1

Receipt and adoption of annual financial statements and reports

Ordinary resolution 1

“Resolved as an ordinary resolution to receive and adopt the annual financial statements of the company and the group for the financial year ended 31 March 2015, together with the reports of the directors and the independent auditors thereon, and further to receive the reports of the audit and risk committee, the social and ethics committee and the remuneration committee, contained in the integrated annual report of the company and the group for the financial year ended 31 March 2015, and tabled at the meeting at which this resolution was proposed.”

2

Reappointment of auditors

Ordinary resolution 2

“Resolved as an ordinary resolution upon the recommendation of the audit and risk committee, that PricewaterhouseCoopers Inc. be and are hereby reappointed as independent auditors of the company until the conclusion of the next Annual General Meeting of the company.”

3

Re-election of directors

3.1 Ordinary resolution 3.1

“Resolved as an ordinary resolution that Mr MA Golding, who retires by rotation in terms of the company’s memorandum of incorporation, and who is eligible and available for re-election, be and is hereby re-elected as a director of the company.”

3.2 Ordinary resolutions 3.2

“Resolved as an ordinary resolution that Mr VE Mphande, who retires by rotation in terms of the company’s memorandum of incorporation, and who is eligible and available for re-election, be and is hereby re-elected as a director of the company.”

3.3 Ordinary resolutions 3.3

“Resolved as an ordinary resolution that Mr JG Ngcobo, who retires by rotation in terms of the company’s memorandum of incorporation, and who is eligible and available for re-election, be and is hereby re-elected as a director of the company.”

Summarised curricula vitae in respect of each director standing for re-election are set out in the Corporate governance - Our board section of the integrated annual report.

4

Appointment to audit and risk committee

4.1 Ordinary resolution 4.1

“Resolved as an ordinary resolution that Mr RG Tomlinson be and is hereby elected as a member of the company’s audit and risk committee in terms of section 94(2) of the Companies Act, No 71 of 2008, as amended or replaced from time to time.”

4.2 Ordinary resolutions 4.2

“Resolved as an ordinary resolution that Ms BA Mabuza be and is hereby elected as a member of the company’s audit and risk committee in terms of section 94(2) of the Companies Act, No 71 of 2008, as amended or replaced from time to time.”

4.3 Ordinary resolutions 4.3

“Resolved as an ordinary resolution that, subject to the passing of ordinary resolution 3.3, Mr JG Ngcobo be and is hereby elected as a member of the company’s audit and risk committee in terms of section 94(2) of the Companies Act, No 71 of 2008, as amended or replaced from time to time.”

Summarised curricula vitae in respect of each director standing for election to the audit and risk committee are set out in the Corporate governance - Our board section of the integrated annual report.

5

Non-binding advisory endorsement approving the company’s remuneration policy

In terms of the King Report on Corporate Governance for South Africa 2009, King III, every year, the company’s remuneration policy should be tabled for a non-binding advisory vote at the company’s AGM. The essence of this endorsement is to enable the shareholders to express their views on the remuneration policies and accordingly, the shareholders are requested to endorse the company’s remuneration policy.

Advisory endorsement

“Resolved through a non-binding advisory vote, to endorse the company’s remuneration policy (excluding the remuneration of the non-executive directors for their services as directors and members of committees), as set out in the remuneration report of the integrated annual report for the financial year ended 31 March 2015, and tabled at the meeting at which this advisory endorsement was proposed.”

6

Non-executive directors’ fees

Special resolution 1

“Resolved as a special resolution that the proposed fees payable to the non-executive directors of the company for their services as directors of the company and/or as members of the board sub-committees, in respect of the period from 1 October 2015 until the next Annual General Meeting of the company, as proposed in the remuneration report of the integrated annual report for the financial year ended 31 March 2015, and tabled at the meeting at which this resolution was proposed, be and is hereby approved.”

The reason for and the effect of special resolution 1, if passed and becoming effective, is that in terms of sections 66(8) and (9) of the Companies Act, remuneration may only be paid to directors for their service as directors in accordance with a special resolution approved by the shareholders within the previous two years and if not prohibited in terms of a company’s memorandum of incorporation. The fees proposed to be paid to the non-executive directors of the company for their services as directors of the company and/or as members of the board sub-committees have been set as such to ensure that the remuneration of the non-executive directors remains competitive in order to enable the company to attract and retain persons of the calibre required to make meaningful contributions to the company.

7

General authority to repurchase shares

Special resolution 2

• any such acquisition shall only be made in compliance with the provisions of section 48 read with section 46 of the Companies Act, No 71 of 2008, as amended or replaced from time to time (‘Companies Act’);
• any such acquisition of ordinary shares shall be effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the company and the counterparty (reported trades are prohibited);
• authorisation for the repurchase is given by the company’s memorandum of incorporation;
• this general authority shall be valid until the company’s next Annual General Meeting, or 15 months from the date of passing of this special resolution, whichever is shorter;
• repurchases of shares under this general authority to repurchase shares may not, in aggregate in any one financial year, exceed 10% of the company’s issued ordinary share capital as at the date of passing of this special resolution;
• in determining the price at which ordinary shares issued by the company are acquired by it or any of its subsidiaries in terms of this general authority, the maximum premium at which such ordinary shares may be acquired will be 10% of the weighted average of the market value at which such ordinary shares are traded on the JSE for the five business days immediately preceding the date of repurchase of such ordinary shares by the company or any of its subsidiaries. The JSE Limited should be consulted for a ruling if the company’s ordinary shares have not traded in such five business day period;
• at any point in time, the company may only appoint one agent to effect any repurchase on the company’s behalf;
• this authority includes an authority for shares to be repurchased, through the JSE’s order book from a director or prescribed officer of the company or a person related to a director or prescribed officer, as contemplated in section 48(8)(a) of the Companies Act;
• the company and/or its subsidiaries do not repurchase any shares during a prohibited period as defined by the Listings Requirements of the JSE unless they have in place a repurchase programme where the dates and quantities of ordinary shares to be traded during the relevant period are fixed (not subject to any variation) and has been submitted to the JSE in writing prior to the commencement of the prohibited period. The company will instruct an independent third party, which makes its investment decisions in relation to the company’s securities independently of, and uninfluenced by the company, prior to the commencement of the prohibited period to execute the repurchase programme submitted to the JSE;
• the board of directors authorise such transaction by passing a resolution authorising the repurchase, confirming that the company and its subsidiaries have passed the solvency and liquidity test and that, since the test was performed, there have been no material changes to the financial position of the company and its subsidiaries; and
• the company and its subsidiaries passes the solvency and liquidity test as contemplated in the Companies Act and within the time frame contemplated in the Companies Act and that, since the solvency and liquidity test was applied, no material change has occurred in the financial position of the group.”

The reason for and effect of special resolution 2, if passed and becoming effective, is to grant the company and the subsidiaries of the company, a general authority in terms of the JSE Listings Requirements for the acquisition by the company, or a subsidiary of the company, of the company’s shares.

The directors consider that such a general authority should be put in place in order to enable the acquisition of the company’s shares should an opportunity to do so present itself during the year and which is in the best interests of the company and its shareholders.

• the company and the group will be able, in the ordinary course of business, to pay its debts;
• the assets of the company and the group will be in excess of the liabilities of the company and the group. For this purpose, the assets and liabilities should be recognised and measured in accordance with the accounting policies used in the latest audited consolidated annual group financial statements;
• the share capital and reserves of the company and the group will be adequate for ordinary business purposes; and
• the working capital of the company and the group will be adequate for ordinary business purposes.

The board of directors confirm that no acquisition by the company and/or any of its subsidiaries of shares in the company will be implemented in terms of this authority unless the board of directors have passed a resolution authorising the repurchase, resolving that the company and its subsidiary/ies, as the case may be, have satisfied the solvency and liquidity test as contemplated in the Companies Act and since the solvency and liquidity test had been applied, there had been no material changes to the financial position of the company or the group.

Upon cumulatively repurchasing 3% of the initial number of ordinary shares in issue and for each 3% of ordinary shares repurchased thereafter, the company will make an announcement to such effect not later than 08:30 on the second business day following the day on which the relevant threshold is reached or exceeded.

• major beneficial shareholders – Group overview - Our owners and in the Analysis of shareholdings section of the integrated annual report; and
• share capital of the company – note 13 of the annual financial statements of the company for the financial year ended 31 March 2015.
• The directors, whose names appear in the Corporate governance - Our board section of the integrated annual report:
• collectively and individually accept full responsibility for the accuracy of the information pertaining to special resolution 2; and
• certify that, to the best of their knowledge and belief, there are no facts that have been omitted which would make any statement false or misleading, that all reasonable enquiries to ascertain such facts have been made and that this notice of AGM contains all information in relation to special resolution 2 required by the JSE Listings Requirements.

As at 20 August 2015, being the last practicable date before the finalisation of this notice of AGM, there have been no material changes in the financial or trading position of the company and its subsidiaries that have occurred since 31 March 2015 other than the facts and developments reported on in the integrated annual report.

8

General approval of the provision of financial assistance in terms of section 45 of the Companies Act

Special resolution 3

• any of its present or future subsidiaries and/or any other company or corporation that is or becomes a related or inter-related company or corporation of the company, or
• any director or prescribed officer of the company, or of its present or future subsidiaries and/or any other company or corporation that is or becomes a related or inter-related company or corporation, or
• any member of its present or future subsidiaries and/or any other company or corporation that is or becomes a related or inter-related company or corporation, or
• any person related to any such company, corporation, director, prescribed officer or member,

on such terms and conditions as the board of directors (or any one or more persons authorised by the board of directors from time to time for such purpose) may deem fit.”

The reason for special resolution 3, if passed and becoming effective, is that as part of the normal conduct of the business of the group, the company provides financial assistance to its subsidiaries and other related and inter-related companies and entities (as contemplated in the Companies Act), including the provision of guarantees and other forms of security to third parties which provide funding to the group. In order to ensure, inter alia, that the group’s present and future subsidiaries and other related and inter-related companies and entities have access to financing and/or financial backing from the group and are able to appropriately structure the financing of the group’s corporate and working capital requirements, it is necessary that the company obtains the approval of shareholders in terms of this special resolution 3.

Section 45 of the Companies Act permits financial assistance to be provided to a related or inter-related company or corporation of the company; to a director or prescribed officer of the company, or of a related or inter-related company or corporation; to a member of a related or inter-related company or corporation; or to a person related to any such company, corporation, director, prescribed officer or member, if the financial assistance is pursuant to, inter alia, a special resolution of the shareholders adopted within the previous two years and provided that the board of directors of the company is satisfied that: (i) immediately after providing the financial assistance, the company would satisfy the solvency and liquidity test (as contemplated in the Companies Act); and (ii) the terms under which the financial assistance is proposed to be given are fair and reasonable to the company.

The effect of special resolution 3, if passed and becoming effective, is to grant the directors of the company the continued authority to authorise the provision of financial assistance by the company to any of its present or future subsidiaries and/or any other company or corporation that is or becomes a related or inter-related company or corporation of the company, to any director or prescribed officer of the company, or of its present or future subsidiaries and/or any other company or corporation that is or becomes a related or inter-related company or corporation of the company, to any member of its present or future subsidiaries and/or any other company or corporation that is or becomes a related or inter-related company or corporation of the company or to any person related to any such company, corporation, director, prescribed officer or member, for the ensuing two years, subject to the requirements of the Companies Act, the company’s memorandum of incorporation and the Listings Requirements of the JSE.

As part of the normal conduct of the business of the group and consistent with standard practice, shareholders and interested and affected parties are advised to take note that the board of directors of the company has in the past, from time to time, authorised the provision by the company of direct or indirect financial assistance to group members, as envisaged in section 45 of the Companies Act, which provision of financial assistance had been authorised by a special resolution of the shareholders, adopted within the previous two years of the provision of such financial assistance.

Further, and pursuant to the adoption of special resolution 3, shareholders and interested and affected parties are advised to take note that the board of directors of the company will from time to time consider terms for, and generally authorise, the provision by the company of direct or indirect financial assistance, as envisaged in section 45 of the Companies Act that may be required or deemed appropriate in the ordinary course of business and consistent with standard practice, to any entity or individual contemplated in special resolution 3.

9

Issue of shares or options and grant of financial assistance in terms of the company’s share-based incentive schemes

Special resolution 4

• the issue by the company of shares or securities convertible into shares, or the grant by the company of options for the allotment or subscription of shares or other securities of the company or the grant of any other rights exercisable for securities of the company; and/or
• the provision by the company of direct or indirect financial assistance (whether by way of loan, guarantee, the provision of security or otherwise) in connection with the subscription of any option or any securities issued or to be issued by the company or by a related or inter-related company or for the purchase of any securities of the company or of a related or inter-related company, at any time and from time to time during the period of two years commencing on the date of the adoption of this special resolution, to the Gold Reef Share Scheme or to a director, future director, prescribed officer or future prescribed officer of the company or to a person related or inter-related to the company or to a director or prescribed officer of the company or to their respective nominees, in accordance with the provisions of the Gold Reef Share Scheme and/or in accordance with the provisions of any other share-based incentive scheme established by the company,

be and are hereby approved.”

The reason for and effect of special resolution 4, if passed and becoming effective, is: (i) to authorise the issue of shares or options and the provision of financial assistance, to the extent necessary, for the purposes of complying with the company’s obligations under the Gold Reef Share Scheme and/or in accordance with the provisions of any other share-based incentive scheme established by the company; and (ii) section 44 contains an exemption in respect of employee share schemes that satisfy the requirements of section 97 of the Companies Act. To the extent that any of the company’s share or other employee incentive schemes do not satisfy such requirements, financial assistance (as contemplated in section 44) to be provided under such schemes will, inter alia, also require approval by special resolution of the shareholders.

• immediately after providing the financial assistance, the company would satisfy the solvency and liquidity test; and
• the terms under which the financial assistance is proposed to be given are fair and reasonable to the company.

RECORD DATES

• receive notice of the AGM is Friday, 4 September 2015; and
• participate in and vote at the AGM is Friday, 9 October 2015. The last day to trade in order to be registered in the company’s register of shareholders to be able to participate in and vote at the AGM will, therefore, be Friday, 2 October 2015.

VOTING

Each ordinary resolution to be considered at the AGM requires the support of more than 50% of the voting rights exercised on that resolution, in order to be adopted.

Each special resolution to be considered at the AGM requires the support of at least 75% of the voting rights exercised on that resolution, in order to be adopted.

In terms of the Listings Requirements of the JSE, equity securities held by a share trust or scheme established by the company will not have their votes at the AGM taken into account for the purposes of adopting the resolutions proposed thereat in terms of the Listings Requirements of the JSE.

In terms of section 48(2)(b)(ii) of the Companies Act, No 71 of 2008, as amended or replaced from time to time, subsidiaries of the company which hold shares in the company shall not be entitled to exercise voting rights on any resolutions proposed by the company in respect of such shares.

Voting on the resolutions to be considered at the AGM will be conducted by way of a poll. In this regard, every shareholder present in person or represented by proxy shall have one vote for every share held by such shareholder.

Shareholders who hold dematerialised shares, other than holders of dematerialised shares registered in their own name, must inform their CSDP or broker of their intention to attend the AGM and must request their CSDP or broker to issue them with the necessary letter of representation to attend the AGM if they wish to attend the AGM in person or provide their CSDP or broker with their voting instructions should they not wish to attend the AGM in person, failing which the CSDP or broker will be obliged to act in terms of the mandate between such shareholders and their CSDP or broker.

PROXIES

Shareholders holding certificated shares and shareholders holding dematerialised shares registered in such shareholders’ own name and who are registered as such on Friday, 9 October 2015 are entitled to attend, participate in and vote at the AGM and may appoint a proxy or proxies (acting in the alternative) to attend, participate in, speak and vote at the AGM in such shareholders’ stead. A proxy need not be a shareholder of the company. The completion and lodging of a form of proxy will not preclude a shareholder from attending, participating in, speaking and voting at the AGM to the exclusion of the proxy/ies so appointed.

The attached form of proxy should be completed and returned to the transfer secretaries of the company, Link Market Services South Africa Proprietary Limited, at their address below, in accordance with the instructions contained therein so as to be received by the transfer secretaries, by no later than 12:00 on Tuesday, 13 October 2015.

IDENTIFICATION

In terms of section 63(1) of the Companies Act, before any person may attend or participate in the AGM, that person must present reasonably satisfactory identification and the person presiding at the AGM must be reasonably satisfied that the right of the person to participate in and vote at the AGM, either as a shareholder, or as a representative or proxy for a shareholder, has been reasonably verified.

AVAILABILITY OF DOCUMENTS

Copies of the consolidated financial statements and the integrated annual report of the company and the group for the year ended 31 March 2015, containing the report of the directors, the independent auditors, the audit and risk committee, the social and ethics committee and the remuneration committee referred to in ordinary resolution 1, may be obtained from the registered office of the company, Palazzo Towers East, Montecasino Boulevard, Fourways, 2055, South Africa, during normal business hours from Thursday, 10 September 2015 up to and including Wednesday, 14 October 2015, or from the company’s website, www.tsogosun.com.

ELECTRONIC COMMUNICATION

Should any shareholder (or a representative or proxy for a shareholder) wish to participate in the AGM by way of electronic participation, that shareholder should make an application in writing (including details as to how the shareholder or its representative (including its proxy) can be contacted) to so participate, to the transfer secretaries, at their address below, to be received by the transfer secretaries at least seven business days prior to the AGM (i.e. by Monday, 5 October 2015) in order for the transfer secretaries to arrange for the shareholder (or its representative or proxy) to provide satisfactory identification to the transfer secretaries for the purposes of section 63(1) of the Companies Act and for the transfer secretaries to provide the shareholder (or its representative or proxy) with details as to how to access the AGM by means of electronic participation. Shareholders participating electronically will not be able to vote electronically and must follow the standard voting arrangements indicated above. The company reserves the right not to provide for electronic participation at the AGM in the event that it determines that it is not practical to do so, or an insufficient number of shareholders (or their representatives or proxies) request to so participate.

ENQUIRIES

Any shareholders having difficulties or queries in regard to the AGM or the above are invited to contact the Company Secretary, GD Tyrrell, on +27 11 510 7840 or graham.tyrrell@tsogosun.com.

RESULTS OF THE AGM

The results of the AGM will be posted on SENS as soon as practically possible after the AGM.

By order of the board

Graham David Tyrrell
Company Secretary

21 August 2015