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Notice to shareholders in terms of section 45(5) of the Companies Act
Sibanye Stillwater Limited
Incorporated in the Republic of South Africa
Registration number 2014/243852/06
Share codes: SSW (JSE) and SBSW (NYSE)
ISIN – ZAE000259701
Issuer code: SSW
("Sibanye-Stillwater" or the "Group" or the "Company")
Website: www.sibanyestillwater.com
Notice to shareholders in terms of section 45(5) of the Companies Act
Johannesburg, 2 June 2025: Sibanye-Stillwater (JSE: SSW and NYSE: SBSW) advises that its
wholly owned subsidiary, Sibanye-Stillwater UK Financing Plc (UK Finco), a counterparty in
the Franco-Nevada US$500 million stream financing, has joined all existing debt financing
facilities as a guarantor, and the US$1 billion revolving credit facility (USD RCF) as a
borrower.
Notice is hereby given that, in terms of the provisions of Section 45(5) of the Companies
Act, 71 of 2008 (the Companies Act), and pursuant to the special resolution passed at the
general meeting of Sibanye Stillwater Limited (the Company) held on 28 May 2024, the board
of directors of the Company (the Board) has adopted a resolution to guarantee obligations of
UK Finco under the USD RCF, which guarantee constitutes the giving of direct and/or indirect
financial assistance to related and inter-related companies and corporations of the Company
in terms of the provisions of Section 45 of the Companies Act (the Financial Assistance).
Shareholders are notified for purposes of section 45(5)(a) of the Act that the Financial
Assistance exceeds one-tenth of 1% of the Company's net worth.
Having considered all reasonable financial circumstances of the Company in terms of and
pursuant to the provisions of Section 45, as read with Section 4 of the Companies Act, the
Board is satisfied that:
• immediately after providing the Financial Assistance referred to above, the Company
would satisfy the solvency and liquidity test contemplated in Section 4 of the Companies
Act;
• all relevant conditions and restrictions relating to the granting of the Financial
Assistance by the Company contained in the Company's memorandum of incorporation are
satisfied; and
• the terms and conditions on which the Financial Assistance is to be given are fair and
reasonable to the Company.
About Sibanye-Stillwater
Sibanye-Stillwater is a multinational mining and metals processing group with a diverse portfolio of
operations, projects and investments across five continents. The Group is also one of the foremost global
recyclers of a suite of metals and has interests in leading mine tailings retreatment operations.
Sibanye-Stillwater is one of the world's largest primary producers of platinum, palladium, and rhodium
and is a top tier gold producer. It also produces and refines iridium and ruthenium, nickel, chrome,
copper and cobalt. The Group has also diversified into battery metals mining and processing and has
increased its presence in the circular economy by growing its recycling and tailings reprocessing
exposure globally. For more information refer to www.sibanyestillwater.com.
Investor relations contact:
Email: ir@sibanyestillwater.com
James Wellsted
Executive Vice President: Investor Relations and Corporate Affairs
Tel: +27 (0) 83 453 4014
Website: www.sibanyestillwater.com
LinkedIn: https://www.linkedin.com/company/sibanye-stillwater
Facebook: https://www.facebook.com/SibanyeStillwater
YouTube: https://www.youtube.com/@sibanyestillwater/videos
X: https://twitter.com/SIBSTILL
Sponsor: J.P. Morgan Equities South Africa Proprietary Limited
DISCLAIMER
FORWARD LOOKING STATEMENTS
This announcement contains forward-looking statements within the meaning of the "safe harbour" provisions of the United States Private
Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this presentation may
be forward-looking statements. Forward-looking statements may be identified by the use of words such as "will", "would", "expect",
"forecast", "potential", "may", "could" "believe", "aim", "anticipate", "target", "estimate" and words of similar meaning.
These forward-looking statements, including among others, those relating to Sibanye Stillwater Limited's (Sibanye-Stillwater or the
Group) future financial position, business strategies, business prospects, industry forecasts, production and operational gu idance,
climate and ESG-related targets and metrics, and plans and objectives for future operations, project finance and the completion or
successful integration of acquisitions, are necessarily estimates reflecting the best judgement of Sibanye-Stillwater's senior
management. Readers are cautioned not to place undue reliance on such statements. Forward-looking statements involve a number of
known and unknown risks, uncertainties and other factors, many of which are difficult to predict and generally beyond the control of
Sibanye-Stillwater, that could cause its actual results and outcomes to be materially different from historical results or from any
future results expressed or implied by such forward-looking statements. As a consequence, these forward-looking statements should be
considered in light of various important factors, including those set forth in Sibanye-Stillwater's 2024 Integrated Report and annual
report on Form 20-F filed with the Securities and Exchange Commission (SEC) on 25 April 2025 (SEC File no. 333-234096). These forward-
looking statements speak only as of the date of this presentation. Sibanye-Stillwater expressly disclaims any obligation or undertaking
to update or revise any forward-looking statement (except to the extent legally required).
Websites
References in this announcement to information on websites (and/or social media sites) are included as an aid to their location and
such information is not incorporated in, and does not form part of, this announcement.
Date: 02-06-2025 04:39:00
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