0.09%
 ordinary shares
 6. Authorisation to sign documents to give effect       97.82%       2.18%              68 979 819       50.60%               0.09%
 to resolutions

 Special Resolutions:
 1. General authority to acquire the Company’s           66.77%       33.23%             68 798 724       50.47%               0.22%
    own ordinary shares
 2. Remuneration payable to non-executive                98.25%       1.75%              68 957 871       50.59%               0.10%
    directors
 3. Granting of financial assistance in terms of         96.81%       3.19%              68 970 251       50.60%               0.09%
    sections 44 and 45 of the Companies Act of
    South Africa

*Total issued shares are 136 311 808.

The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.

25 May 2022
Rosebank
Company Secretary
Francois Klem
Email: Francois.klem@thungela.com

Investor Relations
Ryan Africa
Email: ryan.africa@thungela.com

Media Contacts
Tarryn Genis
Email: tarryn.genis@thungela.com

UK Financial adviser and corporate broker
Liberum Capital Limited
Tel: +44 20 3100 2000

Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)

Date: 25-05-2022 09:00:00
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