US SEC Form 20-F 2015 - Sibanye Stillwater

As filed with the Securities and Exchange Commission on 21 March 2016

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Form 20-F (Mark One) REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

or ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended 31 December 2015 or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

or SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report For the transition period from to

Commission file number: 001-35785

Sibanye Gold Limited (Exact name of registrant as specified in its charter)

Republic of South Africa (Jurisdiction of incorporation or organization)

Libanon Business Park 1 Hospital Street (off Cedar Avenue)

Libanon, Westonaria, 1780 South Africa.

011-27-11-278-9600 (Address of principal executive offices)

With copies to: Charl Keyter

Chief Financial Officer Sibanye Gold Limited

Tel: 011-27-11-278-9700 Fax: 011-27-11-278-9863 Libanon Business Park

1 Hospital Street (off Cedar Avenue) Libanon, Westonaria, 1780

South Africa (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

and Thomas B. Shropshire, Jr.

Linklaters LLP Tel: 011-44-20-7456-3223 Fax: 011-44-20-7456-2222

One Silk Street London EC2Y 8HQ

United Kingdom Securities registered or to be registered pursuant to Section 12(b) of the Act

Title of Each Class Ordinary shares of no par value each

American Depositary Shares, each representing four ordinary shares

Name of Each Exchange on Which Registered New York Stock Exchange* New York Stock Exchange

*Not for trading, but only in connection with the registration of the American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission. Securities registered or to be registered pursuant to Section 12(g) of the Act

None (Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act None

(Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock

as of the close of the period covered by the Annual Report 916,140,552 ordinary shares of no par value each Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes No � If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.� Yes No Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No � Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)*.� Yes No � Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer Accelerated filer � Non-accelerated filer � Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

US GAAP � International Financial Reporting Standards as issued by the International Accounting Standards Board

Other �

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 � Item 18 � If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes � No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes � No �

* This requirement does not apply to the registrant

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FORM 20-F CROSS REFERENCE GUIDE

Item Form 20-F Caption Location in this document Page

1 Identity of directors, senior management and advisers

NA NA

2 Offer statistics and expected timetable NA NA

3 Key information

(a) Selected Financial Data Annual Financial Report—Overview——Five year financial performance

76-77

(b) Capitalisation and indebtedness NA NA

(c) Reasons for the offer NA NA

(d) Risk factors Further Information—Risk Factors 183-195

4 Information on the Company

(a) History and Development of the Company

Annual Financial Report—Administrative Details—Administration and corporate information

182

Integrated Annual Report—About Sibanye’s reports

12

Integrated Annual Report—Group profile

13-14

Integrated Annual Report—Perspective from the Chair

18-19

Integrated Annual Report—Chief Executive’s review

20-23

Annual Financial Report—Accountability—Directors’ report

111-115

Annual Financial Report—Overview——Five year financial performance

76-77

Integrated Annual Report—Capitals overview and business model

24-25

Integrated Annual Report—Grow—Acquisitions and funding model

72

Annual Financial Report— Overview—Management’s discussion and analysis of the financial statements—Acquisitions

80-82

Annual Financial Report—Annual Financial Statements—Notes to the consolidated financial statements—Note 12: Acquisitions

151-153

Further Information—Acquisition Assets

202-207

(b) Business Overview Integrated Annual Report—Group profile

13-14

Integrated Annual Report—Capitals overview and business model

24-25

Integrated Annual Report—Optimise 39-50

Integrated Annual Report—Sustain—Manage environmental impact

60-64

Integrated Annual Report—Material issues

26-38

Annual Financial Report—Overview——Five year financial performance

76-77

2


Further Information—Environmental and Regulatory Matters

208-212

(c) Organisational structure Integrated Annual Report—Group profile

13-14

Annual Financial Report—Annual Financial Statements—Notes to the consolidated financial statements—Note 1.3: Consolidation

133-134

(d) Property, plant and equipment Integrated Annual Report—Optimise—Optimise and integrate operations

39-45

Further Information—Reserves of Sibanye as of 31 December 2015

196-201

Further Information—Acquisition Assets

202-207

Further Information—Environmental and Regulatory Matters

208-212

Annual Financial Report—Annual Financial Statements—Notes to the consolidated financial statements—Note 11: Property, plant and equipment

146-150

4A Unresolved staff comments NA NA

5 Operating and financial review and prospects

(a) Operating results Annual Financial Report—Overview—Management’s discussion and analysis of the financial statements

78-95

Annual Financial Report—Annual Financial Statements—Consolidated income statement

127

Annual Financial Report—Annual Financial Statements—Consolidated statement of financial position

128

Annual Financial Report—Annual Financial Statements—Consolidated statement of cash flows

130

(b) Liquidity and capital resources Annual Financial Report—Overview—Management’s discussion and analysis of the financial statements—Liquidity and capital resources

91-94

(c) Research and development, patents and licences, etc.

NA NA

(d) Trend information Annual Financial Report—Overview—Management’s discussion and analysis of the financial statements

78-95

(e) Off-balance sheet arrangements Annual Financial Report—Overview—Management’s discussion and analysis of the financial statements—Off balance sheet arrangements and contractual commitments

94

(f) Tabular disclosure of contractual obligations

Annual Financial Report—Overview—Management’s discussion and analysis of the financial statements—Off balance sheet arrangements and contractual commitments

94

(g) Safe harbour Forward-looking statements 9

3


6 Directors, senior management and employees

(a) Directors and senior management

Annual Financial Report—Accountability—Board of directors and management

98-102

(b) Compensation Annual Financial Report—Accountability—Remuneration report

118-125

(c) Board practices Annual Financial Report—Accountability—Corporate governance report

103-108

(d) Employees Integrated Annual Report—Optimise—Develop productive, skilled and engaged workforce

46-50

(e) Share ownership Annual Financial Report—Accountability—Remuneration report

118-125

Annual Financial Report—Overview—Management’s discussion and analysis of the financial statements—Share-based payments

89

Annual Financial Report—Annual Financial Statements—Notes to the consolidated financial statements—Note 6: Share-based payments

139-142

7 Major Shareholders and Related Party Transactions

(a) Major shareholders Annual Financial Report—Administrative Details—Shareholder ownership

180-181

Integrated Annual Report—Group profile

13-14

Further Information—The Offer and Listing

214-215

(b) Related party transactions Annual Financial Report—Accountability—Directors’ report

111-115

Annual Financial Report—Annual Financial Statements—Notes to the consolidated financial statements—Note 34: Related-party transactions

177-178

(c) Interests of experts and counsel NA NA

8 Financial information

(a) Consolidated statements and other financial information

Annual Financial Report—Overview—Management’s discussion and analysis of the financial statements

78-95


127


128


130

Annual Financial Report—Accountability—Directors’ report—Financial affairs—Dividend policy

112

4


Further information—Financial information—Dividend policy and dividend distributions

213

(b) Significant Changes NA NA

9 The Offer and Listing

(a) Offer and listing details Further Information—The Offer and Listing

214-215

(b) Plan of distribution NA NA

(c) Markets Further Information—The Offer and Listing

214-215

(d) Selling shareholders NA NA

(e) Dilution NA NA

(f) Expenses of the issue NA NA

10 Additional information

(a) Share capital NA NA

(b) Memorandum and articles of association

Further Information—Additional Information—Memorandum of Incorporation

216

(c) Material contracts Further Information—Additional Information—Material Contracts

216-218

(d) Exchange controls Further Information—Additional Information—South African Exchange Control Limitations Affecting Security Holders

223

Further Information—Environmental and Regulatory Matters—Exchange Controls

212

(e) Taxation Further Information—Additional Information—Taxation

223-226

(f) Dividends and paying agents NA NA

(g) Statement by experts NA NA

(h) Documents on display Further Information—Additional Information—Documents on display

226-227

(i) Subsidiary information NA NA

11 Quantitative and qualitative disclosures about market risk

Annual Financial Report—Annual Financial Statements—Notes to the Consolidated Financial Statements—Note 33: Risk Management Activities

173-177

12 Description of securities other than equity securities

(a) Debt securities NA NA

(b) Warrants and rights NA NA

(c) Other securities NA NA

(d) American depositary shares Further Information—Additional Information—American Depositary Shares

218-223

13 Defaults, dividend arrearages and delinquencies

NA NA

14 Material modifications to the rights of security holders and use of proceeds

NA NA

5


15 Controls and procedures Further Information—Controls and Procedures

228

16A Audit Committee Financial Expert Annual Financial Report—Accountability—Corporate governance report—Board committees—The Audit Committee

105-106

16B Code of ethics Annual Financial Report—Accountability—Corporate governance report—Key Standards and Principles

103

16C Principal accountant fees and services

Annual Financial Report—Accountability—Report of the Audit Committee

109-110

16D Exemptions from the listing standards for audit committees

NA NA

16E Purchase of equity securities by the issuer and affiliated purchasers

None

16F Change in registrant’s certifying accountant

NA NA

16G Corporate governance Annual Financial Report—Accountability—Corporate governance report—Corporate Governance

108

16H Mine safety disclosure NA NA

17 Financial statements NA NA

18 Financial statements Annual Financial Report—Accountability—Report of Independent Registered Public Accounting Firm

117


127


128

Annual Financial Report—Annual Financial Statements—Consolidated Statement of Changes in Equity

129


130

Annual Financial Report—Annual Financial Statements—Notes to the consolidated financial statements

131-178

19 Exhibits Exhibits 229-230

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

HISTORICAL CONSOLIDATED FINANCIAL STATEMENTS Sibanye Gold Limited (Sibanye) is a South African company and all of our existing operations are located in South Africa. Accordingly, our books of account are maintained in South African Rand and our annual financial statements are prepared in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board, as prescribed by law. These financial statements are distributed to shareholders and are submitted to the Johannesburg Stock Exchange (JSE) and the New York Stock Exchange (NYSE).

In previous years, the IFRS financial statements were furnished to the Securities and Exchange Commission (SEC) on Form 6-K. Until 31 December 2013, Sibanye also prepared annual financial statements in accordance with United States Generally Accepted Accounting Principles (US GAAP) for inclusion in the annual report on Form 20-F, which were translated into US dollars. Sibanye has prepared the annual financial statements contained in this annual report on Form 20-F for the fiscal years ended 31 December 2015, 2014 and 2013 and as at 31 December 2015, 2014 and 2013 in accordance with IFRS. Sibanye changed to reporting in accordance with IFRS in our Form 20-F to remove duplication, improve efficiencies as we report in accordance with IFRS in South Africa, our home country, and align with the majority of our peers.

The audited consolidated financial statements of Sibanye as at and for the fiscal years ended 31 December 2015, 2014 and 2013 (the Consolidated Financial Statements) have been prepared using the historical results of operations, assets and liabilities attributable to Sibanye and all of its subsidiaries (the Sibanye Group). In addition, the Consolidated Financial Statements include historical charges from Gold Fields Limited (Gold Fields). The Consolidated Financial Statements have been prepared under the historical cost convention, except for financial assets and financial liabilities (including derivative financial instruments), which are measured at fair value through profit or loss or through the fair value adjustment reserve in equity.

NON-IFRS MEASURES The financial information in this annual report includes certain measures that are not defined by IFRS, including “operating costs”, “operating margin,”, “earnings before interest, tax, depreciation and amortisation” (EBITDA), “total cash cost”, “All-in sustaining cost”, “All-in cost”, “All-in cost margin”, “headline earnings per share”, “free cash flow” and “net debt” (each as defined below or in “Annual Financial Report—Overview—Five year financial performance”). These measures are not measures of financial performance or cash flows under IFRS and may not be comparable to similarly titled measures of other companies. These measures have been included for the reasons described below or in “Annual Financial Report—Overview—Five year financial performance” and should not be considered by investors as alternatives to costs of sales, net operating profit, profit before taxation, cash from operating activities or any other measure of financial performance presented in accordance with IFRS.

Operating costs is defined as cost of sales excluding amortisation and depreciation. Operating margin is defined as revenue minus operating costs, divided by revenue. Free cash flow is defined as cash flows from operating activities before dividends paid, less additions to property, plant and equipment. Management considers free cash flow to be an indicator of cash available for repaying debt, funding exploration and paying dividends.

See “Annual Financial Report—Overview—Five year financial performance—Footnote 1” and “Annual Financial Report—Overview—Five year financial performance—Footnote 2” for more information.

CONVERSION RATES Certain information in this annual report presented in Rand has been translated into US dollars. Unless otherwise stated, the conversion rate for these translations is R15.54/US$1.00 which was the closing rate on 31 December 2015. By including the US dollar equivalents, Sibanye is not representing that the Rand amounts actually represent the US dollar amounts shown or that these amounts could be converted into US dollars at the rates indicated.

THE ACQUISITIONS OF THE RUSTENBURG OPERATIONS AND AQUARIUS On 9 September 2015, Sibanye announced that it entered into an agreement with Rustenburg Platinum Mines Limited (RPM), a wholly owned subsidiary of Anglo American Platinum Limited (Anglo American Platinum) to acquire the Bathopele, Siphumelele (including Khomanani), and Thembelani (including Khuseleka) mining operations, two concentrating plants, an on-site chrome recovery plant, the Western Limb Tailings Retreatment Plant, associated surface infrastructure and related assets and liabilities on a going concern basis (the Rustenburg Operations) (the Rustenburg Transaction).

On 6 October 2015, Sibanye announced a cash offer of US$0.195 per share for the entire issued share capital of Aquarius (the Aquarius Transaction and, together with the Rustenburg Transaction, the Acquisitions). Aquarius owns stakes in the Kroondal mine and Platinum Mile retreatment facilities near Rustenburg in South Africa and the Mimosa joint venture with Impala Platinum in Zimbabwe. Both Acquisitions remain subject to conditions precedent.

This annual report contains operational and financial information regarding the Rustenburg Operations and the operations of Aquarius which have been extracted without material adjustment from the publicly available information regarding these operations published by Anglo American Platinum and Aquarius, respectively. Sibanye has not independently verified the completeness or accuracy of this information and such information was not prepared for the purpose of this annual report.

The ore reserve statements of the Rustenburg Operations and Aquarius have not been included in this annual report because they have not been prepared in accordance with Industry Guide 7. Management believes that the Acquisitions will add a substantial amount of platinum group metals (PGMs) (4E) to Sibanye’s ore reserves.

7

Investors should note that the Acquisitions remain subject to conditions precedent, including obtaining clearances from the DMR with regard to the Rustenburg Operations.

MARKET INFORMATION This annual report includes industry data about Sibanye’s markets obtained from industry surveys, industry publications, market research and other publicly available third-party information. Industry surveys and industry publications generally state that the information they contain has been obtained from sources believed to be reliable but that the accuracy and completeness of such information is not guaranteed. Sibanye and its advisers have not independently verified this data.

In addition, in many cases statements in this annual report regarding the gold mining industry and Sibanye’s position in that industry have been made based on internal surveys, industry forecasts, market research, as well as Sibanye’s own experiences. While these statements are believed by Sibanye to be reliable, they have not been independently verified.

8

DEFINED TERMS AND CONVENTIONS

In this annual report, all references to “we”, “us” and “our” refer to Sibanye and the Sibanye Group, as applicable. On 18 February 2013, the board of directors of Gold Fields completed the separation of its wholly-owned subsidiary, Sibanye (formerly known as GFI Mining South Africa Proprietary Limited (GFIMSA)), into an independent, publicly traded company (the Spin-off). The Spin-off was achieved by way of Gold Fields making a distribution on a pro rata basis of one Sibanye share for every one Gold Fields share (whether held in the form of shares, American Depositary Receipts (ADRs) or international depositary receipts) to Gold Fields shareholders, registered as such in Gold Fields’ register at close of business on 15 February 2013, in terms of section 46 of the South African Companies Act, 2008 (Act No 71 of 2008) (the Companies Act), section 46 of the Income Tax Act and the JSE Listing Requirements. The board of directors of Gold Fields passed the resolution necessary to implement the Spin-off on 12 December 2012, and Sibanye shares were listed on the JSE as well as on the NYSE on 11 February 2013. As of the Spin-off date, Gold Fields and Sibanye were independent, publicly traded companies and with separate public ownership, boards of directors and management. Results of operations for the periods prior to the Spin-off date are for GFIMSA when it was operated as a wholly-owned subsidiary of Gold Fields.

In this annual report, all references to “fiscal 2016” and “2016” are to the fiscal year ending 31 December 2016, all references to “fiscal 2015” and “2015” are to the audited fiscal year ended 31 December 2015, all references to “fiscal 2014” and “2014” are to the audited fiscal year ended 31 December 2014 and all references to “fiscal 2013” and “2013” are to the audited fiscal year ended 31 December 2013.

In this annual report, all references to “South Africa” are to the Republic of South Africa, all references to the “United States” and “US” are to the United States of America, its territories and possessions and any state of the United States and the District of Columbia, all references to the “United Kingdom” and “UK” are to the United Kingdom of Great Britain and Northern Ireland and all references to “Zimbabwe” are to the Republic of Zimbabwe.

In this annual report, all references to the “DMR” are references to the South African Department of Mineral Resources, the government body responsible for regulating the mining industry in South Africa.

This annual report contains descriptions of gold mining and the gold mining industry, including descriptions of geological formations and mining proceeds. In order to facilitate a better understanding of these descriptions, this annual report contains a glossary defining a number of technical and geological terms.

In this annual report, gold production figures are provided in kilograms, which are referred to as “kg”, or in troy ounces, which are referred as “ounces” or “oz”. Ore grades are provided in grams per metric ton, which are referred to as “grams per ton” or “g/t.” All references to “tons”, “tonnes” or “t” in this annual report are to metric tons.

In this annual report, “R”, “Rand” and “rand” refer to the South African Rand and “Rand cents” and “SA cents” refers to subunits of the South African Rand, “$”, “US$”, “US dollars” and “dollars” refer to United States dollars and “US cents” refers to subunits of the US dollar, “£”, “GBP” and “pounds sterling” refer to British pounds and “pence” refers to the subunits of the British pound.

9

FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the US Securities Exchange Act of 1934, as amended (the Exchange Act) with respect to our financial condition, results of operations, business strategies, operating efficiencies, competitive position, growth opportunities for existing services, plans and objectives of management, markets for stock and other matters.

These forward-looking statements, including, among others, those relating to our future business prospects, revenues and income, wherever they may occur in this annual report and the exhibits to this annual report, are necessarily estimates reflecting the best judgment of our senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. As a consequence, these forward-looking statements should be considered in light of various important factors, including those set forth in this annual report. Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, without limitation:

• the occurrence of labour disruptions and industrial actions;

• the outcome and consequence of any potential or pending litigation or regulatory proceedings or other environmental, health or safety issues;

• the occurrence of temporary stoppages of mines for safety incidents and unplanned maintenance;

• the occurrence of hazards associated with underground and surface gold and uranium mining;

• changes in relevant government regulations, particularly environmental, tax, health and safety regulations and new legislation affecting water, mining, mineral rights and business ownership, including any interpretation thereof which may be subject to dispute;

• economic, business, political and social conditions in South Africa and elsewhere;

• power disruption, constraints and cost increases;

• the ability of Sibanye to comply with requirements that it operate in a sustainable manner;

• the ability to achieve anticipated efficiencies and other cost savings in connection with past and future acquisitions, as well as at existing operations;

• the completion of the Acquisitions of the Rustenburg Operations and Aquarius and the risks associated with platinum mining;

• supply chain shortages and increases in the price of production inputs;

• changes in the market price of gold and/or uranium;

• fluctuations in exchange rates, currency devaluations, inflation and other macro-economic monetary policies;

• failure of Sibanye’s information technology and communications systems;

• changes in assumptions underlying Sibanye’s estimation of its current mineral reserves;

• the success of Sibanye’s business strategy, exploration and development activities;

• the availability, terms and deployment of capital or credit;

• Sibanye’s ability to hire and retain senior management or sufficient technically skilled employees, as well as its ability to achieve sufficient representation of historically disadvantaged South Africans in its management positions;

• the adequacy of Sibanye’s insurance coverage;

• any social unrest, sickness or natural or man-made disaster at informal settlements in the vicinity of some of Sibanye’s operations; and

• the impact of HIV, tuberculosis and other contagious diseases.

We undertake no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this annual report or to reflect the occurrence of unanticipated events.

•

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TABLE OF CONTENTS

INTEGRATED ANNUAL REPORT 11

ANNUAL FINANCIAL REPORT 73

FURTHER INFORMATION 183

Risk factors 183

Reserves of Sibanye as of 31 December 2015 196

Acquistion assets 202

Enironmental and regulatory matters 208

Financial information 213

The offer and listing 214

Additional information 216

Controls and procedures 228

EXHIBITS 229

SIGNATURES 231

Sibanye Gold Integrated Annual Report 2015 11

INTEGRATED ANNUAL REPORT

CONTENTS

About Sibanye’s reports 12

Group profile 13

Strategy 15

Perspective from the Chair 18

Chief Executive’s review 20

Capitals overview and business model 24

Material issues 26

OPTIMISE 39

Optimise and integrate operations 39

Develop a productive, skilled and engaged workforce 46

SUSTAIN 51

Project development and capital allocation 51

Health and safety focus 53

Social upliftment and community development 57

Manage environmental impact 60

Transformation 65

GROW 69

Secure alternative energy sources 69

Modernisation and technological innovation 70

Acquisitions and funding model 72


ABOUT SIBANYE’S REPORTS

THE 2015 SUITE OF REPORTS COVERS THE FINANCIAL YEAR

from 1 January 2015 to 31 December 2015.

Sibanye Gold Limited (Sibanye or the Group) is listed on the Main Board of the Johannesburg Stock Exchange (JSE) (ordinary shares) and on the New York Stock Exchange (NYSE) through an American Depositary Receipt (ADR) programme.

REPORTING PHILOSOPHY The reports are produced to provide stakeholders with transparent insight into the Group’s strategy, the business and its performance over the past year. Stakeholders are thus able to make informed decisions on Sibanye’s ability to create and sustain value.

In this integrated report, Sibanye has endeavoured to build on the information provided in last year’s report. The Group has also sought to be more focused and concise in its reporting. In this regard, Sibanye has produced its annual financial statements as a separate document, the Annual Financial Report 2015. This report is focused on Sibanye’s strategy, its most material risks and issues, and its related performance and outlook.

The theme of this year’s integrated annual report is based on the strategic enablers ‘optimise, sustain and grow’, illustrating how Sibanye has optimised its business so as to sustain and grow the value it creates, and its dividends in particular. The integrated annual report provides an account of Sibanye’s most material risks and opportunities. The Group’s materiality determination process is explained in Integrated Annual Report–Material issues. Sibanye considers an issue to be material if it substantially affects the Group’s ability to create and sustain value in the short, medium and long term. Where external entities substantially influence Sibanye’s business, their real and potential impacts are also discussed in the report.


GROUP PROFILE

Sibanye is a primarily South Africa-focused mining company committed to paying industry-leading dividends.

Sibanye is an independent mining group – domiciled in and focused on South Africa – which currently owns and operates high-quality gold and uranium operations and projects throughout the Witwatersrand Basin. The Group’s corporate office is located close to Westonaria, in the province of Gauteng, near its West Wits operations.

As a responsible corporate citizen, Sibanye fosters and maintains constructive engagement with all stakeholders in order to deliver on its vision to deliver superior value to all of its stakeholders, to maintain its licence to operate, and ultimately for the long-term success and sustainability of the business.

The Group currently owns and operates four underground and surface gold operations in South Africa – the Cooke, Driefontein and Kloof operations in the West Witwatersrand region, and the Beatrix Operation in the southern Free State province. In addition to its mining activities, Sibanye owns and manages significant extraction and processing facilities at its operations, where gold-bearing ore is treated and beneficiated to produce gold doré.

Sibanye is currently investing in a number of organic projects. Those currently being developed include the Kloof and Driefontein below infrastructure projects on the West Rand and the Burnstone project on the South Rand of Gauteng province. Engineering design is underway on the West Rand Tailings Retreatment Project (WRTRP) and financing options are being considered for this project, which awaits environmental permits before it is submitted to the Board for approval. A dedicated projects team continues to assess and refine plans for projects, including Beisa, Bloemhoek and De Bron Merriespruit in the Free State. For a more detailed account of these projects, see Integrated Annual Report–Sustain–Project Development and Capital Allocation.

In line with Sibanye’s strategy to create value for stakeholders and enhance or sustain its dividend, it entered into two separate transactions to acquire the Rustenburg platinum assets from Anglo American Platinum Limited (Rustenburg Operations) and Aquarius Platinum Limited (Aquarius) in 2015. These transactions are expected to be finalised during the course of 2016.

SHAREHOLDER BASE AND INFORMATION The Group’s primary listing is on the JSE, trading under the share code SGL, where it is a constituent of the FTSE/JSE Responsible Investment Index. The Group has a secondary ADR listing on the NYSE, trading under the ticker code SBGL. Each ADR is equivalent to four ordinary shares.

At 31 December 2015, Sibanye had issued share capital of 916,140,552 shares (2014: 898,840,196) –1,000,000,000 authorised – and market capitalisation of approximately R20.9 billion (2014: R20.3 billion) or US$1.3 billion (2014: US$1.8 billion).

The Group’s diverse shareholder base predominantly comprises institutional investors in China (20%), South Africa (32%), the United States (35%), the United Kingdom (5%), the rest of Europe (5%) and the rest of the world (3%) at 31 December 2015. Sibanye has 80% free float and its three largest institutional shareholders (holding 23% of the Group) at 31 December 2015 were the Public Investment Corporation (SOC) Limited (PIC) (8%), Allan Gray Proprietary Limited (Allan Gray) (8%) and Van Eck Associates Corporation (7%).

The Group is committed to transformation and is guided by the Broad-Based Socio-Economic Empowerment Charter for the South African Mining and Minerals Industry (Mining Charter). In 2004, Gold Fields of South Africa Limited (Gold Fields) undertook a black economic empowerment (BEE) transaction, transferring an amount equivalent to 15% of its equity from Sibanye, formerly GFI Mining South Africa Proprietary Limited (GFI Mining South Africa), to Mvelaphanda Gold Proprietary Limited (Mvelaphanda Gold). In 2010, a further 10% of equity was allocated to an employee share ownership plan (ESOP) and another 1% in an empowerment deal. At the end of 2015, 26,444 employees were participants in the ESOP.

OUR PRODUCTS AND MARKETS Sibanye mines, extracts and processes gold ore to produce a beneficiated product, doré, which is then further refined at Rand Refinery Proprietary Limited (Rand Refinery) into gold bars with a purity of at least 99.5% in accordance with the Good Delivery standards determined by the London Bullion Market Association. The refined gold is then sold on international markets. Sibanye holds a 33% interest in Rand Refinery, one of the largest global refiners of gold, and the largest in Africa. Rand Refinery markets gold to customers around the world.

In addition, Sibanye derives uranium ore as a by-product of gold production from the Cooke operation and keeps it separate from other gold ores by way of a dedicated stream into the uranium section of the Ezulwini gold and uranium plant. The uranium ore is first treated for uranium and then subsequently to recover gold. Production of uranium as a by-product enables Cooke’s gold Mineral Resources to be optimised. Revenue from the sale of uranium is offset against gold production costs, thereby allowing lower-grade gold resources to be mined profitably.


STRATEGY


Sibanye’s care values underpin its strategy, how it conducts its business and interacts with stakeholders.

In living these values, we show that we care about safe production, our stakeholders, our environment, our company and our future.

Our approach is holistic with clear focus on delivery of all strategic imperatives critical to Sibanye’s long-term success.

Sibanye recognises that:

• safety, costs, volumes and grade are the primary operational deliverables underpinning our business

• strong cash flow supports the dividend paid to shareholders and underpins our growth

• growth (organic and acquisitive) ensures the long-term delivery of sustainable value to all stakeholders.

HOLISTIC AND INTEGRATED STRATEGY Sibanye strives to deliver value to shareholders through consistent, industry-leading dividends and capital appreciation by applying its holistic, efficient operating model at its operations and by investing in value-accretive growth.

Sibanye’s commitment to paying industry-leading dividends underpins and informs its corporate strategy and decisions, and is supported by an inclusive approach to stakeholder relations.

Sibanye’s strategy is not limited to the gold sector – it will pursue value-accretive opportunities in other mining sectors.

RESPONDING TO SHAREHOLDERS

Sibanye’s shareholder base is broad and diverse, and its shares were actively traded in 2015. An average of 3,024,491 ordinary shares and 1,110,883 ADRs were traded daily on the JSE and NYSE respectively. As at 31 December 2015, the top eight shareholders (including ADR depositary) held around 60% of the issued capital.

Engagement with shareholders is regular and proactive, which is consistent with Sibanye’s strategy and vision to deliver value to all stakeholders.

What Sibanye offers investors:

• leverage to commodity prices

• robust cash flow

• capital expedience and discipline

• industry-leading sustainable dividends and capital appreciation

Continuous interaction and communication with investors on Sibanye’s performance against its strategic objectives is essential. Its aim is to ensure that they are appropriately and timeously informed and aware of plans to transform Sibanye into a multi-commodity mining company without falling foul of regulatory authorities or compromising the transactions.

In this report, Sibanye’s performance is measured and considered in the context of the following strategic factors:


PERSPECTIVE FROM THE CHAIR

There is an old Latin saying, ex Africa semper aliquid novi, that roughly translates as ‘out of Africa, there is always something new’. This is what it has felt like as we have undergone the dynamic changes that are core to Sibanye’s activities.

In just two years, the Group and its mature gold assets, which were spun out of Gold Fields, have developed more deeply into gold and organically into uranium. During the latter part of 2015, Sibanye positioned itself to naturally leverage its regional advantages and extend its tabular, hard-rock mining skills into the platinum sector. The developments have been imaginative, well-considered and founded firmly on the precepts of extending the lives of our operations and growing the business in support of our vision to create superior value for all the Group’s stakeholders.

As with the gold operations we acquired in 2014, on conclusion of the transactions, the smooth integration of the platinum assets into the Group will be the primary focus of the executive management team with the aim of realising synergies between the platinum assets and Sibanye’s existing assets. To manage this complex process while retaining our operational focus, the Group has been restructured into focused operating divisions that are serviced by a central CEO’s office and central shared services. Although management at the gold and uranium division will remain largely the same, we will be appointing people to critical positions in the platinum division and, in anticipation of these corporate developments, we have been building capacity at senior management level. I am confident that Sibanye’s diverse and technically competent team, headed by Neal Froneman, is one on which Sibanye stakeholders can depend for the continued delivery of value.

In my role as Chairman, I continue to have the benefit of a Board with a vast assortment of skills and experience, not only in mining but also in such areas of expertise as finance, human resources, corporate governance and general business management. This balance of skills and experience means that the Board can effectively and robustly interrogate the strategic and operating plans of the executive management team, and has the capacity to deal competently with risk, which proved to be particularly effective during the year as we considered the strategic basis for, and probed the opportunities and risks of, entering the platinum sector.

The Board has also adopted a considered approach to the prospect of obtaining a more secure electricity supply with independent power producers (IPPs) to support the low-risk strategy of developing a solar power plant at Driefontein and Kloof.

As was the case in 2014, we continued to maintain a conservative approach to our financing, ensuring at all times that, whatever debt we carry on our balance sheet, can be managed with little stress no matter what direction metal prices take. We shall not deviate from this strategy, which will be co-ordinated with our commitment to paying industry-leading dividends.

The macro-economic environment in which we operate remained increasingly challenging. Globally, sluggish economic growth, in China in particular, the resultant decline in demand for commodities and the impending increase in interest rates in the US have played havoc with the currencies of emerging and resource-based economies such as South Africa’s. Not even increased geopolitical uncertainty has helped boost the dollar price of gold. The dollar gold price continued to decline, falling by 14% between January and December while, at the same time, our operations were exposed to cost pressures well in excess of inflation. It is only the weakening of the local currency, the rand, against the dollar, which provided some relief with the average rand gold price increasing 8% to R475,508/kg in 2015 compared with 2014.

In South Africa, these challenges are not limited to the macro-economic environment. The global financial crisis and downturn in commodity prices has resulted in the mining sector and the economy as a whole contracting. Growth rates continue to be revised downwards and unemployment levels are increasing as the mining sector restructures and cuts back so as to limit and contain cost increases. This has resulted in various socio-economic challenges, particularly in the vicinity of mining operations with knock-on effects that could potentially have a significant impact on the future of the South African mining industry.

The labour environment in South Africa remains challenging and, while we continue to engage directly with our unions and employees so as to maintain harmonious relations, we experienced relatively limited disruptions during 2015. Aside from the clashes between two prominent unions, the Association of Mineworkers and Construction Union (AMCU) and the NUM, at Beatrix early in the year, the biggest disappointment was our inability to achieve a broad-reaching economic and social agreement with labour as part of a three-year wage agreement with all unions. Nevertheless, we continue to engage proactively with our employees, having implemented the final three-year wage agreement reached with three of the unions across all our operations. We will continue to do whatever we can to maintain harmonious labour relations and to limit disruptions in the workplace.

A primary concern is, and will remain, the health and safety of our employees and members of our communities with the aim of zero fatalities on our mines and diminishing accident rates so it was pleasing to note a further improvement in our safety performance.

Regrettably, there were seven fatalities during the year and it is with a heavy heart that I extend the condolences of the Sibanye Board to the families, colleagues and associates of those who were fatally injured in the workplace during the year. These employees (David Matsie, Bonno Keiditswe, Thomas Ndzimande, Sikoko Vuyosile, Sejakgomo Mokhali, Kagiso Rabola and Alberto Constantino) were our colleagues and we will take cognisance of the events that led to their deaths, and work harder to prevent their recurrence in future. Nevertheless, the fatal injury frequency rate (FIFR) continued to fall during the year, declining by 50% in 2015 to 0.06 fatalities per million man hours worked. This is comparable with average fatality rates in the US mining industry of 2014, and is a credible performance considering the depth at which our mines operate and the number of employees who work daily at our operations.

A critical programme to ensure the safety of our employees, particularly as our mines become ever deeper and more complex, is the development of appropriate new technology. Our Safe Technology programme is advancing technical innovation by designing and developing machines to be deployed underground to make mining at depth safer. This machinery, to be operated remotely,


will enable us to work and mine safely at greater depths and in more onerous conditions than has previously been possible. This will have longer-term benefits for our operations and for the country as a whole.

Stakeholder engagement is essential to the sustainability of our business. Beyond the mine gates, we continue to engage with our communities on issues as wide ranging as housing, the environment, and the provision of utilities and infrastructure. Our policy is to buy as much as possible from businesses in our host communities and, as far as is feasible, buy products from local businesses. On this basis we have, for example, made direct interventions to assist with the establishment of farming ventures that can sell and deliver food to the mines or to local people. Less directly, we offer programmes to improve the financial knowledge of our employees and their families to facilitate their escape from or avoidance of the traps of injudicious indebtedness. These financial-wellness programmes are long-term and open to all, and we encourage our unions to bring their members onto the programme.

And, as changes to the regulatory environment are mooted or implemented, we maintain relations with government authorities directly and indirectly (through the Chamber of Mines). We are determined that our voice is heard and clearly understood in any debate over legislative change. In particular, we have engaged on matters that include the ownership principle in the Mining Charter and the proposed carbon tax.

It would be remiss of me not to recognise the part played by Neal and his team in taking Sibanye forward. The Group is South Africa’s largest producer of gold, it ranks high on the list of uranium producers, it is heavily engaged in reprocessing residue dumps, thereby helping to improve the environment, and it will soon be moving in the direction of a new commodity, platinum. This would not have been possible without the wholehearted commitment of the entire workforce with whom it is a privilege to be associated. My gratitude goes to all of my Sibanye colleagues.

Sello Moloko

Chairman 18 March 2016


CHIEF EXECUTIVE’S REVIEW

I am very pleased to recommend to shareholders and other stakeholders our third integrated annual report.

While it is perhaps customary to thank stakeholders in the business at the end of a report, it is my view that this must be our starting point. And I do so with humility because we share Sibanye’s success with all of our stakeholders.

STRATEGY REMAINS IN PLACE Despite the volatility and flux in the global mining sector over the past few years, and despite Sibanye’s own significant corporate developments, our strategy continues to be guided by our vision:

To create superior value for all of our stakeholders through a culture of caring.

As we stated in our 2014 integrated report, our strategy is underpinned by our commitment to pay our shareholders sustainable, industry-leading dividends, and we will achieve this vision by optimising our current operations and extending their operating lives, and by using existing infrastructure to enhance the inherent value of brownfields and greenfields projects.

In addition, we have consistently said that we would pursue acquisitive growth options if they were value accretive and enhanced our ability to pay or sustain the dividend to shareholders.

REPORTING THEME Our theme for this year’s report – optimise, sustain and grow – reflects the implementation of our strategy since listing in February 2013 and, through this report, we provide shareholders with insight into the progress we have made, despite the mining industry having to adapt to some of the most challenging times experienced in the global commodities markets.

Sibanye’s values, which underpin our caring culture, are an integral part of the way we do business and the way in which we create superior value for all of our stakeholders, and are captured in the acronym CARE – commitment, accountability, respect and enabling. These are the values we would like all Sibanye employees to internalise and live by – see Integrated Annual Report–Strategy.

Our corporate strategy, culture and values are symbolised by the indigenous Umdoni tree (Syzygium cordatum). The fundamental roots of Sibanye are in our values and CARE culture, which provide a solid basis for the way we do business. The trunk of the tree represents the material strength that holds Sibanye together (our intellectual capital and the support provided by employees in upholding our operating model and business strategy), which is underpinned by the fundamentals of safety, health and wellbeing, costs, grade and volume. The leaves on the branches of the tree represent all our stakeholders, who rely on and influence the future success of Sibanye. The tree’s seeds and fruits signify the varying benefits that our success will bring to all stakeholders.

HEALTH AND SAFETY It is an incontrovertible fact that, at their workplaces and beyond them, healthy employees are more aware of safety and are more productive than would otherwise be the case. I have deliberately placed the words ‘safety’ and ‘productive’ in that particular order.

It is pleasing therefore to note that, despite the incidence of events such as underground fires and seismicity at our mines, in 2015 we achieved a 50% reduction in the FIFR per million man hours worked across our mines. Comparisons such as these are invidious but our safety performance, insofar as our FIFR is concerned, is now comparable with the US mining industry averages despite their mines generally being shallower, and less hazardous and labour-intensive. I regret to report though that, despite this improvement, at Sibanye we mourn the loss of seven of our colleagues at work during the year. The safety of our employees is paramount and we continually strive to improve our health and safety standards in order to achieve our goal of zero harm.

An area of concern and one which will receive significant management attention is the continued incidence of disabling accidents that lead to lost working time and which has regressed during the year. Every accident is one accident too many, and we will continue to examine the situations that lead to each accident as well as to near-accidents in order to devise ways to prevent recurrences.

Accidents at work are not only injurious to our employees but also result in lost working time, which can have a significant effect on our performance. While we continue to try and reduce accidents in the workplace, we have also revised our approach to healthcare.

We aim to provide employees who are injured or fall ill with treatment or medication as quickly and conveniently as possible. As such, we have moved away from the conventional industry approach of running centralised mine hospitals, which is not our core business or expertise, in favour of establishing primary health and safety clinical facilities, which are located at each shaft. In this way, minor injuries and other less serious illnesses can be treated promptly and efficiently. Employees with more serious traumas or illnesses are transferred to regional hospitals (some of which used to be owned by Sibanye) where they are assured of first-rate treatment at facilities run by dedicated healthcare experts – our people know that, when they are in need, they can count on receiving the best possible medical care.


Our commitment to safety, health and employee wellness, and our CARE culture, also encompasses the way in which we are seeking to address occupational health issues such as noise induced hearing loss (NIHL) and occupational lung disease (OLD), which includes silicosis. We have introduced some of the most innovative and consistent measures to limit occupational health issues, which has resulted in the prevalence of NIHL and OLD (see Integrated Annual Report–Sustain–Health and safety focus) declining dramatically, and we ensure that employees have access to appropriate treatment where required. Yet we know that exposure to silica dust over long periods of time may only manifest as silicosis decades after first exposure and often long after employees have left our employ or indeed the industry. To assist past employees who may suffer from silicosis and other forms of OLD, we are working closely with other gold companies to address the shortcomings in the existing publicly run compensation system, the Occupational Diseases in Mines and Works Act, 1973 (Act 78 of 1973) (ODMWA) and, for current and future employees, we are engaged with government about their transfer to the better compensation system, the Compensation for Occupational Injuries and Diseases Act, 1993 (Act No 130 of 1993) (COIDA).

2015 IN REVIEW At the beginning of the year under review, we anticipated that the operating environment would be challenging – a view which proved to be correct.

A number of operational issues in the first two months resulted in production for the first quarter falling well short of our forecasts and, despite the operations delivering more representative and consistent results for the rest of the year, we were unable to claw back production lost in the first quarter. Other factors which contributed to operational targets not being met included load shedding during the first and second quarters as Eskom attempted to catch up on maintenance, and the wage negotiations which, while not resulting in direct operational disruptions, require significant time and focus from management and serve to distract employees from their primary jobs.

Gold production for the year of 47,775kg (1.54Moz) was as a result of the lower-than-forecast production at the beginning of the year with All-in sustaining cost of R422,472/kg or US$1,031/oz (based on the year’s average R:$ exchange rate) commensurately higher than forecast. While there was some relief from a higher gold price in the second half of the year, as the rand weakened by 28% between 30 June 2015 and 31 December 2015, lower production in the first half of the year resulted in cash generated from operating activities decreasing 24% to R5,420 million compared with 2014 from which R3,345 million was disbursed on the capital projects that underpin the Group’s longer-term future and R658 million or 72 cents per share (ZAR) was paid as dividends to shareholders.

CHALLENGES IN 2015

Conflict between members of AMCU and NUM at Beatrix in February 2015, which resulted in injuries to nine employees, was a portent of the difficulties we would experience during the wage negotiations scheduled for mid-year. Management’s reaction was swift and unequivocal. We suspended operations at the Beatrix North and South shafts until calm had been restored, and the rival groups had been successfully reintegrated.

Gold-industry wage negotiations, which are undertaken centrally under the auspices of the Chamber of Mines, began in June 2015 and finally concluded in September – taking longer than we had expected. While there were no formal work stoppages, these negotiations served to distract employees from their jobs, thereby negatively affecting our operational performance. While the eventual agreement reached with three of the unions was not optimal, it was affordable and, we believe, satisfactory.

In consideration of the significant headwinds our industry continues to face – a stagnant or falling gold price, fast-rising operating costs, steadily declining ore tonnages and grades, changing union dynamics and rising stakeholder expectations – we sought to approach wage negotiations differently in 2015.

At the start of negotiations, we and other gold companies represented by the Chamber attempted to introduce a fresh approach, founded on the concept of an economic and social compact, which took the impact on all stakeholders into account. While many of the ideas we proposed found resonance with our union counterparts, they were not prepared to abandon the traditional positional-bargaining approach and, while we will continue to try and engage on the compact, it will be some time before the precepts underlying the sustainability of the industry will be fully embedded in our ongoing engagement.

Despite significant attempts on our part to reach a single settlement with all four representative unions, we were only able to reach agreement for a period of three years with three of the unions – the NUM, Solidarity and UASA – who collectively represented around 49% of employees in the collective bargaining units at our operations. AMCU leadership remained obdurate throughout the process and did not move from its initial demands. It was clear that we were not going to reach agreement with AMCU and, in the interests of fairness and maintaining a harmonious and safe working environment, we elected to implement the agreed wage increases for all employees irrespective of their union membership. To have excluded those who were members of AMCU (42% of employees in the collective-bargaining unit) would, in our view, have been unjust and could have sparked further inter-union rivalry and violence.

AMCU’s leadership has reserved its position and ended the year repeating that it would consider embarking on industrial action ‘at the appropriate time’. Our view remains that there is little appetite for industrial action by the members of any union and this has been borne out to date.

I personally believe that there is a realisation that unrealistic demands are unsustainable and more likely to lead to job losses than to permanent improvements for all. This was illustrated in the platinum sector where the losses from the five-month strike of 2014 remain fresh in the minds of those who participated.

Having said this, I should add that, while we do not expect a strike at our gold operations in 2016, we have detailed and robust plans to deal with such an eventuality. We will maintain our approach to the social and economic consequences that surround these issues, and we will not allow the threat of industrial action to distract us from our primary focus areas.


A critical and growing imperative for sustainability is community relations and engagement. We will be placing great emphasis on improving engagement with local and labour-sending communities, and ensuring delivery of high-impact, sustainable projects in these communities. We are confident that the support of our communities and the commitment of our employees will underpin our development into the South African mining champion.

Another challenge relates to the legal suit brought by the Chamber on the industry’s behalf on the continuing consequences of BEE transactions post 2004. Sibanye is supportive of the Chamber’s initiative to seek clarity through a declaratory order by the courts although we are confident of the validity of the BEE transactions. Policy and regulatory certainty is critical for our industry and our stakeholders, and continued dilution (should the consequences of previous BEE transactions not be recognised) will severely undermine the value of an already struggling sector.

An issue that does need addressing by the industry as a whole is the extent to which the DMR imposes Section 54 closures in the event of accidents. We, at Sibanye, fully agree with the need for operational closures when the causes of accidents need to be investigated, and when it is necessary to ensure that safety conditions and procedures are rigorous. But we believe that the Section 54 stoppages should be restricted to the immediate area of an accident’s occurrence and not involve the complete closure of a shaft, which can have a detrimental impact on the viability of an entire mine.

ACHIEVEMENTS OF 2015

Turning to our achievements in the past year, the most far-reaching was our entry into the platinum sector – a sector we had already identified as offering potential value in early 2014. Our moves to acquire Anglo American Platinum’s Rustenburg Operations and Aquarius were well-considered investment decisions and, we believe, are transactions that are sufficiently robust to withstand all likely vagaries of the platinum sector at market and operational levels.

The acquisitions will deliver a substantial amount of PGMs (4E) reserves. By 2017, Sibanye will rank as the world’s fourth largest PGM producer. More importantly, the Rustenburg Operations and Aquarius’ Kroondal mine are contiguous, which will allow for significant realisation of operational synergies in addition to cost savings we expect from rationalising replicated services and other overhead costs.

We maintain a conservative and innovative approach to financing acquisitions and, before making the decision to advance the platinum acquisitions, we made sure that our balance sheet was sufficiently robust and flexible, and that our cash flows would be more than adequate to service any debt we would be taking on. The Rustenburg transaction has been defensively structured to give us downside protection from lower PGM prices until 31 December 2018 and has limited recourse to the central balance sheet. Debt reduction will continue to be central to our approach after we take control of the platinum interests, just as it was when Sibanye first became an independent group.

On 31 December 2015, Sibanye’s net debt was a modest 0.21 times multiple of EBITDA. Even taking into account the expected US$250 million partial draw on our US$350 million revolving credit facilities and the US$150 million additional financing facility provided by HSBC for the Aquarius acquisition, the approximate multiple will remain 1.0 times, indicating how conservatively we have managed the financing of these acquisitions. In order to maintain financing flexibility, however, we will consider restructuring our financial position soon after concluding both transactions. Further financial detail and other parameters relating to the acquisitions are contained elsewhere in this report.

Through these proposed acquisitions, we are increasing our footprint in South Africa and this is with good reason. We are comfortable with the operating environment and confident that there will be further opportunities, which will allow us to continue delivering sustainable value for all of our stakeholders.

SUSTAINABLE VALUE FOR STAKEHOLDERS

• We have significant experience operating in South Africa and understand the regulatory environment

• South Africa contains one of the most valuable resource endowments in the world

• Our geology is well-understood and simple

• There is an abundance of skilled and experienced mining practitioners

• The areas in which we operate are supported by first-class infrastructure

• The established mining industry is serviced by well-developed and innovative supply as well as associated industries

While policy uncertainty and regulatory inefficiency have been signalled by investors as factors which have inhibited investment in recent years, the country also has sound financial and judicial systems and a world-class Constitution, which protects individual and corporate rights.

There are various conditions to be met before our acquisitions are finally consummated. However, we shall become engaged operationally, particularly in the platinum sector’s wage-negotiating round, to ensure that we shall have a sound labour-relations foundation when we start what will be the synergistic merger of the Aquarius and Rustenburg properties.

ENERGY The reliability of supply and cost of electricity has become a primary risk factor for industry in South Africa. It is our policy to minimise the risk factors beyond our direct control. We have developed an integrated and co-ordinated strategy to mitigate the associated risk for the near term and for the longer term.

In 2013, we identified the risk that Eskom, the state-owned power monopoly, would be unlikely to supply the entire power needs of the country reliably, affordably and without interruption. Electricity costs have been rising annually at rates significantly higher


than inflation since 2007 with power costs at Sibanye increasing from about 9% in 2007 to some 18% of our 2015 costs. With supply remaining inconsistent and further above-inflation increases highly likely in coming years in order to finance Eskom’s capital programmes, it is clear that alternatives are required in order to ensure the sustainability of our mines. The more we can reduce our reliance on Eskom power, the more secure and more cost-efficient will be our core operations.

In late 2013, we began to investigate the potential of solar photovoltaic generation to reduce our reliance on Eskom, and have demonstrated the technical and economic feasibility of constructing a 150MW plant. We have now launched the development phase of the project, which encompasses applications for all the required permits, basic engineering design and establishment of the most appropriate commercial model to optimise the financial benefits. We expect this will require significant involvement of financial partners to fund the project capital. We remain on track to start generating electricity late in 2017. Solar photovoltaic electricity remains only a partial solution and we have continued to explore other alternative sources of electricity.

Sibanye is also investigating various opportunities to support a coal-based IPP platform devoted exclusively to delivering power to our operations.

Gold production for the year ending 31 December 2016 is forecast to increase to approximately 50,000kg (1.61Moz) with total cash cost forecast at approximately R355,000/kg and All-in sustaining cost at approximately R425,000/kg. The recent sharp depreciation of the rand to over R16.00/US$ means that costs in dollar terms are likely to be significantly lower than in 2015, assuming an average exchange rate of R15.00/US$ for 2016. Total cash cost is forecast at US$735/oz and All-in sustaining cost at US$880/oz. All-in cost is forecast to be R440,000/kg.

(US$915/oz) due, inter alia, to the initiation of the Kloof and Driefontein below infrastructure projects, and the development of the Burnstone mine, which were approved in 2015. Costs in dollar terms are significantly lower at the current average exchange rate of over R16/US$.

Total capital expenditure for 2016 is planned at R3.9 billion (US$265 million).

Due to the weaker rand, and a recovery in the dollar gold price, the rand gold price year to date is on average approximately R100,000/kg higher than in 2015. While we provide no forecast of the future gold price, should this gold price persist throughout 2016, the Group total cash cost margin will increase to approximately 38% and the All-in sustaining cost margin to approximately 25%.

THE FUTURE Following the significant changes that took place or were initiated in 2015, 2016 will be a year of considerable restructuring, integration and consolidation. At the most basic level, we will re-evaluate all our gold assets on a shaft-by-shaft basis with a view to determining whether the primary focus might be on gold or uranium. On a developmental level, the focus will be on incorporating the PGM assets into Sibanye so as to obtain the maximum possible cost and other synergies.

The successful integration of these substantial platinum assets will ensure that we continue to deliver acceptable and sustainable benefits to our shareholders in the form of dividends and capital appreciation in order to remain an investment of choice. For it is only by being an investment of choice that we can be sure to attract the rating and the funds needed to pursue further profitable growth prospects and projects.

We are aware, however, that in order to achieve our goals and re-establish the primacy of mining to South Africa’s economic development in the eyes of government and all the country’s people, we are going to have to adopt a prominent leadership role in the industry. I am confident that we have laid a sufficiently solid foundation in the past two years to allow this.

Neal Froneman

Chief Executive Officer 18 March 2016


CAPITALS OVERVIEW AND BUSINESS MODEL

Successful implementation of Sibanye’s strategy depends on effective management of various capitals, which include resources and relationships.

These capitals are necessary inputs into the business model and their judicious management enables Sibanye to deliver on its strategy. While this report is not structured according to the capitals, it does provide insight into Sibanye’s current capabilities in terms of these capitals as well as related challenges affecting delivering on its strategy to create superior value for all stakeholders. A discussion of the capitals follows, explaining how they affect Sibanye, including cross references to supplementary information.

FINANCIAL CAPITAL The management of financial capital is essential for the sustainability of any business. At Sibanye, financial-capital management will enable the generation of sustainable cash flow, which will support regular, consistent, industry-leading dividend payments and allow long-term capital value accretion. This is underpinned by profitable operations and growth, both organic and inorganic. Positive free cash flow is necessary to fund the dividends and growth.

In order to extend its operating life and sustain dividend payment for longer, Sibanye has not only committed to the development of organic projects but also made strategic, value-accretive acquisitions. Organic projects and acquisitions are predominantly funded through operational cash flow and, where necessary, by debt and other financial instruments. While the downturn in the commodity cycle and negative investor sentiment towards the resources sector can make accessing equity capital a challenge, Sibanye has sufficient debt facilities and the recent increase in the rand gold price will ensure that dividend payments to shareholders can be maintained. Should the opportunity arise, restructuring of debt or raising equity capital may be considered.

Similarly, revenue and earnings are used as the basis for value creation and derivatives of these determine what value will be distributed to stakeholders: salaries and wages (employees), dividends (shareholders), social and local economic development (communities), and taxation and royalties (government and the national fiscus).

INSIGHTS INTO

The management of financial capital, and Sibanye’s financial performance and position, are provided in Integrated Annual Report–Sustain–Project development and capital allocation.

HUMAN CAPITAL Deep-level gold mining is labour-intensive and Sibanye’s employees play an integral part in the successful delivery on Sibanye’s operating model and strategy. Sibanye’s people work at great depth and under physically demanding conditions – their safety and wellbeing are priorities. We strive to develop a transformed, productive, skilled and engaged team of people at Sibanye. South Africa, and the mining sector specifically, has faced intense challenges regarding industry and labour relations due to legacy issues as well as the difficult socio-economic environment, inequality and unemployment in the country. South Africa has well-developed industrial-relations processes and practices with strong trade unions representing employees in different sectors on issues such as, inter alia, remuneration, other benefits and workplace issues. Employees are Sibanye’s most important asset and are key stakeholders in the business. Aligning employees with Sibanye’s values and strategy will ensure the sustainability of the business and that it is able to deliver superior value for all of its stakeholders.

INSIGHTS INTO

Sibanye’s people are provided in Integrated Annual Report–Optimise–Develop a productive, skilled and engaged workforce and Integrated Annual Report–Sustain–Health and safety focus.

INTELLECTUAL CAPITAL Allied to human capital is Sibanye’s intellectual capital. Its operating model is vital to its ability to turn around unprofitable mines and extend their economic lives. This is underpinned by its operating processes and employees’ expertise, which together contribute to the intellectual capital required to successfully operate its mining portfolio. Ultimately, Sibanye sees its strategy and operating model as its differentiators in the mining sector.

Sibanye’s ability to remain competitive depends on future innovations relating to Safe Technology and modernisation of its mines. Over the past two years, the Group has invested in research and development (R&D) in these two areas. Sibanye also works closely with suppliers on innovative development of identified technologies. Technological advances will make Sibanye’s workplaces safer, improve productivity and facilitate the conversion from resources to reserves of deeper-level and secondary ore bodies through the development of new products and technologies.

INSIGHTS INTO

Sibanye’s operating model are provided in Integrated Annual Report–Optimise–Optimise and integrate operations, Integrated Annual Report–Grow–Secure alternative energy sources and Integrated Annual Report–Grow–Modernisation and technological innovation.


SOCIAL AND RELATIONSHIP CAPITAL Proactive, positive and constructive stakeholder engagement is necessary to identify and manage stakeholder concerns and expectations, together with any associated material risks and opportunities, and to effectively respond to and address them. Sibanye’s stakeholder engagement programmes are vital in building relationships and maintaining a positive reputation with stakeholders by promoting and delivering on its value-creation proposition.

Sibanye is committed to creating shared value for its surrounding communities and labour-sending areas beyond its Mining Charter and Social and Labour Plan (SLP) commitments.

INSIGHTS INTO

Sibanye’s stakeholder engagement, key stakeholder insights and progress against its Mining Charter and SLP commitments are provided in Integrated Annual Report–Material issues and Integrated Annual Report–Sustain–Social upliftment and community development.

NATURAL CAPITAL Mining has a significant impact on the environment and the environment can in turn materially affect mining operations and activities. Various programmes have been put in place at Sibanye to reduce and mitigate the impact of mining on the environment. This is not only done for compliance purposes but to ensure that it does not create value at the expense of the environment.

Access to strategic inputs, such as water and electricity, is essential to Sibanye’s operations, and the availability and cost of these inputs is critical to long-term profitability and viability. Electricity supply and costs are a particular concern with the deep-level gold mines required to cool and ventilate the mines and deal with the ingress of water, which is pumped to surface, treated and either used in production or discharged safely into the environment. Efforts continue to be made to reduce the consumption of electricity – consumption at Sibanye has declined by 20% since 2007. In order to reduce reliance on the state utility, Eskom, and control power costs, Sibanye is investigating self-generation, primarily through solar and coal-fired generation projects.

INSIGHTS INTO

Natural capital are provided in Integrated Annual Report–Sustain–Manage environmental impact and Integrated Annual Report–Grow–Secure alternative energy sources.

MANUFACTURED CAPITAL Sibanye has continued to make the investment required to maintain its infrastructure and plants in order to ensure the sustainability of its operations. The Group continues to assess and will upgrade its infrastructure where necessary.

The acquisition of the Rustenburg Operations and Aquarius assets, in the process of being finalised, will deliver a substantial amount of PGMs (4E) reserves. The purchase and optimisation of its newly acquired mines will depend on Sibanye’s funding model and integration approach.

INSIGHTS INTO

Manufactured capital are provided in Integrated Annual Report–Optimise–Optimise and integrate operations, Integrated Annual Report–Sustain–Project development and capital allocation, Integrated Annual Report–Grow–Secure alternative energy sources and Integrated Annual Report–Grow–Acquisitions and funding model.


MATERIAL ISSUES

MANAGING MATERIAL ISSUES

Sibanye considers an issue to be material if it substantially affects the group’s ability to create and sustain value in the short, medium and long term.

BUSINESS ENVIRONMENT

Analysis of the business environment in which the organisation operates.

THE GOLD PRICE AND THE RAND

Sibanye’s revenue is driven by commodity prices and the rand exchange rate relative to the US dollar. The primary commodity price driver in 2015 was the dollar gold price, which has been under pressure since mid-2013 and continued to test lows not seen


since 2010. Over the past year, lacklustre physical demand and the liquidation of above-ground stocks, predominantly in the form of exchange traded funds (ETFs), were the primary drivers of the price weakness, with anticipation of a recovery in the US economy rising US interest rates and a strong dollar, perceived as being negative for gold demand.

The sharp decline in the oil price in the latter half of 2015 and weaker-than-expected economic data out of China, coupled with significant political turmoil globally, and negative real interest rates in a number of countries, seem to have restored gold’s safe-haven status somewhat and the dollar gold price appears to have stabilised recently.

The lower gold price has resulted in significant restructuring in the global gold industry and the rationalisation of overhead costs, reduced capital expenditure, the sale of non-core assets and restructuring of debt on balance sheets. Restructuring in the gold-mining sector preceded that in the non-gold mining industry with the result that gold producers are significantly better placed to weather the current phase of the commodity cycle. Low prices will continue to constrain growth and the ability to pay dividends to shareholders.

South African gold producers have been protected, to a large extent, from the declining US dollar gold price by the rand, which has depreciated as the US dollar strengthened. A deteriorating outlook for the South African economy, coupled with recent politically related changes in the South African finance ministry, were poorly received by the market and resulted in a significant structural deterioration in the rand/US dollar exchange rate. The weaker rand has translated into a substantial increase in the rand gold price received at year end, and significantly expanding margins for South African gold producers.

The outlook for the dollar gold price remains positive. Increasing global political and economic uncertainty are likely to be supportive and gold continues to be regarded as an important reserve asset by central banks globally.

SOUTH AFRICAN ECONOMY

The economic outlook for South Africa deteriorated markedly in 2015, partly due to the fall out experienced by all emerging market economies as economic growth in China continued to stall, but was exacerbated by South Africa-specific economic and political issues and concerns.

The increasingly negative outlook for the country’s prospects were reflected in the final weeks of 2015, when three rating agencies lowered their assessments of South African sovereign debt to just above junk status, adding to weakness in the currency.

POLICY AND REGULATORY CERTAINTY

Policy and regulatory issues are cited by international investors as being primary concerns and barriers to investment in the South African gold-mining sector. Of most concern is the continued delay in passing the Mineral and Petroleum Resources Development Act (MPRDA) Amendment Bill into law, and uncertainty around its final contents, particularly as related to compliance with the Department of Trade and Industry (DTI) Codes of Good Practice. During 2015, the previous Minister of Mineral Resources suspended the Bill’s passing into law, pending further review. In late 2015, the Department of Mineral Resources (DMR) announced that the mining industry would be exempt from compliance with the DTI codes until the Bill had been finalised.

The DMR’s assessment of mining companies’ compliance with the Mining Charter, and in particular equity ownership by historically disadvantaged South Africans (HDSAs), has given rise to a difference of opinion between the department and the industry. An independent analysis commissioned by the Chamber of Mines indicates that all Chamber members had met this requirement. However, the DMR’s interpretation indicated lower levels of compliance. The discrepancy lies in the interpretation of ‘continuing consequences’ of BEE transactions concluded since 2004. At issue is those transactions in which the BEE shareholding has not remained at 26% as, given changes in market circumstances, the BEE partner had either sold or departed from the transaction.

The Chamber of Mines has applied to the High Court for a declaratory order that will clarify the empowerment clauses in the Mining Charter and on whether or not the so-called ‘once empowered, always empowered’ principle applies. The industry remains concerned that, should further equity issues be required to maintain BEE ownership at 26%, there may be further dilution of shareholder value.

These issues, along with the pending alignment of the MPRDA, 2002 (Act No 28 of 2002) and the Mining Charter with those of the BBBEE Act, 2003 (Act No 53 of 2003), and of the DTI codes, continue to create uncertainty and are perceived by investors as an investment risk.

It is hoped that these concerns and many other broader issues will be addressed and settled through the Presidency’s Project Phakisa. Towards the end of 2015, Project Phakisa brought the industry, government and other key stakeholders together for discussions to stimulate collaboration on ways to revitalise the South African mining sector and ensure its survival in the long term. It is encouraging that, in these developments, government has displayed an appreciation of the need for a stable, justiciable and clear regulatory environment. The next step in Project Phakisa will involve the implementation and, where required, the modification of agreed plans, as well as monitoring, reporting and evaluation.

ENERGY AVAILABILITY AND COST

The major challenge facing the mining industry and South Africa as a whole is the reliability of supply and cost of electricity. In South Africa, electricity is supplied by Eskom, the state-owned power utility, which has, owing to a backlog of undercapitalisation, poor project delivery and inconsistent maintenance, been unable to reliably supply power to the country since 2007. In addition, Eskom has implemented significant, above-inflation, electricity price increases, which have seen electricity costs, as a proportion


of overall costs at Sibanye, rise from 9% in 2007 to about 18% in 2015. Adding to Sibanye’s concern about energy costs is the proposed carbon tax that will be particularly damaging for heavy industrial users of coal-fired electricity.

South Africa’s power difficulties seem likely to persist for some years and Sibanye is proactively developing ways to reduce its reliance on Eskom power. Currently, a 150MW photovoltaic plant, which is expected to begin first production towards the end of 2017, is being developed on Sibanye property at Driefontein and Kloof (see Integrated Annual Report–Grow–Secure alternative energy sources).

LABOUR RELATIONS AND EMPLOYMENT

The South African gold sector has well-established labour relations processes and practices, including its history of collective, centralised bargaining. Industry-wide centralised bargaining takes place under the auspices of the Chamber of Mines, giving rise to an established system of wage and benefits adjustments that are largely the same across all mines.

The 2015 wage negotiations began in June 2015 and were concluded in October 2015 without any industrial action. Agreement on wages and conditions of service was reached with three of the four representative unions and, at Sibanye, the wage agreement was implemented for all employees when it became clear that no agreement could be reached with AMCU, which represented around 42% of employees. Category 4-8 employees and B-lower officials will receive an increase of 12% in year 1, 11% in year 2 and 10% in year 3. Miners, artisans and officials will receive an increase of 6% on standard rate of pay in year 1 and 6% or consumer price index (CPI), whichever is greater, in years 2 and 3. Further detail on the wage agreements is available at www.goldwagenegotiations.co.za

An incident of inter-union rivalry did, however, lead to the closure of operations at Beatrix in February 2015 although the matters were rapidly resolved (see Integrated Annual Report–Material issues–Reflecting on stakeholders–Employees and organised labour).

ENTERPRISE RISK MANAGEMENT

An overview of Sibanye’s risk-management approach, governance structures and top ERM risks

Risk management is a continuous, proactive and dynamic process designed to identify, understand, manage and communicate risks that may have a negative impact on Sibanye’s ability to achieve its business objectives.

Sibanye’s risk-management process is established and well-considered. Risk-management policies, practices and management systems are reviewed annually by the Board’s Risk Committee, and approved by the Board. Policies, practices and systems are embodied in Sibanye’s ERM Framework, which is aligned with the King III codes and International Organization for Standardization (ISO) 31000 standards, and entrenched at the operations.

BOARD RESPONSIBILITY

The Board is satisfied that governance, risk management and compliance, internal control and compliance with the Sarbanes-Oxley Act (SOX) of 2002 as well as internal audit processes operated effectively for the period under review. Business activities have been managed within the approved risk-tolerance and risk-appetite levels. Primary controls have been implemented and further mitigating action has been taken to improve primary controls.

ENERGY AVAILABILITY AND COST

The Board is ultimately accountable for risk management and is ably assisted by the Risk Committee, see Annual Financial Report–Accountability–Corporate governance report–Board committees–The Risk Committee for our risk reporting structures.

RISK MANAGEMENT

The risk-management process is a systematic application of management policies, procedures and practices in communicating, consulting and establishing the context, and identifying, analysing, evaluating, treating, monitoring and reviewing risk. Risk-management documents include the Risk Policy, Plan and Charter, which sets out the requirements for effective oversight of risks, including the identification, assessment, evaluation, treatment and reporting of risks. The risk-management process is embodied in Sibanye’s Risk Management Framework, which is used for implementation. Sibanye’s ERM process combines operational and strategic risk processes.

During the period under review, Sibanye conducted an independent risk-management effectiveness assessment and maturity review. The results showed some significant progress towards full maturity and support the introduction of the advanced measurement approach Sibanye has adopted.


STAKEHOLDER ENGAGEMENT

An analysis that provides a view of our relationships with key stakeholders and their concerns

The outcomes of stakeholder engagement – the concerns of our primary stakeholders (see Integrated Annual Report–Material issued–Reflecting on stakeholders) – are important determinants of Sibanye’s material issues and hence inform decisions taken to control risk and identify opportunities for the business.

Sibanye is committed to proactive, open and constructive stakeholder engagement, which informs participative decision-making. Our stakeholder engagement aims to:

• strategically inculcate a culture of effective engagement within the organisation

• develop and implement formal and informal systems of communication for the benefit of the Group and stakeholders

• ensure regular engagement and response to issues material to stakeholders

• accurately understand the influence of business activities on stakeholders and the potential impact stakeholders may have on the business, whether positive or negative, to enhance the engagement process

• ensure engagement is conducted in a timely, accurate and relevant manner

• continuously monitor, review and improve engagement activities.

As a responsible corporate citizen, Sibanye fosters and maintains constructive engagement with all stakeholders in order to deliver on our vision to create superior value for all stakeholders, to maintain our licence to operate, and ultimately for the long-term success and sustainability of the business.

The Board’s performance and interaction with stakeholders is guided by the South African Constitution, including the Bill of Rights, and management is tasked with the development and implementation of corporate citizenship policies and programmes for relevant stakeholders.

Sibanye expects employees and communities to appreciate the importance that a profitable and sustainable business holds for them and the other stakeholders who rely on the mining industry.

REFLECTING ON STAKEHOLDERS

INVESTORS AND MARKET ANALYSTS

Excluding Gold One, which represents a consortium of Chinese investors who have acquired a strategic 20% stake in the Group, Sibanye’s investors are primarily geographically diverse institutional investors, located predominantly in the US and South Africa.


Engagement is regular and structured with quarterly operational updates, and more detailed six-monthly operational and financial reviews, which enable investors to engage directly with management via live webcast or conference calls. Senior management also undertakes regular global roadshows to interact directly with current and prospective investors. Shareholders expect management to deliver on operational forecasts and the communicated corporate strategy. Adherence to the highest standards of corporate governance are expected. Shareholder investment strategies and tenures differ, making it difficult to target and cater to specific investor groups. A consistent and transparent strategy is crucial to building investor confidence.

Sibanye is widely covered by sell-side analysts who provide investment research and advice to existing and prospective institutional investors. Sell-side analysts tend to do relatively detailed and in-depth analyses of relevant sectors and companies, including peer-group comparisons and benchmarking. Sibanye is comprehensively covered by local and international sell-side analysts from smaller brokers to global, bulge bracket banks. At least nine analysts produce independent research on the Group at any given time.

SUPPLIERS AND CONTRACTORS

Sibanye has categorised its suppliers and contractors into three groups: strategic, tactical and local. Strategic suppliers provide services and products that could have a high impact on Sibanye’s operations, such as reagents and underground support. Without their inputs, production would be seriously hampered. Engagement with them is interactive and contracted to minimise any potential risk to production. Continuous innovation would enhance solutions and drive down costs. A highly interactive partnership ensures that Sibanye’s ability to produce is enhanced.

Tactical suppliers provide Sibanye with the bulk of the day-to-day goods and services required for production. Engagement with these suppliers takes place at an operational level and any issues are managed through the supply chain, which is bound by the Group’s procurement policy. The quality and cost of goods and services are managed through tenders and the ordering process.

Local suppliers are small, medium and micro enterprises (SMMEs) within communities around Sibanye’s operations. Engagement is highly active as the Group needs to develop and grow these suppliers to enable them to support local economic development (LED) and job creation. The skills and experience of local suppliers need to be developed and enhanced to ensure good-quality and sustainable supply of goods and services. These stakeholders expect to play an active and sizeable role in Sibanye’s supply chain.

CHAMBER OF MINES AND INDUSTRY PEERS

Sibanye engages regularly with its peers in the gold, platinum, coal and bulk minerals segments. Collaborative engagement, involving non-competitive issues of common interest, is more prevalent in the gold sector with information and other lessons, particularly sharing health and safety management and community engagement, and collaboration is actively pursued where it can be more effective. The Group also co-operates in strategic industry interventions with potential for synergies. Co-operation is based on agreed mechanisms for and mature rules of engagement. Among gold-mining companies, particularly, co-operation to promote achievement of common goals is strong.

The Chamber of Mines, which plays an important role in expediting peer engagement and in lobbying national government on behalf of the industry, protects the collective interests of mining companies and promotes a positive image of the mining sector as being progressive, transformed and effective, in consultation with other national stakeholders. Chamber membership is voluntary and most major South African mining companies are members.

The Chamber provides a platform, through company representation on collective committee structures, to discuss matters of strategic importance to the mining industry and to provide a mandate to the Chamber. Experts within the Chamber provide leadership in strategic thinking on a broad range of policy domains. Established communication channels are in place to secure strong alignment between the Chamber and its members.

EMPLOYEES AND ORGANISED LABOUR

Sibanye employs 46,269 people with a diverse set of skills, and various educational and cultural backgrounds. They provide services ranging from core mining to processing and support services. Engagement varies, based on the nature of the issue and level of employee. Engagement with management is generally constructive.

Allied to engagement with employees is engagement with organised labour, which includes unions representing certain employee categories, principally those involved in core mining and processing. The unions with whom Sibanye engages are AMCU, the National Union of Mineworkers (NUM), the United Association of South Africa (UASA) and Solidarity. The nature of this engagement is formal. Wage negotiations, conducted collectively for the gold producers under the auspices of the Chamber of Mines, are the most visible subject in union engagement. Inter-union rivalry and its effects are a major concern. Sibanye’s engagement and interaction with the unions is generally respectful and constructive.

Since listing, Sibanye has made significant effort to re-establish direct lines of communication with its employees. Given the close contact and consistent communication, there has been a shift from an adversarial to a more collaborative approach, albeit with some level of scepticism. Sustainable employment, higher wages and benefits are the main tangible employee expectations. However, they also expect a relationship based on values. Union relationships tend to be more complex with a clear political influence affecting relations. The quality of the relationship with employees is evident in greater participation in Group programmes, feedback and the degree of workplace disruptions.


COMMUNITY AND CONSULTATIVE FORUMS

Communities in the vicinity of and affected by Sibanye’s operations, together with those in the Southern African Development Community (SADC) labour-sending areas, are an important stakeholder grouping. Engagement is undertaken with formal and informal representatives through community and consultative forums as well as civic groups, non-governmental organisations (NGOs), and other special-interest groups. These forums, which are often multi-stakeholder in nature, comprise local community leaders and representatives as well as local government officials. They address issues of mutual concern, such as employment and LED, especially business development and access to supply-chain opportunities. The forums have introduced greater degrees of transparency and openness between Sibanye and communities. Ongoing, structured engagement facilitates positive dialogue to identify and address the negative impacts of mining on communities. The chief focus is to identify, discuss and resolve issues affecting communities.

REGULATOR, NATIONAL, PROVINCIAL AND LOCAL GOVERNMENT

Sibanye engages with all levels of government and various government departments but principally with office bearers based in the Gauteng and Free State, as well as (following the Burnstone acquisition) the Mpumalanga regional offices of the DMR regarding safety and mining rights. Other departments with which Sibanye engages include environmental affairs, water and sanitation, labour, health and education, among others.

Engagement with the national offices is on an as-and-when-needed basis. Engagement is ongoing and generally robust yet constructive. Inconsistencies in the application of regulatory requirements and individuals’ preferences can be problematic, and engagement at local level is frequently included in the community and consultative forums in which local government is represented.

Other regulators with whom Sibanye engages are the National Nuclear Regulator and National Energy Regulator of South Africa as well as the JSE, the NYSE and US SEC regarding its stock-exchange listings.


TOP 14 MATERIAL ISSUES

1. LABOUR UNREST AND PRODUCTIVITY

CONTEXT

Industrial unrest and union rivalry have featured in the South African mining industry for some time. This undermines Sibanye’s operational efficiency and performance, and negatively affects financial performance. Labour unrest can result in work stoppages. Demand for higher wages results in increased costs often without a corresponding increase in productivity.

SIBANYE’S VIEW

Sibanye is concerned that strikes in the major mining companies could damage the South African economy, and hold back growth and employment. This remains a threat to the Group’s operations in light of the implementation of the wage agreement without full acceptance during the negotiations. Union rivalry may further fuel the situation.

Sibanye recognises and respects employees’ rights, including the right to work safely, to develop and contribute, and to associate. Harmonious relations are top of mind.

Sibanye understands its history and the union membership landscape so it has been essential to create and sustain an engagement platform where all represented and recognised unions are allowed equal rights to engage with employees and management. Information is shared and discussed using agreed joint leadership and future forums when rights and obligations are consistently applied.

Sibanye’s vision is to create superior value for all its stakeholders, and this has resulted in processes to modernise employee engagement within and outside the workplace.

Employees understand the positive impact that the operating model has had on extending life of mine (LoM) and thus creating employment opportunities. However, this could be jeopardised by union rivalry, which does not consider or the stability of the business as a top priority.

STRATEGIC RESPONSE AND ACTION

Since inception, post the 2012 unbundling of Sibanye from Gold Fields, the Group proactively tried to win the hearts and minds of employees with the ‘People at Sibanye’ strategy. This integrated approach deals with key employee-related aspects and focuses on implementing integrated solutions.

Elements of the People at Sibanye strategy include:

• selling Group houses and facilitating affordable housing aligned to home-ownership allowances paid to employees

• indebtedness programmes focused on moving beyond consolidating debt to personal balance sheet growth and financial wellbeing

• career development

• personal wellbeing

• community development

• integration

These initiatives are backed by unfiltered dialogue between employees and line managers, supported by frequent factual communication from the desk of the Chief Executive Officer (CEO). Recent employee survey findings have clearly indicated that employees prefer management communication and engagement to gather information as the ‘union rivalry’ phase has created a measure of confusion and distrust.

For further information, see Integrated Annual Report–Optimise–Develop a productive, skilled and engaged workforce and Integrated Annual Report–Sustain–Social upliftment and community development.

2. HEALTH AND SAFETY

CONTEXT

Underground mining exposes miners to, among others, heat, dust, noise and injury through fall of ground. Consequently, the industry is subject to stringent health and safety laws and regulations. In addition, the industry is experiencing the negative effects of pandemics, such as HIV/Aids, along with accidents, accident investigations and stoppages, which adversely affect productivity and costs. Furthermore, investors do not want to invest in companies that do not manage their safety and health matters effectively.

SIBANYE’S VIEW

Sibanye believes that the safety and health of employees are essential for an engaged, productive workforce and that healthy employees work safely.


In striving for zero harm at its operations, Sibanye aims to eliminate the potential for accidents and injury, and to minimise hazards inherent in the working environment in a practical manner.

Sibanye has extensive systems of control in place to minimise health and safety risks. About 80% rely on employees taking ownership – from the CEO to line management, supervisors and mineworkers. Sibanye’s integrated safety and health strategy includes adherence to operational standards and responsibility, engineering-out risk initiatives, fall-of-ground initiatives and action plans, improvement of employee wellbeing, application of appropriate technologies, and effective education and training.


For further information, see Integrated Annual Report–Optimise–Develop a productive, skilled and engaged workforce, Integrated Annual Report–Sustain–Health and safety focus and Integrated Annual Report–Grow–Modernisation and technological innovation.

3. REGULATORY AND POLITICAL PROCESSES

CONTEXT

The South African mining environment is governed by legislation to redress some of the social and economic imbalances of the past. The mineral rights are subject to legislation in terms of the MPRDA, the Mining Charter and SLPs. Policy changes, particularly related to the MPRDA and the Mining Charter, create a framework for the transformation of the mining industry but increase the risk of non-compliance and handicap Sibanye’s ability to deliver value.

It is important to maintain sound relations with the regulator, the DMR, particularly upholding licence conditions. This includes directives, instructions, suspension or cancellation of mining rights.

The political environment is outside of Sibanye’s control but any negatives can be improved by the quality of stakeholder relations.

SIBANYE’S VIEW

The threat of policy changes, including amendments to the MPRDA and legislative concerns, such as the outcome of the interpretation of BEE ownership, increases uncertainty and deters investment required for growth and sustainability.

Policy uncertainty is making South African business reluctant to invest in the country and adding to the difficulty of attracting investors.

As 2015 preceded an election year, the DMR was under increasing pressure, particularly from local government officials, to compel mining companies to comply with Mining Charter requirements and SLP commitments. Operations have had to bear the brunt of these demands in the form of stringent compliance inspections. Sibanye made an effort to maintain relations with the regulator to ensure that a neutral platform prevails for issues to be raised before sanctions are considered.


In view of the pending local elections in 2016, Sibanye has made an effort to engage with executive mayors in district and local municipalities, particularly in the Free State. This was important to understand the socio-political dynamics on the ground and potential risks for our operations. Executive mayors and councillors were kept in the loop about developments at Sibanye and realistic assessment of projects that can be funded. This engagement is expected to gain momentum in early 2016.

At industry level, differences between the interpretations of the ‘once empowered, always empowered’ principle saw the Chamber of Mines approaching the courts to seek a ‘declaratory order’ on the issue. The matter is still pending. We have yet to engage the new Minister following Cabinet changes made by the President.

The recent promulgation of the BBBEE Amendment Act, 2013 (Act No 46 of 2013) has resulted in the introduction of a ‘trumping’ provision (the Act will trump other laws) in relation to legislation on transformation. The current Mining Charter now needs to be aligned with the BBBEE Amendment Act before it is published. We have been part of the consultation process and will continue to influence the process to ensure that the requirements can be achieved.

For further information, see Integrated Annual Report–Sustain–Social upliftment and community development, Integrated Annual Report–Sustain–Transformation and Integrated Annual Report–Grow–Secure alternative energy sources.

4. AVAILABILITY AND COST OF ENERGY

CONTEXT

National supply of electricity has been constrained due to the shortage of available generating capacity at Eskom. This has resulted in regular load curtailment, especially during the first half of 2015, which interrupted certain production activities, mainly in the milling and processing of low-grade surface sources.

Eskom has been successful in reducing the extent of load curtailment, albeit through extensive use of expensive generating plant, which increases the upwards cost pressure on Eskom tariffs. Electricity tariffs have escalated substantially above general inflation for several years, resulting in electricity costs increasing from 9% of operating costs in 2007 to over 20% in 2015.


SIBANYE’S VIEW

While Eskom expects minimal load curtailment in 2016, risks of load curtailment, with associated impact on production operations, are expected to remain appreciable for the next five years.

Despite the operations reducing energy consumption by 2% to 3% per annum since initiatives to improve energy efficiency and reduce energy wastage, electricity costs have increased to about 18% of operating costs.

Escalation of electricity tariffs is expected to continue well above general inflation for Eskom’s tariffs to remain cost-reflective, as included in the national electricity regulation framework. This escalation will contribute significantly to above-inflation increases in mining costs, which will erode margins and raise pay limits, thereby potentially sterilising Mineral Resources.


Electricity tariff escalation is partially offset through continuous effort to reduce electrical energy consumption through efficiency improvement and reduction in wasted energy with a view to continuing to secure a 2% to 3% per annum reduction in energy consumption.

In addition, strategies for complying with load curtailment obligations are being enhanced to lessen the impact on revenue-generating activities. The above-inflation electricity cost escalation that cannot be offset is accommodated in the pay limit calculations that are the basis of declaring Mineral Reserves and annual operational planning.

For the longer term, Sibanye has developed an alternative electricity programme that focuses on establishing private electricity-generating capacity that will provide energy security and cost- competitiveness. In addition to assessing various opportunities to generate base load electricity supply with an independent power producer (IPP), a 150MW photovoltaic project is currently in permitting phase with a target date for first generation of electricity towards the end of 2017.

For further information, see Integrated Annual Report–Optimise–Optimise and integrate operations, Integrated Annual Report–Sustain–Manage environmental impact and Integrated Annual Report–Grow–Secure alternative energy sources.

5. STAKEHOLDER RELATIONSHIPS AND REPUTATION

CONTEXT

Sibanye’s reputation is determined and defined by stakeholders’ perceptions of the Group, particularly communities in the vicinity of the mining operations. Sibanye recognises that its long-term success is based on establishing and maintaining sound and respectful relationships of trust with a wide range of internal and external stakeholders.

Sibanye recognises that there are enormous challenges and developmental needs among some members of its communities, and recognises its own limitations in terms of what it can do.

SIBANYE’S VIEW

Sibanye’s engagement efforts are guided and underpinned by its CARE philosophy and vision. This enables it to immediately hear and validate its stakeholders’ concerns while respectfully affirming the Group’s position.

Through sound stakeholder engagement, the Group is able to make a lasting and meaningful contribution to human development while ensuring that its reputation and business remain intact.

While building and maintaining good relations with stakeholders does not guarantee avoidance of social unrest, this positions Sibanye well to navigate issues that arise within its communities from time to time.


Sibanye engages proactively and speedily to avoid the reputational impact that could result from non-responsiveness. It endeavours to form meaningful partnerships with other businesses in its areas of operation in order to pool its resources for greater impact. Collaboration bodes well for all parties and keeps local municipalities in the loop as key stakeholders.

For further information, see Integrated Annual Report–Sustain–Social upliftment and community development, Integrated Annual Report–Sustain–Manage environmental impact and Integrated Annual Report–Sustain–Transformation.

6. SOCIAL LICENCE TO OPERATE

CONTEXT

Sibanye’s social licence to operate is the vehicle that drives government’s transformation agenda in that it revolves around the level of satisfaction within communities adjacent to the operations. At the heart of this agenda is the Mining Charter.

SIBANYE’S VIEW

While the Mining Charter expired at the end of 2014, this does not mean that there is no need to continue with the transformation effort. Work currently underway on the new Mining Charter seems to indicate that there will be a renewed sense of urgency in the next few years.



At a minimum, Sibanye will continue to engage with its stakeholders, deliver on its socio-economic development initiatives, share value with all stakeholders, and submit and implement its SLPs.

The Group has continued to engage the DMR to ensure that it remains proactive and compliant with regard to the maintenance of mining rights for all the operations.

The Corporate Affairs department plays a critical role in the Chamber of Mines Charter Reference Group developing industry proposals on the new Mining Charter and alignment with the new DTI codes and the BBBEE Amendment Act.

Sibanye has established relations with structures representing communities in order to streamline processes relating to employment and procurement opportunities in the Free State. The same approach is being tested before rolling out in the Gauteng area. The current partnership, which includes the Matjhabeng Local Municipality, is underpinned by a memorandum of understanding (MoU).

Sibanye has begun engaging with traditional leaders and municipal councillors in rural labour-sending areas as well as representatives of the governments of Lesotho, Botswana and Mozambique. As these stakeholders have potential influence over more than 67% of Sibanye employees, it was important to ensure that they were apprised of Sibanye and how the CARE approach is implemented.

Corporate Affairs has been instrumental in providing guidance and support to the mining operations to ensure that adequate compliance levels are achieved. This includes scanning the internal and external environments for potential and other risks, and identifying and implementing mitigation strategies.

For further information, see Integrated Annual Report–Sustain–Social upliftment and community development, Integrated Annual Report–Sustain–Manage environmental impact and Integrated Annual Report–Sustain–Transformation.

7. ACQUISITIONS AND THEIR INTEGRATION

CONTEXT

Timely and efficient integration of Sibanye’s inorganic acquisitions into the operating model and supply chain will be essential to delivering on the business strategy.

SIBANYE’S VIEW

The proposed acquisitions of Anglo American Platinum’s Rustenburg Operations and Aquarius will require significant management focus to align them with the Sibanye operating model. The lessons learnt from the integration of the Cooke operations and Burnstone will be taken into account.


Sibanye will integrate the acquisitions based on sound project-management principles and, where applicable, external parties may be contracted to assist with post-acquisition integration and stakeholder communication.

For further information, see Integrated Annual Report–Optimise–Optimise and integrate operations and Integrated Annual Report–Grow–Acquisitions and funding model.

8. RISING COSTS AND SQUEEZED MARGINS

CONTEXT

Increasing costs – of power and labour in particular – affect operating margins, inhibit cash flow and profitability, and consequently Sibanye’s ability to pay dividends.

As a result of escalating electricity, wages and other costs, and other input price increases, the mining sector is losing out on opportunities to sustain current jobs or create more jobs. Rising costs and squeezed margins are contributing factors to slowing economic growth and the unemployment rate increasing from 25.0% to 25.5% in 2015.

SIBANYE’S VIEW

From Sibanye’s point of view, these are the critical implications of rising costs:

• increased pay limit (break-even grade)

• reduction in Mineral Reserves and LoM

• possible early closure of shafts

• impairment

• labour tension due to downsizing

• reduced cash generation impacting the dividend



Dealing with rising costs is an ongoing initiative, which includes:

• conservative commodity and exchange-rate assumptions for planning

• business restructuring

• cost management and control

• mining-grade management

• strategic procurement initiatives

• short interval reviews

• stakeholder management (for example, with Eskom)

For further information, see Integrated Annual Report–Optimise–Optimise and integrate operations, Integrated Annual Report–Sustain–Project development and capital allocation, Integrated Annual Report–Grow–Secure alternative energy sources and Integrated Annual Report–Grow–Modernisation and technological innovation.

9. COMMODITY PRICES AND EXCHANGE RATES

CONTEXT

The revenue Sibanye earns is determined largely by the prices received for gold sold and, to a lesser extent, for uranium. Both these prices, over which Sibanye has no influence, are set on global markets in terms of US dollars.

As Sibanye is domiciled and operates in South Africa, dollar receipts for product sold must be converted to South African rand, and the amount received in rands is thus a function of the rand/US dollar exchange rate. Ultimately, rand revenue is then a function of the gold price in dollars and the local exchange rate. As the dollar gold price has continued to weaken over the past three years so too has the rand/dollar exchange rate, which has helped to counter declines in the dollar price of gold in terms of rand revenue earned.

SIBANYE’S VIEW

Volatility in the gold price and the rand/US dollar exchange rate in recent years has resulted in financial uncertainty in terms of revenue generated, cash flows and profitability.

Furthermore, the rand/US dollar exchange rate also has an impact on costs incurred, chiefly in rand. A weakening rand contributes to higher rand revenue, to lower costs in terms of US dollars and to increased operating margins. The opposite is also true: a stronger rand implies reduced rand revenue, higher costs in terms of dollars and decreased operating margins. It is therefore vital that the business is managed to counter the effects of this volatility.


To counter the effects of market volatility, Sibanye has devised an operating model that, to increase margins, is based on:

• optimising capital expenditure

• reducing costs and pay limits

• optimising LoM plans

For further information, see Integrated Annual Report–Optimise–Optimise and integrate operations, Integrated Annual Report–Sustain–Project development and capital allocation and Integrated Annual Report–Grow–Acquisitions and funding model.

10. TECHNOLOGY AND INNOVATION (PARTNERSHIPS)

CONTEXT

Modernisation of mining processes is a means to improve productivity and the safety of employees in the workplace.

SIBANYE’S VIEW

Development of new technology or innovation will have a substantial impact on Sibanye’s ability to create value over time. Improved mining methods and cycles will allow extraction of maximum value from assets and resources by lowering cut-off grades, decreasing dilution and increasing production rate. The net result will be higher volumes of better-quality product with substantial reductions in injury-frequency rates, facilitated by reduced employee exposure to danger areas.


In order to develop fit-for-purpose technology, Sibanye has developed partnerships with developers and suppliers as well as MoUs governing information sharing with counterparts in the mining industry.

Sibanye established the Safe Technology department in July 2014. It has since facilitated industry-wide due diligence on past, current and future developments with respect to modernising narrow, tabular and steeply dipping ore-body extraction. The


process yielded a number of technologies that have been actively pursued and are in various stages of investigation, development and implementation.

For further information, see Integrated Annual Report–Optimise–Optimise and integrate operations, Integrated Annual Report–Grow–Secure alternative energy sources and Integrated Annual Report–Grow–Modernisation and technological innovation.

11. MAINTAINING SUSTAINABLE INFRASTRUCTURE

CONTEXT

Modernisation of mining processes is a means to improve productivity and the safety of employees in the workplace.

SIBANYE’S VIEW

Inadequately maintained infrastructure can result in unplanned breakdowns and stoppages with possible production delays, increased costs and industrial accidents.


Capital expenditure is linked to infrastructure risk assessment. Sibanye keeps a maintenance risk register and conducts regular shaft infrastructure maintenance management inspections.

For further information, see Integrated Annual Report–Optimise–Optimise and integrate operations, Integrated Annual Report–Sustain–Project development and capital allocation and Integrated Annual Report–Grow–Acquisitions and funding model.

12. FINANCING

CONTEXT

Appropriate and required financing can be difficult and often expensive. Efficient, sensible funding of acquisitions and aging infrastructure must be planned and co-ordinated, and optimum levels of debt and funding mechanisms determined.

SIBANYE’S VIEW

Sibanye is particularly aware that:

• lack of finance can cause short-term liquidity constraints during periods of low delivery (extended Christmas and Easter breaks) and during strikes (legal/illegal)

• availability and cost of funding can impact internal organic growth and acquisitive growth

• the cost of finance can have a severe impact on cash flow and the dividend.


Debt facilities are in place at competitive interest rates:

• R2.5 billion revolving-credit facility

• R1 billion term-loan facility

• US$350 million revolving-credit facility

• US$150 million bridge financing for the Aquarius acquisition

• restructuring or refinancing of debt will be considered when appropriate.

For further information, see Integrated Annual Report–Sustain–Project development and capital allocation and Integrated Annual Report–Grow–Acquisitions and funding model.

13. MANAGING ENVIRONMENTAL ASPECTS

CONTEXT

By its very nature, mining has an impact on its surrounding environment. The South African mining industry is governed by extensive laws and regulations to regulate its use of natural resources and to protect the environment against adverse impacts caused by its activities.

SIBANYE’S VIEW

Sibanye believes it is vital that it acts as a responsible environmental steward. Preventing and minimising the environmental consequences of mining activities will also contribute to positive stakeholder relations and will minimise any reputational damage.



Sibanye must make optimal use of natural resources, especially water and energy, conserve land and comply strictly with environmental legislation.

For further information, see Integrated Annual Report–Sustain–Manage environmental impact.

14. ILLEGAL MINING

CONTEXT

Illegal mining impacts Sibanye on the surface, and in its underground working areas. These activities are difficult to control, and can disrupt the business and expose it to liability. This negatively impacts employees, production and profitability.

SIBANYE’S VIEW

While illegal surface mining holds lesser risks for Sibanye from a reputational, health and safety, and financial perspective, illegal mining in its underground workings is of grave concern. Illegal mining in the underground workings negatively impacts infrastructure, health and safety, equipment, product, production schedules/targets, and people.

In some instances, central blasts are tampered with resulting in lost blasts and therefore lost production. In other instances, winches and other equipment are used by illegal miners and this equipment is often damaged, which incurs repair costs or lost time with a negative impact on production.

Health and safety may be compromised by illegal miners lighting fires, indiscriminately urinating and defecating, smoking, undermining underground support and spiking water supply systems. A major consequence of illegal miner induced anomalies could be statutory stoppage of operations, which results in substantial production and financial loss.

Also of concern is employees (including security employees) being coerced, corrupted or compromised to assist the practice of illegal mining.


Illegal mining activities, on the surface and within the underground workings at Sibanye, may be described as manageable. In order to deal with this risk, Sibanye has the following in place:

• a security roll-out plan to deal with this issue from a preventative, investigative and criminal perspective

• a highly trained tactical response team to locate and extricate illegal miners from underground workings

• an anonymous reporting platform

• a reward system for whistleblowers and employees who apprehend illegal miners

• a well-developed internal communication strategy

• a focused Illegal Mining Task Team (multi-disciplinary with senior representation)

For further information, see Integrated Annual Report–Optimise–Optimise and integrate operations.


Our performance review is structured around the optimise, sustain and grow strategic enablers.

We have sought to provide further insight into the underlying strategic initiatives to demonstrate our performance and outlook that is ultimately linked to our ability to create and sustain value.

OPTIMISE OPTIMISE AND INTEGRATE OPERATIONS

APPROACH Sibanye’s operating model is based on the implementation of fundamental mining practices and flat, cost-efficient structures designed to optimise and sustain operational performance. The Group has a proven operational track record of managing complex mines and is confident that, by applying its operating model and mining capability to new acquisitions and projects, it can continue to realise value for stakeholders.

The Group’s cash-generative capacity of its high-quality gold operations and robust balance sheet ideally position the Group to benefit in the current environment of depressed commodity prices and relatively low mining-company valuations. By optimally managing its current operations and successfully integrating recent and pending acquisitions, Sibanye will be able to deliver on its vision while continuing to pay sustainable, industry-leading dividends to shareholders.

PERFORMANCE The optimisation of operations is multi-faceted, and is underpinned by the Sibanye operating model and its principal objectives. The focus is primarily on initially reducing then managing costs, which are under management’s control, thereby lowering pay limits (or the grade at which the operations can be mined at break-even), which results in an increase in operational flexibility and cash margins. Key elements of the optimisation process include continuous re-engineering of the business, and introduction and adherence to planned return cut-off ore reserve management principles. Initial restructuring in 2013 and 2014 of the gold assets resulted in a meaningful increase in production and decrease in operating costs. Further cost reductions at these assets are likely to be more incremental.

Optimisation of the existing gold operations also involved, among other initiatives, reducing energy consumption so as to minimise the effect of load shedding on operations as well as reducing the cost of power; addressing air leakages underground and increased expenditure on security in order to reduce the impact of illegal mining, which negatively impacts on production and hence profitability and potentially the life of the operations.

Sibanye’s Safe Technology function – see the section Integrated Annual Report–Grow–Modernisation and technological innovation – is researching and developing new technology, which aims to provide a modern mining environment that is safer and more productive in future, and could potentially deliver a profitable long-term future for the industry by allowing safe extraction of previously inaccessible resources and resources at depth.

OPERATIONAL PERFORMANCE Overall, gold production in 2015 was lower year-on-year, largely as a result of operational disruptions in the first quarter of the year, especially at Kloof, and periodic electrical load curtailments for most of the first half of the year. Opportunities to improve productivity and recover lost production were identified and implemented at all operations, resulting in improved production levels in the second half of the year.

Average unit costs for the year were negatively affected by the lower level of production, the inclusion of the Cooke Operations for a full year (only seven months in 2014), higher labour costs and electricity tariffs.

Two-thirds – R2,305 million – of the total capital expenditure of R3,345 million was spent on ORD at the operations to maintain operational flexibility, in line with our operating model, while R669 million was expended on sustaining capital expenditure and infrastructural maintenance (one of our material issues).

FUTURE FOCUS The focus in 2016 will be on ensuring that operational issues, which affected the first quarter of 2015, are not repeated and that greater effort is applied to quality-of-mining factors in order to ensure safe operational delivery against plan in the Gold division. Efficient integration of the platinum assets and implementation of the Sibanye operating model, and CARE culture, will be driven by the organisational effectiveness team together with executive and senior management.


KEY STATISTICS BY OPERATION

Tons milled (000)

Underground Surface Total Main development Area mined(m2)

2015 2014 2015 2014 2015 2014 2015 2014 2015 2014Beatrix 2,723 2,571 1,596 1,975 4,319 4,546 21,599 19,733 416,684 384,701

Cooke1 1,470 893 4,323 2,779 5,793 3,672 12,923 9,508 204,835 175,627

Driefontein 2,412 2,497 3,360 2,867 5,772 5,364 15,704 17,376 384,109 374,914

Kloof 1,979 1,983 1,998 2,670 3,977 4,653 17,899 18,743 307,750 304,930 1 Since incorporation on 15 May 2014

Yield (g/t) All-in sustaining cost

Underground Surface Overall Actual (R/kg) Margin (%)

2015 2014 2015 2014 2015 2014 2015 2014 2015 2014Beatrix 3.51 3.74 0.34 0.38 2.34 2.28 408,422 377,101 14 15

Cooke1 3.65 4.16 0.21 0.21 1.08 1.17 541,843 445,645 (14) (2)

Driefontein 6.36 6.54 0.60 0.49 3.01 3.31 373,752 357,333 21 19

Kloof 6.49 7.89 0.61 0.52 3.54 3.66 426,223 352,624 10 20 1 Since incorporation on 15 May 2014

Tons milled (000)

Underground Surface Total

Capital expenditure (Rm)

Total cash (R/kg)

2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 Beatrix 9,557 9,603 548 751 10,105 10,354 597 548 340,792 313,888

Cooke1 5,359 3,719 893 586 6,252 4,305 337 230 474,584 395,168

Driefontein 15,345 16,329 2,005 1,406 17,350 17,735 994 1,149 309,764 283,129

Kloof 12,848 15,653 1,220 1,385 14,068 17,038 1,130 1,236 342,764 271,282 1 Since incorporation on 15 May 2014

BEATRIX Located in the Free State province of South Africa, some 240km south-west of Johannesburg, near Welkom and Virginia, Beatrix operates under new order mining rights covering a total area of 16,821ha. Beatrix is principally an underground mine with nominal surface reserves represented by surface rock dumps (SRDs) accumulated during the operating history of the mine.


DESCRIPTION

Gold mining began at Beatrix in 1985 and at Oryx (Beatrix 4 Shaft, also known as West Section) in 1993.The existing scope of operations is the result of the consolidation of the adjacent Beatrix and Oryx mines on 1 July 2002.

Beatrix has three operating shaft systems with two ventilation shafts to provide additional upcast and downcast ventilation capacity, and is serviced by two metallurgical plants.

Beatrix, a shallow to intermediate-depth operation, mining at depths of between 700m and 2,200m below surface, exploits the Beatrix Reef at shafts 1 and 3, and the Kalkoenkrans Reef at 4 Shaft. Situated near regional urban centres where it can routinely obtain supplies, the mine has access to the national electricity grid and to water, road and rail infrastructure.

Processing occurs by way of carbon in leach (CIL) and carbon in pulp (CIP) treatment at the No 1 and 2 plants respectively.

INFRASTRUCTURE

Shaft system Hoisting capacity1

No 1 138ktpm No 3 170ktpm No 42 120ktpm

1 Capacities based on operations requirements and constraints 2 Includes Beisa

Processing plant Capacity Recovery factor

No 1 243ktpm 96% No 2 130ktpm 95%

PERFORMANCE IN 2015

Gold production decreased by 2% to 10,105kg (324,900oz) in 2015. This was primarily due to anticipated lower grades at the West Section (4 Shaft), partly offset by high volumes and grades from the North Section.

Underground ore milled increased by 6% to 2.7Mt in 2015, offsetting a 6% lower yield, which averaged 3.51g/t. As a result, gold production from underground was flat at 9,557kg.Unit costs decreased by 2% to R1,169/t.

To improve mining flexibility, on-reef development was increased by 4% to 6,344m, mainly at the West Section. Main development increased by 9% to 21,599m. The average development value increased to 1,100cm.g/t from 1,034cm.g/t.

Underground operating costs increased by 4% to R3,185 million, reflecting the higher development and stoping volumes at the North and West sections, and the above-inflation increases in wages and electricity tariffs, partly offset by an increase in ORD capitalised. Underground operating profit increased by 16% to R1,371 million and the operating margin increased from 28% to 30% in 2015.

The Beatrix surface operations contributed 548kg, 27% lower than in 2014. This was mostly due to a 19% decrease in tons processed due to SRD material being displaced by higher grade underground ore, and marginally lower grades. Operating profit for the year amounted to R53 million.

Capital expenditure increased by 9% to R597 million in 2015. The increase was predominantly due to the increase in off-reef development at Beatrix West Section, following the suspension of development in 2014 in order to maintain the economic viability of the section.

COOKE Located near Randfontein, approximately 30km south-west of Johannesburg in the province of Gauteng, South Africa, the Cooke underground operations comprise four vertical shafts (Cooke 1 to 4 and the Ezulwini Plant) and the surface operation (with a dedicated processing facility), serviced by a developed network of mining and civil infrastructure with adequate electricity and water supplies. The operations have three individual new order mining rights: Cooke 1, 2 and 3 cover 7,875ha, Cooke 4 covers 3,718ha and the surface operations cover 3,230ha.


DESCRIPTION

The Cooke Operations consist of four producing shaft systems and well as three metallurgical plants.

The underground operations are relatively shallow (~1,000m) with fewer seismicity or heat challenges than experienced at the neighbouring Kloof or Driefontein operations. The primary gold-bearing reef horizon mined at Cooke 1, 2 and 3 is the UE1A and the Upper Elsburg Reef at Cooke 4.

Access to the Ezulwini uranium plant allows for near-term production of uranium from underground ore mined at Cooke as a by-product.

The Cooke Plant was constructed in 1978 and has a nameplate capacity of 280,000tpm.

In 2005, it was converted from a reef treatment plant to treat sand from the nearby high-grade Dump 20 tailings storage facility (TSF). High-grade ore from the Cooke 1, 2 and 3 shafts was diverted for toll treatment at Harmony’s Doornkop Plant.

Today, the Cooke surface operations process tailings from Dump 20 at a monthly rate of approximately 350,000t to produce approximately 32,000oz of gold per annum. Mixed gold and uranium underground ore from Cooke 3 and all of Cooke 4’s ore is treated at the dual-stream Ezulwini gold- and uranium-recovery plants.

INFRASTRUCTURE


No 1 15ktpm No 2 28ktpm No 3 54ktpm No 4 56ktpm

1 Capacities based on operations requirements and constraints


Cooke plant 400ktpm 60% Ezulwini gold plant 150ktpm 95% Ezulwini uranium plant 50ktpm 78%

PERFORMANCE IN 2015

Gold production in 2015 amounted to 6,252kg (201,000oz) compared with 4,305kg (138,400oz) for the seven months since acquisition, ended 31 December 2014. The average yield was marginally lower at 1.08g/t.

Underground production was 5,359kg compared with 3,719kg for seven months in 2014. Underground ore milled was 1.5Mt at a yield of 3.65g/t.


The R58 million operating loss from the underground operation was offset by R54 million operating profit from surface, resulting in an operating loss of R4 million. Underground operating costs for 2015 were R2,620 million at a unit cost of R1,782/t compared with R1,641/t in 2014.

Main development of 12,923m was 36% higher than in 2014 at an average value of 834cm.g/t, compared with 799cm.g/t for 2014.

The Cooke surface operations contributed 893kg (28,700oz) from throughput of 4.3Mt at a yield of 0.21g/t, which was similar to 2014.

Capital expenditure of R337 million was mainly spent on ORD and infrastructure upgrades, and the studies relating to the growth project: the WRTRP.

DRIEFONTEIN Located on the Far West Rand, in the mining district of Oberholzer, some 70km south-west of Johannesburg in the province of Gauteng, South Africa, Driefontein operates under new order mining rights covering a total of 8,561ha. It is an underground mine with surface reserves represented by rock dumps and TSFs that have accumulated throughout the operating history of the mine.

DESCRIPTION

Driefontein has six operating shaft systems at depths of between 700m and 3,420m below surface and three metallurgical plants exploiting the Carbon Leader Reef, the Ventersdorp Contact Reef and the Middelvlei Reef.

Driefontein has access to the extensive national electricity grid and to water, road and rail infrastructure. Located near regional urban centres where it can routinely obtain supplies, the mine was formed from the amalgamation of the East Driefontein and West Driefontein mines in 1999.

The Driefontein 1 Plant treats underground ore and has a processing capacity of 240,000tpm. The upgraded CIP circuit at the No 1 Plant consists of a semi-autogenous grinding (SAG) mill circuit followed by cyanide leaching, CIP and a central elution facility.

The Driefontein 2 Plant processes SRD material, which is delivered by rail and truck. Plant flow incorporates two SAG mills and a ball milling circuit, cyanide leaching and a CIP plant. A CIL circuit was commissioned in 2014 at the No 2 Plant to improve recoveries by replacing the aging CIP circuit.

The Driefontein 3 Plant was originally designed as a uranium plant but was converted to process low-grade surface rock in 1998. Similar to the No 2 Plant, SRD ore is delivered by rail and truck. The plant has four SAG mills followed by cyanide leaching and a CIP circuit.

INFRASTRUCTURE


No 1 105ktpm No 2 165ktpm No 4 57ktpm No 5 159ktpm No 6 26ktpm No 8 60ktpm


1 Capacities based on operations requirements and constraints


No 1 240ktpm 97% No 2 180ktpm 81% No 3 100ktpm 82%

PERFORMANCE IN 2015

Due to a decrease in underground volumes and a planned decrease in grade, gold production from Driefontein decreased by 2% to 17,350kg (557,800oz) during 2015. The overall yield decreased from 3.31g/t to 3.01g/t.

Underground ore milled decreased by 3% to 2.4Mt, largely due to lower volumes in the March 2015 quarter. The yield also decreased by 3% year-on-year due to a face value decrease from 1,840cm.g/t in 2014 to 1,742cm.g/t in 2015. Accordingly, underground gold production was 6% lower at 15,345kg.

The cost of underground ore milled increased by 9% to R1,941/t year-on-year due to lower throughput and above-inflation increases in electricity tariffs and wages. In nominal terms costs increased by less than 6%. Main development decreased by 10% to 15,704m and on-reef development of 3,242m was 18% lower, as planned. Operating profit from the underground operations declined by 6% to R2,603 million due to the lower gold production and increase in costs. The operating margin decreased from 37% in 2014 to 36% in 2015.

Lower underground production was partly replaced by surface production, with gold from processing surface reserves increasing by 43% to 2,005kg. This was driven by a 22% increase in the yield to 0.60g/t due to higher-grade available SRDs and a 17% increase in tons milled at 3.4Mt. This was due to optimisation of existing milling capacity. Operating profit from surface operations increased from R145 million in 2014 to R399 million in 2015.

Capital expenditure of R994 million was 13% lower than in 2014. This was mainly due to the completion of infrastructure upgrades – a significant element being the No 2 Plant CIL upgrade (R117 million in 2014). Capital in 2015 was predominantly spent on ORD, the refrigeration and cooling plant on 38 Level and stabilisation of the shaft barrel at the Ya Rona Shaft.

KLOOF Located in the Far West Rand mining district of Westonaria, some 60km south-west of Johannesburg in Gauteng province, South Africa, Kloof’s new order mining rights cover a total of approximately 20,100ha. It is principally an underground mine with nominal surface reserves represented by SRDs and TSFs accumulated during the operating history of the mine.

DESCRIPTION

The Kloof Operation is a complex of intermediate to ultra-deep level mines, predominantly mining the Ventersdorp Contact Reef, at depths of between 1,300m and 3,350m below surface. The mine is situated near regional urban centres where it can routinely


obtain supplies, and has access to the national electricity grid and to water, road and rail infrastructure. Kloof’s existing scope of operation is the result of the consolidation of the Kloof, Libanon, Leeudoorn and Venterspost mines in 2000.

Gold mining began in the area now covered by these operations in 1934.

Kloof’s operations comprise five producing shaft systems and two metallurgical gold plants. The Kloof 1 Plant (KP1) was commissioned in 1968 and originally designed to process underground ore. It was converted to process surface reclamation dumps in 2001. KP1 comprises three-stage crushing, open-circuit rod mills for primary grinding and closed-circuit pebble mills for secondary milling. This is followed by cyanide leaching, filtration, zinc precipitation and smelting.

The Kloof 2 Plant (KP2) was commissioned in November 1990 and currently treats all of Kloof’s underground ore. Reef is trucked and conveyed to a central stacker pad, which feeds two SAG mills equipped with variable-speed ring motor drives. Milling is followed by cyanide leaching, CIP and treatment at an independent elution and smelting facility. The elution facility was upgraded in June 2001 and again in October 2003 to process loaded carbon from KP1 and the former KP3 (Libanon) plant. The upgrade included the installation of continuous electro-winning sludge reactors.

INFRASTRUCTURE


No 1 100ktpm No 32 55ktpm No 4 82ktpm No 7 32ktpm No 8 15ktpm

1 Capacities based on operations requirements and constraints 2 Includes Beisa


KP1 180ktpm 92% KP2 165ktpm 98%

PERFORMANCE IN 2015

Year-on-year gold production declined by 17% to 14,068kg (452,300oz) in 2015. Production was impacted by underground fires at 7 and 1 shafts, which resulted in lower volumes and lower grades, and load shedding.

Underground production volumes in the second half of 2015 were much improved, albeit at lower grades, resulting in tons milled for 2015 of 2.0Mt being only marginally lower than that achieved in 2014. However, yields and gold output both declined by 18% to 6.49g/t and 12,848kg respectively.

On-reef development increased by 8% to 4,314m and the average development value increased to 1,824cm.g/t from 1,637cm.g/t. Main development was planned down due to the recapitalisation project largely completed by the end of 2014 but was also affected by the fires, as well as safety stoppages, and decreased by 5% to 17,899m.

Lower production resulted in unit costs increasing by 9% to R2,251/t and operating profit from the underground operations declining from R2,800 million in 2014 to R1,658 million in 2015.

Surface throughput decreased by 25% to 2.0Mt as a result of decommissioning the Python mobile processing plant in July 2014. Average surface grades increased from 0.52g/t to 0.61g/t due to more selective processing of SRD material, which partly offset the lower throughput, resulting in a 12% decline in surface gold production to 1,220kg. Despite the lower production, closure of the Python Plant resulted in reduced costs and an increase in operating profit from R200 million in 2014 to R256 million in 2015.

Capital expenditure of R1,130 million was 9% lower than in 2014. Capital was mainly spent on ORD, maintenance and equipment upgrades, and the 4 Shaft 45 Level decline project.


DEVELOP A PRODUCTIVE, SKILLED AND ENGAGED WORKFORCE

APPROACH Sibanye places significant emphasis on open, honest and regular communication with employees in order to align the business and employees. One of the initiatives to address the trust deficit that has historically developed between management and employees in the South African mining industry has been the development of the People at Sibanye strategy, aimed at winning the hearts and minds of employees and engendering a sense of ownership and pride in the Group. This strategy is an integrated and solution-based approach that seeks to address key employee-related issues by enhancing the employee value proposition.

OUR CORPORATE CULTURE Our corporate culture is founded on the values of CARE, which underpin our business strategy, and promote competitiveness and success. These values have been embedded through continuous communication, transformation, education and training. They are supported by our safety, health and wellbeing strategy, which has five key pillars:

• Compliance with safety rules is essential

• Workplace and process risks must be identified and engineered out

• Employee wellbeing is fundamental to success

• Staying fit and healthy is a joint responsibility

• Relationships are important and should be based on mutual respect – managers and employees need to share goals and engage with teamwork underpinning what we do – we seek motivated and competent teams

PERFORMANCE As at 31 December 2015, Sibanye employed a total of 46,269 people (2014: 44,411 people) – 86% full-time permanent employees and 14% full-time contractors. The slight increase in the number of employees since the beginning of 2015 is mainly in the production environment. Decreases in employment, particularly in the services areas, are due to a restructuring process undertaken in the last quarter.

Sibanye’s employee complement will increase to more than 70,000 people in 2016 following the conclusion of the Rustenburg Operations and Aquarius acquisitions.

Permanent employees in 2015 comprised:

• men: 35,393 (2014: 35,453); 89% (2014: 90%)

• women: 4,332 (2014: 3,779); 11% (2014: 10%).

Contractors employed by Sibanye in 2015 comprised:

• men: 6,148 (2014: 4,766); 94% (2014: 92%)

• women: 396 (2014: 413); 6% (2014: 8%).

In terms of age, permanent employees comprised:

• younger than 30 years of age: 5,251 (2014: 5,798); 13% (2014: 15%)

• between 30 and 50 years old: 27,017 (2014: 26,460); 68% (2014: 67%)

• older than 50: 7,457 (2014: 6,974); 19% (2014: 18%).

Contractors, in terms of age, comprised:

• younger than 30: 1,890 (2014: 1,756); 29% (2014: 34%)

• aged 30 to 50: 3,805 (2014: 2,821); 58% (2014: 54%)

• older than 50: 849 (2014: 602); 13% (2014: 12%).


NUMBER OF EMPLOYEES AT 31 DECEMBER 2015

Permanent employees

2015

Contractors1

Total

Permanent employees

2014

Contractors

Total

Permanent employees

2013

Contractors

Total Corporate office

3,054

1,018

4,072 2,895 897 3,792 248 - 248

Beatrix 7,618 1,362 8,980 7,444 806 8,250 7,963 565 8,528

Cooke 5,236 2,084 7,320 5,570 2,051 7,621 - - -

Driefontein 10,772 949 11,721 10,425 672 11,097 11,860 775 12,635

Kloof 10,192 941 11,133 9,791 695 10,486 10,469 766 11,235

Other2 2,853 190 3,043 3,107 58 3,165 3,628 - 3,628

Total 39,725 6,544 46,269 39,232 5,179 44,411 34,168 2,106 36,274

86% 14% 88% 12% 94% 6% 1 Excludes ‘free’ contractors (receive a fee for service irrespective of the number of contractor employees on site – they are not compensated on

a fee-per-head basis but on a fee for the service or work performed) 2 Includes all services (Property, Sibanye Gold Academy, Sibanye Gold Shared Services, Sibanye Gold Protection Services and Sibanye Gold

Health Services) as well as Burnstone

SAFE, PRODUCTIVE AND FAIR EMPLOYMENT

Our employment practices and policies are governed by South African labour legislation and regulations, as well as various collective-bargaining and recognition agreements.

New employees are increasingly drawn from local communities. A number of operations signed MoUs with local government and community leaders in 2015 in respect of fair and transparent recruitment processes. Of the 2,217 employees recruited by Sibanye in 2015, 75% were classified as local (permanent residents within the communities surrounding our operations).

Absenteeism is a major issue affecting productivity and several initiatives were implemented to address this with some success. Absenteeism has fallen by about 7% year-on-year, which has had a positive impact on the availability of employees at work.

SKILLS DEVELOPMENT

Developing a productive, skilled and engaged workforce requires a significant investment in training and educating employees. By identifying, recognising and developing employees’ expertise, skills and talents, the business is able to run more efficiently and profitably, and employees tend to be more fulfilled and engaged. Training has also been made available to community members. In 2015, the Group spent R385 million (2014: R353 million) on human capital development, representing a total of 7.93 million hours of training (2014: 7.85 million hours).

SIBANYE GOLD ACADEMY

The Sibanye Gold Academy, located in Westonaria, Gauteng, supports human capital development by developing employees’ skills and knowledge through training and experiential learning, for the benefit of Sibanye, employees and the broader society. The Academy is fully accredited by the Mining Qualifications Authority and its programmes have been approved by a number of Sector Education and Training Authorities. Satellite campuses, managed by the Academy, are located at each operation.


ADULT BASIC EDUCATION AND TRAINING

Portable skills training equips employees with practical skills that will stand them in good stead for life after mining, and equips community members with skills they can utilise for employment and self-employment. In addition to the South African Qualifications Authority-recognised qualifications in mechanical, electrical and construction trades, training is now provided in agriculture, clothing and textile manufacturing.

To improve employees’ skills and to provide opportunities for community members to enter the mining industry, learnership programmes are offered as a combination of study and on-the-job training. Learnerships play an important role in advancing employees’ careers as they lead to recognised qualifications. Sibanye invested R81 million in learnerships in 2015 (2014: R77 million).

TRAINING AND DEVELOPMENT

Training and development is aligned with our business needs, and our talent pipeline is maintained through adult basic education and training (ABET) for community members, portable skills training, learnerships, internships, study assistance, and core skills and leadership development. ABET is offered to employees and community members on a full-time and after-hours basis. Learners are examined by the nationally recognised Independent Examinations Board.

HUMAN RIGHTS Sibanye’s employees, including security personnel, are trained to uphold human rights, and to respect all cultures and customs. Training is provided in terms of our human rights policies and procedures as part of the return-from-leave and new-engagement processes. A well-articulated and fair system is in place to deal with discrimination and breaches of human rights.

Training of security employees was included in the Workplace Skills Plan (WSP) for 2015. A service provider, Maccauvlei Learning Academy, was appointed to provide training in human rights to Protection Services, and trained 62 employees.

The WSP is a strategic training document, published annually, which articulates an employer’s approach to training and development needs in the workplace. It is governed by the Skills Development Act, 1998 (Act No 97 of 1998) and the Labour Relations Act, 1995 (Act No 66 of 1995), compiled jointly by the employer, employee representatives and non-unionised employees.

All significant investment agreements and contracts that include human rights clauses were screened in 2015.

Our human capital policies also address risks related to human rights, child labour or forced labour at any of our operations or among our suppliers, employment equity and employee relations, including discipline and recognition.

A total of 118 (2014: 18) incidents relating to corruption were reported in 2015. These incidents involved dishonesty with the intention to obtain cash and assist illegal miners. A total of 173 (2014: six) employees were charged – 27 criminally and disciplined in terms of Sibanye’s Code of Ethics.

ADDRESSING INDEBTEDNESS

High levels of indebtedness are not unique to the mining industry, and this continues to be problematic. Sibanye therefore launched a personal financial-education programme – CARE for iMali/Khathalel’imali/Hlokomela chelete (meaning ‘care for money’ in isiXhosa and Sesotho) – in 2014, aimed at curbing indebtedness and providing financial planning and rehabilitation to employees.

In Phase 1 (2014 to May 2015), more than 12,000 employees and community members attended training sessions. Training extended to community members in the Eastern Cape, a significant labour-sending area, and to visiting spouses, retiring employees and local schools. An external service provider audited and validated garnishee orders, assisted employees in managing their debt, returned significant amounts incorrectly or fraudulently debited to employees, and stopped the erroneous application of garnishee and emolument attachment orders. During Phase 2 (June 2015 to December 2016), 18,000 employees and community members will be trained.

A total of 11,468 employees and community members attended CARE for iMali sessions during 2015. A CARE for iMali industrial-theatre production and song, reinforcing the principles of financial accountability, have been developed for employees and local communities. Employees under debt stress are supported by CARE for iMali coaches and they can choose debt consolidation on manageable terms.


HUMAN CAPITAL DEVELOPMENT

Expenditure (Rm)

Number of learners

Total Training hours2

Average hours Per employee

Internships 31.5 107 215,712

Bursaries 17.5 216 435,456

ABET (employees) 46.0 1,276 444,048

ABET (community) 8.5 1,325 1,017,600

Engineering learnerships 41.0 386 778,176

Mining learnerships 39.9 367 739,872

Portable skills (employees) 2.2 828 39,744

Portable skills (community) 3.7 945 90,720

Leadership development (including electives) 6.4 845 33,800

Core skills training 146.7 62.9271 4,027,328

Coaches/mentors training 2.8 705 5,640

Employees indebtedness 5.6 11,468 91,744

Community maths and science 0.5 120 14,400

Support and research 8.0 0 0

23.6 0 0

Total 383.9 81,515 7,934,240 97.33 1 Learners counted per course 2 Number of learners x average training days per learner

COLLECTIVE BARGAINING AND REMUNERATION

The mining sector is highly unionised with entrenched collective bargaining. At the end of 2015, around 93% (2014: 86%) of our total permanent workforce was unionised. Currently, four unions are recognised by Sibanye, namely AMCU, NUM, Solidarity and UASA.

Gold wage negotiations under the auspices of the Chamber of Mines began in June 2015 and a three-year settlement (effective from 1 July 2015) was reached with three unions in late October. Negotiations were particularly challenging, given prevailing economic circumstances, excessive wage demands and union rivalry. All parties, including government, pressed for job preservation. Other gold companies signed agreements with three unions – NUM, Solidarity and UASA – on 2 October 2015. Sibanye continued to engage with all four representative unions. Every effort was made to reach an agreement with AMCU but this was not possible. An agreement was reached between Sibanye and NUM, UASA and Solidarity on 21 October 2015.

No employee was disadvantaged by union affiliation and, to keep industrial peace, all employees in the bargaining unit received benefits. The increases were substantial, above inflation and aimed to make a real difference for employees, their families and mining communities, and will ensure the sustainability of the industry as far as possible.


FUTURE FOCUS In 2016, we will focus on transformation, creating a performance-driven culture, improving internal stakeholder relationships and implementing initiatives identified in our People at Sibanye project (see Integrated Annual Report–Material issues–Business environment–Labour relations and employment).


SUSTAIN PROJECT DEVELOPMENT AND CAPITAL ALLOCATION

APPROACH Projects are identified and then filtered or assessed at annual strategic and LoM planning sessions. These projects proceed through the various stages of project investigation – from concept to prefeasibility study (PFS), feasibility study (FS), approval and project execution. Sibanye’s approach is to have strong owners’ teams managing the projects with consultants and contractors considered for execution when external resources are required over and above internal resources. Major projects are monitored in line with the Group’s projects control framework, which includes scheduled project reviews, steering committee reviews and Board updates.

Sibanye focuses primarily on brownfields opportunities that will extend its operational LoM, increase its return on invested capital (ROIC) and enhance or sustain its dividend profile. To ensure delivery on this aspect of the business and to avoid distracting core production personnel at the operations, Sibanye appointed a dedicated project team in 2014 to evaluate, rank and progress organic projects. With the Burnstone Project, the Kloof 4 and Driefontein 5 shafts below-infrastructure decline projects approved in 2015 for execution in 2016, the project team will play a leading role in this process.

Both organic projects and external growth opportunities are evaluated using criteria based on strategic, technical and financial parameters, including investment hurdle rates that vary between 15% and 30% (real rates in South African rand) depending on the level of project confidence.

KEY CRITERIA Key criteria guide corporate decisions on project funding to ensure that dividends are not compromised:

• projects must be funded primarily from cash flow, after dividends have been paid, although alternative funding options may be considered where appropriate

• strict filters are applied to organic projects, including assessment of risk, returns and the impact of financing on returns

• acquisitions must be earnings-accretive with medium-term potential to support our core dividend strategy

• valuable opportunities are pursued in other similar mining sectors as long as these opportunities are consistent with Sibanye’s underlying benchmark dividend strategy

PERFORMANCE

KLOOF BELOW INFRASTRUCTURE DECLINE PROJECT

This project will extend Kloof’s operating life from 2030 to 2033, producing 0.5Moz incremental gold in addition to the current LoM plan from 2021 when the first reef intersection and wide-raise development begins on 46 Level. Total project capital is estimated at R691 million (in 2015 terms).

In 2015, R55 million was spent to access the project site and establish excavations that will support the mechanised development fleet and project infrastructure. Mining equipment is due to be delivered into Quarter 1 and the first development metres below 45 Level are planned by the end of the second quarter. The 45 Level Decline Project FS was completed and presented to the Board with R107 million capital expenditure approved for 2016.

DRIEFONTEIN BELOW INFRASTRUCTURE DECLINE PROJECT

This project has potential to extend Driefontein’s operating life from 2028 to 2042, producing an additional 2.1Moz of gold in addition to the current LoM plan following the first reef intersection and raise development from 2021. Project capital is estimated at R1,061 million (in 2015 terms).

Initial site preparation and development equipment procurement cost R9 million in 2015. The 50 Level Decline FS was completed and presented to the Board with R124 million capital expenditure approved for 2016. The expenditure is primarily for developing the site access excavations and supporting infrastructure on 50 Level for the two decline shafts.

The first two years of the project require conventional mining development to access the two decline shaft positions, followed by development of the incline portions of each shaft above 50 Level, and creation of the shaft tipping, sheave wheel and winder excavations in preparation for engineering construction and equipping. The key project milestone of shaft sinking below 50 Level is planned from the first quarter of 2018.


BURNSTONE PROJECT

The Burnstone project FS was presented to the Board for approval in 2015. The project is planned with steady-state production of between 100koz and 130koz per annum with an initial 23-year LoM plan, accessing 1.8Moz of Mineral Reserves. The mine design and schedule in the FS were limited to the mineable reserves within a 3km radius of the shaft infrastructure. Extensive development will begin in 2016 with first gold production due in 2018 and the full production run rate achieved in 2020. Total LoM capital is estimated at R1,852 million (in 2015 terms).

In 2015, R272 million was spent on completing the mine-dewatering pumping and rock hoisting infrastructure, and approximately 2km of development to access the ore body. The Board approved the project budget of R705 million for 2016 for the procurement of the additional mechanised mining fleet, for the development to access the ore body and additional infrastructure, as identified in the FS.

Approximately 4,500m of primary off-reef development is planned in 2016 to access the various mining blocks as well as 1,200m on-reef development in preparation for the first raise lines in 2017.

The three existing mechanised development fleets were refurbished in 2015 and an additional three fleets will be procured and delivered in 2016. A mechanised development fleet comprises one twin boom drill rig, one roof bolter, one LHD (load, haul, dump) machine, one or two dump trucks and a dedicated emulsion explosive charge-up utility vehicle.

WEST RAND TAILINGS RETREATMENT PROJECT

The WRTRP will process up to 715Mt of the historic Driefontein, Kloof and Cooke TSFs for gold and uranium. The definitive feasibility study (DFS) for this project has been completed, and the project has an estimated gold and uranium Mineral Reserve of 6.5Moz and 99.1Mlb respectively.

Key to the successful execution of this project is the permitting and construction of a high-volume central processing plant (CPP) for economical extraction of gold, uranium and sulphur from the TSFs, and redeposition of the residues onto a single large regional TSF in accordance with modern, sustainable deposition practices in order to reduce future environmental liabilities.

The WRTRP DFS was completed in December 2015. The scope of the integrated DFS includes the design and construction of a CPP to treat 1Mt per month from the Driefontein 3 and 5 TSFs, and concurrently treat 400,000tpm from the Cooke dump. The resultant tailings will be deposited onto the new regional TSF.

Steady state production of 110koz of gold, 2.2Mlb of uranium and 250,000t of sulphuric acid per annum is planned during the first phase, allowing for the recovery of 1.32Moz of saleable gold and 33.4Mlb of saleable uranium over the first 18 years of the project, at an operating cost of approximately R80/t (in 2015 terms).

The WRTRP will also improve the management of currently affected sensitive dolomitic aquifers and water resources. The direct result of commissioning a sulphuric acid plant will be a reduction in residual sulphide sulphur concentrations from the existing historic TSFs, thereby averting the risk of acid mine drainage (AMD) and mobilisation of harmful, toxic heavy metals into the environment. Sibanye is currently considering alternative ways to finance the project in order to reduce upfront capital requirements and improve the project’s return on capital for the Group.

URANIUM BY-PRODUCTS

Sibanye has produced approximately 290,000lb of uranium since production began in 2014 and expects to produce another 250,000lb in 2016.

Sibanye’s uranium production is being stored as ready-to-go inventory in anticipation of securing more attractive term arrangements as opposed to selling at spot into the market. Sibanye’s uranium strategy is based on an improvement in the price of uranium – dictated in the longer term by a well-understood supply-and-demand relationship.

FUTURE FOCUS For 2016, R75 million has been approved for the WRTRP to fund the detailed engineering design work as well as completion of the design, construction and operation of a pilot plant while the environmental permitting processes continue. Approximately 60% of the R75 million budget planned for 2016 will be spent on an external party review and the detailed engineering design with the balance on funding the pilot plant and permitting. A positive record of decision is expected from the regulators in mid-2016 when an execution budget will be taken to the Board for consideration and approval.

The Beisa Project at Beatrix West is now included in the Mineral Reserves with gold Reserves of 0.5Moz and uranium Reserves of 11.7Mlb. The PFS for this project was enhanced through cut-off grades and leveraging synergies with the current Beatrix West Operation. Further study work will be conducted during 2016.

Mineral Reserves at the WRTRP remain largely unchanged year-on-year although the life will now extend well beyond 2050, based on the DFS production profile and planned treatment capacity.

The gold Mineral Reserves for the De Bron Merriespruit Project are based on the original FS previously conducted by Wits Gold in 2013. However, the production design and schedule was modified during 2015 in line with geological and estimation models, which were restated following the acquisition of Wits Gold in 2014. The Mineral Reserves for this project remain at 2.1Moz.

The Bloemhoek Project is adjacent to Beatrix North Operation. A study to access a portion of this area with a decline system from Beatrix North has begun and is due for completion in 2016. Concurrently, an exploration-drilling programme designed to improve geological confidence in the immediate vicinity of the planned decline system will also be completed.


HEALTH AND SAFETY FOCUS

APPROACH Sibanye strives to prevent all accidents, and to have a healthy and productive workforce through continuous improvements in safety by focusing on compliance and the systematic reduction of employees’ exposure to risk in the work environment by:

• identifying and ranking risks

• identifying technical and procedural engineering solutions in terms of a risk mitigation hierarchy to eliminate the risk completely

• controlling the risk at source

• minimising the risk

• monitoring risk exposure

• providing personal protective equipment (PPE).

As required by the Mine Health and Safety Act, 1996 (Act No 29 of 1996) (MHSA), all employees are represented in formal joint management-worker health and safety committees through their representatives to assist in monitoring and advising occupational health and safety programmes.

SAFETY PERFORMANCE It is with deep regret that we report the death of seven employees during the year under review although this is a significant improvement on the 12 fatalities reported in 2014. Our Board and management extend their deepest sympathies to the families, friends and colleagues of the deceased.

The more than 40% decline in fatalities is pleasing and reflects the lowest number on record for our mines. However, it is of concern that, in general, other safety trends have deteriorated. Management acknowledges that the deterioration in other safety trends is cause for concern but action plans have been put in place to address these issues.

All accidents are investigated and the main causes have been found to be incorrect identification of risks, not timeously and effectively correcting identified risks and not complying with mine standards. Greater attention is being paid to the impact supervisors have on the work environment.

KEY INDICATORS: SAFETY (PER MILLION HOURS WORKED)

2015 2014 % change

Fatalities 7 12 (42%)

FIFR 0.06 0.12 (50%)

LTIFR 6.74 5.87 15%

SIFR1 4.68 3.88 21%

Medically treated injury frequency rate2 3.60 3.37 12%

Section 54 work stoppages 109 77 42%

Production shifts lost as a result of section 54 stoppages 70 99 (29%)

Internal stoppages3 18,642 23.257 (20%)1 Serious injury frequency rate 2 Referred to as treat-and-return injury frequency rate (TRIFR) 3 Internal stoppages are an integral part of Sibanye’s risk management strategy (any person can stop a task of workplace until arrangements

have been made to reduce high risk)

FATALITY-FREE MILESTONES: 2015

1 million fatality-free shifts achieved:

• Sibanye (four times)

• Driefontein

• Beatrix (twice)

• Cooke

2 million fatality free shifts achieved:

• Sibanye (twice)

• Driefontein

• Kloof


MINESAFE AWARDS 2015

• Kloof: No 2 metallurgical plant

• Driefontein: Mining Unit 1

HEALTHCARE AND OCCUPATIONAL HEALTH PERFORMANCE Sibanye’s new operational model for health is aimed at prevention, early detection and management of disease, and prevention of disability, through the provision of accessible healthcare. Early identification of health risks with early intervention and stringent application of the mandatory code of practice on minimum standards of fitness to perform work at a mine are critical.

Our health model is in its second year of a planned three-year roll out that has seen focus on optimisation, efficiencies and excellence.

As with safety risks, we reduce occupational health risks by proactively managing health risk factors. The most significant occupational diseases encountered at our operations are NIHL, chronic obstructive airways disease (COAD), cardiorespiratory TB and silicosis. The most challenging public health concerns are HIV/Aids, TB, hypertension and diabetes mellitus.

The new Sibanye healthcare model focuses primarily on disease prevention, early detection thereof and management. Since the disposal of our healthcare assets in 2014, we have focused on efficiencies and embedding the new healthcare model.

VOLUNTARY COUNSELLING AND TESTING AND TB SCREENING

In line with the Department of Health’s strategic initiative to screen 90% of the population for TB and HIV, we have increased access to screening by introducing annual testing for all employees following certificate of- fitness examinations. In all, 23,538 employees were offered VCT, of whom 8,505 were tested for HIV, while 47,465 employees and contractors were screened for TB. Employees diagnosed with communicable and no communicable diseases are appropriately referred for further management in the Sibanye network.

SHAFT CLINICS

Recognising the shift in employees’ residential preferences and the reduction in formalised hostel residents, we have improved access to quality healthcare by building five clinics close to the shafts. These clinics manage trauma, acute ailments and chronic diseases for all employees, and provide entry into the Sibanye Health network. Mining accidents are immediately assessed and referred to an appropriate facility of definitive care, which includes referral to Level 1 trauma units in the greater Johannesburg area and Bloemfontein.

DISEASE AND CASE MANAGEMENT

All employees suffering chronic diseases are registered and managed in terms of formalised disease-management programmes. In 2015, a total of 14,871 medical conditions were formally registered and managed in these programmes (including medical schemes), which ensure that employees are monitored objectively for adherence and compliance with evidence based treatment protocols. A team of highly proficient case managers ensure that employees are referred and managed by the network specialists and provider hospitals.

TB CARE

The number of new TB cases declined in 2015 despite intensified case finding and the use of DNA molecular assay studies for diagnosis. Of significance is the reduction in multidrug-resistant TB (MDR-TB) strains from 34 cases in 2014 to 14 cases in 2015. This can be attributed, in part, to stricter controls in the TB programme. Primary MDR-TB, which accounts for around 50% of MDR cases, refers to infection of an individual with the resistant strain of TB, which can be contracted on mine and within


communities. This provides a measure of the degree of transmission of the MDR-TB strain. Secondary MDR is resistant TB, which develops in patients previously treated for TB.

TRAUMA CARE MANAGEMENT

All employees are insured for work-related injuries and disease in terms of COIDA by Rand Mutual Assurance from the first day of the injury. We ensure that employees are appropriately triaged on scene and referred to a facility for definitive care. In this context, the majority of employees are referred to Level 1 or Level 2 trauma units.

HIV CARE

Early detection and management of employees affected with HIV and the suppression of viral replication remain the clinical end points of disease control. The new integrated health model allows patients to be assisted at numerous service points and, with almost 80% of employees managed on once-daily therapy, progress is being made in achieving the targets.

OCCUPATIONAL HEALTH

All employees undergo stringent medical testing annually as part of the medical-surveillance programme monitoring the health effects of hazards in the workplace.

2015 2014 % change

Medical surveillance and certificate-of-fitness examinations:

– Total 84,022 72,132 16%

– Employees 69,284 63,338 9%

– Contractors 14,738 8,744 69%

VCT for HIV – employees and contractors 8,505 5,590 52%

Percentage of employees and contractors who have undergone VCT 18% 13% 38%

Number of cases of NIHL reported1 105 138 24%

Number of cases of COAD reported2 57 45 27%

Number of cases of silicosis reported3 186 264 (30%)

Number of new and retreatment cases of cardiorespiratory TB 679 715 (5%)

Number of new and retreatment cases of TB treated 744 832 (11%)

Number of new cases of MDR-TB treated 14 34 (59%)

Total number of new recipients of HAART4 (Category 3-8) 875 548 60%

Total number of Category 3-8 employees on HAART 5,023 4,604 9%

HAART patients alive and on treatment4 (in active Sibanye employment) 5,750 5,283 9%

Total number of employees leaving HAART programme5 127 57 123%

Lost days due to health-related absenteeism6 478,568 414,424 15%

1 Diagnosis of NIHL is made on the assessment of the percentage hearing loss from baseline audiograms, where NIHL is defined as a loss of hearing in excess of 10%, which manifests over a prolonged period after repeated exposure to noise levels in excess of 85dBA.

2 COAD is characterised by chronically poor airflow, resulting in shortness of breath, coughing and sputum production. Long-term exposure to smoking, and particulates associated with air pollution and genetic predisposition cause an inflammatory response in the lungs, resulting in a narrowing of the small airways and breakdown of lung tissue known as emphysema or chronic bronchitis.

3 Exposure to free silica (SiO2), also known as crystalline quartz, found across a broad range of industries, including mining, cement manufacturing and quarrying, reaches the small airways of the lungs and forms tiny nodules (pulmonary fibroses), resulting in the development of silicosis.

4 Highly active antiretroviral treatment (HAART) refers to the combination of drugs used to suppress HIV (includes all employees). 5 Number of employees leaving HAART within 12 months of ART initiation. 6 Cooke Operations included from 2015.

Progress has been made in reducing exposure to silica dust and noise

• silicosis submissions declined to 4.91 per 1,000 (186 cases) versus 7.26 per 1,000 (264 cases) in 2014

• NIHL submissions declined to 2.82 per 1,000 (105 cases) versus 3.74 per 1,000 (138 cases) in 2014

FUTURE FOCUS There has been renewed emphasis on supervisor safety awareness training to positively influence employees’ behaviour so as to timeously and correctly identify and deal with risks as well as to ensure compliance with mine safety standards. We need to ensure that our focus on preventing falls of ground in particular remains top of mind during all planning and auditing interventions, and during the daily execution of mining activities.

Our health strategy has been designed to achieve excellence, which is accessible, equitable and quality healthcare for all employees by 2017.


We will focus on improving efficiencies in our healthcare value chain in 2016 with the delivery of improved clinical outcomes and healthy, productive employees.


SOCIAL UPLIFTMENT AND COMMUNITY DEVELOPMENT

Sibanye’s community-development strategy is designed to improve living conditions and uplift communities by creating opportunities for employment, local vendors, procurement of goods and services, and directing tangible development benefits to communities.

APPROACH The principles embedded in the SLPs, determined in conjunction with the DMR, aim to assist government in developing self-sustaining communities that are not dependent on the mines they host.

Our approach is underpinned by:

• effective engagement and relationship building, and a commitment to go beyond compliance

• the need to use human and capital resources appropriately, and effectively in responding to identified and agreed current and future community needs

• streamlining our efforts to ensure tangible and sustainable impact that will continue beyond LoM

• engaging directly with communities to identify their specific needs, and then partnering with local government and other collaborative partners where possible.

PERFORMANCE The most significant achievement in 2015 was approval of the revised SLPs for the Kloof and Driefontein operations, and for the Cooke Operations by the DMR (Gauteng region).

A review of the implementation and impact of our LED projects in 2014 indicated that, while our projects were aligned with the local municipalities’ integrated development plans (IDPs) and had been accepted by the DMR, they did not necessarily have the desired impacts on mining communities. The magnitude of the challenges faced by communities often neutralises or negates the impact of projects or hampers their implementation. While we recognise that the responsibility to address the challenges facing our neighbouring communities cannot reside solely with Sibanye, we also recognise that communities often do not understand this. Failure to make a meaningful and visible impact could threaten our own sustainability and licence to operate.

In 2015, we sought to align our community engagement and development (CED) programme with the development priorities of local municipalities while also interacting directly with affected communities to understand their needs. The Group’s own strategic imperatives were also taken into account. Our approach was to find common ground between the needs of our various stakeholders and those identified by Sibanye, which can be challenging at times. Stakeholders have different priorities and expectations while the Group’s resources are limited and will never be able to address all needs.

Nonetheless, certain priorities have emerged, such as the need to establish or improve critical infrastructure – for example, healthcare clinics that assist in eradicating diseases such as TB and implementing community programmes initiated by the Department of Health. The location of these healthcare facilities, such as the facility at Blybank, has wider impact during the current SLP cycle in that the 1,500 people attended to every month have a facility on their doorstep, presenting additional advantages as savings in travel and other costs, as well as safety and immediate access.

Examples of critical infrastructure development include plans for a new school in the Eastern Cape labour-sending area. The plans have been approved to accommodate more than 1,600 learners currently housed in a dilapidated hostel without running water and proper sanitation

Our corporate approach is two-pronged, focusing on the Mining Charter and exceeding SLP implementation and performance monitoring on the one hand, and CED on the other.

Following the acquisition of the Cooke Operations in 2014, a review of community development projects revealed that more than 40 projects were at various stages of implementation. Many of these were legacy projects previously owned by three different companies, and the scope of these projects was not aligned with Cooke’s current production profile or profitability. The review also showed that there were many small projects that were not sustainable in the longer term and would require continued long-term funding.

Following the review, advanced projects were completed and handed over to beneficiaries. The remaining projects were rationalised and streamlined.

Legacy projects will be addressed through Sibanye’s corporate social investment (CSI) programme and collaboration with third parties in consultation with local municipalities. In future, Sibanye will focus on solutions that are regional, integrated and catalytic in nature with the ultimate measure of success being their ability to continue without ongoing support.

As the current SLPs are due to expire at the end of 2016, we have an opportunity to ensure that the new SLPs focus on the Sibanye strategy of:

• high-impact projects with emphasis on post-closure continuity

• a regional approach aligned with municipal spatial development frameworks (fewer but larger projects)

• encouraging collaboration and partnerships to significantly increase impact


• sustainability in line with Sibanye’s operating model and operational CED priorities, guided by our growth and sustainability, which are inherent in the operating model.

Sibanye’s CED unit focuses primarily on communities in host and labour-sending areas affected by our operations, and which have the potential to affect our business. We allocate expenditure to eligible communities in terms of their proximity to mining operations and the degree of mining impacts they potentially sustain.

As far as possible, we seek to contribute meaningfully in terms of size and impact to mine communities by leveraging benefits derived from partnering with our peers in the mining industry and other sectors. These partnerships are founded on common and similar challenges, which include safety, health, preferential procurement, and social and community issues.

Initiatives currently benefitting from this collaborative approach and undertaken in partnership with Gold Fields’ South Deep mine and the Westonaria Community Trust are:

• Simunye Secondary School, Bekkersdal (redundant infrastructure has been donated by Sibanye for conversion into a high-school building for 1,500 learners)

• the Westonaria campus of Westcol Technical and Vocational Education and Training College (Sibanye is planning the construction of permanent facilities for 620 students) and Agri College

• the Gold Fields/Sibanye Gold Alliance Project focused on reinforcing commercial farming in the West Wits area as a key job-creation initiative for the region.

SOCIO-ECONOMIC DEVELOPMENT EXPENDITURE (R MILLION)

2015 2014 2013

Local economic development/SLPs 27 24 17Training 384 353 316

Sport 1 10 9

Infrastructure development1 197 649 699

Health 6 5 5

Enterprise development - 3 2

Education 62 10 1

Donations 14 1 1

Total 691 1,055 1,0501 Major infrastructure-development projects were completed between 2013 and 2014. Spend in 2015 included hostel upgrade at Cooke 3, hostel

conversions at Cooke 2 and construction of family units at Driefontein.

LED PROJECTS DEFINED IN SLPS

LED projects defined in SLPs are distinguished from CSI projects:

• LED projects are socio-economic interventions that harness local resources for the purpose of broadening the economic base of host and labour-sending areas. These are typically high-value projects, such as infrastructure development (for example, the construction or rehabilitation of schools and clinics), as well as projects aimed at diversifying the economies of the areas in which we operate (to create sustainable livelihoods that will endure long after the mines have concluded their economic lives).

• CSI activities typically address broader and generally short-term community needs – often undertaken as a result of requests from local communities in the form of community development funding and donations.

GROWTH STRATEGY FOCUSED ON SOUTH AFRICA In 2015, we announced critical acquisitions, which will make us a multi-commodity company. With our sights firmly set on South Africa, we will be expected to create superior value for a wider range of stakeholders. From a community development perspective, this will result in a more diversified stakeholder portfolio, which will present new challenges and needs, as well as interests and idiosyncrasies.

The Gold Fields/Sibanye Gold Alliance Project will form the basis of our new LED strategy to create jobs outside of mining, focusing on high-impact, large-scale and regionally based projects because of their potential impact on agriculture, infrastructure development and capacity building/skills development. Because of the larger numbers that can be impacted and the partnerships that can be formed, the alliance will be central to these growth strategies. Key agricultural projects will focus on agribusiness and processing. The development of ‘agrihubs’ and ‘outgrowers’ in a hub-and-spoke model, including ‘micro greens’, vegetables, poultry, school feeding schemes and livestock, will from part of a larger value chain aimed at enhancing value creation.

Infrastructure projects will be implemented within the agricultural part of the project and through our home-ownership scheme, which will be supported by the creation of enterprises related to, among others, construction, brick and paver manufacture, and school infrastructure development. Capacity-building and skills-development initiatives will range from ABET to portable skills training and learnerships, internships and skills transfers – all integrated in support of agribusiness, processing and infrastructure development. Partnerships with stakeholders, such as government, mining companies and businesses in other industries, will ensure greater consolidation of project funding and sustainability. Partnerships and investment gearing will help us achieve targets of 1,000 direct and 2,000 indirect jobs, as well as 1,000 houses to be built for employees to own, and the creation of


opportunities for local SMMEs supporting youth and women. SMMEs also stand to benefit from the planned development of incubation centres.

FUTURE FOCUS The new SLP cycle beginning in 2017 presents an opportunity to implement regionalised community development projects and programmes in our areas of operation. These projects will be fewer but larger, more impactful and fully integrated to reduce inherent dependency on mining. This approach will enable better alignment with national and regional imperatives, such as the National Development Plan, Sustainable Development Goals, Special Presidential Package, spatial development frameworks, IDPs and other national developmental policy frameworks. We believe that this will align with phases 2 and 3 of the Gold Fields/Sibanye Gold Alliance Project.


MANAGE ENVIRONMENTAL IMPACT

APPROACH Sibanye upholds the highest environmental standards and complies with applicable legislation governing the use of resources, responsible waste management, conservation of biodiversity, and closure and post-mining land use. Employees are also kept informed, and they are encouraged to adhere to and practise our environmental policy.

PERFORMANCE

WATER MANAGEMENT

Total water withdrawal was 114,735Ml in 2015 with 14,795Ml (13%) from municipal sources (potable water) and 99,940Ml (87%) from underground sources. While the volumes withdrawn from ground fissure water did not change significantly, notably less potable water was withdrawn from municipal sources as a result of the water-treatment plant commissioned at Driefontein.

Total water withdrawal includes groundwater extracted from underground sources and water purchased from municipalities.

Sibanye’s water-management team focuses on four functional areas:

• Compliance: Water use licence compliance improved as result of specialist interventions on surface and underground. The team approached the regulator to consider amendment of certain water use licence conditions in order to align current water use licences with the proposed resource-quality objective and catchment realities. We also prepared and completed the WRTRP water use licence application. The regulator conducted several audit inspections but no directives were issued. Assistance was provided in upgrading the Driefontein water laboratory for analysing many operational water samples.

• Innovation and projects: The team focused on several water-use improvement projects, including further process optimisation and refurbishment of the Driefontein North Shaft water-treatment plant. A 5Ml/day crystalactor softening plant was completed at Cooke 4, and Sibanye initiated the design and construction of the 30Ml/day settlers for the Trans Caledon Tunnel Authority Western Basin Water Plant Upgrade Project. The purpose of this project is to improve stability of the side walls of Dump 20 and restrict AMD into the environment. Test work was done on metal and salt reduction from underground water using lime softening and coagulation as unit processes.

• Operational and maintenance support: This provided support in the operation of the 20Ml/day Driefontein North Shaft water plant, which achieved a 20Ml/day saving in Rand Water intake. In addition, focus was on optimal operation of Sibanye’s underground settlers. By splitting underground fissure water and mine process water systems, Sibanye improved water quality in the discharges. The team also continued developing compliance and operational water and salt balances for mining sections.

• Awareness and stewardship: Several community visits were hosted at the Western Basin surface operations, including a visit by government. Sibanye participated in several stakeholder and water management public forum meetings. The SibanyeAMANZI strategic programme was updated and the revised strategy was presented to the Executive Committee. The focus of the SibanyeAMANZI strategy remains the improvement of water-use licence compliance, reducing the use of municipal water and water conservation/water demand management as well as reducing the cost of water management.

WATER USE LICENCE STATUS

Rand Uranium (Cooke 1, 2 and 3), Ezulwini (Cooke 4), Kloof, Driefontein, Beatrix and Burnstone all have current water use licences or authorisations.


Applications have been made for amendments to some of these water use licences, and feedback from the Department of Water and Sanitation (DWS) is pending.

In line with water use licence requirements, we reported 11 water-related incidents to the DWS in 2015. Generally, these incidents related to accidental water discharges and spills.

TAILINGS AND WASTE PROGRAMME

To reduce costly double handling of development or waste rock, previously hoisted separately and stored on rock dumps for future processing through dedicated surface material plants, a decision was taken in 2014 to mill and process development rock with underground ore at all operations. Significant effort has also been made to improve the quality of mining factors, such as reducing dilution by lowering stoping widths and ensuring that as much gold is recovered from the stoping area as possible by improving seepings in order to reduce or eliminate accumulations. Reducing dilution by minimising the amount of waste rock mined has significant cost benefits, including less effort on mining and processing waste material not containing gold, resulting in higher yields. Environmental gains include a smaller SRD footprint as land use is reduced, lower dust emissions and more effective management of water pollution.

There are environmental and health risks associated with the use of cyanide, the primary reagent for leaching gold from ore. The International Cyanide Management Code for the manufacture, transportation and use of cyanide in the production of gold is embedded in Sibanye’s management processes and systems, and management assurance is an ongoing process. No cyanide-related incidents were reported at our operations in 2015. Sibanye purchased 11,924t of cyanide in 2015 (2014: 11,758t).

WASTE MANAGEMENT

2015 2014 2013

Tailings into TSFs 14.31 15.73 13.11

Tailings into pits 4.20 3.79 -

Waste rock 7.14 0.60 0.76

Recycled 11.34 11.96 13.29

Total mining waste 25.65 20.12 13.87

AIR QUALITY MANAGEMENT

While surface dust levels at our operations in 2015 were generally below legislated limits, some exceedances were experienced mainly as a result of the extremely dry weather in the latter part of 2015, continuing into 2016. As a result, dust suppression required additional interventions.

Using dustfall regulations listed by the American Society for Testing and Materials (ASTM) International D1739 as a reference, single and multi-directional buckets were used to collect dust throughout 2015. Wind direction also provided information on potential sources that may be contributing to dustfall at particular points. A process to determine equivalence between the ASTM method and the multi-directional buckets began in 2014, and a technical paper was presented at the National Association for Clean Air Conference in 2015 for review and discussion with delegates. Work continues in 2016.


Ridge ploughing of the dormant No 1 TSF at Beatrix has been done to minimise dust blow-off. Ridge ploughing has been completed at the Cooke TSF and the roadways have been clad with rock to minimise dust liberation during tramming operations. At the Driefontein No 2 and 3 gold plants, tramming over gravel roads and rock-conveyor systems has been reviewed. The frequency of dust suppression on gravel roads has increased and some stockpiles have been decommissioned with trucks tipping directly into bins to minimise dust liberation. Installation of water sprays at the Driefontein No 2 TSF has begun with a view to commissioning in 2016. At Kloof, handling and transportation of tailings material from the dormant TSF beside Masimthembe Shaft has been reviewed. Watering down of gravel roads is more frequent and, during periods of high winds, loading and transportation activities are curtailed. It is envisaged that the WRTRP will provide a long-term solution for some of the TSFs on the West Rand. In the interim, holding patterns will be maintained.

Sibanye’s listed activities affecting ambient air quality, identified by the Department of Environmental Affairs (DEA) through the National Environmental Management: Air Quality Act, 2004 (Act No 39 of 2004) (Air Quality Act), include the metallurgical smelting process, lead processes in the assay laboratories and waste incinerators at sewage works. To manage these processes, isokinetic sampling is used (particles are collected in a stream moving at the same velocity within the sampling device as in the sampled stream). The sample is analysed at a laboratory to determine composition and concentration of emission gases and particulate matter. Results are used in impact assessments.

All of Sibanye’s operations with activities listed in terms of the Air Quality Act have provisional atmospheric emissions licences. In 2015, the operations focused on optimising compliance in terms of these licences, including quarterly stack emissions sampling and engaging with the West Rand District Municipality.

As Sibanye complies with the Air Quality Act, legislated air quality standards in terms of this Act take precedence over South African National Standards (SANS) compliance. In terms of draft regulations on pollution prevention plans and atmospheric emission reporting, as well as a discussion paper on desired emission reduction outcomes, companies like Sibanye emitting more than 100,000t carbon dioxide equivalent (CO2e) per annum may be required to submit five-year pollution prevention plans to the DEA. In addition, these companies may be allocated carbon credits, which have to be managed to achieve desired emission reduction outcomes.

All operations completed setup and initial reporting on the National Atmospheric Emissions Inventory System in 2015. Mandatory reporting begins in 2016.

REDUCING ENERGY CONSUMPTION

Energy-efficiency initiatives have been implemented across the Group, in line with Eskom’s demand-side management programme, to reduce electricity consumption by 2% to 3% annually over five years. Employees are encouraged to conserve energy and more energy service companies are due to be employed in 2016 to increase energy-saving measures. In 2015, Sibanye realised a saving of 15.8MW (2014: 23.7MW).

Sibanye has intensified load shifting to protect the national grid at peak times, to offset the effects of load curtailment when the national grid has been constrained and to manage peak power costs.

The Group measures, monitors and manages its energy and carbon footprints in terms of its integrated energy and carbon-management strategy. It has found that electricity consumption contributes approximately 85% to its total Scope 1 and 2 emissions (carbon footprint). The balance comprises fugitive methane emissions at Beatrix, as well as diesel, petrol, liquid petroleum gas (LPG), oxyacetylene, blasting agents and coal.

The strategy has been integrated with Sibanye’s approach to energy management, given that its carbon footprint is dominated by energy use and, in particular, the use of fossil-fuelled electricity sourced from Eskom. Sibanye continues to design, develop and implement strategies that seek to reduce the energy consumption of operations and, thereby, reduce the carbon footprint of the Group, pursue any potential opportunities and use energy- efficient technologies where this is feasible.


The Beatrix carbon-reduction project, which includes secondary sealing activities underground and the use of methane gas to generate electricity, registered under the Clean Development Mechanism (CDM) of the Kyoto Protocol to the United Nations Framework Convention on Climate Change (UNFCCC) in 2013, accrued 34,591 certified emission reductions (CERs) in 2015 (2014: 30,051). CERs (also known as carbon credits) are emission units issued by the CDM to assist organisations in offsetting their emissions and complying with their targets.

EMISSIONS (tCO2e)

2015 2014 2013

Scope 11 94,175 109,840 120,076

Scope 2 4,271,717 4,404,562 4,559,995

Scope 32 866,745 863,009 633,928

NOx (t) 618 19,901 14,618

SOx (t) 499 632 464

1 Scope 1 emissions exclude fugitive mine methane, which amounted to 649,733tCO2e in 2015.

2 Emissions from 13 of the 15 categories have been included under Scope 3 as follows:

1. Purchased goods and services: emissions associated with the extraction and production of timber, cyanide, hydrochloric acid, lime, cement, caustic soda and purchased water.

2. Capital goods: emissions associated with the production of purchased company-owned vehicles.

3. Fuel- and energy-related emissions not included in Scope 1 or Scope 2: emissions associated with the extraction, production and transportation of diesel, petrol, LPG, coal (industrial), blasting agents (ANFO), oxyacetylene and grid electricity.

4. Upstream transportation and distribution: emissions associated with the transportation and distribution of purchased timber, cyanide, hydrochloric acid, lime, cement and caustic soda between suppliers and Sibanye.

5. Waste generated in operations: emissions associated with the disposal and treatment of Sibanye’s solid waste and wastewater in facilities owned or operated by third parties (such as municipal landfills and wastewater treatment facilities).

6. Business travel: emissions associated with transporting Sibanye’s employees for business-related activities.

7. Employee commuting: emissions associated with the transportation of Sibanye’s employees between their homes and work sites.

8. Upstream leased assets: CO2e emissions associated with leasing helicopters.

9. Downstream transportation and distribution: CO2e emissions associated with transporting Sibanye’s gold from the mines to Rand Refinery.

10. Processing of sold products: CO2e emissions associated with smelting and refining gold.

11. End-of-life treatment of sold products: CO2e emissions associated with smelting gold to repurpose the product.

12. Downstream leased assets: CO2e emissions associated with the leasing of houses to mine workers where emissions are generated from electricity use.

13. Investments: CO2e emissions associated with investment in companies, Living Gold and Rand Refinery. Sibanye has a 50% share in Living Gold and a 33.1% share in Rand Refinery.

14. Scope 3 emissions from the following 2 categories have not been included:

• Franchises: Sibanye does not have any franchises

• Use of sold products: emissions associated with the use of sold gold products are deemed insignificant as only processing and end-of-life treatment of sold products are expected to have significant associated emissions.


ENERGY INTENSITY

2015 2014 2013

Beatrix 0.73 0.69 0.70

Cooke 0.76 0.77 -

Driefontein 1.03 1.09 1.08

Kloof 1.56 1.36 1.36

REHABILITATION

Total land under Sibanye’s management in 2015 and 2014 (including Cooke) was 50,316ha (2013: 36,690ha). The cumulative total of land disturbed by mining and related activities in 2015 and 2014 (including Cooke) was 17,359ha (2013: 7,449ha).

Biodiversity action plans (BAPs) are being developed for all operations. Driefontein’s BAPs have been completed and implemented while a BAP for Kloof is due to be finalised in April 2016. The Kloof BAP includes a detailed land-capability study, which was extended to include the Driefontein freehold area. The Beatrix assessment is due to be completed in 2016.

Based on the outcome of a land-use survey conducted in 2013, indicating that landowners wanted to continue agricultural activities in future, Sibanye embarked on a study to determine the land capability of the Kloof and Driefontein properties in 2014. The study was finalised towards the end of 2015 and this information is being incorporated into the Kloof BAP to be included in the review of the Driefontein BAP in 2016.

As sustainable development and land management are closely related, alien vegetation is removed through LED projects at Kloof and Driefontein. This intervention was rolled out across the Group in 2015.

Potential soil contamination studies were conducted at Kloof and Driefontein, and identified areas with the highest risk of soil contamination. Phase 2 of the study will be conducted in 2016 in order to quantify contaminated soil and management plans will be compiled to address rehabilitation of these areas.

Sibanye’s closure liability is assessed annually by a recognised independent consultant, and it is funded by trust funds and insurance guarantees. Closure liability as at 31 December 2015 was R3,817 million (2014: R3,549 million).

PERMITTING AND COMPLIANCE

The environmental management system is audited on a rotational basis. Each operation has an approved environmental management programme (EMP), which is a formal contract between Sibanye, as the holder of the mining right, and the regulator, the DMR, regarding the impacts that may arise from mining operations, assessment of these impacts from a risk perspective, proposed measures to mitigate the impacts and commitments or undertakings by the licence holder to implement mitigation measures.

The EMPs are reviewed in monthly site inspections, quarterly internal and external audits by independent auditors, and in annual closure liability assessments and site inspections by the DMR. Any shortcomings will be addressed.

In addition to regulatory reporting processes, a legal register, management code of practice and sustainable-development assurance processes, Sibanye’s Internal Audit department monitors legal compliance, as well as external EMP assessments.

• Beatrix: In 2015, the outcomes of site inspections by the DMR were predominantly positive with a high degree of compliance.

• Cooke 1, 2 and 3: Site inspections were also predominantly positive with a high degree of compliance in 2015. An in-house performance assessment on the EMP in August 2015 found overall compliance of 86%. The main issues of concern were waste management (separation and storage) and water management (clean and dirty water separation and storm water infrastructure maintenance). Sibanye’s Group Environmental Management function, working with mine personnel, will drive these initiatives in 2016.

• Burnstone: An external EMP performance assessment conducted in August 2015 found overall compliance of 74%. Hydrocarbon spill management, topsoil stockpile management and stormwater run-off management were major concerns. The project team will work with Group Environmental Management with focus on hydrocarbon spill management in 2016.

• Kloof, Driefontein and Beatrix: In-house EMP performance assessments are due to be conducted in the first quarter of 2016.

Sibanye reports on Level 3 (ongoing but limited impact), Level 4 (medium-term impact) and

Level 5 (long-term impact) environmental incidents.

In 2015, Sibanye reported eight (2014: nine) Level 3 environmental incidents. There were three Level 3 incidents at Cooke Operations, three Level 3 incidents at Kloof and two Level 3 incidents at Driefontein. No Level 4 and 5 incidents were reported during the period under review.

FUTURE FOCUS Sibanye is set to reduce its carbon footprint and improve its carbon intensity ratio through a combination of energy-efficiency and energy-saving projects as well as the introduction of renewable energy into its energy-supply mix.


TRANSFORMATION

APPROACH Sibanye believes that transformation is a critical national imperative for ensuring the growth and sustainability of the business, and the South African economy at large. The Group believes that, by creating an enabling business environment, historically disadvantaged South Africans (HDSAs) will be empowered to participate meaningfully as employees, shareholders, communities and suppliers. This approach resonates with Sibanye’s vision to ‘create superior value for all stakeholders’.

Sibanye’s approach entails:

• inculcating a positive mindset to drive the achievement of Mining Charter objectives

• striving to achieve commitments made in SLPs

• mitigating risks affecting social licences to operate

• embedding sustainability principles in everything the Group does.

To ensure accountability and responsibility, the Vice President: Corporate Affairs is accountable to the Sustaining our Social Licence to Operate Committee (SSLOC), part of the Executive Committee, which in turn reports to the Social and Ethics Committee of the Board on issues pertaining to Sibanye’s social licence to operate and transformation. The Vice President: Corporate Affairs also chairs the SLP Working Group (comprising information owners for all Mining Charter/SLP elements). The SLP Working Group mainly drives transformation within the operations and ensures alignment with the business plan and affordability. To ensure that transformation is embedded in the business, each operation has quarterly SLP forums, chaired by the mine’s Vice President and attended by members of organised labour. Progress made with each element of the Mining Charter and SLP is reviewed and discussed. Feedback on progress is also presented to the Group Leadership Forum – a high-level engagement platform between organised labour and management, including members of the Executive Committee.

Towards the end of 2014, the DMR engaged with the Chamber of Mines through the Mining Industry Growth and Development Task Team (MIGDETT) regarding the regulator’s intentions to conduct Mining Charter assessments. The scope of the assessments would be broadened to cover all mining rights holders in the country and would include the 2013 Mining Charter reports. To assist the process, a web-based system was developed to allow for companies to make online submissions, particularly given the broad scope of the assessments: 2012, 2013 and 2014 for companies that could submit them. All Sibanye operations participated in the Mining Charter assessments and achieved an ‘excellent performance’ rating in 2014. The 2015 Mining Charter report will be submitted to the DMR at the end of March 2016 when it is due.

While the current Mining Charter was intended to be in effect from 2009 to 2014, its remit has been extended to 2016 while the next phase is developed.

SIBANYE’S TRANSFORMATION GUIDE Sibanye’s Transformation Guide mirrors Mining Charter and SLP elements, and each element is further divided into:

• Strategic intent: the strategic framework of each element is outlined

• Key targets: minimum compliance requirements in terms of SLPs are highlighted

• Risks/Issues: shortcomings and risks are flagged to overcome barriers in achieving implementation, targets and mining licence

• Mitigation: steps are identified to mitigate risks identified above

• Deliverables: key areas are listed to uphold a legally defensible position, including objectives, measures, timelines and accountability structures, with indicators selected for relevance and applicability to each SLP/Mining Charter element

• Stakeholders: key stakeholders are identified for engagement

• Inputs for reports: regular reporting required by each information owner is noted

PERFORMANCE

OWNERSHIP

In 2010, a broad-based employee share plan, the Thusano Trust, was implemented in terms of which Gold Fields’ employees acquired 10,717,207 Gold Fields shares. The share plan was implemented in line with a collective agreement between the NUM, UASA, Solidarity and Sibanye (previously GFI Mining South Africa Proprietary Limited). The shares were allocated to employees in Paterson employment bands A, B and C, according to their years of service. The Thusano Trust was registered as the vehicle to administer the share plan. In terms of the trust deed, the allocated shares are to be held in trust for a period of 15 years on behalf of employees. During this restrictive period, employees may not dispose of or otherwise encumber the shares. Discounting the fact that the employees cannot dispose of shares for a period of 15 years, employees acquired full rights of ownership in the shares, which entitles them to voting rights and dividends paid in relation to the shares. With the unbundling of Gold Fields, employees were allocated an equal number of Sibanye and Gold Fields shares.

By the end of 2015, 26,444 (2014: 27,959) employees were participants in the ESOP scheme.


EMPLOYMENT EQUITY – LOCALISATION AND DEMOGRAPHICS

As far as possible, Sibanye seeks to employ local people (from local communities within 50km of the operations). At the end of 2015, 33% (2014: 31%) of Sibanye’s employees could be defined as local.

A large percentage of employees with core skills, experience and many years of loyal service are also drawn from labour-sending areas in rural provinces of South Africa and neighbouring countries within the Southern African Development Community (SADC). At the end of 2015, migrant employees made up around 67% (2014: 68%) of Sibanye’s employee base with 28% (2014: 29%) drawn from other SADC countries. While Sibanye recognises the imperative of local recruitment, it also notes the adverse impact the shift to employing locals is likely to have on the labour-sending areas where mine remittances are often the sole source of income for communities and regional economies.

Nonetheless, Sibanye recognises the broader negative social issues arising from the migrant-labour system and is attempting to address these through various measures, including alternative working arrangements and the provision of acceptable accommodation. Different shift cycles and longer shifts should result in more time off for employees, potentially allowing them to travel home more often, as well as creating more employment opportunities and enhancing productivity on mature mines, although it is difficult to estimate the impact of these arrangements at this stage.

Sibanye has established a task team to develop a strategy to increase the number of women in mining and to address some of the hurdles inherent in this practice, including ensuring the personal safety and successful integration of women into established male working teams. These issues are also monitored by women in mining forums made up of female employees at each operation. These forums deal specifically with gender-related challenges and their aim is to ensure that there is complete integration of women in all working places and at management levels.

Key focus areas include gender-neutral policies and procedures, wellbeing of women (including safety and security in the workplace), creating working environments conducive to the employment, placement and development of women.

In order to increase the number of women employed in core and critical skills, changes have been made to Sibanye’s recruitment strategy. This has resulted in an increase of 2% during the year. Several leadership development sessions, co-ordinated by Sibanye Gold Academy, were held for women in 2015.

Sibanye remains committed to creating and maintaining a diverse and representative workforce. In 2015, Sibanye continued to make progress towards reaching the required HDSA representation at senior, middle and junior management levels, acknowledges that more needs to be done by the Group, and it will continue to focus efforts on ensuring that there is an integrated talent-management framework that will primarily focus on education, training and development of HDSA employees as well as the external appointment of high-quality HDSA employees into key management positions.

HOUSING AND LIVING CONDITIONS

Of Sibanye’s 39,725 permanent employees (2014: 39,232), 32% (2014: 33%) lived in high-density residences, 20% (2014: 17%) lived in other Group accommodation, including family units built by the Group, and 48% (2014: 57%) opted to receive a living-out allowance in 2015.

The high density-residence upgrade programme has been completed at the Beatrix, Driefontein and Kloof operations, representing a total investment of R425.2 million over eight years. In line with the Mining Charter requirements, this resulted in a reduction in occupancy rate to one person per room (between six and 10 people per room at the outset of the project). Sibanye acquired the Cooke Operations in 2015 and has since spent R4.4 million upgrading Block 1 at Cooke 3. Since the occupancy rate at Cooke Operations is currently less than one person per room, the upgrades are intended to bring about qualitative improvements to living conditions and align with Sibanye’s standards.

Sibanye supports the Mining Charter’s aim to accommodate as many families as possible by building new family units in viable, integrated communities, given that high-density residences are not suitable for families. Of the final 50 houses planned as part of


the Driefontein SLP, 34 were completed in 2015 in Blybank near the Driefontein Operation. Construction of the last 16 houses hinges on finalisation of a land-swap arrangement with the Merafong City Local Municipality.

Sibanye is also actively pursuing an employee home-ownership scheme, which will enable employees to own the houses. This programme comprises the sale of current mine-owned houses at a discount, based on years of service to the Group and the sale of new affordable houses subsidised by the Group. In 2015, to kick-start the home-ownership programme, a two-pronged approach was used for occupied and vacant mine-owned houses:

• Sibanye-owned Paterson D and E band houses were first offered to occupants with no obligation to buy and

• vacant houses in the D and E bands were first offered to Sibanye employees via a tender process, and then to the open market.

Through this process, 92 Paterson D and E band houses were sold while a further 44 houses were being processed at the end of December 2015 out of the possible 265 Paterson D and E band houses owned by Sibanye in the West Wits area. This excludes houses sold to employees on Paterson C Band and those sold to Gold Fields’ South Deep employees. The sale of houses continues, supported by an ongoing marketing drive. With respect to the sale of new houses, no specific targets have been set as uptake is driven by demand. Progress in the sale of new houses was preceded by extensive stakeholder engagement between management and organised labour about designs and layout of prototype showhouses. Subsequently, prototypes of two- and three-bedroomed showhouses were built in Glenharvie, near Kloof, and Virginia in the Free State. As a result of employee-driven demand, 32 houses were built for sale in Glenharvie and more will be built based on demand. The sale of these new houses continues.

The aim of the affordable home-ownership programme is to provide affordable and sustainable homes to Sibanye’s lower-level employees. Primarily, this programme focuses on in-house project management and construction to keep costs low and local people are employed where possible. Sibanye aims to build houses that can be funded from living-out allowances with minimal subsidisation by the Group.

PROCUREMENT

Sibanye has performed well in meeting the procurement targets set out in the Mining Charter, except for capital goods procured by Cooke 1, 2 and 3 due to the operations ceasing all capital expenditure in the second quarter of 2015.

In support of local entrepreneurs, an online registration system has been developed and implemented for all prospective suppliers. The team also assisted local communities by being visible to local vendors at various workshops organised by the DMR and/or the local/district municipalities. Establishment of community access centres, in conjunction with the Small Enterprise Development Agency, has provided a platform to improve communication with potential local vendors.

Sibanye’s total procurement spend with BEE entities was R4.70 billion (2014: R4.68 billion) in 2015.

BEE PROCUREMENT IN 2015 (%)

Capital goods Target: 40%

Consumable goods

Target: 50% Services

Target: 70% Multinational

companies Beatrix 59 74 74 No imports Cooke 4 52 64 82 No imports Cooke 1,2 and 3 33 60 70 No imports Driefontein 52 74 78 No imports Kloof 66 80 78 No imports

ENTERPRISE DEVELOPMENT

In respect of transformation, Sibanye achieved the following in the past year:

• establishment of an electronic portal that has provided SMMEs with a link to register as vendors, including Burnstone operations

• more SMMEs participated in the tender processes in 2015 – for instance, SMMEs built showhouses at Glenharvie and Virginia, and have been awarded tenders to upgrade facilities used by Protection Services

FUTURE FOCUS The procurement strategy is being revised in order to integrate an approach that will culminate in a progression plan that supports compliance objectives with specific intent to increase the proportion of procurement spend on HDSA enterprises. To date, the development of business acumen among BBBEE service providers, which will impact the mining operations of Beatrix in the form of joint ventures (JVs) or business alignment, has been identified. The following opportunities and options are being investigated:

• creation of JVs and/or business alignment with current suppliers through contract apportionment: successful SMMEs will be given an opportunity to enter into a JV or business alignment with larger suppliers through allocation of part of a contract with built-in exit strategies

• greater focus on including local HDSA SMMEs in the formal tender process: this will apply to all HDSA suppliers but will focus on activities that do not pose a risk to the mining process. This implies that HDSA companies offering goods and services required by Sibanye will be included in tenders to increase competition and expose these companies to the tender processes while providing them with opportunities to compete actively


• local community access centres currently assist local SMMEs to register their service offerings with Sibanye along with other entities within the local communities but a FS of this concept will be performed to ensure that local businesses manage the facilities sustainably


GROW SECURE ALTERNATIVE ENERGY SOURCES

APPROACH Shortly after listing in 2013, Sibanye indicated its intention to explore alternative sources of long-term electricity supply in response to this material risk. Sibanye intends to reduce its dependency on Eskom over the next few years as this will make a material difference to production costs.

Photovoltaic generation from sites adjacent to Sibanye’s mining operations represents a partial solution to securing alternative electricity supply. This technology can be implemented over a relatively short time while baseload solutions will be required to complement photovoltaic power for a more comprehensive approach.

PERFORMANCE

INDEPENDENT COAL-BASED ENERGY SUPPLY

Sibanye has completed several studies of other energy sources it considers reliable and over which we will be able to exercise some control. An in-depth investigation into coal-fired power stations, varying in size from 200MW to 600MW, was completed in 2014. A critical aspect of the study was the need to ensure reliable, quality coal sources. Sibanye is also engaging with technology partners to develop a deeper insight into independent power generation.

Sibanye has been exploring various alternative sources of long-term stable energy supply in response to the inconsistent and increasingly expensive power supplied by Eskom. To this end, projects have been identified as possible platforms to facilitate the Group’s electricity-supply objectives and development of a viable IPP platform. Ultimately, security of supply and enhanced cost control would continue to support Sibanye’s bottom line and hence the Group’s ability to pay industry-leading dividends.

SOLAR ENERGY PROJECT

A PFS completed in 2014 confirmed that solar power would be an economically competitive solution, and could ameliorate the effects of interruptions in Eskom supply on operations. The photovoltaic project is in development phase with focus currently on acquiring the required environmental permitting for the entire project, including the selected site, adjacent to the Driefontein and Kloof operations, engineering design and establishing the most appropriate business arrangements to optimise commercial benefits. The 150MW photovoltaic project remains on track to begin generating electricity towards the end of 2017.

FUTURE FOCUS While coal-fired power generation is regarded as the most likely alternative, the feasibility of a range of other baseload-supply options, including renewable electricity sources, are being evaluated.


MODERNISATION AND TECHNOLOGICAL INNOVATION

APPROACH Sibanye recognises that radical transformation is necessary in the mining industry in order for mechanisation and modernisation to succeed. There is a need for generally higher levels of skill and a new way of thinking – the mining industry needs to have learning as the norm and to focus on improved rates of productivity. Sibanye is committed to seeking and achieving technological breakthroughs in mining processes, and believes there is the will and the ability to solve any technical issues, particularly when developing methods to bring about modernisation in deeper mines.

To achieve this, Sibanye participates fully in R&D in pursuit of technological innovations that could safely unlock the Mineral Resource and Mineral Reserve potential of its operations in high-grade remnants and pillars, current mining horizons and at depths in excess of current operations. Sibanye considers the development of technology as a fundamental strategy and has identified Safe Technology as a strategic imperative.

PERFORMANCE

A dedicated Safe Technology function was established within Sibanye in July 2014 with the responsibility to explore ways in which to modernise the operations by using new technologies to improve working conditions and to make the working environment safer for employees while, at the same time, improving productivity and reducing costs. An interim strategy was developed, which considered ways in which new technology can have an impact on LoM projections, ore-body complexity, productivity profiles and cost pressures, as well as the growing portfolio of capital-expansion projects in order to improve productivity.

The three main strategy pillars are:

• legacy mining pillar: reclamation of gold lost or left behind during mining operations in the form of fines, ultra-fines, crush and stability pillars

• current mining process improvement: reducing employees’ exposure to danger areas while increasing output and decreasing costs

• future-state mining methods: facilitating a 24-hour mining cycle, maximising utilisation of assets, and facilitating the conversion of resource to reserve of deeper level and secondary ore bodies.

In early 2015, the interim strategy was reviewed, deemed appropriate and remains the cornerstone of the department. The strategy has steered the Safe Technology focus towards areas that could accomplish short- and long-term improvements in safety and efficiency in current mining operations and productivity – commensurate with innovation in new product development and gold-extraction methods.

Throughout 2015, the focus of the Safe Technology portfolio was to further refine its strategy, and progress our immediate operational needs, namely:

• research into industry-leading practices and strategies

• obtaining insight from institutions such as universities or research organisations on potential progressive technological advancements

• regular counsel by original equipment manufacturers (OEMs) and selected industry technology experts

• engage with government through the Chamber of Mines Innovation team in order to leverage funding mechanisms in support of mining modernisation and innovation

• initiate micro and macro projects in line with the strategy.

The Safe Technology team capitalises on Sibanye’s internal wealth of knowledge and experience in investigating, developing and driving innovation, and has established symbiotic relationships with counterparts in the industry, innovative developers and OEMs to ensure that safety technology adds value.

MACRO AND MICRO PROJECTS Safe Technology’s endeavours are further categorised into macro or micro projects. Micro projects are generally in alignment with Safe Technology’s current mining process-improvement strategy, initiated either by the Safe Technology department or put forward by the operations. These include smaller safety-enhancing and production-optimisation projects such as:

• roof-bolting optimisation and standardisation

• localised hydropower mining

• winch signalling

• automated cleaning methods

• continuous dust monitoring and suppression

• structural inspection and maintenance management system (SIMMS) optimisation

• diesel particulate matter reduction and control

• personnel locating systems.


Macro projects are aligned with Safe Technology’s old-gold recovery and future-state mining methods, and are initiated and driven by the Safe Technology department with operational assistance from selected mining units. All macro projects represent a significant departure from conventional mining methods, and aim to incorporate industry and often world-leading technologies.

In line with the future-state mining method, a paradigm shift in hard-rock mining is required for Sibanye to remain competitive locally and globally. Sibanye has, therefore, embarked on a stope-mechanisation programme to enable it to reduce costs and pay limits with non-explosive, continuous production. Work includes facilitating the conceptualisation and design of two primary mining platforms, the MT100 and MT1000, and the commissioning of prototypes for delivery in the first quarter of 2016.

The MT100 is a multi-track machine, with four adjustable flippers, capable of carrying payloads of up to 200kg. The unit is supplied with two separate attachments. The dozing attachment will be used to perform cleaning operations, previously facilitated by scraper winches. The sweeping attachment consists of a rotary brush and will be used to perform ultra-fine sweeping in-stope.

The MT1000 is a multi-track with four adjustable directional flippers, capable of carrying payloads of up to 1,000kg. The unit will also be supplied with two separate attachments. The Multi-Drill attachment is designed with four hydropower drills and will facilitate rapid face drilling (90 minutes per 30m panel). The Drill-and-Break attachment consists of a hydropower drill, coupled and indexed with a high-powered rock breaker, which will facilitate a non-explosive mining method, enabling a 24/7 mining cycle.

Although referred to as prototypes, much time has been spent on industrialising the design, taking into account the supply of material and manufacturing processes required to produce these machines so as to greatly reduce production time should the trials be deemed successful.

Another example of a ground-breaking development is Sibanye’s hybrid locomotive. Based on the original Sibanye locomotive, the unit will continue to use highly efficient asynchronous permanent magnet motors, with an increased voltage, enabling the use of smaller, less costly and more readily available motors that are capable of regenerating approximately 30% of the energy expended in a tramming cycle. Energy storage will be facilitated by lithium-ferrite phosphate (LiFePO4) batteries, which present reduced weight and substantially increased life when compared to the current lead-acid equivalent. A generator set will charge the batteries when required and thus alleviate the need for up to three lead-acid batteries per locomotive, presenting a substantial reduction in capital.

The locomotive is designed to be a direct replacement for conventional diesel locomotives without having to construct capital-intensive battery bays and associated infrastructure. The first hybrid locomotive will also be delivered in the first quarter of 2016.

Concurrently, Sibanye has continued to collaborate with its peers in the mining industry regarding technology development through inter-company, regulatory, administrative and institutional relationships as well as partnerships.

Other macro projects include:

• mechanised wide-raise development in production trials at Kloof’s Ikamva Shaft

• mechanised and rapid infrastructure development using tunnel boring machines (TBMs) currently in the latter stages of establishment with operation expected by the end of Q2 2016

• production trials of strike-and-dip pillar reef-boring with positive initial results.

FUTURE FOCUS In 2016, the focus will be on consolidating and refining successful projects so as to commercialise concepts for roll-out to the operations, and to deploy 2015’s prototype developments for assessment and conclusion. Having already industrialised the design of MT100, MT1000 and the Sibanye hybrid locomotive, the next step is to qualify the technology, through a comprehensive testing process, for roll-out on a larger scale.

Furthermore, Sibanye will continue to design, develop and implement new innovative strategies and technologies in an attempt to reduce energy consumption at the operations through the use of energy-efficient technologies and, where feasible, reduce carbon footprint. These strategies include the use of renewable energy, such as solar power, methane gas and climate change-mitigation initiatives. Sibanye will also continue to concentrate efforts in the area of water-technology innovation to reduce consumption and environmental impact through increased recycling.


ACQUISITIONS AND FUNDING MODEL

APPROACH While the high-quality gold operations underpin Sibanye’s ability to deliver a sustainable dividend to shareholders and gold production will always be an important component of the asset portfolio, delivery on the dividend strategy is not necessarily restricted to the gold sector. Sibanye is confident that its operating model and structures can be applied to unlock value in other sectors in the same way it has created value at Sibanye.

In this regard, in February 2014, Sibanye announced interest in participating in any potential restructuring in the South African platinum industry should there be opportunities for value creation in terms of earnings and cash flow on a per-share basis in the near to medium term.

The technical similarities between the tabular intermediate to deep, hard-rock mining in South African gold and platinum mines makes the platinum sector a natural extension for application of Sibanye’s core mining competences. Sibanye’s operating model, which has delivered an operational turnaround at its mature deep-level gold mining operations, can be applied to deliver similar value from platinum-mining operations.

Funding of acquisitions may be achieved through gearing, equity raising and internal cash generation.

PERFORMANCE

RUSTENBURG MINING AND CONCENTRATING OPERATIONS

On 9 September 2015, the proposed acquisition of Anglo American Platinum’s Rustenburg mining and concentrating operations was announced. In terms of the acquisition, Sibanye will acquire the Bathopele, Siphumelele (including Khomanani) and Thembelani (including Khuseleka) mining operations, two concentrating plants, an on-site chrome recovery plant, the Western Limb Tailings Retreatment Plant, associated surface infrastructure, and related assets and liabilities on a going-concern basis, including normalised levels of working capital.

Consistent with Sibanye’s transformation objectives, a consortium of broad-based BBBEE stakeholders will be included in the transaction, which will result in Sibanye owning 74% of the Rustenburg Operations and the BBBEE stakeholders owning 26%.

The transaction represents a meaningful entry for Sibanye into the PGMs sector and secures annual production of PGMs (4E) of more than 800,000oz and a large high-quality resource of over 88Moz of PGMs (4E), which affords the potential for substantial LoM extensions and/or growth. The transaction is consistent with Sibanye’s strategy to grow its business to enhance and sustain its position in paying an industry-leading dividend.

AQUARIUS

On 6 October 2015, Sibanye announced a cash offer for the entire issued share capital of Aquarius. The transaction has a strong strategic and financial rationale for Sibanye, both on a stand-alone basis and particularly when considered in conjunction with the proposed acquisition of the Rustenburg Operations.

Aquarius owns stakes in the Kroondal mine and the Platinum Mile retreatment facilities near Rustenburg in South Africa and, in a joint venture with Impala Platinum Holdings Limited, the Mimosa mine in Zimbabwe. The Aquarius operations are efficiently managed, mechanised and low-cost and would consolidate Sibanye’s position in the South African PGM sector. There is potential to realise significant additional value by optimising inherent regional and operational synergies between Aquarius’ Kroondal mine and the adjacent Rustenburg Operations. The transaction provides an entry point into Zimbabwe, which hosts the second largest platinum reserves in the world.

Aquarius is a significant primary producer of PGMs with attributable production of 349,426oz of PGMs (including 193,422oz of platinum) for its financial year ended 30 June 2015.

Through these transactions, Sibanye expects it will become a leading global multi-commodity company predominantly active in the precious metals industry. Sibanye expects it will be the eighth largest gold producer globally, the largest gold producer from South Africa and the fourth largest global PGM producer.

FUTURE FOCUS In 2016, the priority will be to conclude the transactions announced in 2015 but Sibanye will continue to assess opportunities to develop the business in a manner that enhances value for stakeholders and supports the dividend strategy. The near-term focus will include consolidation and growth in the sectors in which Sibanye is currently operating or expanding into as well as value-accretive growth into other commodity sectors.

Sibanye is in an excellent position to maintain the performance at existing operations and grow the Group through smart, value-accretive acquisitions.

Sibanye Gold Annual Financial Report 2015 73

ANNUAL FINANCIAL REPORT ABOUT SIBANYE’S REPORTS THE 2015 SUITE OF REPORTS

COVERS THE FINANCIAL YEAR

from 1 January 2015 to 31 December 2015.

Sibanye Gold Limited (Sibanye or the Group) is listed on the Main Board of the JSE Limited (JSE) (ordinary shares) and on the New York Stock Exchange (NYSE) American Depositary Receipts (ADRs). Sibanye reports in compliance with the JSE Listing Requirements, the International Financial Reporting Standards (IFRS) (issued by the International Accounting Standards Board (IASB)), the South African Institute of Chartered Accountants (SAICA) Financial Reporting Guides (issued by the Financial Reporting Standards Council), the South African Companies Act, 2008 (Act No 71 of 2008) (the Companies Act) and the Code of and Report on Governance Principles for South Africa (King III). Sibanye’s Mineral Resources and Mineral Reserves are reported in terms of the South African Code for Reporting of Exploration Results, Mineral Resources and Mineral Reserves (SAMREC).


CONTENTS

ABOUT SIBANYE’S REPORTS

OVERVIEW

73

75

Five year financial performance 76

Management’s discussion and analysis of the financial statements 78

ACCOUNTABILITY

ANNUAL FINANCIAL STATEMENTS

96

126 Consolidated income statement 127

Consolidated statement of financial position 128

Consolidated statement of changes in equity 129

Consolidated statement of cash flows 130

Statement of responsibility by the board of directors 97

Notes to the consolidated financial statements 131

Company secretary's confirmation 97

Board of directors and management 98

ADMINISTRATIVE DETAILS

Corporate governance report 103

179

Report of the audit committee 109

Shareholder ownership 180

Directors’ report 111

Administration and corporate information 182

Share capital statement 116

Report of independent registered public accounting firm 117

Remuneration report 118


OVERVIEW CONTENTS

75

Five year financial performance

76

Management’s discussion and analysis of the financial statements 78

FIVE YEAR FINANCIAL PERFORMANCE


2015 2014 2013 2012 2011

GROUP OPERATING STATISTICS Gold produced kg 47,775 49,432 44,474 38,059 45,005 ’000oz 1,536 1,589 1,430 1,224 1,447 Ore milled 000t 19,861 18,235 13,624 12,185 14,648 Gold price R/kg 475,508 440,615 434,663 434,943 369,139 US$/oz 1,160 1,267 1,408 1,652 1,590Operating cost R/t 825 785 879 888 673Operating profit Rm 6,337 7,469 7,358 5,730 6,752Operating margin % 28 34 38 35 41Total cash cost1 R/kg 347,613 295,246 273,281 285,851 220,224 US$/oz 848 849 885 1,086 949All-in sustaining cost2 R/kg 422,472 372,492 354,376 382,687 296,531 US$/oz 1,031 1,071 1,148 1,453 1,277All-in cost2 R/kg 430,746 375,854 354,376 382,687 296,531 US$/oz 1,051 1,080 1,148 1,453 1,277All-in cost margin3 % 9 15 18 12 20GROUP FINANCIAL STATISTICS4 INCOME STATEMENT Revenue Rm 22,717 21,781 19,331 16,554 16,613Net operating profit Rm 2,700 4,215 4,254 3,367 4,559 Profit for the year Rm 538 1,507 1,698 2,980 2,563Profit for the year attributable to owners of Sibanye Rm 717 1,552 1,692 2,980 2,564Basic earnings per share cents 79 186 260 297,960,000 256,410,000Diluted earnings per share cents 78 182 255 297,960,000 256,410,000Headline earnings per share cents 74 170 355 297,790,000 256,130,000Dividend per share cents 72 125 37 73,130,000 242,330,000Weighted average number of shares ’000 912,038 835,936 650,621 1 1Diluted weighted average number of shares ’000 917,709 854,727 664,288 1 1Number of shares in issue at end of period ’000 916,140 898,840 735,079 1 1STATEMENT OF FINANCIAL POSITION Property, plant and equipment Rm 22,132 22,704 15,151 16,376 15,359Cash and cash equivalents Rm 717 563 1,492 292 363Total assets Rm 28,266 27,922 19,995 19,698 18,492Net assets/(liabilities) Rm 14,985 14,986 9,423 (9,673) (11,976)Stated share capital Rm 21,735 21,735 17,246 – –Borrowings5 Rm 3,804 3,170 1,991 4,220 –Total liabilities Rm 13,281 12,936 10,572 29,371 30,468STATEMENT OF CASH FLOWS Cash from operating activities Rm 3,515 4,053 6,360 2,621 3,861Cash used in investing activities Rm (3,340) (4,309) (3,072) (3,126) (3,005)Cash (used in)/flows from financing activities Rm (21) (673) (2,088) 434 (1,529)Net increase/(decrease) in cash and cash equivalents Rm 155 (930) 1,201 (71) (673)OTHER FINANCIAL DATA EBITDA6 Rm 6,337 7,469 7,358 5,730 6,752Net debt (cash)7 Rm 1,362 1,506 499 3,928 (363)Net debt to EBITDA8 ratio 0.21 0.20 0.07 0.69 (0.05)Net asset value per share R 16.36 16.67 12.80 (9,672,700.00) (11,975,600.00)Average exchange rate9 R/US$ 12.75 10.82 9.60 8.19 7.22Closing exchange rate10 R/US$ 15.54 11.56 10.34 8.57 8.13SHARE DATA Ordinary share price – high R 32.26 29.52 16.30 n/a11 n/a11

Ordinary share price – low R 13.66 12.34 6.73 n/a11 n/a11

Ordinary share price at year end R 22.85 22.55 12.30 n/a11 n/a11

Average daily volume of shares traded 3,024,491 2,868,842 4,754,958 n/a11 n/a11

Market capitalisation at year end Rbn 20.9 20.3 9.04 n/a11 n/a11

1 Sibanye presents the financial measures “total cash cost”, “total cash cost per kilogram” and “total cash cost per ounce” which have been determined using industry standards promulgated by the Gold Institute and are not IFRS measures. The Gold Institute was a non-profit international industry association of miners, refiners, bullion suppliers and manufacturers of gold products that ceased operation in 2002, which developed a uniform format for reporting production costs on a per ounce basis. The Gold Institute has now been incorporated into the National Mining Association. The guidance was first adopted in 1996 and revised in November 1999. An investor should not consider these items in isolation or as alternatives to cost of sales, net operating profit, profit before tax, profit for the year, cash from operating activities or any other

FIVE YEAR FINANCIAL PERFORMANCE continued


measure of financial performance presented in accordance with IFRS. While the Gold Institute provided definitions for the calculation of total cash costs, the calculation of total cash cost per kilogram and the calculation of total cash cost per ounce, these may vary significantly among gold mining companies, and by themselves do not necessarily provide a basis for comparison with other gold mining companies. Total cash costs is defined as cost of sales as recorded in profit or loss, less amortisation and depreciation and off-site (i.e. central) general and administrative expenses (including head office costs) plus royalties and production taxes. Total cash cost per kilogram is defined as the average cost of producing a kilogram of gold, calculated by dividing the total cash costs in a period by the total gold sold over the same period. Management considers total cash cost and total cash cost per kilogram to be a measure of the on-going costs of production. For a reconciliation of operating costs to total cash cost, see Annual Financial Report–Overview–Management’s discussion and analysis of the financial statements–2015 financial performance compared with 2014 and 2013–Cost of sales–Operating costs – Cost of sales less amortisation and depreciation.

2 Sibanye presents the financial measures “All-in sustaining cost”, “All-in cost”, “All-in sustaining cost per kilogram”, “All-in sustaining cost per ounce”, “All-in cost per kilogram” and “All-in cost per ounce”, which were introduced during the year ended 31 December 2013 by the World Gold Council (the Council). Despite not being a current member of the Council, Sibanye adopted the principles prescribed by the Council. The Council is a non-profit association of the world’s leading gold mining companies established in 1987 to promote the use of gold from industry, consumers and investors and is not a regulatory organisation. The Council has worked with its member companies to develop a metric that expands on IFRS measures such as cost of goods sold and currently accepted non-IFRS measures to provide relevant information to investors, governments, local communities and other stakeholders in understanding the economics of gold mining operations related to expenditures, operating performance and the ability to generate cash flow from operations. This is especially true with reference to capital expenditure associated with developing and maintaining gold mines, which has increased significantly in recent years and is reflected in this metric.

All-in sustaining cost, All-in cost, All-in sustaining cost per kilogram, All-in sustaining cost per ounce, All-in cost per kilogram and All-in cost per ounce metrics are intended to provide additional information only, do not have any standardised meaning prescribed by IFRS and should not be considered in isolation or as alternatives to cost of sales, profit before tax, profit for the year, cash from operating activities or any other measure of financial performance presented in accordance with IFRS. All-in sustaining cost, All-in cost, All-in sustaining cost per kilogram, All-in sustaining cost per ounce, All-in cost per kilogram and All-in cost per ounce as presented in this document may not be comparable to other similarly titled measures of performance of other companies. Other companies may calculate these measures differently as a result of differences in the underlying accounting principles, policies applied and accounting frameworks such as in US GAAP. Differences may also arise related to definitional differences of sustaining versus development capital activities based upon each company’s internal policies.

Total All-in cost excludes income tax, costs associated with merger and acquisition activities, working capital, impairments, financing costs, one-time severance charges and items needed to normalise earnings.

All-in cost is made up of All-in sustaining cost, being the cost to sustain current operations, given as a sub-total in the All-in cost calculation, together with corporate and major capital expenditure growth.

For a reconciliation of operating costs to All-in cost, see Annual Financial Report–Overview–Management’s discussion and analysis of the financial statements–2015 financial performance compared with 2014 and 2013–Cost of sales–All-in cost.

3 All-in cost margin is defined as revenue minus All-in cost divided by revenue.

4 The selected historical consolidated financial data set out above have been derived from Sibanye’s consolidated financial statements for those periods and as of those dates which have been prepared in accordance with IFRS.

5 Borrowings of R1,995 million that have recourse to Sibanye excludes the Burnstone Debt. Borrowings also exclude related-party loans. 6 Earnings before interest, taxes, depreciation and amortisation (EBITDA) is defined as net operating profit before depreciation and amortisation.

EBITDA may not be comparable to similarly titled measures of other companies. Management believes that EBITDA is used by investors and analysts to evaluate companies in the mining industry. EBITDA is not a measure of performance under IFRS and should be considered in addition to, and not as a substitute for, other measures of financial performance and liquidity reported in accordance with IFRS.

7 Net debt represents borrowings and bank overdraft less cash and cash equivalents. Borrowings are only those borrowings that have recourse to Sibanye and therefore exclude the Burnstone Debt. Borrowings also exclude related-party loans. Net debt excludes Burnstone cash and cash equivalents.

8 Net debt to EBITDA ratio is defined as net debt as at the end of a reporting period divided by EBITDA of the last 12 months ending on the same reporting date.

9 The average exchange rate during the relevant period as reported by I-Net Bridge. The average exchange rate for the period through 14 March 2016 was R15.39/US$. The following table sets forth the high and low exchange rates for each month during the previous six months.

Month ended High Low

30 September 2015 14.05 13.27

31 October 2015 13.92 13.04

30 November 2015 14.43 13.76

31 December 2015 15.88 14.35

31 January 2016 16.85 15.52

29 February 2016 16.33 15.18

Through 14 March 2016 15.59 15.21

10 The closing exchange rate at period end. The closing exchange on 14 March 2015, as reported by I-Net Bridge, was R15.52/US$. Fluctuations in the exchange rate between the rand and the US dollar will affect the US dollar equivalent of the price of the ordinary shares on the JSE, which may affect the market price of the ADRs on the NYSE. These fluctuations will also affect the US dollar amounts received by owners of ADRs on the conversion of any dividends paid in rand on the ordinary shares.

11 Sibanye was previously a wholly owned subsidiary of Gold Fields Limited (Gold Fields). The Company separated from Gold Fields in February 2013 to become an independent and publicly traded company.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE FINANCIAL STATEMENTS


The following discussion and analysis should be read together with Sibanye’s consolidated financial statements including the notes, which appear elsewhere in this annual financial report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. See Annual Financial Report–About Sibanye’s reports–Forward-looking statements for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in this annual financial report.

INTRODUCTION Sibanye is an independent, South African domiciled and focused mining group, which currently owns and operates high-quality gold and uranium operations and projects throughout the Witwatersrand Basin. The Group currently owns and operates four underground and surface gold operations, Driefontein, Kloof and Cooke in the West Witwatersrand region and Beatrix in the southern Free State province. In addition to its mining activities, the Group owns and manages significant extraction and processing facilities at its operations, where gold-bearing ore is treated and processed to produce gold doré.

Sibanye is the largest producer of gold in South Africa and one of the 10 largest globally, based on annual production in 2015.

In line with Sibanye’s strategy to create value for stakeholders and enhance or sustain its dividend, it entered into two separate transactions to acquire the platinum assets of Anglo American Platinum Limited’s Rustenburg Operations and Aquarius Platinum Limited (Aquarius) in 2015. These transactions are expected to be finalised during the course of 2016.

In 2015, Sibanye produced 47,775kg (1.54Moz) (2014: 49,432kg (1.59Moz) and 2013: 44,474kg (1.43Moz)) of gold at an average All-in cost of R430,746/kg (US$1,051/oz) (2014: R375,854/kg (US$1,080/oz) and 2013: R354,376/kg (US$1,148/oz)) and invested R3,345 million (2014: R3,251 million and 2013: R2,902 million) in capital.

In 2015, Sibanye had an operating margin of 28% (2014: 34% and 2013: 38%) and an All-in cost margin of 9% (2014: 15% and 2013: 18%). During the year, Sibanye generated free cash flow of R829 million (2014: R1,807 million and 2013: R3,731 million) and recognised profit of R538 million (2014: R1,507 million and 2013: R1,698 million), of which R717 million (2014: R1,552 million and 2013: R1,692 million) is attributable to the owners of Sibanye.

At 31 December 2015, Sibanye had gold mineral reserves of 31.0Moz (2014: 28.4Moz and 2013: 19.7Moz) and uranium mineral reserves of 113.8Mlb (2014: 102.5Mlb and 2013: 43.2Mlb).

The following financial review provides stakeholders with greater insight into the financial performance and position of the Group during the periods indicated. Sibanye’s primary financial focuses are to reduce costs, increase cash generation and to reward shareholders with sustainable dividends.

FACTORS AFFECTING SIBANYE’S PERFORMANCE

GOLD PRICE

Sibanye’s revenues are primarily derived from the sale of the gold that it produces. Sibanye does not generally enter into forward sales, commodity derivatives or other hedging arrangements in order to establish a price in advance of the sale of its gold production. As a result it is normally fully exposed to changes in the gold price. Gold hedging could however be considered under one or more of the following circumstances: to protect cash flows at times of significant capital expenditures; financing projects; or to safeguard the viability of higher cost operations, see note 33: Risk management activities to the consolidated financial statements.

The market price of gold has historically been volatile and is affected by numerous factors over which Sibanye has no control, such as general supply and demand, speculative trading activity and global economic drivers. Further, over the period from 2013 to 2015, the gold price has declined from an average price of US$1,409/oz to US$1,159/oz. Should the gold price decline below Sibanye’s unit production cost the Group may experience losses and, should this situation remain for an extended period, Sibanye may be forced to curtail or suspend some or all of its projects, operations and/or reduce operational capital expenditure. Sibanye might not be able to recover any losses incurred during, or after, such events. A sustained period of significant gold price volatility may also adversely affect Sibanye’s ability to evaluate the feasibility of undertaking new capital projects or continuing existing operations or to make other long-term strategic decisions.

The volatility of, and recent decline in, the price of gold is illustrated in the gold price table below (which shows the annual high, low and average of the London afternoon fixing price of gold).

MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL STATEMENTS continued


US$/oz1

Gold High Low Average

2011 1,895 1,319 1,5712012 1,792 1,540 1,669

2013 1,694 1,192 1,409

2014 1,385 1,142 1,2652015 1,296 1,049 1,159

2016 (through 14 March 2016) 1,278 1,077 1,1711 Rounded to the nearest US dollar

On 14 March 2016, the London afternoon fixing price of gold was US$1,243/oz.

EXCHANGE RATE

Sibanye’s operations are all located in South Africa and its revenues are equally sensitive to changes in the US dollar gold price and the rand/US dollar exchange rate (the exchange rate). Depreciation of the rand against the US dollar results in Sibanye’s revenues and operating margins increasing. Conversely, should the rand appreciate against the US dollar, revenues and operating margins would decrease. The impact on profitability of any change in the exchange rate can be substantial. Furthermore, the exchange rates obtained when converting US dollars to rand are set by foreign exchange markets, over which Sibanye has no control. The relationship between currencies and commodities, which includes the gold price, is complex and changes in exchange rates can influence commodity prices and vice versa.

As a general rule, Sibanye does not enter into long-term currency hedging arrangements and is exposed to the spot market exchange rate. Sibanye’s operating costs are primarily denominated in rand and forward cover could be considered for significant expenditures based in foreign currency or those items which have long lead times to production or delivery. No foreign exchange hedging contracts were entered into in 2015.

COSTS

Sibanye’s operating costs (being cost of sales less amortisation and depreciation) comprise mainly labour and contractor costs, power and water, and consumable stores which include, inter alia, explosives, timber, cyanide and other consumables. Sibanye expects that its operating costs, particularly the input costs noted above, are likely to continue to increase in the near future and will be driven by inflation, general economic trends, market dynamics and other regulatory changes. In order to restrict these cost inputs, there is a continuous restructuring programme throughout the Group to improve efficiencies and productivity. Cost saving initiatives, especially with reference to reducing the impact of electricity consumption, have been specifically successful.

The South African inflation rate or Consumer Price Index (CPI) was 4.6% in 2015 (2014: 6.1% and 2013: 5.7%). Mining inflation has historically been higher than CPI driven by above inflation wage increases and more recently increases in electricity tariffs, which increased 12.69% effective 1 April 2015.

Sibanye’s operations are labour intensive. Labour represented 45%, 47% and 51% of operating costs during 2015, 2014 and 2013, respectively.

On 22 October 2015, Sibanye signed a three-year wage agreement with the National Union of Mineworkers (NUM), Solidarity and UASA. The Association of Mineworkers and Construction Union (AMCU) rejected, and continue to reject, all offers made. However, effective from 1 July 2015, all employees have received the wage increase and additional benefits, as agreed to by the majority of unions and no other agreement will now be considered. The average increase over the three years is expected to be around 6.7% per annum.

Despite above inflation increases in electricity tariffs, power and water comprised 19% of operating costs in 2015, 2014 and 2013. During 2013 Eskom applied to the National Energy Regulator of South Africa for an average annual tariff increase of 16% for a five-year period as of 1 April 2013, of which an increase of 8% was approved. However, in addition to the 8%, a further increase of 4.69% was approved effective from 1 April 2015 and further increases are expected in the future to meet the growing cost of the service provider, Eskom.

The effect of the abovementioned increases, especially being above the average inflation rate, has adversely affected and, may continue to adversely affect, the profitability of Sibanye’s operations. Further, Sibanye’s operating costs are primarily denominated in rand, while revenues from gold sales are in US dollars. Generally when inflation is high the rand tends to devalue, thereby increasing rand revenues, and potentially offsetting any increase in costs. However, there can be no guarantee that any cost saving measures or the effects of any potential devaluation will offset the effects of increased inflation and production costs.



PRODUCTION

Sibanye’s revenues are driven by its production levels and the price it realises from the sale of gold, as discussed above. Production can be affected by a number of factors including industrial action, safety related work stoppages, mining grades and other mining related incidents. These factors could have an impact on production levels in the future.

In recent years, the South African mining industry has experienced increased union unrest. The entry of new unions such as AMCU, which has become a significant rival to the traditionally dominant NUM, has resulted in more frequent industrial disputes, including violent protests, intra-union violence and clashes with police authorities. During 2013, 2014 and 2015 Sibanye experienced very little disruption to production as a result of industrial action. Currently AMCU retains a certificate of non-resolution with respect to the 2015 wage agreement mentioned above, which allows the union to proceed on protected strike action at certain of the Sibanye workplaces on 48 hours’ notice, the indication amongst our employees is that there is limited appetite to embark on strike action. Should AMCU leadership serve the company with a strike notice, Sibanye is ready to implement carefully considered plans to limit losses during a strike. Sibanye is continually working to improve relations with its employees and unions to hopefully prevent any future production losses.

Sibanye’s operations are also subject to South African health and safety laws and regulations that impose various duties on Sibanye’s mines while granting the authorities’ powers to, among other things, close or suspend operations and order corrective action relating to health and safety matters. During 2015, Sibanye’s operations experienced 109 work stoppages (2014: 77 and 2013: 55).

Sibanye’s gold operations are in their mature life stage and have encountered lower mining grades and yields.

Sibanye’s key focus is to maintain profitable operations and sustain current production levels for a longer period than had previously been envisaged, through an increased focus on productivity. Furthermore, focus will be on realising the extensive reserves and resources potential that still exists.

ROYALTIES AND MINING TAX

South African mining operations pay a royalty tax. The formula for calculating royalties takes into account the profitability of individual operations. The royalty formula is detailed in note 8.1: Royalties to the consolidated financial statements.

Under South African tax legislation, gold mining companies and non-gold mining companies are taxed at different rates. Sibanye’s operations are subject to the gold tax formula on their respective mining incomes. The formula calculating tax payable, which is detailed in note 8.2: Mining and income tax to the consolidated financial statements, is affected by the profitability of the applicable mining operation. In addition, these operations are ring fenced, so each operation is taxed separately and, as a result, taxable losses and capital expenditure at one of the operations cannot be used to reduce taxable income from another operation. Depending on the profitability of the operations, the tax rate can vary significantly from year to year.

CAPITAL EXPENDITURE

Sibanye will continue to invest capital in new and existing infrastructure and possible growth opportunities. Therefore, management will be required to consider, on an ongoing basis, the capital expenditure necessary to achieve its sustainable production objectives against other demands on cash.

As part of its strategy, Sibanye may investigate the potential exploitation of mineralisation below its current infrastructure limits as well as other capital-intensive projects. Management expects that Sibanye’s dividend policy will not, however, be affected by its capital expenditure.

In 2015, Sibanye’s total capital expenditure was R3,345 million (2014: R3,251 million and 2013: R2,902 million). Sibanye expects to spend approximately R4.0 billion on capital in 2016, excluding any acquisitions.

The actual amount of capital expenditure will depend on a number of factors, such as production volumes, the price of gold and general economic conditions and may differ from the amount forecast above. Some of these factors are outside of the control of Sibanye.

ACQUISITIONS

PLATINUM ACQUISITIONS

On 9 September 2015 Sibanye announced that it entered into an agreement with Rustenburg Platinum Mines Limited (RPM), a wholly owned subsidiary of Anglo American Platinum Limited (Anglo American Platinum) to acquire the Bathopele, Siphumelele (including Khomanani), and Thembelani (including Khuseleka) mining operations, two concentrating plants, an on-site chrome



recovery plant, the Western Limb Tailings Retreatment Plant, associated surface infrastructure and related assets and liabilities on a going concern basis (the Rustenburg Operations) (the Rustenburg Operations Transaction).

The purchase consideration comprises an upfront payment of R1.5 billion in cash or shares at the closing of the Rustenburg Operation Transaction (Closing) and a deferred payment calculated as being equal to 35% of the distributable free cash flow generated by the Rustenburg Operations over a six year period from the later of Closing or 1 January 2017 (Deferred Payment), subject to a minimum nominal payment of R3.0 billion. In addition to the Deferred Payment, which allows for a favourably extended payment period; should, the Rustenburg Operations generate negative distributable free cash flows in either 2016, 2017 or 2018, RPM will be required to pay up to R267 million per annum to ensure that the free cash flow for the relevant year is equal to zero.

On 18 January 2016 at the shareholders meeting of Sibanye, the Sibanye shareholders approved the proposed Rustenburg Operations Transaction by voting in favour of the various resolutions to give effect to the Rustenburg Operations Transaction.

The Rustenburg Operations Transaction is still subject to the fulfilment of the following condition precedent, among others, and is likely to be concluded during the second half of 2016:

• the granting on or before 30 June 2017 of consent in terms of section 11 of the Mineral and Petroleum Resources Development Act for the transfer of the mining right and prospecting right pursuant to the Rustenburg Operations Transaction.

On 6 October 2015 Sibanye announced a cash offer of US$0.195 per share for the entire issued share capital of Aquarius (the Aquarius Transaction and, together with the Rustenburg Transaction, the Acquisitions). Aquarius owns stakes in the Kroondal mine and Platinum Mile retreatment facilities near Rustenburg in South Africa and the Mimosa joint venture with Impala Platinum in Zimbabwe.

On 18 January 2016 at the special general meeting of Aquarius, the requisite majority of Aquarius shareholders approved the transaction, whereby Sibanye will acquire all of the shares of Aquarius. The implementation of the Aquarius Transaction remains subject to final conditions precedent, and is likely to be concluded before the end of April 2016.

Assuming that Sibanye completes one or both Acquisitions, Sibanye intends to restructure its operations into two operating divisions, being a gold and uranium operation (division) and a platinum operation (division). If Sibanye completes one or both Acquisitions, it will be exposed to the platinum market and the following factors may affect its performance:

Platinum price

Assuming that Sibanye completes the Acquisitions, Sibanye’s revenues will be primarily derived from the sale of the gold and PGMs that it will produce. Sibanye does not expect to enter into forward sales, commodity derivatives or other hedging arrangements with respect to PGMs. As a result it expects to be fully exposed to changes in PGM prices. PGM hedging could however be considered in the future under one or more of the following circumstances: to protect cash flows at times of significant capital expenditures; financing projects; or to safeguard the viability of higher cost operations.

Historically, platinum, palladium and rhodium prices have been subject to wide fluctuations and are affected by numerous factors beyond Sibanye’s control, including international macroeconomic conditions and outlook, levels of supply and/or demand, any actual or potential threats to the stability of supply and/or demand, inventory levels maintained by users and producers, actions of participants in the commodities markets and currency exchange rates, particularly the rand to the US dollar. Further, between 2013 and 2015, the average PGM (4E) basket price has decreased from US$1,196/oz to US$928/oz.

In addition, the introduction of platinum, palladium and rhodium exchange-traded funds (ETFs) have added a further element of unpredictability and volatility to the pricing environment and may increase volatility in PGM prices, as investors may purchase shares in ETFs at times of rising prices, adding to the upward pressure on prices, and sell during periods of falling prices, potentially increasing the fall in prices. The market prices of platinum, palladium, rhodium and other PGMs have been, and may in the future be, subject to rapid short-term changes.

Exchange rates

Like Sibanye’s gold operations, the Rustenburg Operations and the mines owned by Aquarius (with the exception of Mimosa) are all located in South Africa and management expects that their revenues will be equally sensitive to changes in the dollar PGM (4E) basket price and the rand/US dollar exchange rate. See –Factors Affecting Our Performance–Exchange Rate.

Costs

The cash cost of the platinum operations are composed principally of labour; stores; electricity, water and other utilities; and contractors and other costs. Sibanye expects that these operating costs are likely to continue to increase in the near future and will be driven by inflation, general economic trends, market dynamics and other regulatory changes, similar to such costs in the gold mining industry. Whereas Sibanye’s gold operations have a significant component of cash cost from power related charges, with electricity making up 18% of the gold division’s cash cost base, the platinum Acquisitions are far less power intensive in absolute terms. This is largely due to the Acquisitions only producing PGM in concentrate, thereby avoiding power intensive PGM smelting and refining processes, and Sibanye will not beneficiate the PGMs (and associated base metals) as part of these Acquisitions.



Labour comprises the largest component of the Acquisition cash costs, accounting for in excess of 50%, while electricity costs amount to less than 10% of underlying platinum cash costs. Given similarities in the mining method employed across the gold and platinum divisions, the remainder of the cash cost base is driven by similar cost components.

Production

Assuming that Sibanye completes the Acquisitions, the revenues of the platinum operations will be driven by the production levels of, and prices realised from, the PGMs and associated co- and by-products. Production can be affected by a number of factors including industrial action, safety related work stoppages, mining grades and other mining related incidents. These factors could have an impact on production levels in the future.

In recent years, the South African mining industry has experienced greater union unrest. The entry of new unions such as AMCU, which has become a significant rival to the traditionally dominant NUM, has resulted in more frequent industrial disputes, including violent protests, intra-union violence and clashes with police authorities. In the first half of 2014, the South African platinum majors experienced a five month wage strike, impacting among others the South African operations to be acquired by Sibanye as part of the Rustenburg Acquisition.

The South African platinum operations are also subject to South African health and safety laws and regulations that impose various duties on these operations while granting the authorities’ powers to, among other things, close or suspend operations and order corrective action relating to health and safety matters.

These platinum operations are at steady state production levels.

WITS GOLD, COOKE ANE BURNSTONE ACQUISITIONS

On 21 August 2013, Sibanye entered into an agreement with Gold One to acquire the Cooke operations. On 11 December 2013, Sibanye made an offer to acquire 100% of Witwatersrand Consolidated Gold Resources Ltd (Wits Gold). On 5 July 2013, Wits Gold had submitted a final binding offer to the business rescue practitioner of Sibanye Gold Eastern Operations Proprietary Limited (SGEO) (previously Southgold Exploration Proprietary Limited) to acquire SGEO, the sole owner of the Burnstone operation, which was included in the business rescue plan and approved by the creditors of SGEO on 11 July 2013.

The acquisitions of Wits Gold, Cooke and Burnstone were completed on 14 April 2014, 15 May 2014 and 1 July 2014, respectively.

Results of Wits Gold, Cooke and Burnstone are presented for the eight, seven and six months ended 31 December 2014, respectively, following the completion of the acquisitions.

ACQUISITION COSTS

Sibanye incurred R26 million in acquisition related costs in 2015, R112 million in 2014 and R9 million in 2013. Sibanye expects that it will continue to incur costs related to the acquisition and integration of the operations listed above in the future.

Sibanye has pursued and may continue to pursue growth opportunities that allow it to leverage its existing processing capacity and infrastructure and to extend its operating life. Such growth may continue to occur through the acquisition of other companies and assets, development projects, or by entering into joint ventures. Sibanye may incur acquisition and integration related costs with regard to any operations or entities that it acquires or seeks to acquire in the future.

2015 FINANCIAL PERFORMANCE COMPARED WITH 2014 AND 2013 Group profit decreased by 64% to R538 million in 2015 from R1,507 million in 2014 (2013: R1,698 million). The reasons for this decrease are discussed below.

The primary factors explaining the movements in net profit are set out in the table below.



Rand million except as otherwise stated 2015 2014

% change 2015/2014 2013

% change 2014/2013

Revenue 22,717 21,781 4 19,331 13 Cost of sales (20,017) (17,566) (14) (15,077) (17)

Net operating profit 2,700 4,215 (36) 4,254 (1)Investment income 257 183 40 160 14 Finance expense (562) (400) (41) (420) 5 Share-based payments (274) (418) 34 (306) (37)Share of results of equity-accounted investees after tax 116 (471) 125 52 (1,006)Loss on financial instruments (230) (108) (113) (5) (2,060)(Loss)/gain on foreign exchange differences (359) (63) (470) 24 (363)Net loss on derecognition of financial guarantee asset and liability (158) – (100) – –Impairments – (275) 100 (821) 67 Reversal of impairment – 474 (100) – 100 Transaction costs (26) (112) 77 (9) (1,144)Restructuring costs (105) (160) 34 (439) 64 Net other movements (43) (99) 57 (121) 18

Profit before royalties and tax 1,316 2,766 (52) 2,369 17 Royalties (401) (431) 7 (415) (4)

Profit before tax 915 2,335 (61) 1,954 19 Mining and income tax (377) (828) 54 (256) (223)

Profit for the year 538 1,507 (64) 1,698 (11)

REVENUE

Revenue increased by 4% to R22,717 million in 2015 from R21,781 million in 2014 driven by the average rand gold price, which increased by 8% partly offset by the level of gold produced and sold, which decreased by 3%.

The decrease in the gold produced to 47,775kg in 2015 from 49,432kg in 2014 was mainly due to the cumulative impact of operational disruptions and underground fires at Kloof during the quarter ended 31 March 2015, as well as the disruptive effect of periodic load curtailments by the state utility, Eskom during the quarters ended 31 March and 30 June 2015. Productivity and cost trends improved throughout the remainder of the year but it was not possible to recoup the production lost earlier in the year. Gold production from the operations is shown in the graph below.

The increase in the average rand gold price was due to the 18% weaker rand of R12.75/US$ in 2015 compared with R10.82/US$ in 2014. However, this was partly offset by the decrease in the average realised US dollar gold price to US$1,160/oz in 2015 from US$1,267/oz in 2014.

Revenue increased by 13% to R21,781 million in 2014 from R19,331 million in 2013 driven by an increase of 11% in gold produced and sold, and an increase of 1% in the average rand gold price. The increase in the gold produced to 49,432kg in 2014 from 44,474kg in 2013 was mainly due to the acquisition and integration of Cooke for the seven months ended 31 December 2014. Gold production excluding Cooke was marginally higher at 45,127kg, despite the loss of over 500kg due to an underground fire at Driefontein early in 2014 and the intermittent loss of electricity (load shedding by the power supplier – Eskom) in the latter part of the year. The increase in the average rand gold price was due to the 13% weaker rand of R10.82/US$ in 2014 compared with R9.60/US$ in 2013. However, this was mostly offset by the decrease in the average realised US dollar gold price to US$1,267/oz in 2014 from US$1,408/oz in 2013.



Gold produced (kg)

1 Includes production from Cooke for the seven months ended 31 December 2014.

COST OF SALES

Cost of sales, which consist of operating costs and amortisation and depreciation, increased by 14% to R20,017 million in 2015 from R17,566 million in 2014, with the incorporation of Cooke for 12 months (compared with seven months in 2014) which accounted for R1,682 million of this increase. Cost of sales increased by 17% to R17,566 million in 2014 from R15,077 million in 2013, with the incorporation of Cooke which accounted for R2,001 million of this increase.

The primary drivers of cost of sales are set out in the table below.


% change 2015/2014 2013

% change 2014/2013

Salaries and wages 7,345 6,665 (10) 6,156 (8)Consumable stores 3,996 3,481 (15) 2,721 (28)

Utilities 3,128 2,753 (14) 2,315 (19)

Mine contracts 1,458 1,136 (28) 928 (22)

Other 2,758 2,403 (15) 1,736 (38)Ore reserve development (ORD) costs capitalised (2,305) (2,127) (8) (1,883) (13)

Operating costs 16,380 14,311 (14) 11,973 (20)

– Driefontein, Kloof and Beatrix 13,402 12,618 (6) 11,973 (5)– Cooke 2,978 1,693 (76) – (100)

Amortisation and depreciation 3,637 3,255 (12) 3,104 5

– Driefontein, Kloof and Beatrix 2,932 2,947 1 3,104 5

– Cooke 705 308 (129) – (100)

Total cost of sales 20,017 17,566 (14) 15,077 (17)

– Driefontein, Kloof and Beatrix 16,334 15,565 (5) 15,077 (3)– Cooke 3,683 2,001 (84) – (100)

The analysis that follows provides a more detailed discussion of cost of sales, together with the total cash cost, All-in sustaining cost and All-in cost.

OPERATING COSTS – COST OF SALES LESS AMORTISATION AND DEPRECIATION

Operating costs increased by 14% to R16,380 million in 2015 from R14,311 million in 2014, or just over 6% excluding Cooke, and increased by 20% in 2014 from R11,973 million in 2013, or just over 5% excluding Cooke. The increase in operating costs excluding Cooke in 2015 was due to above inflation wage increases, increased electricity tariffs, increased maintenance costs and inflationary increases in consumable stores, as well as additional crews to improve productivity. These increases were partly offset by ongoing cost-saving initiatives, which included further restructuring across the group – including reduced number of contractors, improved efficiencies and programmes aimed at reducing electricity costs.



The increase in operating costs excluding Cooke in 2014 was due to above inflation wage increases, increased electricity tariffs and costs associated with the increased production, such as consumable stores and bonuses. These increases were partly offset by cost-saving initiatives implemented in 2013, which continued in 2014. The increase in the ORD costs capitalised was mainly due to an increase in capitalised development at the Beatrix West Section of R77 million and the inclusion of Cooke.

The table below presents a reconciliation from cost of sales to total cash cost.

2015

Rand million except as otherwise stated Group Driefontein Kloof Beatrix Cooke Corporate

Cost of sales per income statement 20,017 6,377 5,806 4,130 3,683 21

Deduct: Amortisation and depreciation (3,637) (1,143) (1,029) (739) (705) (21)

Operating costs 16,380 5,234 4,777 3,391 2,978 –

Adjusted for:

General and admin costs (174) (57) (53) (36) (28) –

Royalties1 401 197 98 89 17 –

Total cash cost 16,607 5,374 4,822 3,444 2,967 –

Gold sold kg 47,775 17,350 14,068 10,105 6,252

‘000oz 1,536.0 557.8 452.3 324.9 201.0

Total cash cost2 R/kg 347,613 309,764 342,764 340,792 474,584

US$/oz 848 756 836 831 1,158

2014


Cost of sales per income statement 17,566 6,041 5,824 3,673 2,001 27

Deduct: Amortisation and depreciation (3,255) (1,129) (1,322) (469) (308) (27)

Operating costs 14,311 4,912 4,502 3,204 1,693 –Adjusted for:

General and admin costs (147) (56) (55) (36) – –

Royalties1 431 166 175 82 8 –

Total cash cost 14,595 5,022 4,622 3,250 1,701 –

Gold sold kg 49,432 17,735 17,038 10,354 4,305

‘000oz 1,589.3 570.2 547.8 332.9 138.4

Total cash cost2 R/kg 295,246 283,129 271,282 313,888 395,168 US$/oz 849 814 780 902 1,136

2013

Rand million except as otherwise stated Group Driefontein Kloof Beatrix Corporate

Cost of sales per income statement 15,077 6,339 5,198 3,519 21

Deduct: Amortisation and depreciation (3,104) (1,458) (1,097) (528) (21)

Operating costs 11,973 4,881 4,101 2,991 –

Adjusted for:

General and admin costs (234) (85) (69) (80) –Royalties1 415 199 147 69 –

Total cash cost 12,154 4,995 4,179 2,980 –

Gold sold kg 44,474 18,775 15,977 9,722

‘000oz 1,429.9 603.6 513.7 312.6

Total cash cost2 R/kg 273,281 265,997 261,570 306,593 US$/oz 885 862 847 993

The average exchange rate for the year ended 31 December 2015 was R12.75/US$ (2014: R10.82/US$ and 2013: R9.60/US$). 1 Royalties are included as part of total cash cost but are reflected below operating profit in profit or loss. 2 For information on how Sibanye has calculated total cash cost per kilogram and total cash cost per ounce, see Annual Financial Report–

Overview–Five year financial performance.

Total cash cost per kilogram increased by 18% to an average of R347,613/kg in 2015 from R295,246/kg in 2014, and increased by 8% in 2014 from R273,281/kg in 2013. The increase in 2015 was mostly due to the 3% decrease in production and an increase in unit costs at Cooke. In US dollar terms, total cash cost per ounce decreased marginally to US$848/oz from US$849/oz primarily due to the 18% weaker rand/US dollar exchange rate partly offset by the decrease in production and increase in unit costs at Cooke mentioned above.



The increase in total cash cost per kilogram in 2014 was mostly due to the inclusion of Cooke, which operated at an average unit cost of R395,168/kg for the seven months since incorporation. In US dollar terms, total cash cost per ounce decreased by 4% to US$849/oz from US$885/oz due to the 13% weaker rand/US dollar exchange rate partly offset by the inclusion of Cooke.

AMORTISATION AND DEPRECIATION

Amortisation and depreciation increased by 12% to R3,637 million in 2015 from R3,255 million in 2014, and increased by 5% in 2014 from R3,104 million in 2013. The increase in 2015 was due to the inclusion of Cooke for 12 months, which added R397 million, and amortisation and depreciation at Beatrix, which increased by R270 million due to accelerated depreciation of 2 shaft of R65 million and an increase in the mine’s overall rate of depreciation due to the reversal of the R474 million impairment at the West Section late in 2014. These increases were partly offset by a decrease in amortisation and depreciation at Kloof due to the lower production in 2015 and a reduction stemming from the impairment of the Python plant in 2014.

The increase in 2014 was due to the inclusion of Cooke, which added R308 million, and the increase in production at Kloof, adding R225 million. This was partly offset by a decrease of R329 million at Driefontein due to an increase in reserves on which the amortisation calculation is based, and R59 million at Beatrix as no amortisation occurred at the West Section during 2014, as this section was impaired in mid-2013.

ALL-IN COST

All-in cost per ounce, was introduced in 2013 by the members of the World Gold Council. Sibanye has adopted the principle prescribed by the Council. This non-GAAP measure provides more transparency into the total costs associated with gold mining.

The All-in cost per ounce metric provides relevant information to investors, governments, local communities and other stakeholders in understanding the economics of gold mining. This is especially true with reference to capital expenditure associated with developing and maintaining gold mines, which has increased significantly in recent years and is reflected in this new metric.

Total All-in cost excludes income tax, costs associated with merger and acquisition activities, working capital, impairments, financing costs, one-time severance charges and items needed to normalise earnings.

All-in cost is made up of All-in sustaining cost, being the cost to sustain current operations, given as a sub-total in the All-in cost calculation, together with corporate and major capital expenditure associated with growth.

The table below presents a reconciliation from operating costs to All-in sustaining cost and All-in cost.

2015

Rand million except as otherwise stated Group Driefontein Kloof Beatrix Cooke CorporateOperating costs 16,380 5,234 4,777 3,391 2,978 –

Plus:

Community costs1 41 14 9 15 3 –

Share-based payments2 274 35 27 24 – 188

Royalties3 401 197 98 89 17 –

Rehabilitation4 138 23 23 17 75 –

ORD5 2,305 727 841 510 227 –

Sustaining capital expenditure6 654 249 226 86 93 –

On-mine exploration 18 14 1 1 2 –Less: By-product credit7 (27) (8) (6) (6) (7) –

All-in sustaining cost 20,184 6,485 5,996 4,127 3,388 188

Plus: Group exploration and other 9 – – – – 9

Corporate cost and growth capital 386 18 64 – 17 287

All-in cost 20,579 6,503 6,060 4,127 3,405 484

Gold sold kg 47,775 17,350 14,068 10,105 6,252 ‘000oz 1,536.0 557.8 452.3 324.9 201.0

All-in sustaining cost8 R/kg 422,472 373,752 426,223 408,422 541,843

US$/oz 1,031 912 1,040 996 1,322

All-in cost8 R/kg 430,746 374,790 430,751 408,422 544,658

US$/oz 1,051 914 1,051 996 1,329



2014


Operating costs 14,311 4,912 4,502 3,204 1,693 –Plus: Community costs1 37 12 11 14 – –Share-based payments2 418 69 58 46 – 245Royalties3 431 166 175 82 8 –Rehabilitation4 138 39 33 18 48 –ORD5 2,127 684 880 446 117 –Sustaining capital expenditure6 975 465 356 102 52 –Less: By-product credit7 (24) (10) (7) (7) – –

All-in sustaining cost 18,413 6,337 6,008 3,905 1,918 245Plus: Group exploration and other 16 – – 9 6 1Corporate cost and growth capital 150 – – – 61 89

All-in cost 18,579 6,337 6,008 3,914 1,985 335

Gold sold kg 49,432 17,735 17,038 10,354 4,305 ‘000oz 1,589.3 570.2 547.8 332.9 138.4

All-in sustaining cost8 R/kg 372,492 357,333 352,624 377,101 445,645 US$/oz 1,071 1,027 1,014 1,084 1,281All-in cost8 R/kg 375,854 357,333 352,624 378,008 461,045 US$/oz 1,080 1,027 1,014 1,087 1,325

2013 Rand million except as otherwise stated Group Driefontein Kloof Beatrix CorporateOperating costs 11,973 4,881 4,101 2,991 –

Plus: Community costs1 24 9 8 7 –

Share-based payments2 306 61 47 42 156Royalties3 415 199 147 69 –

Rehabilitation4 165 84 54 27 –

ORD5 1,883 703 844 336 –Sustaining capital expenditure6 1,018 319 460 201 38

Less: By-product credit7 (23) (10) (7) (6) –

All-in sustaining cost 15,761 6,246 5,654 3,667 194

Plus:

Group exploration and other – – – – –Corporate cost and growth capital – – – – –

All-in cost 15,761 6,246 5,654 3,667 194

Gold sold kg 44,474 18,775 15,977 9,722

‘000oz 1,429.9 603.6 513.7 312.6

All-in sustaining cost8 R/kg 354,376 332,660 353,884 377,206 US$/oz 1,148 1,078 1,147 1,222

All-in cost8 R/kg 354,376 332,660 353,884 377,206 US$/oz 1,148 1,078 1,147 1,222

The average exchange rate for the year ended 31 December 2015 was R12.75/US$ (2014: R10.82/US$ and 2013: R9.60/US$). 1 Community costs includes costs related to community development. 2 Share-based payments includes share-based payments compensation cost to support Sibanye’s corporate structure not directly related to current

gold production. Share-based payments are calculated based on the fair value at initial recognition and do not include the fair value adjustment of the cash-settled share-based payment liability to the reporting date fair value.

3 Royalties is the royalty on refined minerals payable to the South African government. 4 Rehabilitation includes the interest charge related to the environmental rehabilitation obligation and the amortisation of the related capitalised

rehabilitation costs recorded as an asset. The interest charge related to the environmental rehabilitation obligation and the amortisation of the capitalised rehabilitation costs do not reflect annual cash outflows and are calculated in accordance with IFRS. The interest charge and amortisation reflect the periodic costs of rehabilitation associated with current gold production and are therefore included in the measure.



5 ORD are those capital expenditures that allow access to reserves that are economically recoverable in the future, including, but not limited to, crosscuts, footwalls, return airways and box holes which will avail gold production or reserves.

6 Sustaining capital expenditure are those capital expenditures that are necessary to maintain current gold production and execute the current mine plan. Sustaining capital costs are relevant to the All-in cost metric as these are needed to maintain Sibanye’s current operations and provide improved transparency related to Sibanye’s ability to finance these expenditures.

7 By-product credit—The All-in cost metric is focused on the cost associated with producing and selling a kilogram of gold, and therefore the metric captures the benefit of mining other metals when gold is produced and sold. In determining the All-in cost, the costs associated with producing and selling a kilogram of gold is reduced by the benefit received from the sale of silver, recognised as product sales, which is extracted and processed along with the gold produced. This is relevant to the All-in cost metric as it aids in the investor’s analysis of the profitability of producing a kilogram of gold, without the need to consider multiple metal prices.

8 For information on how Sibanye has calculated All-in sustaining cost per kilogram, All-in sustaining cost per ounce, All-in cost per kilogram and All-in cost per ounce, see Annual Financial Report–Overview–Five year financial performance.

All-in sustaining cost, a sub-set of All-in cost increased by 13% to R422,472/kg (US$1,031/oz) in 2015 from R372,492/kg (US$1,071/oz) in 2014, and increased by 5% in 2014 from R354,376/kg (US$1,148/oz) in 2013. The increase in 2015 was as a result of the effect of fixed costs on the lower production at Driefontein and Beatrix but more significantly due to the 17% decrease at Kloof, together with increased labour costs and the increase in the electricity tariff, as well as the full year impact of higher cost Cooke production, which was 45% higher in 2015 than in 2014, primarily due to the fact that 2014 had only seven months of production. The increase in 2014 was as a result of the Cooke acquisition, which added unit costs of R445,645/kg (US$1,281/oz), together with the increased operating cost and increased ORD at Beatrix and Kloof.

All-in cost increased by 15% to R430,746/kg (US$1,051/oz) in 2015 from R375,854/kg (US$1,080/oz) in 2014, and increased by 6% in 2014 from R354,376/kg (US$1,148/oz) in 2013. The increase in 2015 included corporate expenditure of R287 million, which relates to capital expenditure at Burnstone of R272 million and corporate expenditure of R15 million. Included in the All-in cost for 2014 is corporate expenditure of R89 million, which predominately relates to capital expenditure at the newly acquired Burnstone mine of R72 million and exploration cost on the Beisa uranium project of R9 million.

NET OPERATING PROFIT

As a result of the factors discussed above, net operating profit decreased by 36% to R2,700 million in 2015 from R4,215 million in 2014 and decreased marginally in 2014 from R4,254 million in 2013.

INVESTMENT INCOME

Investment income increased by 40% to R257 million in 2015 from R183 million in 2014, and increased by 14% in 2014 from R160 million in 2013.

Included in investment income in 2015 was R135 million interest on funds invested in various interest bearing investments for the environmental rehabilitation obligations of the group (2014: R99 million and 2013: R85 million), R80 million interest on cash balances (2014: R68 million and 2013: R63 million), R5 million unwinding of the financial guarantee asset (2014: R15 million and 2013: R12 million) and R37 million interest on the loan to Rand Refinery Proprietary Limited (Rand Refinery) (2014: R1 million and 2013: Rnil).

The increase in interest income in 2015 was due to higher average cash balances and environmental rehabilitation obligation funds when compared with 2014, and interest at JIBAR plus a margin of 3.5% on the loan (of R385 million) to Rand Refinery (on 18 December 2014).

The increase in interest income in 2014 was due to the incorporation of Cooke, which added R15 million, and a higher balance of the environmental rehabilitation obligation funds when compared with 2013.

FINANCE EXPENSE

Finance expense increased by 41% to R562 million in 2015 from R400 million in 2014, and decreased by 5% in 2014 from R420 million in 2013. Included in finance expense in 2015 was R248 million interest on borrowings (2014: R188 million and 2013: R319 million), R102 million unwinding of the Burnstone Debt (2014: R43 million and 2013: Rnil), R198 million environmental rehabilitation liability accretion expense (2014: R162 million and 2013: R93 million), and R14 million sundry interest charges (2014: R7 million and 2013: R8 million).

The increase in interest on borrowings in 2015 was due to the increase in the average indebtedness and effective interest rate year-on-year. Sibanye’s average gross debt outstanding, excluding the Burnstone Debt, was approximately R2.2 billion in 2015 compared with approximately R2.0 billion in 2014. The increase in environmental rehabilitation liability accretion expense was primarily due to the incorporation of Cooke and Burnstone for 12 months, which added R25 million and new disturbances.

The decrease in interest on borrowings in 2014 was due to the decrease in the average indebtedness year-on-year. Sibanye’s debt outstanding during the first half of 2013 was approximately R4.0 billion and it was only during the second half of 2013 that Sibanye



was able to reduce its debt levels to R2.5 billion. Sibanye’s average gross debt outstanding, excluding the Burnstone Debt, during 2014 was approximately R2.0 billion. The increase in environmental rehabilitation liability accretion expense was mainly due to an increase in the life of mine and the incorporation of Cooke and Burnstone, which added R28 million and R2 million, respectively.

SHARE-BASED PAYMENTS

The share-based payment expense decreased by 34% to R274 million in 2015 from R418 million, and increased by 37% in 2014 from R306 million in 2013. The share-based payment expense consists of R119 million relating to equity-settled share options granted under the Sibanye Gold Limited 2013 Share Plan (SGL Share Plan), Gold Fields Limited 2012 Share Plan and Gold Fields Limited 2005 Share Plan (2014: R176 million and 2013: R213 million), and R155 million relating to instruments granted under the Sibanye Gold 2013 Phantom Share Scheme (the SGL Phantom Scheme) (2014: R242 million and 2013: R92 million).

The decrease in the share-based payment expense in 2015 was mainly due to the number of performance shares that vested on 1 March 2015, with no new significant allocations in 2015.

The increase in the SGL Phantom Scheme share-based payment expense in 2014 was due to the fair value of each option granted under the scheme increasing due to the appreciation in Sibanye’s share price.

The cash-settled share instruments are valued at each reporting date based on the fair value of the instrument at that reporting date. The difference between the reporting date fair value and the initial recognition fair value of these cash settled share options is included in loss/gain on financial instruments in profit or loss.

SHARE OF RESULTS OF EQUITY-ACCOUNTED INVESTEES AFTER TAX

The profit from share of results of associates of R116 million in 2015 (2014: R471 million loss and 2013: R52 million profit) was primarily due to share of profits of R115 million relating to Sibanye’s 33.1% interest in Rand Refinery.

For additional information of Sibanye’s investment in Rand Refinery and the equity loss, see note 14: Equity-accounted investments to the consolidated financial statements.

LOSS ON FINANCIAL INSTRUMENTS

The loss on financial instruments of R230 million in 2015 compared with R108 million in 2014 and R5 million in 2013. The loss on financial instruments consists of R87 million fair value loss relating to SGL Phantom Scheme options (2014: R202 million and 2013: R33 million) and R163 million (2014: Rnil and 2013: Rnil) loss on revised estimated cash flows of the Burnstone Debt, partly offset by R8 million fair value gain on investments under the environmental rehabilitation obligation funds (2014: R63 million and 2013: Rnil) and R12 million gain relating to the financial guarantee liability (2014: R31 million and 2013: R28 million).

LOSS/GAIN ON FOREIGN EXCHANGE DIFFERENCES

The loss on foreign exchange differences of R359 million in 2015 compared with R63 million in 2014 and a gain of R24 million in 2013. The loss on foreign exchange differences in 2015 and 2014 were mainly due to exchange differences on the Burnstone Debt of R412 million and R89 million, respectively.

NET LOSS ON DERECOGNITION OF FINANCIAL GUARANTEE ASSET AND LIABILITY

On 24 April 2015, Sibanye was released as guarantor by the note holders of Gold Fields’ US$1 billion bond, resulting in a net loss on derecognition of the financial guarantee asset and financial guarantee liability of R158 million.

For additional information on the derecognition of the financial guarantee asset and financial guarantee liability, see note 16: Financial guarantee to the consolidated financial statements.

IMPAIRMENTS

Impairments were Rnil in 2015, R275 million if 2014 and R821 million in 2013.

The impairment in 2014 related to a R155 million impairment of the Python plant at Kloof, which was decommissioned in July 2014 due to process design flaws, and the R120 million impairment of investment in Rand Refinery. For additional information of Sibanye’s investment in Rand Refinery and the equity loss, see note 14: Equity-accounted investments to the consolidated financial statements.

During February 2013, a fire at Beatrix West Section affected approximately 38% of the planned production area, threatening the commercial viability of the Beatrix West Section. As a result a decision was taken during the year to impair Beatrix West’s mining assets by R821 million.



REVERSAL OF IMPAIRMENT

Due to the positive results of a restructuring process at the Beatrix West Section it has subsequently returned to profitability. As a result a decision was taken in December 2014 to reverse the impairment by R474 million.

TRANSACTION COSTS

The transaction costs were R26 million in 2015 compared with R112 million in 2014 and R9 million in 2013. The transaction costs in 2015 related to the Rustenburg Operations Transaction and Aquarius Transaction of R10 million and R16 million, respectively. The transaction costs in 2014 related to the finalisation of the Cooke and Burnstone acquisitions of R82 million and R30 million, respectively.

RESTRUCTURING COSTS

Significant restructuring in 2013 had resulted in R439 million additional costs. In 2014 restructuring costs, including voluntary separation packages of R160 million were incurred at Cooke, Driefontein and Corporate Services. In 2015 restructuring costs, including voluntary separation packages of R105 million were incurred at all operations and Corporate Services.

ROYALTIES

Royalties decreased by 7% to R401 million in 2015 from R431 million in 2014 and increased by 4% in 2014 from R415 million in 2013. The decreased royalty in 2015 was mainly due to the decrease in earnings before interest and taxes. The increased royalty in 2014 was mainly due to the increase in gold sold.

The rate of royalty tax payable as a percentage of revenue is set out in the table below.

% 2015 2014 2013 Driefontein 2.4 2.1 2.4 Kloof 1.5 2.3 2.1 Beatrix 1.8 1.8 1.6 Cooke 0.6 0.5 – Average for Group 1.8 2.0 2.1

MINING AND INCOME TAX

Mining and income tax decreased by 54% to R377 million in 2015 from R828 million in 2014 and increased from R256 million in 2013. The table below indicates Sibanye’s effective tax expense rate in 2015, 2014 and 2013.

Rand million except as otherwise stated 2015 2014 2013 Mining and income tax 377 828 256 Effective tax rate (%) 41.2 35.5 13.1

In 2015, the effective tax expense rate of 41% was higher than the maximum South African mining statutory tax rate of 34% mainly due to the tax effect of the following:

• R30 million rate adjustment to reflect the actual realised company tax rates;

• R41 million non-deductible charges related to share-based payments;

• R328 million assessed losses not recognised;

• R29 million deferred tax charge on increase of long-term expected tax rate; and

• R10 million net non-taxable income and non-deductible expenditure.

The above were offset by the following:

• R266 million reduction related to the mining tax formula rate adjustment;

• R39 million non-taxable share of results of equity-accounted investees; and

• R67 million non-taxable gain on derecognition of financial guarantee liability.

In 2014, the effective tax expense rate of 36% was higher than the maximum South African mining statutory tax rate of 34% mainly due to the tax effect of the following:

• R10 million rate adjustment to reflect the actual realised company tax rates;



• R60 million non-deductible charges related to share-based payments;

• R160 million non-taxable share of results of equity-accounted investees;

• R41 million non-deductible impairments;

• R23 million net non-taxable income and non-deductible expenditure; and

• R81 million assessed losses not recognised.

The above was offset by the R340 million reduction related to the mining tax formula rate adjustment.

In 2013, the effective tax expense rate of 13% was lower than the maximum South African mining statutory tax rate of 34% mainly due to the tax effect of the following:

• R330 million reduction related to the mining tax formula rate adjustment;

• R17 million of non-taxable share of results of equity-accounted investees; and

• R214 million deferred tax released on reduction of the long-term expected tax rate at the operations.

The above were offset by the following:

• R64 million adjustment reflected the actual realised company tax rates;

• R73 million non-deductible charges related to share-based payments; and

• R16 million net non-taxable income and non-deductible expenditure.

PROFIT FOR THE YEAR

As a result of the factors discussed above, the profit in 2015 was R538 million, compared with R1,507 million in 2014 and R1,698 million in 2013. Of this, R717 million (2014: R1,552 million and 2013: R1,692 million) is attributable to the owners of Sibanye.

The following graph depicts contributions from various segments to the profit attributable to the owners of Sibanye.

Contributions (Rm)

LIQUIDITY AND CAPITAL RESOURCES

CASH FLOW ANALYSIS

Net cash generated in 2015 was R154 million compared with R930 million utilised in 2014 and R1,201 million generated in 2013.

The principal factors explaining the changes in net cash flow for the year are set out in the table below.



Rand million except as otherwise stated 2015 2014% change 2015/2014 2013

% change 2014/2013

Net cash from operating activities 3,515 4,053 (13) 6,360 (36)Additions to property, plant and equipment (3,345) (3,251) (3) (2,902) (12)Net borrowings repaid (21) (673) 97 (2,220) 70 Free cash flow 829 1,807 (54) 3,731 (52)

One of the most important drivers to sustain and increase shareholder value is free cash flow generation as that determines the cash available for dividends and other investing activities. Sibanye defines free cash flow as net cash from operating activities before dividends, less additions to property, plant and equipment.

The following graph details the cash movement in determining the free cash flow in 2015 and 2014.

2015 Free cash flow analysis (Rm)

2014 Free cash flow analysis (Rm)

CASH FLOWS FROM OPERATING ACTIVITIES

Cash from operating activities decreased to R3,515 million in 2015 from R4,053 million in 2014 and decreased in 2014 from R6,360 million in 2013. The items contributing to the decrease in 2015 and 2014 are indicated in the table below.




(Decrease)/increase in cash generated by operations1 (951) 241 Decrease/(increase) in cash-settled share-based payments paid 124 (163)Increase in investment in/(decrease in release from) working capital (882) (354)(Increase)/decrease in interest paid (66) 132 Decrease/(increase) in royalties paid2 255 (401)Decrease/(increase) in tax paid1 691 (1,042)Decrease/(increase) in dividends paid 347 (733)Other (55) 13 Decrease in cash flows from operating activities (537) (2,307)1 The decrease in cash generated by operations in 2015 was mainly due to higher operating costs. The increase in cash generated by operations in

2014 was mainly due to increase in gold production. 2 The increase in royalties, tax and dividends paid in 2014 was due to additional payments made during 2014 compared with 2013.

CASH FLOWS FROM INVESTING ACTIVITIES

Cash used in investing activities decreased to R3,340 million in 2015 from R4,309 million in 2014 and increased in 2014 from R3,072 million in 2013. The decrease in cash from investing activities in 2015 and increase in 2014 was mainly due the acquisitions of Wits Gold, Cooke and Burnstone in 2014 for R616 million and the loan advanced to Rand Refinery in 2014 of R385 million. For additional information of Sibanye’s investment in Rand Refinery and the loan to Rand Refinery, see note 14: Equity-accounted investments to the consolidated financial statements.

Capital expenditure increased by 3% to R3,345 million in 2015 from R3,251 million in 2014 and increased by 12% in 2014 from R2,902 million in 2013. Capital expenditure at the individual mines is shown in the graph below.

Capital expenditure (Rm)

CASH FLOWS FROM FINANCING ACTIVITIES

Cash used in financing activities decreased to R21 million in 2015 from R673 million in 2014 and decreased in 2014 from R2,088 million in 2013.

On various dates during 2015, Sibanye made additional drawdowns of R1,000 million and repaid R1,021 million under the R4.5 billion Facilities.

In 2014, Sibanye repaid R656 million debt assumed through the acquisitions of Wits Gold and Cooke. On various dates during 2014, Sibanye made additional drawdowns of R500 million and repaid R900 million under the R4.5 billion Facilities. On 18 December 2014, Sibanye borrowed a further R385 million to fund its portion of the Rand Refinery loan, increasing its debt under the facility to just below R2.0 billion.

On 1 February 2013, Gold Fields subscribed for shares in Sibanye at a subscription price of R17,246 million. Sibanye used R17,108 million of the proceeds to repay the GFL Mining Services Limited (GFLMS, a subsidiary of Gold Fields) loan. On 18 February 2013, the date of unbundling from Gold Fields, Sibanye refinanced its long- and short-term credit facilities, which were Gold Fields group debt facilities, by drawing down R4,570 million under the Bridge Loan Facilities. In 2013 Sibanye repaid R2,570 million of the Bridge Loan Facilities and on 13 December 2013, Sibanye repaid the balance of the Bridge Loan Facilities by drawing down R2,000 million under the R4.5 billion Facilities.



NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS

As a result of the above, net cash generated in 2015 amounted to R155 million compared with R930 million utilised in 2014 and R1,201 million generated in 2013.

Total Group cash and cash equivalents amounted to R717 million at 31 December 2015 (2014: R563 million and 2013: R1,492 million).

STATEMENT OF FINANCIAL POSITION

BORROWINGS

Total debt (short- and long-term) excluding R1,808 million attributable to the Burnstone project, which has no recourse to Sibanye’s balance sheet, decreased to R1,995 million at 31 December 2015 from R2,036 million at 31 December 2014 (2013: R1,991 million).

At 31 December 2015, Sibanye had committed unutilised banking facilities of R6.2 billion available under the R4.5 billion Facilities and US$300 million revolving credit facility (RCF). Subsequent to year end the US$300 million RCF increased to US$350 million.

For a description of borrowings, see note 23: Borrowings to the consolidated financial statements.

WORKING CAPITAL AND GOING-CONCERN ASSESSMENT

The Group’s current liabilities exceeded its current assets by R2,597 million at 31 December 2015 (2014: R1,630 million and 2013: R887 million). Current liabilities at 31 December 2015 includes the current portion of borrowings of R1,995 million which is the semi-annual repayment due and payable in June 2016 and the final settlement due and payable in December 2016.

Sibanye generated cash from operating activities of R3,515 million in 2015. The Group had committed unutilised debt facilities of R6.2 billion at 31 December 2015.

The directors believe that the cash generated by operations and the remaining balance of the Group’s revolving credit facility will enable the Group to continue to meet its obligations as they fall due.

OFF BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL COMMITMENTS At 31 December 2015, Sibanye had no off balance sheet items. For a description of Sibanye’s contractual commitments, see the following notes to the consolidated financial statements.

Contractual commitments Note per the consolidated financial statements Environmental rehabilitation obligation 24 – Environmental rehabilitation obligation Commercial commitments 29 – Commitments Contingent liabilities 30 – Contingent liabilities Debt – capital 23 – Borrowings – interest 33 – Risk management activities

These contractual commitments for expenditure, together with other expenditure and liquidity requirements, will be met from internal cash flow and, to the extent necessary, from the existing facilities.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES Sibanye’s significant accounting policies are fully described in the various notes to its consolidated financial statements. Some of Sibanye’s accounting policies require the application of significant judgements and estimates by management that can affect the amounts reported in the consolidated financial statements.

These judgements and estimates are based on management’s best knowledge of the relevant facts and circumstances, having regard to previous experience, but actual results may differ from the amounts included in the consolidated financial statements.



For Sibanye’s significant accounting policies that are subject to significant judgements, estimates and assumptions, see the following notes to the consolidated financial statements:

Significant accounting policy Note per the consolidated financial statements Basis of preparation 1 – Accounting policies Consolidation 1 – Accounting policies Royalties, mining and income tax 8 – Royalties, and mining and income tax Property, plant and equipment 11 – Property, plant and equipment Business combinations 12 – Acquisitions Goodwill 13 – Goodwill

Equity-accounted investments 14 – Equity accounted investments Environmental rehabilitation obligation funds 15 – Environmental rehabilitation obligation funds Inventories 17 – Inventories Environmental rehabilitation obligation 24 – Environmental rehabilitation obligation Contingent liabilities 30 – Contingent liabilities


ACCOUNTABILITY CONTENTS

96

Statement of responsibility by the Board of Directors 97

Company Secretary's confirmation 97

Management 98

Corporate governance report 103

Report of the Audit Committee 109

Director's report 111

Share capital statement 116

Report of independent registered public accounting firm 117

Remuneration report 118

STATEMENT OF RESPONSIBILITY BY THE BOARD OF DIRECTORS


The directors are responsible for the preparation and fair presentation of the consolidated financial statements of Sibanye, comprising the consolidated statement of financial position at 31 December 2015, and consolidated income statement and consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, and the notes to the consolidated financial statements, which include a summary of significant accounting policies, and other explanatory notes, in accordance with IFRS, the SAICA Financial Reporting Guides, as issued by the Accounting Practices Committee, and Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council, as well as the requirements of the Companies Act and the JSE Listings Requirements.

In addition, the directors are responsible for preparing the directors’ report.

The directors consider that, in preparing the consolidated financial statements, they have used the most appropriate accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates, and that all IFRS standards that they consider to be applicable have been complied with for the financial year ended 31 December 2015. The directors are satisfied that the information contained in the consolidated financial statements fairly presents the results of operations for the year and the financial position of the Group at year end. The directors also prepared the information included in the annual financial report, and are responsible for both its accuracy and its consistency with the consolidated annual financial statements.

The directors have responsibility for ensuring that accounting records are kept. The accounting records should disclose with reasonable accuracy the financial position of the Group to enable the directors to ensure that the consolidated financial statements comply with the relevant legislation.

The Group operated in a well-established control environment, which is well documented and regularly reviewed. This incorporates risk management and internal control procedures, which are designed to provide reasonable assurance that assets are safeguarded and the material risks facing the business are being controlled.

The directors have made an assessment of the ability of the Company and its subsidiaries to continue as going concerns and have no reason to believe that Sibanye and its subsidiaries will not be going concerns in the year ahead.

Sibanye has adopted a Company Code of Ethics, which applies to all directors and employees, is available on Sibanye’s website.

The Group’s external auditors, KPMG Inc audited the consolidated financial statements. For their report, see Annual Financial Report–Accountability–Report of independent registered public accounting firm.

The consolidated annual financial statements were approved by the Board of Directors and are signed on its behalf by:

NEAL FRONEMAN

CHIEF EXECUTIVE OFFICER

CHARL KEYTER

CHIEF FINANCIAL OFFICER

18 March 2016

COMPANY SECRETARY'S CONFIRMATION

In terms of section 88(2)(e) of the Companies Act 71 of 2008, as amended, I certify that the Company has lodged with the Companies and Intellectual Property Commission all such returns as are required to be lodged by a public company in terms of the Companies Act, and that all such returns are true, correct and up to date.

CAIN FARREL

COMPANY SECRETARY

18 March 2016

BOARD OF DIRECTORS AND MANAGEMENT


BOARD

SELLO MOLOKO (50)

CHAIRMAN

Non-executive director

BSc (Hons) and Postgraduate Certificate in Education, University of Leicester

Advanced Management Programme, University of Pennsylvania Wharton School

Sello is the executive Chairman of Thesele Group, a business he co-founded in 2004. He is also currently serving as non-executive Chairman of two listed companies, Sibanye and Alexander Forbes Group Holdings, and also serves as non-executive director of General Reinsurance Africa. Sello has a strong financial services background and is the former Chief Executive Officer (CEO) of Old Mutual Asset Managers. He is a former non-executive director of the Industrial Development Corporation, Gold Fields Limited, Acucap Properties Limited, Sycom Property Fund and Seartec Industries. He is also a trustee of the Nelson Mandela Foundation and is a past president of the Association of Securities and Investment Professionals.

NEAL FRONEMAN (56)

Chief Executive Officer

Executive director and Chairman of the Executive Committee

BSc Mech Eng (Ind Opt), University of the Witwatersrand

BCompt, University of South Africa PrEng

Neal Froneman was appointed an executive director and CEO of Sibanye on 1 January 2013. He has over 32 years of relevant operational, corporate development and mining industry experience. He was appointed CEO of Aflease Gold Limited (Aflease Gold) in April 2003. Aflease Gold, through a series of reverse take-overs, became Gold One in May 2009. Neal was primarily responsible for the creation of Uranium One Incorporated (Uranium One) from the Aflease Gold uranium assets. During this period, he was CEO of Aflease Gold and Uranium One until his resignation from Uranium One in February 2008. Prior to joining Aflease Gold, Neal held executive and senior management positions at Gold Fields of South Africa Limited, Harmony Gold Mining Company Limited (Harmony) and JCI Limited. He is also a non-executive director of Delview Three Proprietary Limited, 17 Perissa Proprietary Limited and Forestry Services Proprietary Limited.

CHARL KEYTER (42)

Chief Financial Officer

Executive director

BCom, University of Johannesburg

MBA, North-West University

ACMA and CGMA

Charl Keyter was appointed a director of Sibanye on 9 November 2012, and executive director and CFO on 1 January 2013. Previously, he was Vice President and Group Head of International Finance at Gold Fields. Charl has more than 20 years’ mining experience, having begun his career at Gold Fields in February 1995. He is also a non-executive director of Oil Recovery and Maintenance Services Proprietary Limited.

CHRISTOPHER CHADWICK (47)


BCompt (Hons) (CTA), University of South Africa

CA(SA)

Christopher Chadwick was appointed a non-executive director on 16 May 2014. He is a chartered accountant who passed the South African Institute of Chartered Accountants Board exam in 1991 when he also completed his articles at Deloitte Touche Tohmatsu Limited. The earlier part of his career was spent with Comair Limited, the largest privately owned airline in South Africa, where he assisted in growing the company tenfold over a period of four years. After financial executive roles in the advertising, fast-moving consumer goods and services industries, Christopher moved into the information technology industry to assume financial and strategic directorships for five years. He spent another four years at an investment holding group where he was involved in corporate development and finance across many different sectors. Christopher joined Gold One in July 2008 as a Board director and is

BOARD OF DIRECTORS AND MANAGEMENT continued


currently the CEO of Gold One. He was directly involved in the creation of Gold One through the reverse take-over of Australian listed BMA Gold Limited.

ROBERT CHAN (69)


BSc (Economics) (Hons), University of London

MBA, University of Liverpool

Robert Chan was appointed a non-executive director on 16 May 2014. He is an experienced banker with over 39 years’ experience in commercial and investment banking, having worked in London, Malaysia and Singapore. He retired from the United Overseas Bank Limited (United Overseas Bank) on 31 December 2011 after 35 years of service (25 years as CEO of United Overseas Bank, Hong Kong). Robert has served as an independent non-executive director of Noble Group Limited since 1996. He is an independent non-executive director of Hutchison Port Holdings Trustees Pte Limited, Trustee Manager of Hutchison Port Holdings Trust, a business trust listed in Singapore, as well as Quam Limited, which is listed in Hong Kong. He is currently the non-executive Chairman of The Hour Glass (HK) Limited. He is also a Fellow of the Hong Kong Institute of Directors.

TIMOTHY CUMMING (58)


BSc (Hons) (Engineering), University of Cape Town

BA (PPE), MA (Oxford)

Timothy (Tim) Cumming was appointed a non-executive director on 21 February 2013. He is the founder and executive director of Scatterlinks Proprietary Limited, a South African-based company providing mentoring and coaching services to senior business executives as well as leadership and strategic advisory services to companies. He was previously involved with the Old Mutual group in various capacities: CEO of Old Mutual Investment Group (South Africa) Proprietary Limited, Executive Vice President: Director of Global Business Development of Old Mutual Asset Management for Old Mutual (US) Holdings Inc, Managing Director: Head of Corporate Segment at Old Mutual (South Africa), Strategy Director of Old Mutual Emerging Markets and Interim CEO of Old Mutual Investment Group (South Africa). He was also executive director and Head of Investment Research (Africa) for HSBC Securities (Africa) and General Manager at Allan Gray Limited. Other board roles include Chairman of Amama South Africa Rural Social Enterprise NPC, and independent non-executive director of Nedgroup Investments Limited. Tim started his career as an engineer and management trainee at the Anglo American Corporation of South Africa Limited (Anglo American). He worked on a number of diamond mines and was Resident Engineer at Anglo American’s gold mines in Welkom, South Africa. He is also a trustee of the Woodside Endowment Trust.

BARRY DAVISON (70)


BA (Law and Economics), University of the Witwatersrand

Graduate Commerce Diploma, Birmingham University

CIS Diploma in Advanced Financial Management and Advanced Executive Programme, University of South Africa

Barry Davison was appointed as a non-executive director on 21 February 2013. He has more than 40 years’ experience in the mining industry and served as Executive Chairman of Anglo American Platinum, Chairman of Anglo American’s Platinum Division, and Ferrous Metals and Industries Division, and was an executive director of Anglo American. He has been a director of a number of listed companies, including Nedbank Group Limited, Kumba Resources Limited, Samancor Limited and the Tongaat-Hulett Group Limited.

RICHARD MENELL (60)


MA (Natural Sciences, Geology), Trinity College, University of Cambridge

MSc (Mineral Exploration and Management), Stanford University

Richard (Rick) Menell was appointed a non-executive director on 1 January 2013. He has over 35 years’ experience in the mining industry and has been a director of Gold Fields since 8 October 2008. Previously, he occupied the positions of President and Member of the Chamber of Mines of South Africa, President and CEO of TEAL Exploration & Mining Inc, Chairman of Anglovaal Mining Limited and Avgold Limited, Chairman of Bateman Engineering Proprietary Limited (Dutch), Deputy Chairman of Harmony and African Rainbow Minerals Limited. He has also been a director of Telkom Group Limited, Standard Bank of South Africa Limited, and Mutual and Federal Insurance Company Limited. He is currently a non-executive director and Chairman of Credit Suisse



Securities Johannesburg Proprietary Limited, non-executive director of Gold Fields, The Weir Group plc and Rockwell Diamonds Inc. Rick is a trustee of Brand South Africa and the Carrick Foundation. He is co-Chairman of the City Year South Africa Citizen Service Organisation, and Chairman and trustee of the Palaeontological Scientific Trust.

NKOSEMNTU NIKA (58)


BCom, University of Fort Hare

BCompt (Hons), University of South Africa

Advanced Management Programme, INSEAD

CA(SA)

Nkosemntu Nika was appointed a non-executive director on 21 February 2013. He is currently an independent non-executive director of Trollope Mining Services Proprietary Limited, Scaw South Africa Proprietary Limited and Foskor Proprietary Limited and Chairman of the Audit and Risk Committees of the latter two companies. He was previously CFO and Finance Director of PetroSA (SOC) Limited and Executive Manager: Finance at the Development Bank of Southern Africa. He has held various internal auditing positions at Eskom Holdings (SOC) Limited, Shell Company of South Africa Limited and Anglo American. He was also a non-executive board member of the Industrial Development Corporation of South Africa Limited and chaired its Audit and Risk Committee and Governance and Ethics Committee.

KEITH RAYNER (59)


BCom, Rhodes University

CTA, Rhodes University

CA(SA)

Keith Rayner was appointed as a non-executive director on 1 January 2013. Keith is a South African chartered accountant with experience in corporate finance. He is CEO of KAR Presentations, an advisory and presentation corporation, which specialises in corporate finance and regulatory advice and presentations. Advice and presentations include, inter alia, the JSE Listings Requirements, Financial Markets Act, Companies Act, governance, takeover law, corporate action strategy, valuation theory and practice, IFRS and various directors’ courses. He is an independent non-executive director of Ecponent Limited, and a non-executive director of Nexus Intertrade Proprietary Limited, 2Quins Engineered Business Information Proprietary Limited, Keidav Properties Proprietary Limited and Appropriate Process Technologies Proprietary Limited. He is a member of the JSE Limited’s Issuer Regulation Advisory Committee, is a fellow of the Institute of Directors in South Africa (IOD), is a non-broking member of the Institute of Stockbrokers in South Africa and is a member of the Investment Analysts Society. He is a past member of the SAMREC/SAMVAL working group, the Takeover Regulation Panel’s rewrite committee, the IOD’s CRISA committee and the South African Institute of Chartered Accountants Accounting Practices Committee.

SUSAN VAN DER MERWE (61)


BA, University of Cape Town

Susan van der Merwe was appointed a non-executive director on 21 February 2013. She served as a member of Parliament for 18 years until October 2013, and held various positions, including Deputy Minister of Foreign Affairs from 2004 to 2010. She is currently a member of the National Executive Committee of the ANC. She has participated in various civil society organisations and currently serves as a trustee and Chair of the Kay Mason Foundation, which is a non-profit organisation assisting disadvantaged scholars in Cape Town. Susan was appointed to the National Council of the South African Institute of International Affairs in 2014.

JERRY VILAKAZI (55)


BA, University of South Africa

MA, Thames Valley University

MA, University of London

MBA, California Coast University

Jerry Vilakazi was appointed a non-executive director on 1 January 2013. He is Chairman of Palama Investment Holdings Proprietary Limited, which he co-founded to facilitate investments in strategic sectors. He is a past CEO of Business Unity South Africa. Prior to this, he was Managing Director of the Black Management Forum. In 2009 Jerry was appointed to the Presidential



Broad-based Black Economic Empowerment Advisory Council and he was appointed as a Commissioner of the National Planning Commission in 2010. He was appointed Public Service Commissioner in 1999 and has played a critical role in shaping major public service policies in post-1994 South Africa. Jerry was Chairman of the Mpumalanga Gambling Board from 2006 to 2015 and the State Information Technology Agency (SOC) Proprietary Limited until end of the term in 2015. He previously held the position of Chairman of Netcare Limited and holds non-executive directorships in Blue Label Telecoms Limited, Palama Industrial and Saatchi & Saatchi. He is also a former non-executive director of Pretoria Portland Cement Limited.

JIYU YUAN (54)


Mining Engineering, Xi’an University of Architecture and Technology

Jiyu Yuan was appointed a non-executive director on 12 May 2015. Jiyu is a mining engineer with 33 years of experience in China and Peru. He is currently a director of Gold One and General Manager of Shouxin Peru Mine Company Limited. Previously, Jiyu served as a General Manager at Xinjiang Mine Development Limited of Baiyin Nonferrous Group Company Limited (Baiyin), General Manager, at Changba Lead and Zinc Mine of Baiyin, director in the Mine Department of Baiyin and Senior Engineer at Northwest Research Institute of Mining and Metallurgy.

FORMER DIRECTOR

ZOLA SKWEYIYA (73)


LLD, University of Leipzig

Zola Skweyiya was appointed as a non-executive director on 1 October 2013 and resigned as a director on 21 May 2015. He was Minister of Public Service and administration from 1994 to 1999 and Minister of Social Development from 1999 to 2008. He was a founding member of the Centre for Development Studies at the University of the Western Cape. Zola also served on the board of trustees of the National Commission for the Rights of Children. He was previously Chairman of the United Nations Commission for Social Development, and Founder and Chairman of the Constitution Committee African National Congress (ANC). In August 2013, he returned to South Africa after serving as the South African High Commissioner to the United Kingdom. He is also a director of Umsimbithi Holdings Proprietary Limited.

TERMS OF OFFICE

Barry Davison, Neal Froneman, Nkosemntu Nika, Susan van der Merwe and Jiyu Yuan retire by rotation at the upcoming Annual General Meeting (AGM) on 24 May 2016, and have indicated that they are available for election or re-election.

Christopher Chadwick, Robert Chan, Timothy Cumming, Charl Keyter and Sello Moloko retire by rotation in 2017.

MANAGEMENT

HARTLEY DIKGALE (55)

Executive Vice President: Corporate Affairs

BIuris, University of the North

LLB, HDip (Company Law), University of the Witwatersrand LLM, Vista University

Hartley Dikgale was recently appointed to this position after serving as Senior Vice President: General Counsel and Sustainable Development from May 2013. Hartley is an admitted advocate of the High Court of South Africa and has more than 30 years of corporate experience as a business executive. He has served on more than 20 boards of directors of listed and unlisted companies. He was introduced to the mining sector in 2004 when he was appointed to the Board of Pamodzi Gold Limited as a non-executive director. He has worked for, among others, Sanlam Limited, Old Mutual, the Independent Communications Authority of South Africa, Rand Water Board and Pamodzi Investment Holdings Proprietary Limited. In recent years (from 2010 to 2012), Hartley has worked for Rand Uranium Proprietary Limited (Rand Uranium) in an executive capacity as Senior Vice President: General Counsel. When Gold One acquired Rand Uranium, Hartley joined Gold One as Senior Vice President: General Counsel from 2012 to 2013.



DAWIE MOSTERT (46)

Executive Vice President: Commercial Services

Diploma in Labour Relations

MDP (Adv Labour Law)

MBA, University of South Africa

Dawie Mostert, who has more than 18 years’ experience in the mining industry, was recently appointed to this position after serving as Senior Vice President: Organisational Effectiveness from January 2013. Prior to joining Sibanye, he served as Vice President: Commercial Services at Gold One in 2012 and Vice President: Human Capital at Great Basin Gold from 2006 to 2012. Prior to joining Great Basin Gold in 2006, he was Executive: Organisational Development and Employee Relations at Harmony from 2002 to 2006. Dawie joined Harmony in 1996 as part of the acquisition transformational team and was appointed Mine Manager at Elandsrand mine from 2001 to 2002.

WAYNE ROBINSON (53)

Divisional Chief Executive Officer: Gold and Uranium

BSc (Mechanical Engineering), University of Natal

BSc (Mining Engineering), University of the Witwatersrand PrEng

South African Mine Manager’s Certificate of Competency (Metalliferous)

South African Mechanical Engineer’s Certificate of Competency

Wayne Robinson was recently appointed to this position after serving as Senior Vice President: Underground Operations – Beatrix and Cooke from June 2014. Wayne has worked in the South African gold and platinum mining sectors for more than 25 years with experience in underground mine management. Prior to joining Sibanye, he was the Executive Vice President of Cooke Operations and served on the Gold One Executive Committee from 2012 to 2014. He has held senior management positions at Eastern Platinum Limited from 2006 to 2012, Richards Bay Minerals, from 2005 to 2006 and Gold Fields, prior to 2005, having qualified as a mechanical and mining engineer.

RICHARD STEWART (40)

Executive Vice President: Business Development

BSc (Hons), PhD (Geology), University of the Witwatersrand

MBA, Warwick Business School (UK)

Pr. Sci. Nat.

Richard Stewart was recently appointed to this position after serving as Senior Vice President: Business Development from June 2014. Richard has over 17 years’ experience in South Africa’s geological and mining industries, and is a professional natural scientist registered with the South African Council for Natural Scientific Professions and a Fellow of the Geological Society of South Africa. Prior to joining Sibanye, he served on the Gold One Executive Committee as Executive Vice President: Technical Services and was also CEO of Goliath Gold from January 2013 to April 2014. Prior to that he held management positions at the Council for Scientific and Industrial Research Mining Technology division, Shango Solutions (where he remains a director), Uranium One and was an Investment Consultant for African Global Capital Proprietary Limited.

ROBERT VAN NIEKERK (51)

Executive Vice President: Organisational Effectiveness

National Higher Diploma (Metalliferous Mining), Technikon Witwatersrand

BSc (Mining Engineering), University of the Witwatersrand

South African Mine Manager’s Certificate of Competency

Robert van Niekerk was recently appointed to this position after serving as Senior Vice President: Organisational Effectiveness from February 2013. Prior to joining Sibanye, he was the Senior Vice President and Group Technical Head of Mining at Gold Fields from November 2011. Robert has held several other senior operational and executive management positions at Harmony, Anglo American Platinum, Gold One and Uranium One, including that of CEO of Uranium One Africa. Robert began his mining career in 1982 as a Barlow’s Learner Official and progressed through the mining ranks gaining experience at a number of South African and offshore underground and surface mining operations.

CORPORATE GOVERNANCE REPORT


KEY STANDARDS AND PRINCIPLES Sibanye listed on 11 February 2013, with its primary listing on the JSE. It is registered with the US Securities and Exchange Commission (SEC) in the United States of America (US) and its ordinary shares are represented by ADRs which are listed on the NYSE. The ADR programme is administered by BNY Mellon.

As a result, the Group is subject to compliance with the JSE Listings Requirements and to the disclosure and corporate governance requirements of the NYSE applicable to foreign private issuers. In 2015, management believes the Group complied with all the applicable governance requirements.

The Group has adopted high standards of accountability, transparency and integrity in the running of the business and reporting to shareholders and other stakeholders.

The approach to corporate governance is guided by the principles of fairness, accountability, responsibility and transparency. Special attention has been given to providing stakeholders and the financial investment community with clear, concise, accurate and timely information about the Group’s operations and results; reporting to shareholders on an integrated basis on Sibanye’s financial and sustainable performance; ensuring appropriate business and financial risk management; ensuring that no director, management official or other employee of the Sibanye Group deals directly or indirectly in Sibanye shares on the basis of unpublished price-sensitive information regarding the Sibanye Group, or otherwise during any prohibited period; and recognition of the Group’s social responsibility to provide assistance and development support to the communities in which it operates and to deserving institutions at large.

The Group applies all but one of the principles contained in King III and has implemented the King III principles and recommendations across the Group. The one exception is the King III recommendation that employment contracts should not compensate executives for severance because of change of control (although this does not preclude payments for retaining key executives during a period of uncertainty), see Annual Financial Report–Accountability–Remuneration report.

Sibanye complies with the principle that companies should remunerate directors and executives fairly and responsibly. The Remuneration Committee develops a remuneration policy aligned with the strategy of Sibanye and linked to individual performances. This policy addresses the base pay, bonuses, employee contracts, severance and retirement benefits and share-based and other long-term incentive schemes.

All 75 King III principles are recorded in the compliance schedule on Sibanye’s website, detailing the principles and the corresponding explanations.

Sibanye complied with all of the mandatory specific governance requirements contained in paragraph 3.84 of the JSE Listings Requirements during the 2015 financial year.

The Group’s Code of Ethics requires its directors, officers and employees to conduct business in an ethical and fair manner and it promotes a socially and environmentally responsible culture. The Audit Committee is responsible for ensuring compliance with the Code of Ethics.

In addition to the requirements of King III and the relevant aspects of the Sarbanes-Oxley Act, 2002, the Group is also subject to the relevant requirements of the Dodd-Frank Act, 2010, the Foreign Corrupt Practices Act, 1977, the Organisation for Economic Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, 1997, the UN Convention against Corruption, 2003, and South Africa’s Prevention and Combating of Corrupt Activities Act, 2004.

Employees, suppliers and customers are encouraged to report irregularities and misconduct without fear of victimisation using an independently managed, anonymous, toll-free line.

BOARD OF DIRECTORS The Company’s Memorandum of Incorporation (MOI) requires no fewer than four and no more than 15 members on the Board of Directors. The Board currently comprises 13 members – eight of these are independent non-executive directors, three non-independent non-executive directors and the two executive directors holding the positions of CEO and CFO. Jiyu Yuan was appointed on 12 May 2015 as an additional member of the Board and is eligible and available for election at the upcoming AGM. Zola Skweyiya resigned as a director of the Board on 21 May 2015.

The roles of the Chairman of the Board and the CEO are separate.

The Board, advised by the Nominating and Governance Committee, ensures that the candidates for election as independent non-executive directors are reputable, competent and experienced and are willing to devote the necessary time to the role.

The Board of Directors’ Charter (Charter) outlines the objectives and responsibilities of the Board, see –Board of director’s charter, and all Board sub-committees operate in accordance with written terms of reference, which are regularly reviewed by the Board. The Board takes ultimate responsibility for the Group’s adherence to sound corporate governance standards and sees to it that all business judgements are made with reasonable care, skill and diligence.

CORPORATE GOVERNANCE REPORT continued


The executive directors and the Company Secretary keep the Board informed of all developments in the Group.

For current membership of all the Board sub-committees, see –Board committees.

The Board met seven times during the year under review.

REMUNERATION

The Board obtains independent advice before making recommendations to shareholders for the remuneration of non-executive directors. The remuneration is paid in accordance with a special resolution approved by the shareholders within the previous two years.

Non-executive directors only receive remuneration due to them as members of the Board. Directors serving on Board sub-committees receive additional remuneration. For details of the directors’ remuneration packages as well as those of the prescribed officers, see Annual Financial Report–Accountability–Remuneration report.

MONITORING PERFORMANCE

In 2015, and in line with recommendations of King III, the Board carried out a rigorous evaluation of the independence of directors and conducted an internal assessment of the effectiveness of the Board and Board sub-committees.

The Chairman is appointed annually by the Board which, with the assistance of the Nominating and Governance Committee, carried out a rigorous review of the Chairman’s performance and independence during 2015. The Board concluded that there were no factors that impaired his independence and appointed the Chairman for another year.

The performance of the Company Secretary was evaluated by the Board. The Board was satisfied with his competence, qualifications, experience and maintaining an arms-length relationship with the Board.

ROTATION AND RETIREMENT FROM THE BOARD

In accordance with the MOI, one third of the directors shall retire from office at each AGM. The first to retire are those directors appointed as additional members of the Board, followed by the longest-serving members. The Board, assisted by the Nominating and Governance Committee, can recommend the eligibility of retiring directors (subject to availability and their contribution to the business) for re-appointment. Retiring directors can be immediately re-elected by the shareholders at the AGM.

BOARD OF DIRECTORS’ CHARTER

In 2015, the Board reviewed and re-assessed the adequacy of the Charter. This document compels directors to promote the vision of the Group, while upholding sound principles of corporate governance. Directors’ responsibilities under the Charter include:

• determining the Group’s Code of Ethics and conducting the Group’s affairs in a professional manner, upholding the core values of integrity, transparency and enterprise;

• evaluating, determining and ensuring the implementation of corporate strategy and policy;

• determining compensation, development, skills development and other relevant policies for employees;

• developing and setting best-practice disclosure and reporting practices that meet the needs of all stakeholders;

• authorising and controlling capital expenditure and reviewing investment capital and funding proposals;

• constantly updating the risk management systems, including setting management expenditure authorisation levels and exposure limit guidelines; and

• reviewing executive succession planning and endorsing senior executive appointments, organisational changes and general remuneration policies.

In this regard the Board is guided by the Audit Committee, the Risk Committee, the Nominating and Governance Committee, the Remuneration Committee, and Safety, Health and Sustainable Development Committee.

The Board considers that this annual financial report and associated reports comply in all material respects with the relevant statutory requirements of the various regulations governing disclosure and reporting by Sibanye; and that the consolidated financial statements comply in all material respects with IFRS, the SAICA Financial Reporting Guides issued by the Accounting Practices Committee and Financial Reporting Pronouncements issued by the Financial Reporting Standards Council, the Companies Act and the JSE Listings Requirements. As such, the Board has approved the content of the annual financial report, including the consolidated financial statements on 18 March 2016.



BOARD COMMITTEES The Board has formed the following committees in compliance with good corporate governance:

• Audit Committee;

• Risk Committee;

• Remuneration Committee;

• Nominating and Governance Committee;

• Safety, Health and Sustainable Development Committee; and

• Social and Ethics Committee (to comply with the statutory requirements of the Companies Act).

All these committees are composed of a majority of independent non-executive directors except for the Safety, Health and Sustainable Development Committee of which the CEO is also a member, and the Risk Committee of which Christopher Chadwick, Robert Chan and Jiyu Yuan are also members. The committees are all chaired by an independent non-executive director and operate in accordance with written terms of reference which have been approved by the Board.

Board meetings and attendance Date DIRECTOR 17/2 12/5 7/7 3/8 4/8 1/9 3/11Sello Moloko (Chairman) √ √ √ √ √ – √ Timothy Cumming √ √ √ – √ √ √

Christopher Chadwick √ √ √ – √ √ √ Robert Chan √ √ – √ √ √ √

Barry Davison √ √ √ √ √ √ √

Neal Froneman √ √ √ √ √ √ √ Charl Keyter √ √ √ √ √ √ √

Richard Menell √ √ √ √ √ √ √ Nkosemntu Nika √ √ √ √ √ √ √

Keith Rayner √ √ √ √ √ √ √

Zola Skweyiya1 √ √ – – – – – Susan van der Merwe √ √ √ √ √ √ √

Jerry Vilakazi √ √ √ √ √ √ √ Jiyu Yuan2 – – √ – √ √ √ 1 Resigned as a director on 21 May 2015 2 Appointed as a director on 12 May 2015

THE AUDIT COMMITTEE

This committee monitors and reviews Sibanye’s accounting controls and procedures, including the effectiveness of its information systems and other systems of internal control; the effectiveness of the internal audit function; reports of both external and internal auditors; interim reports, the Form 20-F; the consolidated annual financial statements; the accounting policies of Sibanye and any proposed revisions thereto; external audit findings and reports, and the approval thereof; and compliance with applicable legislation and requirements of regulatory authorities and Sibanye’s Code of Ethics.

The CFO’s expertise was evaluated by the Audit Committee. The committee is satisfied that the incumbent has the appropriate expertise and experience to carry out his duties as the financial director of the Group and that he is supported by qualified competent senior staff.

The committee reviewed and assessed the independence of the external auditors, including their confirmation in writing that the criteria for independence as set out in the rules of the Independent Regulatory Board for Auditors and international bodies have been followed. The committee is satisfied that KPMG Inc is independent of the Group and is accredited by the JSE.

Sibanye’s CFO and internal and external auditors as well as senior management attend all the Audit Committee meetings and have unrestricted access to the Chairman of this committee. The Audit Committee, in turn, communicates freely with other members of the Board not serving as members of the Audit Committee. To perform its functions effectively, the Audit Committee meets at least quarterly, but more frequently if required.

The Sarbanes-Oxley Act requires the Board to identify an audit committee financial expert from within its ranks or to determine that the Audit Committee does not have a financial expert. The Board has resolved that the committee’s Chairman, Keith Rayner, is the Audit Committee’s financial expert. Further, the Board of Directors believes that the members of the Audit Committee collectively possess the knowledge and experience to oversee and assess the performance of Sibanye’s management and auditors, the quality of Sibanye’s disclosure controls, the preparation and evaluation of Sibanye’s financial statements and Sibanye’s financial reporting. Sibanye’s Board of Directors also believes that the members of the Audit Committee collectively possess the understanding of audit committee functions necessary to diligently execute their responsibilities.



Membership and attendance of the Audit Committee

Date

DIRECTOR 16/2 13/3 19/3 13/4 11/5 4/8 2/11 4/12 Keith Rayner (Chairman) √ √ √ √ √ √ √ √ Richard Menell √ √ √ √ √ √ √ √ Nkosemntu Nika √ √ √ √ √ √ √ √ Susan van der Merwe √ √ – √ √ √ √ √

THE RISK COMMITTEE

This committee is responsible for ensuring that management implements appropriate risk management processes and controls. The total process of risk management, which includes the related systems of internal control, is the responsibility of the Board. Management is accountable to the Board for designing, implementing and monitoring an integrated process of risk management into the daily activities of Sibanye. The Board, through the Risk Committee, ensures that management implements appropriate risk management processes and controls. The responsibilities of the committee include:

• reviewing the effectiveness and efficiency of the Enterprise Risk Management system within the Company and being assured that material risks are identified and that appropriate risk management processes are in place, including the formulation and subsequent updating of appropriate Company policies;

• reviewing the adequacy of the risk management charter, policy and plan;

• reviewing the parameters of the Company’s risk/reward strategy, in terms of the risk appetite and tolerance relative to reward and ensuring that risks are quantified where practicable;

• regularly receiving a register of the Company’s key risks and potential material risk exposures from management, reviewing and approving mitigations strategies, and reporting to the Board any material changes and/or divergence to the risk profile of the Company;

• monitoring the implementation of operational and corporate risk management plans;

• reviewing the insurance and other risk transfer arrangements, and considering whether appropriate coverage is in place;

• reviewing the business contingency planning process within the Group and being assured that material risks are identified and that appropriate contingency plans are in place;

• conducting a formal risk assessment at least once a year, which should be continually reviewed, updated and applied; and

• ensuring that a combined assurance model is applied to provide a coordinated approach to assurance activities.

Membership and attendance of the Risk Committee Date DIRECTOR 11/5 2/11Richard Menell (Chairman) √ √ Christopher Chadwick √ √ Robert Chan √ √ Timothy Cumming √ √ Keith Rayner √ √ Zola Skweyiya1 – – Jiyu Yuan2 – √ 1 Resigned as a director on 21 May 2015 2 Appointed as a director on 12 May 2015

THE NOMINATING AND GOVERNANCE COMMITTEE

This committee is responsible for ensuring that new directors undergo an appropriate induction process; recommending to the Board the need for Board participation in continuing education programmes; identifying and recommending to the Board successors to the Chairman and CEO; developing the approach of Sibanye to matters of corporate governance; and making recommendations to the Board concerning such matters.

Membership and attendance of the Nominating and Governance Committee

Date

DIRECTOR 16/2 11/5 4/8 2/11

Sello Moloko (Chairman) √ √ √ √

Barry Davison √ √ √ √ Richard Menell √ √ √ √

Nkosemntu Nika √ √ √ √

Jerry Vilakazi √ √ √ √



THE REMUNERATION COMMITTEE

This committee is responsible for determining Sibanye’s remuneration policy and the practices needed to attract, retain and motivate high-performing executives who are demonstrably aligned with Sibanye’s corporate objectives and business strategy; and for ensuring that remuneration levels relative to other comparable companies are pitched at the desired level taking relative performance into account. The Remuneration Committee also reviews, on behalf of the Board, both the remuneration levels of senior executives and management share-incentive schemes and the related performance criteria and measurements. To perform these functions the Remuneration Committee meets quarterly, or more frequently if required.

Membership and attendance of the Remuneration Committee Date DIRECTOR 26/1 16/2 11/5 3/8 2/11 Timothy Cumming (Chairman) √ √ √ – √ Robert Chan 1 √ √ √ – – Barry Davison √ √ √ √ √ Sello Moloko √ √ √ √ √ Nkosemntu Nika √ √ √ √ √ Keith Rayner2 – – – √ √ 1 Resigned from this committee on 12 May 2015 2 Appointed to this committee on 12 May 2015

THE SAFETY, HEALTH AND SUSTAINABLE DEVELOPMENT COMMITTEE

This committee reviews adherence to occupational health, safety and environmental standards by Sibanye. The committee seeks to minimise mining-related accidents, to ensure that Sibanye’s operations are in compliance with all environmental regulations and to establish policy in respect of HIV/Aids and health matters.

Membership and attendance of the Safety, Health and Sustainable Development Committee

Date

DIRECTOR 16/2 11/5 3/8 2/11

Barry Davison (Chairman) √ √ √ √

Christopher Chadwick √ √ – √ Neal Froneman √ √ √ √

Richard Menell √ √ – √

Sello Moloko √ √ √ √ Zola Skweyiya1 √ √ – –

Susan van der Merwe – √ √ √ 1 Resigned as a director on 21 May 2015

THE SOCIAL AND ETHICS COMMITTEE

This committee is responsible for discharging its statutorily imposed duties as outlined in section 72 of the Companies Act and the applicable regulations, which include monitoring Sibanye’s activities in relation to relevant legislation, other legal requirements and prevailing codes of best practice regarding:

• the social and economic development;

• good corporate citizenship;

• the environment, health and public safety and the impact on Sibanye’s activities, products and services;

• consumer relations; and

• labour and employment legislation.

The Social and Ethics Committee must bring any matters relating to this monitoring to the attention of the Board and report to shareholders at the AGM. The Board seeks the assistance of the Social and Ethics Committee in ensuring that Sibanye complies with best practice recommendations in respect of social and ethical management.



Membership and attendance of the Social and Ethics Committee Date DIRECTOR 16/2 11/5 4/8 2/11 Jerry Vilakazi (Chairman) √ √ √ √ Robert Chan1 – – √ √ Timothy Cumming √ √ √ √ Barry Davison √ √ √ √ Richard Menell √ √ √ √ Sello Moloko √ √ √ √ Keith Rayner √ √ √ √ 1 Appointed to this committee on 12 May 2015

EXECUTIVE DIRECTORS AND EXECUTIVE COMMITTEE

Assuming that Sibanye completes the acquisitions of Aquarius and the Rustenburg Operations, Sibanye intends to restructure its operations into two operating divisions, being a gold and uranium operation (division) and a platinum operation (division) each of which would be managed by a divisional CEO with a supporting executive management team. Should Sibanye expand into other commodities, similar divisional structures will be implemented. With effect from 1 January 2016 the membership of Sibanye’s Executive Committee is as follows:

Membership of the Executive Committee1 Neal Froneman (CEO) Wayne Robinson Charl Keyter (CFO) Richard Stewart Hartley Dikgale Robert van Niekerk Dawie Mostert John Wallington2 1 Prior to the reorganisation of Sibanye’s Executive Committee, Shadwick Bessit, Cain Farrel, Nash Lutchman, Adam Mutshinya, Thabisile Phumo,

Peter Turner and James Wellsted were prescribed officers and members of Sibanye’s Executive Committee. Dick Plaistowe retired on 30 September 2015.

2 Appointed on 1 February 2016.

Sibanye’s Executive Committee meets on a regular basis to discuss and make decisions on the strategic and operating issues facing Sibanye.

CORPORATE GOVERNANCE Sibanye’s corporate governance practices are regulated by the JSE Listings Requirements. The following is a summary of the significant ways in which South Africa’s corporate governance standards and Sibanye’s corporate governance practices differ from those followed by domestic companies under the NYSE Listing Standards.

The NYSE Listing Standards require that the non-management directors of US listed companies meet at regularly scheduled executive sessions without management. The JSE Listing Requirements do not require such meetings of listed company non-executive directors. Sibanye’s non-management directors meet regularly without management.

The NYSE Listing Standards require US listed companies to have a nominating/corporate governance committee composed entirely of independent directors. The JSE Listings Requirements do not require the appointment of such a committee, however if such a committee is appointed it must stipulate that all members of this committee must be non-executive directors, the majority of whom must be independent and the chair must be the chair of the Board, if independent, or must be the lead independent director, if the Board chair is not independent. Sibanye has a Nominating and Governance Committee which is currently comprised of five non-executive directors, all of whom are independent under the JSE Listings Requirements and chaired by the Chairman of Sibanye, as required by the JSE Listings Requirements.

The NYSE Listing Standards require US listed companies to have a compensation committee composed entirely of independent directors. The JSE Listings Requirements merely require the appointment of such a committee. Sibanye has appointed a Remunerations (or Compensation) Committee, currently comprised of five board members, all of whom are independent under the JSE Listings Requirements.

The NYSE Listings Standards require US listed companies to have an audit committee composed entirely of independent directors. The Companies Act requires that the Audit Committee be approved by shareholders on an annual basis at a company’s AGM. The Companies Act and the JSE Listings Requirements also require an audit committee composed entirely of independent directors. Sibanye has appointed an Audit Committee, currently comprised of four board members, all of whom are independent non-executive, as defined under the Companies Act and the JSE Listings Requirements. One of these non-executive directors is also a non-executive director of Gold Fields, the former parent of Sibanye; however, Sibanye believes he satisfies the requirements of Rule 10A-3 under the US Securities Exchange Act of 1934 and applicable NYSE Listing Standards.

REPORT OF THE AUDIT COMMITTEE


The Audit Committee has formal terms of reference which are updated on an annual basis. The Board is satisfied that the Audit Committee has complied with these terms, and with its legal and regulatory responsibilities as set out in the Companies Act, King III and the JSE Listings Requirements.

The Audit Committee consisted of four independent non-executive directors throughout the financial year. For membership and attendance at meetings, see Annual Financial Report–Accountability–Corporate governance report–Board committees–The Audit Committee.

The Board believes that the members collectively possess the knowledge and experience to supervise Sibanye’s financial management, internal and external auditors, the quality of Sibanye’s financial controls, the preparation and evaluation of Sibanye’s consolidated financial statements and Sibanye’s financial reporting.

The Board has established and maintains internal controls and procedures, which are reviewed on a regular basis. These are designed to manage the risk of business failures and to provide reasonable assurance against such failures. However, this is not a guarantee that such risks are eliminated.

It is the duty of the Audit Committee, inter alia, to monitor and review:

• the effectiveness of the internal audit function; findings and the appointment of external auditors; reports of both internal and external auditors;

• evaluation of the performance of the CFO;

• the governance of information technology (IT) and the effectiveness of the Group’s information systems;

• interim and annual financial and operating reports, the consolidated annual financial statements and all other widely distributed financial documents;

• the Form 20-F filing with the SEC;

• accounting policies of the Group and proposed revisions;

• compliance with applicable legislation, requirements of appropriate regulatory authorities and the Group’s Code of Ethics;

• the integrity of the annual financial report and associated reports (by ensuring that its content is reliable and recommending it to the Board for approval); and

• policies and procedures for preventing and detecting fraud.

Internal and external auditors have unrestricted access to the Audit Committee, the Audit Committee Chairman and the Chairman of the Board, ensuring that auditors are able to maintain their independence. Both the internal and external auditors report at Audit Committee meetings. The Audit Committee also meets with both internal and external auditors separately without other invitees being present. Management may attend the Audit Committee meetings by invitation.

The Audit Committee is responsible for recommending the appointment of an independent firm of external auditors to the Board who will in turn recommend the appointment to the shareholders.

The Audit Committee is also responsible for determining that the designated appointee has the necessary independence, experience, qualifications and skills, and that audit and other fees are reviewed and approved.

The Audit Committee has reviewed and assessed the independence of the external auditor, and has confirmed in writing that the criteria for independence, as set out in the rules of the Independent Regulatory Board for Auditors and international bodies, have been followed. The Audit Committee is satisfied that KPMG Inc is independent of the Group. The following table sets forth the aggregate audit and audit-related fees, tax fees and all other fees billed by our external auditors (KPMG Inc) for each of the 2015, 2014 and 2013 years:

Rand million except as otherwise stated 2015 2014 2013Audit fees1 19.0 16.1 12.7 Audit-related fees2 3.0 1.2 1.2 Tax fees3 0.2 – 0.2 All other fees4 0.8 – – Total 23.0 17.3 14.1 1 Audit fees consist of fees billed for the annual audit of Sibanye’s consolidated financial statements, audit of the Group’s internal controls over

financial reporting in accordance with section 404 of the Sarbanes-Oxley Act and the audit of statutory financial statements of the Company’s subsidiaries, including fees billed for assurance and related services that are reasonably related to the performance of the audit or reviews of the Company’s financial statements that are services that only an external auditor can reasonably provide.

2 Audit-related fees include consist of the review of documents filed with regulatory authorities, consultations concerning financial accounting and reporting standards, review of security controls and operational effectiveness of systems, and due diligence related to acquisitions.

3 Tax fees include fees billed for tax compliance, tax advice, tax planning and other tax-related services. 4 All other fees consists of fees for all other services not included under audit fees, audit related fees or tax fees.

The Audit Committee determines the nature and extent of non-audit services that the firm can provide and pre-approves all permitted non-audit assignments by the Group’s independent auditor. In accordance with the SEC rules regarding auditor independence, the

REPORT OF THE AUDIT COMMITTEE continued


Audit Committee has established policies and procedures for audit and non-audit services provided by an independent auditor. The rules apply to Sibanye and its consolidated subsidiaries engaging any accounting firms for audit services and the auditor who audits the accounts filed with the SEC (the external auditor) for permissible non-audit services. When engaging the external auditor for permissible non-audit services (audit related services, tax services, and all other services), pre-approval is obtained prior to the commencement of the services.

The Audit Committee approves the annual audit plan presented by the external auditors and monitors progress against the plan. The audit plan provides the Audit Committee with the necessary assurance on risk management, internal control environments and IT governance. The Audit Committee recommends that KPMG Inc is reappointed for the 2016 financial year with Jacques Erasmus as the Group audit engagement partner.

The Audit Committee has satisfied itself that both KPMG Inc and Jacques Erasmus are accredited in terms of the JSE Listings Requirements.

The internal control systems of the Group are monitored by internal auditors who report their findings and recommendations to the Audit Committee and to senior management. The Audit Committee determines the purpose, authority and responsibility of the internal audit function (Internal Audit) in an Internal Audit Charter. The internal audit function is headed by the Vice President: Internal Audit, who may be appointed or dismissed by the Audit Committee. The Audit Committee is satisfied that the incumbent Vice President: Internal Audit has the requisite skills and experience and that she is supported by a sufficient staff complement with appropriate skills and training.

Sibanye’s Internal Audit operates in accordance with the International Standards for the Professional Practice of Internal Auditing as prescribed by the Institute of Internal Auditors. The internal audit activities carried out during the year were identified through a combination of the Sibanye Risk Management framework and the risk-based methodologies adopted by Internal Audit. The Audit Committee approves the annual internal audit assurance plan presented by Internal Audit and monitors progress against the plan.

Internal Audit reports deficiencies to the Audit Committee every quarter together with recommended remedial actions, which are then followed up. Internal Audit provided the Audit Committee with a written report, which assessed as adequate the internal controls over financial reporting, IT governance and the risk management process during 2015.

The Audit Committee is responsible for IT governance on behalf of the Board and reviews the report of the IT Senior Manager at each meeting.

The Audit Committee evaluated the expertise and performance of the CFO during 2015. It is satisfied that he has the appropriate expertise and experience to carry out his duties as the CFO of the Group, and is supported by qualified and competent senior staff.

AUDIT COMMITTEE STATEMENT Based on information from, and discussions with, management and external auditors, the Audit Committee has no reason to believe that there were any material breakdowns in the design and operating effectiveness of internal financial controls during the year and that the financial records may be relied upon as the basis for preparation of the consolidated financial statements.

The Audit Committee has considered and discussed this annual financial report and associated reports with both management and the external auditors.

During this process, the Audit Committee:

• evaluated significant judgements and reporting decisions;

• determined that the going-concern basis of reporting is appropriate;

• evaluated the material factors and risks that could impact on the annual financial report and associated reports;

• evaluated the completeness of the financial and sustainability discussion and disclosures; and

• discussed the treatment of significant and unusual transactions with management and the external auditors.

The Audit Committee considers that the annual financial report complies in all material respects with the statutory requirements of the various regulations governing disclosure and reporting of the consolidated annual financial statements and that the consolidated financial statements comply in all material respects with IFRS, the SAICA Financial Reporting Guides issued by the Accounting Practices Committee and Financial Reporting Pronouncements issued by the Financial Reporting Standards Council, as well as the requirements of the Companies Act and the JSE Listings Requirements. The Audit Committee has recommended to the Board that the consolidated annual financial statements be adopted and approved by the Board.

Keith Rayner CA(SA)

Chairman: Audit Committee

18 March 2016

DIRECTORS’ REPORT


FOR THE YEAR ENDED 31 DECEMBER 2015 The directors have pleasure in submitting this report and the consolidated annual financial statements of Sibanye for the year ended 31 December 2015.

PROFILE

BUSINESS OF THE GROUP

Sibanye is a producer of gold and a major holder of gold resources and reserves in South Africa. The Group is primarily involved in underground and surface gold-mining and related activities, including extraction, and processing. All of the Group’s operations are located in South Africa. At 31 December 2015, Sibanye held gold mineral reserves of 31.0Moz (2014: 28.4Moz) and uranium mineral reserves of 113.8Mlb (2014: 102.5Mlb).

REVIEW OF OPERATIONS For a review of Sibanye’s operations, see Annual Financial Report–Overview–Management’s discussion and analysis of the financial statements–2015 financial performance compared with 2014 and 2013.

FINANCIAL RESULTS The information on the financial position of the Group for the year ended 31 December 2015 is set out in the consolidated financial statements including the notes, which appear elsewhere in this annual financial report. The income statement for the Group shows a profit of R538 million for the year ended 31 December 2015 compared with R1,507 million in 2014.

DIRECTORATE

COMPOSITION OF THE BOARD

On 12 May 2015, Jiyu Yuan was appointed as a non-executive director. He is eligible and available for election. On 21 May 2015, Zola Skweyiya resigned as a non-executive director.

For the membership of the Board and its sub-committees, see Annual Financial Report–Accountability–Corporate governance report–Board committees.

DIRECTORS’ AND OFFICERS’ DISCLOSURE OF INTERESTS IN CONTRACTS

As of the date of this report, none of the directors, officers or major shareholders of Sibanye or, to the knowledge of Sibanye’s management, their families, had any interest, direct or indirect, in any transaction during the last fiscal year or in any proposed transaction which has affected or will materially affect Sibanye or its investment interests or subsidiaries, other than as stated elsewhere in the annual financial report. None of the directors or officers of Sibanye or any associate of such director or officer is currently or has been at any time during the past fiscal year materially indebted to Sibanye.

For related party information, see Annual Financial Report–Annual financial statements–Notes to the consolidated financial statements–Note 34: Related-party transactions.

ROTATION OF DIRECTORS

Directors retiring in terms of the Company’s MOI are Barry Davison, Neal Froneman, Nkosemntu Nika, Susan van der Merwe and Jiyu Yuan.

All the directors are eligible and offer themselves for re-election.

The directors of various subsidiaries of the Company comprise some of the executive officers and one of the executive directors, where appropriate.

DIRECTORS’ REPORT continued


FINANCIAL AFFAIRS

DIVIDEND POLICY

Sibanye‘s dividend policy is to return at least 25% to 35% of normalised earnings to shareholders and after due consideration of future requirements the dividend may be increased beyond these levels. Normalised earnings are defined as profit for the year excluding gains and losses on foreign exchange differences and financial instruments, non-recurring items, and share of results of equity-accounted investees after tax.

For the year under review, the Group paid a total dividend of R658 million compared with R1,005 million in 2014.

On 24 February 2016 a final dividend in respect of the six months ended 31 December 2015 of 90 SA cents per share was approved by the Board, resulting in a total dividend of 100 SA cents per share for the year ended 31 December 2015.

BORROWING POWERS

In terms of Clause 4 of the Company’s MOI, the borrowing powers of the Company are unlimited. As at 31 December 2015, the borrowings of the Company and the Group, excluding the Burnstone Debt, was R1,962 million (2014: R1,980 million) and R1,995 million (2014: R2,036 million), respectively, see Annual Financial Report–Notes to the consolidated financial statements–Note 23: Borrowings.

Sibanye is subject to financial and other covenants and restrictions under its credit facilities from time to time. Such covenants may include restrictions on Sibanye incurring additional financial indebtedness and obligations to maintain certain financial covenant ratios for as long as any amount is outstanding under such facilities.

SIGNIFICANT ANNOUNCEMENTS 2 February 2015: Sibanye advised shareholders that the Company had successfully completed the Cooke 4 Section 189 consultation process and that an agreement was reached with employees and organised labour on 12 November 2014.

6 February 2015: Sibanye reported that on 5 February 2015, a conflict between members of the Association of Mineworkers and Construction Union (AMCU) and the National Union of Mineworkers (NUM) at Beatrix resulted in injuries to 9 employees.

10 February 2015: Sibanye advised that it had reached formal agreement with all representative unions at Beatrix, resulting in commitment from the unions to ensuring peaceful co-existence and hence a safe working environment.

11 March 2015: Sibanye confirmed the arrest of 11 employees following investigation of the inter-union conflict at Beatrix. The South African Police Service and Sibanye Gold Protection Services have concluded a joint investigation into the inter-union conflict at Beatrix which took place on 5 February 2015.

20 April 2015: Sibanye reports that the Competition Tribunal has ordered that the Notice of Apparent Breach issued against Sibanye by the Competition Commission on 11 November 2014 be set aside.

29 April 2015: Sibanye informed shareholders that the Group has been released as guarantor by the noteholders of Gold Fields Limited’s US$1 billion bond issued 30 September 2010 by a subsidiary of Gold Fields Limited.

31 August 2015: Sibanye announced the successful conclusion of a US$300 million revolving credit facility which was concluded on 20 August 2015.

2 September 2015: Sibanye confirmed that during the day shift on 1 September 2015, approximately 1,200 of its employees elected to remain underground at its Masakhane shaft, Driefontein Operations.

9 September 2015: Sibanye announced the proposed acquisition of the Rustenburg Mining and Concentrating Operations from Anglo American Platinum for an upfront consideration of R1.5 billion in cash or shares and a deferred consideration equal to 35% of the distributable free cash flows generated by the Rustenburg Operations over a six year period, subject to a minimum nominal payment of R3 billion. For additional information of the proposed acquisition of the Rustenburg Operations, see Annual Financial Report–Overview–Management’s discussion and analysis of the financial statements–Factors affecting Sibanye’s performance–Acquisitions–Platinum acquisitions.

2 October 2015: Sibanye advised shareholders that NUM, Solidarity and UASA have accepted the offers made by fellow gold producers AngloGold Ashanti and Harmony. AMCU had unfortunately rejected all of the companies’ offers and obtained a certificate of non-resolution from the CCMA.

6 October 2015: Sibanye announced the proposed acquisition of Aquarius by way of a cash offer of US$0.195 per share (R2.66 per share) (translated using the rate at 5 October 2015 of R13.63/US$) valuing Aquarius at US$294 million (R4 billion) for the entire issued share capital of Aquarius. For additional information of the proposed acquisition of Aquarius, see Annual Financial Report–Overview–Management’s discussion and analysis of the financial statements–Factors affecting Sibanye’s performance–Acquisitions–Platinum acquisitions.



30 November 2015: Sibanye provided shareholders with an update on progress towards finalising the acquisitions of the Rustenburg Operations and Aquarius, which were announced on 9 September 2015 and 6 October 2015, respectively.

GOING CONCERN The consolidated financial statements have been prepared using appropriate accounting policies, supported by reasonable judgements and estimates. The directors believe that the Group has adequate resources to continue as a going concern for the foreseeable future.

For further details on the Group’s liquidity position at 31 December 2015, see Annual Financial Report–Notes to the consolidated financial statements–Note 36: Liquidity.

SPECIAL RESOLUTIONS PASSED BY SUBSIDIARY COMPANIES The following special resolutions were passed by subsidiary companies during the year ended 31 December 2015:

1. SPECIAL RESOLUTION PASSED BY WEST DRIEFONTEIN GOLD MINING COMPANY PROPRIETARY LIMITED, WITWATERSRAND CONSOLIDATED GOLD RESOURCES PROPRIETARY LIMITED AND WITWATERSRAND DEEP INVESTMENTS PROPRIETARY LIMITED

Special resolution passed by the sole shareholder of the subsidiary companies listed below, in terms of sections 16(1) and 16(5)(a) of the Companies Act that the directors of the Company propose to the shareholder of the company that the existing MOI of the company, that is, the memorandum and articles of association of the company, be replaced in its entirety by a new MOI.

• West Driefontein Gold Mining Company Proprietary Limited;

• Witwatersrand Consolidated Gold Resources Proprietary Limited; and

• Witwatersrand Deep Investments Proprietary Limited.

2. SPECIAL RESOLUTION PASSED BY VARIOUS SUBSIDIARY COMPANIES

Special resolution passed by the sole shareholder of the subsidiary companies listed below, approving that the directors of the company may at any time and from time to time during the two years from the passing hereof authorise the company in terms of and subject to the provisions of section 45(3)(b) of the Companies Act, to provide any type of direct or indirect financial assistance as defined in section 45(1) of the Companies Act, to any company or corporation that is related or inter-related to the company, on such terms and conditions and for such amounts as the directors may determine.

• Agrihold Proprietary Limited;

• Golden Hytec Farming Proprietary Limited;

• Golden Oils Proprietary Limited;

• K2013164354 Proprietary Limited;

• M Janse van Rensburg Proprietary Limited;

• Milen Mining Proprietary Limited;

• Sibanye Gold Academy Proprietary Limited;

• Sibanye Gold Nursing College Proprietary Limited;

• Sibanye Gold Protection Services Limited;

• Sibanye Gold Shared Services Proprietary Limited;

• West Driefontein Gold Mining Company Proprietary Limited;

• Witwatersrand Consolidated Gold Resources Proprietary Limited;

• Witwatersrand Deep Investments Proprietary Limited;

• Ezulwini Mining Company Proprietary Limited;

• Rand Uranium Proprietary Limited;

• St Helena Hospital Proprietary Limited;

• Sibanye Gold Eastern Operations Proprietary Limited; and

• Puma Gold Proprietary Limited.



3. SPECIAL RESOLUTION PASSED BY VARIOUS SUBSIDIARY COMPANIES

Special resolution passed by the majority shareholder of the subsidiary companies listed below, approving that the directors of the company may at any time and from time to time during the two years from the passing hereof authorise the company, in terms of and subject to the provisions of section 45(3)(b) of the Companies Act, to provide any type of direct or indirect financial assistance as defined in section 45(1) of the Companies Act, to any company or corporation that is related or inter-related to the company, on such terms and conditions and for such amounts as the directors may determine.

• Bushbuck Ventures Proprietary Limited;

• Living Gold Proprietary Limited;

• Newshelf 1114 Proprietary Limited; and

• Oryx Ventures Proprietary Limited.

LITIGATION The Group provides occupational healthcare services to its employees through its existing facilities at the various operations. There is a risk that the cost of providing such services could increase in future, depending upon changes in the nature of underlying legislation and the profile of employees. Any such increased cost cannot be quantified. The costs are however also mitigated by advances in technology relating to occupational health. The Group is monitoring developments in this regard.

The principal health risks associated with Sibanye's mining operations in South Africa arise from occupational exposure to silica dust, noise, heat and certain hazardous chemicals. The most significant occupational diseases affecting Sibanye's workforce include lung diseases (such as silicosis, tuberculosis, a combination of the two and chronic obstructive airways disease, as well as noise induced hearing loss). The Occupational Diseases in Mines and Works Act, 78 of 1973, (ODMWA), governs the compensation paid to mining employees who contract certain illnesses, such as silicosis. The South African Constitutional Court has ruled that a claim for compensation under ODMWA does not prevent an employee from seeking compensation from its employer in a civil action under common law (either as individuals or as a class). While issues, such as negligence and causation, need to be proved on a case-by-case basis, it is possible that such ruling could expose Sibanye to individual or class action claims related to occupational hazards and diseases (including silicosis). If Sibanye were to face a significant number of such claims and the claims were suitably established against it, the payments of compensation for the claims could have a material adverse effect on Sibanye’s results of operations and financial position. In addition, Sibanye may incur significant additional costs arising out of these issues, including costs relating to the payment of fees, levies or other contributions in respect of compensatory or other funds established (if any), and expenditures arising out of its efforts to resolve any outstanding claims or other potential action.

On 21 August 2012, a court application was served on a group of respondents that included Sibanye (the August Respondents). On 21 December 2012, a further court application was issued and was formally served on a number of respondents, including Sibanye (the December Respondents) and, again on 10 January 2013, both the August Respondents and the December Respondents (together the Respondents), on behalf of current and former mine workers, and their dependants, of, amongst others, Sibanye, and who allegedly contracted silicosis and/or other occupational lung diseases (OLD) (the Class). The court application of 21 August 2012 and 21 December 2012 are together referred to below as the Applications.

Sibanye filed a notice of its intention to oppose the Applications and its attorneys to defend the claims.

These Applications requested that the court,

1. As a first phase, certify a class action to be instituted by the applicants on behalf of the Class, as defined.

2. As a second phase to possibly split the Class, as defined into smaller classes based on common legal and factual issues. The Respondents are of the view that the definition of the class in the first phase and the proposed process involving the second phase are contrary to South African legal precedent.

3. In the last phase, bring an action wherein they will attempt to hold the Respondents liable for silicosis and other OLD and resultant consequences.

The Applications do not identify the number of claims that may be instituted against the Respondents or the quantum of damages that the applicants may seek.

The Applications were heard during the weeks of 12 and 19 October 2015. Judgement is expected to be handed down in the next few months. Anglo American South Africa, AngloGold Ashanti, Gold Fields, Harmony and Sibanye announced in November 2014 that they have formed a gold mining industry working group to address issues relating to the compensation and medical care for OLD in the gold mining industry in South Africa. Essentially, the companies are seeking a comprehensive and sustainable solution which deals both with the legacy compensation issues and future legal frameworks and which, while being fair to employees, also ensures the future sustainability of companies in the industry.

The companies have engaged all stakeholders on these matters, including government, organised labour, other mining companies and legal representatives of claimants who have filed legal suits against the companies. These legal proceedings are being defended.

At this stage, Sibanye can neither quantify the potential liability from the action as the Application is currently for certification of a class (and possibly, subsequent classes) nor can the length of time until finalisation be estimated.



ADMINISTRATION Cain Farrel was appointed Company Secretary of Sibanye with effect from 1 January 2013.

With effect from 11 February 2013, Computershare Investor Services Proprietary Limited became the Company’s South African transfer secretaries and Capita Asset Services became the United Kingdom registrars of the Company.

AUDITORS The Audit Committee has recommended to the Board that KPMG Inc continues in office in accordance with section 90(1) of the Companies Act and in terms of the JSE Listings Requirements. Jacques Erasmus is KPMG’s lead audit partner, accredited by the JSE, for Sibanye.

SUBSIDIARY COMPANIES For details of major subsidiary companies in which the Company has a direct or indirect interest, see Annual Financial Report–Annual financial statements–Notes to the consolidated financial statements–Note 1: Accounting policies.

SHARE CAPITAL STATEMENT


AUTHORISED AND ISSUED At the shareholder’s meeting held on 21 November 2012 (Gold Fields being the sole shareholder) the Company’s authorised and issued share capital each consisting of 1,000 par value shares of R1.00 each was converted into 1,000 ordinary shares with no par value. The authorised share capital was increased by the creation of a further 999,999,000 ordinary no par value shares, each ranking pari passu in all respects with the existing no par value shares in the Company’s share capital so as to result in the Company’s authorised share capital being 1,000,000,000 ordinary no par value shares. As at 31 December 2012 the authorised share capital was 1,000,000,000 ordinary no par value shares and the issued share capital was 1,000 ordinary no par value shares.

On 1 February 2013, prior to the unbundling of Sibanye from Gold Fields on 18 February 2013, Gold Fields subscribed for a further 731,647,614 shares in Sibanye for R17,246 million.

As of 31 December 2014 the authorised share capital was 1,000,000,000 ordinary no par value shares and issued share capital was 898,840,196 ordinary no par value shares.

During 2015, the Company issued 17,300,356 shares as part of the SGL Share Plan.

As at 31 December 2015, the authorised share capital was 2,000,000,000 ordinary no par value shares and the issued and listed share capital was 916,140,552 ordinary no par value shares.

In terms of the general authority granted at the shareholder’s meeting on 12 May 2015, the authorised but unissued ordinary share capital of the Company representing not more than 5% of the issued share capital of the Company as at 31 December 2014, after setting aside so many ordinary shares as may be required to be allotted and issued pursuant to the share incentive scheme, was placed under the control of the directors.

This authority expires at the next AGM where shareholders will be asked to place under the control of the directors the authorised but unissued ordinary share capital of the Company representing not more than 5% of the issued share capital of the Company from time to time.

REPURCHASE OF SHARES The Company has not exercised the general authority granted to buy back shares from its issued ordinary share capital granted at the shareholders’ meeting held on 12 May 2015.

At the next AGM, shareholders will be asked to approve the general authority for the acquisition by the Company, or a subsidiary of the Company, of its own shares.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


THE BOARD OF DIRECTORS AND STOCKHOLDERS

SIBANYE GOLD LIMITED

We have audited the accompanying consolidated statements of financial position of Sibanye Gold Limited (Sibanye) and its subsidiaries as at 31 December 2015, 2014 and 2013, the related consolidated income statements and the consolidated statements of changes in equity, and cash flows for each of the years in the three-year period ended 31 December 2015, and the information in the remuneration report as set out on pages 118 to 178. We also have audited Sibanye’s internal control over financial reporting as of 31 December 2015, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Sibanye’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Report on Internal Control over Financial Reporting”. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on Sibanye’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Sibanye; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Sibanye are being made only in accordance with authorisations of management and directors of Sibanye; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of Sibanye’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Sibanye and subsidiaries as of 31 December 2015, 2014 and 2013, and the results of their operations and their cash flows for each of the years in the three-year period ended 31 December 2015, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, Sibanye maintained, in all material respects, effective internal control over financial reporting as of 31 December 2015, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

/s/ KPMG Inc.

Johannesburg, South Africa

18 March 2016

REMUNERATION REPORT


It is the Remuneration Committee’s role and responsibility to ensure that the remuneration arrangements for executive directors and senior executives offer an incentive to enhance the Group’s performance and deliver responsibly on the Group’s strategy. The Remuneration Committee also needs to ensure that the actual rewards received by the executive directors are proportionate to levels of performance achieved and the returns received by shareholders. The Remuneration Committee gives full consideration to the Group’s priorities, its performance and shareholder interests.

Sibanye believes it is important that the structure and level of remuneration and reward are reasonably consistent across the Group and appropriately competitive within the operating market. Our remuneration structures are benchmarked against our peers and we operate comprehensive performance-based reward systems to retain and also attract the best people.

All information disclosed in this Remuneration Report for the year ended 31 December 2015 was in compliance with remuneration policies set by the Remuneration Committee. The Remuneration Committee reviewed the performance measures for the Group’s incentive plans during 2015 to reposition alignment with the Group strategy.

2015 REMUNERATION POLICY The key principles of Sibanye’s remuneration policy are to:

• support the execution of the Group’s business strategy;

• provide competitive rewards to attract, motivate and retain highly skilled executives and staff;

• motivate and reinforce individual, team and business performance; and

• ensure Sibanye’s remuneration arrangements are reasonably equitable and facilitate the deployment of people across the Group’s operations.

At Sibanye, one of the critical drivers of performance is the Total Reward strategy. The Total Reward strategy is an integral part of the people strategy and promotes a holistic approach which combines all elements of cash remuneration (guaranteed and performance based) with other elements of reward (shares as well as non-financial motivators) to attract, retain and motivate employees. The principle of performance-based rewards is one of the cornerstones of the reward strategy. The reward strategy is also underpinned by sound remuneration management and governance principles which are promoted across Sibanye in order to ensure the consistent application of the strategy and its policies.

The Group’s reward strategy includes the following elements:

• guaranteed remuneration;

• benefits;

• cash bonus and (short term incentives) bonus shares; and

• performance shares (long term incentives).

REMUNERATION MIX Sibanye’s remuneration model and practices are aimed at attracting and retaining motivated, high-calibre employees and aligning their interests with the shareholders. Such alignment is achieved through an appropriate mix of guaranteed and performance-based remuneration (variable pay), which provides for differentiation between high, average and low performers. The mix of guaranteed pay and variable pay differs according to the level of the employee within the Group. Typically, more senior employees’ remuneration will consist of a higher portion of variable pay as a percentage of their total remuneration.

The following remuneration mix for the period under review was approved by the Remuneration Committee.

Role Total Guaranteed

pay Cash

bonus Bonus shares

Performanceshares

CEO 100% 36% 24% 16% 24%CFO 100% 39% 23% 15% 23%SVP 100% 43% 21.5% 14% 21.5%

GUARANTEED REMUNERATION Sibanye endeavours to reward its people fairly and consistently according to their role and individual contribution to the Group. To achieve reasonable external parity and a competitive total remuneration position, Sibanye surveys the relevant data on comparable pay practices regularly. The Committee also pays attention to the matter of internal parity of pay differentials across executives and role types within the company.

The benchmark for guaranteed remuneration is the market median level per category within the relevant gold mining companies and other comparable mining companies together with consideration of internal parity comparisons.

REMUNERATION REPORT continued


Guaranteed remuneration levels are reviewed annually by the Remuneration Committee, taking into account the Group’s performance, change in responsibility, levels of remuneration increases based on market trends and inflation. The Remuneration Committee also considers the impact of any guaranteed remuneration increase on the total remuneration package.

ANNUAL BONUS Executive directors are able to earn bonuses of 60% (for the CFO) and 65% (for the CEO) of their guaranteed pay for on-target performance, which is a determined by a combination of Group and individual performance outcomes. The annual bonus could increase above 60% and 65% if stretch targets are achieved whereby the maximum variable pay potential is capped at two times the on-target bonus percentage.

The targets for annual bonus are set by the Remuneration Committee. In the case of the CEO and CFO, 90% of the annual bonus is based on Group objectives and the remaining 10% on individual objectives.

In 2015 annual bonuses were based on targets approved in advance by the Remuneration Committee, comprising a combination of Group and Operational objectives taking account of the Group’s business plans. For the year ended 31 December 2015, the Group performance measures for the senior executives were set by the Remuneration Committee and the weightings were as follows:

• Safety 20%;

• Volume 20%;

• Cost 25%; and

• Quality (Grade) 35%.

Aside from these four key performance indicators, the CEO and CFO were also assessed on individual objectives. There are set every year for each executive director based on key performance areas and are approved at the beginning of each year by the Remuneration Committee. The individual objectives are typically centred on three themes: Operational Excellence, Growing Sibanye and Securing Sibanye’s Future.

For the year ended 31 December 2015, the Group performance measures for executive directors and senior executives were:

Weight AchievedCorporate performance 2015 % Actual Target % Safety Reduce FIFR 10 0.065 0.090 200%

Reduce LTIFR 5 6.74 5.27 0%

Reduce SIFR 5 4.68 3.15 0%

Volume Primary on-reef development (m) 10 19,543 19,222 133%Primary off-reef development (m) 10 48,581 47,246 157%

Cost Cost of ore milled – R/ton (underground) 25 1,740 1,771 135%Quality Grade and quality – gold produced (kg)1 35 48,638 52,000 57%

100 103%1 The organisational performance is based on allowance for 710kg gold production at Kloof that was lost due to three fires that are considered to be

events outside direct management control as well as 152kg of gold that was lost at our surface operations across Beatrix, Driefontein and Kloof due to the need to reduce electricity consumption in response to load curtailment requirements imposed by Eskom.

In turn, the CEO develops specific individual objectives with his own direct reports at the beginning of each year. These objectives are then reviewed with the Remuneration Committee and form the basis upon which the other executives’ performance, together with the Operational performance outcomes, will be reviewed at the end of the year.



Based on the bonuses determined for each executive for the year ended 31 December 2015, the annual bonus as a percentage of guaranteed pay paid to executive directors and prescribed officers of Sibanye in February 2016 was:

Name

2015 Annual Incentive as

Percentage of Guaranteed

Pay Executive directors

Neal Froneman 70.8%

Charl Keyter 64.1%Prescribed officers

Shadwick Bessit 52.4%

Hartley Dikgale 52.4%Cain Farrel 41.9%

Nash Lutchman 52.4%

Dawie Mostert 53.2%

Adam Mutshinya 52.2%Thabisile Phumo1 52.7%

Dick Plaistowe2 51.2%

Wayne Robinson 52.7%Richard Stewart 53.7%

Peter Turner 52.7%

Robert van Niekerk 52.9%James Wellsted 52.7%

1 Appointed as a prescribed officer on 1 June 2015 2 Retired as a prescribed officer on 30 September 2015

SCHEDULES OF FEES AND REMUNERATION The tables below set out the various fees, remuneration and equity ownership of executives and non-executives directors.

DIRECTORS’ FEES

In terms of the MOI, the fees for services as non-executive directors are determined by the Company’s shareholders at a general meeting. The current applicable schedule of fees, effective from 1st June 2015 is set out below.

Per annum

The Chair of the Board R1,575,000The Chair of the Audit Committee R301,350The Chairs of the Nominating and Governance Committee, Remuneration Committee, Social and Ethics Committee, Risk

Committee and Safety, Health and Sustainable Development Committee (excluding the Chairman of the Board) R185,850Members of the Board (excluding the Chairman of the Board) R832,650Members of the Audit Committee (excluding the Chairman of the Board) R156,450The Chairs of the Nominating and Governance Committee, Remuneration Committee, Social and Ethics Committee, Risk

Committee and Safety, Health and Sustainable Development Committee (excluding the Chairman of the Board) R117,600



NON-EXECUTIVE DIRECTORS’ FEES, EXECUTIVE DIRECTORS AND PRESCRIBED OFFICERS’ REMUNERATION

The directors and prescribed officers of Sibanye were paid the following remuneration during the year ended 31 December 2015:

Directors’ fees

(R’000)

Committee fees

(R’000) Salary

(R’000)

Annualbonus

accruedfor theperiod

ended 31December2015 paid

in 2016(R’000)

Sharesproceeds

anddividendson Bonus

Shares(R’000)

Pensionscheme

totalcontributions

(R’000)

Expense allowance

(R’000)

For the period

ended 31 December

2015 (R’000)

For theperiod

ended 31December

2014(R’000)

Executive directors

Neal Froneman – – 7,136 5,660 6,165 793 132 19,886 12,868Charl Keyter – – 3,861 2,896 5,736 549 77 13,119 7,427Prescribed officers

Shadwick Bessit – – 3,278 2,012 5,122 571 – 10,983 6,029

Hartley Dikgale – – 2,569 1,409 1,223 167 – 5,368 3,926

Cain Farrel – – 1,815 938 3,078 404 – 6,235 3,880Nash Lutchman – – 2,016 1,184 2,829 280 – 6,309 3,237

Dawie Mostert – – 2,501 1,573 1,461 439 – 5,974 4,170Adam Mutshinya – – 2,271 1,398 878 399 – 4,946 4,570

Thabisile Phumo1 – – 1,306 749 133 124 – 2,312 –

Dick Plaistowe2 – – 3,016 1,123 876 – – 5,015 2,842Wayne Robinson – – 3,584 1,962 357 277 – 6,180 3,636

Marius Saaiman3 – – 824 – – 70 – 894 4,130Richard Stewart – – 2,876 1,671 296 309 – 5,152 3,003

Peter Turner – – 5,231 3,212 17,334 908 – 26,685 13,541

Robert van Niekerk – – 3,633 2,119 9,585 397 – 15,734 9,126James Wellsted – – 2,473 1,541 412 435 – 4,861 4,282Non-executive

directors

Robert Chan 816 231 – – – – – 1,047 553Chris Chadwick 816 231 – – – – – 1,047 633

Timothy Cumming 816 413 – – – – 49 1,278 1,190

Barry Davison 816 528 – – – – 43 1,387 1,255

Richard Menell 816 681 – – – – 38 1,535 1,351Sello Moloko 1,544 – – – – – – 1,544 1,539

Nkosemntu Nika 816 384 – – – – – 1,200 1,115

Keith Rayner 816 604 – – – – – 1,420 1,253

Zola Skweyiya4 330 93 – – – – – 423 931Susan van der Merwe 816 269 – – – – – 1,085 1,054Jerry Vilakazi 816 297 – – – – – 1,113 1,082

Jiyu Yuan5 529 75 – – – – – 604 –

Total 9,747 3,806 48,390 29,447 55,485 6,122 339 153,336 98,6231 Appointed as a prescribed officer on 1 June 2015 2 Retired on 30 September 2015 3 Resigned on 31 March 2015 4 Resigned as a non-executive director on 21 May 2015. 5 Appointed as a non-executive director on 12 May 2015



DIRECTORS AND PRESCRIBED OFFICERS’ EQUITY-SETTLED INSTRUMENTS

The directors and prescribed officers of Sibanye held the following Sibanye equity-settled instruments at 31 December 2015:

Equity-settled instruments

at 31 December

2014

Equity-settledinstruments

grantedduring

the year


forfeitedduring

the yearEquity-settled instruments exercised during the year


at 31December

2015

Number Number Number NumberAverage

price

Share proceeds in Rands Number

Executive directors Neal Froneman 2,392,055 461,109 – 273,732 21.44 5,962,328 2,579,432

Charl Keyter 759,740 210,099 – 261,813 21.26 5,580,540 708,026

Prescribed officers Shadwick Bessit 552,204 137,150 – 246,902 20.67 5,042,051 442,452

Hartley Dikgale 249,767 96,039 – 51,642 23.07 1,182,799 294,164

Cain Farrel 347,079 63,862 – 142,002 21.06 2,996,846 268,939

Nash Lutchman 251,424 78,549 – 126,404 22.36 2.753.683 203,569

Dawie Mostert 273,450 118,469 – 69,234 20.40 1,410,750 322,685

Adam Mutshinya 437,872 95,549 3,133 38,632 20.29 77,215 491,656

Thabisile Phumo1 87,327 23,301 – 5,374 23.45 126,020 105,254

Dick Plaistowe2 37,207 86,881 80,599 43,489 19.78 859,971 -

Wayne Robinson 47,296 126,259 – 16,525 20.41 337,219 157,030

Marius Saaiman3 73,457 – 73,457 – – – -

Richard Stewart 39,339 293,979 – 13,950 20.00 279,000 319,368

Peter Turner 1,279,412 239,526 – 748,386 22.71 16,895,049 770,552

Robert van Niekerk 873,179 160,408 – 456,631 20.39 9,325,944 576,956

James Wellsted 333,427 117,002 – 15,790 22.52 355,605 434,6391 Appointed as a prescribed officer on 1 June 2015 ( and at 31 May 2015 the opening balance of equity-settled instruments was 87,327) 2 Retired on 30 September 2015 3 Resigned on 31 March 2015

SHARE OWNERSHIP OF DIRECTORS AND PRESCRIBED OFFICERS

The following sets forth, to the knowledge of Sibanye’s management, the total amount of ordinary shares of Sibanye directly or indirectly owned by the directors, prescribed officers, and their associates as at 31 December 2015:

Ordinary shares Holder 2015 2014Executive directors Neal Froneman1 164,832 -Charl Keyter2 227,898 78,404Prescribed officers

Cain Farrel1 120,031 37,772

Peter Turner3 614,302 448,135James Wellsted4 42,416 33,016Non-executive directors

Chris Chadwick1 88 88

Timothy Cumming1 100 100

Barry Davison1 500,000 -Richard Menell1 44,800 44,800

Keith Rayner5 60,000 60,0001 Share ownership at the date of this report is unchanged 2 Share ownership at the date of this report is 20,000 ordinary shares 3 Share ownership at the date of this report is 207,000 ordinary shares 4 Share ownership at the date of this report is 35,379 ordinary shares 5 Share ownership at the date of this report is 45,000 ordinary shares



REVIEW OF RULES AND TARGETS All scheme rules and targets are regularly reviewed by the Remuneration Committee to ensure they remain relevant and effective in enabling Sibanye business objectives by driving appropriate behaviours and providing retention incentives.

THE SIBANYE GOLD LIMITED 2013 SHARE PLAN Sibanye has in place a share plan for certain of its employees, the Sibanye Gold Limited 2013 Share Plan (SGL Share Plan). The SGL Share Plan comprises two parts:

• annual offers of bonus matching forfeitable shares, serving as a form of bonus deferral (part of the short term incentive awarded in addition to the cash bonus); and

• annual conditional offers of performance vesting forfeitable shares, serving as a form of share-based long-term incentive.

The SGL Share Plan is considered to provide a solid framework for short and long term (share based) incentivisation in a multi-commodity divisionalised resources company. However certain amendments to the implementation of the SGL Share Plan, prompted by shareholder feedback are to be implemented and are now disclosed.

A brief description is given of the two elements allowed for in the SGL Share Plan, together with a more detailed description of the performance share element, and its currently envisaged implementation.

BONUS SHARES

The Remuneration Committee makes an annual award of forfeitable shares to the executive directors, prescribed officers, Senior Vice Presidents (SVPs) and Vice Presidents (VPs). These are referred to as Bonus Shares. The size of this Bonus Share award depends on the individual’s annual cash bonus, which is determined by actual performance against predetermined targets.

The face value of the Bonus Share award is equal to two-thirds of the actual annual cash bonus and is allocated in the form of restricted forfeitable shares. The Bonus Shares vest in two equal parts at nine months and eighteen months after the award date. Dividends are payable on the Bonus Shares during the holding period.

PERFORMANCE SHARES

The Remuneration Committee makes an annual award of conditional shares to the executive directors, prescribed officers, SVPs and VPs. These are referred to as Performance Shares. The number of Performance Shares awarded to an employee is based on the employee’s annual guaranteed pay and their grade combined with a factor related to their assessed performance rating for the prior year and using the relevant share price calculation at the offer date.

Up until now, the actual number of Performance Shares which can vest from previous awards is determined by Sibanye’s share price performance measured against the performance of Harmony Gold Mining Company Limited and Pan African Resources plc over a performance period of three years. The number of Performance Shares which finally vest is based on the relative change in the Sibanye share price compared to the respective change in the share prices of the other two peer-group companies, with discretion allowed due to the small sample size. For any Performance Share award to be settled by executives, an internal company performance target is required to be met before the external relative measure is applied.

This threshold performance criterion for vesting of any Performance Shares is set at the achievement of at least 85% of Sibanye’s expected gold production over the three-year measurement period as set out in the business plans of Sibanye as approved by the Board. Only once this internal measure has been achieved, will the external measure (Sibanye’s share price performance measured against the abovementioned companies) be applied to determine the scale of the vesting of awards of Performance Shares.

Various concerns have been expressed by representatives of the investor community relating to the performance conditions applicable on the vesting of Performance Shares. Specifically, concerns were expressed that:

• a peer group comprising only two other companies was not sufficiently robust for the evaluation of Sibanye’s performance over the vesting period; and

• the condition of an 85% threshold as an internal target for gold produced over the three year period under which the Performance Shares would not vest was insufficiently stretching.

A review has been conducted to identify appropriate adjustments to the implementation policy that would appropriately address these concerns and provide for enhanced alignment with shareholder interests. The decisions resulting from this review and the revised policy, inter alia, are disclosed below. These will be applicable for all Performance Share awards from 1 March 2016 onwards,.

Annual conditional awards of Performance Shares will continue to be made to the executive directors, prescribed officers, SVPs and VPs, and this element will be the primary form of share-based long term incentivisation.

Performance Shares vest no earlier than the third anniversary of their award, to the extent that Sibanye has met specified performance criteria over the intervening period. Essentially the number of shares that vest will depend on the extent to which



Sibanye’s has performed over the intervening three year period relative to two particular performance criteria, Total Shareholder Return and Return on Capital Employed. These are considered to be the most widely acceptable vesting performance measures suited to aligning the outcome of long term share incentive awards with shareholders’ interests. This change will result in a possible vesting percentage ranging from 0% in the case of very poor performance to 100% vesting of the awarded Performance Shares in the event of having achieved stretched performance outcomes.

The performance criteria used to govern the vesting of Performance Shares are determined by the Remuneration Committee and communicated in award letters to participants. The following two performance conditions, applied with the indicated weightings, are to be implemented for determining the vesting of future awards effective from March 2016 onwards:

TOTAL SHAREHOLDER RETURN (TSR) – 70% WEIGHTING

Total shareholder return (TSR) will be measured against a benchmark of eight mining and resources companies, a few of which can be deemed direct competitors, but collectively they can be deemed to be an alternative investment portfolio for Sibanye’s shareholders. TSR is generally recognised as the most faithful indicator of shareholder value creation. It is used extensively internationally and increasingly in South Africa, sometimes as a single metric but most often as one of two or three weighted performance metrics. In a few cases an absolute target is set, but most often it is targeted in relation to a peer or comparator group of “like” companies. The performance curve governing vesting will be:

TOTAL SHAREHOLDER RETURN ELEMENT OF PERFORMANCE CONDITION (70%) Percentile on Peer Group Total Shareholder Return Curve % vesting

0% 0%10% 0%20% 0%30% 5%40% 20%50% 35%60% 55%70% 75%80% 90%90% 100%100% 100%

The eight peer group comparator companies for TSR comprises of similar market capitalisation companies reflective of the expected positioning of Sibanye over the short to medium term as a value driven multi-commodity resources company with a specific focus on gold and platinum and are set out in the table below:

PEER GROUP COMPANIES FOR TSR COMPARISON

AngloGold Ashanti Limited Anglo American Platinum Limited Gold Fields Limited Impala Platinum Holdings Limited Northam Platinum Limited Exxaro Resources Limited Harmony Gold Mining Company Limited African Rainbow Minerals Limited



RETURN ON CAPITAL EMPLOYED (ROCE) - 30% WEIGHTING

Return on capital employed (ROCE) is a profitability ratio that measures how efficiently a company generates profits from its capital employed. This measure has been adopted as there has been a shift towards “excess returns” – “excess returns” provide a more central role in determining the current and potential value of a business. There is an increased focus on measuring and forecasting returns earned by businesses on both investments made in the past and expected future investments. For Sibanye, ROCE is to be evaluated against the company’s cost of capital (Ke). A minimum threshold on the performance scale for ROCE is set as equaling the cost of capital, Ke, which would lead to the ROCE element contributing 0% towards the performance condition. Delivering a return that exceeds Ke by 6% or more would be regarded as a superior return representing the maximum 100% on the performance scale and full vesting in respect of the ROCE element. The performance curve governing vesting will be as follows:

RETURN ON CAPITAL EMPLOYED ELEMENT OF PERFORMANCE CONDITION (30%)

Annual Return on Capital Employed % vesting

≤Ke 0%

Ke + 1% 16.7%Ke + 2% 33.3%

Ke + 3% 50.0%

Ke +4% 66.7%Ke + 5% 83.3%Ke + 6% 100%

The overall performance condition will be determined by adding 70% of the Total Shareholder Return element to 30% of the Return on Capital Employed element. Furthermore, should the Board, at its sole discretion, determine that there is evidence of extreme Environmental, Social and Governance (ESG) malpractice during the Vesting Period, up to 20% of the Performance Shares that would otherwise settle on vesting may be forfeited.

As indicated, the performance criteria described above govern vesting of all awards effective from 1 March 2016. Should any further adjustments be made they will govern future offers but will not be applied retrospectively.

EXECUTIVE DIRECTORS’ CONTRACTS OF EMPLOYMENT

The employment of an executive director will continue until terminated upon (i) 24 or 12 months’ notice by either party for the CEO and CFO, respectively, or (ii) retirement of the relevant executive director (currently provided for at age 60 in the contract). Sibanye can also terminate the executive director’s employment summarily for any reason recognised by law as justifying summary termination.

Except for the two current executive directors, none of the prescribed officers have entered into employment contracts that provide for any compensation for severance because of change of control.

The service agreements of the two current executive directors contain ‘change of control’ conditions, which are set out for information below. These contracts and conditions will be honoured until they terminate. However, any future appointments of executive directors will be made without provision for any compensation for severance because of change of control.

The employment contracts for the two current executive directors provide that, in the event of the relevant executive director’s employment being terminated solely as a result of a “change of control” as defined below, within 12 months of the change of control, the executive director is entitled to:

• payment of an amount equal to twice his Gross Remuneration Package, or two and a half times in the case of the CEO;

• payment of an amount equal to the average of the incentive bonuses paid to the executive director during the previous two completed financial years;

• any other payments and/or benefits due under the contracts;

• payment of any annual incentive bonus he has earned during the financial year notwithstanding that the financial year is incomplete;

• an entitlement to awards, in terms of the Sibanye Gold Limited Incentive Scheme, shall accelerate on the date of termination of employment and settle with the full number of shares previously awarded. The employment contracts further provide that these payments cover any compensation or damages the executive director may have under any applicable employment legislation.

A “change of control” for the above is defined as the acquisition by a third party or concerned parties of 30% or more of Sibanye ordinary shares. In the event of the consummation of an acquisition, merger, consolidation, scheme of arrangement or other reorganisation, whether or not there is a change of control, if the executive director’s services are terminated, the “change of control” provisions summarised above also apply.


ANNUAL FINANCIAL STATEMENTS CONTENTS

126

Consolidated income statement 127

Consolidated statement of financial position 128

Consolidated statement of changes in equity 129

Consolidated statement of cash flows 130

Notes to the consolidated financial statements 131

The audited consolidated financial statements for the year ended 31 December 2015 have been prepared by Sibanye’s group financial reporting team headed by Alicia Brink. This process was supervised by the Group’s CFO, Charl Keyter and authorised for issue by Sibanye’s Board of Directors on 18 March 2016.


CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2015

Figures in million - SA rand Notes 2015 2014 2013Revenue 3 22 717.4 21 780.5 19 331.2Cost of sales 4 (20 017.0) (17 566.1) (15 077.2)Net operating profit 2 700.4 4 214.4 4 254.0Investment income 14,15,16.1 257.0 183.2 160.3Finance expense 5 (561.8) (400.0) (420.3)Share-based payments 6 (274.4) (417.9) (305.8)Share of results of equity-accounted investees after tax 14 116.0 (470.7) 51.5Loss on financial instruments (229.5) (107.7) (4.6)(Loss)/gain on foreign exchange differences (359.4) (63.3) 24.0Exploration and feasibility costs 11 (23.6) (15.1) -Other income 125.7 155.9 219.3Other costs (204.3) (249.9) (314.9)Net loss on derecognition of financial guarantee asset and liability 16.3 (158.3) - -Impairments 7 - (275.1) (821.0)Reversal of impairment 11 - 474.1 -Profit on disposal of property, plant and equipment 11 58.7 9.5 5.5Loss on loss of control of subsidiary - - (30.2)Transaction costs (25.7) (111.6) (9.3)Restructuring costs (104.8) (160.3) (439.4)Profit before royalties and tax 1 316.0 2 765.5 2 369.1Royalties 8.1 (400.6) (430.5) (414.6)Profit before tax 915.4 2 335.0 1 954.5Mining and income tax 8.2 (377.2) (828.1) (256.2)Profit for the year 538.2 1 506.9 1 698.3Attributable to: Owners of Sibanye 716.9 1 551.5 1 692.4Non-controlling interests (178.7) (44.6) 5.9

Earnings per share attributable to owners of Sibanye: Basic earnings per share - cents 9.1 79 186 260Diluted earnings per share - cents 9.2 78 182 255

The Group does not have other comprehensive income, therefore no statement of comprehensive income is presented.

The accompanying notes form an integral part of these consolidated financial statements.


CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2015

Figures in million - SA rand Notes 2015 2014 2013ASSETS Non-current assets 25 515.0 25 981.4 17 289.9Property, plant and equipment 11 22 132.4 22 704.0 15 151.0Goodwill 13 736.7 736.7 -Equity-accounted investments 14 167.5 69.4 275.1Investments 1.3 1.4 1.4Environmental rehabilitation obligation funds 15 2 413.9 2 192.8 1 588.1Financial guarantee asset 16.1 - 225.5 238.5Deferred tax assets 22 63.2 51.6 35.8

Current assets 2 750.7 1 940.5 2 705.0Inventories 17 405.9 327.7 187.1Trade and other receivables 18 1 627.4 992.8 973.8Current portion of financial guarantee asset 16.1 - 57.1 51.7Cash and cash equivalents 19 717.4 562.9 1 492.4

Total assets 28 265.7 27 921.9 19 994.9

EQUITY AND LIABILITIES Equity attributable to owners of Sibanye 14 875.0 14 656.3 9 421.2Stated share capital 20 21 734.6 21 734.6 17 245.8Other reserves 2 938.2 2 819.1 2 643.3Accumulated loss (9 797.8) (9 897.4) (10 467.9)Non-controlling interests 21 109.8 329.6 2.2Total equity 14 984.8 14 985.9 9 423.4

Non-current liabilities 7 933.6 9 365.4 6 980.0Deferred tax liabilities 22 3 561.4 3 869.3 3 735.4Borrowings 23 1 808.3 2 615.8 1 491.4Environmental rehabilitation obligation 24 2 411.0 2 486.8 1 660.7Post-retirement healthcare obligation 16.3 15.1 16.3Share-based payment obligations 6 136.6 378.4 76.2

Current liabilities 5 347.3 3 570.6 3 591.5Trade and other payables 25 2 759.4 2 714.6 2 073.0Financial guarantee liability 16.2 - 197.0 206.6Tax and royalties payable 28 129.6 84.0 767.2Current portion of borrowings 23 1 995.3 554.2 499.5Current portion of share-based payment obligations 6 463.0 20.8 45.2

Total equity and liabilities 28 265.7 27 921.9 19 994.9



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2015

Figures in million - SA rand Notes

Statedshare

capital1

Share-based

paymentreserve

Accumulatedloss

Equity attributable

to owners of Sibanye

Non- controlling

interests Total

equityBalance at 31 December 2012 - 2 429.9 (12 098.0) (9 668.1) (4.6) (9 672.7)Total comprehensive income for the year - - 1 692.4 1 692.4 5.9 1 698.3Profit for the year - - 1 692.4 1 692.4 5.9 1 698.3Share-based payments 6 - 213.4 - 213.4 - 213.4Dividends paid 10 - - (271.9) (271.9) - (271.9)Transaction with non-controlling interests 21 - - - - 3.0 3.0Share subscription 20 17 245.8 - - 17 245.8 - 17 245.8Loss of control of subsidiary - - - - (2.1) (2.1)Transaction with shareholder 16 - - 209.6 209.6 - 209.6Balance at 31 December 2013 17 245.8 2 643.3 (10 467.9) 9 421.2 2.2 9 423.4Total comprehensive income for the year - - 1 551.5 1 551.5 (44.6) 1 506.9Profit for the year - - 1 551.5 1 551.5 (44.6) 1 506.9Share-based payments 6 - 175.8 - 175.8 - 175.8Dividends paid 10 - - (1 005.2) (1 005.2) - (1 005.2)Transaction with non-controlling interests 21 - - 24.2 24.2 (24.2) -Shares issued 20 4 488.8 - - 4 488.8 - 4 488.8Acquisition of subsidiary with non-controlling interests 12 - - - - 396.2 396.2Balance at 31 December 2014 21 734.6 2 819.1 (9 897.4) 14 656.3 329.6 14 985.9Total comprehensive income for the year - - 716.9 716.9 (178.7) 538.2Profit for the year - - 716.9 716.9 (178.7) 538.2Share-based payments 6 - 119.1 - 119.1 - 119.1Dividends paid 10 - - (658.4) (658.4) - (658.4)Transaction with non-controlling interests 21 - - 41.1 41.1 (41.1) -Balance at 31 December 2015 21 734.6 2 938.2 (9 797.8) 14 875.0 109.8 14 984.81 Stated share capital as at 31 December 2012 was a nominal amount of 1,000 shares of R1,000 and shown as zero due to rounding.



CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2015

Figures in million - SA rand Notes 2015 2014 2013CASH FLOWS FROM OPERATING ACTIVITIES Cash generated by operations 26 6 130.4 7 081.4 6 840.0Post-retirement health care payments (0.1) (2.4) (2.7)Cash-settled share-based payments paid 6 (42.2) (166.6) (3.9)Change in working capital 27 (668.0) 214.5 568.7Cash generated from operating activities 5 420.1 7 126.9 7 402.1Interest received 117.3 68.5 63.3Interest paid 5 (260.2) (194.0) (326.3)Guarantee fee received 16.1 9.6 53.6 47.0Guarantee release fee 16.3 (61.4) - -Royalties paid 28.1 (395.4) (650.1) (249.0)Tax paid 28.2 (656.3) (1 347.1) (304.8)Dividends paid 10 (658.4) (1 005.2) (271.9)Net cash from operating activities 3 515.3 4 052.6 6 360.4

CASH FLOWS FROM INVESTING ACTIVITIES Additions to property, plant and equipment 11 (3 344.8) (3 250.8) (2 901.5)Proceeds on disposal of property, plant and equipment 11 65.1 22.6 6.9Payment of environmental rehabilitation obligation 24 (0.3) (10.9) (10.5)Contributions to environmental rehabilitation obligation funds 15 (77.8) (69.3) (172.3)Investment in subsidiary 12 - (415.3) -Loans granted to subsidiaries prior to acquisition 12 - (238.6) -Cash acquired on acquisition of subsidiaries 12 - 38.1 -Loan repaid by equity-accounted investee 14 20.9 - -Loan advanced to equity-accounted investee 14 (3.0) (384.6) -Cash flow on loss of control of subsidiary - - 5.9Net cash used in investing activities (3 339.9) (4 308.8) (3 071.5)

CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from shares issued on unbundling - - 17 245.8Loans repaid 23 (1 572.9) (2 296.9) (9 840.0)Loans raised 23 1 552.0 1 623.6 7 620.0Related-party loans repaid - - (17 108.0)Financing costs capitalised - - (9.1)Proceeds on shares issued to non-controlling interests - - 3.0Net cash used in financing activities (20.9) (673.3) (2 088.3)

Net increase/(decrease) in cash and cash equivalents 154.5 (929.5) 1 200.6Cash and cash equivalents at beginning of the year 562.9 1 492.4 291.8Cash and cash equivalents at end of the year 19 717.4 562.9 1 492.4


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015


1. ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. Where an accounting policy is specific to a note, the policy is described in the note which it relates to. These policies have been consistently applied to all the periods presented, except for the adoption of new and revised standards and interpretations.

1.1 REPORTING ENTITY

Sibanye Gold Limited (Sibanye or the Company) is a South African focused gold producer, listed on the Main Board of the JSE Limited (JSE) and New York Stock Exchange (NYSE). Sibanye’s principal operations are Driefontein, Kloof, Beatrix and Cooke as well as a number of service company subsidiaries, collectively referred to as the Group.

1.2 BASIS OF PREPARATION

The consolidated financial statements for the year ended 31 December 2015 have been prepared on a going concern basis in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board, the South African Institute of Chartered Accountants Financial Reporting Guides issued by the Accounting Practices Committee and Financial Reporting Pronouncements issued by the Financial Reporting Standards Council, as well as the requirements of the South African Companies Act and JSE Listings Requirements. The consolidated financial statements have been prepared under the historical cost convention, except for financial assets and financial liabilities (including derivative instruments), which are measured at fair value through profit or loss.

STANDARDS, INTERPRETATIONS AND AMENDMENTS TO PUBLISHED STANDARDS EFFECTIVE FOR THE YEAR ENDED 31 DECEMBER 2015

During the financial year, the following new and revised accounting standards and amendments to standards became effective and had no impact on the Group’s financial statements:

Pronouncement Title Effective date

IAS 19 (Amendment) Defined Benefit Plans: Employee Contributions 1 July 2014

Amendments to 6 standards Improvements to IFRS 2010-2012 cycle 1 July 2014

Amendments to 4 standards Improvements to IFRS 2011-2013 cycle 1 July 2014

STANDARDS, INTERPRETATIONS AND AMENDMENTS TO PUBLISHED STANDARDS WHICH ARE NOT YET EFFECTIVE

Certain new standards, amendments and interpretations to existing standards have been published that apply to the Group’s accounting periods beginning on or after 1 January 2016 but have not been early adopted by the Group. Other than disclosure, the impact of these standards is not expected to be significant. The standards, amendments and interpretations that are applicable to the Group are:

Pronouncement Title Effective date1

IFRS 9 (New standard) Financial Instruments IFRS 9 arises from a three-part project to replace IAS 39 Financial Instruments: Recognition and Measurement.

1 January 2018

Amendments to IFRS 10 and IAS 28

Sale or Contribution of Assets between an Investor and its Associate or Joint Venture The amendments address a conflict between the requirements of IAS 28 Investments in Associates and Joint Ventures and IFRS 10 Consolidated Financial Statements, and clarify that in a transaction involving an associate or joint venture the extent of gain or loss recognition depends on whether the assets sold or contributed constitute a business.

1 January 2016

IFRS 11 (Amendment) Accounting for Acquisitions of Interests in Joint Operations The amendments add new guidance on how to account for the acquisition of an interest in a joint operation that constitutes a business which specify the appropriate accounting treatment for such acquisitions.

1 January 2016

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS continued FOR THE YEAR ENDED 31 DECEMBER 2015


Pronouncement Title Effective date1

IFRS 15 (New standard) Revenue from Contracts with Customers IFRS 15 replaces IAS 11 Construction contracts, IAS 18 Revenue, IFRIC 13 Customer Loyalty Programmes, IFRIC 15 Agreements for the Construction of Real Estate, IFRIC 18 Transfers of Assets from Customers and SIC-31 Revenue - Barter Transactions Involving Advertising Services. IFRS 15 specifies how and when an IFRS reporter will recognise revenue as well as requiring such entities to provide users of financial statements with more informative, relevant disclosures. The standard provides a single, principles based five-step model to be applied to all contracts with customers.

1 January 2018

IFRS 16 (New standard) Leases IFRS 16 replaces the previous lease standard IAS 17 Leases and related interpretations. IFRS 16 has one model for lessees which will result in almost all leases being included in the Statement of Financial position.

1 January 2019

IAS 1 (Amendment) Disclosure Initiative The amendments provide additional guidance on the application of materiality and aggregation when preparing financial statements.

1 January 2016

Amendments to IAS 16 and IAS 38

Clarification of Acceptable Methods of Depreciation and Amortisation The amendments clarify the basis for the calculation of depreciation and amortisation as being the expected pattern of consumption of the future economic benefits of the asset.

1 January 2016

Amendments to 4 standards Improvements to IFRSs 2012-2014 Cycle 1 January 20161 Effective date refers to annual period beginning on or after said date

SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES

Use of estimates: The preparation of the financial statements requires the Group’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The determination of estimates requires the exercise of judgement based on various assumptions and other factors such as historical experience, current and expected economic conditions, and in some cases actuarial techniques. Actual results could differ from those estimates.

The more significant areas requiring the use of management estimates and assumptions relate to Mineral Reserves that are the basis of future cash flow estimates and unit-of-production depreciation, depletion and amortisation calculations; impairments, reversal of impairments, write-downs of inventory to net realisable value; deferred tax; borrowings; environmental, reclamation and closure obligations; and contingent liabilities.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the financial year are discussed under the relevant note of the item affected.



1.3 CONSOLIDATION

1 Beatrix, Driefontein and Kloof are divisions of Sibanye and not separate legal entities. These are also three of the Group’s operating

segments (refer to note 2). 2 Rand Uranium Proprietary Limited (Rand Uranium) and Ezulwini Mining Company Proprietary Limited (Ezulwini) together own a number of

underground and surface mining operations. These operations are reported to and managed by the Group’s chief operating decision maker (the Executive Committee) as a separate segment, namely Cooke.

3 The non-controlling interests in the statement of changes in equity relates to the attributable share of accumulated profits of the Newshelf 1114 Proprietary Limited (Newshelf 1114) group and Goldfields Technical Security Management Proprietary Limited (refer to note 21).

4 Witwatersrand Consolidated Gold Resources Proprietary Limited (Wits Gold) has ceded and pledged its shares in K2013164354 Proprietary Limited (K2013) (a dormant entity) and K2013 has ceded and pledged it shares in Sibanye Gold Eastern Operations Proprietary Limited (SGEO) in favour of the lenders of the Burnstone Debt (refer to note 23(c)).

5 The Group has no current or contractual obligation to provide financial support to any of its structured entities.

SUBSIDIARIES

Subsidiaries are all entities over which the Group exercises control. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are consolidated from the date on which control is obtained by the Group until the date on which control ceases.



Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

STRUCTURED ENTITIES

Structured entities are those entities that have been designed so that voting (or similar) rights are not the dominant factor in deciding who controls the entity. Structured entities controlled by the Group are consolidated.

TRANSACTIONS WITH SHAREHOLDERS OF SIBANYE

Transactions with owners in the capacity as equity participants are not recognised in profit or loss, but instead are recognised in equity with a corresponding change in assets or liabilities.

1.4 FOREIGN CURRENCIES

FUNCTIONAL AND PRESENTATION CURRENCY

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency) which is South African rand. The consolidated financial statements are presented in South African rand, which is the Group’s presentation currency.

TRANSACTIONS AND BALANCES

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Translation of monetary assets and liabilities into the functional currency is done as at 31 December 2015. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies, are recognised in profit or loss.

1.5 COMPARATIVES

Where necessary comparative periods may be adjusted to conform to changes in presentation.

With effect from 1 January 2015 the Group has reclassified exploration and evaluation assets as a separate class of property, plant and equipment in order to enhance disclosure. The 31 December 2013 carrying value of mine development, infrastructure and other has decreased by R244.3 million, which has been reclassified as exploration and evaluation assets. The 31 December 2014 carrying value of mine development, infrastructure and other, and land, mineral rights and rehabilitation has decreased by R262.8 million and R1,622.2 million, respectively, which have been reclassified as exploration and evaluation assets.

The reclassifications have no impact on the statements of financial position.



2. SEGMENT REPORTING

ACCOUNTING POLICY

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker and is based on individual mining operations. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Executive Committee that makes strategic decisions.

Figures in million - SA rand Group Driefontein Kloof Beatrix Cooke Corporate1

31 December 2015 Revenue 22 717.4 8 236.0 6 691.4 4 815.5 2 974.5 -Underground revenue 20 515.0 7 284.1 6 112.8 4 555.7 2 562.4 -Surface revenue 2 202.4 951.9 578.6 259.8 412.1 -Operating costs2 (16 380.4) (5 234.2) (4 777.2) (3 391.0) (2 978.0) -Underground operating costs (14 940.8) (4 681.2) (4 454.9) (3 184.5) (2 620.2) -Surface operating costs (1 439.6) (553.0) (322.3) (206.5) (357.8) -

Operating profit3 6 337.0 3 001.8 1 914.2 1 424.5 (3.5) -Amortisation and depreciation (3 636.6) (1 142.6) (1 029.3) (739.4) (704.6) (20.7)Net operating profit 2 700.4 1 859.2 884.9 685.1 (708.1) (20.7)Investment income 257.0 67.5 50.6 31.3 27.1 80.5Finance expense (561.8) (147.7) (150.1) (57.2) (61.3) (145.5)Share-based payments (274.4) (35.1) (27.6) (23.5) - (188.2)Exploration and feasibility costs (23.6) (13.9) (0.6) (0.9) (1.9) (6.3)Net other costs4 (551.5) (64.0) (59.8) (46.4) (28.2) (353.1)Non-recurring items5 (230.1) (2.9) 7.2 (8.4) (31.8) (194.2)Royalties (400.6) (196.8) (98.4) (88.7) (16.7) -Current tax (696.7) (430.8) (97.4) (153.4) - (15.1)Deferred tax 319.5 53.4 0.9 18.0 122.0 125.2Profit for the year 538.2 1 088.9 509.7 355.9 (698.9) (717.4)Attributable to: Owners of the parent 716.9 1 088.9 509.7 355.9 (519.9) (717.7)Non-controlling interests (178.7) - - - (179.0) 0.3

Sustaining capital expenditure 668.9 249.2 225.6 86.1 92.9 15.1Ore reserve development 2 304.9 727.0 840.6 510.4 226.9 -Growth projects 371.0 18.0 63.7 - 17.6 271.7Total capital expenditure 3 344.8 994.2 1 129.9 596.5 337.4 286.81 Corporate represents the items to reconcile segment data to the consolidated financial statement totals. This does not represent a separate

segment as it does not generate mining revenue. 2 Operating costs is defined as cost of sales before amortisation and depreciation. 3 Operating profit is defined as revenue minus operating costs. 4 Net other costs consists of loss on financial instruments; loss on foreign exchange differences; other income and other costs as detailed in

profit or loss. Corporate net other costs includes the share of results of equity-accounted investees after tax as detailed in profit or loss. 5 Non-recurring items consists of net loss on derecognition of financial guarantee asset and liability; profit on disposal of property, plant and

equipment, transaction costs and restructuring costs as detailed in profit or loss.



Figures in million - SA rand Group Driefontein Kloof Beatrix Cooke1 Corporate2

31 December 2014 Revenue 21 780.5 7 829.4 7 502.8 4 566.3 1 882.0 -Underground revenue 19 908.7 7 200.2 6 887.3 4 228.8 1 592.4 -Surface revenue 1 871.8 629.2 615.5 337.5 289.6 -Operating costs3 (14 311.4) (4 912.3) (4 502.3) (3 204.0) (1 692.8) -Underground operating costs (13 032.2) (4 427.6) (4 087.0) (3 052.1) (1 465.5) -Surface operating costs (1 279.2) (484.7) (415.3) (151.9) (227.3) -

Operating profit4 7 469.1 2 917.1 3 000.5 1 362.3 189.2 -Amortisation and depreciation (3 254.7) (1 129.3) (1 322.3) (468.4) (308.3) (26.4)Net operating profit 4 214.4 1 787.8 1 678.2 893.9 (119.1) (26.4)Investment income 183.2 48.3 42.7 24.5 14.7 53.0Finance expense (400.0) (152.8) (132.6) (41.8) (56.5) (16.3)Share-based payments (417.9) (69.1) (58.2) (45.9) - (244.7)Exploration and feasibility costs (15.1) - - (9.4) (5.1) (0.6)Net other costs5 (735.7) (86.3) (56.6) (56.5) (5.8) (530.5)Non-recurring items6 (63.4) (95.1) (152.0) 469.4 (17.9) (267.8)Royalties (430.5) (165.5) (174.5) (82.1) (8.4) -Current tax (879.2) (339.2) (379.6) (153.9) - (6.5)Deferred tax 51.1 9.8 71.3 (128.5) 10.3 88.2Profit for the year 1 506.9 937.9 838.7 869.7 (187.8) (951.6)Attributable to: Owners of the parent 1 551.5 937.9 838.7 869.7 (143.2) (951.6)Non-controlling interests (44.6) - - - (44.6) -

Sustaining capital expenditure 991.5 465.3 355.7 101.9 51.7 16.9Ore reserve development 2 126.5 683.6 879.8 446.1 117.0 -Growth projects 132.8 - - - 61.2 71.6Total capital expenditure 3 250.8 1 148.9 1 235.5 548.0 229.9 88.51 Cooke’s performance is for the seven months ended 31 December 2014, as Cooke was only acquired on 15 May 2014 (refer to note 12). 2 Corporate represents the items to reconcile segment data to consolidated financial statement totals. This does not represent a separate

segment as it does not generate mining revenue. 3 Operating costs is defined as cost of sales before amortisation and depreciation. 4 Operating profit is defined as revenue minus operating cost. 5 Net other costs consists of loss on financial instruments; loss on foreign exchange differences; other income and other costs as detailed in

profit or loss. Corporate net other costs includes the share of results of equity-accounted investees after tax as detailed in profit or loss. 6 Non-recurring items consists of impairment; reversal of impairment; profit on disposal of property, plant and equipment; transaction costs

and restructuring costs as detailed in profit or loss.



Figures in million - SA rand Group Driefontein Kloof Beatrix Corporate1

31 December 2013 Revenue 19 331.2 8 162.7 6 954.4 4 214.1 -Underground revenue 17 663.6 7 354.6 6 323.4 3 985.6 -Surface revenue 1 667.6 808.1 631.0 228.5 -Operating costs2 (11 973.3) (4 881.2) (4 100.7) (2 991.4) -Underground operating costs (11 030.5) (4 421.9) (3 762.1) (2 846.5) -Surface operating costs (942.8) (459.3) (338.6) (144.9) -

Operating profit3 7 357.9 3 281.5 2 853.7 1 222.7 -Amortisation and depreciation (3 103.9) (1 458.0) (1 096.5) (528.1) (21.3)Net operating profit 4 254.0 1 823.5 1 757.2 694.6 (21.3)Investment income 160.3 55.0 47.4 27.5 30.4Finance expense (420.3) (193.6) (152.3) (72.8) (1.6)Share-based payments (305.8) (61.1) (47.2) (41.8) (155.7)Net other costs4 (24.7) (67.0) (70.5) (40.4) 153.2Non-recurring items5 (1 294.4) (159.5) (125.6) (900.1) (109.2)Royalties (414.6) (198.3) (147.1) (69.2) -Current tax (809.8) (427.7) (273.5) (97.5) (11.1)Deferred tax 553.6 174.0 18.3 336.3 25.0Profit for the year 1 698.3 945.3 1 006.7 (163.4) (90.3)Attributable to: Owners of the parent 1 692.4 945.3 1 006.7 (163.4) (96.2)Non-controlling interests 5.9 - - - 5.9

Sustaining capital expenditure 1 018.5 320.2 459.8 200.6 37.9Ore reserve development 1 883.0 702.8 843.8 336.4 -Total capital expenditure 2 901.5 1 023.0 1 303.6 537.0 37.91 Corporate represents the items to reconcile segment data to consolidated financial statement totals. This does not represent a separate

segment as it does not generate mining revenue. 2 Operating costs is defined as cost of sales before amortisation and depreciation. 3 Operating profit is defined as revenue minus operating cost. 4 Net other costs consists of loss on financial instruments; loss on foreign exchange differences; other income and other costs as detailed in

profit or loss. Corporate net other costs includes the share of results of equity-accounted investees after tax as detailed in profit or loss. 5 Non-recurring items consists of impairment; profit on disposal of property, plant and equipment; loss on loss of control of subsidiary;

transaction costs and restructuring costs as detailed in profit or loss.

3. REVENUE

ACCOUNTING POLICY

Revenue is recognised to the extent that it is probable that economic benefits will flow to the Group and the amount of revenue can be reliably measured.

Revenue arising from gold sales is recognised at the fair value of the consideration received or receivable, once the significant risks and rewards of ownership have passed to the buyer. These criteria are typically met when the gold is delivered to the refinery. The price of gold is determined by market forces.

Figures in million - SA rand 2015 2014 2013Revenue from mining activities 22 717.4 21 780.5 19 331.2Total revenue 22 717.4 21 780.5 19 331.2



4. COST OF SALES

ACCOUNTING POLICY

The following accounting policies relates to some costs that are included in cost of sales:

SHORT-TERM EMPLOYEE BENEFITS

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be reliably estimated.

PENSION AND PROVIDENT FUNDS

The Group operates a defined contribution retirement plan and contributes to a number of industry-based defined contribution retirement plans. The retirement plans are funded by payments from employees and Group companies.

Contributions to defined contribution funds are expensed as incurred.

Figures in million - SA rand Notes 2015 2014 2013Salaries and wages (7 345.0) (6 664.9) (6 155.9)Consumable stores 17 (3 995.7) (3 480.4) (2 720.7)Utilities (3 128.2) (2 753.3) (2 315.4)Mine contracts (1 457.9) (1 136.4) (928.2)Other (2 758.5) (2 402.9) (1 736.1)Ore reserve development costs capitalised 11 2 304.9 2 126.5 1 883.0Operating costs (16 380.4) (14 311.4) (11 973.3)Amortisation and depreciation 11 (3 636.6) (3 254.7) (3 103.9)Total cost of sales (20 017.0) (17 566.1) (15 077.2)

All employees are members of various defined contribution retirement plans. The cost of providing retirement benefits for the year amounted to R691.1 million (2014: R558.5 million and 2013: R548.6 million).

5. FINANCE EXPENSE

ACCOUNTING POLICY

Finance expense comprises interest on borrowings, post-retirement healthcare obligation and environmental rehabilitation obligation offset by borrowing costs capitalised on qualifying assets.

Interest payable on borrowings is recognised in profit or loss over the term of the borrowings using the effective interest method. Cash flows from interest paid are classified under operating activities in the statement of cash flows.

Figures in million - SA rand Notes 2015 2014 2013Interest charge on: Borrowings - interest paid 23 (247.9) (187.7) (319.4)Borrowings - unwinding of amortised cost 23 (102.3) (43.3) -Environmental rehabilitation obligation 24 (197.9) (161.5) (92.7)Post-retirement healthcare obligation (1.4) (1.2) (1.3)Other (12.3) (6.3) (6.9)Total finance expense (561.8) (400.0) (420.3)



6. SHARE-BASED PAYMENTS

ACCOUNTING POLICY

The Group operates an equity-settled compensation plan in which certain employees of the Group participate. The fair value of the equity-settled instruments is measured by reference to the fair value of the equity instrument granted.

Fair value is based on market prices of the equity-settled instruments granted, if available, taking into account the terms and conditions upon which those equity-settled instruments were granted. Fair value of equity-settled instruments granted is estimated using appropriate valuation models and appropriate assumptions at the grant date. Non-market vesting conditions (service period prior to vesting) are not taken into account when estimating the fair value of the equity-settled instruments at grant date. Market conditions are taken into account in determining the fair value at grant date.

The grant date fair value of the equity-settled instruments is recognised as an employee benefit expense over the vesting period based on the Group’s estimate of the number of instruments that will eventually vest, with a corresponding increase in the share-based payment reserve. Vesting assumptions for non-market conditions are reviewed at each reporting date to ensure they reflect current expectations.

The Group also operates a cash-settled compensation plan in which certain employees of the Group participate. The grant date fair value of the cash-settled instruments is equal to the value of the equity-settled instrument granted on the same grant date.

The grant date fair value of the cash-settled instruments is recognised as an employee benefit expense over the vesting period based on the Group’s estimate of the number of instruments that will eventually vest, with a corresponding increase in the share-based payment obligation. At each reporting date the obligation is remeasured to the fair value of the instrument, to reflect the potential outflow of cash resources to settle the liability, with a corresponding adjustment to gain or loss on financial instrument in profit or loss. Vesting assumptions for non-market conditions are reviewed at each reporting date to ensure they reflect current expectations.

Where the terms of an equity-settled or a cash-settled award are modified, the originally determined expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modification, which increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the participant as measured at the date of the modification.

Figures in million - SA rand 2015 2014 2013(a) Sibanye Gold Limited 2013 Share Plan Performance shares (96.2) (147.7) (154.3)Bonus shares (22.9) (28.1) (17.8)(b) Sibanye Gold Limited 2013 Phantom Share Scheme Performance shares (136.4) (138.7) (41.9)Bonus shares (17.7) (96.7) (48.2)Phantom share dividends (1.2) (6.7) (2.3)(c) Gold Fields Limited 2012 Share Plan Performance shares - - (13.1)Bonus shares - - (2.9)(d) Gold Fields Limited 2005 Share Plan Performance vesting restricted shares - - (23.1)Performance allocated share appreciation rights - - (2.2)Total share-based payments (274.4) (417.9) (305.8)

(a) SIBANYE GOLD LIMITED 2013 SHARE PLAN

On 21 November 2012 the shareholder of Sibanye approved the adoption of the Sibanye Gold Limited 2013 Share Plan (SGL Share Plan) with effect from the date of listing. The SGL Share Plan provides for two methods of participation, namely Performance Shares (PS) and the Bonus Shares (BS). This plan seeks to attract, retain, motivate and reward participating employees on a basis which seeks to align the interests of such employees with those of the shareholders.



The Remuneration Committee makes an annual conditional award of PS to the CEO, CFO, SVPs and Vice Presidents (VPs). The number of PS awarded to an employee is based on the employee’s annual guaranteed remuneration, grade and performance. The actual number of PS which vest is determined by Sibanye’s share price performance measured against the performance of a peer group, being Harmony Gold Mining Company Limited (Harmony), Pan African Resources PLC and Gold One International Limited (Gold One) (subsequently delisted), over a performance period of three years. This peer group is determined and approved by the Remuneration Committee. The PS, which vest, are based on the relative change in the Sibanye share price compared to the respective share prices of the individual companies within the peer group and with discretion allowed due to the small sample size. For any PS award to be settled to executives, an internal company performance target is required to be met before the external relative measure is applied. The target performance criterion is set at 85% of Sibanye’s expected gold production over the three-year measurement period as set out in the business plans of Sibanye as approved by the Board. Only once the internal measure has been achieved, will the external measure (Sibanye’s share price performance measured against the abovementioned peer group) be applied to determine the scale of the vesting of awards of PS.

The Remuneration Committee makes an annual conditional award of BS to each executive director and senior executive. The size of the award depends on the individual’s annual cash bonus, which is determined by actual performance against predetermined targets. Restricted BS are allocated on the ratio of two-thirds of an individual’s annual bonus. The BS vest in two equal parts at nine months and 18 months after the award date. Dividends are payable on the BS during the holding period.

Details of the options granted under this plan to employees are detailed below:

Performance shares (PS) Bonus Shares (BS) 2013 2014 2015 Number of instruments 2015 2014 2013

- 28 083 703 23 289 262 Outstanding at beginning of the year 595 012 1 135 455 - Movement during the year: 28 568 317 - - Granted to replace Gold Fields share plans - - 702 915 4 118 870 2 953 057 3 059 058 Granted during the year 862 702 1 275 979 1 135 455

(1 523 111) (5 567 771) (16 690 497) Exercised and released (1 010 209) (1 672 579) (638 086) (3 080 373) (2 179 727) (259 751) Forfeited (30 239) (143 843) (64 829) 28 083 703 23 289 262 9 398 072 Outstanding at end of the year 417 266 595 012 1 135 455

The fair value of the above PS equity instruments granted during the year were valued using the Monte Carlo Simulation model. For the BS equity instruments, a future trading model is used to estimate the loss in value to the holders of bonus shares due to trading restrictions. The actual valuation is developed using a Monte Carlo analysis of the future share price of Sibanye.

The inputs to the models for options granted during the year were as follows:

Performance shares (PS) Bonus Shares (BS) 2013 2014 2015 2015 2014 2013

64.6% 56.4% 42.3% – weighted average historical volatility (based on a statistical analysis of the share price on a weighted moving average basis for the expected term of the option)

42.3% 56.4% 64.6%

3 3 3 – expected term (years) n/a n/a n/an/a n/a n/a – expected term (months) 9 - 18 9 - 18 9 - 18

2.5% 4.7% 4.9% – expected dividend yield 4.9% 4.7% 2.5%6.0% 5.7% 6.4% – weighted average three-year risk-free

interest rate (based on SA interest rates) 6.4% 5.7% 6.0%

n/a n/a n/a – marketability discount 2.1% 2.2% 3.0% 12.55 38.61 37.41 – weighted average fair value 25.56 24.94 12.57

The compensation cost related to awards not yet recognised under the plan at 31 December 2015 amounts to R134.2 million and is to be spread over three years. 1,287,074 options had vested and were exercisable as at 31 December 2015.

At the Annual General Meeting (AGM) the directors of Sibanye were authorised to issue and allot all or any of such shares required for the plans, but in aggregate all plans may not exceed 70,619,126 (10%) of the total issued ordinary shares capital of the Company. An individual participant may also not be awarded an aggregate of shares from all or any such plans exceeding 7,061,913 (1%) of the Company’s total issued ordinary share capital. The unexercised options and shares under all plans represented 11,102,412 (1.2%) of the total issued ordinary share capital of Sibanye at 31 December 2015.



(b) SIBANYE GOLD LIMITED 2013 PHANTOM SHARE SCHEME

On 14 May 2013 Sibanye’s Remuneration Committee limited the issuance of share options for the 2013 allocation under the SGL Share Plan to senior management only. Middle and certain senior management, who previously participated in the equity-settled share option scheme, now participate in a cash-settled share scheme, the Sibanye Gold 2013 Phantom Share Scheme (the SGL Phantom Scheme). Notwithstanding that the SGL Phantom Scheme is not subject to compliance with the JSE Listings Requirements as it is a purely cash-settled remuneration scheme, the SGL Share Plan rules apply, in all material aspects, to the SGL Phantom Scheme, other than the issue of new shares to participants.

Details of the phantom shares granted under this scheme to employees are detailed below:


- 16 429 766 22 212 627 Outstanding at beginning of the year 1 731 262 6 529 404 - Movement during the year: 17 539 440 7 119 727 - Granted during the year - 3 604 577 7 002 146

(55 393) (125 932) (773 814) Vested and paid (1 668 503) (8 076 789) (68 007) (1 054 281) (1 210 934) (1 239 938) Forfeited (62 759) (325 930) (404 735) 16 429 766 22 212 627 20 198 875 Outstanding at end of the year - 1 731 262 6 529 404

The grant date fair value of the above PS and BS cash-settled instruments granted during the year were valued using the Monte Carlo Simulation model and a future trading model, respectively, as with the equity-settled instruments above. As the cash-settled and equity-settled instruments are issued on the same day the grant date fair value assumptions of the cash-settled instruments is the same as for the equity-settled instruments.

The fair value of the cash-settled instruments at reporting date, used to value the share-based payment obligation, is determined using the same assumptions as for the grant date valuation. However, the respective models take into account the actual share data of the peer group for the period from the grant date to the reporting date.

The compensation cost related to awards not yet recognised under the scheme at 31 December 2015 amounts to R115.0 million and is to be spread over 14 months.

Reconciliation of the share-based payment obligations:

Figures in million - SA rand 2015 2014 2013Balance at beginning of the year 399.2 121.4 -Share-based payments expense 155.3 242.1 92.5Fair value adjustment of obligation1 87.3 202.3 32.8Cash-settled share-based payments paid2 (42.2) (166.6) (3.9)Balance at end of the year 599.6 399.2 121.4 Reconciliation of the non-current and current portion of the share-based payments obligations: Share-based payment obligations 599.6 399.2 121.4Current portion of share-based payment obligations (463.0) (20.8) (45.2)Non-current portion of share-based payment obligation 136.6 378.4 76.21 The fair value adjustment at reporting date is included in loss on financial instruments in profit or loss and not as part of share-based

payments expense. 2 Payments during the year relate to the proportionate vesting of shares to employees who have left the Group in good faith. BS options

under the SGL Share Plan are issued on grant date and thus dividends are paid when the Company declares a dividend. Similarly the BS holders under the SGL Phantom Scheme receive share-based payments to the equivalent of dividends paid, which were also paid during the year.

(c) GOLD FIELDS LIMITED 2012 SHARE PLAN

At the Gold Fields AGM on 14 May 2012 Gold Fields shareholders approved the adoption of the Gold Fields Limited 2012 Share Plan (the 2012 Plan) to replace the Gold Fields Limited 2005 Share Plan. The 2012 Plan provided for two methods of participation, namely PS and BS.

As a result of the unbundling all unvested options on the date of the unbundling were converted to instruments under the SGL Share Plan as described in (a). Sibanye employees had to exercise all options that vested proportionately up to the date of unbundling.



Details of the options granted under this scheme to Sibanye employees are detailed below:


1 537 383 - - Outstanding at beginning of the year - - 256 451 Movement during the year:

312 546 - - Granted during the year - - - (496 303) - - Exercised and released - - (137 265)

(77 386) - - Transferred within the Gold Fields group - - (31 337) (1 276 240) - - Converted to Sibanye options - - (87 849)

- - - Outstanding at end of the year - - -

The shares that were granted during 2013 were as a result of the unbundling and took into account the current share prices and vesting percentage at the date of unbundling. The valuation was not done according to the Monte Carlo Simulation as in 2012 for options granted in the ordinary course of business.

(d) GOLD FIELDS LIMITED 2005 SHARE PLAN

At the Gold Fields AGM on 17 November 2005 shareholders approved the adoption of the Gold Fields Limited 2005 Share Plan (the 2005 Plan) to replace the GF Management Incentive Scheme approved in 1999. The 2005 Plan provided for two methods of participation, namely Performance Allocated Share Appreciation Rights (SARS) and Performance Vesting Restricted Share (PVRS).

As a result of the unbundling all unvested options on the date of the unbundling were converted to instruments under the SGL Share Plan as described in (a). Sibanye employees had to exercise all options that vested proportionately up to the date of unbundling.

The following information details the options granted under this scheme to Sibanye employees:

2013

Number of instruments

PVRS SARS

Averageinstrument price (cps)

Outstanding at beginning of the year 2 230 586 921 506 106.82Movement during the year: Granted during the year 466 253 171 643 106.82Exercised and released (2 153 455) (484 908) 106.82Transferred within the Gold Fields group (2 605) (4 077) 106.82Converted to Sibanye options (540 779) (604 164) 106.82Outstanding at end of the year - - -

7. IMPAIRMENTS

Figures in million - SA rand Notes 2015 2014 2013Impairment of property, plant and equipment 11 - (155.5) (821.0)Impairment of investment in equity-accounted investee 14 - (119.6) -Total impairments - (275.1) (821.0)

8. ROYALTIES, AND MINING AND INCOME TAX


The Group is subject to income taxes in South Africa. Significant judgement is required in determining the liability for income taxes due to the complexity of legislation. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

The Group recognises the net future tax benefit related to deferred tax assets to the extent that it is probable that the deductible temporary differences will reverse in the foreseeable future. Assessing the recoverability of deferred tax assets requires the Group to make significant estimates related to expectations of future taxable income. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws in South Africa.



To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Group to realise the net deferred tax assets recorded at the reporting date could be impacted.

The mining operations are taxed on a variable rate that increases as the profitability of the operation increases. The deferred tax rate used to calculate deferred tax is based on the current estimate of future profitability when the temporary differences will reverse based on tax rates and laws that have been enacted or substantively enacted at the reporting date. Depending on the profitability of the operations, the deferred tax rate can consequently be significantly different from year to year. Calculating the future profitability of the operations is inherently uncertain and could materially change over time.

Additionally, future changes in tax laws in South Africa could limit the ability of the Group to obtain tax deductions in future periods.

ACCOUNTING POLICY

Income tax comprises current and deferred tax. Current tax and deferred tax is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

Current tax is measured on taxable income at the applicable statutory rate enacted or substantively enacted at the reporting date.

Deferred tax is provided on temporary differences existing at each reporting date between the tax values of assets and liabilities and their carrying amounts. Substantively enacted tax rates are used to determine future anticipated effective tax rates which in turn are used in the determination of deferred tax.

Deferred tax is not recognised for:

• temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;

• temporary differences related to investments in subsidiaries to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

• taxable temporary differences arising on the initial recognition of goodwill.

These temporary differences are expected to result in taxable or deductible amounts in determining taxable profits for future periods when the carrying amount of the asset is recovered or the liability is settled. The principal temporary differences arise from depreciation of property, plant and equipment, provisions, unutilised capital allowances and tax losses carried forward.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

Deferred tax assets relating to the carry forward of unutilised tax losses and/or unutilised capital allowances are recognised to the extent it is probable that future taxable profit will be available against which the unutilised tax losses and/or unutilised capital allowances can be recovered. Deferred tax assets are reviewed at each reporting date and are adjusted if recovery is no longer probable.

No provision is made for any potential tax liability on the distribution of retained earnings by Group companies.

8.1 ROYALTIES

The Mineral and Petroleum Resource Royalty Act 2008 (Royalty Act) imposes a royalty on refined (mineral resources that have undergone a comprehensive level of beneficiation such as smelting and refining as defined in Schedule 1 of the Royalty Act) and unrefined (mineral resources that have undergone limited beneficiation as defined in Schedule 2 of the Royalty Act) minerals payable to the State. The royalty in respect of refined minerals (which include gold refined to 99.5% and above and platinum) is calculated by dividing earnings before interest and taxes (EBIT) by the product of 12.5 times gross revenue calculated as a percentage, plus an additional 0.5%. EBIT refers to taxable mining income (with certain exceptions such as no deduction for interest payable and foreign exchange losses) before assessed losses but after capital expenditure. A maximum royalty of 5% of mining revenue has been introduced on refined minerals. The effective rate of royalty tax payable for the year ended 31 December 2015 was approximately 1.8% of mining revenue (2014: 2.0% and 2013: 2.1%).

Figures in million - SA rand Notes 2015 2014 2013Current year charge 28 (400.6) (430.5) (414.6)Total royalties (400.6) (430.5) (414.6)



8.2 MINING AND INCOME TAX

The components of mining and income tax are the following:

Figures in million - SA rand Notes 2015 2014 2013Mining tax (665.6) (847.9) (771.0)Non-mining tax (16.0) (24.8) (27.7)Company and capital gain tax (15.1) (6.5) (12.7)Prior year adjustment current tax - - 1.6Total current tax 28 (696.7) (879.2) (809.8)Deferred tax 22 319.5 51.1 553.6Total mining and income tax (377.2) (828.1) (256.2)

Reconciliation of the Group’s income tax to the maximum South African statutory mining tax rate of 34.0%:

Figures in million - SA rand Notes 2015 2014 2013South African statutory tax rates Mining tax1 Y=34-170/X Y=34-170/X Y=34-170/XNon-mining tax2 28.0% 28.0% 28.0%Company tax rate 28.0% 28.0% 28.0%Tax on profit before tax at maximum South African statutory mining tax rate (311.2) (793.9) (664.5)South African mining tax formula rate adjustment 265.6 340.2 329.6Rate adjustment to reflect the company tax rate of 28% (29.5) (10.4) (63.7)Non-deductible share-based payments 6 (40.5) (59.8) (72.6)Non-taxable share of results of equity-accounted investees 14 39.4 (160.0) 17.5Net other non-taxable income and non-deductible expenditure (1.3) (6.4) (18.8)Deferred tax assets not recognised (328.2) (80.5) -Non-deductible wear and tear allowances (31.2) (23.2) (4.0)Non-taxable gain loss on foreign exchange differences 21.6 6.6 6.7Change in estimated deferred tax rate3 (28.8) - 213.6Non-taxable gain on derecognition of financial guarantee liability 16.2 66.9 - -Non-deductible impairments 7 - (40.7) -Mining and income tax (377.2) (828.1) (256.2)1 Mining tax is determined according to a formula which takes into account the profit and revenue attributable to mining operations. Mining

taxable income is determined after the deduction of all mining capital expenditure, with the provision that this cannot result in an assessed loss. Capital expenditure amounts not deducted are carried forward as unredeemed capital expenditure to be deducted from future mining income. Accounting depreciation is ignored for the purpose of calculating mining tax. In the formula above, Y is the percentage rate of tax payable and X is the ratio of mining profit, after the deduction of redeemable capital expenditure, to mining revenue expressed as a percentage.

2 Non-mining income consists primarily of interest income and the guarantee fee received (refer to note 16.1). 3 The change in the estimated long term deferred tax rate, as a result of applying the mining tax formula as described in footnote 1, at which the

temporary differences will reverse, amounted to a tax charge of R28.8 million for the year ended 31 December 2015 and a tax credit of R213.6 million during the year ended 31 December 2013.

9. EARNINGS PER SHARE

ACCOUNTING POLICY

Earnings per share (EPS) is calculated based on the profit attributable to owners of Sibanye divided by the weighted average number of ordinary shares in issue during the period. A diluted EPS is presented when the inclusion of ordinary shares that may be issued in the future has a dilutive effect on EPS.

Headline EPS is calculated by dividing the headline earnings attributable to owners of Sibanye by the weighted average number of ordinary shares in issue during the year.

9.1 BASIC EARNINGS PER SHARE

Basic EPS is calculated by dividing the profit attributable to owners of Sibanye by the weighted average number of ordinary shares in issue during the year.

2015 2014 2013Weighted average number of shares Ordinary shares in issue ('000) 916 140 898 840 735 079Adjustment for weighting of ordinary shares in issue ('000) (4 102) (62 904) (84 458)Weighted average number of shares ('000) 912 038 835 936 650 621Profit attributable to owners of Sibanye (SA rand million) 716.9 1 551.5 1 692.4Basic EPS (cents) 79 186 260



9.2 DILUTED EARNINGS PER SHARE

Diluted EPS is calculated by dividing the profit attributable to owners of Sibanye by the diluted number of ordinary shares in issue during the year.

Dilutive shares are the number of potentially dilutive ordinary shares that could be issued as a result of share options granted to employees under the share option schemes referred to in note 6.

2015 2014 2013Weighted average number of shares Weighted average number of shares ('000) 912 038 835 936 650 621Potential ordinary shares ('000) 5 671 18 791 13 667Diluted weighted average number of shares ('000) 917 709 854 727 664 288Diluted basic EPS (cents) 78 182 255

9.3 HEADLINE EARNINGS PER SHARE

Reconciliation of profit attributable to owners of Sibanye to headline earnings:

Figures in million - SA rand Gross Net of tax31 December 2015 Profit attributable to owners of Sibanye 716.9Profit on disposal of property, plant and equipment (58.7) (42.3)Headline earnings 674.6Headline EPS (cents) 74

31 December 2014 Profit attributable to owners of Sibanye 1 551.5Profit on disposal of property, plant and equipment (9.5) (6.8)Impairments 275.1 233.1Reversal of impairment (474.1) (360.3)Headline earnings 1 417.5Headline EPS (cents) 170

31 December 2013 Profit attributable to owners of Sibanye 1 692.4Profit on disposal of property, plant and equipment (5.5) (3.9)Impairment 821.0 591.1Loss on loss of control of subsidiary 30.2 30.2Headline earnings 2 309.8Headline EPS (cents) 355

9.4 DILUTED HEADLINE EARNINGS PER SHARE

Diluted headline EPS is calculated by dividing the headline earnings attributable to owners of Sibanye by the diluted weighted average number of ordinary shares in issue during the year.

2015 2014 2013Diluted headline EPS (cents) 74 166 348

10. DIVIDENDS

ACCOUNTING POLICY

Dividends are recognised only when such dividends are declared.

Cash flows from dividends paid are classified under operating activities in the statement of cash flows.

Figures in million - SA rand 2015 2014 2013Dividend declared and paid 658.4 1 005.2 271.9Dividend per share (cents) 72 125 37

The dividend declared and paid relates to the final dividend of 62 SA cents per share or R567.1 million in respect of the year ended 31 December 2014 declared on 19 February 2015 and the interim dividend of 10 SA cents per share or R91.3 million in respect of the six months ended 30 June 2015 declared on 5 August 2015.



11. PROPERTY, PLANT AND EQUIPMENT


CARRYING VALUE OF PROPERTY, PLANT AND EQUIPMENT

All mining assets are amortised using the units-of-production method where the mine operating plan calls for production from proved and probable Mineral Reserves.

Mobile and other equipment are depreciated over the shorter of the estimated useful life of the asset or the estimate of mine life based on proved and probable Mineral Reserves.

The calculation of the units-of-production rate of amortisation could be impacted to the extent that actual production in the future is different from current forecast production based on proved and probable Mineral Reserves. This would generally result from the extent that there are significant changes in any of the factors or assumptions used in estimating Mineral Reserves.

These factors could include:

• Changes in proved and probable Mineral Reserves;

• Differences between actual commodity prices and commodity price assumptions;

• Unforeseen operational issues at mine sites;

• Changes in capital, operating, mining, processing and reclamation costs, discount rates and foreign exchange rates; and

• Changes in Mineral Reserves could similarly impact the useful lives of assets depreciated on a straight-line basis, where those lives are limited to the life of the mine.

The recoverable amounts of cash-generating units and individual assets have been determined based on the higher of value-in-use calculations and fair value less cost to sell. These calculations require the use of estimates and assumptions. It is reasonably possible that the gold price assumption may change which may then impact the Group estimated life of mine determinant and may then require a material adjustment to the carrying value of property, plant and equipment.

The Group reviews and tests the carrying value of assets when events or changes in circumstances suggest that the carrying amount may not be recoverable by comparing expected future cash flows to these carrying values. Assets are grouped at the lowest level for which identifiable cash flows are largely independent of cash flows of other assets and liabilities. If there are indications that impairment may have occurred, estimates are prepared of expected future cash flows of each group of assets. Expected future cash flows used to determine the value in use and fair value less costs to sell of property, plant and equipment are inherently uncertain and could materially change over time. They are significantly affected by a number of factors including reserves and production estimates, together with economic factors such as spot and future gold prices, discount rates, foreign currency exchange rates, estimates of costs to produce reserves and future capital expenditure.

MINERAL RESERVES ESTIMATES

Mineral Reserves are estimates of the amount of product that can be economically and legally extracted from the Group’s properties. In order to calculate the reserves, estimates and assumptions are required about a range of geological, technical and economic factors, including but not limited to quantities, grades, production techniques, recovery rates, production costs, transport costs, commodity demand, commodity prices and exchange rates.

Estimating the quantity and grade of the Mineral Reserves requires the size, shape and depth of orebodies to be determined by analysing geological data such as the logging and assaying of drill samples. This process may require complex and difficult geological judgements and calculations to interpret the data.

The Group is required to determine and report, inter alia, on the Mineral Reserves in accordance with the South African Code for Reporting of Exploration Results, Mineral Resources and Mineral Reserves (SAMREC).



Estimates of Mineral Reserves may change from period to period due to the change in economic assumptions used to estimate Mineral Reserves and due to additional geological data becoming available during the course of operations. Changes in reported proven and probable reserves may affect the Group’s financial results and position in a number of ways, including the following:

• Asset carrying values may be affected due to changes in estimated cash flows;

• Depreciation and amortisation charges to profit or loss may change as these are calculated on the units-of production method, or where the useful lives of assets change;

• Decommissioning site restoration and environmental provisions may change where changes in ore reserves affect expectations about the timing or cost of these activities; and

• The carrying value of deferred tax assets may change due to changes in estimates of the likely recovery of the tax benefits.

PRE-PRODUCTION

The Group assesses the stage of each mine construction project to determine when a mine moves into the production stage. The criteria used to assess the start date are determined based on the unique nature of each mine construction project. The Group considers various relevant criteria to assess when the mine is substantially complete, ready for its intended use and moves into the production stage. Some of the criteria would include, but are not limited to the following:

• the level of capital expenditure compared to the construction cost estimates;

• ability to produce metal in saleable form (within specifications); and

• ability to sustain commercial levels of production of metal.

When a mine construction project moves into the production stage, the capitalisation of certain mine construction costs ceases and costs are expensed, except for capitalisable costs related to mining asset additions or improvements, underground mine development or ore reserve development.

ACCOUNTING POLICY

MINERAL AND SURFACE RIGHTS

Mineral and surface rights are recorded at cost less accumulated amortisation and accumulated impairment losses. When there is little likelihood of a mineral right being exploited, or the carrying amount has exceeded its recoverable amount, impairment is recognised in profit or loss in the year that such determination is made.

MINE DEVELOPMENT AND INFRASTRUCTURE

Mining assets, including mine development and infrastructure costs and mine plant facilities, are recorded at cost less accumulated depreciation and accumulated impairment losses.

These costs which include the purchase price of assets used in the construction of the mine, expenditure incurred to evaluate and develop new ore bodies, to define mineralisation in existing ore bodies and to establish or expand productive capacity, are capitalised until commercial levels of production are achieved, at which times the costs are amortised as set out below.

Development of ore bodies includes the development of shaft systems and waste rock removal that allows access to reserves that are economically recoverable in the future. Subsequent to this, costs are capitalised if the criteria for recognition as an asset are met. Access to individual orebodies exploited by the Group is limited to the time span of the respective mining leases.

LAND

Land is shown at cost and is not depreciated.

OTHER ASSETS

Non-mining assets are recorded at cost less accumulated depreciation and accumulated impairment losses. These assets include the assets of the mining operations not included in mine development and infrastructure, borrowing costs, mineral and surface rights, land and all the assets of the non-mining operations.



AMORTISATION AND DEPRECIATION OF MINING ASSETS

Amortisation and depreciation is determined to give a fair and systematic charge in profit or loss taking into account the nature of a particular ore body and the method of mining that ore body. To achieve this, the following calculation methods are used:

• Mining assets, including mine development and infrastructure costs, mine plant facilities and evaluation costs, are amortised over the life of the mine using the units-of-production method, based on estimated proved and probable Mineral Reserves above infrastructure.

• Proved and probable Mineral Reserves reflect estimated quantities of economically recoverable reserves, which can be recovered in future from known mineral deposits.

• Certain mining plant and equipment included in mine development and infrastructure are depreciated on a straight-line basis over their estimated useful lives.

DEPRECIATION OF NON-MINING ASSETS

Non-mining assets are recorded at cost and depreciated on a straight-line basis over their current expected useful lives to their residual values as follows:

• Vehicles 20%

• Computers 33.3%

• Furniture and equipment 10%

The assets’ useful lives, depreciation methods and residual values are reassessed at each reporting date and adjusted if appropriate.

IMPAIRMENT

Recoverability of the carrying values of long-term assets or cash-generating units (CGU) of the Group are reviewed whenever events or changes in circumstances indicate that such carrying value may not be recoverable. To determine whether a long-term asset or CGU may be impaired, the higher of value in use (defined as: the present value of future cash flows expected to be derived from an asset or CGU) or fair value less costs to sell (defined as: the price that would be received to sell an asset in an orderly transaction between market participants at the measured rate, less the costs of disposal) is compared to the carrying value of the asset/unit.

A CGU is defined by the Group as the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Generally for the Group this represents an individual operating mine, including mines which are part of a larger mine complex. The costs attributable to individual shafts of a mine are impaired if the shaft is closed.

Impairment losses are recognised in profit or loss. Impairment recognised in respect of a CGU is allocated to the individual assets in the CGU.

When any infrastructure is closed down or placed on care and maintenance during the year, any carrying value attributable to that infrastructure is impaired. Expenditure incurred on care and maintenance is recognised in profit or loss.

When the review of the events or changes in circumstances of an asset or CGU that was previously impaired indicate that such historical carrying value is recoverable, the impairment is reversed. The impairment is only reversed to such an amount that the new carrying amount does not exceed the historical carrying amount. Reversal of impairment losses are recognised in profit or loss. Reversal of impairment recognised in respect of a CGU is allocated to the individual assets in the CGU.

GAIN OR LOSS ON DISPOSAL

Any gain or loss on disposal on an item of property, plant and equipment (calculated as the net proceeds from disposal and the carrying amount of the item) is recognised in profit or loss.



EXPLORATION AND EVALUATION EXPENDITURE

All exploration and evaluation expenditure, prior to obtaining the legal rights to explore a specific area, is recognised in profit or loss. After the legal rights to explore are obtained, exploration and evaluation expenditure, comprising the costs of acquiring prospecting rights and directly attributable exploration expenditure, is capitalised as a separate class of property, plant and equipment or intangible assets, on a project-by-project basis, pending determination of the technical feasibility and commercial viability.

The technical feasibility and commercial viability of extracting a mineral resource is generally considered to be determinable through a feasibility study and when proven reserves are determinable to exist. Upon determination of proven reserves, exploration and evaluation assets attributable to those reserves are first tested for impairment and then reclassified from exploration and evaluation assets to another appropriate class of property, plant and equipment. Subsequently, all cost directly incurred to prepare an identified mineral asset for production is capitalised to mine development assets. Amortisation of these assets commences once these assets are available for use, which is expected to be when the mine is in commercial production. These assets will be measured at cost less accumulated amortisation and impairment losses.

Figures in million - SA rand Notes Total

Mine

development, infrastructure

and other

Land, mineral

rights and rehabilitation

Explorationand

evaluationassets

31 December 2015 Cost Balance at beginning of the year 54 404.9 48 637.6 3 882.3 1 885.0Additions 3 344.8 3 303.5 6.0 35.3Change in estimate of rehabilitation assets 24 (273.4) - (273.4) -Disposals (44.6) (21.2) (23.4) -Balance at end of the year 57 431.7 51 919.9 3 591.5 1 920.3Accumulated amortisation, depreciation and impairment Balance at beginning of the year 31 700.9 30 650.2 1 050.7 -Amortisation and depreciation 4 3 636.6 3 358.4 278.2 -Disposals (38.2) (30.5) (7.7) -Balance at end of the year 35 299.3 33 978.1 1 321.2 -

Carrying value at end of the year 22 132.4 17 941.8 2 270.3 1 920.3

SECURITY

The Burnstone Debt is fully secured against the assets of Burnstone (R1.4 billion) and there is no recourse to the Sibanye Group.



Figures in million - SA rand Notes Total

Mine development, infrastructure

and other

Land, mineral


Explorationand

evaluationassets

31 December 2014 Cost Balance at beginning of the year 43 970.8 42 362.5 1 364.0 244.3Additions 3 250.8 3 231.2 1.1 18.5Change in estimates of rehabilitation assets 24 131.5 - 131.5 -Disposals (68.1) (66.1) (2.0) -Assets acquired on acquisition of subsidiaries 12 7 119.9 3 110.0 2 387.7 1 622.2Balance at end of the year 54 404.9 48 637.6 3 882.3 1 885.0Accumulated amortisation, depreciation and impairment Balance at beginning of the year 28 819.8 27 942.0 877.8 -Amortisation and depreciation 4 3 254.7 3 054.0 200.7 -Impairment 7 155.5 155.5 - -Reversal of impairment (474.1) (448.1) (26.0) -Disposals (55.0) (53.2) (1.8) -Balance at end of the year 31 700.9 30 650.2 1 050.7 -

Carrying value at end of the year 22 704.0 17 987.4 2 831.6 1 885.0

IMPAIRMENT

The Python processing plant was decommissioned in July 2014 due to process design flaws. As a result a decision was taken to impair the entire carrying value of the Python plant by R155.5 million.

REVERSAL OF IMPAIRMENT AT BEATRIX WEST

During the six months ended 30 June 2013 the mining assets of Beatrix West Section was impaired by R821.0 million due to a fire during February 2013 which affected approximately 38% of the planned production area, impacting on the commercial viability of the Beatrix West Section. In addition management entered into a section 189 consultation with affected stakeholders, agreeing that ore reserve development would largely be suspended and that the remaining ore reserves would be mined to completion.

Due to the positive results of the restructured Beatrix West Section it returned to profitability and as a result a decision was taken to reverse the impairment recorded during the six months ended 30 June 2013. This resulted in a R474.1 million reversal of impairment to the historical carrying value less depreciation subsequent to 30 June 2013.

The reversal was based on the estimated fair value less cost to sell over the life of mine. The fair value was calculated based on expected discounted cash flows from the expected gold reserves and costs to extract the gold.

Figures in million - SA rand Total

Mine development, infrastructure

and other

Land, mineral


Explorationand

evaluationassets

31 December 2013 Cost Balance at beginning of the year 41 362.3 39 593.4 1 524.6 244.3Additions 2 901.5 2 901.5 - -Change in estimates of rehabilitation assets 24 (160.6) - (160.6) -Disposals (15.2) (15.2) - -Loss of control of subsidiary (117.2) (117.2) - -Balance at end of the year 43 970.8 42 362.5 1 364.0 244.3Accumulated amortisation, depreciation and impairment Balance at beginning of the year 24 986.2 24 238.0 748.2 -Amortisation and depreciation 4 3 103.9 3 018.7 85.2 -Impairment 7 821.0 776.6 44.4 -Disposals (13.8) (13.8) - -Loss of control of subsidiary (77.5) (77.5) - -Balance at end of the year 28 819.8 27 942.0 877.8 -

Carrying value at end of the year 15 151.0 14 420.5 486.2 244.3



12. ACQUISITIONS

ACCOUNTING POLICY

BUSINESS COMBINATIONS

The acquisition method of accounting is used to account for business combinations by the Group. The consideration transferred for the acquisition of a business is the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. Subsequently, the carrying amount of non-controlling interest is the amount of the interest at initial recognition plus the non-controlling interest’s share of the subsequent changes in equity, plus or minus changes in the portion interest of the equity of the subsidiary not attributable, directly or indirectly, to Sibanye shareholders

The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in profit or loss.

a) COOKE ACQUISITION

On 15 May 2014 all conditions precedent to the acquisition of Gold One’s 76% shareholding in, and the Gold One Group claims against, Newshelf 1114 were fulfilled. Newshelf 1114 holds a 100% shareholding in Rand Uranium and Ezulwini, the activities of these companies include the Cooke Operations.

On completion of the Newshelf 1114 black economic empowerment (BEE) structure, Sibanye will have a 74% interest in Newshelf 1114. The current balance of 24% not owned by Sibanye forms part of the Newshelf 1114 BEE structure. The negotiated Newshelf 1114 BEE structure will also include an additional 2% to be issued to an Employees Trust Fund of which the financing mechanism is still being finalised. Once finalised Sibanye will issue the 26 shares at R2.0 million per share as agreed with all stakeholders.

As consideration for the acquisition of the Cooke Operations, Sibanye issued 156,894,754 new Sibanye ordinary shares at R28.61.

CONSIDERATION TRANSFERRED

The following table summarises the acquisition date fair value of each major class of consideration transferred:

Figures in million - SA rand 2014 Equity instruments (156,894,754 ordinary shares) 4 488.8Loans granted prior to acquisition 161.2Total consideration transferred 4 650.0

ACQUISITION RELATED COSTS

The Group incurred acquisition related costs of R81.5 million on advisory and legal fees. These costs are recognised as transaction costs in profit or loss in 2014.



IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED

The following table summarises the fair value of assets acquired and liabilities assumed at the acquisition date: Figures in million - SA rand 2014 Property, plant and equipment 5 556.4Environmental rehabilitation obligation funds 341.7Inventories 77.6Trade and other receivables 156.8Cash and cash equivalents 31.8Deferred tax (169.2)Borrowings (696.2)Environmental rehabilitation obligation (501.8)Trade and other payables (486.2)Tax and royalties payable (1.4)Total identifiable net assets acquired 4 309.5

The fair value of assets and liabilities excluding property plant and equipment and rehabilitation obligation approximate their carrying value. The fair value of property, plant and equipment was based on the expected discounted cash flows of the expected gold reserves and costs to extract the gold discounted at a nominal discount rate of 12.2% and a gold price of R440,000/kg.

GOODWILL

Goodwill arising from the acquisition has been recognised as follows: Figures in million - SA rand Notes 2014 Consideration transferred 4 650.0Fair value of identifiable net assets (4 309.5)Non-controlling interests, based on their proportionate interest in the recognised amounts of the assets and liabilities of Cooke1 396.2Goodwill 13 736.71 The amount recognised as non-controlling interests represents the BEE consortium’s proportionate share of the net assets at acquisition

date of Newshelf 1114 after considering the loan amount due and payable to Sibanye.

b) WITWATERSRAND CONSOLIDATED GOLD RESOURCES LIMITED ACQUISITION

Sibanye announced on 11 December 2013 that it had offered to acquire the entire issued share capital of Wits Gold for a cash consideration of R11.55 per Wits Gold share. The transaction was subject to the fulfilment of various conditions precedent which were completed on 14 April 2014.

On 13 March 2014, at the Wits Gold shareholders meeting, the shareholders of Wits Gold approved the proposed transaction by voting in favour of the various resolutions to give effect to the transaction.

On 14 April 2014, Sibanye paid R400.5 million to the Wits Gold shareholders and obtained control (100%) of Wits Gold. Wits Gold is not a business as defined in IFRS and thus the acquisition is considered to be outside the scope of IFRS 3 Business Combinations. The acquisition was accounted for as an asset acquisition in which the consideration paid for the acquisition is allocated to the individual identifiable assets acquired and liabilities assumed based on their relative fair values. Transaction related expenses of R14.8 million have been capitalised.

The consideration paid was as follows:

Figures in million - SA rand 2014 Cash 415.3Total consideration paid 415.3

The identified assets acquired and liabilities assumed at the acquisition date is as follows:

Figures in million - SA rand 2014Property, plant and equipment 472.7Trade and other receivables 1.7Cash and cash equivalents 5.6Borrowings (40.0)Trade and other payables (24.7)Total identifiable net assets acquired 415.3



c) BURNSTONE ACQUISITION

On 5 July 2013 Wits Gold announced to its shareholders that it had submitted a final binding offer (the Offer) to Mr Peter van den Steen, the business rescue practitioner of SGEO (previously Southgold Exploration Proprietary Limited), to acquire SGEO, the sole owner of Burnstone located in South Africa’s Mpumalanga Province.

All the outstanding conditions precedent were met on 1 July 2014, and Sibanye, through its subsidiary Wits Gold, took control (100%) of Burnstone from this date.

Sibanye acquired all of the issued shares of SGEO together with all shareholder and inter-group loans against SGEO for a purchase consideration of R100.00.In addition Wits Gold has to fund up to R950 million by means of a loan (Wits Gold Loan), over time, as working capital to support the production plan. The Wits Gold Loan will attract interest at the Johannesburg Interbank Agreed Rate (JIBAR) plus a margin of 4% from 1 July 2017.

There were no changes during the year ended 31 December 2015 to the provisional purchase price allocation performed at the time of the Burnstone acquisition.

CONSIDERATION TRANSFERRED

The following table summarises the acquisition date fair value of each major class of consideration transferred:

Figures in million - SA rand 2014 Cash -Loan granted prior to acquisition 77.4Total consideration transferred 77.4

ACQUISITION RELATED COSTS

The Group incurred acquisition related costs of R29.7 million on advisory and legal fees. These costs are recognised as transaction costs in profit or loss.

IDENTIFIED ASSETS ACQUIRED AND LIABILITIES ASSUMED

The following table summarises the fair value of assets acquired and liabilities assumed at the acquisition date:

Figures in million - SA rand Notes 2014Property, plant and equipment 1 089.7Environmental rehabilitation obligation funds 32.4Inventories 0.4Trade and other receivables 27.2Cash and cash equivalents 0.7Borrowings 23 (1 007.6)Environmental rehabilitation obligation (42.2)Trade and other payables (23.2)Total identifiable net assets acquired 77.4

The fair value of assets and liabilities excluding property plant and equipment approximate their carrying value. The fair value of property, plant and equipment was based on the expected discounted cash flows of the expected gold reserves and costs to extract the gold discounted at a nominal discount rate of 17.5% and a gold price of R440,000/kg.



13. GOODWILL


Goodwill is tested for impairment on an annual basis. Expected future cash flows used to determine the recoverable amount of property, plant and equipment and goodwill are inherently uncertain and could materially change over time. The recoverable amount is significantly affected by a number of factors including reserves and production estimates, together with economic factors such as the expected commodity price, foreign currency exchange rates, estimates of production costs, future capital expenditure and discount rates.

An individual operating mine does not have an indefinite life because of the finite life of its reserves. The allocation of goodwill to an individual mine will result in an eventual goodwill impairment due to the wasting nature of the mine.

ACCOUNTING POLICY

Goodwill is stated at cost less accumulated impairment losses. In accordance with the provisions of IAS 36 Impairment of Assets, the Group performs its annual impairment review of goodwill at each financial year end or whenever there are impairment indicators to establish whether there is any indication of impairment to goodwill. A write-down is made if the carrying amount exceeds the recoverable amount. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill allocated to the entity sold.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose.

Figures in million - SA rand Notes 2015 2014 2013Balance at beginning of the year 736.7 - -Goodwill on acquisition of Cooke 12 - 736.7 -Balance at end of the year 736.7 736.7 -

The goodwill arose on the acquisition of Cooke and was attributable to the synergies at the Group’s other operations, the underlying assets of Cooke and WRTRP. The goodwill is allocated to Beatrix R103.9 million, Driefontein R166.9 million Kloof R165.5 million, Cooke R201.3 million and WRTRP R99.1 million CGUs where it is tested for impairment.

In line with the accounting policy, the recoverable amount was determined by reference to “fair value less costs to sell” being the higher of “value in use” and “fair value less cost to sell”, based on the cash flows over the life of the CGUs and discounted to present value at an appropriate discount rate.

The Group’s estimates and assumptions used in the 31 December 2015 calculation include:

• Nominal discount rates between 11.4% and 14.7% for operating mines and 17.2% for WRTRP; and

• The annual life-of-mine plan that takes into account the following:

− Proved and probable ore reserves of the CGUs;

− Resources are valued using appropriate price assumptions;

− Cash flows are based on the life-of-mine of operating mines that range between 8 and 27 and WRTRP in excess of 20 years;

− Capital expenditure estimates over the life-of-mine plan.

− Inflation rate of 6%;

− Gold price of R550,000/kg; and

− Uranium price of R1,300/kg.

There were no other events or changes in circumstances that suggest that the carrying amount of a CGU may not be recoverable. There is no goodwill impairment at 31 December 2015.

The recoverable amounts of the Driefontein, Kloof, Beatrix and WRTRP CGUs are significantly higher than the carrying values, therefore a reasonably possible adverse change in the abovementioned assumptions would not likely result in an adjustment to the carrying values. The recoverable amount of the Cooke CGU approximates its carrying value due to the fair value recognised on the acquisition of Cooke (refer to note 12), therefore any reasonably possible adverse change in the abovementioned assumptions compared to the fair value assumptions used at acquisition (refer to note 12) could result in impairment.



14. EQUITY-ACCOUNTED INVESTMENTS


Rand Refinery implemented a new Enterprise Resource Planning system in April 2013. An imbalance was detected between physical gold and silver on hand (physical inventory) and what Rand Refinery owed its depositors and bullion bankers (ownership) per the metallurgical trial balance. Rand Refinery’s investigations revealed that the shortfall could have been attributed to a number of factors. Various internal projects, campaigns and external reviews were performed to reduce the risk of recurrence. The carrying value of Rand Refinery remains an area of estimation and uncertainty until the root cause of the imbalance is determined.

ACCOUNTING POLICY

The equity method of accounting is used for investments in associates.

An associate is an investment over which the Group exercises significant influence, but not control. Associates are equity-accounted from the date that significant influence or joint control is obtained to the date that the Group ceases to have significant influence.

Results of associates are equity-accounted using the results of their most recent audited annual financial statements or unaudited management accounts. Any losses from associates are brought to account in the consolidated financial statements until the interest in such associates is written down to zero. The interest includes any long-term interests that in substance, form part of the entity’s net investment in the equity-accounted investee, for example long-term receivables for which settlement is neither planned nor likely to occur in the foreseeable future. Thereafter, losses are accounted for only insofar as the Group is committed to providing financial support to such associates.

The carrying value of an equity-accounted investment represents the cost of the investment, including goodwill, the proportionate share of the post-acquisition retained earnings and losses, any other movements in reserves, any impairment losses and loans to or from the equity-accounted investee. The carrying value together with any long-term interests that in substance form part of the net investment in the equity-accounted investee is assessed annually for existence of indicators of impairment and if such exist, the carrying amount is compared to the recoverable amount, being the higher of value in use or fair value less costs to sell. If an impairment in value has occurred, it is recognised in the period in which the impairment arose. Indicators of impairment include a significant or prolonged decline in the investments fair value below its carrying value.

The Group holds the following equity-accounted investments:

Figures in million - SA rand 2015 2014 2013Rand Refinery 148.7 55.1 270.1Living Gold 18.8 14.3 5.0Balance at end of the year 167.5 69.4 275.1

MATERIAL EQUITY-ACCOUNTED INVESTMENTS

RAND REFINERY

Sibanye has a 33.1% interest in Rand Refinery, a company incorporated in the Republic of South Africa, which is involved in the refining of bullion and by-products sourced from, inter alia, South African and foreign gold producing mining companies. The investment has been equity-accounted since 1 July 2002.

The movement for the year is as follows:

Figures in million - SA rand Notes 2015 2014 2013Balance at beginning of the year 55.1 270.1 218.6Share of results of equity-accounted investee after tax1 114.5 (480.0) 51.5Impairment 7 - (119.6) -Loan (repaid by)/advanced to equity-accounted investee (20.9) 384.6 -Balance at end of the year 148.7 55.1 270.11 Rand Refinery has a 30 September year end and equity accounting is based on its results to 30 September.

On 18 December 2014, Rand Refinery drew down R1.029 billion under a R1.2 billion subordinated shareholders loan (the Facility), with Sibanye’s proportional share being R384.6 million. Amounts drawn down under the Facility are repayable within two years from the first draw down date. If the loan is not repaid within two years, it will automatically convert into equity in Rand Refinery. Interest under the Facility is at JIBAR plus a margin of 3.5%. Sibanye has subordinated all claims



it might have against Rand Refinery as part of the Facility agreement. During the year Rand Refinery paid R37.3 million (2014: R1.2 million) interest on the loan.

The Group’s interest in the summarised financial statements of Rand Refinery are:

Figures in million - SA rand Notes 2015 2014 2013Total revenue of Rand Refinery 1 021.0 377.0 776.0Total comprehensive income of Rand Refinery 346.0 (299.0) 155.7

Total assets 1 220.0 872.0 1 459.0Total liabilities (1 375.0) (1 373.0) (511.1)Net (liabilities)/assets (100.0%) (155.0) (501.0) 947.9

Reconciliation of the total investment in associate with attributable net assets: Net assets (33.1%) (51.7) (166.2) 313.8Dividend received (8.2) (8.2) (8.2)Fair value adjustment1 (35.5) (35.5) (35.5)Impairment 7 (119.6) (119.6) -Loan to equity-accounted investee 363.7 384.6 -Total investment in equity-accounted investee 148.7 55.1 270.11 The investment in equity-accounted investee was fair valued at 1 July 2002, the date when significant influence was obtained.

15. ENVIRONMENTAL REHABILITATION OBLIGATION FUNDS

ACCOUNTING POLICY

The Group’s rehabilitation obligation funds includes equity-linked investments that are fair valued at each reporting date. The fair value is calculated with reference to underlying equity instruments using industry valuation techniques and appropriate models. While Sibanye’s management believes that these assumptions are appropriate, the use of different assumptions could have a material impact on the fair value of the investments.

Annual contributions are made to dedicated environmental rehabilitation obligation funds to fund the estimated cost of rehabilitation during and at the end of the life of the relevant mine. The amounts contributed to these funds are included under non-current assets and are measured at fair value through profit or loss. Interest earned on monies paid to rehabilitation funds is accrued on a time proportion basis and is recorded as investment income.

In addition, bank guarantees are provided for funding shortfalls of the environmental rehabilitation obligations.

Figures in million - SA rand Notes 2015 2014 2013Environmental rehabilitation obligation funds Balance at beginning of the year 2 192.8 1 588.1 1 331.1Contributions 77.8 69.3 172.3Investment income 134.8 98.5 84.7Fair value adjustment1 8.5 62.7 -Environmental rehabilitation obligation funds on acquisition of subsidiaries 12 - 374.2 -Balance at end of the year 2 413.9 2 192.8 1 588.1

Environmental rehabilitation obligation funds comprise of the following: Restricted cash2 341.8 301.5 73.5Funds 2 072.1 1 891.3 1 514.61 The environmental rehabilitation trust fund includes equity-linked investments that are fair valued at each reporting date. 2 The funds are set aside to serve as collateral against the guarantees made to the Department of Minerals and Resources (DMR) for

environmental rehabilitation obligations.



16. FINANCIAL GUARANTEE

ACCOUNTING POLICY

Financial guarantee contracts are accounted for as financial instruments and are recognised initially at fair value and are subsequently measured at the higher of the amount determined in accordance with IAS 37 Provisions, Contingent Liabilities and Assets, and the initial amount recognised less cumulative amortisation.

As of 18 February 2013, the Gold Fields group no longer guarantee any debt of Sibanye, similarly Sibanye was released from all of its obligations as guarantor under Gold Fields group debt, except, Sibanye remained a joint guarantor of the US$1 billion 4.875% guaranteed notes (the Notes) issued by Gold Fields Orogen Holding (BVI) Limited (Orogen), a subsidiary of Gold Fields.

An indemnity agreement (the Indemnity Agreement) was entered into between Gold Fields, Sibanye, Gold Fields Operations (GFO) Limited and Gold Fields Holding Company (BVI) Limited (GF Holdings) (collectively the Guarantors) pursuant to which the Guarantors (other than Sibanye) hold Sibanye harmless from and against any and all liabilities and expenses which may be incurred by Sibanye under or in connection with the Notes, including any payment obligations by Sibanye to the note holders or the trustee of the Notes pursuant to the guarantee of the Notes.

The Group initially recognised the financial guarantee liability at fair value of the guarantee in connection with the Notes and subsequently amortised over the remaining period of the Notes.

As of 18 February 2013, the Group raised a receivable under the financial guarantee asset for the future guarantee fee income that Orogen was obliged to pay bi-annually to Sibanye until it was released as a guarantor under the Notes.

During March 2015 Gold Fields approached the note holders through a consent solicitation process to release Sibanye of its obligations as a guarantor under the Notes. On 22 April 2015 the note holders approved the various resolutions to release Sibanye as guarantor. The release became effective on 24 April 2015 when all the conditions to the extraordinary resolution were met. As part of the agreement Sibanye paid a guarantee release fee of US$5 million to Orogen, and derecognised the financial guarantee asset and liability.

16.1 FINANCIAL GUARANTEE ASSET

Figures in million - SA rand 2015 2014 2013Balance at beginning of the year 282.6 290.2 -Initial recognition at fair value - - 282.3Guarantee fees received (9.6) (53.6) (47.0)Interest income 4.9 15.0 12.3Gain on foreign exchange differences 15.9 31.0 42.6Loss on derecognition of financial guarantee asset (293.8) - -Balance at end of the year - 282.6 290.2Reconciliation of the non-current and current portion of the guarantee asset: Financial guarantee asset - 282.6 290.2Current portion of financial guarantee asset - (57.1) (51.7)Non-current portion of financial guarantee asset - 225.5 238.5

The financial guarantee asset was discounted to a present value at 5.38%, which is a reflection of the interest rate of the Notes adjusted for risk factors.

16.2 FINANCIAL GUARANTEE LIABILITY

Figures in million - SA rand 2015 2014 2013Balance at beginning of the year 197.0 206.6 196.4Amortisation of guarantee liability1 (11.7) (31.8) (28.2)Foreign exchange loss 11.6 22.2 38.4Gain on derecognition of financial guarantee liability (196.9) - -Balance at end of the year - 197.0 206.61 The amortisation charge of the guarantee liability is disclosed as part of the (loss)/gain on financial instruments in profit or loss.



16.3 NET LOSS ON DERECOGNITION OF FINANCIAL GUARANTEE ASSET AND LIABILITY

Figures in million - SA rand 2015Guarantee release fee (61.4)Loss on derecognition of financial guarantee asset (293.8)Gain on derecognition of financial guarantee liability 196.9Net loss on derecognition of the financial guarantee asset and liability (158.3)

17. INVENTORIES


Costs that are incurred in or benefit the productive process are accumulated gold-in-process, uranium-in-process and product inventories. Net realisable value tests are performed at least annually and represent the estimated future sales price of the product based on prevailing spot commodity prices at the reporting date, less estimated costs to complete production and bring the product to sale. Future commodity price fluctuations could negatively impact the valuation of inventory. If any inventories are expected to be realised in the long-term horizon, estimated future sales prices are used for valuation purposes.

ACCOUNTING POLICY

The Group’s inventories comprise consumable stores and uranium stockpiles. Inventory is valued at the lower of cost and net realisable value. The Group values uranium-in-process and gold-in-process when it can be reliably measured. Consumable stores are valued at weighted average cost after appropriate provision for surplus and slow-moving items.

Figures in million - SA rand 2015 2014 2013Consumable stores1 277.5 274.9 187.1Uranium finished goods and uranium-in-process2 128.4 52.8 -Total inventories 405.9 327.7 187.11The cost of consumable stores consumed during the year and included in operating cost amounted to R3,995.7 million

(2014: R3,480.4 million and 2013: R2,720.7 million). 2 Although the Uranium finished goods and Uranium-in-process was presented under current assets, management does not expect that this

inventory will be realised within 12 months from the reporting date.

During the year ended 31 December 2015, the Company recognised a net realisable value write down of R24.0 million on its Uranium finished goods and Uranium-in-process inventory. The write down is disclosed as part of cost of sales.

18. TRADE AND OTHER RECEIVABLES

ACCOUNTING POLICY

Trade and other receivables are initially recognised at fair value and subsequently carried at amortised cost less allowance for impairment. Estimates made for impairment are based on a review of all outstanding amounts at period end. Irrecoverable amounts are written off during the period in which they are identified.

Figures in million - SA rand 2015 2014 2013Trade receivables - gold sales 933.4 383.4 473.3Other trade receivables 108.4 177.6 91.8Prepayments 123.7 68.9 116.7Value added tax 344.6 262.1 197.2Payroll debtors 109.5 87.3 54.9Interest receivable 7.8 13.5 39.9Total trade and other receivables 1 627.4 992.8 973.8



19. CASH AND CASH EQUIVALENTS

ACCOUNTING POLICY

Cash and cash equivalents comprise cash on hand, demand deposits and short-term, highly liquid investments readily convertible to known amounts of cash and subject to insignificant risk of changes in value and are measured at amortised cost which is deemed to be fair value as they have a short-term maturity.

Bank overdrafts are included within current liabilities in the statement of financial position.

Figures in million - SA rand 2015 2014 2013Cash at the bank and on hand 717.4 562.9 1 082.4Restricted cash1 - - 410.0Total cash and cash equivalents 717.4 562.9 1 492.41 At 31 December 2013 R410.0 million was in an escrow account, being the consideration for the Wits Gold acquisition. Refer to note 12 for

further details relating to the transaction.

20. STATED SHARE CAPITAL

ACCOUNTING POLICY

ORDINARY SHARE CAPITAL

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.

Figures in thousand Notes 2015 2014 2013Authorised number of shares 2 000 000 1 000 000 1 000 000Reconciliation of issued number of shares Number of shares in issue at beginning of the year 898 840 735 079 1Shares issued under SGL Share Plan 17 300 6 866 3 430Shares issued as consideration for the acquisition of Cooke 12 - 156 895 -Shares issued on unbundling - - 731 648Number of shares in issue at end of the year 916 140 898 840 735 079

The authorised share capital was increased to 2,000,000,000 during the year ended 31 December 2015.

In terms of the general authority granted by the shareholders of the Company on 12 May 2015, the Board may issue authorised but unissued ordinary share capital representing not more than 5% of the issued share capital of the Company at 31 December 2014 in accordance with the memorandum of incorporation and the Companies Act.

On 15 May 2014 the Company issued 156,894,754 shares for the acquisition of Cooke (refer to note 12) in terms of the shareholder’s approval on 5 November 2013 that the Company may issue 150 million ordinary shares, or such number of shares that represent 17% of the issued share capital, on a fully diluted basis for the acquisition.

All the Sibanye ordinary shares rank pari passu in all respects, there being no conversion or exchange rights attached thereto, and all of the ordinary shares will have equal rights to participate in capital, dividend and profit distributions by the Company.



21. NON-CONTROLLING INTERESTS

ACCOUNTING POLICY

NON-CONTROLLING INTERESTS

The Group recognises any non-controlling interests in an acquiree either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets on an acquisition by acquisition basis. Subsequently, the carrying amount of non-controlling interest is the amount of the interest at initial recognition plus the non-controlling interest’s subsequent share of changes in equity.

TRANSACTIONS WITH NON-CONTROLLING INTERESTS

The Group treats transactions with non-controlling interests as transactions with equity owners of the Group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests where control is not lost are also recorded in equity. Where control is lost over a subsidiary, the gains or losses are recognised in profit or loss.

The Group's non-controlling interests relates to the following subsidiaries:

Figures in million - SA rand 2015 2014 2013Non-controlling interests of Newshelf 1114 107.3 327.4 -Non-controlling interests of Goldfields Technical Security Management Proprietary Limited 2.5 2.2 2.2Total non-controlling interests 109.8 329.6 2.2

SUBSIDIARIES THAT HAVE MATERIAL NON-CONTROLLING INTERESTS

NEWSHELF 1114

Sibanye has a 76% interest in Newshelf 1114, a company incorporated in the Republic of South Africa, which is involved in the mining of gold and uranium. The investment was acquired on 15 May 2014 (refer to note 12).

The current balance of 24% not owned by Sibanye forms part of the Newshelf 1114 BEE structure. Non-controlling interest takes into account any portion of the equity of Newshelf 1114 which is indirectly attributable to the shareholders of Sibanye as a result of funding provided by Sibanye.

The Newshelf 1114 BEE partners have no voting rights until it has fully repaid the loan owed to Sibanye.

The non-controlling interests of Newshelf 1114 consists of:

Figures in million - SA rand Notes 2015 2014 2013

Balance at beginning of the year 327.4 - -

Fair value of non-controlling interest on acquisition of Cooke 12 - 396.2 -

Non-controlling interest of the share of profits and losses of Cooke 2 (179.0) (44.6) -

Transactions with Sibanye1 (41.1) (24.2) -

Balance at end of the year 107.3 327.4 -1 The transaction with Sibanye relates to the interest on funding from Sibanye.

Summarised financial information of the Newshelf 1114 group:

Figures in million - SA rand 2015 2014 2013

Total revenue of the Newshelf 1114 group 2 974.5 1 881.9 -

Total comprehensive income of the Newshelf 1114 group (744.9) (187.8) -

Non-current assets 5 278.6 5 579.8 -

Current assets 395.5 219.0 -

Non-current liabilities (5 496.5) (5 203.0) -

Current-liabilities (1 143.5) (816.8) -

Net assets (100.0%) (965.9) (221.0) -



22. DEFERRED TAX

ACCOUNTING POLICY

Refer to note 8 for details of the accounting policy on deferred tax.

The detailed components of the net deferred tax liabilities which result from the differences between the amounts of assets and liabilities recognised for financial reporting and tax purposes in different accounting periods are:

Figures in million - SA rand 2015 2014 2013Deferred tax liabilities Mining assets 4 822.8 5 202.8 3 849.7Environmental rehabilitation obligation funds 575.3 472.7 414.9Other 14.9 97.4 109.9Gross deferred tax liabilities 5 413.0 5 772.9 4 374.5Deferred tax assets Environmental rehabilitation obligation (612.3) (630.1) (437.8)Other provisions (341.6) (228.5) (202.0)Tax losses and unredeemed capital expenditure (812.6) (995.5) (4.4)Share-based payment obligation (148.3) (101.1) (30.7)Gross deferred tax assets (1 914.8) (1 955.2) (674.9)

Net deferred tax liabilities 3 498.2 3 817.7 3 699.6

Included in the statement of financial position as follows: Deferred tax assets (63.2) (51.6) (35.8)Deferred tax liabilities 3 561.4 3 869.3 3 735.4Net deferred tax liabilities 3 498.2 3 817.7 3 699.6Reconciliation of the deferred tax balance: Balance at beginning of the year 3 817.7 3 699.6 4 162.2Deferred tax recognised in profit or loss 8.2 (319.5) (51.1) (553.6)Deferred tax recognised in equity - - 79.1Deferred tax on acquisition of subsidiaries 12 - 169.2 -Loss of control of subsidiary - - 11.9Balance at end of the year 3 498.2 3 817.7 3 699.6

At 31 December 2015, the Group had the following estimated amounts available for set-off against future income:

Figures in million - SA rand 2015 2014 2013Tax losses Wits Gold 84.4 84.9 -Burnstone 155.3 422.5 -Ezulwini 1 481.0 1 186.7 -St Helena Hospital Proprietary Limited 31.3 33.4 14.2Newshelf 1114 73.1 - -Golden Oils Proprietary Limited - 9.8 9.7Total gross tax losses 1 825.1 1 737.3 23.9Other deductible temporary differences Wits Gold 64.2 64.2 -Burnstone 9 009.0 7 175.1 -Ezulwini 2 778.8 2 754.1 -Total gross tax losses and other deductible temporary differences 13 677.1 11 730.7 23.9

Deferred tax assets not recognised Wits Gold 41.6 41.7 -Burnstone 2 566.0 2 127.3 -Ezulwini 1 192.7 1 103.4 -St Helena Hospital Proprietary Limited 8.8 9.4 -Newshelf 1114 20.5 - -Golden Oils Proprietary Limited - 2.7 2.7Total deferred tax assets not recognised 3 829.6 3 284.5 2.7

These deductions are available to be utilised against income generated by the relevant tax entity and do not expire unless the tax entity concerned ceases to operate for a period of longer than one year. Under South African mining tax ring-fencing legislation, each tax entity is treated separately and as such these deductions can only be utilised by the tax entities in which the deductions have been generated.



23. BORROWINGS


Borrowings are recognised initially at fair value. Expected future cash flows used to determine the fair value of borrowings are inherently uncertain and could materially change over time. They are significantly affected by a number of factors including reserves and production estimates, together with economic factors such as the expected commodity price, foreign currency exchange rates, estimates of production costs, future capital expenditure and discount rates.

ACCOUNTING POLICY

Borrowings are recognised initially at fair value, net of transaction costs incurred, where applicable and subsequently measured at amortised cost using the effective interest method.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

Figures in million - SA rand 2015 2014 2013(a) R4.5 billion Facilities 1 961.6 1 979.5 1 990.9(b) Other borrowings 33.7 56.1 -(c) Burnstone Debt 1 808.3 1 134.4 -Total borrowings 3 803.6 3 170.0 1 990.9Reconciliation of the non-current and current portion of the borrowings: Borrowings 3 803.6 3 170.0 1 990.9Current portion of borrowings (1 995.3) (554.2) (499.5)Non-current portion of borrowings 1 808.3 2 615.8 1 491.4

The current portion of borrowings will be repaid out of operational cash flows or it will be refinanced by utilising available Group facilities.

(a) R4.5 BILLION FACILITIES

On 13 December 2013, Sibanye cancelled and replaced the Bridge Loan Facilities (refer below) by drawing R2 billion under the R4.5 billion Facilities (the R4.5 billion Facilities), the balance may be applied to ongoing capital expenditure, working capital and general corporate expenditure requirements, where required.

Terms of the R4.5 billion Facilities

Facility: - R2.5 billion revolving credit facility (RCF)

- R2.0 billion term loan facility (Term Loan)

Interest rate: JIBAR

Interest rate margin: - RCF: 2.85%

- Term Loan: 2.75%

Term of loan: Three years

Repayment period: The Term Loan will repaid in equal six-monthly instalments of R250 million, with the R750 million balance and any amounts outstanding under the RCF due for settlement on final maturity, being 13 December 2016.

Security and Guarantors: The Facilities are unsecured and guaranteed by Rand Uranium and Ezulwini.

Figures in million - SA rand Notes 2015 2014 2013Balance at beginning of the year 1 979.5 1 990.9 -Loans raised 1 000.0 884.6 2 000.0Loans repaid (1 020.9) (900.0) -Unwinding of amortised cost 5 3.0 4.0 (9.1)Balance at end of the year 1 961.6 1 979.5 1 990.9Reconciliation of facilities: Term loan 998.0 1 494.9 1 990.9RCF 963.6 484.6 -



(b) OTHER BORROWINGS

i) WITS GOLD LOAN

Wits Gold had a R40 million short-term unsecured loan (Wits Gold Loan) outstanding as part of the net assets acquired on 14 April 2014 (refer to note 12). On 15 May 2014 the Wits Gold Loan was repaid.

Figures in million - SA rand Notes 2015 2014 2013Borrowings on acquisition of subsidiary 12 - 40.0 -Loans repaid - (40.0) -Balance at end of the year - - -

ii) COOKE LOAN

Cooke had R696.2 million of borrowings outstanding as part of the net assets acquired on 15 May 2014 (refer to note 12). These borrowings consisted of a R616 million term loan (Cooke Loan) and a US$7.7 million (R80.2 million) liability (Franco-Nevada liability (as detailed in (iii))).

As part of the conditions precedent to the acquisition of Cooke, the Cooke Loan was to be settled on completion of the acquisition. The Group thus repaid and cancelled the loan on 15 May 2014.

Figures in million - SA rand Notes 2015 2014 2013Borrowings on acquisition of subsidiary 12 - 616.0 -Loans repaid - (616.0) -Balance at end of the year - - -

iii) FRANCO-NEVADA LIABILITY

On 5 November 2009, First Uranium Limited (First Uranium) (Ezulwini’s holding company prior to Sibanye’s acquisition of Cooke) signed an agreement with Franco-Nevada (Barbados) Corporation (Franco-Nevada).

The agreement establishes a determinable consideration for the sales of 7% of Ezulwini's production to Franco-Nevada in exchange for an upfront cash payment from Franco-Nevada to Ezulwini of US$50.0 million (Upfront Payment).

The Upfront Payment, which is guaranteed by Sibanye, is reduced by an amount equal to the difference between the spot price of gold on the date of gold delivery to Franco-Nevada and the lesser of US$400/oz (the Fixed Price), multiplied by the total ounces delivered. Ezulwini delivers 7% of its monthly production under this agreement.

In addition, Franco-Nevada will make an on-going payment equal to the lesser of the Fixed Price (subject to inflation adjustment of 1% per annum from 30 November 2013) and the prevailing spot price at such time of such payment, for each ounce of gold delivered under the contract.

Figures in million - SA rand Notes 2015 2014 2013Balance at beginning of the year 56.1 - -Borrowings on acquisition of subsidiary 12 - 80.2 -Liability repaid1 (34.6) (26.2) -Loss of foreign exchange differences 12.2 2.1 -Balance at end of the year 33.7 56.1 -

1 The liability is reduced by an amount equal to the difference between the gold spot price on the date of delivery and the Fixed Price multiplied by the ounces delivered and is recognised as revenue. This reduction is not cash and is not reflected in the statement of cash flows.



(c) BURNSTONE DEBT

SGEO had bank debt of US$178.1 million (R1,883.9 million) (the Burnstone Debt) outstanding as part of the net assets acquired on 1 July 2014 (refer to note 12 for further details of the Burnstone acquisition).

Terms of the Burnstone Debt

Facility: - A1: US$0.2 million

- A2: US$7.8 million



Interest rate: - A1 and A2: Interest free

- A3 and A4: Interest free until 1 July 2017, then at London Interbank Offered Rate (LIBOR)

Interest rate margin: - A3 and A4: 4% from 1 July 2017

Term of loan: No fixed term

Repayment period: - A1: Repaid on 1 July 2014

- A2: From 1 July 2017 the first 50% of Burnstone’s free cash flow will be used to repay theWits Gold Loan and the balance of 50% to repay A2

- A3 and A4: On settlement of A2, 90% of Burnstone’s free cash flow will be used to repaythe Wits Gold Loan and the balance of 10% to repay the Burnstone Debt. On settlement ofthe Wits Gold Loan and interest, 30% of Burnstone’s free cash flow will be used to repay the Burnstone Debt and the balance will be distributed to Wits Gold.

- The Bank Lenders will continue to participate in 10% of Burnstone’s free cash flow afterthe Burnstone Debt has been repaid in full to a maximum amount of US$63.0 million under a revenue participation agreement.

Security: The Burnstone Debt is fully secured against the assets of Burnstone and there is norecourse to the Sibanye Group. The security package includes a cession over the bank accounts, insurance policies’ proceeds, special and general notarial bonds over movableassets and mortgage bonds over property.

The Burnstone Debt facilities of US$178.1 million (R1,883.9 million) were initially recognised at the acquisition fair value using level 2 (refer to note 32) assumptions, being R1,007.6 million, in terms of IFRS 3. The expected free cash flows to repay the loan as detailed above were based on the estimates and assumptions to determine the fair value:

• A US$ swap forward curve adjusted with the 4% interest rate margin above;

• The annual life-of-mine (LOM) plan that takes into account the following:

− Proved and probable ore reserves of Burnstone;

− Cash flows are based on the life-of-mine plan of 23 years; and

− Capital expenditure estimates over the life-of-mine plan.

Figures in million - SA rand Notes 2015 2014 2013Balance at beginning of year 1 134.4 - -Borrowings on acquisition of subsidiary - 1 007.6 -Loans repaid - (1.9) -Unwinding of amortised cost 5 99.3 39.3 -Loss on foreign exchange differences 412.1 89.4 -Loss on revised estimated cash flows1 162.5 - -Balance at end of the year 1 808.3 1 134.4 -1 At the 31 December 2015, the expected free cash flows expected to repay the loan as detailed above were revised as a result of:

• Revised proven and probable reserves;

• Revised cash flows over the LOM plan as a result of:

o Revised forecast costs and capital expenditure; and

o Revised gold prices (R550,000/kg) and exchange rates (R15.00/US$)

In terms of IAS 39 AG8 the carrying value of the Burnstone Debt increased by R162.5 million, disclosed as part of loss on financial instruments in profit or loss.



(d) BRIDGE LOAN FACILITIES

On 28 November 2012, Sibanye entered into a R6.0 billion term loan and RCF (the Bridge Loan Facilities) reducing to R5.0 billion as detailed below.

Terms of the Bridge Loan Facilities

Facility: - R2.0 billion RCF (Facility A) increased to R3.0 billion after it was amended in July 2013

- R4.0 billion term loan facility (Facility B) reduced to R3.0 billion after it was amended in July 2013

- Facility A and B would have reduced to R2.5 billion on the earliest of the Group declaring a final dividend in respect of 2013 or 12 months after the unbundling date


Interest rate margin: - 3.0% for 12 months after unbundling

- 3.5% for last six months of the facilities

- If Sibanye was not released as guarantor under the Notes within six months of unbundling, being 18 August 2013, the margin would have increased to 3.25% and 3.75% for the seven to 12 month and 13 to 18 month periods after unbundling, respectively

Term of loan: 18 months after the unbundling date

Repayment period: Full payment of the outstanding amount on maturity of the loan, being 18 August 2014

Cancellation: These facilities were cancelled and repaid on 13 December 2013

Figures in million - SA rand 2015 2014 2013Loans raised - - 4 570.0Loans repaid - - (4 570.0)Balance at end of the year - - -

(e) LONG-TERM CREDIT FACILITIES

Sibanye and GFO (collectively the Borrowers) entered into various RCFs with some of the major banks in South Africa with tenors between three and five years. The purpose of these facilities was to finance capital expenditure, general corporate and working capital requirements and to refinance existing borrowings.

Terms of the Revolving credit facilities

Facility: - R1.0 billion RCF entered into on 9 December 2009

- R500.0 million RCF entered into on 8 March 2010

- R2.0 billion RCF entered into on 15 December 2011


Interest rate margin: - R1.0 billion RCF: 3.00%

- R500.0 million RCF: 2.85%

- R2.0 billion RCF: 1.95%

Term of loan: - R1.0 billion RCF matures on 30 June 2013, being 3.5 years

- R500.0 million RCF maturing on 10 March 2013, being three years

- R2.0 billion RCF maturing on 19 December 2016, being five years

Repayment period: Full payment of outstanding amounts were due on maturity

Guarantors: Gold Fields and certain of its subsidiaries: GF Holdings, GFO, Orogen, Newshelf 899 Proprietary Limited and Sibanye.

Cancelation: These facilities were cancelled and repaid on 18 February 2013

Figures in million - SA rand 2015 2014 2013Balance at beginning of the year - - 3 000.0Loans raised - - 500.0Loans repaid - - (3 500.0)Balance at end of the year - - -



(f) US$350 MILLION REVOLVING CREDIT FACILITY

On 24 August 2015 Sibanye entered into a US$300 million syndicated RCF agreement. Subsequent to year end the facility increased to US$350 million. The purpose of the facility was to finance ongoing capital expenditure, working capital and general corporate expenditure requirements which may include the financing of future acquisitions of business combinations.

Terms of the Revolving credit facility

Facility: - US$350 million RCF (31 December 2015: US$300 million RCF) Interest rate: - LIBOR

Interest rate margin: - 2% per annum

Utilisation fees: Where the total outstanding loans under the RCF fall within the range of the percentage of the total loan as set out below, Sibanye shall pay an utilisation fee equal to the percentage per annum set out opposite such percentage range.

% of the total loans Utilisation fee

Less than or equal to 33⅓% 0.15%

Greater than 33⅓% and less than or equal to 66⅔% 0.30%

Greater than 66⅔% 0.50%

Term of loan: Three years

Security and Guarantors: The facility is unsecured and guaranteed by Rand Uranium

The facility was undrawn as at 31 December 2015.

(g) US$150 MILLION BRIDGE FACILITY

On 5 October 2015 Sibanye entered into a US$300 million acquisition facility agreement with HSBC Bank plc as sole arranger for the purpose of providing funding, if required for the Aquarius Platinum Limited (Aquarius) acquisition (the Bridge Facility). The Bridge Facility can only be drawn on completion of the Aquarius acquisition. Subsequent to year end the Bridge Facility was reduced to US$150 million.

Terms of the bridge loan facility

Facility: - US$150 million (31 December 2015: US$300 million)

Interest rate: - LIBOR

Interest rate margin: - Month 0 - 6: 2.25% per annum.

- Month 7 - 9: 3.00% per annum.

- Month 10 - 12: 3.50% per annum.

- Month 13 - 18: 4.25% per annum.

Term of loan: 12 months from completion of the Aquarius acquisition with Sibanye’s option to extend for another six months (18 months from completion)

Security and Guarantors: Loans are unsecured and guaranteed by Rand Uranium

The Bridge Facility can only be drawn on completion of the Aquarius Transaction which is expected to be in the first half of 2016, thus the facility was undrawn as at 31 December 2015.

(h) SHORT-TERM CREDIT FACILITIES

Sibanye has uncommitted loan facilities with various banks to fund the capital expenditure and working capital requirements at its operations. These facilities had no fixed terms, are short-term in nature and interest rates are market related.


Balance at beginning of the year - - 1 220.0Loans raised 552.0 739.0 550.0Loans repaid (552.0) (739.0) (1 770.0)Balance at end of the year - - -

1 Borrowings under these facilities were guaranteed by Gold Fields. On the date of unbundling, these facilities were refinanced by drawing down under the Bridge Loan Facilities as detailed in (d).




The exposure of the Group’s borrowings to interest rate changes and the contractual repricing dates at the reporting dates are as follows: Floating rate with exposure to change in JIBAR 1 961.6 1 979.5 1 990.9Floating rate with exposure to change in LIBOR 1 808.3 1 134.4 -Non-current borrowings exposed to interest rate changes 3 769.9 3 113.9 1 990.9

The Group has the following undrawn borrowing facilities: Committed 6 198.4 2 015.4 2 500.0Uncommitted 548.0 548.0 499.7Total undrawn facilities 6 746.4 2 563.4 2 999.7

All of the above facilities have floating rates. The uncommitted facilities have no expiry dates. The undrawn committed facilities have the following expiry dates: – within one year 1 536.4 - -– later than one year and not later than two years - 2 015.4 -– later than two years and not later than three years 4 662.0 - 2 500.0Total undrawn committed facilities 6 198.4 2 015.4 2 500.0

24. ENVIRONMENTAL REHABILITATION OBLIGATION


The Group’s mining and exploration activities are subject to various laws and regulations governing the protection of the environment. The Group recognises management’s best estimate for asset retirement obligations in the period in which they are incurred. Actual costs incurred in future periods could differ materially from the estimates. Additionally, future changes to environmental laws and regulations, life of mine estimates and discount rates could affect the carrying amount of this provision.

ACCOUNTING POLICY

Provisions are recognised when the Group has a present obligation, legal or constructive resulting from past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Long-term environmental obligations are based on the Group’s environmental management plans, in compliance with applicable environmental and regulatory requirements.

The estimated costs of rehabilitation are reviewed annually and adjusted as appropriate for changes in legislation, technology or other circumstances. Cost estimates are not reduced by the potential proceeds from the sale of assets or from plant clean up at closure.

Based on disturbances to date, the net present value of expected rehabilitation cost estimates is recognised and provided for in full in the financial statements. The estimates are reviewed annually and are discounted using a risk-free rate that is adjusted to reflect the current market assessments of the time value of money and the risks specific to the obligation.

Annual changes in the provision consist of finance costs relating to the change in the present value of the provision and inflationary increases in the provision estimate, as well as changes in estimates. Changes in estimates are capitalised or reversed against the relevant asset. If a decrease in the liability exceeds the carrying amount of the asset, the excess is recognised immediately in profit or loss. The present value of environmental disturbances created are capitalised to mining assets against an increase in the environmental rehabilitation obligation.

Rehabilitation projects undertaken, included in the estimates are charged to the provision as incurred. The cost of ongoing current programmes to prevent and control environmental disturbances is charged against income as incurred. The unwinding of the discount due to the passage of time is recognised as finance cost, and the capitalised cost is amortised over the remaining lives of the mines.



Figures in million - SA rand Notes 2015 2014 2013Balance at beginning of the year 2 486.8 1 660.7 1 739.1Interest charge1 197.9 161.5 92.7Payment of environmental rehabilitation obligation (0.3) (10.9) (10.5)Change in estimates2 11 (273.4) 131.5 (160.6)Environmental rehabilitation obligation on acquisition of subsidiaries 12 - 544.0 -Balance at end of the year 2 411.0 2 486.8 1 660.71 The provision is calculated based on the discount rates of 8.5% - 10.2% (2014: 7.2% – 8.6% and 2013: 7.2% – 8.2%). 2 Changes in estimates are defined as changes in reserves and corresponding changes in life of mine, changes in discount rates, and

changes in laws and regulations governing environmental matters. In 2014 the environmental rehabilitation obligation acquired was calculated based on the weighted average cost of capital in terms of IFRS 3 for acquisition purposes. Subsequent to initial recognition the provision was recalculated based on the risk free rate of interest in terms of IAS 37. The relating change in estimate during 2014 was R153.1 million.

The Group’s mining operations are required by law to undertake rehabilitation works as part of their ongoing operations. The Group makes contributions into environmental rehabilitation obligation funds (refer to note 15) and holds guarantees to fund the estimated costs.

25. TRADE AND OTHER PAYABLES

ACCOUNTING POLICY

Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Figures in million - SA rand 2015 2014 2013Trade creditors 508.7 542.6 529.4Accruals and other creditors 873.3 923.9 730.7Payroll creditors 797.8 748.4 402.1Leave pay accrual 553.8 482.5 401.4Other 25.8 17.2 9.4Total trade and other payables 2 759.4 2 714.6 2 073.0

26. CASH GENERATED BY OPERATIONS

Figures in million - SA rand Notes 2015 2014 2013Profit for the year 538.2 1 506.9 1 698.3Royalties 8.1 400.6 430.5 414.6Mining and income tax 8.2 377.2 828.1 256.2Investment income (257.0) (183.2) (160.3)Finance expense 5 561.8 400.0 420.3Profit before interest, royalties and tax 1 620.8 2 982.3 2 629.1Non-cash and other adjusting items: Amortisation and depreciation 4 3 636.6 3 254.7 3 103.9Share-based payments 6 274.4 417.9 305.8Share of results of equity-accounted investees after tax 14 (116.0) 470.7 (51.5)Loss on financial instruments 229.5 107.7 4.6Loss/(gain) on foreign exchange differences 420.1 82.7 (4.2)Net loss on derecognition of financial guarantee asset and liability 16.3 158.3 - -Impairments 7 - 275.1 821.0Reversal of impairment - (474.1) -Loss on loss of control of subsidiary - - 30.2Other (93.3) (35.6) 1.1Total cash generated by operations 6 130.4 7 081.4 6 840.0

27. CHANGE IN WORKING CAPITAL

Figures in million - SA rand 2015 2014 2013Inventories (78.2) (62.6) 161.8Trade and other receivables (634.6) 166.7 132.6Trade and other payables 44.8 110.4 265.9Living Gold working capital - - 8.4Total change in working capital (668.0) 214.5 568.7



28. ROYALTIES AND TAX PAID

28.1 Royalties paid

Figures in million - SA rand 2015 2014 2013Royalties payable at beginning of the year 20.4 240.0 74.4Royalties 8.1 400.6 430.5 414.6Royalties paid (395.4) (650.1) (249.0)Royalties payable at end of the year 25.6 20.4 240.0

28.2 Tax paid

Figures in million - SA rand Notes 2015 2014 2013Tax payable at beginning of the year 63.6 527.2 22.2Current tax 8.2 696.7 879.2 809.8Tax payable on acquisition of subsidiaries 12 - 4.3 -Tax paid (656.3) (1 347.1) (304.8)Tax payable at end of the year 104.0 63.6 527.2

29. COMMITMENTS

Figures in million - SA rand 2015 2014 2013Capital expenditure – authorised 3 052.6 4 717.4 4 206.3Kloof 1 307.7 1 851.0 1 847.6Driefontein 725.5 1 177.1 1 387.1Beatrix 120.3 270.8 965.0Cooke 194.1 650.5 -Burnstone 705.0 768.0 -Other - - 6.6– contracted for 294.4 350.5 286.9Other guarantees 55.5 55.5 4.1

Commitments will be funded from internal sources and to the extent necessary from borrowings. This expenditure primarily relates to hostel upgrades, mining activities and infrastructure.

30. CONTINGENT LIABILITIES


Contingencies can be either possible assets or possible liabilities arising from past events which, by their nature, will only be resolved when one or more future events not wholly within the control of the Group occur or fail to occur or for contingent liabilities where a present obligation arising from a past event exists but is not recognised because either it is not probable that an out-flow of resources embodying economic benefits will be required to settle the obligation or the amount of the obligation cannot be determined with sufficient reliability. The assessment of such contingencies inherently involves the exercise of significant judgement and estimates of the outcome of future events.

POST CLOSURE WATER MANAGEMENT LIABILITY

The Group has identified a minor risk of potential long-term Acid Mine Drainage (AMD), on certain of its operations. AMD relates to the acidification and contamination of naturally occurring water resources by pyrite-bearing ore contained in underground mines and in rock dumps, tailings dams and pits on the surface. The Group has not been able to reliably determine the financial impact that AMD might have on the Group, nor the timing of possible out flow, however, the Group has adopted a proactive approach by initiating projects such as Sibanye Amanzi (long-term water management strategy), the acquisition and development of innovative treatment technologies; and the development of regional mine closure



models to predict water quality impacts. The Group operates a comprehensive water quality monitoring program, including bio-monitoring, as an early detection of potential AMD.

OCCUPATIONAL HEALTHCARE SERVICES

The Group provides occupational healthcare services to its employees through its existing facilities at the various operations. There is a risk that the cost of providing such services could increase in future, depending upon changes in the nature of underlying legislation and the profile of employees. Any such increased cost cannot be quantified. The costs are however also mitigated by advances in technology relating to occupational health. The Group is monitoring developments in this regard.

The principal health risks associated with Sibanye's mining operations in South Africa arise from occupational exposure to silica dust, noise, heat and certain hazardous chemicals. The most significant occupational diseases affecting Sibanye's workforce include lung diseases (such as silicosis, tuberculosis, a combination of the two and chronic obstructive airways disease (COAD), as well as noise induced hearing loss. The Occupational Diseases in Mines and Works Act, 78 of 1973, (ODMWA), governs the compensation paid to mining employees who contract certain illnesses, such as silicosis. The South African Constitutional Court has ruled that a claim for compensation under ODMWA does not prevent an employee from seeking compensation from its employer in a civil action under common law (either as individuals or as a class). While issues, such as negligence and causation, need to be proved on a case-by-case basis, it is possible that such ruling could expose Sibanye to individual or class action claims related to occupational hazards and diseases (including silicosis). If Sibanye were to face a significant number of such claims and the claims were suitably established against it, the payments of compensation for the claims could have a material adverse effect on Sibanye’s results of operations and financial position. In addition, Sibanye may incur significant additional costs arising out of these issues, including costs relating to the payment of fees, levies or other contributions in respect of compensatory or other funds established (if any), and expenditures arising out of its efforts to resolve any outstanding claims or other potential action.

On 21 August 2012, a court application was served on a group of respondents that included Sibanye (the August Respondents). On 21 December 2012, a further court application was issued and was formally served on a number of respondents, including Sibanye (the December Respondents) and, again on 10 January 2013, both the August Respondents and the December Respondents (together the Respondents), on behalf of current and former mine workers, and their dependants, of, amongst others, Sibanye, and who allegedly contracted silicosis and/or other occupational lung diseases (OLD) (the Class). The court application of 21 August 2012 and 21 December 2012 are together referred to below as the Applications.

Sibanye filed a notice of its intention to oppose the applications and its attorneys to defend the claims.

These Applications requested that the court,

1. As a first phase, to certify a class action to be instituted by the applicants on behalf of the class, as defined.

2. As a second phase to possibly split the class, as defined into smaller classes based on common legal and factual issues. The Respondents are of the view that the definition of the class in the first phase and the proposed process involving the second phase are contrary to South African legal precedent.

3. In the last phase, bring an action wherein they will attempt to hold the respondents liable for silicosis and other OLD and resultant consequences.

The Applications do not identify the number of claims that may be instituted against the Respondents or the quantum of damages that the applicants may seek.

The Applications were heard during the weeks of 12 and 19 October 2015. Judgement is expected to be handed down during the first quarter of 2016. Anglo American South Africa, AngloGold Ashanti, Gold Fields, Harmony and Sibanye announced in November 2014 that they have formed a gold mining industry working group to address issues relating to the compensation and medical care for OLD in the gold mining industry in South Africa. Essentially, the companies are seeking a comprehensive and sustainable solution which deals both with the legacy compensation issues and future legal frameworks which, while being fair to employees, also ensures the future sustainability of companies in the industry.

The companies have engaged all stakeholders on these matters, including government, organised labour, other mining companies and legal representatives of claimants who have filed legal suits against the companies. These legal proceedings are being defended.

At this stage, Sibanye can neither quantify the potential liability from the action as the application is currently for certification of a class (and possibly, subsequent classes) nor can the length of time until finalisation be estimated.



31. EVENTS AFTER THE REPORTING DATE There were no events that could have a material impact on the financial results of the Group after 31 December 2015, other than those disclosed below.

FINAL DIVIDEND DECLARED

On 24 February 2016 a final dividend in respect of the six months ended 31 December 2015 of 90 SA cents per share was approved by the Board, resulting in a total dividend of 100 SA cents per share for the year ended 31 December 2015. This dividend is not reflected in these financial statements. The final dividend will be subject to Dividend Withholding Tax.

AQUARIUS ACQUISITION

On 6 October 2015 Sibanye announced a cash offer of US$0.195 per share for the entire issued share capital of Aquarius (the Aquarius Transaction), valuing Aquarius at US$294 million. On 18 January 2016 at the special general meeting of Aquarius, the requisite majority of Aquarius shareholders approved the transaction, whereby Sibanye will acquire all of the shares of Aquarius. On 16 March 2016, the suspensive condition to obtain competition commission approval was met for the Aquarius acquisition. Sibanye and Aquarius will now proceed to fulfil the final conditions precedent, in accordance with the Implementation Agreement. An update and the required business combination disclosures will accordingly be provided in Sibanye’s interim report for the six months ended 30 June 2016.

Carrying value of assets and liabilities of Aquarius at 31 December 2015

The following table summarises the carrying value of assets and liabilities of Aquarius at 31 December 2015 and is provided for information purposes only. The assets and liabilities have been extracted from the unaudited financial results for the six months ended 31 December 2015 and translated using the rate at 31 December 2015 of R15.54/US$.

Figures in million - SA rand 2015Property, plant and equipment 2 210.5Investments in joint venture entities 1 477.1Other non-current assets 402.8Inventories 148.8Trade and other receivables 282.2Cash and cash equivalents 655.3Environmental rehabilitation obligation (744.1)Other non-current liabilitites (75.2)Trade and other payables (479.8)Other current liabilities (80.0)Total identifiable net assets acquired 3 797.6

Acquisition related costs

The Group incurred acquisition related costs of R16.2 million on advisory and legal fees. These costs are recognised as transaction costs in profit or loss.

THE RUSTENBURG OPERATIONS ACQUISITION

On 9 September 2015 Sibanye announced that it entered into written agreements with Rustenburg Platinum Mines Limited (RPM), a wholly owned subsidiary of Anglo American Platinum Limited to acquire the Bathopele, Siphumelele (including Khomanani), and Thembelani (including Khuseleka) mining operations, two concentrating plants, an on-site chrome recovery plant, the Western Limb Tailings Retreatment Plant, associated surface infrastructure and related assets and liabilities on a going concern basis (the Rustenburg Operations) (the Rustenburg Operations Transaction).

The purchase consideration comprises an upfront payment of R1.5 billion in cash or shares at the closing of the Rustenburg Operation Transaction (Closing) and a deferred payment calculated as being equal to 35% of the distributable free cash flow generated by the Rustenburg Operations over a six year period from the later of Closing or 1 January 2017 (Deferred Payment), subject to a minimum payment of R3.0 billion. In addition to the Deferred Payment, which allows for a favourably extended payment period; should, the Rustenburg Operations generate negative distributable free cash flows in either 2016, 2017 or 2018, RPM will be required to pay up to R267 million per annum to ensure that the free cash flow for the relevant year is equal to zero.

On 18 January 2016 at the shareholders meeting of Sibanye, the Sibanye shareholders approved the proposed Rustenburg Operations Transaction by voting in favour of the various resolutions to give effect to the Rustenburg Operations Transaction.



On 16 March 2016, the suspensive condition to obtain competition commission approval was met for the Rustenburg Operations acquisition.

The Rustenburg Operations Transaction is still subject to the fulfilment of the following condition precedent and is likely to be concluded during the second half of 2016:

• the granting on or before 30 June 2017 of consent in terms of section 11 of the Mineral and Petroleum Resources Development Act for the sale of the mining right and prospecting right pursuant to the Rustenburg Operations Transaction.

32. FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES

ACCOUNTING POLICY

Financial instruments recognised in the statement of financial position include cash and cash equivalents, investments, trade and other receivables, borrowings, trade and other payables and derivative financial instruments.

The Group initially recognises loans and receivables on the date they originate. All other financial assets (including assets designated at fair value through profit or loss) are recognised initially on trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial asset when the contractual rights to the cash flows in a transaction in which substantially all the risks and rewards of the ownership of the financial asset are transferred. The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expired. Any interest in such transferred financial asset that is created or retained by the Group is recognised as a separate asset or liability. The particular recognition and measurement methods adopted are disclosed in the individual policy statements associated with each item.

A financial asset not classified at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset and those event(s) had an impact on the estimated future cash flows of that asset, that can be estimated reliably. Impairment losses are recognised through profit or loss.

On derecognition of a financial asset or liability, the difference between the carrying amount of the asset or liability and the sum of the consideration received and cumulative gains recognised in equity is recognised in profit or loss.

Refer to the relevant notes for the accounting policies of the following financial assets and financial liabilities:

• Environmental rehabilitation obligation funds

• Financial guarantee

• Trade and other receivables

• Cash and cash equivalents

• Borrowings

• Trade and other payables

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

• Trade and other receivables/payables, cash and cash equivalents and financial guarantee asset and liability

The carrying amounts approximate fair values due to the short maturity of these instruments.

• Investments and environmental rehabilitation obligation funds

The fair value of publicly traded instruments is based on quoted market values. The environmental rehabilitation obligation funds are stated at fair value based on the nature of the funds’ investments.

• Borrowings

The fair value of borrowings approximates its carrying amounts as the impact of credit risk is included in the measurement of carrying amounts.

• Financial instruments

The fair value of financial instruments is estimated based on ruling market prices, volatilities and interest rates at 31 December 2015. All derivatives are carried on the statement of financial position at fair value.



The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments:

Level 1: unadjusted quoted prices in active markets for identical asset or liabilities;

Level 2: inputs other than quoted prices in level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Carrying value Fair Value

Figures in million - SA Rand

Fair value

throughprofit or

loss

Loansand

other receivables

Availablefor sale

Otherfinancialliabilities Total Level 1 Level 2 Level 3 Total

31 December 2015 Financial assets Measured at fair value: - Environmental rehabilitation obligation funds

2 413.9 - - - 2 413.9 2 413.9 - - 2 413.9

Financial liabilities Not measured at fair value: - Borrowings - - - 3 803.6 3 803.631 December 2014 Financial assets Not measured at fair value: - Financial guarantee asset - 282.6 - - 282.6Measured at fair value: - Environmental rehabilitation obligation funds

2 192.8 - - - 2 192.8 2 192.8 - - 2 192.8

Financial liabilities Not measured at fair value: - Financial guarantee liability - - - 197.0 197.0- Borrowings - - - 3 170.0 3 170.031 December 2013 Financial assets Not measured at fair value: - Financial guarantee asset - 290.2 - - 290.2Measured at fair value: - Environmental rehabilitation obligation funds

1 588.1 - - - 1 588.1 1 588.1 - - 1 588.1

Financial liabilities Not measured at fair value: - Financial guarantee liability - - - 206.6 206.6- Borrowings - - - 1 990.9 1 990.9

Environmental rehabilitation obligation funds

Comprises interest-bearing short-term investments valued using quoted market prices.

33. RISK MANAGEMENT ACTIVITIES In the normal course of its operations, the Group is exposed to market risks, including commodity price, foreign currency, interest rate, liquidity and credit risk associated with underlying assets, liabilities and anticipated transactions. In order to manage these risks, the Group has developed a comprehensive risk management process to facilitate control and monitoring of these risks.

CONTROLLING AND MANAGING RISK IN THE GROUP

Sibanye has policies in areas such as counterparty exposure, hedging practices and prudential limits which have been approved by Sibanye's Board of Directors (the Board). Management of financial risk is centralised at Sibanye’s treasury department (Treasury), which acts as the interface between Sibanye’s Operations and counterparty banks. Treasury manages financial risk in accordance with the policies and procedures established by the Board and Executive Committee.



The Board has approved dealing limits for money market, foreign exchange and commodity transactions, which Treasury is required to adhere to. Among other restrictions, these limits describe which instruments may be traded and demarcate open position limits for each category as well as indicating counterparty credit-related limits. The dealing exposure and limits are checked and controlled each day and reported to the CFO.

The objective of Treasury is to manage all financial risks arising from the Group’s business activities in order to protect profit and cash flows. Treasury activities of Sibanye and its subsidiaries are guided by the Treasury Policy, the Treasury Framework as well as domestic and international financial market regulations. Treasury activities are currently performed within the Treasury Framework with appropriate resolutions from the Board, which are reviewed and approved annually by the Audit Committee.

The financial risk management objectives of the Group are defined as follows:

• Liquidity risk management: the objective is to ensure that the Group is able to meet its short-term commitments through the effective and efficient management of cash and usage of credit facilities.

• Currency risk management: the objective is to maximise the Group’s profits by minimising currency fluctuations.

• Funding risk management: the objective is to meet funding requirements timeously and at competitive rates by adopting reliable liquidity management procedures.

• Investment risk management: the objective is to achieve optimal returns on surplus funds.

• Interest rate risk management: the objective is to identify opportunities to prudently manage interest rate exposures.

• Counterparty exposure: the objective is to only deal with approved counterparts that are of a sound financial standing and who have an official credit rating. The Group is limited to a maximum investment of 2.5% of the financial institutions’ equity, which is dependent on the institutions’ credit rating. The credit rating used is Fitch Ratings’ short-term credit rating for financial institutions.

• Commodity price risk management: commodity risk management takes place within limits and with counterparts as approved in the treasury framework.

• Operational risk management: the objective is to implement controls to adequately mitigate the risk of error and/or fraud.

• Banking relations management: the objective is to maintain relationships with credible financial institutions and ensure that all contracts and agreements related to risk management activities are co-ordinated and consistent throughout the Group and that they comply where necessary with all relevant regulatory and statutory requirements.

CREDIT RISK

Credit risk represents risk that an entity will suffer a financial loss due to the other party of a financial instrument not discharging its obligation.

The Group has reduced its exposure to credit risk by dealing with a number of counterparties. The Group approves these counterparties according to its risk management policy and ensures that they are of good credit quality.

Trade receivables are reviewed on a regular basis and an allowance for impairment is raised when they are not considered recoverable.

The combined maximum credit risk exposure is as follows:

Figures in million - SA rand Notes 2015 2014 2013Environmental rehabilitation obligation funds 15 2 413.9 2 192.8 1 588.1Trade and other receivables 18 1 159.1 661.8 659.9Cash and cash equivalents 19 717.4 562.9 1 492.4Financial guarantee asset 16.1 - 282.6 290.2

Trade receivables comprise banking institutions purchasing gold bullion. These receivables are in a sound financial position and no impairment has been recognised. Trade and other receivables above exclude VAT and pre-payments.

Receivables that are past due but not impaired total R5.4 million (2014: R19.4 million and 2013: R10.4 million). At 31 December 2015, receivables of R1.9 million (2014: R0.3 million and 2013: R0.8 million) are considered impaired and are provided for.

Concentration of credit risk on cash and cash equivalents and non-current assets is considered minimal due to the abovementioned investment risk management and counterparty exposure risk management policies.



LIQUIDITY RISK

In the ordinary course of business, the Group receives cash proceeds from its operations and is required to fund working capital and capital expenditure requirements. The cash is managed to ensure surplus funds are invested to maximise returns whilst ensuring that capital is safeguarded to the maximum extent possible by investing only with top financial institutions.

Uncommitted borrowing facilities are maintained with several banking counterparties to meet the Group’s normal and contingency funding requirements.

The following are contractually due, undiscounted cash flows resulting from maturities of financial liabilities including interest payments:

Figures in million - SA rand

TotalWithin

one year

Between one and

five yearsAfter five

years31 December 2015 Trade and other payables 2 205.6 2 205.6 - -Borrowings1 - Capital 4 871.7 1 970.7 113.9 2 787.1- Interest 1 872.7 168.7 52.9 1 651.1Total 8 950.0 4 345.0 166.8 4 438.2

31 December 2014 Trade and other payables 2 232.1 2 232.1 - -Financial guarantee2 11 560.0 11 560.0 - -Borrowings1 - Capital 4 041.0 500.0 1 574.6 1 966.4- Interest 1 754.9 124.3 81.9 1 548.7Total 19 588.0 14 416.4 1 656.5 3 515.1

31 December 2013 Trade and other payables 1 671.6 1 671.6 - -Financial guarantee2 10 340.0 10 340.0 - -Borrowings1 - Capital 2 000.0 500.0 1 500.0 -- Interest 334.8 153.6 181.2 -Total 14 346.4 12 665.2 1 681.2 -1 Borrowings – JIBAR and LIBOR at 31 December 2015 adjusted by specific facility agreement of 2.75% and 4.00%, respectively. 2 Financial guarantee relates to Sibanye’s gross exposure in respect of the Gold Fields group’s borrowings at 31 December 2014 and 2013.

MARKET RISK

The Group is exposed to market risks, including foreign currency, commodity price, equity securities price and interest rate risk associated with underlying assets, liabilities and anticipated transactions. Following periodic evaluation of these exposures, the Group may enter into derivative financial instruments to manage some of these exposures.

SENSITIVITY ANALYSIS

The sensitivity analysis shows the effects of reasonable possible changes of relevant risk variables on profit or loss or shareholders’ equity. The Group is exposed to commodity price, currency and interest rate risks. The effects are determined by relating the reasonable possible change in the risk variable to the balance of financial instruments at period end date.

The amounts generated from the sensitivity analysis are forward-looking estimates of market risks assuming certain adverse or favourable market conditions occur. Actual results in the future may differ materially from those projected results and therefore should not be considered a projection of likely future events and gains/losses.



FOREIGN CURRENCY SENSITIVITY

General and policy

In the ordinary course of business, the Group enters into transactions, such as gold sales, denominated in foreign currencies, primarily US dollar. Although this exposes the Group to transaction and translation exposure from fluctuations in foreign currency exchange rates, the Group does not generally hedge this exposure, although it could be considered for significant expenditures based in foreign currency or those items which have long lead times to produce or deliver. Also, the Group on occasion undertakes currency hedging to take advantage of favourable short-term fluctuations in exchange rates when management believes exchange rates are at unsustainably high levels.

Currency risk only exists on account of financial instruments being denominated in a currency that is not the functional currency and being of a monetary nature. This includes but is not limited to financial guarantee (refer to note 16), Franco-Nevada liability (refer to note 23(b)(iii)) and Burnstone Debt (refer to note 23(c)).

Foreign currency hedging experience

As at 31 December 2015, 2014 and 2013 there were no material foreign currency contract positions. As of 14 March 2016 there were no material foreign currency positions.

During the years ended 31 December 2015, 2014 and 2013, no forward cover was taken out to cover various commitments of Sibanye’s operations.

Foreign currency sensitivity analysis

Sibanye’s operations are all located in South Africa and its revenues are equally sensitive to changes in the US dollar gold price and the rand/US dollar exchange rate (the exchange rate). Depreciation of the rand against the US dollar results in Sibanye’s revenues and operating margin increasing. Conversely, should the rand appreciate against the US dollar, revenues and operating margins would decrease. The impact on profitability of any change in the exchange rate can be substantial. Furthermore, the exchange rates obtained when converting US dollars to rand are set by foreign exchange markets over which Sibanye has no control. The relationship between currencies and commodities, which includes the gold price, is complex and changes in exchange rates can influence commodity prices and vice versa. For more information regarding fluctuations in the value of the Rand against the US dollar, see Annual Financial Report–Overview–Five year financial performance.

A sensitivity analysis of the mark-to-market valuation has not been performed as there were no material foreign currency contracts as of 14 March 2016.

COMMODITY PRICE SENSITIVITY

Gold

The market price of gold has a significant effect on the results of operations of the Group and the ability of the Group to pay dividends and undertake capital expenditures. The gold price has historically fluctuated widely and is affected by numerous industry factors over which the Group does not have any control. The aggregate effect of these factors on the gold price, all of which are beyond the control of the Group, is impossible for the Group to predict.

COMMODITY PRICE HEDGING POLICY

Gold

As a general rule, the Group does not enter into forward sales, derivatives or other hedging arrangements to establish a price in advance for future gold production. Gold hedging could, however, be considered in future under one or more of the following circumstances: to protect cash flows at times of significant capital expenditure; financing projects or to safeguard the viability of higher cost operations.

To the extent that it enters into commodity hedging arrangements, the Group seeks to use different counterparty banks consisting of local and international banks to spread risk. None of the counterparties is affiliated with, or related to parties of the Group.



Commodity price hedging experience

As at 31 December 2015, 2014 and 2013 no commodity price derivative instruments were entered into.

Subsequent to year end Sibanye entered into a sale of gold forward agreement (the Cooke Hedge) to sell forward 22,100oz of Cooke’s gold effective from 1 February 2016 to 23 December 2016 at an average price of R18,777/oz.

Commodity price contract position

As of 31 December 2015, 2014 and 2013, Sibanye had no outstanding commodity price contracts. As of 14 March 2015, 20,000 ounces of the Cooke Hedge had not yet been delivered.

INTEREST RATE SENSITIVITY

General

As the Group has no significant interest-bearing assets, the Group’s income and operating cash flows are substantially independent of changes in market interest rates. The Group’s interest rate risk arises from long-term borrowings.

As of 31 December 2015, the Group’s total borrowings amounted to R3,803.6 million (2014: R3,170.0 million and 2013: R1,990.9 million). The Group generally does not undertake any specific action to cover its exposure to interest rate risk, although it may do so in specific circumstances. Refer to note 23 for all the borrowings and the relevant interest rates per facility.

The portion of Sibanye’s interest-bearing borrowings at period end that is exposed to interest rate fluctuations is R3,769.9 million (2014:R3,113.9 million and 2013: R1,990.9 million). This debt is normally rolled for periods between one and three months and is therefore exposed to the rate changes in this period.

R1,961.6 million (2014: R1,979.5 million and 2013: R1,990.9 million) of the total borrowings at the end of the period is exposed to changes in the JIBAR rate and R1,808.3 million (2014: R1,134.4 and 2013: Rnil) is exposed to changes in the LIBOR rate. The relevant interest rates for each facility are described in note 23.

The table below summarises the effect of a change in finance expense on the Group’s profit or loss had JIBAR and LIBOR differed as indicated. The analysis is based on the assumption that the applicable interest rate increased/decreased with all other variables held constant. All financial instruments with fixed interest rates that are carried at amortised cost are not subject to the interest rate sensitivity analysis.

Interest rate sensitivity analysis

Change in interest expense for a change in interest rateFigures in million - SA rand -1.5% -1.0% -0.5% 0.5% 1.0% 1.5%Sensitivity to interest rates: 31 December 2015 - JIBAR 35.4 23.6 11.8 (11.8) (23.6) (35.4)- LIBOR1 - - - (4.6) (9.2) (13.8)Change in finance expense 35.4 23.6 11.8 (16.4) (32.8) (49.2)

31 December 2014 - JIBAR 31.5 21.0 10.5 (10.5) (21.0) (31.5)- LIBOR1 - - - (2.4) (4.8) (7.2)Change in finance expense 31.5 21.0 10.5 (12.9) (25.8) (38.7)

31 December 2013 - JIBAR 54.6 36.4 18.2 (18.2) (36.4) (54.6)Change in finance expense 54.6 36.4 18.2 (18.2) (36.4) (54.6)1 No interest rate sensitivity analysis has been performed for a reduction in LIBOR due to LIBOR being less than 0.5%, as decrease in LIBOR would have no impact on the Group’s profit or loss.

34. RELATED-PARTY TRANSACTIONS Sibanye entered into related-party transactions with Rand Refinery during the year as detailed below. The transactions with these related parties are generally conducted with terms comparable to transactions with third parties, however in certain circumstances such as related-party loans, the transactions were not at arm’s length.

For key management remuneration, see Annual Financial Report–Accountability–Remuneration report.



RAND REFINERY

Rand Refinery, in which Sibanye holds a 33.1% interest, has an agreement with the Group whereby it refines all the Group’s gold production. No dividends were received during the years ended 31 December 2015, 2014 and 2013. For the year ending 31 December 2015, the group paid refining fees to Rand Refinery and received interest, refer to note 14 for the loan to Rand Refinery.

The table below details the transactions and balances between the Group and its related-parties:

Figures in million - SA rand Notes 2015 2014 2013Interest received from Rand Refinery 14 37.3 1.2 -Income from services rendered to Gold Fields group companies Administration services - - 33.2Security services - - 34.2Training services - - 16.0Medical services - - 19.0Expenditure Management fees paid to Gold Fields Group Services - - (12.5)Refining fees paid to Rand Refinery (30.8) (30.6) (12.1)Loan receivable from other related-parties Rand Refinery 14 363.7 384.6 -

35. CAPITAL MANAGEMENT The Group’s primary objective with regards to managing its capital is to ensure that there is sufficient capital available to support the funding requirements of the Group, including capital expenditure, in a way that: optimises the cost of capital; maximises shareholders’ returns; and ensures that the Group remains in a sound financial position.

There were no changes to the Group’s overall capital management approach during the current year.

The Group manages and makes adjustments to the capital structure as and when borrowings mature or as and when funding is required. This may take the form of raising equity, market or bank debt or hybrids thereof. Opportunities in the market are also monitored closely to ensure that the most efficient funding solutions are implemented.

The Group monitors capital using the ratio of net external debt to earnings (operating profit) before interest, taxes, depreciation and amortisation (EBITDA), but does not set absolute limits for this ratio. The Group is comfortable with a ratio of net debt to EBITDA of one times or lower.

Figures in million - SA rand Notes 2015 2014 2013Borrowings1 23 1 995.3 2 035.6 1 990.9Cash and cash equivalents2 19 633.4 529.6 1 492.4Net debt3 1 361.9 1 506.0 498.5EBITDA4 6 337.0 7 469.1 7 357.9Net debt to EBITDA (ratio) 0.21 0.20 0.071 Borrowings are only those borrowings that have recourse to Sibanye. Borrowings thus exclude the Burnstone Debt (refer to note 23). 2 Cash and cash equivalents exclude cash of Burnstone. 3 Net debt excludes Burnstone Debt and Burnstone cash. 4 EBITDA is net operating profit before amortisation and depreciation.

36. LIQUIDITY The Group’s current liabilities exceeded its current assets by R2,596.6 million as at 31 December 2015 (2014: R1,630.1 million). Current liabilities at 31 December 2015 includes the current portion of borrowings of R1,995.3 million which is the bi-annual repayment due and payable in June 2016 and the final settlement due and payable in December 2016.

Sibanye generated cash from operating activities of R3,515.3 million for the year ended 31 December 2015. The Group has committed unutilised debt facilities of R6.2 billion at 31 December 2015.

The directors believe that the cash generated by its operations and the remaining balance of the Group’s revolving credit facility will enable the Group to continue to meet its obligations as they fall due.


ADMINISTRATIVE DETAILS

CONTENTS

179 Shar

Shareholder ownership 180

Administrative and corporate information 182

SHAREHOLDERS OWNERSHIP


REGISTERED SHAREHOLDER SPREAD SHAREHOLDER SPREAD 31 DECEMBER 2015

Number of holders

% of total shareholders

Number of shares1

% of issued capital2

1—1,000 shares 12,277 83.01 1,908,948 0.21

1,001—10,000 shares 1,718 11.61 5,634,570 0.61

10,001 – 100,000 shares 486 3.29 17,112,016 1.87

100,001—1,000,000 shares 234 1.58 80,646,630 8.80

1,000,001 shares and above 75 0.51 810,838,388 88.51

Total 14,790 100.00 916,140,552 100.001 As of 14 March 2016, the issued share capital of Sibanye consisted of 916,645,291 ordinary shares. 2 To our knowledge: (1) Sibanye is not directly or indirectly owned or controlled (a) by another entity or (b) by any foreign government; and (2) there

are no arrangements the operation of which may at a subsequent date result in a change in control of Sibanye. To the knowledge of Sibanye’s management, there is no controlling shareholder of Sibanye.

PUBLIC AND NON-PUBLIC SHAREHOLDINGS SHAREHOLDER TYPE 31 DECEMBER 2015

Number of holders


Number of shares

% of issued capital

Non-public shareholders 10 0.07 16,595,011 1.81

● Directors 7 0.05 997,718 0.11

● Share trust 1 0.01 13,525,394 1.48

● Own holding 2 0.01 2,071,899 0.22

Public shareholders 14,780 99.93 899,545,541 98.19

Total 14,790 100.00 916,140,552 100.00

BENEFICIAL SHAREHOLDER CATEGORIES CATEGORY 31 DECEMBER 2015

Number of holders


Number of shares

% of issued capital

American Depository Receipts 66 0.45 259,139,730 28.29

Other Managed Funds 94 0.64 217,430,853 23.73

Unit Trusts/Mutual Funds 213 1.44 167,113,943 18.24

Pension Funds 193 1.30 153,511,160 16.76

Custodians 57 0.39 33,125,212 3.62

Private Investor 106 0.72 27,000,178 2.95

Sovereign Wealth 8 0.05 17,015,745 1.86

Trading Position 23 0.16 15,149,812 1.65

Insurance Companies 17 0.11 11,671,107 1.27

Exchange Traded Fund 13 0.09 5,595,028 0.61

Corporate Holding 3 0.02 3,174,200 0.35

Hedge Fund 3 0.02 2,195,759 0.24

University 6 0.04 1,970,722 0.22

Charity 8 0.05 1,310,674 0.14

Investment Trust 2 0.01 278,808 0.03

Foreign Government 2 0.01 122,871 0.01

Local Authority 1 0.01 95,352 0.01

Stock Brokers 1 0.01 39,466 0.00

Remainder 13,974 94.48 199,932 0.02

Total 14,790 100.00 916,140,552 100.00

FOREIGN CUSTODIANS ABOVE 3% CUSTODIAN 31 DECMEBER 2015

Number of shares %

Bank of New York Depositary Receipts 259,139,730 28.29

State Street Bank and Trust Company 41,541,553 4.53

SHAREHOLDERS OWNERSHIP continued


The tables below show the change in the percentage ownership of Sibanye’s major shareholders, to the knowledge of Sibanye’s management, between 31 December 2013 and 31 December 2015.

BENEFICIAL SHAREHOLDINGS ABOVE 3%

BENEFICIAL SHAREHOLDINGS1

2015 2014 2013 Number of

shares %Number of

shares % Number of

shares %Gold One 185,386,079 20.24 178,004,754 19.80 - -

Government Employees Pension Fund (PIC) 77,297,776 8.44 74,234,416 8.26 40,429,347 5.501 A list of the individuals and organisations holding, to the knowledge of Sibanye’s management, directly or indirectly, 3% or more of the issued

share capital of Sibanye as of 14 March 2016 is set forth below:

Number of shares %

Gold One 185,386,079 20.22Government Employees Pension Fund (PIC) 87,775,951 9.58

INVESTMENT MANAGMENT SHAREHOLDINGS ABOVE 3%

BENEFICIAL SHAREHOLDINGS1

2015 2014 2013

Number of shares %

Number of shares %

Number of shares %

Public Investment Corporation (SOC) Limited 76,599,424 8.36 71,372,617 7.94 34,470,776 4.69

Allan Gray Proprietary Limited 75,903,026 8.29 89,681,047 9.98 108,218,598 14.72

Van Eck Associates Corporation 65,030,159 7.10 45,569,180 5.07 43,326,036 5.89

Dimensional Fund Advisors 43,107,899 4.71 37,800,158 4.21 35,337,505 4.81

Old Mutual Plc 34,870,880 3.81 47,870,156 5.33 4,369,228 0.59

Investec 29,818,210 3.25 29,171,028 3.25 103,985,030 14.15

First Eagle Investment Management - - - - 26,043,384 3.54

Blackrock Inc 59,100 0.01 9,966,258 1.11 24,731,965 3.36

1 A list of the investment managers holding, to the knowledge of Sibanye’s management, directly or indirectly, 3% or more of the issued share capital of Sibanye as of 14 March 2016 is set forth below:

Number of shares %

Public Investment Corporation (SOC) Limited 81,299,424 8,86

Allan Gray Proprietary Limited 54,237,732 5.92

Van Eck Associates Corporation 60,653,234 6.62

Dimensional Fund Advisors 44,809,072 4.89

Old Mutual Plc 35,378,444 3.86Investec 36,451,281 3.98

Sibanye’s ordinary shares are subject to dilution as a result of any non-pre-emptive share issuance, including upon the exercise of Sibanye’s outstanding share options, issues of shares by the Board in compliance with BEE legislation or in connection with acquisitions.

The principal non-United States trading market for the ordinary shares of Sibanye is the JSE Limited, on which they trade under the symbol “SGL”. Sibanye’s American depositary shares (ADSs) trade in the United States on the NYSE under the symbol “SBGL”. The ADRs representing the ADSs were issued by the Bank of New York Mellon (BNYM) as Depositary. Each ADS represents four ordinary shares.

No public takeover offers by third parties have been made in respect of Sibanye’s shares or by Sibanye in respect of other companies’ shares during the last and current fiscal year.


ADMINISTRATIVE AND CORPORATE INFORMATION

INVESTOR ENQUIRIES

James Wellsted Senior Vice President: Investor Relations Sibanye Gold Limited Tel: +27 83 453 4014 +27 11 278 9656 E-mail: [email protected]

COMPANY SECRETARY

Cain Farrel Tel: +27 10 001 1122 Fax: +27 11 278 9863 E-mail: [email protected]

REGISTERED OFFICE

Libanon Business Park 1 Hospital Street (off Cedar Avenue) Libanon Westonaria 1780 South Africa Private Bag X5 Westonaria 1780 South Africa Tel: +27 11 278 9600 Fax: +27 11 278 9863


Incorporated in the Republic of South Africa Registration number 2002/031431/06 Share code: SGL Issuer code: SGL ISIN – ZAE E000173951

LISTINGS

JSE: SGL NYSE: SBGL

WEBSITE

www.sibanyegold.co.za

DIRECTORS

Sello Moloko* (Chairman) Neal Froneman (CEO) Charl Keyter (CFO) Chris Chadwick# Robert Chan# Timothy Cumming* Barry Davison* Rick Menell* Nkosemntu Nika* Keith Rayner* Susan van der Merwe* Jerry Vilakazi Jiyu Yuan# * Independent non-executive # Non-executive

JSE SPONSOR

JP Morgan Equities South Africa (Proprietary) Limited (Registration number: 1995/011815/07) 1 Fricker Road, Illovo, Johannesburg, 2196 Private Bag X9936, Sandton, 2196, South Africa

OFFICE OF THE UNITED KINGDOM SECRETARIES

St James’s Corporate Services Limited Suite 31, Second Floor 107 Cheapside London EC2V 6DN United Kingdom Tel: +44 20 7796 8644 Fax: +44 20 7796 8645

AMERICAN DEPOSITARY RECEIPT TRANSFER AGENT

BNY Mellon Shareowner Services PO Box 358516 Pittsburgh, PA 15252-8516 US Toll Free: +1 888 269 2377 Tel: +1 201 680 6825 Email: [email protected] Kim Schwarz Vice President, Relationship Manager BNY Mellon Depositary Receipts Direct Line: +1 212 815 2852 Mobile: +1 347 515 0068 Fax: +1 212 571 3050 Email: [email protected]

TRANSFER SECRETARIES SOUTH AFRICA

Computershare Investor Services (Proprietary) Limited Ground Floor 70 Marshall Street Johannesburg 2001 PO Box 61051 Marshalltown 2107 Tel: +27 11 370 5000 Fax: +27 11 688 5248

TRANSFER SECRETARIES UNITED KINGDOM

Capita Asset Services The Registry 34 Beckenham Road Beckenham Kent BR3 4TU England Tel: 0871 664 0300 (calls cost 10p a minute plus network extras, lines are open 8:30 to 17:00, Monday to Friday) or +44 20 8639 3399 (overseas) Fax: +44 20 8658 3430 E-mail: [email protected]

AUDITORS

KPMG Inc. KPMG Crescent 85 Empire Road Parktown 2193 Johannesburg South Africa Tel: +27 11 647 7111

183

FURTHER INFORMATION

RISK FACTORS

In addition to the other information included in this annual report, the considerations listed below could have a material adverse effect on our business, financial condition or results of operations, resulting in a decline in the trading price of Sibanye’s ordinary shares or ADRs. The risks set forth below comprise all material risks currently known to us. These factors should be considered carefully, together with the information and financial data set forth in this document.

RISKS RELATED TO SIBANYE’S BUSINESS

SIBANYE’S OPERATIONS AND PROFITS HAVE BEEN AND MAY BE ADVERSELY AFFECTED BY STRIKES AND UNION ACTIVITY.

Organised labour dynamics in the mining sector, particularly in South Africa, are volatile and uncertain and as such, they have had, and may in the future have, a material adverse impact on our operations, production and financial performance. A recent increase in union activity and labour unrest in South Africa has resulted in more frequent industrial disputes and extended negotiations that have negatively affected South Africa’s sovereign debt rating and subsequently the credit ratings of the country’s leading mining companies. While widespread strikes in the gold mining industry have not occurred since 2012, the South African platinum industry was subject to a five month strike in 2014. In October 2015, Sibanye concluded a three year labour agreement with NUM, UASA and Solidarity but AMCU, which currently has minority recognition status at Beatrix and Kloof and majority status at Driefontein, rejected, and continued to reject, further alternative offers made by Sibanye. Despite the acceptance of the labour agreement by NUM, UASA and Solidarity, there can be no guarantee that future negotiations will not be accompanied by further strikes, work stoppages or other disruptions. It also cannot be guaranteed that AMCU or another of the labour unions will not participate in work stoppages or other disruptions despite the agreement reached in fiscal 2015. Furthermore, rivalry between unions, such as the AMCU and the NUM, may destabilise labour relations in the mining sector. For example, on 5 February 2015, a conflict occurred between AMCU and NUM members at Beatrix, resulting in injuries to nine Sibanye employees. Operations at Beatrix were temporarily suspended as a result of the incident, and only resumed on 9 February 2015 after Sibanye and the rival unions agreed to commit to maintaining peaceful co-existence and a safe working environment for employees.

In the event that Sibanye experiences further industrial relations-related interruptions at any of its operations, other mines’ operations or in other industries that impact its operations, or increased employment-related costs due to union or employee activity, these may have a material adverse effect on its business, production levels, production targets, results of operations, financial condition, reputation and future prospects. In addition, lower levels of mining activity can have a longer-term impact on production levels and operating costs, which may affect operating life. Mining conditions can deteriorate during extended periods without production and Sibanye will not re-commence mining until health and safety conditions are considered appropriate to do so.

SIBANYE’S MINERAL RIGHTS ARE SUBJECT TO LEGISLATION, WHICH COULD IMPOSE SIGNIFICANT COSTS AND BURDENS AND WHICH IMPOSE CERTAIN OWNERSHIP REQUIREMENTS, THE INTERPRETATION OF WHICH ARE THE SUBJECT OF DISPUTE.

Our operations in South Africa are subject to legislation regulating mineral rights. This includes broad-based black economic empowerment (BEE) legislation designed to effect the entry and participation of historically disadvantaged South Africans (HDSAs), into the mining industry and increase their participation in the South African economy.

The Mineral and Petroleum Resources and Development Act (the MPRDA) came into effect on 1 May 2004. The MPRDA transferred ownership of mineral resources to the South African people with the South African government acting as custodian in order to, among other things, promote equitable access to the nation’s mineral resources by South Africans, expand opportunities for historically disadvantaged persons who wish to participate in the South African mining industry and advance social and economic development. As custodian, the South African government exercises regulatory control over the exploitation of mineral resources and does so by exercising the power to grant the rights required to prospect and mine for minerals. Mining companies were required to apply for the right to mine and/or prospect and to convert existing mining rights to “new order” mining rights. In order to qualify for these rights, applicants need to satisfy the South African government that the grant of such a right will advance the open-ended broad-based socio-economic empowerment requirements of the MPRDA. The MPRDA also required that mining companies submit social and labour plans (SLPs) to the DMR, which set out their commitments relating to, among other things, human resource development, labour planning and economic development planning. In order to provide guidance on the fulfilment of these broad-based socio-economic empowerment requirements to the mining industry, the DMR published a broad-based socio-economic empowerment charter for the South African mining and minerals industry known as the Mining Charter, which also became effective on 1 May 2004. The Mining Charter includes guidelines envisaging that each mining company should achieve a 15% ownership of mining assets by HDSAs within five years and a 26% HDSA ownership of mining assets within 10 years. See “—Environmental and Regulatory Matters—Mineral Rights—The MPRDA”. In 2010, the DMR introduced the Amended Mining Charter containing guidelines envisaging, among other things, that mining companies should achieve a minimum of 40% of HDSA demographic representation by 2014 at executive management (board) level, senior management (executive committee) level, core and critical skills, middle management level and junior management level. See “Environmental and Regulatory Matters—Mineral Rights.”

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In 2014, the DMR launched audits of mining companies which were conducted by a third party appointed by the DMR to assess such companies’ compliance with the BEE guidelines of the Mining Charter and Amended Mining Charter. However, the DMR subsequently abandoned the externally conducted audit process. It is therefore unclear what the status of the process is and what the outcomes were. It is also unclear whether or not the information provided during this audit process will be considered or used by the DMR for any purpose in the future. In fiscal 2015, the DMR directed mining companies to provide information related to compliance with the Amended Mining Charter via an electronic reporting template. This template raised a number of concerns among mining companies due to its inflexible approach towards the assessment of compliance with the Amended Mining Charter. On 15 March 2016, the DMR directed mining companies to complete this template by 30 April 2016.

On 31 March 2015, the DMR made an interim report of consolidated results of the self-assessment by reporting companies of compliance with the Mining Charter, reporting relatively broad compliance with the non-ownership requirements of the Amended Mining Charter. However, the DMR did not report the results of compliance with the HDSA ownership guidelines of the Mining Charter and noted that there is no consensus on certain applicable principles.

On the same date, the Chamber of Mines reported that the DMR believes that empowerment transactions by mining companies concluded after 2004 where the HDSA ownership level has fallen due to HDSA disposal of assets or for other reasons, should not be included in the calculation of HDSA ownership for the purposes of, among other things, the 26% HDSA ownership guidelines under the Mining Charter. The position of Sibanye, is consistent with that of the Chamber of Mines, and is that such historical empowerment transactions should be included in the calculation of HDSA ownership. The DMR and the Chamber of Mines have jointly agreed to approach the South African courts to seek a declaratory order which will provide a ruling on the interpretation of relevant legislation and the status of the Mining Charter. In February 2016, an application was filed by a third party to consolidate the application by the Chamber of Mines and the DMR with its own application for a declaratory order on the empowerment aspects of the Mining Charter. The Chamber of Mines indicated that it would oppose the consolidation of these applications on the basis that the right to relief in the respective applications does not depend substantially on the same questions of law or fact. The application to consolidate the two actions has delayed the hearing of the application of the Chamber of Mines, extending the period of uncertainty regarding the interpretation of the Mining Charter.

If the DMR were to prevail in court, mining companies, including Sibanye, may be required to undertake further transactions in order to increase their HDSA ownership which would result in the dilution of ownership levels of the existing shareholders. In such event, mining companies may be required to maintain a minimum HDSA ownership level indefinitely. It is also possible, should the Chamber of Mines prevail in court, that the DMR may enact new regulations to, among other things, increase and maintain at a certain level, HDSA ownership guidelines for mining companies which would result in the dilution of existing shareholders.

Any adjustment to the ownership structure of Sibanye’s mining assets in order to meet BEE requirements could have a material adverse effect on the value of Sibanye’s securities. Further, Sibanye may in the future incur significant costs or have to issue additional ordinary shares as a result of changes in the interpretation of existing laws and guidelines or the imposition of new laws, which may have a material adverse effect on Sibanye’s business, operating results and financial condition.

The DMR may also suspend or cancel existing mining rights of, or prevent the obtaining of new mining rights by, mining companies, including Sibanye, deemed not to be in compliance with the other requirements of the MPRDA and those of South Africa’s empowerments requirements. If the DMR were to determine that Sibanye is not in compliance with the other requirements of the MPRDA, Sibanye may be required to engage in remedial steps, including changes to management and actions that require shareholder approval.

There is no guarantee that any steps that have already been taken, or that Sibanye might take in the future, will ensure the successful renewal of Sibanye’s existing mining rights, the retention of new mining rights, the granting of further new mining rights or that the terms of renewals of its rights would not be significantly less favourable to Sibanye than the terms of its current rights.

An Amendment Bill to the MPRDA (the MPRDB) was passed by both the National Assembly and the National Council of Provinces, or NCOP, on 27 March 2014. In January 2015, the President referred the MPRDB back to Parliament for reconsideration and Parliament has yet to produce a new draft of the MPRDB. There is a large degree of uncertainty regarding the changes that will be brought about should the MPRDB be made law. Among other things, the MPRDB sought to require the consent of the Minister of Mineral Resources for the transfer of any interest in an unlisted company or any controlling interest in a listed company where such companies hold a prospecting right or mining right and to give the Minister of Mineral Resources broad discretionary powers to prescribe the levels required for beneficiation in promoting the beneficiation of minerals. For further information, see “Integrated Annual Report—Material issues”. At the Investing in Africa Mining Indaba conference held in February 2016, the Minister of Mineral Resources indicated that the MPRDB would be finalised in the first half of 2016.

POWER STOPPAGES, FLUCTUATIONS AND USAGE CONSTRAINTS IN SOUTH AFRICA MAY FORCE SIBANYE TO HALT OR CURTAIL OPERATIONS.

Electricity supply in South Africa remains constrained and future power disruptions are possible. In addition to supply constraints, labour unrest in South Africa has before, and may in future, disrupt the supply of coal to power stations operated by the South African state utility Eskom Holdings SOC Limited (Eskom) and result in curtailed supply. In the first quarter of fiscal 2014, rain impacted coal supply and placed serious strain on Eskom’s ability to provide power. In November 2014, Eskom declared a power emergency and required large industrial users, including Sibanye, to reduce their electricity usage by 10% for five hours as part of a broader electricity usage reduction programme. Eskom has warned that, while it has adopted a policy of asking households to reduce usage before asking industrial users to do so in order to reduce the economic impact of such disruptions, power constraints will continue. Eskom has also warned that power constraints will continue.

The Department of Energy is developing a power conservation programme in an attempt to improve the power situation in South Africa. However there can be no assurance that this programme will provide sufficient supply for the needs of the country or for Sibanye to run its operations at full capacity or at all. While Sibanye has backup generating capacity, this is insufficient for all operations during emergencies at all its mines and comes at a significantly higher cost than electricity supplied by Eskom.

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Any further disruption or decrease in the electrical power supply available to Sibanye’s operations could have a material adverse effect on its business, operating results and financial condition.

POWER COST INCREASES IN SOUTH AFRICA MAY ADVERSELY AFFECT SIBANYE’S RESULTS OF OPERATIONS.

Sibanye’s mining operations in South Africa depend upon electrical power generated by the state utility provider, Eskom. See “—Power stoppages, fluctuations and usage constraints in South Africa may force Sibanye to halt or curtail operations.” Eskom holds a monopoly on power supply in the South African market. In fiscal 2014, Eskom applied to the National Energy Regulator of South Africa, or NERSA, for tariff increases and for 2015 NERSA granted Eskom an average tariff increase of 12.69% effective 1 April 2015, being 8% plus 4.69% due to the clawing back by Eskom of prudent costs from the “Regulatory Clearing Account” for the three year period from April 2010 to March 2013. On 1 March 2016, NERSA gave permission for Eskom to raise rates by an additional 9.4% in order to make up a cash flow shortfall. Should Sibanye experience further power tariff increases, its business operating results and financial condition may be adversely impacted.

DUE TO THE NATURE OF DEEP LEVEL MINING AND THE EXTENSIVE ENVIRONMENTAL FOOTPRINT OF SIBANYE’S OPERATIONS, ENVIRONMENTAL HAZARDS, INDUSTRIAL ACCIDENTS, MINING ACCIDENTS AND POLLUTION MAY RESULT IN OPERATIONAL DISRUPTIONS SUCH AS STOPPAGES WHICH COULD RESULT IN INCREASED PRODUCTION COSTS AS WELL AS FINANCIAL AND REGULATORY LIABILITIES.

Mining by its nature involves significant risks and hazards, including environmental hazards, as well as industrial and mining accidents. These include, for example, seismic events, fires, cave-ins and blockages, flooding, discharges of gases and toxic substances, contamination of water, air or soil resources, radioactivity and other accidents or conditions resulting from mining activities including, among other things, blasting and the transport, storage and handling of hazardous materials.

We have experienced and continue to remain at risk of experiencing environmental and other industrial hazards, as well as industrial and mining accidents, and we are more susceptible than other mining operations to certain of these risks due to mining at deep levels. Furthermore, there are risks that relevant regulators, such as the DMR, may impose fines and stop orders (such as Section 54 stoppages), which will reduce or halt production until lifted. The occurrence of any of these events could delay or halt production, increase production costs and result in financial and regulatory liability for Sibanye, which could have a material adverse effect on its business, operating results and financial condition.

TO THE EXTENT THAT SIBANYE SEEKS TO EXPAND FURTHER THROUGH ACQUISITIONS, IT MAY EXPERIENCE DELAYS OR OTHER ISSUES IN EXECUTING ACQUISITIONS OR MANAGING AND INTEGRATING THE ACQUISITIONS WITH ITS EXISTING OPERATIONS.

Sibanye has pursued and may continue to pursue growth opportunities through acquisitions. Sibanye has pursued and may continue to pursue acquisitions in the gold and uranium mining industry that allow it to leverage its existing processing capacity and infrastructure and extend its operating life. For example, in fiscal 2014, Sibanye completed the acquisitions of Wits Gold, Cooke and Burnstone. Further growth may occur through the acquisition of other companies and assets, development projects, or by entering into joint ventures.

Sibanye has also sought and may continue to seek to enter mining sectors related to its existing operations through acquisitions or other business combination transactions. For example, in fiscal 2015, Sibanye entered into two agreements to acquire platinum mining operations. On 9 September 2015, Sibanye announced that it had entered into an agreement with RPM, a wholly owned subsidiary of Anglo American Platinum to acquire the Rustenburg Operations. On 6 October 2015, Sibanye announced a cash offer of US$0.195 per share for the entire issued share capital of Aquarius. Aquarius owns stakes in the Kroondal mine and Platinum Mile retreatment facilities near Rustenburg in South Africa and the Mimosa joint venture with Impala Platinum in Zimbabwe. Both Acquisitions remain subject to the fulfilment of conditions precedent. See “—Risks related to the Acquisitions”.

Any such acquisition or joint venture may change the scale of Sibanye’s business and operations and may expose it to new geographic, geological, commodity, political, social, labour, operating, financial, legal, regulatory and contractual risks. Further, the acquisition of any assets that produce commodities other than gold, such as the Rustenburg Operations and the Aquarius operations, will expose Sibanye to the risk of operating in an environment and market with which its management has less experience. In addition, to the extent Sibanye participates in the development of a project through a joint venture or any other multi-party commercial structure, there could be disagreements, legal or otherwise, or divergent interests or goals amongst the parties, which could jeopardise the success of the project. There can be no assurance that any acquisition or joint venture, including the acquisition of the Rustenburg Operations, Aquarius, Cooke, Wits Gold and SGEO, or the acquisition of any new mining assets or operations, will achieve the results intended, and, as such, could have a material adverse effect on Sibanye’s business, operating results and financial condition.

Sibanye faces intense competition for the acquisition of attractive mining properties. From time to time, Sibanye evaluates the acquisition of an ore reserve, development properties or operating mines, either as stand-alone assets or as part of existing companies. The decision to acquire these properties may be based on a variety of factors, including historical operating results, estimates and assumptions regarding the extent of the ore reserve, cash and other operating costs, gold and other mineral prices, projected economic returns and evaluations of existing or potential liabilities associated with the relevant property and its operations and how these factors may change in future. Other than historical operating results, these factors are uncertain and could have an impact on revenue, cash and other operating costs, as well as the process used to estimate the ore reserve.

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The integration of any acquired assets requires management capacity. There can be no assurance that Sibanye’s current management team has sufficient capacity, nor that it can acquire additional skills to supplement that capacity, to integrate any acquired or new assets and operations into the Group and to realise cost and operational efficiencies at the acquired assets or maintain those at the existing operations.

TO THE EXTENT THAT SIBANYE SEEKS TO FURTHER EXPAND ITS CURRENT MINING OPERATIONS, IT MAY EXPERIENCE PROBLEMS ASSOCIATED WITH MINERAL EXPLORATION OR DEVELOPING MINING PROJECTS.

In order to expand its operations and reserve base organically, Sibanye investigates and may continue to investigate the exploitation of mineralisation below the current mining levels and infrastructure limits at its operations. Projects of this nature are generally capital intensive, have long lead time and are subject to risks relating to the location of economic ore bodies, the development of appropriate extractive processes, the receipt of necessary governmental permits and regulatory approvals and the extension of mining and processing facilities at the mining site. Further, in cases where Sibanye explores the production of commodities other than gold, Sibanye has been and may be exposed to further risk of operating in an environment and market with which its management has less experience. For example, Sibanye started producing uranium at Cooke during fiscal 2014.

There can be no assurance that any exploration or expansion projects will be successful, partially or at all, and the failure of Sibanye to expand its reserves through such projects could have a material adverse effect on its business, operating results and financial condition.

SIBANYE’S MINERAL RESERVES ARE ESTIMATES BASED ON A NUMBER OF ASSUMPTIONS, WHICH, IF CHANGED, MAY REQUIRE SIBANYE TO LOWER ITS ESTIMATED MINERAL RESERVES, AND THE RESERVES OF THE RUSTENBURG OPERATIONS AND AQUARIUS, THE ACQUISITION OF WHICH ENTITIES REMAIN SUBJECT TO CONDITIONS PRECEDENT, HAVE NOT BEEN PREPARED IN A MANNER CONSISTENT WITH INDUSTRY GUIDE 7.

The mineral reserves of Sibanye stated in this annual report are estimates based on assumptions regarding, among other things, Sibanye’s costs, expenditures, commodity prices, exchange rates, metallurgical and mining recovery assumptions, which may prove inaccurate due to a number of factors, many of which are beyond our control. In the event that we adversely revise any of the assumptions that underlie our mineral reserves, Sibanye may need to revise its mineral reserves downwards. Any downward revision in Sibanye’s mineral reserves and, over the longer term, any failure to replace reserve ounces as they are mined may have a material adverse effect on its business, operating results and financial condition. See “—Reserves of Sibanye as of 31 December 2015.”

Sibanye has entered into agreements to acquire the Rustenburg Operations and Aquarius. The ore reserve statements of the Rustenburg Operations and Aquarius have not been included in this annual report because they have not been prepared in accordance with Industry Guide 7. See “Presentation of Financial and Other Information — The Acquisitions of the Rustenburg Operations and Aquarius — Explanatory Note regarding Ore Reserves of the Rustenburg Operations and Aquarius” and “Reserves of Sibanye as of 31 December 2015 — Ore Reserves of the Rustenburg Operations and Aquarius — Explanatory Note”.

CHANGES IN THE MARKET PRICE FOR GOLD, WHICH IN THE PAST HAVE FLUCTUATED WIDELY, AFFECT THE PROFITABILITY OF SIBANYE’S GOLD MINING OPERATIONS AND THE CASH FLOWS GENERATED BY THOSE OPERATIONS.

Sibanye’s revenues from its gold mining operations are primarily derived from the sale of gold that they produce. Sibanye does not generally enter into forward sales, commodity derivatives or other hedging arrangements in order to establish a price in advance of the sale of its gold production. As a result, it is fully exposed to changes in the gold price, which could lead to reduced revenue should the gold price decline. For example, during fiscal 2015, the gold price fluctuated between $1,296 and $1,049 per ounce.

The market price for gold has historically been volatile and is affected by numerous factors over which Sibanye has no control, such as general supply and demand, speculative trading activity and global economic drivers. Over the period from 2013 to 2015, the gold price has declined from an average price of $1,409/oz to $1,159/oz. Should the gold price decline below Sibanye’s production costs, it may experience losses and, should this situation remain for an extended period, Sibanye may be forced to curtail or suspend some or all of its projects, operations and/or reduce operational capital expenditures. Sibanye might not be able to recover any losses incurred during, or after, such events. A sustained period of significant gold price volatility may also adversely affect Sibanye’s ability to undertake new capital projects or to make other long-term strategic decisions. The use of lower gold prices in reserve calculations and life of mine (LoM) plans could also result in material impairments of Sibanye’s investment in gold mining properties or a reduction in its reserve estimates and corresponding restatements of its reserves and increased amortisation, reclamation and closure charges.

Any of the above could have a material adverse effect on Sibanye’s business, operating results and financial condition.

BECAUSE GOLD IS GENERALLY SOLD IN US DOLLARS, WHILE SIBANYE’S GOLD PRODUCTION COSTS ARE PRIMARILY IN RAND, SIBANYE’S OPERATING RESULTS AND FINANCIAL

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CONDITION WILL BE MATERIALLY HARMED IF THERE IS A MATERIAL CHANGE IN THE VALUE OF THE RAND.

Gold and other minerals are principally sold throughout the world in US dollars, but Sibanye’s costs of production at its operations in South Africa are primarily incurred in Rand. Recent volatility in the Rand, including, principally, depreciation of the Rand against the US dollar in recent years, has made our costs and results of operations less predictable than when exchange rates are more stable. As a result, any significant and sustained appreciation of the Rand against the US dollar would increase our operating costs in US dollar terms, which could materially adversely affect our operating results and financial condition. Conversely, a weaker Rand may also result in higher inflation in South Africa, which would increase the prices Sibanye pays for products and services and could have a material adverse effect on Sibanye’s business, operating results and financial condition.

DUE TO AGEING INFRASTRUCTURE AT OUR GOLD MINING OPERATIONS, UNPLANNED BREAKDOWNS AND STOPPAGES MAY RESULT IN PRODUCTION DELAYS, INCREASED COSTS AND INDUSTRIAL ACCIDENTS.

Nearly all of our operating shafts and processing plants at our gold operations are more than 30 years old. Maintaining this infrastructure requires skilled human resources, capital allocation, management and regular, planned maintenance. Once a shaft or a processing plant has reached the end of its intended lifespan, more than normal maintenance and care is required. Although we have a comprehensive maintenance strategy in place, incidents resulting in production delays, increased costs or industrial accidents may occur. There is also a risk that delays in procuring critical spares for major repairs may result in disruptions to production. Such incidents may have a material adverse effect on our business, operating results and financial condition.

ACTUAL AND POTENTIAL SUPPLY CHAIN SHORTAGES AND INCREASES IN THE PRICES OF PRODUCTION INPUTS MAY HAVE A MATERIAL ADVERSE EFFECT ON SIBANYE’S OPERATIONS AND PROFITS.

Sibanye’s results of operations may be affected by the availability and pricing of raw materials and other essential production inputs, including, for example, fuel, steel, cyanide and other reagents required at our gold mining operations. The price and quality of raw materials may be substantially affected by changes in global supply and demand, along with weather conditions, governmental controls and other factors. A sustained interruption in the supply of any of these materials would require Sibanye to find acceptable substitute suppliers and could require Sibanye to pay higher prices for such materials. The prices of certain of Sibanye’s production inputs are impacted by, among other things, the prices of oil and steel which may be volatile. Any significant increase in the prices of these materials will increase Sibanye’s operating costs and affect production considerations.

OUR BUSINESS IS SUBJECT TO HIGH FIXED COSTS WHICH MAY IMPACT ITS PROFITABILITY.

The South African mining industry, particularly the gold mining industry, is labour intensive and is characterised by high fixed costs. The majority of operating costs of each mine do not vary significantly with amount of production and, therefore, a relatively small change in productivity as a result of, for example, strikes or other work stoppages could have a disproportionate effect on operating and financial results. Costs are generally significantly more stable than revenues, the latter being driven by the gold price and exchange rates which can be volatile. Accordingly, changes in revenues due to commodity price or exchange rate movements could have a material adverse effect on Sibanye’s growth or financial performance. Above inflation increases in fixed costs such as labour or electricity costs may cause parts of Sibanye’s gold resources to become uneconomical to mine and lead to the closure of marginal shafts or other areas at its operations. This would impact on planned production levels and declared reserves and could have a material adverse effect on our business, operating results and financial condition. See “Annual Financial Report—Overview—Management’s discussion and analysis of the financial statements—Factors affecting our performance—Costs.”

THEFT OF GOLD AND PRODUCTION INPUTS, AS WELL AS ILLEGAL ARTISANAL MINING, OCCUR ON SOME OF SIBANYE’S PROPERTIES. THESE ACTIVITIES ARE DIFFICULT TO CONTROL, CAN DISRUPT SIBANYE’S BUSINESS AND CAN EXPOSE SIBANYE TO LIABILITY.

Sibanye has experienced illegal and artisanal mining activities and theft of gold bearing materials (which may be by employees or third parties) at its properties. The activities of illegal and artisanal miners could lead to reduction of mineral reserves, potentially affecting the economic viability of mining certain areas and shortening the lives of the operations as well as causing possible operational disruption, project delays, disputes with illegal miners and communities, pollution or damage to property for which Sibanye could potentially be held responsible, leading to fines or other costs. Rising gold prices may result in an increase in gold theft. The occurrence of any of these events could have a material adverse effect on Sibanye’s business, operating results and financial condition.

SOCIAL UNREST, SICKNESS OR NATURAL OR MAN-MADE DISASTER AT INFORMAL SETTLEMENTS IN THE VICINITY OF SOME OF SIBANYE’S OPERATIONS MAY DISRUPT ITS BUSINESS OR MAY LEAD TO GREATER SOCIAL OR REGULATORY IMPOSITIONS ON SIBANYE.

There are a number of informal settlements located in the vicinity of some of Sibanye’s operations. These settlements are populated by mining company employees (including Sibanye employees), the families of mining company employees and other people. As at 31 December 2015, 48% of Sibanye’s workforce opted to receive a “living out allowance” and management expects that a portion of these individuals reside in informal settlements. In recent years, the size of these settlements has grown

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substantially. Poor living conditions in these settlements may lead to the spread of disease or other health hazards, which may increase absences or affect the productivity of employees. The population of such settlements or the surrounding communities may also demand jobs, social services or infrastructure from the local mining operations, including Sibanye. Any such demands or other demands from these communities may lead to increased costs or regulatory burdens on Sibanye. Such demands may also lead to protests or other actions which may hinder Sibanye’s ability to operate.

Any of the above factors could have a material adverse effect on Sibanye’s business, operating results and financial condition.

BECAUSE OUR OPERATIONS ARE REGIONALLY CONCENTRATED, DISRUPTIONS IN THESE REGIONS COULD HAVE A MATERIAL ADVERSE IMPACT ON THE OPERATIONS.

Our headquarters and our gold mining operations are located in the north western and south western margins of the Witwatersrand Basin in South Africa. As a result, any adverse economic, political or social conditions affecting this region or surrounding regions, as well as natural disasters or coordinated strikes or other work stoppages, could have a material adverse effect on Sibanye’s business, operating results and financial condition. See “—Risks related to South Africa”.

IF WE LOSE SENIOR MANAGEMENT OR ARE UNABLE TO HIRE AND RETAIN SUFFICIENT TECHNICALLY SKILLED EMPLOYEES OR SUFFICIENT HDSA REPRESENTATION IN MANAGEMENT POSITIONS IN SOUTH AFRICA, OUR BUSINESS MAY BE MATERIALLY ADVERSELY AFFECTED.

Our ability to operate or expand effectively depends largely on the experience, skills and performance of our senior management team and technically skilled employees. However, the mining industry, especially in South Africa, including Sibanye, continues to experience a shortage of qualified senior management and technically skilled employees. We may be unable to hire or retain (due to departure or unavailability) appropriate senior management, technically skilled employees or other management personnel, or we may have to pay higher levels of remuneration than we currently intend in order to do so. Additionally, as a condition of our mining rights in South Africa we must ensure sufficient HDSA participation in our management and core and critical skills, and failure to do so could result in fines or the loss or suspension of our mining rights. If we are unable to hire or retain appropriate management and technically skilled personnel or are unable to obtain sufficient HDSA representation in management positions, or if there are not sufficient succession plans in place, this could have a material adverse effect on our business, including production levels, operating results and financial position.

SIBANYE’S INSURANCE COVERAGE MAY NOT ADEQUATELY SATISFY ALL POTENTIAL CLAIMS IN THE FUTURE.

Sibanye has an insurance programme, including partial self-insurance. However, it may become subject to liability against which it has not been insured, cannot insure or is insufficiently insured, including those relating to past mining activities. Sibanye’s existing property and liability insurance contains specific exclusions and limitations on coverage. For example, should Sibanye be subject to any regulation or criminal fines or penalties, these amounts would not be covered under its insurance programme. Should Sibanye suffer a major loss, which is insufficiently covered, future earnings could be affected. In addition, certain classes of insurance may not continue to be available at economically acceptable premiums. As a result, in the future, Sibanye’s insurance coverage may not fully cover the extent of claims against it or any cross-claims made.

SIBANYE UTILISES INFORMATION TECHNOLOGY AND COMMUNICATIONS SYSTEMS, THE FAILURE OF WHICH COULD SIGNIFICANTLY IMPACT ITS OPERATIONS AND BUSINESS.

Sibanye utilises and is reliant on various information technology and communications systems, in particular SAP, payroll and time and attendance applications. Damage or interruption to Sibanye’s information technology and communications systems, whether due to accidents, human error, natural events or malicious acts, may lead to important data being irretrievably lost or damaged, thereby adversely affecting Sibanye’s business, operating results and financial condition.

AN ACTUAL OR ALLEGED BREACH OR BREACHES IN GOVERNANCE PROCESSES, OR FRAUD, BRIBERY AND CORRUPTION MAY LEAD TO PUBLIC AND PRIVATE CENSURE, REGULATORY PENALTIES, LOSS OF LICENCES OR PERMITS AND IMPACT NEGATIVELY UPON OUR EMPOWERMENT STATUS AND MAY DAMAGE SIBANYE’S REPUTATION.

The legal and regulatory framework in which Sibanye operates is complex, and its governance and compliance policies and processes may not prevent potential breaches of law or accounting or other governance practices. Sibanye’s operating and ethical codes, among other standards and guidance, may not prevent instances of fraudulent behaviour and dishonesty, nor guarantee compliance with legal and regulatory requirements.

To the extent that Sibanye suffers from any actual or alleged breach or breaches of relevant laws (including South African anti-bribery and corruption legislation or the US Foreign Corrupt Practices Act of 1977) under any circumstances, they may lead to regulatory and civil fines, litigation, public and private censure, loss of operating licences or permits and impact negatively upon Sibanye’s empowerment status and may damage its reputation. The occurrence of any of these events could have a material adverse effect on Sibanye’s business, operating results and financial condition.

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RISKS RELATED TO SOUTH AFRICA

SIBANYE’S OPERATIONS ARE SUBJECT TO ENVIRONMENTAL, HEALTH AND SAFETY REGULATIONS, WHICH COULD IMPOSE ADDITIONAL COSTS AND COMPLIANCE REQUIREMENTS, AND SIBANYE HAS FACED, AND MAY FACE FURTHER, CLAIMS AND LIABILITY FOR BREACHES, OR ALLEGED BREACHES, OF SUCH REGULATIONS AND OTHER APPLICABLE LAWS.

Sibanye’s operations are subject to various environmental and health and safety laws, regulations, permitting requirements and standards. See “—Environmental and Regulatory Matters”. For example, Sibanye is required to fund environmental rehabilitation costs by making contributions into South African environmental trust funds and with insurance guarantees. Sibanye has and may in the future incur significant costs to comply with environmental and health and safety requirements imposed under existing or new legislation, regulations or permit requirements, or to comply with changes in existing laws and regulations or the manner in which they are applied. Sibanye has and may in the future also be subject to litigation and other costs as well as actions by authorities relating to environmental and health and safety matters, including mine closures, the suspension of operations and prosecution for industrial accidents as well as significant penalties and fines for non-compliance. In addition, there can be no assurance that unions will not take action in response to industrial accidents, which could lead to losses in Sibanye’s production and negatively affect Sibanye’s reputation. Any additional stoppages in production or increased costs associated with such incidents, could have a material adverse effect on Sibanye’s business, operating results and financial condition.

The principal health risks associated with Sibanye’s mining operations arise from occupational exposure and community environmental exposure to silica dust, noise and certain hazardous substances, including toxic gases and radioactive particulates. The most significant occupational diseases affecting Sibanye’s workforce include lung diseases (such as silicosis, tuberculosis, a combination of the two and chronic obstructive airways disease (COAD)) as well as noise-induced hearing loss (NIHL). Employees have sought and may continue to seek compensation for certain illnesses, such as silicosis, from their employer under workers compensation and also, at the same time, in a civil action under common law (either as individuals or as a class). Such actions may also arise in connection with the alleged incidence of such diseases in communities proximate to Sibanye’s mines.

As of 14 March 2016, two suits had been filed against several South African mining companies, including Sibanye, on behalf of current and former gold mine workers and the dependants of gold mine workers who have contracted or died from silicosis or other occupational lung diseases. A consolidated application for certification of the claimants in these suits as a class was argued at the High Court in Johannesburg in October 2015, and judgement is expected in the first half of 2016. The certification of the class, if granted, will mean that the claimants are able to sue the mining companies as a class. The class will though, still have to prove its claim as required by the law. Sibanye has also received an individual claim, not forming part of the class action, from the dependants of an alleged former employee who has allegedly died from contracting silicosis. If a significant number of such claims were suitably established against Sibanye, the payment of compensation for the claims and for any significant additional costs arising out of these issues could have a material adverse effect on our business, reputation, results of operations and financial condition. See “Annual Financial Report—Accountability—Directors’ Report—Litigation”. Further, any new regulations, potential litigation or any changes to health and safety laws which increase the burden of compliance or the penalties for non-compliance may cause Sibanye to incur further significant costs and could have a material adverse effect on Sibanye’s business, operating results and financial condition. See “Integrated Annual Report—Sustain—Health and safety focus” and “—Environmental and Regulatory Matters—Health and Safety”.

Regulators, such as the DMR, can and do issue, in the ordinary course of operations, instructions, such as Section 54 orders, following safety incidents or accidents to partially or completely halt operations at affected mines. South Africa’s deputy Mineral Resources Minister has stated that the ministry may increase sanctions, including closures, for mines in which fatalities occur because of violations of health and safety rules. In fiscal 2015, Sibanye received 109 section 54 orders (2014: 77). It is Sibanye’s policy to halt production at its operations when serious accidents occur in order to rectify dangerous situations and, if necessary, retrain workers. In addition, there can be no assurance that unions will not take industrial action in response to such accidents which could lead to losses in Sibanye’s production. Any additional stoppages in production, or increased costs associated with such incidents, could have a material adverse effect on Sibanye’s business, operating results and financial condition. Such incidents may also negatively affect Sibanye’s reputation with, among others, employees, unions and regulators.

SIBANYE IS SUBJECT TO THE IMPOSITION OF VARIOUS REGULATORY COSTS, SUCH AS MINING TAXES AND ROYALTIES, CHANGES TO WHICH MAY HAVE A MATERIAL ADVERSE EFFECT ON SIBANYE’S OPERATIONS AND PROFITS.

In recent years, governments (local and national), communities, non-governmental organisations and trade unions in several jurisdictions have sought and, in some cases, have implemented greater cost imposts on the mining industry, including through the imposition of additional taxes and royalties. Such resource nationalism, whether in the form of cost imposts, interference in project management, mandatory social investment requirements, local content requirements or creeping expropriation could impact the global mining industry and Sibanye’s business, operating results and financial condition.

In South Africa, the African National Congress (the ANC) has adopted two recommended approaches to interacting with the mining industry. While the ANC has rejected the possibility of mine nationalisation for now, the first approach contemplates, among other things, greater state intervention in the mining industry, including the revision of existing royalties, the imposition of new taxes and an increase in the South African government’s holdings in mining companies. The second approach contemplates the South African government taking a more active role in the mining sector, including through the strengthening of a state mining company to be involved in new projects either through partnerships or individually.

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The adopted policies may impose additional restrictions, obligations, operational costs, taxes or royalty payments on gold mining companies, including Sibanye, any of which could have a material adverse effect on Sibanye’s business, operating results and financial condition.

ECONOMIC, POLITICAL OR SOCIAL INSTABILITY AFFECTING THE REGIONS WHERE SIBANYE OPERATES MAY HAVE A MATERIAL ADVERSE EFFECT ON SIBANYE’S OPERATIONS AND PROFITS.

Sibanye is a South African company domiciled with operations located in South Africa. Changes to or increased instability in the economic, political or social environment in South Africa or in surrounding countries could create uncertainty which discourages investment in the region and may affect an investment in Sibanye. High levels of unemployment and a shortage of critical skills in South Africa, despite increased government expenditure on education and training, remain issues and deterrents to foreign investment. The volatile and uncertain labour environment, which severely impacts on the local economy and investor confidence, has led and may lead to further downgrades in national credit ratings, making investment more expensive and difficult to secure. See “—Risks related to Sibanye’s business—Sibanye’s operations and profits have been and may be negatively affected by strikes and union activity” and “—A further downgrade of South Africa’s credit rating may have an adverse effect on Sibanye’s operations and profits.” This may restrict Sibanye’s future access to international financing and could have a material adverse effect on Sibanye’s business, operating results and financial condition.

Furthermore, any threats, or actual proceedings, to nationalise any of Sibanye’s assets, could halt or curtail operations, resulting in a material adverse effect on Sibanye’s business, operating results and financial condition and could cause the value of Sibanye’s securities to decline rapidly and dramatically, possibly causing investors to lose the entirety of their respective investments. For example, while the South African government has stated that it does not intend to nationalise mining asset or mining companies, certain new smaller political parties have stated publicly and in the media that the government should embark on a programme of nationalisation.

A FURTHER DOWNGRADE OF SOUTH AFRICA’S CREDIT RATING MAY HAVE AN ADVERSE EFFECT ON SIBANYE’S ABILITY TO SECURE FINANCING

The slowing economy, rising debt, escalating labour disputes and the structural challenges facing the mining industry and other sectors have resulted in the downgrading of South Africa’s sovereign credit rating to one level above speculative investment grade, or junk. In 2015, South Africa was downgraded to BBB- with a negative outlook by the Standard & Poor's rating agency. Moody's downgraded South Africa to "Baa2" and changed the stable perspective to negative, while Fitch Ratings downgraded South Africa to BBB- with a stable position.

Further downgrading of South Africa’s credit ratings to junk by any of these agencies may adversely effect the South African mining industry and Sibanye’s business, operating results and financial condition by making it more difficult to obtain external financing or could result in any such financing being available only at greater cost or on more restrictive terms than might otherwise be available.

SIBANYE’S FINANCIAL FLEXIBILITY COULD BE MATERIALLY CONSTRAINED BY SOUTH AFRICAN EXCHANGE CONTROL REGULATIONS.

South Africa’s exchange control regulations (the Exchange Control Regulations) restrict the export of capital from South Africa, the Republic of Namibia and the Kingdoms of Lesotho and Swaziland, known collectively as the Common Monetary Area (the CMA). Transactions between South African residents (including companies) and non-residents of the CMA are subject to exchange controls enforced by the South African Reserve Bank (SARB). As a result, Sibanye’s ability to raise and deploy capital outside the CMA is restricted. These restrictions could hinder Sibanye’s financial and strategic flexibility, particularly its ability to raise funds outside South Africa. See “—Environmental and Regulatory Matters—Exchange Controls.”

REGULATION OF GREENHOUSE GAS EMISSIONS AND CLIMATE CHANGE ISSUES MAY MATERIALLY ADVERSELY AFFECT SIBANYE’S OPERATIONS.

Energy is a significant input and cost to Sibanye’s mining and processing operations. Regulatory initiatives to curb carbon emissions could increase Sibanye’s energy, production and transport costs, specifically costs relating to its energy-intensive assets and assets that emit significant amounts of greenhouse gases. For example, the South African government is considering introducing a carbon tax. The carbon tax was intended to come into effect from 1 January 2015 but, in order to align the framework of the proposed carbon tax with the desired reduction outcomes, the implementation of the carbon tax was postponed in order to allow sufficient time for consultation on draft legislation and the implementation process. In November 2015, the government published for comment draft carbon tax legislation with a view to the implementation of the tax by January 2017. While many aspects of the proposed carbon tax remain uncertain, the financial implications of government’s proposed carbon tax for Sibanye, at an anticipated rate of R120 per tonne of CO2e, would have been between approximately R93 million and R261 million for fiscal 2015. The mining industry has raised concerns through the Chamber of Mines at various forums, including the Davis Tax Commission, on the potential negative financial impact of the tax, particularly in relation to marginal mining operations. For more information. See “Integrated Annual Report—Sustain—Manage Environmental Impact—Future Focus”.

Furthermore, the potential physical impacts of climate change on Sibanye’s operations are highly uncertain and may adversely impact the cost, production and financial performance of Sibanye’s operations.

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HIV/AIDS, TUBERCULOSIS AND OTHER CONTAGIOUS DISEASES POSE RISKS TO SIBANYE IN TERMS OF LOST PRODUCTIVITY AND INCREASED COSTS.

The prevalence of HIV/AIDS in South Africa poses risks to Sibanye in terms of potentially reduced productivity and increased medical and other costs. Compounding this are the concomitant infections, such as tuberculosis, that can accompany HIV illness, particularly at the end stages, and cause additional healthcare-related costs. If there is a significant increase in the incidence of HIV/AIDS infection and related diseases among the workforce, this may have a material adverse effect on Sibanye’s business, operating results and financial condition.

Additionally, the spread of contagious diseases such as respiratory diseases is exacerbated by communal housing and close quarters. The spread of such diseases could impact employees’ productivity, treatment costs and, therefore, operational costs.

SIBANYE’S OPERATIONS ARE SUBJECT TO WATER USE REGULATION, WHICH COULD IMPOSE SIGNIFICANT COSTS AND BURDENS.

Sibanye’s operations are subject to regulatory controls on their usage and disposal of water. Under South African law, mining operations are subject to water use licences that govern each operation’s water usage and that require, among other things, mining operations to achieve and maintain certain water quality limits regarding all water discharges. Kloof currently operates under a regulatory directive that allows it to operate while its application for license renewal is being processed. Driefontein holds a water use licence but Sibanye remains in discussions with the Department of Water and Sanitation (DWS) regarding certain discrepancies regarding the license. Beatrix currently operates under a pre-existing permit of indefinite length; however, it has submitted an application for a licence under the current regime. The Rand Uranium section of the Cooke operations was issued a water licence in November 2013 which defines the water management regulatory requirements for the Cooke surface operations, as well as for the Cooke 1, 2 and 3 underground mining operations. The Cooke 4 underground mining operations currently operate under the old order water use authorisations. Application has been made to the DWS for a water use licence. Sibanye expects to incur significant expenditure to achieve and maintain compliance with the licence requirements at each of its operations. Any failure on Sibanye’s part to achieve or maintain compliance with the requirements of these licences with respect to any of its operations could result in Sibanye being subject to substantial claims, penalties, fees and expenses; significant delays in operations; or the loss of the relevant water use licence, which could curtail or halt production at the affected operation. Any of the above could have a material adverse effect on Sibanye’s business, operating results and financial condition.

Sibanye has identified a risk of potential long-term acid mine drainage (AMD) issues which are currently being experienced by peer mining groups. AMD relates to the acidification and contamination of naturally occurring water resources by pyrite-bearing ore contained in underground mines and in rock dumps, tailings dams and pits on the surface. Should Sibanye’s current preventative measures not be successful such that Sibanye were to experience any AMD issues, it could result in failure to comply with its water use licence requirements and could expose Sibanye to potential liabilities.

RISKS RELATED TO THE ACQUISITIONS

SIBANYE MAY NOT BE ABLE TO COMPLETE THE ACQUISITIONS ON A TIMELY BASIS OR AT ALL, AND REGULATORY AUTHORITIES MAY IMPOSE CONDITIONS ON US, THE RUSTENBURG OPERATIONS OR THE AQUARIUS OPERATIONS THAT COULD PREVENT US FROM ACHIEVING SOME OF THE EXPECTED BENEFITS AND REALISING THE ANTICIPATED SYNERGIES OF THE ACQUISITIONS.

The Acquisitions remain subject to conditions precedent, including obtaining clearances from the DMR with regard to the Rustenburg Operations. There can be no assurance that these conditions will be satisfied and completion of the Acquisitions will be achieved on a timely basis or at all. In particular, the regulatory clearance process, including clearance by the DMR, may take longer than expected to complete, which would delay the completion of one or both of the Acquisitions. These and other regulatory authorities could also block either or both of the Acquisitions or impose conditions on us as part of any authorisation or clearance, and any such conditions could prevent us from achieving some or all of the expected benefits and realising the anticipated synergies of the Acquisitions.


SIBANYE MAY FACE CHALLENGES INTEGRATING THE RUSTENBURG OPERATIONS AND AQUARIUS BUSINESS FOLLOWING COMPLETION OF THE ACQUISITIONS, WHICH COULD DISRUPT ITS CURRENT OPERATIONS OR RESULT IN HIGHER COSTS OR WORSE OVERALL PERFORMANCE THAN WE ANTICIPATE.

If we are unable to integrate the Rustenburg Operations and Aquarius’ business with our own operations in a timely and cost-effective manner, the potential benefits of the Acquisitions, including the estimated revenue and cost synergies we expect to achieve, may not be realised. In particular, if the effort we devote to the integration of our businesses with those of the Rustenburg Operations and Aquarius diverts more management time or other resources from carrying out our operations than we originally planned, our ability to maintain and increase revenues as well as manage our costs could be impaired. Furthermore, our capacity to expand other parts of our existing businesses may be impaired.


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OUR GROWTH STRATEGY, INCLUDING THE ACQUISITIONS AND REORGANISATION OF OUR BUSINESS, MAY NOT BE SUCCESSFUL.

Prior to the Acquisitions (which remain subject to conditions precedent), our core businesses were primarily related to owning and operating four underground and surface gold operations, as well as operating extraction and processing facilities for treatment of gold-bearing ore before it is refined. As noted in “— Risks Related to Sibanye’s business — Changes in the market price for gold, which in the past have fluctuated widely, affect the profitability of Sibanye’s gold mining operations and the cash flows generated by those operations”, these operations have experienced significant volatility during the recent past.

Following the Acquisitions, key components of our strategy will be to reorganise the Group’s operations into a platinum division and a gold and uranium division, and to potentially grow through expansion in further markets. Our growth strategy, including the reorganisation will require significant investment and place strain on our financial and management resources, as well as our compliance systems, as our management team will be required to support and oversee operations in an industry where they may have limited or no experience while at the same time ensuring that our management systems are suitable for our expanding operations. We cannot assure you that we will be able to achieve the objectives our management anticipates or that our management will be able to manage any such processes successfully. Failure to achieve such objectives or any significant weakening of our overall management controls could have a material adverse effect on our business, operating results and financial condition.

IF EITHER OF THE RUSTENBURG OPERATIONS OR AQUARIUS DOES NOT PERFORM IN LINE WITH OUR EXPECTATIONS, WE MAY BE REQUIRED TO WRITE-DOWN THE CARRYING VALUE OF OUR INVESTMENT, WHICH COULD AFFECT OUR ABILITY TO PAY DIVIDENDS.

Under IFRS, we are required to test the carrying value of long-term assets or cash-generating units for impairment at least annually and more frequently if we have reason to believe that our expectations for the future cash flows generated by these assets may no longer be valid. If the results of operations and cash flows generated by the Rustenburg Operations or Aquarius following the Acquisitions are not in line with our expectations, we may be required to write-down the carrying value of the investment. Any write-down could materially affect our business, operating results, operations and financial condition.

WE MAY DISCOVER CONTINGENT OR OTHER LIABILITIES WITHIN THE RUSTENBURG OPERATIONS OR AQUARIUS OR OTHER FACTS OF WHICH WE ARE NOT AWARE THAT COULD EXPOSE SIBANYE TO LOSS.

Although Sibanye has received certain representations, warranties and indemnities regarding the Rustenburg Operations and Aquarius under the terms of the Rustenburg Operations Acquisition Agreements and the Aquarius Acquisition Agreements, respectively, and it has conducted general due diligence in connection with the Acquisitions, such due diligence was necessarily limited. There can be no assurance that Sibanye identified all the liabilities of, and risks associated with, the Acquisitions or that it will not be subject to unknown liabilities of, and risks associated with, the Acquisitions, including liabilities and risks that may become evident only after Sibanye has been involved in the operational management of the Acquisitions. Sibanye may incur losses in excess of this maximum amount or the matters giving rise to the losses may not be recoverable against the warranties or indemnities or at all.

WHILE THE RUSTENBURG OPERATIONS AND THE OPERATIONS OF AQUARIUS ARE PGM FOCUSED OPERATIONS, THEY FACE SIMILAR OPERATIONAL RISKS TO THE GOLD MINING OPERATIONS OF SIBANYE:

The Rustenburg Operations and the operations of Aquarius face similar operational risks to those of Sibanye’s gold mining operations, for example:

• The operations of the Rustenburg Operations and Aquarius have been and may be adversely affected by strikes and union activity;

• The mineral reserves of the Rustenburg Operations and the Aquarius operations are estimates based on a number of assumptions, which, if changed, may require these operations to lower their estimated mineral reserves;

• Due to the nature of PGM mining and the extensive environmental footprint of the operations, environmental hazards, industrial accidents, mining accidents and pollution may result in operational disruptions such as stoppages which could result in increased production costs as well as financial and regulatory liabilities;

• Due to mature infrastructure at the Rustenburg Operations and the Aquarius operations, unplanned breakdowns and stoppages may result in production delays, increased costs and industrial accidents;

• Power stoppages, fluctuations and usage constraints may force the Rustenburg Operations and the Aquarius operations to halt or curtail operations;

• Actual and potential supply chain shortages and increases in the prices of production inputs may have a material adverse effect on the operations and profits of the Rustenburg Operations and Aquarius; and

• Social unrest, sickness or natural or man-made disaster at informal settlements in the vicinity of some of the Rustenburg Operations and Aquarius’ operations may disrupt its business or may lead to greater social or regulatory impositions on these operations.

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WHILE THE RUSTENBURG OPERATIONS AND THE OPERATIONS OF AQUARIUS ARE PGM FOCUSED OPERATIONS, THEY FACE SIMILAR LEGAL AND REGULATORY RISKS TO THE GOLD MINING OPERATIONS OF SIBANYE.

The Rustenburg Operations and the operations of Aquarius face similar legal and regulatory risks to those of Sibanye’s gold mining operations, for example:

• The mineral rights associated with the Rustenburg Operations and the Aquarius operations are subject to legislation, which could impose significant costs and burdens and which impose certain ownership requirements, the interpretation of which are the subject of dispute; and

• The Rustenburg Operations and the operations of Aquarius are subject to environmental and health and safety regulations, which could impose additional costs and compliance requirements and Sibanye (assuming it completes the Acquisitions) may face claims and liability for breaches, or alleged breaches, of such regulations and other applicable laws.

WHILE THE RUSTENBURG OPERATIONS AND THE OPERATIONS OF AQUARIUS ARE PGM FOCUSED OPERATIONS, THEY FACE SIMILAR FINANCIAL RISKS TO THE GOLD MINING OPERATIONS OF SIBANYE.

The Rustenburg Operations and the operations of Aquarius face similar financial risks to those of Sibanye’s gold mining operations, for example:

• Change in the market price for platinum and associated minerals, which in the past have fluctuated widely, affect the profitability and cash flows of the Rustenburg Operations and the operations of Aquarius and, if Sibanye completes the Acquisitions, will affect the profitability of Sibanye;

• Power cost increases may adversely affect the results of operations of the Rustenburg Operations and Aquarius;

• Because platinum is generally sold in US dollars, while the Rustenburg Operations’ and the South African Aquarius operations’ production costs are primarily in Rand, these operations’ operating results and financial condition will be materially harmed if there is a material change in the value of the Rand; and

• Platinum mining operations are subject to high fixed costs which may impact its profitability.

RISKS RELATED TO SIBANYE’S SHARES AND ADRS

SHAREHOLDERS OUTSIDE SOUTH AFRICA MAY NOT BE ABLE TO PARTICIPATE IN FUTURE ISSUES OF SECURITIES (INCLUDING ORDINARY SHARES) CARRIED OUT BY OR ON BEHALF OF SIBANYE.

Securities laws of certain jurisdictions may restrict Sibanye’s ability to allow participation by certain shareholders in future issues of securities (including ordinary shares) carried out by or on behalf of Sibanye. In particular, holders of Sibanye securities who are located in the United States (including those who hold ordinary shares or ADRs) may not be able to participate in securities offerings by or on behalf of Sibanye unless a registration statement under the Securities Act is effective with respect to such securities or an exemption from the registration requirements of the Securities Act is available thereunder.

Securities laws of certain other jurisdictions may also restrict Sibanye’s ability to allow the participation of all holders in such jurisdictions in future issues of securities carried out by Sibanye. Holders who have a registered address or are resident in, or who are citizens of, countries other than South Africa should consult their professional advisers as to whether they require any governmental or other consent or approvals or need to observe any other formalities to enable them to participate in any offering of Sibanye securities.

INVESTORS IN THE UNITED STATES AND OTHER JURISDICTIONS OUTSIDE SOUTH AFRICA MAY HAVE DIFFICULTY BRINGING ACTIONS, AND ENFORCING JUDGMENTS, AGAINST SIBANYE, THE DIRECTORS AND THE EXECUTIVE OFFICERS BASED ON THE CIVIL LIABILITIES PROVISIONS OF THE FEDERAL SECURITIES LAWS OR OTHER LAWS OF THE UNITED STATES OR ANY STATE THEREOF OR UNDER THE LAWS OF OTHER JURISDICTIONS OUTSIDE SOUTH AFRICA.

Sibanye is incorporated in South Africa. All of the Directors and Executive Officers (as well as Sibanye’s independent registered public accounting firm) reside outside of the United States. Substantially all of the assets of these persons and substantially all of the assets of Sibanye are located outside the United States. As a result, it may not be possible for investors to enforce against these persons or Sibanye a judgment obtained in a United States court predicated upon the civil liability provisions of the federal securities or other laws of the United States or any state thereof. In addition, investors in other jurisdictions outside South Africa may face similar difficulties.

Investors should be aware that it is the policy of South African courts to award compensation for the loss or damage actually sustained by the person to whom the compensation is awarded. Although the award of punitive damages is generally unknown to the South African legal system, it does not mean that such awards are necessarily contrary to public policy. Whether a judgment is contrary to public policy will depend on the facts of each case. Exorbitant, unconscionable or excessive awards will generally be contrary to public policy and contractually stipulated penalties are subject to and limited by the provisions of the Conventional

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Penalties Act, 1962. South African courts cannot enter into the merits of a foreign judgment and cannot act as a court of appeal or review over the foreign court. South African courts will usually implement their own procedural laws and, where an action based on an international contract is brought before a South African court, the capacity of the parties to the contract will usually be determined in accordance with South African law. However, a South African court may, in certain circumstances, show expert evidence in relation to the law of the jurisdiction which governs the contract in question. It is doubtful whether an original action based on United States federal securities laws or the laws of other jurisdictions outside South Africa may be brought before South African courts. Further, a plaintiff who is not resident in South Africa may be required to provide security for costs in the event of proceedings being initiated in South Africa. In addition, the Rules of the High Court of South Africa require that documents executed outside South Africa must be authenticated for the purpose of use in South Africa.

Investors should also be aware that a foreign judgment is not directly enforceable in South Africa, but only constitutes a cause of action. Such a judgment will be enforced by South African courts only if certain conditions are met.

SIBANYE MAY NOT PAY DIVIDENDS OR MAKE SIMILAR PAYMENTS TO ITS SHAREHOLDERS IN THE FUTURE DUE TO VARIOUS FACTORS AND ANY DIVIDEND PAYMENTS MAY BE SUBJECT TO WITHHOLDING TAX.

Sibanye’s dividend policy is to return at least 25% to 35% of normalised earnings to shareholders. Sibanye may pay cash dividends only if funds are available for that purpose. Whether funds are available depends on a variety of factors, including the amount of cash available and Sibanye’s capital expenditures on both existing infrastructure as well as on exploration and other projects and other cash requirements existing at the time. Under South African law, Sibanye will be entitled to pay a dividend or similar payment to its shareholders only if it meets the solvency and liquidity tests set out in the Companies Act, and is permitted to do so in terms of Sibanye’s Memorandum of Incorporation (the Memorandum of Incorporation). Given these factors and the Board’s discretion to declare cash dividends or other similar payments, dividends may not be paid in the future. It should be noted that a 15% withholding tax on dividends declared by South African resident companies to non-resident shareholders or non-resident ADR holders was introduced with effect from 1 April 2012. See “—Additional Information—Taxation—Certain South African Tax Considerations—Withholding Tax on Dividends” and “Annual Financial Report—Accountability—Directors’ Report—Financial Affairs—Dividend Policy”.

SIBANYE’S NON-SOUTH AFRICAN SHAREHOLDERS FACE ADDITIONAL INVESTMENT RISK FROM CURRENCY EXCHANGE RATE FLUCTUATIONS SINCE ANY DIVIDENDS WILL BE PAID IN RAND.

Dividends or distributions with respect to Sibanye’s ordinary shares have historically been paid in Rand. The US dollar or other currency equivalent of future dividends or distributions with respect to Sibanye’s ordinary shares, if any, will be adversely affected by potential future reductions in the value of the Rand against the US dollar or other currencies. In the future, it is possible that there will be changes in South African Exchange Control Regulations such that dividends paid out of trading profits will not be freely transferable outside South Africa to shareholders who are not residents of the CMA. See “—Additional Information—South African Exchange Control Limitations Affecting Security Holders”.

SIBANYE’S ORDINARY SHARES ARE SUBJECT TO DILUTION AS A RESULT OF ANY NON-PRE-EMPTIVE SHARE ISSUANCE, INCLUDING UPON THE EXERCISE OF SIBANYE’S OUTSTANDING SHARE OPTIONS, ISSUES OF SHARES BY THE BOARD IN COMPLIANCE WITH BEE LEGISLATION OR IN CONNECTION WITH ACQUISITIONS.

Shareholders’ equity interests in Sibanye will be diluted to the extent of future exercises or settlements of rights under the Sibanye Gold Limited 2013 Share Plan (2013 Share Plan) and any additional rights. See “Annual Financial Report—Accountability—Remuneration Report—The Sibanye Gold Limited 2013 Share Plan”. Sibanye shares are also subject to dilution in the event that the Board is required to issue new shares in compliance with applicable BEE legislation. See “—Risks related to Sibanye’s business—Sibanye’s mineral rights are subject to legislation, which could impose significant costs and burdens.”

Further, the issuance of shares in connection with any acquisition (whether in the form of consideration or otherwise) may result in dilution to existing Shareholders. For example, on 15 May 2014, Sibanye concluded the acquisition of Cooke. As consideration for the acquisition, Sibanye issued 156,894,754 new Sibanye shares at R28.61, representing 17% of Sibanye’s issued share capital on a fully diluted basis.

Sibanye’s empowerment partner in Newshelf 1114 Proprietary Limited (the Newshelf 1114 Empowerment Partner) has a put option in respect of their 24% shareholding in Newshelf 1114 which allows them to acquire shares in Sibanye. If the partner exercises this option, Sibanye must acquire its shares in Newshelf 1114 based on the net attributable fair value of the underlying assets and liabilities of the Newshelf 1114 group by issuing the number of shares in Sibanye determined on the basis of the 30 day volume weighted average share price of Sibanye on the JSE. The Newshelf 1114 Empowerment Partner’s net attributable fair value will be adjusted with original subscription loan still due by the Newshelf 1114 Empowerment Partner on acquiring the 24% shareholding in 2013. The subscription loan’s balance at 31 December was R569 million. The option can be exercised until 8 February 2018.

A large volume of sales of Sibanye’s ordinary shares by this partner or another shareholder, all at once or in blocks, could decrease the prevailing market price of Sibanye’s ordinary shares and could impair Sibanye’s ability to raise capital through the sale of equity securities in the future. Additionally, even if substantial sales are not affected, the mere perception of the possibility of these sales could decrease the market price of Sibanye’s ordinary shares and could have a negative effect on Sibanye’s ability to raise capital in the future. Further, anticipated downward pressure on Sibanye’s ordinary share price due to actual or

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anticipated sales of ordinary shares could cause some institutions or individuals to engage in short sales of Sibanye’s ordinary shares, which may itself cause the price of the ordinary shares to decline.

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RESERVES OF SIBANYE AS OF 31 DECEMBER 2015

INTRODUCTION Sibanye reports its mineral reserves in accordance with SAMREC, the South African Code for the reporting of Mineral Asset Valuation and other relevant international codes such as the SEC’s Industry Guide 7. Only the reserves at each of our operations and exploration projects as of 31 December 2015, which qualify as reserves for purposes of the SEC’s Industry Guide number 7, are presented in the tables below. In accordance with the requirements imposed by the JSE, we report our reserves using the terms and definitions of the SAMREC Code (2007 edition). Mineral or ore reserves, as defined under the SAMREC Code, are divided into categories of proved and probable reserves and are expressed in terms of tons to be processed at mill feed head grades, allowing for estimated mining dilution, mining recovery and other factors.

GEOLOGY Our operations consist of deep level underground gold mines located along the northern and southwestern margins of the Witwatersrand Basin in South Africa. These properties include the Driefontein, Kloof and Cooke operations along the northern margin and the Beatrix operation along the southwestern margin. These mines are typical of the many Witwatersrand Basin operations, which have been the primary contributors to South Africa’s production of a significant portion of the world’s recorded gold output since 1886.

The Witwatersrand Basin comprises a 6,000-meter vertical thickness of sedimentary rocks, extending laterally for some 350 kilometres northeast to southwest by some 120 kilometres northwest to southeast, generally dipping at shallow angles toward the centre of the Witwatersrand Basin. The Witwatersrand Basin outcrops at its northern extent near Johannesburg, but to the west, south and east it is overlaid by up to 4,000 meters of volcanic and sedimentary rocks. The Witwatersrand Basin is Archaean in age, meaning the sedimentary rocks are of the order of 2.8 billion years old.

Gold mineralisation occurs within laterally extensive quartz pebble conglomerate beds called reefs, which are developed above unconformable surfaces near the basin margin. As a result of faulting and primary controls on mineralisation processes, the goldfields are not continuous and are characterised by the presence or dominance of different reef units. The reefs are generally less than two meters in thickness and are widely considered to represent laterally extensive braided fluvial deposits or unconfined flow deposits, which formed along the flanks of alluvial fan systems around the edge of an inland sea. Dykes and sills of diabase or dolerite composition are developed within the Witwatersrand Basin and are associated with several intrusive and extrusive events.

Gold generally occurs in native form, often associated with pyrite, carbon and uranium. Pyrite and gold within the reefs display a variety of forms, some obviously indicative of detrital transport within the depositional system and others suggesting crystallisation within the reef itself.

As early as 1923, the presence of uranium was noted in the Witwatersrand reefs. It was found that on average the reefs contain about 0.03% uranium and as a by-product of gold relatively low uranium grades can be recovered. Notwithstanding different opinions as to the origin of the uranium in the reefs, most theories accept localisation of both gold and uranium a function of sedimentary textures. Metal concentrations are directly related to the reefs. Exploration programmes and eventual evaluation of gold and uranium according to a placer philosophy, prove to be highly successful.

The most fundamental controls of gold and uranium distribution are the primary sedimentary features such as facies variation and channel directions. Consequently, the modeling of sedimentary features within the reefs and the correlation of payable grades within certain facies is key to in situ reserve estimation, as well as effective operational mine planning and grade control.

BLOCK MODEL ESTIMATION AND RESERVING PROCESS Underground reserves are based on an estimated block model of the ore body, which is derived from surface drilling, underground drilling, surface three-dimensional reflection seismics, ore body facies modeling, structural modeling, underground mapping, underground channel sampling and geostatistical estimation. The reefs are initially explored by drilling from the surface on an approximately 500-meter to 2,000-meter grid. Once underground access is available, definition drilling is undertaken on an approximately 30-meter to 90-meter grid. Underground channel sampling perpendicular to the reef is undertaken at three-meter intervals in development areas and five-meter intervals at stope faces. Estimation is constrained within both geologically homogenous structural and facies zones, and is generally derived from either ordinary or simple kriged small-scale grids. Areas close to current workings will have smaller block sizes ranging from 10-meter to 50-meter and is generally derived from either ordinary or simple kriging. Areas further away will have blocks sizes ranging from 50 meters to 420 meters, and is estimated using simple kriging in combination with declustered averaging or Sichel “t” techniques.

Surface low grade rock dumps (SRD) are estimated based on bulk samples taken at regular intervals, and historical processing results. Surface tailings (TSF) have been estimated using a regular, closely spaced drill pattern (100m x 100m). Volume estimates are determined by land and aerial surveys conducted on a regular basis.

Reserves are reported using pay limits, to reflect both the cost structures and required margins relevant to each mining operation. Pay limit is defined as the grade at which an ore body can be mined without profit or loss, and is calculated using an appropriate metal price, working cost and modifying factors. Modifying factors used to calculate the pay limit grades include adjustments to mill delivered amounts, due to dilution incurred in the course of mining. Modifying factors applied in estimating reserves are based on historical achievements, but may incorporate minor adjustments for planned operational improvements. Tonnage and grade include some mineralisation below the selected pay limit to ensure that the reserve comprises blocks of adequate size and continuity. Reserves also take into account cost levels at each operation and are derived from a strategic and operational

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planning process that is embedded at each operation. Reserves on the operating mines are supported by cyclical mine plans, and the project reserves are derived from detailed pre-feasibility or feasibility studies compiled for each project respectively.

RESERVE CLASSIFICATION METHODOLOGY The reserve estimates are initially categorised according to the measured, indicated and inferred classification assigned to the block models. The measured confidence category is converted to proved reserves and indicated to probable reserves. The inferred confidence category have too low a confidence to be converted to reserves and are excluded.

The confidence classification applied to the block model uses a combination of the quality of the kriged estimates and the confidence in the geological interpretation (drill spacing, continuity of ore body, structural confidence, and confidence in extrapolation or interpolation of facies types). The lower of the two confidence estimates is accepted as the final classification.

The quality of the Kriged estimate is benchmarked using the 90% lower confidence limit on the estimates. The Kriging variance is used in conjunction with the estimated value to calculate the 90% lower confidence limit for each block. The 90% lower confidence limit value estimate is then divided by the estimate and expressed as a percentage. Blocks with a value of greater than 50% are considered to have measured confidence (assuming that the geological confidence is also good enough). Blocks with values of between 20% and 50% are considered to have indicated confidence, and block with values of less than 20% are classified as inferred confidence. The geological confidence is assigned by the geologists, and is based on their subjective judgement. The confidence could be down-graded by the geologists based on the level of ore body complexity. Blocks classified as measured confidence are generally adjacent to closely spaced sampling and generally pierced by a relatively dense irregular pattern of boreholes. Blocks classified as indicated confidence are generally adjacent to blocks classified as measured confidence. In cases where the mining engineer deems it necessary, he may downgrade the classification from proved to probable based on expected mining complexity.

GOLD RESERVE STATEMENT

As of 31 December 2015, Sibanye had aggregate proved and probable gold reserves of approximately 30.988Moz as set forth in the following table.

GOLD ORE RESERVE STATEMENT AS OF 31 DECEMBER 20151, 2

2015 2014

Tons

(Mt) Grade

(g/t) Gold

(Moz) Gold

(Moz)

Operations

Beatrix

Proved (AI)3 20.1 3.7 2.389 1.706

Probable (AI) 18.1 3.2 1.875 1.892

Total (AI) 38.2 3.5 4.264 3.598

Probable (BI)4 — — — —

Total underground 38.2 3.5 4.264 3.598

Driefontein

Proved (AI) 17.9 7.2 4.133 2.716

Probable (AI) 8.6 6.7 1.846 3.387

Total (AI) 26.4 7.0 5.980 6.103

Probable (BI) 9.1 7.3 2.122 1.126


Kloof

Proved (AI) 19.6 7.7 4.857 2.932

Probable (AI) 4.6 6.9 1.024 3.243

Total (AI) 24.2 7.6 5.881 6.175

Probable (BI) 2.1 7.4 0.502 0.532


Cooke

Proved (AI) 6.8 4.7 1.014 1.555

Probable (AI) 3.1 4.6 0.457 0.286


Probable (BI) — — — —


Total underground operations 109.8 5.7 20.219 19.374

Current SRD and TSF

Beatrix (Probable) 5.3 0.4 0.062 0.071

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2015 2014

Tons

(Mt) Grade

(g/t) Gold

(Moz) Gold

(Moz)

Driefontein (Probable) 4.6 0.6 0.094 0.125

Kloof (Probable) 9.5 0.5 0.163 0.194

Randfontein Surface (Proved) 4.7 0.3 0.052 0.086

Randfontein Surface (Probable) — — — 0.028

Total SRD and TSF 24.1 0.5 0.372 0.504

Total (excluding projects)

Beatrix 43.5 3.1 4.326 3.669

Driefontein 40.1 6.4 8.196 7.354

Kloof 35.8 5.7 6.546 6.900

Cooke 14.5 3.3 1.523 1.955

Total (excluding projects) 134.0 4.8 20.591 19.878

Projects

Underground Projects (Probable)

Burnstone 13.0 4.3 1.799 —

De Bron Merriespruit 15.4 4.3 2.112 2.088

Total Underground Projects 28.4 4.3 3.911 2.088

WRTRP (Probable)

Driefontein 169.1 0.3 1.819 1.805

Kloof 265.3 0.3 2.267 2.253

Randfontein Surface 280.4 0.3 2.401 2.401

Total WRTRP 714.8 0.3 6.486 6.459

Total Projects 743.2 0.4 10.397 8.547

Total Underground (including projects) 138.2 5.4 24.130 21.462

Total Surface (including projects) 738.9 0.3 6.858 6.963

Total mineral reserves 877.1 1.1 30.988 28.4251 Managed, unless otherwise stated. 2

a. Quoted as mill delivered metric tons and Run-of-Mine (RoM) grades, inclusive of all mining dilutions and gold losses except mill recovery. Metallurgical recovery factors have not been applied to the reserve figures. The metallurgical recovery is the ratio, expressed as a percentage, of the mass of the specific mineral product actually recovered from ore treated at the plant to its total specific mineral content before treatment. The approximate metallurgical factors for gold are as follows: (i) Driefontein Plant (DP) 1 97%, DP 2 81% and DP 3 82%, (ii) Kloof Plant (KP) 1 92%, KP 2 98%, (iii) Beatrix Plant (BP) 1 96%, BP2 95%, (iv) Cooke Doornkop Plant 95%, Ezulwini Plant 95%. Cooke Plant 60%, (v) De Bron Merriespruit 96%, (vi) WRTRP 52% and (vii) Burnstone 96%.

b. A gold price of R430,000/kg ($1,170/oz at an exchange rate of R11.45/US$) was applied in valuing the ore reserve. The gold price used for reserves is the approximate three-year trailing average, calculated on a monthly basis, of the London afternoon fixing price of gold. These prices are approximately 2% higher in Rand terms than the prices used for the 31 December 2014 declaration.

c. Mine dilution relates to the difference between the mill tonnage and the stope face tonnage and includes other sources stopping (which is waste that is broken on the mining horizon, other than on the stope face), development to mill and tonnage discrepancy (which is the difference between the tonnage expected on the basis of the mine’s measuring methods and the tonnage accounted for by the plant). The mine dilution factors are as follows: (i) Driefontein 31%; (ii) Kloof 30%; (iii) Beatrix 19%, (iv) Cooke 25%, (v) De Bron Merriespruit 48% and (vi) Burnstone 2%.

d. The mining recovery factor relates to the proportion or percentage of planned and scheduled reserves against total potentially available reserves at the gold price used for the declaration of reserves, with all modifying factors, mining constraints and pillar discounts applied. The mining recovery factors are as follows: (i) Driefontein 56%; (ii) Kloof 110%; (iii) Beatrix 70%, (iv) Cooke 34%, (v) De Bron Merriespruit 88%, (vi) Burnstone 90% and (vii) WRTRP 100%. Where the percentage is low, there is significant resource potential on the operation, and where it is more than 100% it is a function of low-grade incremental mining.

e. The pay limit varies per operation and per shaft, depending on the respective costs, depletion schedule, ore type and dilution. The following are the average pay limits applied in the underground planning process: (i) Driefontein 1,330cm.g/t, (ii) Kloof 1,580cm.g/t, (iii) Beatrix 840cm.g/t and (iv) Cooke 1,090cm g/t.

f. A mine call factor based on historic performance and incorporating any planned improvements is applied to the mineral reserves. The following mine call factors have been applied: Driefontein 86%, Kloof 82%, Beatrix 84%, Cooke 79%, DBM 81% and Burnstone 86%.

g. The WRTRP (assessing the potential for extraction of gold and uranium from Sibanye’s West Wits Line and the adjacent Cooke TSFs) is currently the subject of a Definitive Feasibility Study. The 31 December 2015 reserves are based on the DFS, but have been updated with deposition to the active TSF’s during 2015.

h. Totals may not sum due to rounding. 3 Above infrastructure (AI) reserves relate to mineralisation which is located at a level at which an operation currently has infrastructure sufficient

to allow mining operations to occur. 4 Below infrastructure (BI) reserves relate to mineralisation which is located at a level at which an operation currently does not have infrastructure

sufficient to allow mining operations to occur, but where the operation has made plans to install additional infrastructure in the future which will allow mining to occur at that level.

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GOLD PRICE SENSITIVITY

The amount of gold mineralisation that we can economically extract, and therefore can classify as reserves, is sensitive to fluctuations in the price of gold. The following table indicates our reserves at different gold prices that are 10% above and below the $1,170/oz (R430,000/kg) gold price used to estimate our attributable reserves; however, the reserve sensitivities are not based on detailed depletion schedules and should be considered on a relative and indicative basis only.

R390,000/kg R430,000/kg R470,000/kg

(Moz)1

Driefontein 7.868 8.196 8.442

Kloof 6.528 6.546 6.521

Beatrix 4.057 4.326 4.642

Cooke 1.382 1.523 1.513

WRTRP 6.486 6.486 6.486

De Bron Merriespruit — 2.112 2.207

Burnstone — 1.799 1.803

Total 26.321 30.988 31.615 1 Driefontein, Kloof, Beatrix and Cooke operations’ reserves include Run-of-Mine ore stockpiles, tailings and SRD.

Our attributable gold reserves increased from 28.4Moz at 31 December 2014 to 31.0Moz at 31 December 2015, primarily due to the inclusion of Burnstone, Beatrix Beisa Project and additional reserves from the Driefontein 5 Shaft drop-down project extension.

Gold

(Moz)

Life of Mine 31 December 2014 28.425

2015 depletion (1.577)

Post depletion Life of Mine 26.848

Changes in geology structure at operations (0.081)

Changes in estimation models at operations (0.845)

Technical factors (Mine Call Factor, percentage waste mining, etc) 0.452

Specific inclusions

Secondary reefs at Driefontein 8 Shaft and Kloof 8 Shaft 0.362

White areas and general additions mainly at Driefontein 8 Shaft and Beatrix West 1.073

Driefontein 5 Shaft drop-down project extension beyond inner core 1.016

Beisa Project maiden Mineral Reserve 0.495

Revised mining method applied to De Bron Merriespruit 0.024

Burnstone Project maiden Mineral Reserve 1.799

Beatrix South G Block Project 0.108

Additions to SRDs at Driefontein, Kloof and Beatrix 0.054

Deposition on active TSFs which form part of the WRTRP 0.027

Specific exclusions

Beatrix South 2 Shaft decommissioned (0.113)

Uneconomic areas excluded, mainly from Cooke (0.230)

Total 30.988

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URANIUM RESERVE STATEMENT As of 31 December 2015, we had probable uranium reserves of approximately 113.8Mlb as set forth in the following table:

URANIUM ORE RESERVE STATEMENT AS OF 31 DECEMBER 20151, 2

2015 2014

Tons

(Mt) Grade

(g/t) U3O8(Mlb)

U3O8(Mlb)

Beatrix Proved (AI)3 — — — — Probable (AI) 7.4 0.715 11.654 — Total underground 7.4 0.715 11.654 — Cooke Proved (AI) 2.7 0.348 2.056 3.388 Probable (AI) 1.5 0.314 1.017 0.439 Total underground 4.2 0.336 3.073 3.827 Total underground operations 11.5 0.579 14.727 3.827 Total (excluding projects) Beatrix 7.4 0.715 11.654 — Cooke 4.2 0.336 3.073 3.827 Total (excluding projects) 11.5 0.579 14.727 3.827 WRTRP Driefontein 160.9 0.064 22.686 22.326 Kloof 265.3 0.038 22.146 22.071 Randfontein Surface 280.4 0.088 54.256 54.256 Total WRTRP 706.6 0.064 99.088 98.653 Total Projects 706.6 0.064 99.088 98.653 Total Underground (including projects) 11.5 0.579 14.727 3.827 Total Surface (including projects) 706.6 0.064 99.088 98.653 Total mineral reserve 718.1 0.072 113.814 102.480

1 Managed, unless otherwise stated. 2

a. Quoted as mill delivered metric tons and Run-of-Mine (RoM) grades, inclusive of all mining dilutions and uranium losses except mill recovery. Metallurgical recovery factors have not been applied to the reserve figures. The metallurgical recovery is the ratio, expressed as a percentage, of the mass of the specific mineral product actually recovered from ore treated at the plant to its total specific mineral content before treatment. The approximate metallurgical factors is Ezulwini Plant 78%, and 67% for Beatrix Beisa Project.

b. A uranium price of R1,140 per kilogram ($45/lb at an exchange rate of R11.45/US) was applied in valuing the ore reserve. The uranium price used for reserves relates to the three year average long term contract price of R1,147/kg. The reserve price is approximately 3% higher in South African Rand terms than the price used for the 31 December 2014 declaration.

c. For the South African operations, mine dilution relates to the difference between the mill tonnage and the stope face tonnage and includes other sources stopping (which is waste that is broken on the mining horizon, other than on the stope face), development to mill and tonnage discrepancy (which is the difference between the tonnage expected on the basis of the mine’s measuring methods and the tonnage accounted for by the plant). The mine dilution factors are as follows: Cooke 25%, Beatrix Beisa Project 21%.

d. The mining recovery factor relates to the proportion or percentage of ore mined from the defined ore body at the gold price used for the declaration of reserves. This percentage will vary from mining area to mining area and reflects planned and scheduled reserves against total potentially available reserves (at the gold price used for the declaration of reserves), with all modifying factors, mining constraints and pillar discounts applied. The mining recovery factors for the operations with uranium reserves are as follows: Cooke 34%. Beatrix 70%.

e. Uranium is mined as a co-product and as such the pay-limit does not apply. f. A mine call factor based on historic performance and planned improvements are applied to the mineral reserves. The following mine call factor

has been applied: Cooke 76% and Beatrix Beisa Project 90%. g. Totals may not sum due to rounding. 3 AI: Above infrastructure reserves relate to mineralisation which is located at a level at which an operation currently has infrastructure sufficient to

allow mining operations to occur.

CORPORATE GOVERNANCE The Competent Persons that take responsibility for the reporting of mineral reserves are the respective operation (per mining unit) or project based Mineral Resource Manager or Manager Geology. The details of all the personnel who approved the mineral reserves are listed in the respective Competent Person’s Reports for the specific operation.

Corporate Governance on the overall compliance of the company’s figures and responsibility for the generation of a Group consolidated statement has been overseen by the Technical Services team listed below This team, who consent to the disclosure

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of the 31 December 2015 Mineral Reserve Statement, are permanent employees of Sibanye, and function independently of the operating mines and projects.

Competent Person Title Qualifications Years

Gerhard Janse van Vuuren PLATO PMS 243

Vice President: Mine Technical Services

B Tech (MRM); GDE (Mining Engineering); MBA; MSCC

28

Johan van Eeden SACNASP 400043/092

Group Geologist

MSc (Geology)

32

Leon Tolmay SAIMM 7041403

Group Evaluator

NHD (Mine Survey); GDE (Mining Engineering); MSCC

39

Steven Wild SAIMM 706556

Group Mine Planner

GDE Mining Engineering; NHD MRM

20

Werner de Klerk PLATO PMS233

Group Surveyor

GDE Mining Engineering; MSCC and ND Survey

33

M Greenhalgh SAIMM 704826

Group Sampler

GDE Mining Engineering

32

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ACQUISITION ASSETS

On 9 September 2015, Sibanye announced that it entered into an agreement with RPM, a wholly owned subsidiary of Anglo American Platinum to acquire the Rustenburg Operations.

On 6 October 2015 Sibanye announced a cash offer of US$0.195 per share for the entire issued share capital of Aquarius. Aquarius owns stakes in the Kroondal mine and Platinum Mile retreatment facilities near Rustenburg in South Africa and the Mimosa joint venture with Impala Platinum in Zimbabwe.

The Acquisitions remain subject to the fulfilment of certain conditions precedent. See “Annual Financial Report—Overview—Management’s Discussion and analysis of the financial statements—Acquisitions”.

The following descriptions were extracted without material adjustment from publicly available information regarding the Rustenburg Operations and the operations of Aquarius published by Anglo American Platinum and Aquarius, respectively. Sibanye has not independently verified the completeness or accuracy of this information and such information was not prepared for the purpose of this annual report.

ORE RESERVES OF THE RUSTENBURG OPERATIONS AND AQUARIUS The ore reserve statements of the Rustenburg Operations and Aquarius have not been included in this annual report because they have not been prepared in accordance with Industry Guide 7. Management believes that the Acquisitions will add a substantial amount of PGMs (4E) to Sibanye’s ore reserves.

RUSTENBURG OPERATIONS

2015 2014

Safety

Fatalities 1 1

LTIFR 1.44 0.98

Platinum produced ounces (000 oz) 485 284

Net sales revenue (Rm) 11,117 8,940

Operating cost of sales (Rm) (11,079) (9,693)

Net cash flow (Rm) 64 445

MINE OVERVIEW

The Rustenburg Operations are situated in the province of North West in South Africa, near the town of Rustenburg and within the Western Limb of the Bushveld complex. The mines operate under a mining right covering a total area of 185.4 square kilometres.

The operation was reorganised in fiscal 2015 into a two-mine operation from previously three mines and concentrators. The West mines consists of the Thembelani and Khuseleka shafts (the West Mine) and East Mine consists of the Siphumelele and Bathopele shafts (the East Mine).

The Bathopele shafts trackless mechanised operation mines the UG2 horizon exclusively at a depth varying between 40 meters and 350 meters below surface using low-profile (LP) and extra-low-profile (XLP) equipment suites.

The remaining operations have three vertical shafts (Thembelani 1, Khuseleka 1, and Siphumelele 1) and the associated declines, which transport rock, men and material. Mining occurs on both the Merensky reef and the UG2 reef horizons. The predominant mining layout on the West Mine is conventional scattered breast mining with strike pillars. The predominant mining layout at Siphumelele Mine is conventional breast stoping with strike pillars. The operating depth for the current workings is between 400 meters and 1,350 meters below surface.

All reclamation of material and equipment at the Khomanani shafts and Khuseleka 2 shaft, placed on long-term care and maintenance, was completed in April 2015.

Rustenburg Operations’ LoM extends to 2040.

KEY ACHIEVEMENTS

• Commissioning of the Rustenburg concentrators tailings retreatment facility in the fourth quarter of fiscal 2015.

• Commencement of the UG2 ore replacement projects at Khuseleka, Thembelani and Siphumelele.

• Rustenburg Operations reorganisation into a two-mine structure consisting of an East and West Mine.

OPERATIONAL REVIEW

The mine reported one fatality at Thembelani 1 shaft in a fall-of-ground accident on 12 May 2015.

The lost-time injury frequency rate at Rustenburg Operations deteriorated to 1.44 in fiscal 2015 from 0.98 in fiscal 2014. This general decline in safety performance was addressed during the second half of fiscal 2015 to ensure both safety compliance and

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that all employees respond appropriately to high-risk conditions. Rustenburg remained fatality-free for the third and fourth quarters of fiscal 2015.

Platinum ounces increased to 0.485 million ounces, up 71% from strike-impacted fiscal 2014. The 4E built-up head grade increased to 2.63 g/t compared to 2.29 g/t in fiscal 2014.

Labour productivity was impacted in fiscal 2014 by the legal AMCU strike and showed an increase in fiscal 2015 of 59% to 7.4 m² per total employee.

CAPITAL EXPENDITURE

Total capital expenditure decreased by 34% to R400 million in fiscal 2015 (R543 million in fiscal 2014). Stay-in-business capital expenditure amounted to R239 million (R342 million in fiscal 2014), while project capital of R161 million was primarily spent on the Bathopele phase 4 and phase 5 projects.

AQUARIUS OPERATIONS

KROONDAL

KEY STATISTICS

Year ended

30 June 2015Year ended


30 June 2013

Operations

Tonnes milled 7.15 7.19 6.59

Average head grade (g/t) 2.43 2.39 2.41

Recoveries (%) 79 78 79

Cost per PGM ounce produced

($/oz) 803 879 948

(R/oz) 9,168 9,115 8,343

Total no of employees (including contractors) 8,747 8,549 8,065

Safety

DIIR1, 2 0.65 0.73 1.14

No. of fatalities 1 0 1

Total production – in concentrate

Platinum (oz) 257,425 251,568 238,214

Palladium (oz) 134,854 130,630 122,340

Rhodium (oz) 47,985 46,380 43,879

Gold (oz) 2,212 2,166 2,055

Total PGM production3 (oz) 442,477 430,743 406,497

Total PGM production4 (oz) 539,106 524,504 495,040

Attributable PGM production (oz) 221,238 215,371 203,249

Financials – attributable

Revenue5 ($m) 198 222 217

Gross profit ($m) 1 9 (8)

Capital expenditure ($m) 24 24 31 1 DIIR is used interchangeably as a measure for LTIFR 2 Per 200,000 hours worked 3 3PGM+Au 4 5PGM+Au 5 Net of foreign exchange sales variance

SAFETY

While safety performance continued to improve overall during the year ended 30 June 2015, there was one mining-related death. On 11 October 2014, a production team leader lost his life in a fall-of-ground related incident at Kroondal’s Kwezi shaft. The requisite enquiries and investigations were conducted by management and the DMR.

Following the fatality and a deterioration in safety performance in the second quarter of the year ended 30 June 2015, safety campaigns were re-energised in January 2016. Several visual safety campaigns were conducted focusing on injuries on duty. This included re-enactments and demonstrations that coincided with industrial theatre shows by a local cultural group. Even greater attention was paid to investigations into identifying the root causes of safety accidents while an additional safety officer was appointed to each shaft with responsibility for safety inspections and compliance audits on the afternoon and night shifts. This helped to further increase visibility during all rotational production shifts and to ensure compliance with Company standards and procedures.

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The disabling injury incident rate (DIIR) improved in the year ended 30 June 2015 to 0.65 per 200,000 hours worked for the year as a whole, compared with 0.73 in the year ended 30 June 2014, an 11% improvement.

The “My life, my responsibility, I will comply” safety campaign was launched in September 2013. This campaign focuses on promoting individual and joint responsibility for safety so as to prevent injuries and safety incidents. Under the campaign, each employee is intended to understand and take responsibility for their own safety as well as that of fellow employees. Safety is a companywide responsibility and involves everyone. Safety incidents are investigated and systems reviewed in an effort to prevent any re-occurrence.

In addition, given that one of the major causes of accidents is non-compliance with safety standards and procedures, this safety campaign has emphasised the importance of obeying safety procedures. In particular, the focus is on compliance regarding low-energy and general accidents.

Furthermore, dedicated on-site specialist services have been established to improve the management of injury sustained while on duty and have contributed to the reduction in the number of days lost due to injuries. These specialist services include those of medical practitioners, physiotherapists and wound-care specialists, which are available at our on-site clinics as well as a full-time clinic management team.

Weekly focused visible-felt leadership sessions are conducted together with visits underground to inspect and address areas of concern. Each weekly session focuses on a particular safety topic and/or identified challenge for which a checklist is compiled so as to address and mitigate the related risk to safety.

In all, 12 Section 54 instructions were issued during the year ended 30 June 2015 compared to the eight instructions issued during the year ended 30 June 2014, resulting in a total of nine production days being lost.

As of 31 December 2015, the 12-month rolling average DIIR improved by 19% to 0.50 per 200,000 man hours from 0.62 in the previous corresponding period.

OPERATIONS

Kroondal’s total annual production improved in the year ended 30 June 2015 to 442,477 PGM ounces (an attributable 221,238 PGM ounces) from 430,743 PGM ounces in the year ended 30 June 2014. A slight decline in volumes mined was offset by the higher head grade and improved recoveries, which together led to a 3% increase in production.

Production levels were maintained in the face of several operational challenges. Chief among them were the persistent challenging ground conditions and high incidence of potholes at the K6 shaft. Ground conditions appear to be improving at deeper levels.

Given the high incidence of falls of ground at the Kwezi shaft, all ends had been reduced in width, in line with rock-engineering recommendations to ensure a more stable hanging wall.

In addition, trials continued on how to mitigate the impact on recovery rates of the presence of iron rich ultramafic pegmatite (IRUP) in the ore mined at the Kwezi shaft. The solution involves blending the material mined with that from other shafts and using a revised cocktail of reagents in the process plants. This has contributed to improved recoveries. At Kopanang, shaft production remained steady during the year ended 30 June 2015 following commissioning of the new chairlift and the completion of the underground workshop that has resulted in reduced travelling time for the trackless mining machinery.

At Bambanani, all stope faces mining through the oxidised shear zone had successfully done so by the end of the first quarter of the year ended 30 June 2015. This contributed to improved grades and production. Some additional potholing has recently been encountered.

At Simunye, maintenance of trackless mining machinery and the stability of this fleet remained a priority in the year ended 30 June 2015 with some positive results evident towards the end of the year. A dyke intersection on the east and west of the shear zone proved challenging but good progress is being made in overcoming these geological features.

Process plant operations were steady during the year ended 30 June 2015 albeit slightly hampered in the second half by Eskom load shedding.

During the six months ended 31 December 2015, PGM production increased by 4% to 231,678 PGM ounces at Kroondal compared to the previous corresponding period.

KROONDAL RETREATMENT PROJECT

The feasibility study for the Kroondal tailings retreatment project is well advanced. This project involves the recovery of residual PGMs from the retreatment of the tailings from the two Kroondal concentrator plants and the depositing of the retreated tails in the Marikana pits. This would have the effect of substantially reducing Kroondal’s related rehabilitation liability. Initial estimates for this project on a 100% basis are capital expenditure of $23 million and annual production of 15,000 – 20,000 PGM ounces. Following the year ended 30 June 2015, the mine received approval from the Department of Water and Sanitation for the project designs and conditional approval for the technical specifications. These have been resubmitted to the department and work has begun internally on detailed planning for the implementation of this project.

LABOUR RELATIONS

Following the upheaval in labour relations in the platinum sector in particular and mining in general in South Africa in recent years, there has been increased awareness of the need to maintain good industrial relations. Engagement with employees and organised labour is continuous and ongoing.

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In addition, there has been a change in the majority union representing employees. In January 2015, a recognition agreement was signed with AMCU which has achieved full organisational rights for the Category B bargaining unit (A1 – B6 band) with representation of more than 35%. As its representation had fallen below the 35% threshold, NUM was given notice to regain this threshold or have its existing recognition agreement for organisational rights terminated. Following the year ended 30 June 2015, this was terminated but NUM also achieved representation of 35% among category A (C Paterson band) employees and is to have similar standing to that of Solidarity, which also represents this category. Recognition agreements are currently being negotiated.

FINANCIALS

In the year ended 30 June 2015, Kroondal’s revenue declined by 2% to R4.5 billion compared to the year ended 30 June 2014. The increase in production together with a decline in the exchange rate between the Rand and the US dollar helped to limit the impact of the 7% decline in the US dollar basket price received. The cash margin declined to 10% for the year ended 30 June 2015, from 15% in the year ended 30 June 2014.

In the six month period ended 31 December 2015, revenue deteriorated by 17% to R1.9 billion compared to the previous financial year due to a 29% weakening of the US dollar basket prices (R0.3 billion negative sales adjustment) but was offset with the weakened exchange rate of 23%.

Additional initiatives to optimise costs and further improve productivity are being assessed.

Stay-in-business capital expenditure totalling $18 million was in line with the mine plan and mobile equipment replacement schedule for the year ended 30 June 2015.

PLATINUM MILE

KEY STATISTICS

Year ended



30 June 2013

Operations

Tonnes processed 4.6 2.4 3.4 Average head grade (g/t) 0.58 0.61 0.75 Recoveries (%) 12 7 14 Cost per PGM ounce produced

($/oz) 702 865 721 (R/oz) 8,237 9,165 6,606

Price received per PGM ounce produced ($/oz) 1,049 1,171 1,247 (R/oz) 11,953 12,401 11,423

Total no of employees (including contractors) 59 15 60

Safety DIIR 0 0 0 No. of fatalities 0 0 0


Platinum (oz) 6,032 3,269 7,209 Palladium (oz) 2,949 1,694 3,909 Rhodium (oz) 872 474 1,075 Gold (oz) 301 153 403 Total PGM production (oz) 10,154 5,590 12,596 Total PGM production (oz) 11,896 6,470 14,557


Financials – attributable Revenue ($m) 8.1 5.2 12.7 Gross profit ($m) (1.9) (2.4) (8)

Capital expenditure ($m) 0.1 1.5 0.2

REVIEW OF THE YEAR ENDED 30 JUNE 2015

Platinum Mile operates an on-surface process plant. As in the year ended 30 June 2014, there were no fatalities at Platinum Mile and the DIIR for the year ended 30 June 2015 was zero.

Volumes processed approximately doubled in the period under review as a full year’s supply of feed was received, in contrast to the year ended 30 June 2014 when the principal supplier, RPM, experienced a five-month strike during which its operations were suspended. Operations were resumed at the start of the year ended 30 June 2015 in July 2014, and Platinum Mile began building up production, in tandem with the hot commissioning of the three coarse grinding mills. Steady state production was achieved

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by June 2015. Total volumes processed in the year ended 30 June 2015 approached levels last seen in the year ended 30 June 2012.

With the successful full commissioning of the R26 million ($2.5 million) coarse grinding expansion, recoveries improved from the year ended 30 June 2015 to an average of 12% for the year ended 30 June 2015.

Platinum Mile took advantage of the delayed start to Anglo American Platinum’s dump retreatment project to undertake planned and critical maintenance in the third quarter of the year ended 30 June 2015. Commissioning of the dump retreatment project, which remains on care and maintenance, should result in an additional 275,000 tons a month of feed for treatment by Platinum Mile.

Given the resumption of full operations at Platinum Mile in the year ended 30 June 2015, the staff complement increased to 59.

MIMOSA (50%)

KEY STATISTICS

Year ended



30 June 2013

Operations

Tonnes processed 2.59 2.51 2.41

Average head grade (g/t) 3.65 3.65 3.66

Recoveries (%) 78 77 78

Cost per PGM ounce produced ($/oz) 802 878 867

Price received per PGM ounce ($/oz) 1,075 1,133 1,206

Total no of employees (including contractors) 1,402 1,550 1,682

Safety

DIIR 0.03 0.08 0.05

No. of fatalities 0 0 0


Platinum (oz) 117,355 110,158 109,234

Palladium (oz) 92,705 87,037 84,953

Rhodium (oz) 10,205 9,270 8,849

Gold (oz) 15,802 14,894 14,836

Total PGM production (oz) 236,067 221,358 217,872

Total PGM production (oz) 250,097 234,633 230,626


Financials – attributable

Revenue ($m) 137 130 133

Gross profit ($m) 27 22 25

Capital expenditure ($m) 15 15 16

SAFETY PERFORMANCE

There were no fatalities during in the year ended 30 June 2015 and one lost-time injury to give a 12-month rolling average DIIR of 0.03 per 200,000 hours worked (year ended 30 June 2014: 0.08). This is equivalent to a lost-time injury rate 0.13 per 1,000,000 hours worked (year ended 30 June 2014: 0.38). One lost-time injury was recorded during the year ended 30 June 2015 compared to three in the year ended 30 June 2014, a 67% improvement. There was a corresponding decrease in the number of injuries overall, from 12 to four. More than five million fatality-free shifts had been recorded by the end of the year ended 30 June 2015.

During the year ended 30 June 2015, safety remained a focus for Mimosa. The regular quarterly safety, health and environment (SHE) briefs continued at which employees were addressed by, among others, members of workers’ leadership structures and SHE practitioners. Similarly, work continued on the review and analysis of safety incidents over the past three years so as to compile action plans to prevent and mitigate their recurrence. Hand-in-hand with this was the on-going investigation into and analysis of near-miss incidents. In addition, themed campaigns are conducted each quarter, with the focus this year being the protection of hands and fingers, the use of personal protective equipment (hard hats, gloves, ear plugs and protective eye-wear as and where necessary), fire safety awareness training and teamwork. There was also a focus on off-the-job safety as a means of promoting employees’ overall safety awareness.

In the six months ended 31 December 2015, one fatality occurred at Mimosa, when a face preparation supervisor lost his life in a fall-of-ground accident. Four lost-time injuries were reported in the six months ended 31 December 2015. As a result, DIIR deteriorated to 0.13 per 200,000 man hours from 0.05 in the previous corresponding period.

OPERATIONS

Mimosa reported total annual production of 236,067 PGM ounces in the year ended 30 June 2015, compared to 221,358 PGM ounces in the year ended 30 June 2014. The mine exceeded design capacity for the fifth consecutive year. The level of production was largely due to the increase in volumes processed, while the grade mined was steady. The higher volumes together with a marginal increase in recoveries contributed to a 6.6% increase in PGMs produced for the year ended

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30 June 2015 to give an increase of 18% in total over the last five years (year ended 30 June 2010: 99,812 attributable PGM ounces).

In the six months ended 31 December 2015, PGM production increased by 2% to 120,429 PGM ounces. During the same period, production decreased by 6% to 1.238 million tonnes. Volumes processed increased by 1% to 1.310 million tonnes in the six months ended 31 December 2015.

Operationally, the focus at Mimosa remained on continued process stabilisation and optimisation, and cost-reduction initiatives in the year ended 30 June 2015. The level of production achieved can be attributed to improved recoveries, good plant availability and the maintenance of the plant at steady state operation. Contributing factors to this were the optimisation of the reagents used to improve flotation efficiency, enhanced metallurgical skills training for plant operators, the installation of rod cleaning facilities on all level controllers and improved feed grades.

The plant optimisation programme aimed to ensure that production could exceed design capacity without affecting the life of the plant. The mine is also pursuing various cost-reduction initiatives involving continuous efficiency improvements.

The implementation of effective maintenance strategies enabled plant availability to exceed that planned which in turn enabled the higher level of production to be achieved.

Deteriorating ground conditions remain challenging as teams continue to mine towards the outer limits to the north of the ore body towards and crossing the 6.5m and 11m faults and southwards into Mtshingwe block. These adverse ground conditions are expected to persist during the remaining life of the mine.

All mining teams are now equipped with bolters and employees are receiving additional training by the rock engineering practitioners on anticipating safety risks, particularly falls of ground, and on how to mitigate these.

The mine will continue to use technology to scan the ground ahead of mining and to equip mining teams with technology necessary to make the work area safe and to conduct forward planning with regard to ground conditions.

LIFE-OF-MINE DEVELOPMENT

Expansion into the Mtshingwe block is expected to sustain Mimosa as a long-life mining asset for at least 20 years. Access to the block is being developed via the Wedza shaft and a total of 305m of on-reef development was achieved during the year ended 30 June 2015.

PLANNED EXPANSION

A prefeasibility study was completed earlier in the year ended 30 June 2015. Based on results of the prefeasibility study, the estimated capital requirement is $82 million (100%) over five years. This would include additional mill capacity and an upgrade to the crusher, additional fully equipped production teams and a ventilation upgrade.

Given the relatively low capital expenditure required for this expansion and the fixed cost dilution – unit costs are expected to decline by 6-8% from current levels, this expansion project is significantly value accretive. It is estimated that this project can be executed within 24 months of its start. However, guarantees of fiscal and regulatory stability would be important before any decision to commit the required capital was made.

FINANCIALS

Mimosa’s revenue increased by 5% year-on-year with production increases offsetting the decline in the average price received in the year ended 30 June 2015. The cash margin rose to 29% for the year ended 30 June 2015 compared to 24% in 30 June 2014.

Revenue decreased by 32% to $99 million in the six months ended 31 December 2015 due to lower metal prices.

The effect of the retrenchment process of the past two years as well as the 10% decline in the number of employees contributed to a decline in costs.

Stay-in-business expenditure at Mimosa for the year ended 30 June 2015 was $27.8 million ($118 per PGM ounce), spent mainly on mobile equipment, drill rigs, load haul dump machines (LHDs), the conveyor belt extension and down-dip on-reef development into Mtshingwe block.

As of 31 December 2015, stay in business capital expenditure at Mimosa was $18 million ($150 per PGM ounce), spent mainly on mobile equipment, support & drill rigs and LHDs, the conveyor belt extension, down dip development and ventilation walls.

Overall productivity improved from 142.81 PGM ounces produced per employee in the year ended 30 June 2014 to 168.38 in the year ended 30 June 2015 (the year ended 30 June 2013: 129.03).

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ENVIRONMENTAL AND REGULATORY MATTERS

ENVIRONMENTAL Sibanye’s operations are subject to various laws relating to the protection of the environment and section 24 of South Africa’s Constitution of 1996 grants the country’s people the right to an environment that is not harmful to human health or well-being, and to the protection of that environment for the benefit of present and future generations through reasonable legislative and other measures. The Constitution and the National Environmental Management Act, 1998 (Act No 107 of 1998) (NEMA), as well as various other related pieces of legislation enacted and implemented since 1996, grant legal standing to a wide range of interest groups to bring legal proceedings to enforce their environmental rights, which are enforceable against private entities as well as the South African government.

South African environmental legislation commonly requires businesses whose operations may have an impact on the environment to obtain permits, authorisations and other approvals for those operations. The rationale behind this is to ensure that companies with activities that are reasonably expected to have environmental impacts, can initially assess the extent of the environmental impacts from such activities, as well as to put reasonable and practicable mitigation measures in place to manage these impacts. The applicable environmental legislation also imposes general compliance requirements and incorporates the “polluter pays” principle. Prior to 8 December 2014, under the terms of the MPRDA, all prospecting and mining operations had to be conducted according to an environmental management plan/programme (EMP), which had to be approved by competent officials of the DMR. From 8 December 2014, the “One Environmental System” for the mining industry, which changed the previous environmental regulatory regime, came into force following the commencement of legislation creating the new regime on 2 September 2014. In terms of the “One Environmental System”, prescribed officials at the DMR became the competent authority to grant environmental authorisations under the NEMA framework for prospecting/mining operations, a responsibility which was previously administered by the Department of Environmental Affairs (DEA). Since that point, environmental authorisations have replaced the traditional EMPs for all new prospecting and mining projects (with existing MPRDA-approved EMPs remaining valid until formally requested to convert). However, the DEA remains the appeal authority. Directors, in their personal capacity, may be held liable under provisions of NEMA for any environmental degradation and/or the remediation thereof.

Amendments to the Mineral and Petroleum Resources Development Amendment Act, 2008 (the MPRDAA), which came into force in 2014, introduced the “One Environmental System” on 8 December 2014. This allowed for the integration of environmental management with mining activities. Among others, it designates the Minister of Mineral Resources as the competent authority for environmental matters insofar as these matters relate to prospecting, exploration, mining or production of mineral and petroleum resources. Under the MPRDAA, the Minster of Environmental Affairs may, under certain circumstances, make an environmental decision insofar as mining activities are concerned. The MPRDAA also allows for the Minister of Mineral Resources to appoint environmental mineral resource inspectors to monitor the compliance of mining companies, as well as the enforcement of provisions insofar as it relates to prospecting, exploration, mining or production. Importantly, Section 28 of the MPRDAA repealed section 14(2) of the 2008 NEMA Amendment Act, deleting the provisions which provided for the 18-month transitional period after the commencement of the MPRDAA, with effect from 1 September 2014 (or presumably now with effect from 8 December 2014).

Two key environmental regulations have been promulgated under the “One Environmental System” over the last two years:

• The Environmental Impact Assessment Regulations (EIA Regulations) of December 2014; and

• The Financial Provisioning Regulations of 20 November 2015.

While the mining industry has largely accepted and implemented the EIA Regulations, there have been serious concerns about the intent of, and ability to implement the new regulations pertaining to the “Financial Provision for Prospecting, Exploration, Mining and Production Operations”, which were drafted and promulgated under NEMA and will be implemented by the DMR. Under these regulations, existing environmental rehabilitation trust funds may no longer be utilised for their intended purpose of concurrent and final rehabilitation and closure, and as a result, new provisions will have to be made for these activities. Accordingly, the regulations have significant financial implications for the mining industry. Engagement with all of the regulatory parties is ongoing in order to address the challenges posed by the new regulations.

The introduction of a carbon tax has been pending for some time and the most recent indication of the government’s intention to introduce the tax is the publication for comment of the draft Carbon Tax Bill in November 2015. It is anticipated that the carbon tax will be implemented on 1 January 2017. The carbon tax design requires the calculation of liability to be based on the volume of fossil fuel input which results in Scope 1 greenhouse gas emissions, and for such liability to commence at R120 per tonne of CO2e, increasing by 10% per annum. The design also anticipates a tax free threshold of 60% and various allowances that would permit a tax liable entity to further mitigate its liability. Such allowances include an increased tax free threshold for trade exposed sectors and the use of carbon offsets against a carbon tax liability. While many aspects of the proposed carbon tax remain uncertain, the financial implications of government’s proposed carbon tax for Sibanye, in today’s terms and at an anticipated rate of R120 per tonne of CO2e, would be between approximately R93 million and R261 million for fiscal 2015. The mining industry has raised concerns through the Chamber of Mines at various forums, including the Davis Tax Commission, on the potential negative financial impact of the tax, particularly in relation to marginal mining operations. See “Integrated Annual Report—Sustain—Manage Environmental Impact—Future Focus”.

The National Environmental Management Waste Act, 2008 (Act No 59 of 2008) (the Waste Act) commenced on 1 July 2009 with the exception of certain sections relating to contaminated land, which came into force on 2 May 2014. Responsible waste management has become a priority for the DEA. On 2 June 2014, amendments to the Waste Act were published, which had the effect that as of 8 December 2014, residue deposits and residue stockpiles would be brought within the Waste Act’s scope of operation and as such, residue stockpiles and residue deposits are now subject to regulation under the Waste Act and waste management licenses for activities relating to their establishment and reclamation will need to be obtained. In addition, Regulations Regarding the Planning and Management of Residue Stockpiles and Residue Deposits, published on 24 July 2015,

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are also likely to have a financial impact on the management of these facilities, since they impose various classifications and associated liner requirements for new residue stockpiles and deposits. Engagement with the government in relation to this issue is ongoing

With regards to the requirements of the Waste Act, applications for waste management licences for all of the relevant waste management activities have been made. Sibanye currently has two waste disposal facilities at each of its Beatrix and Driefontein operations. Pursuant to the requirements of the Waste Act, these facilities will need to be managed and, if necessary, rehabilitated.

Sibanye undertakes activities which are regulated by the National Nuclear Regulator Act, 1999 (Act No 47 of 1999) (the NNR Act). The NNR Act requires Sibanye to obtain authorisation from the National Nuclear Regulator (NNR) and undertake activities in accordance with the conditions of such authorisations. During the reporting period, both internal and external audits and inspections were conducted. Each of Sibanye’s mining operations possesses and maintains a Certificate of Registration (CoR) as required by the NNR Act.

Although having been traditionally poor, the enforcement of environmental laws under South Africa’s comprehensive environmental regulatory framework, has experienced rapid improvement. Three separate legislative acts, including the NEMA (enforced by the DEA), the MPRDA (enforced by the DMR) and the National Water Act (enforced by the Department of Water and Sanitation) all make provisions for the appointment of environmental management inspectors, which have sweeping authority and mandates to enforce environmental legislation.

HEALTH AND SAFETY Health and safety performance on mines is regulated by the South African Mine Health and Safety Act, 1996 (Act No 29 of 1996) (the MHSA). The MHSA, among others, requires the mining companies as employers and their contractors to ensure that their operating and non-operating mines maintain a safe and healthy working environment, confers on the employees the right to refuse to perform hazardous work or enter into an unsafe working place, and describes the powers and functions of the Mine Health and Safety Inspectorate (the MHSI), within the jurisdiction of the DMR and as part of the process of enforcement.

As legally required, all employees are represented in formal joint management/worker health and safety committees, through their representatives, to help monitor and advise on occupational health and safety programmes.

In terms of the MHSA, an employer is obligated, among others, to ensure that mines are designed, constructed and equipped to provide conditions for safe operation and a healthy working environment, and the mines are commissioned, operated, maintained and decommissioned so that employees can perform their work without endangering their health and safety or that of any other person. Every employer must ensure that people who are not employees, but who may be directly affected by the activities at a mine, are not exposed to any health and safety hazards. The MHSA authorises the inspectors in the MHSI, upon identifying certain health and safety hazards, to restrict or stop, partially or wholly, operations at any mine or a workplace, and require an employer to take steps to address the said health and safety hazards before such restriction or stoppage can be lifted.

The principal health risks associated with mining operations in South Africa arise from occupational exposure to silica dust, noise, heat and certain hazardous chemicals. The most significant occupational diseases affecting our workforce include lung diseases such as silicosis, tuberculosis (TB), a combination of both, and chronic obstructive airways disease (COAD) as well as noise induced hearing loss (NIHL).

The Occupational Diseases in Mines and Works Act, 1973 (Act No 78 of 1973) (ODMWA) governs compensation paid to mining employees who contract certain occupational illnesses, such as silicosis. The South African Constitutional Court has ruled that a claim for compensation under ODMWA does not prevent an employee from seeking compensation from an employer in a civil action under common law (either as individuals or as a class).

A failure to comply with MHSA is a criminal offence for which an employer, or any responsible person, may be charged and, if successfully prosecuted, be fined or imprisoned, or both. The MHSI also has the power to impose administrative fines upon an employer in the event of a breach of the Mine Health and Safety Act. The maximum administrative fine that may be imposed is R1 million per offence.

MINERAL RIGHTS

THE MPRDA

The MPRDA came into effect on 1 May 2004. The MPRDA consists of two parts, namely the Act itself and the Transitional Provisions contained in Schedule II to the Act. In terms of the MPRDA, the mineral and petroleum resources of South Africa belong to the nation and the state (as custodian of the nation’s resources), which is entitled to grant prospecting and mining rights.

Under the MPRDA, prospecting rights may be granted for an initial maximum period of five years and can be renewed once upon application for a further period not exceeding three years. Mining rights are valid for a maximum period of 30 years, and can be renewed upon application for further periods, each of which may not exceed 30 years. A wide range of factors and principles, including proposals relating to BEE and social responsibility, will be considered by the Minister of Mineral Resources when exercising his discretion whether to grant these applications. A prospecting or mining right can be suspended or cancelled if the holder conducts mining operations in breach of the MPRDA, a term or condition of the right or an environmental management plan, or if the holder of the right submits false, incorrect or misleading information to the DMR. The MPRDA sets out a process which must be followed before the Minister of Mineral Resources is entitled to suspend or cancel the prospecting or mining right.

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In November 2006, the DMR approved the conversion of Sibanye’s mining licences under the old regulatory regime at Kloof, Driefontein and Beatrix into rights under the new regime. All of Sibanye’s mines have received their new-order mining rights.

The MPRDA empowered the Minister of Mineral Resources to develop the Mining Charter to set the framework, targets and timetable for effecting entry of HDSAs into the mining industry and to allow such South Africans to benefit from the exploitation of South Africa’s mineral resources.

Among other things, the Mining Charter stated that mining companies agreed to achieve 26% HDSA ownership of South African mining industry assets within 10 years (i.e. by the end of 2014). Ownership can comprise active involvement, through HDSA-controlled companies (where HDSAs own at least 50% plus one share of the company and have management control), strategic joint ventures or partnerships (where HDSAs own at least 25% plus one vote of the joint venture or partnership interest and there is joint management and control) or collective investment vehicles, the majority ownership of which is HDSA based, or passive involvement, particularly through broad-based vehicles such as employee stock option plans. The Mining Charter also required mining companies to submit annual, audited reports on progress toward their commitments, as part of an ongoing review process.

Following a review, the DMR released the Amended Mining Charter on 13 September 2010. Amendments to the Mining Charter in the Amended Mining Charter included, among other things, the requirement by mining companies to: (i) facilitate local beneficiation of mineral commodities; (ii) procure a minimum of 40% of capital goods, 70% of services and 50% of consumable goods from HDSA suppliers (i.e. suppliers in which a minimum of 25% + 1 vote of their share capital must be owned by HDSAs) by 2014 (exclusive of non-discretionary procurement expenditure); (iii) ensure that multinational suppliers of capital goods contribute a minimum of 0.5% of their annual income generated from South African mining companies into a social development fund from 2010 towards the socio-economic development of South African communities; (iv) achieve a minimum of 40% HDSA demographic representation by 2014 at top management (board) level, senior management (executive committee) level, middle management level, junior management level and core and critical skills; (v) invest up to 5% of annual payroll in essential skills development activities; and (vi) implement measures to improve the standards of housing and living conditions for mineworkers by converting or upgrading mineworkers’ hostels into family units, attaining an occupancy rate of one person per room and facilitating home ownership options for all mineworkers in consultation with organised labour, all of which was to be achieved by 2014. In addition, mining companies are required to monitor and evaluate their compliance to the Amended Mining Charter and must submit annual compliance reports to the DMR. The Scorecard for the Broad-Based Socio-Economic Empowerment Charter for the South African Mining Industry attached to the Amended Mining Charter (the Scorecard) made provision for a phased-in approach for compliance with the above targets over the five year period ended 2014. For measurement purposes, the Scorecard allocates various weightings to the different elements of the Amended Mining Charter. Failure to comply with the provisions of the Amended Mining Charter will amount to a breach of the MPRDA and may result in the cancellation or suspension of a mining company’s existing mining rights. In light of the Amended Mining Charter, the status of the Mining Charter is unclear although such charter appears to have been replaced by the Amended Mining Charter.

In accordance with the MPRDA, on 29 April 2009 the DMR published the Code relating to the socio-economic transformation of the mining industry. The current industry position is that the DMR does not apply the Codes and that mining companies are subject only to the provisions of the MPRDA and the Amended Mining Charter.

In the same vein as the 2009 review, during the course of fiscal 2014, the DMR appointed a private entity to conduct Amended Mining Charter compliance audits on its behalf, in respect of a number of mining companies. Mining companies were required to complete questionnaires and templates as a means of reporting on their compliance with fiscal 2014 targets as set in the Amended Mining Charter. However, it is generally understood that the DMR disregarded or abandoned this audit process. It is therefore unclear what the status of the process is and what the outcomes were. It is also unclear whether or not the information provided during this audit process will be considered or used by the DMR for any purpose in the future. It appears that the information gathering mechanism has been substituted by the DMR’s own formal request for information and data on Amended Mining Charter compliance in terms of section 29 of the MPRDA. The DMR directed mining companies to populate an electronic reporting template, but this template has raised a number of concerns due to its inflexible approach towards the assessment of compliance with the Amended Mining Charter. The template applies a mechanical process in that it asks specific questions and requires the completion of certain information, without making provision for the detailing of complex facts or historical transactions entered into in pursuance of meeting the Mining Charter HDSA ownership element.

With the 2014 HDSA ownership target date contemplated in the Amended Mining Charter having passed, the DMR’s application of the Amended Mining Charter and its assessment of compliance therewith in respect of the ownership element is concerning. There are concerns in the mining industry that the approach followed by the DMR poses a risk of government action against many mining entities, which will threaten security of tenure, in that government may order the suspension or cancelation of mining rights in instances of deemed non-compliance with the requirements of the Amended Mining Charter.

Specifically, on 31 March 2015, the Chamber of Mines reported that the DMR believes that empowerment transactions by mining companies concluded after 2004 where the HDSA ownership level has fallen due to HDSA disposal of assets or for other reasons, should not be included in the calculation of HDSA ownership for the purposes of, among other things, the 26% HDSA ownership guideline under the Mining Charter. The position of Sibanye is consistent with that of the Chamber of Mines, and is that such historical empowerment transactions should be included in the calculation of HDSA ownership. The DMR and the Chamber have agreed to approach the South African courts to seek a declaratory order which will provide a ruling on the relevant legislation and the status of the Mining Charter. On 4 June 2015, the Chamber of Mines commenced an action against the Minister of Mineral Resources seeking a declaratory order in relation to the correct interpretation and application of the MPRDA and the Amended Mining Charter. In February 2016, an application was filed by a third party to consolidate the application by the Chamber of Mines and the DMR with its own application for a declaratory order on the empowerment aspects of the Mining Charter. The Chamber of Mines indicted that it would oppose the consolidation of these applications on the basis that the right to relief in the respective applications does not depend substantially on the same questions of law or fact. The application to consolidate the two actions has delayed the hearing of the application of the Chamber of Mines extending the period of uncertainty regarding the interpretation of the Mining Charter.

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If the DMR were to prevail in court, mining companies, including Sibanye, may be required to undertake further transactions in order to increase their HDSA ownership which would result in the dilution of existing shareholders. In such a case, mining companies may be required to maintain a minimum HDSA ownership level indefinitely. If the Chamber of Mines were to prevail in court, the DMR may enact new regulations to, among other things, increase HDSA ownership requirements for mining companies which would result in the dilution of existing shareholders. The position taken by the DMR also poses a risk that government may order the suspension or cancellation of mining rights for mining companies deemed not to be in compliance with the guidelines of the Amended Mining Charter. It is doubtful that they may lawfully do so in view of the Mining Charter’s questionable legal status and enforceability, among other things. At the Investing in Africa Mining Indaba conference in February 2016, the Minister of Mineral Resources indicated that the third Mining Charter or “Mining Charter III” would be released in the first half of 2016.

The Mineral and Petroleum Resources Development Amendment Act, 2008 (the MPRDAA) was assented to by the President on 19 April 2009 and was to come into effect on a date to be proclaimed by the President. From 19 April 2009 to 31 May 2013, the fate of the MPRDAA was unclear and it was thought that the government would not proceed with the MPRDAA. On 31 May 2013, it was published in the government gazette that the MPRDAA would come into effect 7 June 2013. This proclamation was amended by a further proclamation dated 6 June 2013 such that only certain sections of the MPRDAA took effect as of 7 June 2013. Because Sibanye is already the holder of mining rights in respect of its mines, the amendments introduced by the MPRDAA have limited impact on the current regulation of its operations.

In December 2012, the first draft of the MPRDB was published for comment. While the stated purpose of the MPRDB is, among other things, to remove ambiguities and enhance sanctions, the MPRDB has been criticised by stakeholders in the mining industry. Comments on the MPRDB were submitted and a second draft, known as the Mineral and Petroleum Resources Development Amendment Bill B15-2013 (MPRDB 2013) was published on 31 May 2013. A further revised version of the MPRDB 2013, the Mineral and Petroleum Resources Development Amendment Bill B15B-2013 (the Revised MPRDB 2013) was approved by the National Assembly of Parliament on 12 March 2014 and by the National Council of Provinces on 27 March 2014. The President must now assent to the Revised MPRDB 2013 if he finds it to be in accordance with the Constitution of South Africa. If the President assents to the Revised MPRDB 2013, it will become an Act of Parliament and will come into effect on a date to be proclaimed by the President. It is unclear whether the President will assent to the Revised MPRDB in 2013 in its current form or whether the Bill will be subject to further amendment. At the investing in Africa Mining Indaba conference held in February 2016, the Minister of Mineral Resources indicated that the MPRDB would be finalised in the first half of 2016.

THE BBBEE ACT AND THE BBBEE AMENDMENT ACT

The BBBEE Act established a national policy on broad-based black economic empowerment with the objective of increasing the participation of HDSAs in the economy. The BBBEE Act provides for various measures to promote black economic empowerment, including empowering the Minister of Trade and Industry to issue the BBBEE Codes of Good Practice (BBBEE Codes), with which organs of state and public entities and parties interacting with them or obtaining rights and licenses from them would be required to comply. There has been some debate as to whether or to what extent the mining industry was subject to the BBBEE Act and the policies and codes provided for thereunder. On 24 October 2014, the BBBEE Amendment Act, No. 46 of 2013 was brought into operation. The BBBEE Amendment Act inserts a new provision in the BBBEE Act, whereby the BBBEE Act would trump the provisions of any other law in South Africa which conflicts with the provisions of the BBBEE Act, provided such conflicting law was in force immediately prior to the effective date of the BBBEE Amendment Act. The BBBEE Amendment Act also stipulates that this provision would only be effective one year after the BBBEE Amendment Act is brought into effect. This provision came into effect on 24 October 2015 and, on 27 October 2015, the Minister for Trade and Industry published a government gazette notice declaring an exemption in favour of the DMR from applying the requirements contained in section 10(1) of the BBBEE Act for a period of 12 months. The exemption can be read as confirmation that the Department of Trade and Industry sees the BBBEE codes as “applicable” to the Mining Industry after the exemption is lifted on 27 October 2016. In any event, the DMR is likely to continue implementing the Mining Charter and it is unlikely that the DMR will begin applying the BBBEE Act and BBBEE codes in administering the MPRDA.

This raises the question of whether the BBBEE Act and the BBBEE Codes may overrule the Mining Charter in the future. There is no clarity on this point at this stage. The revised Broad-Based Black Economic Empowerment Codes of Good Practice (the Revised BEE Codes) became available for voluntary use on 11 October 2013 and became effective on 1 May 2015 but are still under consideration and are not yet in force. Entities may elect to be measured under the Revised BEE Codes immediately. Both the BBBEE Amendment Act and the Revised BEE Codes expressly stipulate that where an economic sector in South Africa has a Sector Code in place for BEE purposes, companies in that sector must comply with the Sector Code. For purposes of the BBBEE Act, the Mining Charter is not a Sector Code. It is not clear at this stage how the Mining Charter and Code relate to each other. The government may designate the Mining Charter as a Sector Code, in which case it will be under the auspices of the BBBEE Act. On the other hand, the Mining Charter may remain a stand-alone document under the auspices of the MPRDA and may be subject to the trumping provision discussed above. This uncertainty may be resolved through either government clarification or judicial attention. On 17 February 2016, the Minister of Trade and Industry published a gazette notice which repealed and confirmed the validity of a number of Sector Codes. The omission of the Mining Charter from the notice can be interpreted as confirmation that the Mining Charter is not contemplated as a Sector Code. This supports the interpretation BBBEE Act did not intend to trump the Mining Charter. While it remains to be seen how this will be interpreted, it appears that the BBBEE Act and the BEE Codes will not overrule the Mining Charter in the future.

THE ROYALTY ACT

The Mineral and Petroleum Resources Royalty Act, No. 28 of 2008 (the Royalty Act) imposes a royalty on refined and unrefined minerals payable to the South African government.

The royalty in respect of refined minerals (which include gold and platinum) is calculated by dividing earnings before interest and taxes (EBIT) by the product of 12.5 times gross revenue calculated as a percentage, plus an additional 0.5%. EBIT refers to

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taxable mining income (with certain exceptions such as no deduction for interest payable and foreign exchange losses) before assessed losses but after capital expenditure. A maximum royalty of 5% of revenue has been introduced for refined minerals.

Sibanye currently pays a royalty based on the refined minerals royalty calculation as applied to its gross revenue.

The President has appointed the Davis Tax Review Committee to look into and review the current mining tax regime. The Committee’s First Interim Report on Mining, which was relapsed for public comment on 13 August 2015, proposed no changes to the royalty regime but recommended the discontinuation of the upfront capital expenditure write-off regime in favour of an accelerated capital expenditure depreciation regime. In addition, the report recommended retaining the so called “gold formula” for existing gold mines only, as new gold mines would be unlikely to be established in circumstances where profits are marginal or where gold mines would conduct mining of the type intended to be encouraged by the formula. The Committee also recommended to phase out the additional capital allowances available to gold mines in order to bring the gold mining corporate income tax regime in line with the tax system applicable to all taxpayers.

EXCHANGE CONTROLS South African law provides for Exchange Control Regulations which, among other things, restrict the outward flow of capital from the CMA. The Exchange Control Regulations, which are administered by the Financial Surveillance Department of the SARB, are applied throughout the CMA and regulate international transactions involving South African residents, including companies. The South African government has committed itself to gradually relaxing exchange controls and various relaxations have occurred in recent years.

SARB approval is required for Sibanye and its subsidiaries to receive and/or repay loans to non-residents of the CMA. Funds raised outside of the CMA by any future Sibanye non-South African resident subsidiaries (whether through debt or equity) can be used for overseas expansion, subject to any conditions imposed by the SARB. Sibanye and its South African subsidiaries would, however, require SARB approval in order to provide guarantees for the obligations of any of Sibanye’s subsidiaries with regard to funds obtained from non-residents of the CMA. Debt raised outside the CMA by any future Sibanye non-South African subsidiaries must be repaid or serviced by those foreign subsidiaries. Absent SARB approval, income earned in South Africa by Sibanye and its South African subsidiaries cannot be used to repay or service such foreign debts. Unless specific SARB approval has been obtained, income earned by any future Sibanye foreign subsidiaries cannot be used to finance the operations of another foreign subsidiary.

Transfers of funds from South Africa for the purchase of shares in offshore entities or for the creation or expansion of business ventures offshore require exchange control approval. However, if the investment is a new outward foreign direct investment where the total cost does not exceed R500 million per company per calendar year, the investment application may, without specific SARB approval, be processed by an authorised dealer, subject to all existing criteria and reporting obligations.

Sibanye must obtain approval from the SARB regarding any capital-raising involving a currency other than the Rand. In connection with its approval, it is possible that the SARB may impose conditions on Sibanye’s use of the proceeds of any such capital-raising, such as limits on Sibanye’s ability to retain the proceeds of the capital-raising outside South Africa or requirements that Sibanye seeks further SARB approval prior to applying any such funds to a specific use.

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FINANCIAL INFORMATION

DIVIDEND POLICY AND DIVIDEND DISTRIBUTIONS Sibanye may make distributions from time to time, provided that any such distribution is pursuant to an existing legal obligation of Sibanye or a court order or has been authorised by resolution of the Board and (save in the case of a pro rata distribution to all shareholders (except one which results in shareholders holding shares in an unlisted entity which requires the sanction of an ordinary resolution), cash dividends paid out of retained income, capitalisation issues or scrip dividends incorporating an election to receive either capitalisation shares or cash) has been sanctioned by ordinary resolution, and provided further that:

• dividends be paid to shareholders registered as at a date subsequent to the date of declaration or date of confirmation of the dividend, whichever is the later;

• it reasonably appears that Sibanye will satisfy the ‘solvency and liquidity’ test as set out in the Companies Act immediately after completing the proposed distribution; and

• no obligation is imposed by Sibanye, if it is a distribution of capital, that such capital be used to subscribe for shares in Sibanye.

Sibanye must complete any such distribution fully within 120 business days after the Board acknowledges that the ‘solvency and liquidity’ test has been applied as aforesaid, failing which it must again comply with the above.

Sibanye must hold all unclaimed distributions due to the shareholders of Sibanye in trust indefinitely, but subject to the laws of prescription, and accordingly may release any distributions once the prescriptive period in relation to those dividends has expired.

All dividends paid by Sibanye prior to the Spin-off were historically paid to Gold Fields. After the Spin-off, the Board adopted a new dividend policy to return at least 25% to 35% of normalised earnings. Sibanye defines normalised earnings as net earnings excluding gains and losses on foreign exchange, financial instruments, non-recurring items and share of result of associates after royalties and taxation.

A final dividend in respect of the six months ended 31 December 2015 of 90 Rand cents per share was declared, resulting in a total dividend of 100 Rand cents per share for fiscal 2015.

Under South African law, Sibanye will be entitled to pay a dividend or similar payment to its shareholders only if it meets the solvency and liquidity tests set out in the Companies Act, and we are permitted to do so in terms of the Memorandum of Incorporation.

There is no arrangement under which future dividends are waived or agreed to be waived.

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THE OFFER AND LISTING

LISTING DETAILS As of 31 December 2015, 83 record holders of Sibanye’s ordinary shares, holding an aggregate of 324,606,665 ordinary shares (35%), were listed as having addresses in the United States.

JSE TRADING HISTORY The tables below show the high and low closing prices in Rand and the average daily volume of trading activity on the JSE for Sibanye’s ordinary shares for the periods indicated.

The following table sets out ordinary share trading information on a yearly basis for the last three fiscal years since the shares began trading on 11 February 2013, as reported by I-Net Bridge, a South African financial information service:

Ordinary share price

(R/ordinary share)

Average daily trading volume

(number of ordinary shares) Year ended High Low

31 December 2013 16.30 6.73 4,754,958

31 December 2014 29.52 12.34 2,868,842

31 December 2015 32.26 13.66 3,024,491

through 14 March 2016 57.85 24.57 8,465.796

The following table sets out ordinary share trading information on a quarterly basis for the periods indicated, as reported by I-Net Bridge:


(R/ordinary share)


(number of ordinary shares) Quarter ended High Low

31 March 2014 25.60 12.34 2,709,498

30 June 2014 29.00 23.00 3,911,206

30 September 2014 29.52 22.10 2,112,659

31 December 2014 24.62 19.05 2,829,663

31 March 2015 32.26 21.75 2,674,968

30 June 2015 28.87 18.75 2,668,716

30 September 2015 20.78 13.66 3,200,103

31 December 2015 25.06 16.46 3,526,479

The following table sets out ordinary share trading information on a monthly basis for each of the last six months, as reported by I-Net Bridge:


(R/ordinary share)


(number of ordinary shares) Month ended High Low

30 September 2015 18.50 15.69 4,112,502 31 October 2015 25.06 16.46 3,585,189 30 November 2015 23.26 17.65 2,389,693 31 December 2015 24.90 20.00 4,601,758 31 January 2016 37.35 24.57 5,500,881 29 February 2016 57.01 35.30 11,717,981

On 14 March 2016, the closing price of the ordinary shares on the JSE was R54.00.

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NYSE TRADING HISTORY The tables below show the high and low closing prices in US dollars and the average daily volume of trading activity on the NYSE for the periods indicated.

The following table sets out ordinary share trading information on a yearly basis for the last three fiscal years since the shares began trading on 11 February 2013, as reported by Bloomberg:

ADS price

(US$/ADS)


(number of ADSs) Year ended High Low

31 December 2013 7.47 2.65 887,984

31 December 2014 11.09 4.69 844,925

31 December 2015 11.35 4.21 1,122,803

through 14 March 2016 14.67 6.09 1,740,632

The following table sets out ADS trading information on a quarterly basis for the periods indicated, as reported by Bloomberg:

ADS price

(US$/ADS)


(number of ADSs) Quarter ended High Low

31 March 2014 9.76 4.69 813,194

30 June 2014 11.09 8.62 704,607

30 September 2014 10.98 7.96 780,790

31 December 2014 9.02 6.60 1,077,427

31 March 2015 11.35 7.52 1,162,621

30 June 2015 9.68 6.20 852,273

30 September 2015 6.80 4.21 1,339,318

31 December 2015 7.27 4.60 1,134,637

The following table sets out ADS trading information on a monthly basis for each of the last six months, as reported by Bloomberg:

ADS price

(US$/ADS)


(number of ADSs) Month ended High Low

30 September 2015 5.86 4.51 1,651,847

31 October 2015 7.27 4.60 1,339,477

30 November 2015 6.80 4.78 994,519

31 December 2015 6.43 5.42 1,057,177

31 January 2016 9.13 6.16 1,416,462

29 February 2016 14.37 8.88 1,845,108

On 14 March 2016, the closing price of Sibanye’s ADSs quoted on the NYSE was US$13.83.

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ADDITIONAL INFORMATION

MEMORANDUM OF INCORPORATION A summary of Sibanye’s Memorandum of Incorporation can be found in the 2012 Annual Report on Form 20-F filed with the SEC on 26 April 2013.

MATERIAL CONTRACTS The following are material contracts not entered into in the ordinary course of business that were entered into, novated or amended by Sibanye in the period under review.

US$350 MILLION REVOLVING CREDIT FACILITY

See “Annual Financial Report—Annual Financial Statements—Notes to the Consolidated Financial Statements—Note 23(f): US$350 million Revolving Credit Facility”.

US$150 MILLION BRIDGE FACILITY

See “Annual Financial Report—Annual Financial Statements—Notes to the Consolidated Financial Statements—Note 23(g): US$150 million Bridge Facility”.

RUSTENBURG OPERATIONS TRANSACTION

GENERAL

On 9 September 2015, Sibanye announced that it entered into written agreements with RPM, a wholly owned subsidiary of Anglo American Platinum to acquire the Rustenburg Operations. The following is a summary of the key elements of the Rustenburg Operations Transaction, including the purchase price, transitional agreements and conditions precedent. See “Integrated Annual Report—Acquisitions and funding model” and “Annual Financial Report—Overview—Management’s discussion and analysis of the financial statements—Acquisitions”.

PURCHASE PRICE

The purchase price will consist of an upfront payment and a deferred payment paid by Sibanye Rustenburg Platinum Mines Proprietary Limited, a subsidiary of Sibanye, to Anglo American Platinum. The upfront payment of R1.5 billion will be settled at Sibanye’s election, in cash or through the issue of new ordinary shares in the share capital of Sibanye. The deferred payment will be calculated as 35% of the distributable free cash flows generated by the Rustenburg Operations on an annual basis for a period of six full years commencing from the later of 1 January 2017 or the closing date, subject to a minimum nominal payment of R3.0 billion. Should an outstanding balance remain at the end of the six year period, Sibanye may elect to extend the period by a further two years. Any remaining balance at the end of this period will be settled by Sibanye either in cash or shares.

TRANSITIONAL ARRANGEMENTS

In the event that, after the closing date, the Rustenburg Operations generate negative distributable free cash flows in either 2016, 2017 or 2018, Anglo American Platinum will be required to pay up to R267 million per year to Sibanye such that the distributable free cash flow for the relevant year is equal to zero.

CONDITIONS PRECEDENT

The implementation of the Rustenburg Operations Transaction is both subject to and conditional on the fulfilment of certain conditions precedent, including:

• the granting on or before 30 June 2017 of consent in terms of section 11 of the MPRDA for the sale of the mining and prospecting right pursuant to the Rustenburg Operations Transactions being obtained from the Department of Mineral Resources;

• the granting on or before 30 June 2017 of consent in terms of section 102 of the MPRDA relating to applications to amend mining areas being obtained from the Department of Mineral Resources;

• all necessary approvals being obtained from the JSE and New York Stock Exchange to the extent required; and

• no material adverse change in respect of the Rustenburg Operations.

AQUARIUS TRANSACTION

GENERAL

On 6 October 2015, Sibanye announced that it entered into an implementation agreement to acquire the entire issued share capital of Aquarius. The following is a summary of the key elements of the Aquarius Transaction, which will be implemented as an amalgamation in accordance with the provisions of the Companies Act 1981 of Bermuda (Bermuda Companies Act) and the

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Aquarius bye-laws. See “Integrated Annual Report—Acquisitions and funding model” and “Annual Financial Report—Overview—Management’s discussion and analysis of the financial statements—Acquisitions”.

CONSIDERATION

Subject to the completion of the Aquarius Transaction, Aquarius shareholders will receive US$0.195 per share of the entire issued share capital of Aquarius. This represents a premium of:

• 60.3% to Aquarius’ closing share price of GBP0.08 on 5 October 2015, the trading day prior to announcement; and

• 71.4% to Aquarius’ volume-weighted average share price of GBP0.07 over the last 30 days up to and including 5 October 2015.


The Aquarius Transaction is both subject to and conditional on the fulfilment of certain conditions precedent, including:

• the procurement by Aquarius of any necessary written third party consents, including with Impala Platinum in respect of Mimosa.

R4.5 BILLION FACILITIES

See “Annual Financial Report—Annual Financial Statements—Notes to the Consolidated Financial Statements—Note 23(a): R4.5 billion Facilities”.

BRIDGE LOAN FACILITIES

See “Annual Financial Report—Annual Financial Statements—Notes to the Consolidated Financial Statements—Note 23 (d): Bridge Loan Facilities”.

GOLD ONE INTERNATIONAL LIMITED AGREEMENT

See “Annual Financial Report—Annual Financial Statements—Notes to the Consolidated Financial Statements—Note 12: Acquisitions”.

SGEO TERM LOAN FACILITY AGREEMENT

See “Annual Financial Report—Annual Financial Statements—Notes to the Consolidated Financial Statements—Note 23(c): Burnstone Debt”.

ADDITIONAL BLACK ECONOMIC EMPOWERMENT TRANSACTIONS

The BBBEE Act established a national policy on BBBEE with the objective of increasing the participation of HDSAs in the economy. Accordingly, on 5 August 2010, Gold Fields announced a series of three empowerment transactions to meet its 2014 Black Economic Empowerment equity ownership requirements. On 2 November 2010, the shareholders of Gold Fields approved these transactions at the general meeting.

As part of the first transaction, on 19 November 2010, Gold Fields issued 13,525,394 shares to the ESOP housed and administered by the Gold Fields Thusano Share Trust (the Thusano Trust) thereby commencing the implementation of the ESOP transaction. Gold Fields facilitated the establishment of the ESOP in respect of 10.75% of Sibanye. The holding in Sibanye is equivalent to about 13.5 million unencumbered Gold Fields shares with full voting rights, which were issued to and held by the trust at par value of R0.50 which represents a 99.5% discount to the 30-days volume-weighted average Gold Fields share price at 30 July 2010. This represents approximately 1.75% of the current Gold Fields shares in issue.

As a result of the Spin-off, the Thusano Trust now also holds 13,525,394 shares in Sibanye, representing approximately 1.50% of the current Sibanye shares in issue.

The second transaction consisted of an issue to a BBBEE consortium as described below (BEECO) of about 600,000 Gold Fields shares at par value of R0.50, representing a 99.5% discount to the 30-days volume-weighted average Gold Fields share price at 30 July 2010. This represented about 0.08% of the Gold Fields shares in issue at that time. These shares carried no restrictions.

As part of the third transaction, BEECO subscribed for a 10% holding with full voting rights directly in South Deep with a phased in participation over 20 years. As part of this transaction, Gold Fields transferred the ownership of the two entities holding interests in the South Deep mine from Sibanye to a newly formed, 90% owned subsidiary of Gold Fields. This transaction was below the JSE transaction threshold of 5% and is not with related parties as defined as per the JSE Listing Requirements and is therefore included for information purposes only. These deals are central to Gold Fields’ and Sibanye’s objective to make every current employee at both companies an owner, while at the same time expanding opportunities for historically disadvantaged persons to benefit from the exploitation of the country’s mineral resources by promoting broad-based ownership, employment, and the advancement of social and economic welfare generally.

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US$1 BILLION NOTES ISSUE DUE 2020

On 30 September 2010, Orogen announced the issue of US$1,000,000,000 4.875% guaranteed Notes due 7 October 2020. The payment of all amounts due in respect of the Notes was unconditionally and irrevocably guaranteed on a joint and several basis by the Guarantors. Sibanye remained as a Guarantor of the Notes following the Unbundling from Gold Fields.

On 12 March 2015, Gold Fields announced the launch of a consent solicitation process to ask Note holders to vote to among other things, remove Sibanye as a Guarantor under the Notes. On 22 April 2015, the Note holders approved the resolutions to release Sibanye as a Guarantor. The release became effective on 24 April 2015.

DEPOSIT AGREEMENT

In connection with the establishment of an ADR facility in respect of Sibanye’s shares, Sibanye entered into a deposit agreement with BNYM in respect of Sibanye’s shares among Sibanye, BNYM and all owners and holders from time to time of ADRs issued thereunder (the Deposit Agreement).

This summary is subject to and qualified in its entirety by reference to the Deposit Agreement, including the form of ADRs attached thereto. Terms used in this section and not otherwise defined will have the meanings set forth in the Deposit Agreement. Copies of the Deposit Agreement are available for inspection at the Corporate Trust Office of the Depositary, located at 101 Barclay Street, New York, New York 10286. BNYM’s principal executive office is located at One Wall Street, New York, New York 10286.

AMERICAN DEPOSITARY SHARES Each ADS represents four shares (or a right to receive four shares) deposited with the principal Johannesburg offices of either of FirstRand Bank, Societe Generale (ZA) or Standard Bank of South Africa, as custodians for the Depositary. Each ADS also represents any other securities, cash or other property which may be held by BNYM under the Deposit Agreement.

You may hold ADSs either (A) directly (i) by having an American Depositary Receipt, also referred to as an ADR, which is a certificate evidencing a specific number of ADSs, registered in your name, or (ii) by having ADSs registered in your name in the Direct Registration System (or DRS) or (B) indirectly by holding a security entitlement in ADSs through your broker or other financial institution. If you hold ADSs directly, you are a registered ADS holder, also referred to as an ADS holder. This description assumes you are an ADS holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.

The DRS is a system administered by The Depository Trust Company (or the DTC) pursuant to which the Depositary may register the ownership of uncertificated ADSs, which ownership shall be evidenced by periodic statements sent by the Depositary to the registered holders of uncertificated ADSs.

South African law governs shareholder rights. BNYM will be the holder of the shares underlying your ADSs. As a registered holder of ADSs, you will have ADS holder rights. A deposit agreement among Sibanye, BNYM and you, as an ADS holder, and all other persons indirectly holding ADSs sets out ADS holder rights, as well as the rights and obligations of the Depositary. New York law governs the Deposit Agreement and the ADSs.

The following is a summary of the material provisions of the Deposit Agreement. For more complete information, you should read the entire Deposit Agreement and the form of ADR.

SHARE DIVIDENDS AND OTHER DISTRIBUTIONS

HOW WILL YOU RECEIVE DIVIDENDS AND OTHER DISTRIBUTIONS ON THE ORDINARY SHARES?

BNYM will pay to you the cash dividends or other distributions it or the custodian receives on the ordinary shares or other deposited securities, after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your Sibanye ADRs represent.

Cash

BNYM will convert any cash dividend or other cash distribution Sibanye pays on the ordinary shares other than any dividend or distribution paid in US dollars, into US dollars. If that is not possible or if any government approval is needed and cannot be obtained, the Deposit Agreement allows BNYM to distribute the foreign currency only to those ADR holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADR holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.

Before making a distribution, BNYM will deduct any withholding taxes that must be paid. It will distribute only whole US dollars and US cents and will round fractional amounts to the nearest whole cent. If the exchange rates fluctuate during a time when BNYM cannot convert the foreign currency, you may lose some or all of the value of the distribution.

Shares

BNYM may, and will if Sibanye so requests, distribute new ADRs representing any ordinary shares Sibanye distributes as a dividend or free distribution. BNYM will only distribute whole ADRs. It will sell ordinary shares which would require it to issue a fractional ADR and distribute the net proceeds to the holders entitled to those ordinary shares. If BNYM does not distribute

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additional cash or ADRs, each ADR will also represent the new ordinary shares. BNYM may sell a portion of the distributed shares sufficient to pay its fees and expenses in connection with the distribution.

Rights to purchase additional ordinary shares

If Sibanye offers holders of securities any rights, including rights to subscribe for additional ordinary shares, BNYM may make these rights available to you. Sibanye must first instruct BNYM to do so and furnish it with satisfactory evidence that it is legal to do so. If Sibanye does not furnish this evidence and/or give these instructions, and BNYM determines that it is practical to sell the rights, BNYM may sell the rights and distribute the proceeds to holders’ accounts. BNYM will allow rights that are not distributed or sold to lapse. In that case, you will receive no value for them.

If BNYM makes rights available to you, upon instruction from you it will exercise the rights and purchase the ordinary shares on your behalf. BNYM will then deposit the ordinary shares and deliver ADSs to the persons entitled to them. It will only exercise rights if you pay BNYM the exercise price and any other charges the rights require you to pay.

US securities laws may restrict the sale, deposit, cancellation and transfer of the ADSs issued after exercise of rights. For example, you may not be able to trade these ADSs freely in the United States. In this case, BNYM may deliver the ADRs under a separate restricted deposit agreement, which will contain the same provisions as the Deposit Agreement except for changes needed to put the necessary restrictions in place. BNYM will not offer you rights unless those rights and the securities to which the rights relate are either exempt from registration or have been registered under the Securities Act of 1933 with respect to a distribution to all ADR holders.

Other Distributions

BNYM will send to you anything else Sibanye distributes on deposited securities by any means BNYM thinks is legal, fair and practical. If it cannot make the distribution in that way, BNYM may decide to sell what Sibanye distributed-for example by public or private sale-and distribute the net proceeds, in the same way as it does with cash, or it may decide to hold what Sibanye distributed, in which case ADSs will also represent the newly distributed property. BNYM may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with the distribution.

BNYM is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADR holder. Sibanye will have no obligation to take any other action to permit the distribution of ADRs, shares, rights or anything else to ADR holders. This means that you may not receive the distribution Sibanye makes on its ordinary shares or any value for them if it is illegal or impractical for Sibanye to make them available to you.

DEPOSIT, WITHDRAWAL AND CANCELLATION

HOW ARE ADRS ISSUED?

BNYM will deliver the ADRs that you are entitled to receive in the offer against deposit of the underlying ordinary shares. BNYM will deliver additional ADRs if you or your broker deposit ordinary shares with the custodian. You must also deliver evidence satisfactory to BNYM of any necessary approvals of the governmental agency in South Africa, if any, which is responsible for regulating currency exchange at that time. If required by BNYM, you must in addition deliver an agreement transferring your rights as a shareholder to receive dividends or other property. Upon payment of its fees and of any taxes or charges, BNYM will register the appropriate number of ADRs in the names you request and will deliver the ADRs to the persons you request.

HOW DO ADR HOLDERS CANCEL ADRS AND OBTAIN ORDINARY SHARES?

You may submit a written request to withdraw ordinary shares and turn in your ADRs evidencing your ADSs at the Corporate Trust Office of BNYM. Upon payment of its fees and of any taxes or charges, such as stamp taxes or stock transfer taxes, BNYM will deliver the deposited securities underlying the ADSs to an account designated by you at the office of the custodian. At your request, risk and expense, BNYM may deliver at its Corporate Trust Office any dividends or distributions with respect to the deposited securities represented by the ADSs, or any proceeds from the sale of any dividends, distributions or rights, which may be held by BNYM.

HOW DO ADS HOLDERS INTERCHANGE BETWEEN CERTIFICATED ADSS AND UNCERTIFICATED ADSS?

You may surrender your ADR to the Depositary for the purpose of exchanging your ADR for uncertificated ADSs. The Depositary will cancel that ADR and will send to the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated ADSs. Alternatively, upon receipt by the Depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the Depositary will execute and deliver to the ADS holder an ADR evidencing those ADSs.

RECORD DATES

Whenever any distribution of cash or rights, change in the number of ordinary shares represented by ADRs or notice of a meeting of holders of ordinary shares or ADRs is made, BNYM will fix a record date for the determination of the owners entitled to receive the benefits, rights or notice.

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VOTING RIGHTS

HOW DO YOU VOTE?

If you are an ADR holder on a record date fixed by BNYM, you may instruct BNYM how to exercise the voting rights of the ordinary shares represented by your ADRs. Otherwise, you will not be able to exercise your right to vote unless you withdraw the ordinary shares. However, you may not know about the meeting enough in advance to withdraw the shares. If Sibanye asks for your instructions, BNYM will notify you of the upcoming meeting and arrange to deliver certain materials to you. The materials will: (1) include all information included with the meeting notice sent by Sibanye to BNYM; (2) explain how you may instruct BNYM to vote the ordinary shares or other deposited securities underlying your ADRs as you direct if you vote by mail or by proxy; and (3) include a voting instruction card and any other information required under South African law that Sibanye and BNYM will prepare. For instructions to be valid, BNYM must receive them on or before the date specified in the instructions. BNYM will try, to the extent practical, subject to applicable law and the provisions of the by-laws of Sibanye, to vote or have its agents vote the underlying shares as you instruct. BNYM will only vote, or attempt to vote, as you instruct. However, if we give notice to BNYM on or before the first date when we give notice, by publication or otherwise, of any meeting of holders of ordinary shares, and if BNYM does not receive your voting instructions, BNYM will give a proxy to vote your ordinary shares to a designated representative of Sibanye, unless Sibanye informs BNYM that: (1) it does not want the proxy issued; (2) substantial opposition exists; or (3) the matter materially and adversely affects the rights of holders of ordinary shares.

Sibanye cannot assure that you will receive the voting materials in time to ensure that you can instruct BNYM to vote your ordinary shares. In addition, BNYM and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote and there may be nothing you can do if your ordinary shares are not voted as you requested.

INSPECTION OF TRANSFER BOOKS

BNYM will keep books for the registration and transfer of ADRs. These books will be open at all reasonable times for inspection by you, provided that you are inspecting the books for a purpose related to Sibanye or the Deposit Agreement or the ADRs.

FEES AND EXPENSES

BNYM, as Depositary, will charge any party depositing or withdrawing ordinary shares or any party surrendering ADRs or to whom ADRs are issued:

Persons depositing or withdrawing shares or ADS holders must pay: For:

$5.00 (or less) per 100 Sibanye ADRs (or portion of 100 Sibanye ADRs)

Issuance of Sibanye ADRs, including issuances resulting from a distribution of ordinary shares or rights or other property or cancellation of Sibanye ADRs for the purpose of withdrawal, including if the deposit agreement terminates

$.05 (or less) per ADR (or portion thereof) Any cash distribution pursuant to the Deposit Agreement

A fee equivalent to the fee that would be payable if securities distributed to you had been ordinary shares and those ordinary shares had been deposited for issuance of ADRs

Distribution of securities distributed to holders of deposited securities which are distributed by BNYM to Sibanye’s ADR holders

$.05 (or less) per ADRs per calendar year Depositary services

Registration or transfer fees

Transfer and registration of shares on Sibanye’s share register to or from the name of BNYM or its agent when you deposit or withdraw ordinary shares

Expenses of BNYM

Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement) converting foreign currency to US dollars

Taxes and other governmental charges BNYM or the custodian have to pay on any ADR or share underlying an ADR, for example, stock transfer taxes, stamp duty or withholding taxes

As necessary

Any charges incurred by BNYM or its agents for servicing the deposited securities

As necessary

The Depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The Depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The Depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The Depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

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From time to time, the Depositary may make payments to Sibanye to reimburse and/or share revenue from the fees collected from ADR holders, or waive fees and expenses for services provided, generally relating to costs and expenses arising out of establishment and maintenance of the ADR programme. In performing its duties under the Deposit Agreement, the Depositary may use brokers, dealers or other service providers that are affiliates of the Depositary and that may earn or share fees or commissions.

PAYMENT OF TAXES

You will be responsible for any taxes or other governmental charges payable on your ADRs or on the deposited securities underlying your ADRs. BNYM may deduct the amount of any taxes owed from any payments to you. It may also restrict or refuse the transfer of your Sibanye ADRs or restrict or refuse the withdrawal of your underlying deposited securities until you pay any taxes owed on your Sibanye ADRs or underlying securities. It may also sell deposited securities to pay any taxes owed.

You will remain liable if the proceeds of the sale are not enough to pay the taxes. If BNYM sells deposited securities, it will, if appropriate, reduce the number of Sibanye ADRs held by you to reflect the sale and pay to you any proceeds, or send to you any property, remaining after it has paid the taxes.

RECLASSIFICATIONS, RECAPITALISATIONS AND MERGERS

If Sibanye: Then:

Reclassifies, splits up or consolidates any of the Sibanye ordinary shares

Distributes securities on any of the Sibanye ordinary shares that are not distributed to you

The cash, ordinary shares or other securities received by BNYM will become new deposited securities under the Deposit Agreement. Each Sibanye ADR will automatically represent the right to receive a proportional interest in the new deposited securities.

Recapitalises, reorganises, merges, consolidates, sells its assets, or takes any similar action

BNYM may, and will if Sibanye asks it to, deliver new Sibanye ADRs representing the new deposited securities or ask you to surrender your outstanding Sibanye ADRs in exchange for new Sibanye ADRs identifying the new deposited securities

AMENDMENT AND TERMINATION

HOW MAY THE DEPOSIT AGREEMENT BE AMENDED?

Sibanye may agree with BNYM to amend the Deposit Agreement and the ADRs without your consent for any reason. If the amendment adds or increases fees or charges, except for taxes and governmental charges or prejudices an important right of Sibanye ADR holders, it will only become effective 30 days after BNYM notifies you of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADRs, to agree to the amendment and to be bound by the agreement as amended. However, no amendment will impair your right to receive the deposited securities in exchange for your Sibanye ADRs.

HOW MAY THE DEPOSIT AGREEMENT BE TERMINATED?

BNYM will terminate the Deposit Agreement if Sibanye asks it to do so, in which case it must notify you at least 30 days before termination. BNYM may also terminate the agreement after notifying you if BNYM informs Sibanye that it would like to resign and Sibanye does not appoint a new depositary bank within 90 days.

If any Sibanye ADRs remain outstanding after termination, BNYM will stop registering the transfer of Sibanye ADRs, will stop distributing dividends to Sibanye ADR holders, and will not give any further notices or do anything else under the Deposit Agreement other than:

• collect dividends and distributions on the deposited securities, sell rights and other property offered to holders of deposited securities; and deliver ordinary shares and other deposited securities upon cancellation of Sibanye’s ADRs. At any time after four months after termination of the Deposit Agreement, BNYM may sell any remaining deposited securities by public or private sale. After that, BNYM will hold the money it received on the sale, as well as any cash it is holding under the Deposit Agreement for the pro rata benefit of the Sibanye ADR holders that have not surrendered their Sibanye ADRs. It will not invest the money and has no liability for interest. BNYM’s only obligations will be to account for the money and cash. After termination, Sibanye’s only obligations will be with respect to indemnification of, and to pay specified amounts to, BNYM.

LIMITATIONS ON OBLIGATIONS AND LIABILITY

The Deposit Agreement expressly limits the obligations of Sibanye and BNYM. It also limits the liability of Sibanye and BNYM. Sibanye and BNYM:

• are only obligated to take the actions specifically set forth in the Deposit Agreement without negligence or bad faith;

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• are not liable if either of them is prevented or delayed by law, any provision of the Sibanye by-laws or circumstances beyond their control from performing their obligations under the Deposit Agreement;

• are not liable if either of them exercises or fails to exercise discretion permitted under the Deposit Agreement;

• have no obligation to become involved in a lawsuit or proceeding related to the ADRs or the Deposit Agreement on your behalf or on behalf of any other party; and

• may rely upon any advice of or information from any legal counsel, accountants, any person depositing ordinary shares, any Sibanye ADR holder or any other person whom they believe in good faith is competent to give them that advice or information.

In the Deposit Agreement, Sibanye and BNYM agree to indemnify each other under specified circumstances.

REQUIREMENTS FOR DEPOSITARY ACTIONS

Before BNYM will deliver or register the transfer of a Sibanye ADR, make a distribution on a Sibanye ADR, or permit withdrawal of ordinary shares, BNYM may require:

• payment of taxes, including stock transfer taxes or other governmental charges, and transfer or registration fees charged by third parties for the transfer of any ordinary shares or other deposited securities, as well as the fees and expenses of BNYM;

• production of satisfactory proof of the identity of the person presenting ordinary shares for deposit or Sibanye ADRs upon withdrawal, and of the genuineness of any signature; and

• compliance with regulations BNYM may establish, consistent with the Deposit Agreement, including presentation of transfer documents.

BNYM may refuse to deliver, transfer, or register transfer of Sibanye ADRs generally when the transfer books of BNYM are closed or at any time if BNYM or Sibanye thinks it advisable to do so.

YOUR RIGHT TO RECEIVE THE ORDINARY SHARES UNDERLYING YOUR ADRS

You have the right to cancel your Sibanye ADRs and withdraw the underlying ordinary shares at any time, except:

• due to temporary delays caused by BNYM or Sibanye closing its transfer books, the transfer of ordinary shares being blocked in connection with voting at a shareholders’ meeting, or Sibanye paying dividends;

• when you or other ADR holders seeking to withdraw ordinary shares owe money to pay fees, taxes and similar charges; or

• when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to Sibanye ADRs or to the withdrawal of ordinary shares or other deposited securities.

This right of withdrawal may not be limited by any provision of the Deposit Agreement.

PRE-RELEASE OF SIBANYE ADRS

In certain circumstances, subject to the provisions of the Deposit Agreement, BNYM may deliver Sibanye ADRs before deposit of the underlying ordinary shares. This is called a pre-release of Sibanye ADRs. BNYM may also deliver ordinary shares prior to the receipt and cancellation of pre-released Sibanye ADRs (even if those Sibanye ADRs are cancelled before the pre-release transaction has been closed out). A pre-release is closed out as soon as the underlying ordinary shares are delivered to BNYM. BNYM may receive Sibanye ADRs instead of ordinary shares to close out a pre-release. BNYM may pre-release Sibanye ADRs only under the following conditions: (1) before or at the time of the pre-release, the person to whom the pre-release is being made must represent to BNYM in writing that it or its customer owns the ordinary shares or Sibanye ADRs to be deposited; (2) the pre-release must be fully collateralised with cash or collateral that BNYM considers appropriate; and (3) BNYM must be able to close out the pre-release on not more than five business days’ notice. The pre-release will be subject to whatever indemnities and credit regulations BNYM considers appropriate. In addition, BNYM will limit the number of Sibanye ADRs that may be outstanding at any time as a result of pre-release.

DIRECT REGISTRATION SYSTEM

In the Deposit Agreement, all parties to the Deposit Agreement acknowledge that the DRS and Profile Modification System (Profile) will apply to uncertificated ADSs upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the Depositary may register the ownership of uncertificated ADSs, which ownership shall be evidenced by periodic statements sent by the Depositary to the registered holders of uncertificated ADSs. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of a registered holder of ADSs, to direct the Depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the Depositary of prior authorisation from the ADS holder to register that transfer.

In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the Deposit Agreement understand that the Depositary will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the Deposit Agreement, the parties agree that the Depositary’s reliance on and compliance with

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instructions received by the Depositary through the DRS/Profile System and in accordance with the Deposit Agreement, shall not constitute negligence or bad faith on the part of the Depositary.

SHAREHOLDER COMMUNICATIONS; INSPECTION OF REGISTER OF HOLDERS OF ADSs

The Depositary will make available for your inspection at its office all communications that it receives from us as a holder of deposited securities that Sibanye makes generally available to holders of deposited securities. The Depositary will send you copies of those communications if Sibanye asks it to. You have a right to inspect the register of holders of ADSs, but not for the purpose of contacting those holders about a matter unrelated to our business or the ADSs.

GOVERNING LAW

The Deposit Agreement is governed by the law of the State of New York.

SOUTH AFRICAN EXCHANGE CONTROL LIMITATIONS AFFECTING SECURITY HOLDERS

The discussion below relates to exchange controls in force as of the date of this annual report. These controls are subject to change at any time without notice. It is not possible to predict whether existing exchange controls will be abolished, continued or amended by the South African government in the future. Investors are urged to consult a professional adviser as to the exchange control implications of their particular investments.

Acquisitions of shares or assets of South African companies by non-South African purchasers solely for a cash consideration equal to the fair value of the shares or assets will generally be permitted by the SARB pursuant to South African Exchange Control Regulations. An acquisition of shares or assets of a South African company by a non-South African purchaser may be refused by the SARB in other circumstances, such as if the consideration for the acquisition is shares in a non-South African company or if the acquisition is financed by a loan from a South African lender. Denial of SARB approval for an acquisition of shares or assets of a South African company may result in the transaction not being able to be completed. Subject to this limitation, there are no restrictions on equity investments in South African companies and a foreign investor may invest freely in the ordinary shares and ADRs of Sibanye.

There are no exchange control restrictions on the remittance in full of dividends declared out of trading profits to non-residents of the CMA by Sibanye, provided the share certificates held by non-resident Sibanye shareholders have been endorsed with the words “non-resident”. The same endorsement, however, will not be applicable to ADRs of Sibanye held by non-resident shareholders.

Under South African Exchange Control Regulations, the ordinary shares and ADRs representing ordinary shares of Sibanye are freely transferable outside South Africa between persons who are not residents of the CMA, provided such transfer is reported to the SARB and, where new share certificates are issued, such certificates are endorsed with the words “non-resident”. The same endorsement, however, will not be applicable to ADRs of Sibanye held by non-resident shareholders. Additionally, where ordinary shares are sold on the JSE on behalf of shareholders of Sibanye who are not residents of the Common Monetary Area, the proceeds of such sales will be freely exchangeable into foreign currency and remittable to them. In such case no share certificates need to be endorsed as the shares on the JSE have been dematerialised.

TAXATION

CERTAIN SOUTH AFRICAN TAX CONSIDERATIONS

The discussion in this section sets out the material South African tax consequences of the purchase, ownership and disposition of Sibanye’s ordinary shares or ADSs under current South African law. Changes in the law may alter the tax treatment of Sibanye’s ordinary shares or ADSs, possibly on a retroactive basis.

The following summary is not a comprehensive description of all of the tax considerations that may be relevant to a decision to purchase, own or dispose of Sibanye’s ordinary shares or ADSs and does not cover tax consequences that depend upon your particular tax circumstances. In particular, the following summary addresses tax consequences for holders of ordinary shares or ADSs who are not residents of, or who do not carry on business in, South Africa and who hold ordinary shares or ADSs as capital assets (that is, for investment purposes). For the purposes of the income tax treaty between South Africa and the United States and South African tax law, a United States resident that owns Sibanye ADSs will be treated as the owner of the Sibanye ordinary shares represented by such ADSs. Sibanye recommends that you consult your own tax adviser about the consequences of holding Sibanye’s ordinary shares or ADSs, as applicable, in your particular situation.

Withholding Tax on Dividends

It should be noted that the 15% withholding tax on dividends declared by South African resident companies to non-resident shareholders or non-resident ADS holders was introduced with effect from 1 April 2012. Generally, under the terms of the reciprocal tax treaty entered into between South Africa and the United States (the Treaty) the withholding tax on dividends will be reduced to 5% of the gross amount of the dividends if the beneficial owner of the shares is a company holding directly at least 10% of the voting stock of the company paying the dividends and to 15% of the gross amount of the dividends in all other cases.

Income Tax and Capital Gains Tax

Non-resident holders of ordinary shares or ADSs should not be subject to income or capital gains tax in South Africa with respect to the disposal of those ordinary shares or ADSs unless those ordinary shares or ADSs are attributable to a permanent

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establishment of the non-resident in South Africa or where the non-resident holds 20% or more of the ordinary shares or ADSs of which 80% or more of the market value of the ordinary shares or ADSs are directly or indirectly derived from immovable property (including prospecting and/or mining rights) located in South Africa.

As Sibanye operates in the mining sector, it is highly probable that 80% or more of the market value of the ordinary shares or ADSs are directly or indirectly derived from immovable property located in South Africa. In the instances where non-resident shareholders hold 20% or more of the ordinary shares or ADSs and dispose of the same, the purchaser of the ordinary shares or ADSs will be obliged to withhold a percentage (between 5% and 10%, depending on the nature of the seller) of the purchase consideration for the ordinary shares or ADSs payable to the non-resident shareholders and pay such amount over to the South African Revenue Service within 14 days where the purchaser is a South African resident or within 28 days where the purchaser is a non-resident. The taxing right of the capital gain could, however, be awarded to the specific jurisdiction of the seller (and not South Africa) depending on the wording and application of the applicable Double Taxation Treaty.

Securities Transfer Tax

No Securities Transfer Tax (STT) is payable in South Africa with respect to the issue of a security.

STT is charged at a rate of 0.25% on the taxable amount of the transfer of every security issued by a company or a close corporation incorporated in South Africa, or a company incorporated outside South Africa but listed on an exchange in South Africa, subject to certain exemptions.

The word “transfer” is broadly defined and includes the transfer, sale, assignment or cession or disposal in any other manner of a security. The cancellation or redemption of a security is also regarded as a transfer unless the company is being liquidated. However, the transfer of a security that does not result in a change in beneficial ownership is not regarded as a transfer.

STT is levied on the taxable amount of a security. The taxable amount of a listed security is the greater of the consideration given for the security declared by the transferee or the closing price of that security. The taxable amount of an unlisted security is the greater of the consideration given for the acquisition of the security or the market value of an unlisted security. In the case of a transfer of a listed security, either the member, the participant or the person to whom the security is transferred is liable for the tax. The tax must be paid by the 14th day of the month following the transfer. The liability for tax with respect to the transfer of listed securities lies with the party facilitating the transfer or the recipient of the security.

Interest withholding tax

Interest withholding tax has been introduced into the South African tax regime with effect from 1 March 2015. Although not specifically applicable to non-resident shareholders or non-resident ADS holders, interest withholding tax will be levied at a rate of 15% on any interest paid for the benefit of any foreign person to the extent that the interest is regarded as being from a source within South Africa. There is, however, a specific exemption from interest withholding tax on any interest incurred on a listed debt (i.e. debt listed on a recognised exchange). Any interest withholding tax may further be reduced by the applicable Double Taxation Treaty.

Davis Tax Committee

The Davis Tax Committee has been established to review the current South African mining tax regime and to consider input from the industry on practical elements not currently taken into account by the mining tax legislation. No update has been provided on the status of the outcome of the Davis Tax Committee’s investigations. This does not currently affect any non-resident shareholders or non-resident ADS holders, although it could have an indirect effect in future depending on the findings of the Davis Tax Committee and the impact thereof on the mining tax regime in South Africa.

US FEDERAL INCOME TAX CONSIDERATIONS

The following discussion summarises the material US federal income tax consequences of the acquisition, ownership and disposition of ordinary shares and ADRs by a US Holder. As used herein, the term “US Holder” means a beneficial owner of ordinary shares or ADRs that is for US federal income tax purposes:

• a citizen or resident of the United States;

• a corporation created or organised under the laws of the United States or any state within the United States or the District of Columbia;

• an estate the income of which is subject to US federal income tax without regard to its source; or

• a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more US persons have the authority to control all substantial decisions of the trust, or the trust has validly elected to be treated as a domestic trust for US federal income tax purposes.

This summary only applies to US Holders that hold ordinary shares or ADRs as capital assets. This summary is based upon:

• the current federal income tax laws of the United States, including the Internal Revenue Code of 1986 as amended and regulations promulgated thereunder;

• current US Internal Revenue Service practice and applicable US court decisions; and

• the income tax treaty between the United States and South Africa.

all as of the date hereof and all subject to change at any time, possibly with retroactive effect.

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This summary assumes that the obligations of the Depositary under the Deposit Agreement and any related agreements will be performed in accordance with their terms.

This summary is of a general nature and does not address all US federal income tax consequences that may be relevant to you in light of your particular situation (including consequences under the alternative minimum tax or the net investment income tax), and does not address state, local, non-US or other tax laws (such as estate and gift tax laws). For example, this summary does not apply to:

• investors that own (directly, indirectly or by attribution) 5% or more of Sibanye’s stock by vote or value;

• financial institutions;

• insurance companies;

• individual retirement accounts and other tax-deferred accounts;

• tax-exempt organisations;

• dealers in securities or currencies;

• investors that hold ordinary shares or ADRs as part of straddles, hedging transactions or conversion transactions for US federal income tax purposes;

• persons that have ceased to be US citizens or lawful permanent residents of the United States;

• investors holding the ordinary shares or ADRs in connection with a trade or business conducted outside the United States;

• US citizens or lawful permanent residents living abroad; or

• investors whose functional currency is not the US dollar.

The US federal income tax treatment of a partner in an entity treated as a partnership for US federal income tax purposes that holds ordinary shares or ADRs will depend upon the status of the partner and the activities of the partnership. If you are an entity treated as a partnership for US federal income tax purposes, you should consult your tax adviser concerning the US federal income tax consequences to you and your partners of the acquisition, ownership and disposition of ordinary shares or ADRs by you.

Sibanye does not believe that it was a PFIC within the meaning of Section 1297 of the Code for its 2015 taxable year and does not expect to be a PFIC for its current taxable year or in the foreseeable future. However, Sibanye’s possible status as a PFIC must be determined annually and therefore may be subject to change. If Sibanye were to be treated as a PFIC, US Holders of ordinary shares or ADRs would be required (i) to pay a special US addition to tax on certain distributions and gains on sale and (ii) to pay tax on any gain from the sale of ordinary shares or ADRs at ordinary income (rather than capital gains) rates in addition to paying the special addition to tax on this gain. Additionally, dividends paid by Sibanye would not be eligible for the reduced rate of tax described below under “Taxation of Dividends”. The remainder of this discussion assumes that Sibanye is not a PFIC for US federal income tax purposes. You should consult your own tax advisers regarding the potential application of the PFIC regime.

The summary of US federal income tax consequences set out below is for general information only. You are urged to consult your tax advisers as to the particular tax consequences to you of acquiring, owning and disposing of the ordinary shares or ADRs, including your eligibility for the benefits of the treaty and the applicability and effect of state, local, non-US and other tax laws and possible changes in tax law.

US Holders of ADRS

For US federal income tax purposes, a US Holder of ADRs generally will be treated as the owner of the corresponding number of underlying ordinary shares held by the Depositary for the ADRs, and references to ordinary shares in the following discussion refer also to ADRs representing the ordinary shares.

Deposits and withdrawals of ordinary shares by US Holders in exchange for ADRs will not result in the realisation of gain or loss for US federal income tax purposes. Your tax basis in withdrawn ordinary shares will be the same as your tax basis in the ADRs surrendered, and your holding period for the ordinary shares will include the holding period of the ADRs.

Taxation of Dividends

Distributions paid out of Sibanye’s current or accumulated earnings and profits (as determined for US federal income tax purposes), before reduction for any South African withholding tax paid by Sibanye with respect thereto, will generally be taxable to you as foreign source dividend income, and will not be eligible for the dividends received deduction allowed to corporations. Distributions that exceed Sibanye’s current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of your basis in the ordinary shares and thereafter as capital gain. However, we do not maintain calculations of our earnings and profits in accordance with US federal income tax accounting principles. You should therefore assume that any distribution by us with respect to the shares will be reported as ordinary dividend income. You should consult your own tax advisers with respect to the appropriate US federal income tax treatment of any distribution received from us. For purposes of determining limitations on any foreign tax credits, dividends paid by Sibanye will generally constitute “passive income”.

Dividends paid by Sibanye generally will be taxable to non-corporate US Holders at the reduced rate normally applicable to long-term capital gains, provided that either (i) Sibanye qualifies for the benefits of the income tax treaty between the United States and South Africa, or (ii) the ADRs are considered to be “readily tradable” on the NYSE, and certain other requirements are met.

For US federal income tax purposes, the amount of any dividend paid in Rand will be included in income in a US dollar amount calculated by reference to the exchange rate in effect on the date the dividends are received by you (in the case of ordinary shares) or the depositary (in the case of ADRs) regardless of whether they are converted into US dollars at that time. If you or the

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Depositary, as the case may be, convert dividends received in Rand into US dollars on the day they are received, you generally will not be required to recognise foreign currency gain or loss in respect of this dividend income.

Effect of South African Withholding Taxes

As discussed in “Certain South African Tax Considerations—Withholding Tax on Dividends”, under current law, South Africa imposes a withholding tax of 15% on dividends paid by Sibanye. A US Holder will generally be entitled, subject to certain limitations, to a foreign tax credit against its US federal income tax liability, or a deduction in computing its US federal taxable income, for South African income taxes withheld by Sibanye.

US Holders that receive payments subject to this withholding tax will be treated, for US federal income tax purposes, as having received the amount of South African taxes withheld by Sibanye, and as then having paid over the withheld taxes to the South African taxing authorities. As a result of this rule, the amount of dividend income included in gross income for US federal income tax purposes by a US Holder with respect to a payment of dividends may be greater than the amount of cash actually received (or receivable) by the US Holder from Sibanye with respect to the payment.

The rules governing foreign tax credits are complex. You should consult your tax adviser concerning the foreign tax credit implications of the payment of South African withholding taxes.

Taxation of a Sale or Other Disposition

Your tax basis in an ordinary share will generally be its US dollar cost. The US dollar cost of an ordinary share purchased with foreign currency will generally be the US dollar value of the purchase price on the date of purchase or, in the case of ordinary shares traded on an established securities market, as defined in the applicable Treasury Regulations, that are purchased by a cash basis taxpayer (or an accrual basis taxpayer that so elects), on the settlement date for the purchase. Such an election by an accrual basis taxpayer must be applied consistently from year to year and cannot be revoked without the consent of the IRS.

Upon a sale or other disposition of ordinary shares or ADRs, other than an exchange of ADRs for ordinary shares and vice versa, you will generally recognise capital gain or loss for US federal income tax purposes equal to the difference between the amount realised and your adjusted tax basis in the ordinary shares or ADRs. This capital gain or loss will be long-term capital gain or loss if your holding period in the ordinary shares or ADRs exceeds one year. However, regardless of your actual holding period, any loss may be treated as long-term capital loss to the extent you receive a dividend that qualifies for the reduced rate described above under “Taxation of Dividends” and also exceeds 10% of your basis in the ordinary shares. Any gain or loss will generally be US source.

The amount realised on a sale or other disposition of ordinary shares for an amount in foreign currency will be the US dollar value of this amount on the date of sale or disposition. On the settlement date, you will recognise US source foreign currency gain or loss (taxable as ordinary income or loss) equal to the difference (if any) between the US dollar value of the amount received based on the exchange rates in effect on the date of sale or other disposition and the settlement date. However, in the case of ordinary shares traded on an established securities market that are sold by a cash basis taxpayer (or an accrual basis taxpayer that so elects), the amount realised will be based on the exchange rate in effect on the settlement date for the sale, and no exchange gain or loss will be recognised at that time.

Foreign currency received on the sale or other disposition of an ordinary share will have a tax basis equal to its US dollar value on the settlement date. Foreign currency that is purchased will generally have a tax basis equal to the US dollar value of the foreign currency on the date of purchase. Any gain or loss recognised on a sale or other disposition of a foreign currency (including its use to purchase ordinary shares or upon exchange for US dollars) will be US source ordinary income or loss.

To the extent you incur Securities Transfer Tax in connection with a transfer or withdrawal of ordinary shares as described under “—Certain South African Tax Considerations—Securities Transfer Tax” above, such securities transfer tax will not be a creditable tax for US foreign tax credit purposes.

Backup Withholding and Information Reporting

Payments of dividends and other proceeds with respect to ordinary shares or ADRs by US persons will be reported to you and to the IRS as may be required under applicable regulations. Backup withholding may apply to these payments if you fail to provide an accurate taxpayer identification number or certification of exempt status or fail to comply with applicable certification requirements. Some holders are not subject to backup withholding. You should consult your tax adviser about these rules and any other reporting obligations that may apply to the ownership or disposition of the ordinary shares or ADRs, including requirements related to the holding of certain foreign financial assets.

DOCUMENTS ON DISPLAY Sibanye will also file annual and special reports and other information with the SEC. You may read and copy any reports or other information on file at the SEC’s public reference room at the following location:

100 F Street, N.E.

Washington, D.C. 20549

Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC filings are also available to the public from commercial document retrieval services. Sibanye’s SEC filings may also be obtained electronically via the EDGAR system on the website maintained by the SEC at http://www.sec.gov.

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The above information may also be obtained at the registered office of Sibanye and can be accessed at http://www.sibanyegold.co.za.

SUBSIDIARY INFORMATION Not applicable.

REFINING AND MARKETING Sibanye has appointed Rand Refinery Proprietary Limited (Rand Refinery) to refine all of Sibanye’s South African-produced gold. Rand Refinery is a private company in which Sibanye holds a 33.1% interest, with the remaining interests held by other South African gold producers. Since 1 October 2004, up to the Spin-off date, Gold Fields’ treasury department arranged the sale of all the gold production from Sibanye’s operations. As from the Spin-off, Rand Refinery advises Sibanye’s department of treasury (Treasury) on a daily basis of the amount of gold available for sale. Treasury, then sells the gold at a price benchmarked against the London afternoon fixing price. Two business days after the sale of gold, Sibanye deposits an amount in US dollars equal to the value of the gold at the London afternoon fixing price into Rand Refinery’s nominated US dollar account. Rand Refinery deducts refining charges payable by Sibanye relating to such amount of gold and deposits the balance of the proceeds into the nominated US dollar account of Sibanye.

ACQUISITIONS See “Annual Financial Report—Annual Financial Statements—Notes to the Consolidated Financial Statements—Note 12: Acquisitions” and “Annual Financial Report—Annual Financial Statements—Notes to the Consolidated Financial Statements—Note 31: Events After the Reporting Date”.

228

CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures:

Sibanye has carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer of Sibanye, of the effectiveness of the design and operation of Sibanye’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this annual report. Based upon that evaluation, Sibanye’s Chief Executive Officer and Chief Financial Officer concluded that, as of 31 December 2015, Sibanye’s disclosure controls and procedures were effective.

(b) Management’s Report on Internal Control over Financial Reporting:

Sibanye’s management is responsible for establishing and maintaining adequate internal control over financial reporting. The Securities Exchange Act of 1934 defines internal control over financial reporting in Rule 13a-15(f) and 15d-15(f) as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

• pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

• provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of the company’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Sibanye’s management assessed the effectiveness of its internal control over financial reporting as of 31 December 2015. In making this assessment, Sibanye’s management used the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based upon its assessment, Sibanye’s management concluded that, as of 31 December 2015, its internal control over financial reporting is effective based upon those criteria.

KPMG Inc., an independent registered public accounting firm that audited the consolidated financial statements included in this annual report on Form 20-F, has issued an attestation report on the effectiveness of Sibanye’s internal control over financial reporting as of 31 December 2015.

(c) Attestation Report of the Registered Public Accounting Firm:

See Annual Financial Report–Accountability–Report of independent registered public accounting firm.

(d) Changes in Internal Control Over Financial Reporting:

There has been no change in Sibanye’s internal control over financial reporting that occurred during fiscal 2015 that has materially affected, or is reasonably likely to materially affect, Sibanye’s internal control over financial reporting.

229

EXHIBITS

The following instruments and documents are included as Exhibits to this annual report.

No. Exhibit

1.1 Memorandum of Incorporation of Sibanye.1

2.1

Form of Deposit Agreement among Sibanye, BNYM, as depositary, and the owners and beneficial owners from time to time of ADRs.2

2.2 Form of ADR.2

2.3 The Sibanye 2013 Share Plan, adopted 21 November 2012.1

2.4

Trust Deed among Orogen, as issuer; Gold Fields, GFIMSA, GFO and GFH, as guarantors; and Citicorp Trustee Company Limited, as trustee, dated 7 October 2010 in relation to the Notes.1

4.1

R4.5 billion term and revolving credit facilities agreement between Bank of China Limited Johannesburg Branch, FirstRand Bank, ABSA Bank Limited, J.P. Morgan Chase Bank, N.A., Johannesburg Branch, Standard Bank, Nedbank, the Financial Institutions listed in Schedule 1, Opiconsivia Trading 305 (RF) Proprietary Limited and Sibanye dated 10 December 2013.3

4.2

First Addendum to the R4.5 billion term and revolving credit facilities agreement between Bank of China Limited Johannesburg Branch, FirstRand Bank, ABSA Bank Limited, J.P. Morgan Chase Bank, N.A., Johannesburg Branch, Standard Bank, Nedbank, the Financial Institutions listed in Schedule 1, Opiconsivia Trading 305 (RF) Proprietary Limited and Sibanye dated 13 March 2014.3

4.3

Second Addendum to the R4.5 billion term and revolving credit facilities agreement between Bank of China Limited Johannesburg Branch, FirstRand Bank, ABSA Bank Limited, J.P. Morgan Chase Bank, N.A., Johannesburg Branch, Standard Bank, Nedbank, the Financial Institutions listed in Schedule 1, Opiconsivia Trading 305 (RF) Proprietary Limited and Sibanye dated 12 May 2014.4

4.4

Third Addendum to the R4.5 billion term and revolving credit facilities agreement between Bank of China Limited Johannesburg Branch, FirstRand Bank, ABSA Bank Limited, J.P. Morgan Chase Bank, N.A., Johannesburg Branch, Standard Bank, Nedbank, the Financial Institutions listed in Schedule 1, Opiconsivia Trading 305 (RF) Proprietary Limited and Sibanye dated 22 July 2014.4

4.5

Fourth Addendum to the R4.5 billion term and revolving credit facilities agreement between Bank of China Limited Johannesburg Branch, FirstRand Bank, ABSA Bank Limited, J.P. Morgan Chase Bank, N.A., Johannesburg Branch, Standard Bank, Nedbank, the Financial Institutions listed in Schedule 1, Opiconsivia Trading 305 (RF) Proprietary Limited and Sibanye dated 14 August 2014.4

4.6

Fifth Addendum to the R4.5 billion term and revolving credit facilities agreement between Bank of China Limited Johannesburg Branch, FirstRand Bank, ABSA Bank Limited, J.P. Morgan Chase Bank, N.A., Johannesburg Branch, Standard Bank, Nedbank, the Financial Institutions listed in Schedule 1, Opiconsivia Trading 305 (RF) Proprietary Limited and Sibanye dated 6 October 2014.4

4.7

Amended and Restatement Agreement of the R4.5 billion term and revolving credit facilities agreement between Bank of China Limited Johannesburg Branch, FirstRand Bank, ABSA Bank Limited, J.P. Morgan Chase Bank, N.A., Johannesburg Branch, Standard Bank, Nedbank, the Financial Institutions listed in Schedule 1, Opiconsivia Trading 305 (RF) Proprietary Limited and Sibanye dated 6 October 2015.

4.8

Cession and Pledge in Security by Sibanye Gold Limited (as Pledgor) in favor of Opiconsivia Trading 305 Proprietary Limited (as Debt Guarantor), dated 22 August 2013.3

4.9

Addendum to the Cession and Pledge in Security by Sibanye Gold Limited (as Pledgor) in favor of Opiconsivia Trading 305 Proprietary Limited (as Debt Guarantor), dated 10 December 2013.3

4.10

Cession in Security by Sibanye Gold Limited (as Pledgor) in favor of Opiconsivia Trading 305 Proprietary Limited (as Debt Guarantor), dated 22 August 2013.3

4.11

Cession in Security by Sibanye Gold Limited (as Pledgor) in favor of Opiconsivia Trading 305 Proprietary Limited (as Debt Guarantor), dated 22 October 2013.3

4.12

Cession in Security by Sibanye Gold Limited (as Pledgor) in favor of Opiconsivia Trading 305 Proprietary Limited (as Debt Guarantor), dated 15 August 2014.4

4.13

Notorial General Bond by Sibanye Gold Limited in favor of Opiconsivia Trading 305 Proprietary Limited (as Debt Guarantor), registered 24 October 2013.3

4.14

Merger Agreement between Sibanye, Gold One International Limited, and Newshelf 1114 Proprietary Limited dated 20 August 2013.3

4.15

First Addendum to the Merger Agreement between Sibanye, Gold One International Limited, and Newshelf 1114 Proprietary Limited dated 26 September 2013.3

4.16

Second Addendum to the Merger Agreement between Sibanye, Gold One International Limited, and Newshelf 1114 Proprietary Limited dated 17 February 2014.3

230

No. Exhibit 4.17

Third Addendum to the Merger Agreement between Sibanye, Gold One International Limited, and Newshelf 1114 Proprietary Limited dated 24 March 2014.3

4.18

Fourth Addendum to the Merger Agreement between Sibanye, Gold One International Limited, and Newshelf 1114 Proprietary Limited dated 30 April 2014.4

4.19

Fifth Addendum to the Merger Agreement between Sibanye, Gold One International Limited, and Newshelf 1114 Proprietary Limited dated 6 May 2014.4

4.20

Sixth Addendum to the Merger Agreement between Sibanye, Gold One International Limited, and Newshelf 1114 Proprietary Limited dated 15 May 2014.4

4.21

Indemnity Agreement among Orogen, Gold Fields, GFO, GFH and Sibanye, in respect of Sibanye’s obligations under the Notes, dated 20 December 2012.1

4.22

Cession in Security Agreement among Sibanye, ABSA Bank Limited, Nedbank, Standard Bank, FirstRand Bank and JP Morgan Chase Bank, N.A., Johannesburg Branch, dated 20 December 2012.1

4.23 Agreement between Neal Froneman and Sibanye, dated 7 December 2012.1

4.24 Agreement between Charl Keyter and Sibanye, dated 7 December 2012.1

4.25

Term Loan Facility Agreement between SGEO (previously Southgold Exploration Proprietary Limited), the Financial Institutions listed in Schedule 1, Credit Suisse AG, Standard Chartered Bank and Purple Rain Security SPV (RF) Proprietary Limited, dated 17 April 2014.4

4.26

First Amendment to the Term Loan Facility Agreement between SGEO (previously Southgold Exploration Proprietary Limited), the Financial Institutions listed in Schedule 1, Credit Suisse AG, Standard Chartered Bank and Purple Rain Security SPV (RF) Proprietary Limited, dated 26 June 2014.4

4.27

Second Amendment to the Term Loan Facility Agreement between SGEO (previously Southgold Exploration Proprietary Limited), the Financial Institutions listed in Schedule 1, Credit Suisse AG, Standard Chartered Bank and Purple Rain Security SPV (RF) Proprietary Limited, dated 1 July 2014.4

4.28

Third Amendment to the Term Loan Facility Agreement between SGEO (previously Southgold Exploration Proprietary Limited), the Financial Institutions listed in Schedule 1, Credit Suisse AG, Standard Chartered Bank and Purple Rain Security SPV (RF) Proprietary Limited, dated 8 July 2014.4

4.29

Cession and Pledge in Security amongst Witwatersrand Consolidated Gold Resources Limited, K2013164354 Proprietary Limited and Purple Rain Security SPV (RF) Proprietary Limited, dated 2 April 2014.4

4.30

Cession in Security by SGEO (previously Southgold Exploration Proprietary Limited) in favour of Purple Rain Security SPV (RF) Proprietary Limited, dated 2 April 2014.4

4.31

Sale and Purchase Agreement between Rustenburg Platinum Mines Limited, Sibanye Rustenburg Platinum Mines Proprietary Limited and Sibanye Gold Limited, signed on 8 September 2015. Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC.

4.32

Implementation Agreement between Sibanye Gold Limited and Sibanye Platinum Bermuda Proprietary Limited and Aquarius Platinum Limited, signed on 6 October 2015.

4.33

Revolving Facility Agreement between Sibanye Gold Limited, Bank of America Merrill Lynch International Limited and HSBC Bank plc, dated 24 August 2015.

4.34 $350 million Bridge Facility Agreement between Sibanye Gold Limited and HSBC Bank plc, dated 5 October 2015.

8.1 List of subsidiaries of the registrant.

12.1 Certification of Chief Executive Officer.

12.2 Certification of Chief Financial Officer.

13.1 Certification of Chief Executive Officer.

13.2 Certification of Chief Financial Officer.

1 Filed as an exhibit to the registration statement on Form 20-F (File No. 001-35785), filed by Sibanye with the Securities and Exchange Commission on 16 January 2013.

2 Filed as an exhibit to the registration statement on Form 20-F (File No. 001-35785), filed by Sibanye with the Securities and Exchange Commission on 1 February 2013.

3 Filed as an exhibit to the annual report on Form 20-F (File No. 001-35785), filed by Sibanye with the Securities and Exchange Commission on 29 April 2014.

4 Filed as an exhibit to the annual report on Form 20-F (File No. 001-35785), filed by Sibanye with the Securities and Exchange Commission on 24 March 2015.

231

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorised the undersigned to sign this annual report on its behalf.

SIBANYE GOLD LIMITED /s/ Neal J. Froneman Name: Neal J. Froneman Title: Chief Executive Officer Date: 21 March 2016

Exhibit 4.7

Execution Version

ZAR4,000,000,000

AMENDED AND RESTATED TERM AND REVOLVING CREDIT FACILITIES AGREEMENT


arranged by

BANK OF CHINA LIMITED JOHANNESBURG BRANCH

FIRSTRAND BANK LIMITED (acting through its Rand Merchant Bank division)

NEDBANK LIMITED

(acting through its Corporate and Investment Banking division)

as Mandated Lead Arrangers

and

ABSA BANK LIMITED

INVESTEC BANK LIMITED (acting through its Corporate and Institutional Banking Division)

THE STANDARD BANK OF SOUTH AFRICA LIMITED (acting through its Corporate and Investment Banking division)

as Co-Arrangers

with

NEDBANK LIMITED

(acting through its Corporate and Investment Banking division)

as Facility Agent

and

THE FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1

as Lenders

THE GUARANTORS LISTED IN SCHEDULE 1

as Additional Guarantors

- i -

CONTENTS

1. DEFINITIONS AND INTERPRETATION 12. THE FACILITIES 243. PURPOSE 244. CONDITIONS OF UTILISATION 255. UTILISATION 266. REPAYMENT 277. PREPAYMENT AND CANCELLATION 288. INTEREST 329. INTEREST PERIODS 3210. CHANGES TO THE CALCULATION OF INTEREST 3311. FEES 3412. TAX GROSS UP AND INDEMNITIES 3413. INCREASED COSTS 3714. OTHER INDEMNITIES 3815. MITIGATION BY THE LENDERS 3916. COSTS AND EXPENSES 4017. GUARANTEE AND INDEMNITY 4018. REPRESENTATIONS 4319. INFORMATION UNDERTAKINGS 4720. FINANCIAL COVENANTS 5121. GENERAL UNDERTAKINGS 5222. EVENTS OF DEFAULT 5623. CHANGES TO THE LENDERS 6024. CHANGES TO THE OBLIGORS 6225. ROLE OF THE ARRANGERS 6426. CONDUCT OF BUSINESS BY THE FINANCE PARTIES 6427. SHARING AMONG THE FINANCE PARTIES 6528. PAYMENT MECHANICS 6629. SET-OFF 6830. NOTICES 6831. CALCULATIONS AND CERTIFICATES 7232. PARTIAL INVALIDITY 7233. REMEDIES AND WAIVERS 7234. AMENDMENTS AND WAIVERS 7235. CONFIDENTIALITY 7336. FINANCE PARTY RIGHTS 7537. RENUNCIATION OF BENEFITS 7538. COUNTERPARTS 7539. WAIVER OF IMMUNITY 7540. SOLE AGREEMENT 7541. NO IMPLIED TERMS 7542. EXTENSIONS AND WAIVERS 7543. INDEPENDENT ADVICE 7544. GOVERNING LAW AND JURISDICTION 75SCHEDULE 1 THE LENDERS AND ADDITIONAL GUARANTORS 77Part I: The Original Facility A Lenders 77

- ii -

Part II: The Original Facility B Lenders 78Part III: The New Facility A Lenders 79Part IV: The Additional Guarantors 80SCHEDULE 2 THE ORIGINAL COMMITMENTS 81SCHEDULE 3 CONDITIONS PRECEDENT 82Part I : Initial Conditions Precedent 82Part II: Conditions Precedent Required to be Delivered by an Additional Obligor 85SCHEDULE 4 FORM OF UTILISATION REQUEST 87SCHEDULE 5 FORM OF CONFIDENTIALITY UNDERTAKING 88SCHEDULE 6 FORM OF TRANSFER CERTIFICATE 92SCHEDULE 7 FORM OF ACCESSION LETTER 94SCHEDULE 8 FORM OF RESIGNATION LETTER 95SCHEDULE 9 FORM OF COMPLIANCE CERTIFICATE 96SCHEDULE 10 TIMETABLES 97SCHEDULE 11 LITIGATION 98SCHEDULE 12 LIST OF PERMITTED TRANSFEREES 99

- 1 - AMENDED & RESTATED TERM & REVOLVING CREDIT FACILITY AGREEMENT_EXECUTION

PARTIES:

The Parties to this Agreement are:

(1) SIBANYE GOLD LIMITED as original borrower;

(2) BANK OF CHINA LIMITED JOHANNESBURG BRANCH, FIRSTRAND BANK LIMITED (acting throughits Rand Merchant Bank division) and NEDBANK LIMITED (acting through its Corporate and InvestmentBanking division) as mandated lead arrangers (the Mandated Lead Arrangers);

(3) ABSA BANK LIMITED, INVESTEC BANK LIMITED (acting through its Corporate and Institutional BankingDivision) and THE STANDARD BANK OF SOUTH AFRICA LIMITED (acting through its Corporate andInvestment Banking division), as co-arrangers (the Co-Arrangers);

(4) NEDBANK LIMITED (acting through its Corporate and Investment Banking division) as agent of the otherFinance Parties (the Facility Agent);

(5) THE FINANCIAL INSTITUTIONS listed in Part I, Part II and Part III of Schedule 1 (The Lenders and Additional Guarantors) (the Lenders); and

(6) THE GUARANTORS listed in Part IV of Schedule 1 (The Lenders and Additional Guarantors) (the Additional Guarantors).

IT IS AGREED AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1. In this Agreement, unless the context dictates otherwise, the words and expressions set forth below shall bearthe following meanings and cognate expressions shall bear corresponding meanings:

1.1.1. Accession Letter means a document substantially in the form set out in Schedule 7 (Form of Accession Letter);

1.1.2. Accounting Principles means International Financial Reporting Standards as adopted by the InternationalAccounting Standards Board, to the extent applicable to the relevant Financial Statements;

1.1.3. Additional Borrower means any Subsidiary of the Original Borrower which becomes an Additional Borrowerin accordance with Clause 24.2 (Additional Borrowers);

1.1.4. Additional Guarantor means any Subsidiary of the Original Borrower which becomes an AdditionalGuarantor in accordance with Clause 24.4 (Additional Guarantors);

1.1.5. Additional Obligor means an Additional Borrower or an Additional Guarantor;

1.1.6. Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that personor any other Subsidiary of that Holding Company;

1.1.7. Agreement means this Amended and Restated Term and Revolving Credit Facilities Agreement and itsSchedules;

1.1.8. Amendment and Restatement Agreement means the written agreement entitled “Amendment and Restatement Agreement” entered into or to be entered into amongst the Parties on or about [●] September 2015 and pursuantto which the Original Form Term and Revolving Credit Facilities Agreement is amended and restated to bein the form attached thereto;

1.1.9. Amendment Date means the “Amendment Date” as defined in the Amendment and Restatement Agreement;

1.1.10. Annual Financial Statements has the meaning given to that term in Clause 19 (Information Undertakings);

1.1.11. Arrangers means the Mandated Lead Arrangers and the Co-Arrangers;


1.1.12. Auditors means as at the Signature Date KPMG, and otherwise one of PricewaterhouseCoopers, Ernst &Young, KPMG or Deloitte & Touche or alternatively any other firm approved in advance by the Facility Agent(acting reasonably);

1.1.13. Authorisation means an authorisation, consent, approval, resolution, licence, permit, exemption, filing,notarisation, lodgement or registration;

1.1.14. Availability Period means, subject to Clause 4.1 (Initial conditions precedent):

in relation to Facility A, the period commencing on the Effective Date and ending on the earlier of:

1.1.14.1.1. the date on which Facility A is cancelled in accordance with this Agreement; and

1.1.14.1.2. the date falling 30 (thirty) days after the Effective Date; and

in relation to Facility B, the period commencing on the Effective Date and ending on the earlier of:

1.1.14.2.1. the date on which Facility B is cancelled in accordance with this Agreement; and

1.1.14.2.2. the date falling 1 (one) Month prior to the Final Repayment Date;

1.1.15. Available Commitment means, in relation to a Facility, a Lender’s Commitment under that Facility minus:

the amount of its participation in any outstanding Loans under that Facility; and

in relation to any proposed Utilisation, the amount of its participation in any Loans that are due to be made under that Facility on or before the proposed Utilisation Date,

other than, in relation to any proposed Utilisation under Facility B only, that Lender’s participation in anyFacility B Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date;

1.1.16. Available Facility means, in relation to a Facility, the aggregate for the time being of each Lender’s AvailableCommitment in respect of that Facility;

1.1.17. Base Rate means, in relation to the determination of the rate of interest for any Interest Period:

in respect of which the relevant Interest Period is 1 (one) Month, 1 (one) month JIBAR;

in respect of which the relevant Interest Period is 3 (three) Months, 3 (three) month JIBAR; and

in respect of which the relevant Interest Period is 6 (six) Months, 6 (six) month JIBAR,

each in relation to the relevant Loan; provided that for any Broken Period the Base Rate shall be determinedin accordance with the following formula:

r = r1 + (t-t1) x (r2-r1) / (t2-t1)

Where:

r = the Base Rate to be determined;

r1 = the JIBAR rate for the period closest to but less than the Broken Period plus, if this would result in r1 being equal to the JIBAR Overnight Deposit Rate, 0,01%;

r2 = the JIBAR Rate for the period closest to but greater than the Broken Period;

t1 = the number of days applicable to the period for which r1 is quoted on the first day ofthe Broken Period;


t2 = the number of days applicable to the period for which r2 is quoted on the first day ofthe Broken Period; and

t = the number of days in the Broken Period;

1.1.18. Borrower means:

the Original Borrower; and/or

any Additional Borrower, which in each case has not ceased to be a Borrower in accordance with Clause24.3 (Resignation of a Borrower);

1.1.19. Breakage Costs means the amount (if any) by which:

the interest (excluding Margin) which a Lender should have received for the period from the date of receiptof all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Periodin respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on thelast day of that Interest Period;

exceeds:

the amount which that Lender would be able to obtain by placing an amount equal to the principal amountor Unpaid Sum received by it on deposit with a leading bank in the Johannesburg Interbank Market for aperiod starting on the Business Day following receipt or recovery and ending on the last day of the currentInterest Period;

1.1.20. Breakage Gains means the amount (if any) by which the amount referred to in Clause 1.1.19.2 exceeds the amount referred to in Clause 1.1.19.1;

1.1.21. Broken Period means, in relation to a Loan, the final Interest Period of that Loan, in each case only to theextent it is:

if a 1 (one) Month Interest Period is selected, less than 30 (thirty) days; or

if a 3 (three) Month Interest Period is selected, less than 91 (ninety-one) days;

if a 6 (six) Month Interest Period is selected, less than 180 (one-hundred and eighty) days;

1.1.22. Business Day means a day (other than a Saturday, a Sunday or official public holiday in South Africa withinthe meaning of the Public Holidays Act, 1994) on which banks are open for general business in Johannesburg;

1.1.23. Change of Control means, if any person or group of persons acting in concert gains direct or indirect controlof the Original Borrower after the Signature Date.

For the purpose of this Clause 1.1.23:

control means, in relation to the Original Borrower:

1.1.23.1.1. the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to :

1.1.23.1.1.1. cast, or control the casting of, more than:

1.1.23.1.1.1.1. if the shares are not Listed: 50% (fifty percent); or

1.1.23.1.1.1.2. for so long as the shares are Listed, unless another person or group of persons acting in concert has thepower to cast or control the power of casting a higher percentage of such votes, 35% (thirty-five percent),

of the maximum number of votes that might be cast at a general meeting of the Original Borrower; or

1.1.23.1.1.2. appoint or remove all, or the majority, of the directors or other equivalent officers of the OriginalBorrower; or


1.1.23.1.2. the holding beneficially and legally of more than 50% (fifty percent) of the issued ordinary share capital of the Original Borrower; and

acting in concert means, a group of persons who, pursuant to an agreement or understanding (whetherformal or informal), actively co-operate, through the acquisition directly or indirectly of shares in theOriginal Borrower by any of them, either directly or indirectly, to obtain or consolidate control of the Original Borrower;

1.1.24. Commitment means a Facility A Commitment or a Facility B Commitment;

1.1.25. Companies Act means the Companies Act, 2008;

1.1.26. Compliance Certificate means a certificate substantially in the form set out in Schedule 9 (Form of Compliance Certificate);

1.1.27. Confidential Information means all non-public information relating to the Original Borrower, any Obligor,the Group, the Finance Documents or a Facility of which a Finance Party becomes aware in its capacity as, orfor the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for thepurpose of becoming a Finance Party under, the Finance Documents or a Facility from either:

any member of the Group or any of its advisers; or

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from anymember of the Group or any of its directors, officers, employees or advisers,

in whatever form, and includes information given orally and any document, electronic file or any other wayof representing or recording information which contains or is derived or copied from such information butexcludes information that:

is or becomes public information other than as a direct or indirect result of any breach by that Finance Partyof Clause 35 (Confidentiality); or

is identified in writing at the time of delivery as non-confidential by any member of the Group or any of itsdirectors, officers, employees or advisers; or

is known by that Finance Party before the date the information is disclosed to it in accordance with Clauses1.1.27.1 or 1.1.27.2 above or is lawfully obtained by that Finance Party after that date from a source which is,as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as thatFinance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality;

1.1.28. Confidentiality Undertaking means a confidentiality undertaking substantially in the form set out inSchedule 5 (Form of Confidentiality Undertaking) hereto;

1.1.29. Constitutional Documents means, in respect of any person at any time, the then current and up-to-date constitutional documents of such person at such time (including, without limitation, such person’smemorandum of incorporation, certificate of incorporation, certificate of change of name, commercial registration certificate or trust deed);

1.1.30. Coverage Test has the meaning given in Clause 21.17 (Guarantors);

1.1.31. CP Documents means all of the documents and other evidence listed in Part I of Schedule 3 (Conditions Precedent);

1.1.32. CP Satisfaction Date means the date of the notice given by the Facility Agent pursuant to Clause 4.1 (Initial conditions precedent), being 13 December 2013;

1.1.33. Debt Guarantor means Opiconsivia Trading 305 (RF) Proprietary Limited, a private company dulyincorporated under the laws of South Africa with registration number 2013/013189/07;


1.1.34. Default means any event specified as an Event of Default or any event or circumstance specified in Clause 22(Events of Default) which would (with the expiry of any applicable grace period, the giving of notice, themaking of any determination under the Finance Documents or any combination of any of the foregoing) become an Event of Default;

1.1.35. Discharge Date means the date on which:

all the Facility Outstandings have been fully and unconditionally paid and discharged whether or not as aresult of enforcement; and

the Lenders have no commitment, obligations or liability (whether actual or contingent) to lend money orprovide other financial accommodation to any Obligor under any Finance Document;

in each case, as confirmed by the Facility Agent (acting on the instructions of all of the Lenders (actingreasonably));

1.1.36. Disruption Event means either or both of:

a material disruption to those payment or communications systems or to those financial markets which are,in each case, required to operate in order for payments to be made in connection with the Facilities (orotherwise in order for the transactions contemplated by the Finance Documents to be carried out) whichdisruption is not caused by, and is beyond the control of, any of the Parties; or

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

1.1.36.2.1. from performing its payment obligations under the Finance Documents; or

1.1.36.2.2. from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operationsare disrupted;

1.1.37. Distribution means any payment by way of interest, principal, dividend, capital reduction, return of capital,fee, royalty or other distribution of whatsoever nature and howsoever described (including a repurchase orredemption of shares and an issue of shares) by or on behalf of a company to or for the account of any memberor shareholder of that company, in its capacity as member or shareholder of that company, or in relation to aloan made by such shareholder to the company, in each case whether paid or payable and whether paid or payable in cash or in specie;

1.1.38. Driefontein Mine means the underground and opencast mining operations of the Original Borrower locatedin the magisterial district of Oberholzer in Gauteng Province and known as the Driefontein mining operations;

1.1.39. Effective Date means the date which is the earlier of:

the CP Satisfaction Date; or

the date on which the first Loan is made under this Agreement;

1.1.40. Encumbrance means:

any mortgage bond, notarial bond, pledge, lien, assignment or cession conferring security, hypothecation, asecurity interest, preferential right or trust arrangement or other encumbrance of the like securing anyobligation of any person;

any arrangement under which money or claims to, or for the benefit of, a bank or other account may beapplied, set off or made subject to a combination of accounts so as to effect discharge of any sum owed orpayable to any person; or

any other type of preferential agreement or arrangement (including any title transfer and retentionarrangement), the effect of which is the creation of a security interest;


1.1.41. Environment means humans, animals, plants and all other living organisms including the ecological systemsof which they form part and the following media:

air (including, without limitation, air within natural or man-made structures, whether above or below ground);

water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers); and

land (including, without limitation, land under water);

1.1.42. Environmental Claim means any claim, proceeding, formal notice or investigation by any person in respectof any Environmental Law;

1.1.43. Environmental Law means any applicable law or regulation which relates to:

the pollution or protection of the Environment;

harm to or the protection of human health;

the conditions of the workplace; or

the generation, handling, storage, use, release, emission or spillage of any substance which, alone or incombination with any other, is capable of causing harm to the Environment, including, without limitation,any waste;

1.1.44. Environmental Permits means any permit and other Authorisation and the filing of any notification, reportor assessment required under any Environmental Law for the operation of the business of any Obligorconducted on or from the properties owned or used by any Obligor;

1.1.45. Eskom means Eskom Holdings SOC Ltd, a public company duly incorporated under the laws of South Africawith registration number 2002/015527/06;

1.1.46. Eskom Guarantee Facility Agreements means the facility agreements entered into or to be entered intoamongst the Eskom Guarantee Facility Providers and members of the Group, pursuant to which the EskomGuarantee Facility Providers make available guarantee facilities, which in aggregate amount to not more thanZAR500,000,000, to the Group for the sole purpose of issuing guarantees in favour of Eskom, and which in each case shall be entered into on market related terms and terms and conditions usual for guarantee facilitiesof this nature;

1.1.47. Eskom Guarantee Facility Providers means the provider or providers of the guarantee facilities pursuant to the Eskom Guarantee Facility Agreements;

1.1.48. Event of Default means any event or circumstance specified as such in Clause 22 (Events of Default);

1.1.49. Existing Borrower Facility Agreement means the written agreement entitled “Term and Revolving FacilitiesAgreement” concluded amongst the Original Borrower, Nedbank Limited (as facility agent) and the lendersthereto on or about 28 November 2012, as amended and restated on or about 22 August 2013;

1.1.50. Existing Borrower Indebtedness means, in relation to the Original Borrower the indebtedness owing underthe Existing Borrower Facility Agreement;

1.1.51. Existing Lender has the meaning given to that term in Clause 23.1 (Cessions and delegations by the Lenders);

1.1.52. Ezulwini Mining Company means Ezulwini Mining Company Proprietary Limited, a private company dulyincorporated under the laws of South Africa with registration number 2004/028640/07;

1.1.53. Facility means Facility A or Facility B and Facilities means Facility A and Facility B;

1.1.54. Facility A means the term loan facility made available under this Agreement as described in Clause 2 (The Facilities);


1.1.55. Facility A Commitment means:

in relation to an Original Facility A Lender, the amount set out opposite its name under the heading “Facility A Commitment” in Schedule 2 (The Original Commitments); and

in relation to any other Lender, the amount of any Facility A Commitment transferred to it under thisAgreement,

to the extent not cancelled, reduced or transferred by it under this Agreement;

1.1.56. Facility A Loan means a loan made or to be made under Facility A or the principal amount outstanding forthe time being of that loan;

1.1.57. Facility B means the revolving loan facility made available under this Agreement as described in Clause 2(The Facilities);

1.1.58. Facility B Commitment means:

in relation to an Original Facility B Lender, the amount set out opposite its name under the heading “Facility B Commitment”; and

in relation to any other Lender, the amount of any Facility B Commitment transferred to it under thisAgreement,

to the extent not cancelled, reduced or transferred by it under this Agreement;

1.1.59. Facility B Loan means a loan made or to be made under Facility B or the principal amount outstanding forthe time being of that loan;

1.1.60. Facility Outstandings means, at any time, the aggregate of all amounts of principal, accrued and unpaidinterest and all and any other amounts due and payable to the Finance Parties under the Finance Documentsincluding, without limitation, any claim for damages or restitution and any claim as a result of any recoveryby an Obligor of a payment or discharge on the grounds of preference, and any amounts which would beincluded in any of the above but for any discharge, non-provability or unenforceability of those amounts in any insolvency or other proceedings;

1.1.61. Fee Letter means any letter or letters dated on or about the Signature Date between the Arrangers (or any ofthem) and the Original Borrower (or the Facility Agent and the Original Borrower) setting out any of the feesreferred to in Clause 11 (Fees);

1.1.62. Final Repayment Date means the date falling on the 3rd (third) anniversary of the First Utilisation Date;

1.1.63. Finance Documents means:

this Agreement;

the Consent Letter;

the Intercreditor Agreement;

any Fee Letter;

any Compliance Certificate;

any Accession Letter;

any Resignation Letter;

any Utilisation Request; and

any other document designated as such by the Facility Agent and the Original Borrower,


1.1.64. Finance Parties means the Mandated Lead Arrangers, the Co-Arrangers, the Facility Agent, each Lender and, upon accession to this Agreement and Finance Party means, as the context requires, any one of them;

1.1.65. Financial Covenants means the financial covenants set out in Clause 20.1 (Financial Condition);

1.1.66. Financial Indebtedness means, without double counting, any indebtedness for or in respect of:

moneys borrowed, or credit granted;

any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stockor any similar instrument;

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance withthe Accounting Principles, be treated as a finance or capital lease;

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

any amount raised under any other transaction (including any forward sale or purchase agreement) havingthe commercial effect of a borrowing;

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of that derivative transaction, only the marked to marketvalue (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction,that amount) shall be taken into account);

any amount raised by the issue of redeemable shares to the extent such shares are redeemable prior to theFinal Repayment Date;

any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letterof credit or any other instrument issued by a bank or financial institution; and

any amount of liability in respect of any purchase price for assets or services the payment of which isdeferred where the deferral of such price is either:

1.1.66.10.1. used primarily as a method of raising credit; or

1.1.66.10.2. not made in the ordinary course of business;

any agreement or option to reacquire an asset if one of the primary reasons for entering into such agreement or option is to raise finance;

the amount of any liability (including any contingent liabilities) in respect of any guarantee or indemnity forany of the items referred to in Clauses 1.1.66.1 to 1.1.66.9 above;

1.1.67. Financial Statements has the meaning given to that term in Clause 19 (Information Undertakings);

1.1.68. Financial Year means the annual accounting period of the Obligors ending on 31 December in each year;

1.1.69. First Utilisation Date means the date on which the Lenders advanced the first Loan under the Original FormTerm and Revolving Credit Facilities Agreement, being 13 December 2013;

1.1.70. Franco-Nevada Loan the loan owing by Ezulwini Mining Company to Franco-Nevada GLW Holdings Corp., Gold Wheaton Gold Corp., Franco-Nevada (Barbados) Corporation (previously known as Gold Wheaton(Barbados Corporation) and/or any one or more of their respective affiliates;

1.1.71. Franco-Nevada Loan Agreement means a written gold purchase agreement dated 5 November 2009concluded amongst Ezulwini Mining Company and Franco-Nevada GLW Holdings Corp., Gold Wheaton


Gold Corp. and Franco-Nevada (Barbados) Corporation (previously known as Gold Wheaton (BarbadosCorporation) pursuant to which the Franco-Nevada Loan is made available to Ezulwini Mining Company;

1.1.72. GFL means Gold Fields Limited, a public company duly incorporated under the laws of South Africa withregistration number 1968/004880/06;

1.1.73. Gold One Acquisition means the transaction announced by the Original Borrower in a SENS announcementon 21 August 2013, pursuant to which the Original Borrower may (depending on the fulfilment of certainsuspensive conditions set out in the Gold One Agreement), acquire a majority shareholding in Newshelf fromGold One International Limited in exchange for the issuance of shares in the share capital of the OriginalBorrower;

1.1.74. Gold One Agreement means the “Merger Agreement” concluded between the Original Borrower, Gold One International Limited and Newshelf on or about 16 August 2013 (as amended), pursuant to which the OriginalBorrower agrees to acquire a majority shareholding in Newshelf from Gold One International Limited on theterms and subject to the conditions set out therein;

1.1.75. Gold One Subsidiaries means:

Rand Uranium; and

Ezulwini Mining Company;

1.1.76. Group means the Original Borrower and each of its Subsidiaries from time to time;

1.1.77. Guarantor means:

the Original Borrower, with effect from the date upon which any Subsidiary of the Original Borrowerbecomes an Additional Borrower in accordance with Clause 24.2 (Additional Borrowers);

each Additional Borrower; and

each Additional Guarantor,

unless it has ceased to be a Guarantor in accordance with Clause 24.5 (Resignation of a Guarantor);

1.1.78. Holding Company means, in relation to a company or corporation, any other company or corporation inrespect of which it is a Subsidiary;

1.1.79. Intercreditor Agreement means the Intercreditor Agreement concluded between the Facility Agent, the DebtGuarantor and the Lenders on or about 10 December 2013;

1.1.80. Interest Payment Date means, in respect of a Loan, the last day of the Interest Period of that Loan and theFinal Repayment Date;

1.1.81. Interest Period means, in relation to a Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest);

1.1.82. JIBAR means, in relation to any Loan:

the applicable Screen Rate; or

(if no Screen Rate is available for the Interest Period of that Loan) the arithmetic mean of the rates (roundedupwards to four decimal places) as supplied to the Facility Agent, at its request, quoted by the ReferenceBanks to leading banks in the Johannesburg Interbank Market,

as of the Specified Time on the Quotation Day for the offering of deposits in ZAR for a period comparableto the Interest Period of the relevant Loan;

1.1.83. Johannesburg Interbank Market means the South African interbank market;


1.1.84. JSE means the Johannesburg Stock Exchange, a licensed financial exchange in terms of the Financial MarketsAct, 2012, as managed by JSE Limited, a public company duly incorporated in accordance with the laws ofSouth Africa with registration number 2005/022939/06, or any other financial exchange which operates as asuccessor exchange to the Johannesburg Stock Exchange;

1.1.85. JSE Listings Requirements means the listings requirements published by the JSE, as amended from time totime;

1.1.86. Lender means:

any Original Lender; and

any bank, financial institution, trust, fund or other entity which has become a Party in accordance withClause 23 (Changes to the Lenders),

which in each case has not ceased to be a Party in accordance with the terms of this Agreement;

1.1.87. Loan means a Facility A Loan or a Facility B Loan;

1.1.88. Majority Lenders means a Lender or Lenders whose Commitments aggregate more than 662/3% (sixty six and two thirds of a percent) of the Total Commitments (as reduced or cancelled pursuant to this Agreement);

1.1.89. Margin means:

in relation to any Facility A Loan, 2.75% (two comma seven five percent) per annum

in relation to any Facility B Loan, 2.85% (two comma eight five percent) per annum;

1.1.90. Material Adverse Effect means a material adverse effect on:

the business, operations, properties, assets or financial condition of the Group taken as a whole;

the ability of any Obligor to perform any of its financial or other material obligations under the FinanceDocuments; or

the validity or enforceability of any of the Finance Documents;

1.1.91. Month means a period starting on one day in a calendar month and ending on the numerically correspondingday in the next calendar month, except that:

(subject to Clause 1.1.91.3) if the numerically corresponding day is not a Business Day, that period shall endon the next Business Day in that calendar month in which that period is to end if there is one, or if there isnot, on the immediately preceding Business Day;

if there is no numerically corresponding day in the calendar month in which that period is to end, that periodshall end on the last Business Day in that calendar month; and

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end onthe last Business Day in the calendar month in which that Interest Period is to end.

The above rules will only apply to the last Month of any period;

1.1.92. New Lender has the meaning given to that term in Clause 23.1 (Cessions and delegations by the Lenders);

1.1.93. Newshelf means Newshelf 1114 Proprietary Limited, a private company duly incorporated under the lawsof South Africa with registration number 2010/018841/07;

1.1.94. Obligors means the Original Borrower, the Additional Borrowers and each Guarantor and Obligor means each or any of them (as the context may require);

1.1.95. Original Borrower means Sibanye Gold Limited, a public company duly incorporated under the laws ofSouth Africa with registration number 2002/031431/06;


1.1.96. Original Facility A Lender means the persons listed in Part I of Schedule 1 (The Lenders and Additional Guarantors);

1.1.97. Original Facility B Lender means the persons listed in Part II of Schedule 1 (The Lenders and Additional Guarantors);

1.1.98. Original Financial Statements means, in relation to the Original Borrower, its consolidated audited financialstatements for its Financial Year ended 31 December 2012;

1.1.99. Original Form Term and Revolving Credit Facilities Agreement means the written agreement entitled “Term and Revolving Credit Facilities Agreement” entered into among the Borrower and the Finance Parties on or about10 December 2013, as amended by a first addendum dated 13 March 2014, a second addendum dated 12 May 2014, a third addendum dated 22 July 2014 and a fourth addendum dated 13 August 2014 and to which theAdditional Guarantors acceded on or about 15 August 2014, as further amended by a fifth addendum datedon or about October 2014;

1.1.100. Original Lenders means:

the Original Facility A Lenders; and

the Original Facility B Lenders,

and Original Lender means, as the context requires, any one of them;

1.1.101. Parties means:

the Original Borrower;

upon accession to this Agreement, any Additional Borrower;

upon accession to this Agreement, any Additional Guarantor;

the Mandated Lead Arrangers;

the Co-Arrangers;

the Lenders; and

the Facility Agent,

and Party means, as the context requires, any of them;

1.1.102. Permitted Acquisition means:

the Gold One Acquisition;

any other acquisition which is not classified as a “Category 1 Transaction” of the Original Borrower in terms of the JSE Listings Requirements;

1.1.103. Permitted Disposal means any sale, lease, transfer or other disposal:

by an Obligor or any member of the Group of obsolete or redundant assets or assets which are no longerrequired for the efficient operation of the business of such Obligor or such member of the Group;

by an Obligor or any member of the Group in the ordinary course of its day-to-day business if that sale, lease, transfer or other disposal is not otherwise restricted by a term of any Finance Document;

by an Obligor to another Obligor;

by a member of the Group that is not an Obligor to another member of the Group that is not an Obligor;

by an Obligor to another member of the Group that is not an Obligor or a Project Finance Subsidiary onarm’s length terms;


by any member of the Group that is not a Project Finance Subsidiary to any Project Finance Subsidiary onarms' length terms, provided that the aggregate value of such disposal (whether in a single transaction or aseries of transactions) together with all other disposals and loans from all other members of the Group thatare not Project Finance Subsidiaries does not:

1.1.103.6.1. in respect of Burnstone, exceed ZAR900,000,000 from the Amendment Date up to the Final Discharge Date;and

1.1.103.6.2. in respect of other Project Finance Subsidiaries, exceed 5% (five percent) of the Consolidated Tangible NetWorth (as determined in accordance with the most recent Financial Statements) at any time up to the FinalDischarge Date;

by any member of the Group to any other person, other than a Project Finance Subsidiary, on arms' length,provided that:

1.1.103.7.1. aggregate value of such sales, leases, transfers or other disposals (whether in a single transaction or a seriesof transactions) does not exceed 15% (fifteen percent) of the Consolidated Tangible Net Worth (as determined in accordance with the most recent Financial Statements) in any Financial Year; and

1.1.103.7.2. the aggregate value of such sales, leases, transfers or other disposals (whether in a single transaction or aseries of transactions) does not exceed 25% (twenty five percent) of the Consolidated Tangible Net Worth (as determined in accordance with the most recent Financial Statements), in aggregate during the periodcommencing on the Amendment Date and ending on the Final Discharge Date;

by any member of the Group of assets (other than shares or its business) in exchange for other assetscomparable or superior as to type, value and quality;

by any member of the Group of cash equivalent investments for cash or in exchange for other cash equivalentinvestments;

by any member of the Group arising as a result of any Permitted Encumbrance; or

for which the Facility Agent (acting on the instructions of the Majority Lenders) has given its prior writtenconsent;

1.1.104. Permitted Encumbrance means:

any Encumbrance created prior to the First Utilisation Date which has been disclosed:

1.1.104.1.1. in writing to the Facility Agent prior to the Signature Date; or

1.1.104.1.2. in the Original Financial Statements,

and which only secures indebtedness outstanding or facilities available at the First Utilisation Date if theprincipal amount or original facility thereby secured is not increased after the First Utilisation Date(irrespective of the amount actually drawn under such original facility as at the First Utilisation Date);

any Encumbrances or Quasi-Encumbrances created in favour of the Debt Guarantor on or prior to theAmendment Date provided that the principal amount of all Financial Indebtedness which benefits fromany guarantee or indemnity provided by the Debt Guarantor together with any Financial Indebtedness thatbenefits from any Encumbrances or Quasi-Encumbrances permitted under Clause 1.1.104.16 does not exceed 5% (five percent) of the Consolidated Tangible Net Worth (as determined in accordance with the most recentFinancial Statements), as most recently measured before the creation of such Encumbrance or Quasi-Encumbrance;

any Encumbrance arising pursuant to or permitted under the Finance Documents;

any Encumbrance or Quasi-Encumbrance arising as a consequence of any title transfer or retention hirepurchase or conditional sale arrangement or any other arrangement having similar effect entered into by


any Obligor or other member of the Group in respect of goods supplied to a member of the Group or in thenormal course of the trading activities of that member of the Group;

any netting or set-off arrangement entered into by any member of the Group amongst themselves and anyfinancial institution in the ordinary course of its banking arrangements for the purpose of netting debit andcredit balances;

any netting or set-off arrangement pursuant to any hedging transaction entered into by a member of theGroup which constitutes Permitted Indebtedness;

any lien arising by operation of law and in the ordinary course of trading and not by reason of any default(whether in payment or otherwise) of any member of the Group;

any Encumbrance or Quasi-Encumbrance over or affecting any asset acquired by a member of the Groupafter the First Utilisation Date if:

1.1.104.8.1.1. the Encumbrance or Quasi-Encumbrance was not created in contemplation of the acquisition of that asset by the member of the Group;

1.1.104.8.1.2. the principal amount secured has not been increased in contemplation of, or since the acquisition of thatasset by the member of the Group; and

1.1.104.8.1.3. the Encumbrance or Quasi-Encumbrance is removed or discharged within 6 (six) Months of the date ofacquisition of such asset, unless such Encumbrance is otherwise permitted to exist in terms of this Clause1.1.104;

any Encumbrance or Quasi-Encumbrance over or affecting any asset of any company which becomes amember of the Group after the First Utilisation Date (other than the Gold One Subsidiaries), where theEncumbrance or Quasi-Encumbrance is created prior to the date on which that company becomes a memberof the Group, if:

1.1.104.9.1.1. the Encumbrance or Quasi-Encumbrance was not created in contemplation of the acquisition of thatcompany;

1.1.104.9.1.2. the principal amount secured has not increased in contemplation of or since the acquisition of that company; and

1.1.104.9.1.3. the Encumbrance or Quasi-Encumbrance is removed or discharged within 6 (six) Months of thatcompany becoming a member of the Group, unless such Encumbrance is otherwise permitted to exist interms of this Clause 1.1.104;

any Encumbrances or Quasi-Encumbrance granted in respect of Financial Indebtedness or any other debt orobligation incurred by a Project Finance Subsidiary over assets of, or the shares or interest in, or any debt or other obligations of, a Project Finance Subsidiary (or the shares or interests in a holding company whose only assets are the shares or interests in and claims against a Project Finance Subsidiary);

any Encumbrances or Quasi-Encumbrance securing the indebtedness under the Franco-Nevada Loan pursuant to the agreements in the form delivered to the Facility Agent pursuant to condition 4.2 of Schedule3 (Conditions Precedent) or in a form no more onerous to the Obligors than the form delivered to the FacilityAgent pursuant to condition 4.2 of Schedule 3 (Conditions Precedent);

any Encumbrance or Quasi-Encumbrance arising by operation of the rules and regulations of any clearingsystem or stock exchange over shares and/or other securities held in that clearing system or stock exchange;

any Encumbrances or Quasi-Encumbrance arising as a result of a Disposal which is a Permitted Disposal;

any Encumbrances or Quasi-Encumbrance arising as a consequence of any finance or capital leaseconstituting Permitted Indebtedness;


any Encumbrances or Quasi-Encumbrances over or affecting any asset of any member of the Group who isnot a Obligor or a Project Finance Subsidiary;

any Encumbrances or Quasi-Encumbrance securing indebtedness the principal amount of which (when aggregated with the principal amount of any Financial Indebtedness that has the benefit of anyEncumbrance or Quasi-Encumbrance which shall include an Encumbrance or Quasi-Encumbrance permitted under Clause 1.1.104.2 and exclude an Encumbrance or Quasi-Encumbrance permitted under theother sub-clauses of this Clause 1.1.104) does not exceed 5% (five percent) of the Consolidated Tangible NetWorth (as determined in accordance with the most recent Financial Statements), as most recently measuredbefore the creation of such Encumbrance or Quasi-Encumbrance;

any Encumbrances or Quasi-Encumbrance over cash in respect of any environmental bond, rehabilitationbond or guarantee or any similar arrangement which any member of the Group is required to issue under any applicable Environmental Law;

any Encumbrance over cash standing to the credit of a bank account in an amount equal to the FinancialIndebtedness incurred under or in connection with a guarantee, bond or escrow arrangement required as a confirmation of certainty of funds available in connection with an offer made or to be made by an Obligorto acquire shares in another person, provided that the aggregate amount of all Encumbrances permitted under this Clause 1.1.104.17 does not exceed the lower of (i) the Financial Indebtedness which is securedthereby and (ii) an aggregate amount of ZAR600,000,000;

arising under the Eskom Guarantee Facility Agreements in the form of an Encumbrance over cash standingto the credit of a bank account and provided in favour of an Eskom Guarantee Facility Provider in connectionwith the issuance of guarantees by the Eskom Guarantee Facility Provider in favour of Eskom from time totime; and

any other Encumbrance or Quasi-Encumbrance created with the prior written consent of the Facility Agent(acting on the instructions of the Majority Lenders);

1.1.105. Permitted Indebtedness means any Financial Indebtedness:

arising under the Finance Documents;

arising under any environmental bond, rehabilitation bond or guarantee or any similar arrangement whichany member of the Group is required to issue under any applicable Environmental Law;

arising under any derivative transaction which does not have the commercial effect of borrowing enteredinto in connection with protection against or benefit from fluctuation in any rate or price but not forspeculative purposes (other than any amount which constitutes the marked to market value realised on such derivative transaction that has not been discharge within 2 (two) Business Days of the date on which suchamount arose, and other than any amount due as a result of the termination, close-out, restructure or refinancing of that derivative transaction that has not been discharged within 2 (two) Business Days of thedate on which such amount arose);

of any member of the Group existing and available on the First Utilisation Date;

of any person that becomes a member of the Group from time to time, provided that such Financial Indebtedness existed at the time that such person became a member of the Group and was not created inanticipation thereof;

between members of the Group to the extent incurred for the purpose of financing general corporate andworking capital requirements;

arising under the Eskom Guarantee Facility Agreements;

not falling within any of the other sub-clauses of this Clause 1.1.105, provided that the aggregate amount of all Financial Indebtedness (other than Financial Indebtedness of Obligors and Project Finance Subsidiaries)permitted under this Clause 1.1.105.8 does not at the time of incurrence thereof exceed 7.5% (seven point


five percent) of the Consolidated Tangible Net Worth (as determined in accordance with the most recentFinancial Statements);

created or incurred with the prior written consent of the Facility Agent (acting on the instructions of theMajority Lenders) whether prior to or after the Amendment Date;

1.1.106. Permitted Transferee means any person listed in Schedule 12 (List of Permitted Transferees);

1.1.107. Project means any undertaking or business enterprise in relation to the development, refurbishment design, construction, erection, commissioning, operation and maintenance of any asset for the Group;

1.1.108. Project Finance Subsidiaries means, collectively:

Sibanye Gold Eastern Operations Proprietary Limited (previously known as Southgold Exploration Proprietary Limited);

K2013164354 Proprietary Limited; and

any other company or other entity (excluding the Obligors) that:

1.1.108.3.1. has not since the Amendment Date received Distributions, loans, assets or the benefit of any guaranteesfrom any member of the Group which in aggregate together with Distributions, loans, assets, and the benefit of any guarantees received by Project Finance Subsidiaries from any other member of the Groupexceed 5% of Consolidated Tangible Net Worth; and

1.1.108.3.2. whose sole business is, and remains a Project,

and to the extent that such company or entity mentioned in this Clause 1.1.108 owes Financial Indebtednessto persons who are not members of the Group none of the creditors in respect of such FinancialIndebtedness have recourse in respect of such Financial Indebtedness to any member of the Group otherthan indebtedness secured only by way of security over shares or interests in or obligations owing by suchcompany or entity and other than Financial Indebtedness not otherwise prohibited by this Agreement andProject Finance Subsidiary means any one of them individually as the context requires;

1.1.109. Quasi-Encumbrance means an arrangement or transaction under which:

an Obligor sells, transfers or otherwise disposes of any of its assets on terms whereby they are or may beleased to or re-acquired by that or any other Obligor;

an Obligor sells, transfers or otherwise disposes of its receivables on recourse terms; or

money or the benefit of a bank account of an Obligor may be applied, set-off or made subject to a combination of accounts to, against or with that of a person that is not an Obligor,

or any other preferential agreement or arrangement to which an Obligor is a party having a similar effect tothat described in Clauses 1.1.109.1 to 1.1.109.3, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness;

1.1.110. Quotation Day means, in relation to any period for which an interest rate is to be determined, the first day ofthat period;

1.1.111. Rand Uranium means Rand Uranium Proprietary Limited, a private company duly incorporated under thelaws of South Africa with registration number 2007/007531/07;

1.1.112. Reference Banks means the principal Johannesburg offices of Absa Bank Limited, FirstRand Bank Limited,Nedbank Limited, Investec Bank Limited and The Standard Bank of South Africa Limited or such other banksas may be appointed by the Facility Agent in consultation with the Original Borrower;

1.1.113. Repayment Date means each of the dates falling 6 (six), 12 (twelve), 18 (eighteen), 24 (twenty-four) and 30 (thirty) Months after the First Utilisation Date and the Final Repayment Date, provided that if any such dateis not a Business Day, then the relevant Repayment Date shall be the next succeeding Business Day unless


such next succeeding Business Day falls in the next calendar month, in which event the relevant RepaymentDate shall be the immediately preceding Business Day;

1.1.114. Repayment Instalment means, in respect of Facility A and each Repayment Date, the amount set out alongside such date as set out in the table below:

Repayment Date Facility A Repayment Instalment

6 Months anniversary of the First Utilisation Date ZAR250,000,000





Final Repayment Date ZAR750,000,000

Any prepayment of the Facility A Loan in accordance with Clause 7.6 (Voluntary Prepayment of Loans) shall reduce the Repayment Instalments in order of maturity, with the prepayment amount being applied first tothe Repayment Instalment due on the immediately following Repayment Date falling after that prepayment,or in such other order as the Original Borrower may notify the Facility Agent in writing by no later than 5(five) Business Days prior to the relevant Repayment Date;

1.1.115. Repeating Representations means each of the representations and warranties set out in Clause 18(Representations) (other than the representations and warranties set out in Clause 18.9 (No filing or stamp taxes), Clause 18.11 (No misleading information) and Clause 18.14 (No proceedings pending or threatened));

1.1.116. Representative means any representative, delegate, agent, manager, administrator, nominee, attorney, trusteeor custodian;

1.1.117. Resignation Letter means a letter substantially in the form set out in Schedule 8 (Form of Resignation Letter);

1.1.118. Restricted Party means a person that is: (i) listed on, or owned or controlled by a person listed on, or actingon behalf of a person listed on, any Sanctions List; (ii) located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person located in or organized under the lawsof a country or territory that is the target of country-wide or territory-wide Sanctions; or (iii) otherwise a target of Sanctions (target of Sanctions signifying a person with whom a US person or other national of a SanctionsAuthority would be prohibited or restricted by law from engaging in trade, business or other activities);

1.1.119. Retiring Guarantor has the meaning given to it in Clause 17.8 (Release of Guarantors’ right of contribution);

1.1.120. Rollover Loan means one or more Facility B Loans:

made or to be made on the same day that a maturing Facility B Loan is due to be repaid;

the aggregate amount of which is equal to or less than the amount of the maturing Facility B Loan; and

made or to be made to the Borrower for the purpose of refinancing a maturing Facility B Loan;

1.1.121. Sanctions means the economic sanctions laws, regulations, embargoes or restrictive measures administered,enacted or enforced by: (i) the United States government, (ii) the United Nations, (iii) the European Union,(iv) the United Kingdom, (v) the Republic of France, (vi) the Council of Europe, (vii) the Commonwealth ofAustralia or (viii) the respective governmental institutions and agencies of any of the foregoing, including,without limitation, the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the US Department of Commerce, the United States Department of State, Her Majesty’s Treasury (HMT) and the French Ministry of Finance (together, the Sanctions Authorities);


1.1.122. Sanctions List means the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC, the Consolidated List of Financial Sanctions Targets and the Investment Ban List maintained by HMT, or anysimilar list maintained by, or public announcement of Sanctions designation made by, any of the SanctionsAuthorities, each as amended, supplemented or substituted from time to time;

1.1.123. Screen Rate means the mid-market rate for deposits in ZAR for the relevant period which appears on theReuters Screen SAFEY Page alongside the caption YLD at the applicable time. If the agreed page is replaced or service ceases to be available, the Facility Agent may specify another page or service displaying theappropriate rate after consultation with the Original Borrower and the Lenders;

1.1.124. Semi-Annual Financial Statements has the meaning given to that term in Clause 19 (Information Undertakings);

1.1.125. Shared Services Pty Ltd means Sibanye Gold Shared Services Proprietary Limited, a private company dulyincorporated under the laws of South Africa with registration number 2002/020775/07 (previously known asGold Fields Shared Services Proprietary Limited);

1.1.126. Signature Date means 10 December 2013;

1.1.127. South Africa means the Republic of South Africa;

1.1.128. Specified Time means a time determined in accordance with Schedule 10 (Timetables);

1.1.129. Subsidiary means a “subsidiary” as defined in the Companies Act and shall include any person who would,but for not being a “company” under the Companies Act, qualify as a “subsidiary” as defined in the CompaniesAct;

1.1.130. Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including anypenalty or interest payable in connection with any failure to pay or any delay in paying any of the same);

1.1.131. Term means the period commencing on the Effective Date and ending on the Discharge Date;

1.1.132. [Total Commitments means the aggregate of the Total Facility A Commitments and the Total Facility BCommitments, being ZAR4,000,000,000 (Four Billion Rand) at the Amendment Date;

1.1.133. Total Facility A Commitments means the aggregate of the Facility A Commitments, being ZAR1,250,000,000(One Billion Five Hundred Million Rand) as at the Amendment Date;

1.1.134. Total Facility B Commitments means the aggregate of the Facility B Commitments;

1.1.135. Transfer has the meaning given to that term in Clause 23.1 (Cessions and delegations by the Lenders);

1.1.136. Transfer Certificate means a certificate substantially in the form set out in Schedule 6 (Form of Transfer Certificate) or any other form agreed between the Facility Agent and the Borrower;

1.1.137. Transfer Date means, in relation to a Transfer, the later of:

the proposed Transfer Date specified in the Transfer Certificate; and

the date on which the Facility Agent executes the Transfer Certificate;

1.1.138. Unpaid Sum means any sum due and payable but unpaid by an Obligor under the Finance Documents;

1.1.139. USD Revolving Credit Facility Agreement means the written agreement entitled "Facility Agreement" entered into or to be entered into between, inter alia, the Original Borrower Bank of America Merrill LynchInternational Limited and HSBC Bank Plc on or about August 2015 and pursuant to which a revolving creditfacility up to USD400,000,000 is made available to, inter alia, the Original Borrower;

1.1.140. Utilisation means a utilisation of a Facility;

1.1.141. Utilisation Date means the date of a Utilisation, being the date on which the relevant Loan is to be made;


1.1.142. Utilisation Request means a notice substantially in the form set out in Schedule 4 (Form of Utilisation Request);

1.1.143. VAT means (i) any value added tax as provided for in the Value Added Tax Act, 1991, (ii) any general servicetax and (iii) any other tax of a similar nature; and

1.1.144. ZAR means South African Rand, the lawful currency of South Africa.

1.2. Financial Definitions

In this Agreement, the accounting expressions set forth below shall bear the following meanings:

1.2.1. Cash means cash as determined in accordance with the Accounting Principles and for so long as:

that cash is repayable on demand or within 90 (ninety) days after the relevant date of calculation;

repayment of that cash is not contingent on the prior discharge of any other indebtedness of any member ofthe Group or of any other person whatsoever or on the satisfaction of any other condition other than noticeor demand therefor (but not exceeding the period of demand referred to in Clause 1.2.1.1);

there is no Encumbrance over that cash other than the Permitted Encumbrance referred to in Clause1.1.104.18 and

the cash is freely and (except as mentioned in Clause 1.2.1.1) immediately available to be applied in repayment or prepayment of the Facilities;

1.2.2. Cash Equivalents means, at any time, cash equivalents as determined in accordance with the AccountingPrinciples, in each case to which any member of the Group is alone (or together with other members of theGroup beneficially entitled at that time) and which is not issued or guaranteed by any member of the Groupor subject to any Encumbrance;

1.2.3. Consolidated EBITDA means, in respect of any Measurement Period, the consolidated net income of theGroup (less the net income of any Project Finance Subsidiary but including dividends received in cash by anymember of the Group from a Project Finance Subsidiary) before, without duplication and all as calculated in accordance with the Accounting Principles:

any provision on account of normal, deferred and royalty taxation;

any interest, commission, discounts or other fees incurred or payable, received or receivable by any memberof the Group in respect of indebtedness;

any other interest received or receivable by any member of the Group on any deposit or bank account;

any non-cash adjustments to the environment rehabilitation and/or reclamation expenses;

any amount attributable to the amortisation of intangible assets and depreciation of tangible assets;

any non-cash gains or losses relating to and resulting from the marked to market valuation of derivativeand/or financial instruments;

any gains or losses recognised on the attributable share of results of associates after tax, but including anydividends received in cash by any member of the Group from such associate;

any losses from (or gains on the reversal of previously recognised) write-downs or impairments of assetsand/or investments;

any share-based payments;

any other extraordinary or exceptional items; and

any other material non-cash gain or loss that needs to be accounted for under the Accounting Principles;


1.2.4. Consolidated Net Borrowings means, at any time, the aggregate amount of all obligations of the members ofthe Group (other than Project Finance Subsidiaries) (but including, for the avoidance of doubt, any obligationsof any other member of the Group in respect of the obligations of a Project Finance Subsidiary) for or in respect of Financial Indebtedness (other than Financial Indebtedness incurred for or in respect of Clause 1.1.66.7 and Clause 1.1.66.9 to the extent not closed-out and/or called or a demand has been made thereunder andconsequently constituting Financial Indebtedness but excluding any such obligations to any member of theGroup (other than a Project Finance Subsidiary), adjusted to take into account the aggregate amount of Cashand Cash Equivalents held by any member of the Group (other than Project Finance Subsidiaries) and so thatno amount shall be included or excluded more than once;

1.2.5. Consolidated Net Finance Charges means, in respect of any Measurement Period, the aggregate amount of the interest (including the interest element of leasing and hire purchase payments and capitalised interest),commission, fees, discounts and other finance payments payable by any member of the Group (other than Project Finance Subsidiaries) (including any commission, fees, discounts and other finance payment payableby any member of the Group under any interest rate hedging arrangement but deducting any commission,fees, discounts and other finance payments receivable by any member of the Group under any interest ratehedging instrument) but deducting any other interest receivable by any member of the Group on any depositor bank account;

1.2.6. Consolidated Tangible Net Worth means, at any time, the “Total Equity” as reported in the “Consolidated Statement of Changes in Equity” in the latest Annual Financial Statements of the Original Borrower deliveredto the Facility Agent pursuant to the Clause 19.3 (Financial Statements) minus any goodwill and intangibles;

1.2.7. EBITDA means, in respect of any member of the Group, in respect of any Measurement Period, the net incomeof that member of the Group before, without duplication and all as calculated in accordance with theAccounting Principles:

any provision on account of normal, deferred and royalty taxation;

any interest, commission, discounts or other fees incurred or payable, received or receivable by that memberof the Group in respect of indebtedness;

any other interest received or receivable by that member of the Group on any deposit or bank account;

any non-cash adjustments to the environment rehabilitation and/or reclamation expenses;

any amount attributable to the amortisation of intangible assets and depreciation of tangible assets;

any non-cash gains or losses relating to and resulting from the marked to market valuation of derivativeand/or financial instruments;

any gains or losses recognised on the attributable share of results of associates after tax, but including any dividends received in cash by that member of the Group from such associate;

any losses from (or gains on the reversal of previously recognised) write-downs or impairments of assetsand/or investments;

any share-based payments;

any other extraordinary or exceptional items; and

any other material non-cash gain or loss that needs to be accounted for under the Accounting Principles;

1.2.8. Financial Half Year means the period commencing on the day after the end of a Financial Year and endingon the next Half Year Date;

1.2.9. Financial Quarter means the period of 3 (three) months ending on each of 31 March, 30 June, 30 Septemberand 31 December of each calendar year;

1.2.10. Half Year Date means 30 June of each calendar year;


1.2.11. Measurement Date means the last day of the Original Borrower’s Financial Year and the Half Year Date; and

1.2.12. Measurement Period means each period of 12 (twelve) months ending on the last day of each of the Original Borrower’s Financial Years occurring after the Signature Date and each period of 12 (twelve) months endingon each Half Year Date occurring after the Signature Date.

1.3. Construction

1.3.1. Unless a contrary indication appears, any reference in this Agreement to:

any Mandated Lead Arranger, Co-Arranger, the Facility Agent, any Finance Party, any Lender, any Obligor or any Party shall be construed so as to include its successors in title, permitted cessionaries andpermitted transferees;

assets includes present and future properties, revenues and rights of every description;

authority includes any court or any governmental, intergovernmental or supranational body, agency,department or any regulatory, self-regulatory or other authority;

a Finance Document or any other agreement or instrument includes (without prejudice to any prohibitionon amendments) all amendments (however fundamental) to, or novations of, that Finance Document orother agreement or instrument, including any amendment or novation providing for any increase in theamount of a facility or any additional facility or replacement facility;

the use of the word including followed by specific examples will not be construed as limiting the meaningof the general wording preceding it, and the eiusdem generis rule must not be applied in the interpretation of such general wording or such specific examples;

indebtedness includes any obligation (whether incurred as principal or as surety) for the payment orrepayment of money, whether present or future, actual or contingent;

a person includes any individual, firm, company, corporation, government, state or agency of a state or anyassociation, trust, joint venture, consortium or partnership (whether or not having separate legalpersonality);

a regulation includes any regulation, rule, official directive, request or guideline (whether or not having theforce of law but, if not having the force of law, being of a type with which any person to which it applies isaccustomed to comply) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

unconditionally means, in relation to the payment of any amount to a person, where such amount cannotlawfully be required to be repaid or refunded by that person pursuant to the provisions of the CompaniesAct, 1973, the Companies Act, the Insolvency Act, 1936 or any other law relating to insolvency of generalapplication;

a provision of law is a reference to that provision as amended or re-enacted; and

a time of day is a reference to Johannesburg time.

1.3.2. Section, Clause and Schedule headings are for ease of reference only.

1.3.3. Unless a contrary indication appears, a term used in any other Finance Document or in any notice given underor in connection with any Finance Document has the same meaning in that Finance Document or notice as inthis Agreement.

1.3.4. A Default (other than an Event of Default) is continuing if it has not been remedied or waived and an Event of Default is continuing if it has not been waived.


1.3.5. If any provision in a definition is a substantive provision conferring rights or imposing obligations on anyParty, notwithstanding that it appears only in an interpretation Clause, effect shall be given to it as if it werea substantive provision of the relevant Finance Document.

1.3.6. Unless inconsistent with the context, an expression in any Finance Document which denotes the singularincludes the plural and vice versa.

1.3.7. The Schedules to any Finance Document form an integral part thereof and a reference to a Clause or a Schedule is a reference to a Clause of, or a schedule to, this Agreement.

1.3.8. The rule of construction that, in the event of ambiguity, a contract shall be interpreted against the partyresponsible for the drafting thereof, shall not apply in the interpretation of the Finance Documents.

1.3.9. The expiry or termination of any Finance Documents shall not affect those provisions of the FinanceDocuments that expressly provide that they will operate after any such expiry or termination or which ofnecessity must continue to have effect after such expiry or termination, notwithstanding that the Clausesthemselves do not expressly provide for this.

1.3.10. The Finance Documents shall to the extent permitted by applicable law be binding on and enforceable by theadministrators, trustees, permitted cessionaries, business rescue practitioners or liquidators of the Parties as fully and effectually as if they had signed the Finance Documents in the first instance and reference to anyParty shall be deemed to include such Party’s administrators, trustees, permitted cessionaries, business rescuepractitioners or liquidators, as the case may be.

1.3.11. Where figures are referred to in numerals and in words in any Finance Document, if there is any conflictbetween the two, the words shall prevail.

1.3.12. Unless a contrary indication appears, where any number of days is to be calculated from a particular day,such number shall be calculated as including that particular day and excluding the last day of such period.

1.3.13. For the purposes of Clause 22.8 (Creditors’ process), Clause 22.10 (Loss of Mining Rights) and Clause 22.12(Expropriation), material part of the assets or revenues of an Obligor shall in relation to the relevant Obligor be construed as assets or revenues, as the case may be, which, together with any other assets or revenues ofthe Group that have been seized, nationalised, expropriated or compulsorily acquired, or affected by anyexpropriation, attachment, sequestration, distress or execution, after the Signature Date, comprises not lessthan 10% (ten percent) of the Consolidated EBITDA or gross assets of the Group or assets which contribute not less than 10% (ten percent) towards the Consolidated EBITDA.

1.4. Third party rights

1.4.1. Except as expressly provided for in this Agreement or in any other Finance Document, no provision of anyFinance Document constitutes a stipulation for the benefit of any person who is not a party to that FinanceDocument.

1.4.2. Notwithstanding any term of any Finance Document, the consent of any person who is not a party to thatFinance Document is not required to rescind or vary that Finance Document at any time except to the extentthat the relevant variation or rescission (as the case may be) relates directly to the right conferred upon any applicable third party under a stipulation for the benefit of that party that has been accepted by that thirdparty.

1.5. Finance Parties’ rights and obligations

1.5.1. The obligations of each Finance Party under the Finance Documents are separate and independent. Failureby a Finance Party to perform its obligations under the Finance Documents does not affect the obligations ofany other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.


1.5.2. The rights of each Finance Party under or in connection with the Finance Documents are separate andindependent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.

1.5.3. A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights underthe Finance Documents, save that the Lenders shall, when granting approvals, extensions or waivers underthe Finance Documents, or issuing any notices (other than legal notices) or communication pursuant to anyFinance Document, act through the Facility Agent.

1.6. Obligors’ Agent

1.6.1. Each Obligor (other than the Original Borrower) by its execution of this Agreement or an Accession Letterirrevocably appoints the Original Borrower to act on its behalf as its agent in relation to the FinanceDocuments and irrevocably authorises:

the Original Borrower on its behalf to supply all information concerning itself contemplated by thisAgreement to the Finance Parties and to give all notices and instructions (including, in the case of aBorrower, Utilisation Requests), to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by that Obligor notwithstanding thatthey may affect that Obligor, without further reference to or the consent of that Obligor; and

each Finance Party to give any notice, demand or other communication to that Obligor pursuant to theFinance Documents to the Original Borrower,

and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions(including, without limitation, any Utilisation Requests) or executed or made the agreements or effected theamendments, supplements or variations, or received the relevant notice, demand or other communication.

1.6.2. Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Original Borrower or given to the Original Borrower under anyFinance Document on behalf of another Obligor or in connection with any Finance Document (whether or notknown to any other Obligor and whether occurring before or after such other Obligor became an Obligorunder any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expresslymade, given or concurred with it. In the event of any conflict between any notices or other communicationsof the Original Borrower and any other Obligor, those of the Original Borrower shall prevail.

1.7. Acknowledgement of Terms of the Intercreditor Agreement

The Obligors hereby expressly acknowledge the terms of the Intercreditor Agreement and confirm that noneof them has any rights or obligations thereunder or in respect thereof.

1.8. Instructions to Facility Agent

1.8.1. Unless otherwise expressly stated in this Agreement or any other Finance Document, any action to be takenor expressed to be taken by the Facility Agent under or in respect of this Agreement or any other FinanceDocument shall be taken by the Facility Agent acting in accordance with the instructions given to it orauthority granted to it under the Intercreditor Agreement as read with this Agreement (and the Obligors shallbe obliged and entitled to assume without further enquiry that the Facility Agent is acting in accordance with the terms of the Intercreditor Agreement).

1.8.2. No Obligor shall be obliged, nor entitled, to act in accordance with any notice given to it pursuant to anyFinance Document unless such notice is given by the Facility Agent irrespective of the delivery of anyconflicting notice by or on behalf of any other Finance Party.

2. THE FACILITIES

2.1. Subject to the terms of this Agreement, the Original Facility A Lenders made available a ZAR term loan facilityin an aggregate amount equal to the Total Facility A Commitments.


2.2. Subject to the terms of this Agreement, the Lenders make available to the Borrower a ZAR revolving loan facilityin an aggregate amount equal to the Total Facility B Commitments.

3. PURPOSE

3.1. Purpose

The Borrower shall apply amounts borrowed by it under the Facilities in the following manner:

3.1.1. to repay, in full, the Existing Borrower’s Indebtedness on the First Utilisation Date; and

3.1.2. the remainder of the Facilities not applied in accordance with Clause 3.1.1, as well as all amounts that becomeavailable for redraw under Facility B following a repayment of a Facility B Loan, shall be applied in financingthe Group’s ongoing capital expenditure, working capital and general corporate expenditure requirements.

3.2. Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to thisAgreement.

4. CONDITIONS OF UTILISATION

4.1. Initial conditions precedent

No Lender shall be obliged to make any Loan under any Facility unless the Facility Agent has confirmed, bynotice in writing to the other Finance Parties and the Borrower, that:

4.1.1. all of the CP Documents have been delivered to the Facility Agent in a form and in substance satisfactory tothe Facility Agent (acting on the instructions of all of the Lenders (acting reasonably)); or

4.1.2. to the extent that any CP Documents are not in a form and in substance satisfactory to the Facility Agent(acting on the instructions of all of the Lenders (acting reasonably)) or have not been delivered, the FacilityAgent has, pursuant to Clause 4.3 (Waiver or Deferral of Conditions Precedent), waived or deferred delivery ofthose CP Documents which are not in a form and in substance satisfactory to it or which have not been delivered.

4.2. Further conditions precedent

Subject to Clause 4.1 (Initial conditions precedent), the Lenders will only be obliged to comply with Clause 5.4(Lenders’ participation) in relation to a Utilisation if, in the opinion of the Facility Agent (acting on the instructions of all of the Lenders (acting reasonably)), on the date of the Utilisation Request and on the proposed UtilisationDate:

4.2.1. no Default is continuing or would result from the proposed Utilisation; and

4.2.2. in relation to the Utilisations made on the First Utilisation Date, all the representations and warranties inClause 18 (Representations) or, in relation to any other Utilisation, the Repeating Representations to be madeby each Obligor are true, accurate and complete in all material respects.

4.3. Waiver or deferral of conditions precedent

4.3.1. Satisfaction of any of the conditions set out in Clause 4.1 (Initial Conditions Precedent) and Clause 4.2 (Further Conditions Precedent) may be waived or deferred by the Facility Agent (acting on the instructions of all theLenders).

4.3.2. Waiver or deferral of:

the condition of the delivery of any of the CP Documents either at all or in a form and in substancesatisfactory to the Facility Agent; or

any of the conditions in any Finance Document,


shall not prejudice the right of the Facility Agent to require subsequent fulfilment of such condition in awritten notice to this effect, delivered at the time of such waiver or deferral (as applicable) and, unless otherwise specified in any written notice waiving or deferring fulfilment of such condition, such conditionshall be fulfilled by the Borrower within 10 (ten) Business Days of the date of the written notice waiving ordeferring fulfilment of such condition.

4.3.3. The advance of any Loan under any of the Facilities in circumstances where a Lender was not obliged toadvance such a Loan because of any condition referred to in or contemplated by Clause 4.1 (Initial Conditions Precedent) or Clause 4.2 (Further Conditions Precedent) not having been satisfied, waived or deferred pursuantto this Clause 4.3 shall constitute a valid advance of such Loan made subject to and in accordance with theprovisions of this Agreement and the other relevant Finance Documents.

4.4. Termination

If the Effective Date has not occurred on or before 13 December 2013, or such later date as may be agreed toin writing between the Facility Agent and the Original Borrower on or before 12 December 2013, then theFacility Agent (acting on the instructions of all the Lenders) shall be entitled to cancel this Agreement and allof the Finance Documents by written notice to the Original Borrower. Such cancellation shall be withoutprejudice to any Obligor’s obligations under Clause 16 (Costs and Expenses) to pay any costs, fees, expenses ortaxes then due and payable provided for therein and the provisions of Clause 25 (Role of the Arrangers), Clause 28 (Payment Mechanics), Clause 30 (Notices) and Clauses 35 (Confidentiality) to 44 (Governing Law and Jurisdiction) shall remain in force for such purpose.

5. UTILISATION

5.1. Delivery of a Utilisation Request

A Borrower (or the Original Borrower on its behalf) may utilise a Facility during the Availability Period bydelivery to the Facility Agent of a duly completed Utilisation Request by not later than the Specified Time inrelation to the proposed Utilisation Date (or such other time as may be agreed to in writing between the FacilityAgent (acting on the instructions of all Lenders under a Facility) and the Borrower).

5.2. Completion of a Utilisation Request

5.2.1. Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

it identifies the Facility to be utilised;

the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility;

the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount);

it identifies the proposed first Interest Period and that Interest Period complies with Clause 9 (Interest Periods);

it specifies a bank account in South Africa into which the relevant Borrower wishes the proceeds of the Loanbe paid into; and

in respect of the Utilisation Requests relating to Loans to be advanced on the First Utilisation Date, theOriginal Borrower has specified that the proposed amount to be advanced under Facility A isZAR2,000,000,000 (Two Billion Rand).

5.2.2. Only 1 (one) Loan may be requested in each Utilisation Request.

5.2.3. A maximum of 1 (one) Utilisation Request may be delivered under Facility A.

5.2.4. Only 1 (one) Utilisation Request in relation to Facility B may be outstanding at any point in time and amaximum of 2 (two) Utilisation Requests may be delivered under Facility B in any Month during theAvailability Period.


5.3. Currency and amount

5.3.1. The currency specified in a Utilisation Request must be ZAR.

5.3.2. The amount of the proposed Loan must be an amount which is not more than the Available Facility and whichis a minimum of ZAR50,000,000 (Fifty Million Rand) or, if less, the Available Facility.

5.3.3. The proposed Loan together with the aggregate of the relevant Loans still outstanding under the relevantFacility on the proposed Utilisation Date must not exceed the amount available under the relevant Facility.

5.4. Lenders’ participation

5.4.1. If the conditions set out in this Agreement in relation to a Utilisation have been met, each Lender shall makeits participation in each Loan available by the Utilisation Date

5.4.2. The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its AvailableCommitment to the Available Facility immediately prior to making the Loan.

5.4.3. The Facility Agent shall notify each Lender of the amount of each Loan and the amount of its participation inthat Loan, in each case, by the Specified Time.

5.5. Cancellation of Commitment

5.5.1. The Facility A Commitments which, at that time, are unutilised shall be immediately cancelled at the end ofthe Availability Period for Facility A.

5.5.2. The Facility B Commitments which, at that time, are unutilised shall be immediately cancelled at the end ofthe Availability Period for Facility B.

5.6. Maximum number of Loans

The Borrower may not deliver a Utilisation Request under Facility B if as a result of the proposed Utilisation(and after consolidation of any Loans pursuant to Clause 9.2 (Consolidation of Facility B Loans) more than 10 (ten) Facility B Loans would be outstanding.

6. REPAYMENT

6.1. Repayment of Facility A Loans

6.1.1. Repayment

The Borrowers shall repay the Facility A Loan to the Lenders in the Repayment Instalments on eachRepayment Date such that the Facility Outstandings in respect of Facility A are repaid in full by no later thanthe Final Repayment Date.

6.1.2. No Reborrowing

No Borrower may reborrow any part of Facility A which is repaid.

6.2. Repayment of Facility B Loans

6.2.1. Repayment

Each Facility B Loan shall be repaid on the earlier of the last day of its then current Interest Period and theFinal Repayment Date. In addition, the Borrowers shall on 30 June and 31 December of each year repay anamount equal to the aggregate amount of Facility B Loans outstanding under Facility B that would exceed the Total Facility B Commitments in effect from the day immediately succeeding such date.

Without prejudice to a Borrower’s obligation under this Clause 6.2.1, if one or more Facility B Loans are to be made available to that Borrower:

6.2.1.2.1. on the same day that a maturing Facility B Loan is due to be repaid by the Borrower; and


6.2.1.2.2. in whole or in part for the purpose of refinancing the maturing Facility B Loan,

the aggregate amount of the new Facility B Loans shall be treated as if applied in or towards repayment ofthe maturing Facility B Loan so that:

6.2.1.2.3. if the amount of the maturing Facility B Loan exceeds the aggregate amount of the new Facility B Loans:

6.2.1.2.3.1. that Borrower will only be required to pay an amount in cash in ZAR equal to that excess; and

6.2.1.2.3.2. each Lender’s participation (if any) in the new Facility B Loans shall be treated as having been madeavailable and applied by that Borrower in or towards repayment of that Lender’s participation (if any)in the maturing Facility B Loan and that Lender will not be required to make its participation in the newFacility B Loans available in cash; and

6.2.1.2.4. if the amount of the maturing Facility B Loan is equal to or less than the aggregate amount of the new Facility B Loans:

6.2.1.2.4.1. that Borrower will not be required to make any payment in cash; and

6.2.1.2.4.2. each Lender will be required to make its participation in the new Facility B Loans available in cash only to the extent that its participation (if any) in the new Facility B Loans exceeds that Lender’s participation(if any) in the maturing Facility B Loan and the remainder of that Lender’s participation in the newFacility B Loans shall be treated as having been made available and applied by that Borrower in ortowards repayment of that Lender’s participation in the maturing Facility B Loan.

6.2.2. Reborrowing

Any amounts repaid under Facility B, in accordance with Clause 6.2.1 (Repayment), shall be capable of being re-borrowed during the relevant Availability Period.

7. PREPAYMENT AND CANCELLATION

7.1. Illegality

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations ascontemplated by this Agreement or to fund or maintain its participation in any Loan:

7.1.1. that Lender shall promptly notify the Facility Agent upon becoming aware of that event;

7.1.2. upon the Facility Agent notifying the Borrower, the Commitment of that Lender will be immediatelycancelled; and

7.1.3. the Borrower shall repay that Lender’s participation in the Loans on the last day of the Interest Period for eachLoan occurring after the Facility Agent has notified the Borrower or, if earlier, the date specified by the Lenderin the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace periodpermitted by law).

7.2. Mandatory prepayment: Coverage Test

If on the expiry of either of the 30 (thirty) day period referred to in Clause 21.17.2 or in the case of an acquisition, the 90 (ninety) day period referred to in Clause 21.17.2, the Coverage Test set out in Clause 21.17.1is not satisfied:

7.2.1. the Original Borrower shall promptly notify the Facility Agent in writing upon becoming aware of that event;

7.2.2. a Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan);

7.2.3. the Lenders and the Original Borrower shall consult about the Coverage Test for a period of 60 (sixty) daysafter receipt by the Facility Agent of the written notice pursuant to Clause 7.3.1 (the Coverage Test Consultation Period); and


7.2.4. upon the expiry of the Coverage Test Consultation Period (and unless otherwise agreed in writing between the Original Borrower and a Lender):

a Lender shall be entitled to notify the Facility Agent in writing that its Commitments are to be cancelledand that it requires that its participation in all Loans to be repaid; and

the Commitments of that Lender will be immediately cancelled and the Borrower shall repay that Lender’sparticipation in the Loans made to that Borrower (together with all accrued and unpaid interest on each such participation) within 30 (thirty) days after the Facility Agent has notified the Original Borrower requesting same.

7.3. Mandatory prepayment: Change of Control

Upon the occurrence of a Change in Control:

7.3.1. the Original Borrower shall promptly notify the Facility Agent in writing upon becoming aware of that event;

7.3.2. a Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan);

7.3.3. the Lenders and the Original Borrower shall consult about the Change of Control for a period of 60 (sixty)days after receipt by the Facility Agent of the written notice pursuant to Clause 7.3.1 (the Consultation Period);

7.3.4. upon the expiry of the Consultation Period (and unless otherwise agreed in writing between the OriginalBorrower and that Lender):

that Lender shall be entitled to notify the Facility Agent in writing that its Commitments are to be cancelledand that it requires that its participation in all Loans to be repaid;

30 (thirty) Business Days after the Facility Agent has notified the Original Borrower requesting same, theCommitments of that Lender will be immediately cancelled; and

each Borrower shall repay that Lender’s participation in the Loans made to that Borrower (together with allaccrued and unpaid interest on each such participation) within 30 (thirty) Business Days after the FacilityAgent has notified the Original Borrower requesting same.

7.4. Mandatory prepayment: sanctions

If any Obligor:

7.4.1. breaches the representation and warranty pursuant to Clause 18.22 (Sanctions); or

7.4.2. fails to comply with the undertakings pursuant to Clause 21.13 (Sanctions),

then:

7.4.3. any Lender shall be entitled to notify the Facility Agent in writing that its Commitments are to be cancelledand that it requires that its participation in all Loans to be repaid;

7.4.4. upon the Facility Agent notifying the Original Borrower in writing, the Commitments of that Lender will be immediately cancelled; and

7.4.5. each Borrower shall repay that Lender’s participation in the Loans made to that Borrower (together with allaccrued and unpaid interest on each such participation and any Breakage Costs) within 10 (ten) Business Days (or such later date as agreed between the Original Borrower and that Lender) after the Facility Agent hasnotified the Original Borrower in accordance with Clause 7.4.4.

7.5. Voluntary cancellation

During the relevant Availability Period, the Original Borrower may, if it gives the Facility Agent not less than5 (five) Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the wholeor any part (being a minimum aggregate amount of ZAR50,000,000 (Fifty Million Rand) of the relevant


Available Facility. Any cancellation under this Clause 7.5 shall reduce the Commitments of the Lenders rateably under that Facility.

7.6. Voluntary prepayment of Loans

7.6.1. Subject to Clause 7.7 (Right of repayment and cancellation in relation to a single Lender), the Borrower shall be entitled to voluntarily prepay the Loans under any Facility provided the procedure set out in Clause 7.6.2 has been followed.

7.6.2. In the event that the Borrower wishes to effect a voluntary prepayment of the Loans, or any part thereof,outstanding under the Facilities, the Borrower shall notify the Facility Agent in writing (the Voluntary Prepayment Notice), not less than 5 (five) Business Days prior to the proposed date (the Voluntary Prepayment Date) of such voluntary prepayment, of the amount (the Voluntary Prepayment Amount) it wishes to voluntarily prepay (if in part, being an amount that reduces the amount of that Loan by a minimumamount of R50,000,000 (Fifty Million Rand) or, if less, the aggregate Facility Outstandings under the relevantFacility) (the Relevant Amount) and the Facility to which the voluntary prepayment is to be applied, providedthat no voluntary prepayment may be made by the Borrower if an Event of Default is continuing or if suchvoluntary prepayment would result in a failure to comply with any of the Financial Covenants at any timeafter the Voluntary Prepayment Date.

7.6.3. The Facility Agent shall deliver a copy of the Voluntary Prepayment Notice to the Lenders within 1 (one)Business Day of receipt by the Facility Agent of the Voluntary Prepayment Notice.

7.6.4. On the Voluntary Prepayment Date, the Borrower shall repay the Facilities by paying the Voluntary Prepayment Amount to the Facility Agent.

7.6.5. Any prepayment under this Clause 7.6 shall be applied rateably among the participations of all Lenders underthe relevant Facility.

7.7. Right of repayment and cancellation in relation to a single Lender

7.7.1. If:

any sum payable to any Lender by a Borrower is required to be increased under Clause 12.2.3; or

any Lender claims indemnification from a Borrower under Clause 12.3 (Tax indemnity) or Clause 13 (Increased Costs),

the Original Borrower may, whilst the circumstance giving rise to the requirement for that increase orindemnification continues, give the Facility Agent notice of cancellation of the Commitment of that Lenderand its intention to procure the repayment of that Lender’s participation in the Loans.

7.7.2. On receipt of a notice of cancellation referred to in Clause 7.7.1, the Commitment of that Lender shall immediately be reduced to zero.

7.7.3. On the last day of each Interest Period in relation to a Loan which ends after the Original Borrower has givennotice of cancellation under Clause 7.7.1 (or, if earlier, the date specified by the Borrower in that notice), eachBorrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan together withinterest and all other amounts accrued under the Finance Documents.

7.8. Restrictions

7.8.1. Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevantcancellation or prepayment is to be made and the amount of that cancellation or prepayment.

7.8.2. Any prepayment under this Agreement shall be made together with accrued and unpaid interest on theamount prepaid and, subject to any Breakage Costs or Breakage Gains, without premium or penalty.

7.8.3. No Borrower may reborrow any part of Facility A which is prepaid.


7.8.4. Unless a contrary indication appears in this Agreement, any part of Facility B which is repaid may bereborrowed in accordance with the terms of this Agreement.

7.8.5. The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

7.8.6. No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

7.8.7. If the Facility Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Original Borrower or the affected Lender, as appropriate.

7.8.8. If any Lender elects to be prepaid pursuant to Clause 7.3 (Mandatory prepayment: Change of Control), or Clause 7.4 (Mandatory prepayment: sanctions), the Facility Agent shall promptly notify the other Lenders in writing ofthe election of that Lender.

7.8.9. If all or part of a Loan under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2Error! Reference source not found. (Further conditions precedent)), an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) in respect of that Facility will bedeemed to be cancelled on the date of repayment or prepayment. Subject to Clauses 7.1, 7.3, and 7.4, any cancellation under this Clause 7.8.9 shall reduce the Commitments of the Lenders rateably under the Facility.

8. INTEREST

8.1. Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregateof the applicable:

8.1.1. Margin; and

8.1.2. Base Rate.

8.2. Payment of interest

The Borrower shall, subject to Clause 8.3 (Default interest), pay accrued interest on each Loan on the last day of each Interest Period.

8.3. Default interest

8.3.1. If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shallaccrue on that Unpaid Sum from the due date up to the date of actual payment (both before and afterjudgment) at a rate which, subject to Clause 8.3.2 below, is 2% (two percent) higher than the rate which wouldhave been payable if that Unpaid Sum had, during the period of non-payment, constituted a Loan in the currency of that Unpaid Sum for successive Interest Periods, each of a duration of 1 (one) Month.

8.3.2. Any interest accruing under this Clause 8.3 shall be immediately payable by the Obligor on demand by theFacility Agent.

8.3.3. If any Unpaid Sum consists of all or part of a Loan which became due on a day which was not the last day ofan Interest Period relating to that Loan:

the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of thecurrent Interest Period relating to that Loan; and

the rate of interest applying to that Unpaid Sum during that first Interest Period shall be 2% (two percent)higher than the rate which would have applied if that Unpaid Sum had not become due.

8.3.4. Default interest (if unpaid) arising on any Unpaid Sum will be compounded with that Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.

8.4. Notification of rates of interest


The Facility Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest under this Agreement.

9. INTEREST PERIODS

9.1. Selection of Interest Periods

9.1.1. The Interest Period for Loans made under Facility A shall be 3 (three) Months or any other period agreedbetween the Borrower and the Facility Agent (acting on the instructions of all the Lenders in relation to the relevant Loan) for a Loan made under Facility A in the Utilisation Request for that Loan.

9.1.2. The Borrower may select an Interest Period of 1 (one) Month, 3 (three) Months or 6 (six) Months or any other period agreed between the Borrower and the Facility Agent (acting on the instructions of all the Lenders inrelation to the relevant Loan) for a Loan made under Facility B in the Utilisation Request for that Loan.

9.1.3. If the Borrower fails to specify an Interest Period in the Utilisation Request relating to that Loan, the relevantInterest Period will be 3 (three) Months or any other period agreed between the Borrower and the FacilityAgent (acting on the instructions of all the Lenders in relation to the relevant Loan) for a Loan made under Facility A and Facility B in the Utilisation Request for that Loan.

9.1.4. An Interest Period for a Loan shall not extend beyond the Final Repayment Date.

9.1.5. Each Interest Period for a Loan shall start on the Utilisation Date of that Loan or (if already made) on the lastday of its preceding Interest Period.

9.2. Consolidation of Facility B Loans

9.2.1. If two or more Interest Periods:

relate to Facility B Loans; and

end on the same date,

those Facility B Loans will be consolidated into, and treated as, a single Facility B Loan on the last day of thecurrent Interest Period.

10. CHANGES TO THE CALCULATION OF INTEREST

10.1. Absence of quotations

Subject to Clause 10.2 (Market disruption), if JIBAR is to be determined by reference to the Reference Banks buta Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, JIBAR shall bedetermined on the basis of the quotations of the remaining Reference Banks.

10.2. Market disruption

10.2.1. If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest oneach Lender’s share of that Loan for that Interest Period shall be the percentage rate per annum which is the sum of:

the Margin; and

the rate notified to the Facility Agent by that Lender as soon as practicable and in any event before interestis due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source(s) it may reasonablyselect.

10.2.2. In this Agreement Market Disruption Event means:


at or about 12.00 am on the Quotation Day for the relevant Interest Period the Screen Rate is not availableand none or only one of the Reference Banks supplies a rate to the Facility Agent to determine the Base Ratefor the relevant Interest Period; or

before close of business in Johannesburg on the Quotation Day for the relevant Interest Period, the FacilityAgent receives notifications from two or more Lenders whose aggregate Commitments under a Facility aregreater than 30% (thirty percent) of the Total Commitments under that Facility that the cost to it, or them, as applicable, of obtaining matching deposits in the Johannesburg Interbank Market would be in excess of theBase Rate for the relevant Interest Period.

10.3. Alternative basis of interest or funding

10.3.1. Without prejudice to the generality of Clause 10.2.1 (Market disruption), if a Market Disruption Event occurs and the Facility Agent or the Original Borrower so requires, the Facility Agent and the Original Borrower shallenter into negotiations (for a period of not more than 30 (thirty) days) with a view to agreeing a substitutebasis for determining the rate of interest.

10.3.2. Any alternative basis agreed pursuant to Clause 10.3.1 above shall, with the prior consent of all the Lenders and the Original Borrower, be binding on all Parties.

10.4. Breakage Costs and Breakage Gains

10.4.1. If any repayment or prepayment of all or any part of a Loan (whether voluntary or mandatory) is madeotherwise than on the last day of an Interest Period relative thereto then either:

the relevant Borrower shall pay to the Facility Agent for the account of each Lender participating in that Loan or to whom that Unpaid Sum is owed and in either case which receives such payment or repayment,within 3 (three) Business Days of demand by the Facility Agent (together with a copy of the applicablecertificate(s) delivered to the Facility Agent under Clause 10.4.2) a sum equal to the Breakage Costs applicable thereto; or

the relevant Lender realising any Breakage Gains shall, unless such Breakage Gains are realised as aconsequence of any prepayment of the relevant Loan due to an Event of Default or a breach by any Obligorof any provision of the Finance Documents, pay to the Borrower within 3 (three) Business Days of demandby that Borrower a sum equal to the Breakage Gains applicable to any prepayment.

10.4.2. Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent, provide a certificateconfirming the amount of its Breakage Costs or Breakage Gain, as applicable, for any Interest Period in whichthey accrue.

11. FEES

11.1. Commitment fee

11.1.1. The Original Borrower shall pay to the Facility Agent (for the account of each Lender) a fee computed at therate of:

35% (thirty-five percent) of the applicable Margin per annum (excluding VAT) on each Lender’s Available Commitment under Facility A for the Availability Period applicable to Facility A; and

35% (thirty-five percent) of the applicable Margin per annum (excluding VAT) on each Lender’s AvailableCommitment under Facility B for the Availability Period applicable to Facility B.

11.1.2. The accrued commitment fee is payable quarterly in arrears on the last day of each successive period of 3(three) Months which ends during the relevant Availability Period and on the last day of the relevant Availability Period and on the cancelled amount of the relevant Lender’s Commitment at the time thecancellation is effective.

11.2. Non-Refundable Origination fee


The Original Borrower shall pay to each of the Mandated Lead Arrangers and the Co-Arrangers (for its own account) a non-refundable origination fee in the amount and at the times agreed in a Fee Letter.

11.3. Agency fee

The Original Borrower shall pay to the Facility Agent (for its own account) an agency fee in the amount andat the times agreed in a Fee Letter.

12. TAX GROSS UP AND INDEMNITIES

12.1. Definitions

12.1.1. In this Agreement:

Protected Party means a Finance Party which is or will be subject to any liability, or required to make anypayment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for thepurposes of Tax to be received or receivable) under a Finance Document.

Tax Credit means a credit against, relief or remission for, or repayment of any Tax.

Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a FinanceDocument.

Tax Payment means either the increase in a payment made by an Obligor to a Finance Party under Clause12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).

12.1.2. Unless a contrary indication appears, in this Clause 12, a reference to determines or determined means a determination made in the absolute discretion of the person making the determination.

12.2. Tax gross-up

12.2.1. Each Obligor shall make all payments to be made by it free and clear of and without any Tax Deduction,unless a Tax Deduction is required by law.

12.2.2. The Original Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction (orthat there is any change in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent on becoming so aware in respect of a payment payable tothat Lender. If the Facility Agent receives such notification from a Lender it shall notify the Original Borrowerand that Obligor.

12.2.3. If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from thatObligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal tothe payment which would have been due if no Tax Deduction had been required.

12.2.4. If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and anypayment required in connection with that Tax Deduction within the time allowed and in the minimumamount required by law.

12.2.5. Within 30 (thirty) days of making either a Tax Deduction or any payment required in connection with thatTax Deduction, the Obligor making that Tax Deduction shall deliver to the Facility Agent for the Finance Partyentitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has beenmade or (as applicable) any appropriate payment paid to the relevant taxing authority.

12.3. Tax indemnity

12.3.1. Each Obligor shall (within three Business Days of demand by the Facility Agent) indemnify each ProtectedParty against, and shall pay to a Protected Party an amount equal to the loss, liability or cost which thatProtected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.


12.3.2. Clause 12.3.1 above shall not apply:

with respect to any Tax assessed on a Finance Party under the law of the jurisdiction in which that FinanceParty is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treatedas resident for tax purposes, if that Tax is imposed on or calculated by reference to the net income receivedor receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

to the extent a loss, liability or cost is compensated for by an increased payment under Clause 12.2 (Tax gross-up).

12.3.3. A Protected Party making, or intending to make a claim under Clause 12.3.1 above shall promptly notify theFacility Agent of the event which will give, or has given, rise to the claim, following which the Facility Agentshall notify the Original Borrower or relevant Obligor of such claim.

12.3.4. A Protected Party shall, on receiving a payment from an Obligor under this Clause 12.3, notify the Facility Agent.

12.4. Tax Credit

Subject to Clause 26 (Conduct of Business by the Finance Parties), if an Obligor makes a Tax Payment and the relevant Finance Party determines that:

12.4.1. a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to thatTax Payment; and

12.4.2. that Finance Party has obtained, utilised and retained that Tax Credit,

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (afterthat payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

12.5. Stamp taxes

Each Obligor shall (within 3 (three) Business Days of demand) indemnify each Finance Party against, and shallpay to the relevant Finance Party, any cost, loss or liability that the relevant Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

12.6. Value added tax

12.6.1. All amounts set out or expressed to be payable under a Finance Document by any Party to a Finance Partywhich (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall bedeemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subjectto Clause 12.6.2, if VAT is or becomes chargeable on any supply made by any Finance Party to any Partyunder a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and suchFinance Party shall promptly provide an appropriate VAT invoice to such Party).

12.6.2. If VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party other than the Recipient (the Subject Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), suchParty shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amountequal to the amount of such VAT. The Recipient will promptly pay to the Subject Party an amount equal toany credit or repayment obtained by the Recipient from the relevant tax authority which the Recipientreasonably determines is in respect of such VAT.

12.6.3. Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs orexpenses, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amountof such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance


Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevanttax authority.

13. INCREASED COSTS

13.1. Subject to Clause 13.7 (Exceptions), the Original Borrower shall, within 5 (five) Business Days of a demand bythe Facility Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by thatFinance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation after the Signature Date, (ii) compliance with any lawor regulation made after the Signature Date or (iii) compliance with any aspect of the Basel III Framework (including any law or regulation which implements the Basel III Framework) implemented after the SignatureDate, including, without limitation, any such law or regulation (including the Basel III Framework) whichimposes or affects minimum capital requirements, liquid asset holding requirements, special depositrequirements or any levy or Taxes.

13.2. In this Agreement Increased Costs means:

13.2.1. a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

13.2.2. an additional or increased cost; or

13.2.3. a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any FinanceDocument.

13.3. In this Agreement Basel III Framework means:

13.3.1. the agreements on capital requirements, leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework forliquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010,each as amended, supplemented or restated;

13.3.2. the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text" published by the BaselCommittee on Banking Supervision in November 2011, as amended, supplemented or restated; and

13.4. any other guidance, standards or directives published by the Basel Committee on Banking Supervision relatingto "Basel III".

13.5. The terms law and regulation in Clause 13.1 above shall include, without limitation, any law or regulationconcerning capital adequacy, prudential limits, liquidity, reserve assets or Tax.

13.6. Increased cost claims

13.6.1. A Finance Party intending to make a claim pursuant to Clause 13 (Increased costs) shall notify the Facility Agentof the event giving rise to the claim, following which the Facility Agent shall promptly notify the OriginalBorrower.

13.6.2. Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificateconfirming the amount of its Increased Costs.

13.7. Exceptions

13.7.1. Clause 13 (Increased costs) does not apply to the extent any Increased Cost is:

attributable to a Tax Deduction required by law to be made by an Obligor;


compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause 12.3(Tax indemnity) but was not so compensated solely because any of the exclusions in Clause 12.3.2 applied); or

attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation.

13.8. In this Clause 13.7, a reference to a Tax Deduction has the same meaning given to the term in Clause 12.1(Definitions).

14. OTHER INDEMNITIES

14.1. The Obligors indemnify each Finance Party against, and shall pay to each Finance Party within 3 (three)Business Days of demand, any cost, loss or liability incurred by that Finance Party as a result of:

14.1.1. the occurrence of any Default;

14.1.2. the information produced or approved by any Obligor under or in connection with the Finance Documentsbeing or being alleged to be misleading and/or deceptive in any respect;

14.1.3. any enquiry, investigation, subpoena (or similar order) or litigation with respect to any Obligor or with respect to the transactions contemplated or financed under this Agreement;

14.1.4. a failure by an Obligor to pay any amount due under a Finance Document on its due date, including withoutlimitation, any cost, loss or liability arising as a result of Clause 27 (Sharing among the Finance Parties);

14.1.5. funding, or making arrangements to fund, its participation in a Loan requested by a Borrower in a UtilisationRequest but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or

14.1.6. a Loan (or part of a Loan) not being prepaid in accordance with the terms of this Agreement.

14.2. Each Obligor’s liability in each case includes any loss or expense on account of funds borrowed, contracted foror utilised to fund any amount payable under any Finance Document or any Loan.

14.3. Environmental Indemnity

14.3.1. The Obligors agree to jointly and severally indemnify each Finance Party, each Affiliate of a Finance Partyand their respective directors, officers and employees (together, the Indemnified Parties) against any cost, loss, damages or liability (actual or contingent) suffered or incurred by that Indemnified Party (including alllegal costs incurred by any Finance Party) (except to the extent solely caused by such Indemnified Party’s owngross negligence or wilful default) which arises, directly or indirectly, as a result of or in connection with:

the provision by the Lenders of the financing provided pursuant to the Finance Documents and/or thepurpose for which such financing was utilised;

any litigation commenced against any Indemnified Party arising out of the execution or performance of, orenforcement by the Lenders of any rights under, any Finance Document;

an Environmental Claim;

any actual or alleged violation of any Environmental Laws resulting from, or in connection with, the assetsor business of the Obligors and/or any transaction financed or to be financed with the proceeds of anyadvances made under the Finance Documents;

any enquiry, investigation, subpoena (or similar order) or litigation with respect to any Environmental Claim and any other enquiry, investigation, subpoena (or similar order) or litigation in respect of any breachof any Environmental Law that has or is reasonably likely to give rise to a liability for any Finance Party,

which relates to the Group, any assets of the Group or the operation of all or part of the business of the Group(or, in each case, any member of the Group) and which would not have arisen if the Finance Documents or


any of them had not been executed by that Finance Party. Any Affiliate or any director, officer or employeeof a Finance Party or its Affiliate may rely on this Clause 14.3 as a stipulation for its or his benefit.

14.3.2. The provisions of Clause 14.3 shall survive an expiration, cancellation or termination of this Agreement for any reason whatsoever.

14.4. Indemnity to the Facility Agent

Each Obligor shall promptly indemnify the Facility Agent against, and shall pay to the Facility Agent, anycost, loss or liability incurred by the Facility Agent as a result of:

14.4.1. investigating or taking any other action in connection with any event which it reasonably believes is a Default;or

14.4.2. acting or relying on any notice, request or instructions which it reasonably believes to be genuine, correct and appropriately authorised.

15. MITIGATION BY THE LENDERS

15.1. Mitigation

15.1.1. Each Finance Party shall, in consultation with the Original Borrower, take all reasonable steps to mitigate anycircumstances which arise and which would result in any amount becoming payable under or pursuant to, orcancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax gross-up and indemnities) or Clause 13(Increased costs).

15.1.2. Clause 15.1.1 does not in any way limit the obligations of any Obligor under the Finance Documents.

15.2. Limitation of liability

15.2.1. The Original Borrower shall promptly indemnify each Finance Party against, and pay to each such FinanceParty, all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it underClause 15.1 (Mitigation).

15.2.2. A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if, in the opinion of that FinanceParty (acting reasonably):

any law or regulation would not allow or permit it; or

to do so might be prejudicial to it.

16. COSTS AND EXPENSES

16.1. Transaction expenses

The Original Borrower shall within 5 (five) Business Days of demand pay the Facility Agent the amount of allreasonable or necessary documented costs and expenses, including reasonable and agreed legal fees, reasonably incurred by the Facility Agent or the Lenders in connection with the negotiation, preparation,printing, execution and syndication of:


16.1.1. this Agreement and any other documents referred to in this Agreement; and

16.1.2. any other Finance Documents executed after the Signature Date,

provided that no Obligor shall be liable for any cost or expense so incurred (other than relating to the legal feesreferred to above) in excess of ZAR20,000 (Twenty Thousand Rand) unless the incurrence of that cost or expense has been approved in writing by the Original Borrower in advance of its incurrence.

16.2. Amendment costs

16.2.1. If an Obligor requests an amendment, waiver or consent in relation to any Finance Document, the OriginalBorrower shall, within 5 (five) Business Days of demand, reimburse each Finance Party for the amount of allcosts and expenses (including legal fees) reasonably incurred by that Finance Party in responding to,evaluating, negotiating or complying with that request or requirement.

16.2.2. If there is any change in law or any regulation which requires an amendment, waiver or consent under theFinance Documents, the Original Borrower shall, within 5 (five) Business Days of demand, reimburse eachFinance Party for the amount of all costs and expenses (including legal fees) reasonably incurred by thatFinance Party in connection with evaluating, negotiating or complying with any such requirement.

16.3. Enforcement costs

The Obligors shall be responsible (jointly and severally), within 5 (five) Business Days of demand, for thepayment to each Finance Party of the amount of all costs and expenses (including legal fees on the scale asbetween attorney and own client whether incurred before or after judgment) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document and any proceedings instituted by or against any Finance Party as a consequence of enforcing these rights.

17. GUARANTEE AND INDEMNITY

17.1. Guarantee and indemnity

17.1.1. Each Guarantor irrevocably and unconditionally jointly and severally, as a principal obligor and not merelyas a surety and on the basis of discrete obligations enforceable against it:

guarantees to each Finance Party punctual performance by each Obligor of all that Obligor’s obligationsunder the Finance Documents;

undertakes with each Finance Party that whenever an Obligor does not pay any amount when due underor in connection with any Finance Document, that Guarantor shall immediately on demand pay that amountas if it was the principal obligor; and

agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalidor illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately ondemand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount whichwould, but for such unenforceability, invalidity or illegality, have been payable by it under any FinanceDocument on the date when it would have been due. The amount payable by a Guarantor under thisindemnity will not exceed the amount it would have had to pay under this Clause 17.1 if the amount claimed had been recoverable on the basis of a guarantee.

17.2. Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligorunder the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.


17.3. Reinstatement

If any payment by an Obligor or any discharge, release or arrangement given by a Finance Party (whether inrespect of the obligations of any Obligor or any security for those obligations or otherwise) is avoided or reduced for any reason (including, without limitation, as a result of insolvency, business rescue proceedings,liquidation, winding-up or otherwise):

17.3.1. the liability of each Obligor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and

17.3.2. each Finance Party shall be entitled to recover the value or amount of that security or payment from eachObligor, as if the payment, discharge, avoidance or reduction had not occurred.

17.4. Waiver of defences

The obligations of each Guarantor under Clause 17.1 (Guarantee and indemnity) will not be affected by an act,omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligationsunder Clause 17.1 (Guarantee and indemnity) (without limitation and whether or not known to it or any FinanceParty) including:

17.4.1. any time, waiver or consent granted to, or composition with, any Obligor or other person;

17.4.2. the release of any other Obligor or any other person under the terms of any composition or arrangement withany creditor of any member of the Group;

17.4.3. the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, execute,take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or anyfailure to realise the full value of any security;

17.4.4. any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

17.4.5. any amendment, novation, supplement, extension, restatement (however fundamental and whether or notmore onerous) or replacement of any Finance Document or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of anynew facility under any Finance Document or other document or security;

17.4.6. any unenforceability, illegality, invalidity, suspension or cancellation of any obligation of any person underthis Agreement or any other Finance Document or any other document or security;

17.4.7. any insolvency, liquidation, winding-up, business rescue or similar proceedings (including, but not limited to, receipt of any distribution made under or in connection with those proceedings);

17.4.8. this Agreement or any other Finance Document not being executed by or binding against any other Guarantoror any other party; or

17.4.9. any other fact or circumstance arising on which a Guarantor might otherwise be able to rely on a defencebased on prejudice, waiver or estoppel.

17.5. Immediate recourse

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on itsbehalf) to proceed against or enforce any other rights or security or claim payment from any person beforeclaiming from that Guarantor under Clause 17.1 (Guarantee and indemnity). This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

17.6. Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the FinanceDocuments have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) shall,


on receipt, apply amounts received by it from any Guarantor in reduction and pro tanto discharge of the Borrowers’ obligations under the Finance Documents in such manner and order as prescribed in the FinanceDocuments, or if not so prescribed, in the manner and order it sees fit.

17.7. Deferral of Guarantors’ rights

Until all amounts which may be or become payable by the Obligors under or in connection with the FinanceDocuments have been irrevocably paid in full and unless the Facility Agent otherwise directs, no Guarantorwill exercise any rights which it may have by reason of performance by it of its obligations under the FinanceDocuments or by reason of any amount being payable, or liability arising, under Clause 17.1 (Guarantee and indemnity):

17.7.1. to be indemnified by an Obligor;

17.7.2. to claim any contribution from any other guarantor of or provider of security for any Obligor’s obligationsunder the Finance Documents;

17.7.3. to take the benefit (in whole or in part and whether by way of subrogation, cession of action or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security takenpursuant to, or in connection with, the Finance Documents by any Finance Party;

17.7.4. to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform anyobligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause17.1 (Guarantee and indemnity);

17.7.5. to exercise any right of set-off against any Obligor; and/or

17.7.6. to claim, rank, prove or vote as a creditor or shareholder of any Obligor in competition with any FinanceParty.

If a Guarantor receives any benefit, payment or distribution in relation to such rights, it shall hold that benefit,payment or distribution to the extent necessary to enable all amounts which may be or become payable to theFinance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trustfor, or otherwise for the benefit of, the Finance Parties and shall promptly pay or transfer the same to the FacilityAgent or as the Facility Agent may direct for application in accordance with Clause 28 (Payment Mechanics).

17.8. Release of Guarantors’ right of contribution

If any Guarantor (a Retiring Guarantor) ceases to be a Guarantor in accordance with the terms of the FinanceDocuments for the purpose of any sale or other disposal of that Retiring Guarantor then on the date suchRetiring Guarantor ceases to be a Guarantor:

17.8.1. that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or futureand whether actual or contingent) to make a contribution to any other Guarantor arising by reason of theperformance by any other Guarantor of its obligations under the Finance Documents; and

17.8.2. each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise)of any rights of the Finance Parties under any Finance Document or of any other security taken pursuant to,or in connection with, any Finance Document where such rights or security are granted by or in relation tothe assets of the Retiring Guarantor.

17.9. Additional security

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

18. REPRESENTATIONS

18.1. Representations


Each Obligor makes the representations and warranties set out in this Clause 18 (Representations) to each Finance Party.

18.2. Status

18.2.1. It is a limited liability company, duly incorporated and validly existing under the laws of its jurisdiction ofincorporation.

18.2.2. It has the power to own its assets and carry on its business as it is being conducted.

18.3. Binding obligations

The obligations expressed to be assumed by it in each Finance Document are legal, valid, binding andenforceable obligations.

18.4. Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:

18.4.1. any law or regulation applicable to it;

18.4.2. its constitutional documents; or

18.4.3. any material agreement or instrument binding upon it or any of its assets.

18.5. Power and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into,performance and delivery of, the Finance Documents to which it is a party and the transactions contemplatedby those Finance Documents.

18.6. Validity and admissibility in evidence

All Authorisations required or desirable:

18.6.1. to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documentsto which it is a party and to ensure that the obligations expressed to be assumed by it thereunder are legal,valid, binding and enforceable;

18.6.2. to enable it to lawfully conduct its business where failure to obtain and maintain such Authorisation would,or would reasonably be expected to, result in a Material Adverse Effect;

18.6.3. to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation,

have been obtained or effected and are in full force and effect.

18.7. Governing law and enforcement

18.7.1. The choice of South African law as the governing law of the Finance Documents will be recognised and enforced in its jurisdiction of incorporation.

18.7.2. Any judgment obtained in South Africa in relation to a Finance Document will be recognised and enforced inits jurisdiction of incorporation.

18.8. Tax

18.8.1. It has duly and punctually paid and discharged all Taxes imposed upon it or its assets within the time periodallowed without incurring penalties, except to the extent that:

payment is being contested in good faith;


it has maintained adequate reserves for those Taxes; and

payment can be lawfully withheld.

18.8.2. It is not materially overdue in the filing of any Tax returns.

18.8.3. As at the Signature Date, it is not required to make any deduction for or on account of Tax from any payment it may make under any Finance Document.

18.9. No filing or stamp taxes

Except to the extent set out in any legal opinion provided pursuant to the Finance Documents, it is notnecessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar Tax be paid on or in relation to the Finance Documentsor the transactions contemplated by the Finance Documents.

18.10. No default

18.10.1. As at the Signature Date, the Effective Date and the First Utilisation Date, no Default is continuing or mightreasonably be expected to result from the entry into of, or the performance of any transaction contemplatedby, the Finance Documents nor from its making use of any Utilisation.

18.10.2. As at any date falling after the First Utilisation Date, no Event of Default is continuing or might reasonably beexpected to result from the entry into of, or the performance of any transaction contemplated by, the FinanceDocuments nor from its making use of any Utilisation.

18.10.3. No other event or circumstance is outstanding which constitutes a default under any other agreement orinstrument which is binding on it or to which its assets are subject which could reasonably be expected to have a Material Adverse Effect.

18.11. No misleading information

18.11.1. To the best of its knowledge and belief (having made due enquiry), all written factual information suppliedby it to the Finance Parties (or any of them) in connection with the Finance Documents is true and accurate inall material respects as at the date it was given or as at the date (if any) at which it was stated and was notdeliberately misleading in any material respects at such date.

18.11.2. The financial projections and forecasts contained in the information supplied by it to the Finance Parties havebeen prepared on the basis of recent historical information and on the basis of reasonable assumptions.

18.11.3. It has not knowingly withheld any information which, if disclosed, could reasonably be expected materiallyand adversely to affect the decision of any Lender in considering whether or not to make the Facilitiesavailable to the Original Borrower.

18.12. Financial statements

Its latest Annual Financial Statements were prepared in accordance with the Accounting Principles and suchAnnual Financial Statements fairly represent it and the Group’s financial condition and operations during therelevant financial period (on a consolidated basis, where applicable).

18.13. Ranking

Its payment obligations under the Finance Documents to which it is a party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally in the jurisdiction of its incorporation.

18.14. No proceedings pending or threatened

Other than:

18.14.1. as disclosed in the Original Financial Statements; and


18.14.2. the potential litigation disclosed in Schedule 11 (Litigation),

no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency have beenstarted or (to the best of its knowledge and belief, after due enquiry) threatened against it which, if adverselydetermined, might reasonably be expected to have a Material Adverse Effect.

18.15. Insolvency and Financial Distress

18.15.1. No:

corporate action, legal proceeding or other procedure or step described in Clause 22.7 (Insolvency and businessrescue proceedings); or

creditors’ process described in Clause 22.8 (Creditors’ process),

has been taken or, to the knowledge of the Original Borrower, threatened in relation to it or any other Obligor;and none of the circumstances described in Clause 22.6 (Insolvency) applies to it or any other Obligor.

18.15.2. Neither it nor any Obligor is “financially distressed” (as defined in the Companies Act).

18.16. No breach of laws

18.16.1. It is not, nor is it likely to be as a result of entering into and performing its obligations under the FinanceDocuments, in violation of any law or in breach of or in default under any agreement to which it is a party orwhich is binding on it or any of its assets to an extent or in a manner which could reasonably be expected tohave a Material Adverse Effect.

18.16.2. It has not breached any law or regulation, including but not limited to any Environmental Laws, which breachhas or might reasonably be expected to have a Material Adverse Effect.

18.17. Environmental laws

18.17.1. Each member of the Group is in compliance with Clauses 21.3 (Environmental Compliance) and 21.4(Environmental Claims) and to the best of its knowledge and belief (having made due and careful enquiry) nocircumstances have occurred which would prevent such compliance in a manner or to an extent which has ormight reasonably be expected to have a Material Adverse Effect.

18.17.2. It has adopted and complies with an Environmental policy which requires monitoring of and compliance withall applicable Environmental Law and Environmental Permits applicable to it from time to time unless non-compliance with such policy could not reasonably be expected to cause a Material Adverse Effect.

18.17.3. No Environmental Claim (not of a frivolous or vexatious nature) has commenced or (to the best of itsknowledge and belief (having made due and careful enquiry)) is threatened against any member of the Groupwhere that claim has or might reasonably be expected if adversely determined to have a Material AdverseEffect.

18.18. No Encumbrances

18.18.1. No Encumbrance exists over all or any of its assets except for Permitted Encumbrances.

18.18.2. No Encumbrance would arise as a result of the execution of and performance of its rights and obligationsunder the Finance Documents, other than as a result of a Permitted Encumbrance.

18.19. Assets

It has good title to or validly leases or licenses all of the assets necessary to carry on its business as presentlyconducted, to the extent that failure to comply with this requirement could reasonably be expected to have aMaterial Adverse Effect.

18.20. Insurances


It maintains insurances on and in relation to its business and assets against those risks and to the extent as isusual for companies in the jurisdiction in which it conducts its business carrying on substantially similarbusiness in such jurisdiction.

18.21. No Material Adverse Effect

There has been no change in the business, condition (financial or otherwise), operations, performance orproperties or those of the Group taken as a whole since the date of the most recent Annual Financial Statementsdelivered pursuant to Clause 19.3 (Financial statements) which change could reasonably be expected to have a Material Adverse Effect.

18.22. Sanctions

No Obligor, nor any of its Subsidiaries or joint ventures, nor any of their respective directors, officers oremployees, nor to the knowledge of the Obligors, any persons acting on any of their behalf:

18.22.1. is a Restricted Party; or

18.22.2. has received notice of or is aware of any claim, action, suit, proceeding or investigation against it with respectto Sanctions by any Sanctions Authority.

18.23. Repetition

18.23.1. All the representations and warranties in this Clause 18 are made by the Original Borrower on the Signature Date, the Effective Date and the Amendment Date.

18.23.2. The Repeating Representations are deemed to be made by each Obligor on:

the date of each Utilisation Request, each Utilisation Date and the first day of each Interest Period; and

in the case of an Additional Obligor, the day on which the company becomes (or it is proposed that thecompany becomes) an Additional Obligor.

18.23.3. Each representation or warranty deemed to be made after the Signature Date shall be deemed to be made byreference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

19. INFORMATION UNDERTAKINGS

19.1. The undertakings in this Clause 19 remain in force from the Signature Date for so long as any amount isoutstanding under the Finance Documents or any Commitment is in force.

19.2. In this Clause 19:

19.2.1. Annual Financial Statements means the financial statements for a Financial Year delivered pursuant toClause 19.3.1;

19.2.2. Financial Statements means Annual Financial Statements, Semi-Annual Financial Statements, and Quarterly Financial Statements, as applicable;

19.2.3. Quarterly Financial Statements means the financial statements for a Financial Quarter delivered pursuant toClause 19.3.3.

19.2.4. Semi-Annual Financial Statements means the financial statements delivered pursuant to Clause 19.3.2.

19.3. Financial statements

The Original Borrower shall supply to the Facility Agent (in sufficient copies for all the Lenders):

19.3.1. as soon as the same become available, but in any event within 120 (one hundred and twenty) days after theend of each of its Financial Years:


its audited consolidated financial statements for that Financial Year; and

the audited financial statements of each Obligor for that Financial Year;

19.3.2. as soon as the same become available, but in any event within 60 (sixty) days after the end of each of itsFinancial Half Years:

its unaudited consolidated financial statements for that Financial Half Year; and

the unaudited financial statements of each Obligor for that Financial Half Year; and

19.3.3. as soon as the same become available, but in any event within 60 (sixty) days after the end of each of itsFinancial Quarters its management accounts for that Financial Quarter.

19.4. Compliance Certificate

19.4.1. The Original Borrower shall supply a Compliance Certificate to the Facility Agent with each set of itsconsolidated Annual Financial Statements and each set of its Semi-Annual Financial Statements, setting out (in reasonable detail) computations as to compliance with Clause 20.1 (Financial condition) and the Coverage Test.

19.4.2. Each Compliance Certificate shall be signed by 2 (two) directors of the Original Borrower and in relation tothe Compliance Certificate delivered together with the consolidated Annual Financial Statements, shall be reported on by the Auditors.

19.5. Requirements as to financial statements

19.5.1. Each set of Financial Statements delivered by the Original Borrower pursuant to Clause 19.3 (Financial statements) shall be certified by a director of the relevant company as fairly representing its financial conditionas at the date as at which those Financial Statements were drawn up.

19.5.2. The Original Borrower shall procure that each set of Financial Statements delivered pursuant to Clause 19.3(Financial statements) is prepared in accordance with the Accounting Principles.

19.5.3. The Original Borrower shall procure that each set of Financial Statements of an Obligor delivered pursuant toClause 19.3 (Financial statements) is prepared using the Accounting Principles, accounting practices andfinancial reference periods consistent with those applied in the preparation of the Financial Statementsoriginally provided to the Facility Agent in respect of that Obligor (the Obligor Original Financial Statements) unless, in relation to any set of Financial Statements, it notifies the Facility Agent that there hasbeen a change in the Accounting Principles, the accounting practices or reference periods and its Auditors (or,if appropriate, the Auditors of the Obligor) deliver to the Facility Agent:

a description of any change necessary for those Financial Statements to reflect the Accounting Principles,accounting practices and reference periods upon which the Obligor Original Financial Statements wereprepared; and

sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enablethe Lenders to determine whether Clause 20.1 (Financial condition) has been complied with and make an accurate comparison between the financial position indicated in those Financial Statements and the ObligorOriginal Financial Statements.

Any reference in this Agreement to those Financial Statements shall be construed as a reference to thoseFinancial Statements as adjusted to reflect the basis upon which the Obligor Original Financial Statementswere prepared.

19.6. Information: Miscellaneous

The Original Borrower shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests):


19.6.1. all documents dispatched by the Original Borrower to its shareholders (or any class of them) or its creditorsgenerally (or any class of them) at the same time as they are dispatched;

19.6.2. promptly upon becoming aware of them, details and copies of any changes proposed to be or made to itsconstitutional documents or the Constitutional Documents of it or any other Obligor, including the filing ofany Memorandum of Incorporation under the Companies Act;

19.6.3. promptly upon becoming aware of them, a notice notifying the Facility Agent of any winding-up applications, liquidation applications or business rescue applications or litigation, arbitration or administrative proceedingsthat have been threatened or commenced against any Obligor which, if adversely determined, would bereasonably likely to have a Material Adverse Effect and (if requested by the Facility Agent) promptly providethe details of any such winding-up applications, liquidation applications or business rescue applications or litigation, arbitration or administrative proceedings which are current, threatened or pending against it or anyObligor, and which, if adversely determined, would be reasonably likely to have a Material Adverse Effect;

19.6.4. promptly, upon request by the Facility Agent, such further information regarding the financial condition,business and operations of it or any Obligor as any Finance Party (through the Facility Agent) may reasonablyrequest;

19.6.5. promptly, notice of any change in authorised signatories of it or any other Obligor signed by a director orcompany secretary of it or such other Obligor (as the case may be) accompanied by specimen signatures ofany new authorised signatories;

19.6.6. as soon as reasonably possible, such information as the Facility Agent or the Debt Guarantor may reasonablyrequire about any assets which are the subject of any Encumbrance and compliance by the Obligors with theterms of any Finance Documents; and

19.6.7. promptly, upon request by the Facility Agent, such additional information or documentation as the FacilityAgent may reasonably require in order to verify that any signatory referred to in Clause 19.6.5 has been duly authorised.

19.7. Notification of default

19.7.1. Each Obligor shall notify the Facility Agent of any Default that is continuing (and the steps, if any, being takento remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notificationhas already been provided by another Obligor).

19.7.2. Promptly upon a request by the Facility Agent, the Original Borrower shall supply to the Facility Agent a certificate signed by 2 (two) of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedyit).

19.7.3. At any time after the occurrence of a Default and for so long as it is continuing, upon the request of the FacilityAgent, each Obligor shall (at that Obligor’s expense) provide to that person or any of its representatives andprofessional advisors such access to that Obligor’s records (including its general ledger), books and assets asthat person may require at reasonable times and upon reasonable notice.

19.8. Business rescue proceedings

Each Obligor undertakes to deliver written notice to the Facility Agent no later than 5 (five) Business Days priorto the date upon which a board meeting to consider a resolution contemplated under section 129 of the Companies Act is to be held, or if such meeting is to be held at less than 5 (five) Business Days’ notice, then assoon as reasonably possible. The Obligors further agree that the Facility Agent shall, subject to applicable laws, have the right to be consulted in respect of the appointment of an appropriate business rescue practitioner.

19.9. “Know your customer” checks

19.9.1. If:


the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the Signature Date;

any change in the status or name of an Obligor after the Signature Date; or

a proposed Transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such Transfer,

obliges the Facility Agent or any Lender (or, in the case of Clause 19.9.1.3 above, any prospective new Lender) to comply with “know your customer” or similar identification procedures (whether in terms of the FinancialIntelligence Centre Act, 2001 or otherwise) or if the internal compliance processes of any Lender prescribe thatany information previously obtained, or any identification procedures previously carried out under such procedures, be updated, in each instance in circumstances where the necessary information is not alreadyavailable to it, each Obligor shall promptly upon the request of the Facility Agent or any Lender supply, orprocure the supply of, such documentation and other evidence as is reasonably requested by the FacilityAgent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described inClause 19.9.1.3, on behalf of any prospective new Lender) in order for the Facility Agent, such Lender or, inthe case of the event described in Clause 19.9.1.3, any prospective new Lender to carry out and be satisfied ithas complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

19.9.2. Each Lender shall promptly upon the request of the Facility Agent supply, or procure the supply of, suchdocumentation and other evidence as is reasonably requested by the Facility Agent (for itself) in order for theFacility Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

19.9.3. The Original Borrower shall, by not less than 10 (ten) Business Days’ prior written notice to the Facility Agent,notify the Facility Agent (which shall promptly notify the Lenders) of its intention to request that one of itsSubsidiaries becomes an Additional Obligor pursuant to Clause 24 (Changes to the Obligors).

19.9.4. Following the giving of any notice pursuant to Clause 19.9.3, if the accession of such Additional Obligor obliges the Facility Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the OriginalBorrower shall promptly upon the request of the Facility Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself or onbehalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for the Facility Agent or such Lender or any prospective new Lender to carry out and be satisfied it has compliedwith all necessary “know your customer” or other similar checks under all applicable laws and regulationspursuant to the accession of such Subsidiary to this Agreement as an Additional Guarantor and AdditionalBorrower.

19.10. Use of websites

19.10.1. The Original Borrower may satisfy its obligation under this Agreement to deliver any information in relationto those Lenders (the Website Lenders) who accept this method of communication by posting this informationonto an electronic website designated by the Original Borrower and the Facility Agent (the Designated Website) if:

the Facility Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

both the Original Borrower and the Facility Agent are aware of the address of and any relevant passwordspecifications for the Designated Website; and

the information is in a format previously agreed between the Original Borrower and the Facility Agent.

If any Lender (a Paper Form Lender) does not agree to the delivery of information electronically then theFacility Agent shall notify the Original Borrower accordingly and the Original Borrower shall at its own cost


supply the information to the Facility Agent (in sufficient copies for each Paper Form Lender) in paper form.In any event the Original Borrower shall at its own cost supply the Facility Agent with at least one copy in paper form of any information required to be provided by it.

19.10.2. The Facility Agent shall supply each Website Lender with the address of and any relevant passwordspecifications for the Designated Website following designation of that website by the Original Borrower andthe Facility Agent.

19.10.3. The Original Borrower shall promptly upon becoming aware of its occurrence notify the Facility Agent if:

the Designated Website cannot be accessed due to technical failure;

the password specifications for the Designated Website change;

any new information which is required to be provided under this Agreement is posted onto the DesignatedWebsite;

any existing information which has been provided under this Agreement and posted onto the DesignatedWebsite is amended; or

the Original Borrower becomes aware that the Designated Website or any information posted onto theDesignated Website is or has been infected by any electronic virus or similar software.

19.10.4. If the Original Borrower notifies the Facility Agent under Clause 19.10.3.1 or Clause 19.10.3.5, all information to be provided by the Original Borrower under this Agreement after the date of that notice shall be supplied in paper form unless and until the Facility Agent and each Website Lender is satisfied that the circumstancesgiving rise to the notification are no longer continuing.

19.10.5. Any Website Lender may request, through the Facility Agent, one paper copy of any information required tobe provided under this Agreement which is posted onto the Designated Website. The Original Borrower shallat its own cost comply with any such request within 10 (ten) Business Days.

20. FINANCIAL COVENANTS

20.1. Financial condition

The Original Borrower shall ensure that for so long as any amount is outstanding under a Loan or anyCommitment under the Facilities is in force:

20.1.1. the ratio of Consolidated EBITDA to Consolidated Net Finance Charges in respect of any Measurement Period shall be or shall exceed 5:1; and

20.1.2. the ratio of Consolidated Net Borrowings to Consolidated EBITDA in respect of any Measurement Periodshall not exceed 2.5:1.

20.2. Financial testing

The financial covenants set out in Clause 20.1 (Financial condition) shall be calculated with reference to the Measurement Date falling on the last day of the relevant Measurement Period in accordance with theAccounting Principles and tested by reference to each of the Financial Statements delivered pursuant to Clause19.3 (Financial statements) and/or each Compliance Certificate delivered pursuant to Clause 19.4 (Compliance Certificate).

20.3. Dispute resolution

20.3.1. If the Facility Agent disputes (the Dispute) any of the calculations set out in Clause 20.2 (Financial Testing) (the Calculations), the Facility Agent shall be entitled within 10 (ten) Business Days of notification of theDispute being provided to the Original Borrower, to appoint an expert valuer agreed between the FacilityAgent and the Original Borrower to determine the Calculations and, failing such agreement between theParties within 3 (three) Business Days, then the Facility Agent shall be entitled to appoint any one of Deloitte


and Touche, PricewaterhouseCoopers, KPMG and Ernst & Young or an independent merchant bank todetermine the Calculation on the basis that:

the expert valuer shall act as an expert and not an arbitrator in making its determination;

the expert valuer shall be requested to make its determination as speedily as possible, but in any event within 15 (fifteen) Business Days of its appointment;

the expert valuer shall in writing advise the Original Borrower and the Facility Agent of its determination,shall give written reasons for its decision, and shall in such notice provide reasonable detail of itscalculations;

any determination by the expert valuer shall, in the absence of manifest error, be final and binding on theParties; and

the liability for the expert valuer’ s costs shall be borne by the Original Borrower unless the expert valuerdetermines that the Calculations were substantially correct in which event the expert valuer’ s costs shall beborne by the Lenders pro rata to their Commitments.

21. GENERAL UNDERTAKINGS

The undertakings in this Clause 21 remain in force from the Signature Date for so long as any amount isoutstanding under the Finance Documents or any Commitment is in force.

21.1. Authorisations

Each Obligor shall (and the Original Borrower shall ensure that each other Obligor will) promptly:

21.1.1. obtain, comply with and do all that is necessary to maintain in full force and effect; and

21.1.2. upon written request by the Facility Agent or a Finance Party, supply certified copies to the Facility Agent of,

any Authorisation required under any applicable law to enable it to perform its obligations under the FinanceDocuments and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction ofincorporation of any Finance Document.

21.2. Compliance with laws

Each Obligor shall comply in all respects with all laws and regulations (including, but not limited to,Environmental Law) to which it may be subject, if failure so to comply would materially impair its ability toperform its obligations under the Finance Documents to which it is a party.

21.3. Environmental compliance

Each Obligor shall comply in all material respects with all Environmental Laws and obtain and maintain anyEnvironmental Permits, take all reasonable steps in anticipation of known or expected future changes to orobligations under the Environmental Law or Environmental Permits, and implement procedures to monitorcompliance with and to prevent liability under any Environmental Laws, to the extent required by applicable law.

21.4. Environmental Claims

Each Obligor shall, promptly upon becoming aware of the same, inform the Facility Agent in writing of:

21.4.1. any Environmental Claim (not of a frivolous or vexatious nature and other than the potential claims set outin Schedule 11 (Litigation)) against it or any other member of the Group which is current, pending or (to thebest of its knowledge and belief, after having made due enquiry) threatened; and

21.4.2. any facts or circumstances which are reasonably likely to result in any Environmental Claim (not of a frivolousor vexatious nature and other than the potential claims set out in Schedule 12 (Litigation)) being commenced or threatened against it,


where the claim, if determined against it, has or might reasonably be expected to have a Material Adverse Effect.

21.5. Environmental Information and Undertakings

21.5.1. The Original Borrower shall, promptly upon becoming aware of the same, inform the Facility Agent in writing of any material change to the Environmental condition of the Driefontein Mine or its contiguous properties.

21.5.2. The Original Borrower shall not change the use of the properties on which the Driefontein Mine operates suchthat the change would increase the risk of release of hazardous substances or cause Environmentalcontamination that exceeds regulatory limitations.

21.6. Negative pledge

21.6.1. No member of the Group (other than a Project Finance Subsidiary) shall create or permit to subsist any Encumbrance or Quasi-Encumbrance over any of its assets other than any Permitted Encumbrance.

21.6.2. Notwithstanding Clause 21.6.1 above, no Obligor shall create or permit to subsist any Encumbrance or Quasi-Encumbrance over its assets, in favour of any finance party and/or lender (however defined) under the USDFacility Agreement, without at the same time creating or permitting to subsist any Encumbrance or Quasi-Encumbrance, over the same assets, in favour of the Lenders under this Agreement on a parri passu and pro rata basis and on terms and conditions satisfactory to the Facility Agent.

21.7. Disposals

No member of the Group (other than a Project Finance Subsidiary) shall, enter into a single transaction or aseries of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer orotherwise dispose of any asset, other than a Permitted Disposal.

21.8. Merger

No Obligor shall, (and the Original Borrower shall ensure that no member of the Group will) enter into anyamalgamation, demerger, merger or corporate reconstruction, other than:

21.8.1. a solvent amalgamation, demerger, merger or corporate reconstruction of any of the Obligors in terms ofwhich:

the Finance Documents are preserved as binding upon the amalgamated, demerged, merged and/orreconstructed Obligors;

such amalgamated, demerged, merged and/or reconstructed Obligors will remain members of the Group;and

such amalgamation, demerger, merger and/or corporate reconstruction will not have a Material AdverseEffect;

21.8.2. pursuant to a Permitted Disposal; or

21.8.3. with the prior written consent of the Facility Agent (acting on the instructions of all of the Lenders).

21.9. Acquisitions

No Obligor shall (and the Original Borrower shall ensure that no member of the Group shall) acquire anycompany or any shares or securities or a business, assets or undertaking, other than:

21.9.1. pursuant to a Permitted Acquisition; or

21.9.2. with the prior written consent of the Facility Agent.


21.10. Change of business

Each Obligor shall procure that no substantial change is made to the general nature of the business of the Group,being that of a mining business.

21.11. Financial Indebtedness

No member of the Group (other than an Obligor or a Project Finance Subsidiary) shall incur or allow to remain outstanding any Financial Indebtedness other than Permitted Indebtedness.

21.12. Insurance

Each Obligor shall maintain insurances on and in relation to its business and assets with reputable underwritersor insurance companies to such an extent and against such risks as is usual for companies engaged in the sameor a substantially similar business normally to insure.

21.13. Sanctions

Notwithstanding any other provision in this Agreement, no Obligor shall (and the Original Borrower shallensure that no other member of the Group will) permit or authorise any other person to, directly or indirectly,use, lend, make payments of, contribute or otherwise make available, all or any part of the proceeds of any Loanto fund any trade, business or other activities (i) involving or for the benefit of any Restricted Party, or (ii) inany other manner that would reasonably be expected to result in any Obligor, any member of the Group or anyFinance Party being in breach of any Sanctions or becoming a Restricted Party.

21.14. Pari passu ranking

Each Obligor shall ensure that at all times the claims of the Finance Parties against it under the FinanceDocuments rank at least pari passu with claims of all its other unsecured and unsubordinated creditors, exceptfor obligations mandatorily preferred by any bankruptcy, insolvency, liquidation or other similar laws ofgeneral application in its jurisdiction of incorporation.

21.15. Tax

21.15.1. Each Obligor shall duly and punctually pay and discharge all Taxes imposed upon it or its assets within thetime period allowed without incurring material penalties, except to the extent that:

such payment is being contested in good faith;

adequate reserves are being maintained for those Taxes;

such payment can be lawfully withheld.

21.16. Good title to assets

Each Obligor shall ensure that it has good title to or validly leases or licenses all of the assets necessary, and has all consents and/or authorisations necessary, to carry on its business to the extent that failure to comply withthis requirement could reasonably be expected to have a Material Adverse Effect.

21.17. Guarantors

21.17.1. Notwithstanding any other provision in any Finance Document, the Original Borrower shall ensure that, byno later than the Signature Date and for the duration of the Term, the aggregate of the EBITDA of the Obligorsand the aggregate of the gross assets of the Obligors (excluding all intra-Group items and investments inSubsidiaries of any member of the Group) exceed 85% (eighty-five percent) of the Consolidated EBITDA and the consolidated gross assets of the Group (excluding Project Finance Subsidiaries), as the case may be (the Coverage Test).

21.17.2. If,


at any time, the Coverage Test falls below 85% (eighty-five percent) and at such time all EBITDA contributing wholly-owned Subsidiaries of the Original Borrower are or have become Guarantors, then the OriginalBorrower shall notify the Facility Agent thereof and use all reasonable endeavours to procure such numberof non wholly-owned Subsidiaries as is required to meet the 85% Coverage Test to bind themselves asGuarantors within 30 (thirty) days of the date of the Compliance Certificate showing the Coverage Test notbeing met; or

a member of the Group makes an acquisition, the Original Borrower shall within 90 (ninety) days of the dateof such acquisition;

21.17.2.2.1. determine whether the Coverage Test has been complied with and notify the Facility Agent of the resultthereof; and

21.17.2.2.2. if the Coverage Test falls below 85% (eighty-five percent), and at such time all EBITDA contributing wholly-owned Subsidiaries of the Original Borrower are or have become Guarantors, use all reasonable endeavoursto procure such number of non-wholly-owned Subsidiaries as is required to meet the 85% Coverage Test tobind themselves as Guarantors,

however, if having used such endeavours, the Original Borrower is unable to obtain the necessary consentsto such non wholly-owned Subsidiaries becoming Guarantors at the end of the relevant 30 day or 90 dayperiod, failure to satisfy the Coverage Test shall not constitute an Event of Default or Default under theFinance Documents, but each Lender shall be entitled to require prepayment and cancellation of itsparticipation in the Loans pursuant to Clause 7.2 (Mandatory prepayment: Coverage Test).

21.17.3. For the avoidance of doubt, the 30 day and 90 day periods stipulated in Clause 21.17.2 above, shall run concurrently with the time periods specified in Clause 7.2 (Mandatory prepayment: Coverage Test).

21.17.4. Compliance with the conditions set out in this Clause 21.17 shall initially be determined by reference to the Original Financial Statements, and upon delivery of any Annual Financial Statements or Semi-Annual Financial Statements, as the case may be, pursuant to Clause 19.3 (Financial statements), with reference to the latest Annual Financial Statements or Semi-Annual Financial Statements, as the case may be, delivered to theFacility Agent pursuant to Clause 19.3 (Financial statements) and if an Obligor has acquired an asset, with reference to the most recent management accounts, adjusted to take into account the acquisition.

21.18. JSE Listing

The entire issued share capital of the Original Borrower shall remain listed on the JSE for the entire Term and the Original Borrower shall comply in all material respects with the JSE Listings Requirements.

21.19. Ownership

The Original Borrower shall ensure that for the duration of the Term:

21.19.1. each Obligor is a Subsidiary of the Original Borrower; and

21.19.2. the entire issued share capital of Shared Services Pty Ltd is owned directly, legally and beneficially by theOriginal Borrower.

21.20. Designation of Project Finance Subsidiary

21.20.1. The Original Borrower shall, within 30 (thirty) days of acquiring (including acquiring any interest in) or incorporating a company or person, notify the Facility Agent in writing whether it wishes to designate thatcompany or person, as applicable, as a Project Finance Subsidiary.

21.20.2. The Original Borrower shall only be entitled to designate a company as a Project Finance Subsidiary if noEvent of Default or potential Event of Default would occur or be continuing at the time of or immediatelyafter giving effect to such designation and if the relevant company or person complies with the definition of Project Finance Subsidiary.


22. EVENTS OF DEFAULT

Each of the events or circumstances set out in this Clause 22 (Events of Default) (other than Clause 22.17(Acceleration)) is an Event of Default.

22.1. Non-payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place andin the currency in which it is expressed to be payable unless payment is made within 5 (five) Business Days ofits due date.

22.2. Financial covenants

Any requirement of Clause 20 (Financial Covenants) is not satisfied.

22.3. Other obligations

22.3.1. An Obligor does not comply with any provision of any Finance Documents (other than those referred to inClause 22.1 (Non-payment), Clause 21.17.1 (Guarantors) and Clause 22.2 (Financial covenants)).

22.3.2. No Event of Default under Clause 22.3.1 will occur if the failure to comply is capable of remedy and isremedied within 10 (ten) Business Days of the earlier of (a) the Facility Agent giving notice to remedy such failure to the Original Borrower or relevant Obligor and (b) the Original Borrower or the relevant Obligorbecoming aware of the failure to comply.

22.4. Misrepresentation

22.4.1. Any representation or statement made or deemed to be made by any Obligor in the Finance Documents orany other document delivered by or on behalf of any Obligor under or in connection with any FinanceDocument is or proves to have been incorrect or misleading in any material and adverse respect when made or deemed to be made and same is not remedied within 10 (ten) Business Days after receipt of a notice fromthe Facility Agent (acting on the instructions of the Majority Lenders) requiring such remedy.

22.4.2. Clause 22.4.1 shall not apply where the representation or statement relates to Taxes, unless the amount of suchTaxes is in excess of ZAR100,000,000 (One Hundred Million Rand).

22.5. Cross default

22.5.1. Any Financial Indebtedness of an Obligor is not paid when due, or where there is an applicable grace period, within the originally applicable grace period.

22.5.2. Any Financial Indebtedness of an Obligor is declared to be or otherwise becomes due and payable prior to itsspecified maturity as a result of an event of default (however described.

22.5.3. Any commitment for any Financial Indebtedness of any Obligor is cancelled or suspended by a creditor ofsuch Obligor as a result of an event of default (however described)

22.5.4. Any creditor of an Obligor becomes entitled to declare any Financial Indebtedness due and payable prior toits specified maturity as a result of an event of default (however described) or any commitment for anyFinancial Indebtedness of an Obligor is cancelled or suspended by a creditor as a result of an event of default(however described).

22.5.5. No Event of Default shall occur under this Clause 22.5 if the aggregate amount of indebtedness falling within Clauses 22.5.1 to 22.5.3 is less than ZAR100,000,000 (One Hundred Million Rand).

22.6. Insolvency


22.6.1. Any Obligor is unable or admits inability to pay its debts as they fall due, suspends making payments on anyof its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one ormore of its creditors with a view to rescheduling any of its indebtedness.

22.6.2. The board of directors of an Obligor adopts a resolution declaring the relevant Obligor to be FinanciallyDistressed (as defined in the Companies Act) or the board of that Obligor has not timeously delivered thewritten notice required in terms of section 129(7) of the Companies Act.

22.6.3. A moratorium is declared or takes effect in respect of any indebtedness of any member of the Group or anyObligor.

22.7. Insolvency and business rescue proceedings

22.7.1. Any corporate action, legal proceedings or other procedure or step is taken in relation to:

the suspension of payments, the commencement of business rescue proceedings (whether by any Obligoror by any other person under section 129 of the Companies Act or pursuant to an application by an “affected person” under section 131 of the Companies Act or by the court during any other proceedings in respect ofany member of the Group), a moratorium of any Financial Indebtedness, liquidation, winding-up, dissolution, administration, judicial management, or reorganisation (by way of voluntary arrangement,scheme of arrangement or otherwise) of any Obligor;

a composition, compromise, assignment or arrangement with any creditor of any Obligor;

the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager,judicial manager, business rescue practitioner or other similar officer in respect of any Obligor; or

enforcement of any Encumbrance over any assets of any Obligor,

or any analogous procedure or step is taken in any jurisdiction and any such procedure or proceedings arenot contested in good faith nor discharged within 30 (thirty) days (or such shorter period provided forcontesting such procedure or proceedings under the laws of the relevant jurisdiction).

22.7.2. A resolution is passed by the board of directors of an Obligor, application is made or an order is applied foror granted, to authorise the entry into or implementation of any business rescue proceedings (or any similarproceedings) in respect of any Obligor or any analogous procedure or step is taken in any jurisdiction.

22.8. Creditors’ process

Any expropriation (other than an expropriation where fair compensation is received) or the operation of anattachment, sequestration, distress or execution that affects a material part of the assets or revenues of thatObligor and is not discharged within 21 (twenty-one) days, provided that neither the implementation of the Mineral and Petroleum Resources Development Act, 2002, (MPRDA) (including the broad-based socio-economic empowerment charter (Mining Charter), the revised Mining Charter, the Code of Good Practice for the Minerals Industry and the Housing and Living Condition Standard for the Mining Industry published inaccordance with the MPRDA) substantially in its current form as at the Signature Date, nor the implementationof the Mineral and Petroleum Resources Royalty Act, 2008, substantially in its current form as at the SignatureDate, shall constitute an attachment, sequestration, distress or execution as contemplated by this Clause 22.8, provided that any expropriation (other than an expropriation where fair compensation is received) or the operation of an attachment, sequestration, distress or execution that affects a material part of the assets orrevenues of that Obligor as a result of a breach of or failure to comply with the MPRDA, Mining Charter and/or the Mineral and Petroleum Resources Royalty Act, 2008 shall constitute an attachment, sequestration, distressor execution as contemplated by this Clause 22.8.

22.9. Failure to comply with final judgment

22.9.1. Any Obligor fails within 5 (five) Business Days of the due date to comply with or pay any sum due from itunder any final judgment or any final order (being a judgment or order which is not subject to any rescission


or appeal and/or capable of being subject to any such rescission or appeal) made or given by any court ofcompetent jurisdiction.

22.9.2. No Event of Default will occur under this Clause 22.9, if the amount the relevant Obligor fails to pay pursuantto any final judgment, any final order or any final decision is less than ZAR100,000,000 (One Hundred MillionRand) (or its equivalent in any other currency or currencies).

22.10. Loss of Mining Rights

Any loss of a mining right for any reason whatsoever that affects any material part of the assets or revenues of an Obligor and which is not reinstated within 20 (twenty) days.

22.11. Unlawfulness

22.11.1. It is or becomes unlawful for an Obligor to perform any of its obligations under the Finance Documents orsuch obligations cease to be legal, valid, binding or enforceable obligations.

22.12. Expropriation

22.12.1. By the authority of any governmental, regulatory or other authority or other person:

the management of any Obligor is wholly or partially replaced or the authority of any Obligor in the conduct of its business is wholly or partially curtailed; or

all or a majority of the shares of any Obligor or a material part of the assets or revenues of any Obligor isseized, nationalised, expropriated or compulsorily acquired,

(the events in Clauses 22.12.1.1 and 22.12.1.2 hereafter referred to as an Expropriation Act),

provided that neither the implementation of the MPRDA (including the Mining Charter), the revised MiningCharter, the Code of Good Practice for the Minerals Industry and the Housing and Living Condition Standardfor the Mining Industry published in accordance with the MPRDA) substantially in its current form as at the Signature Date, nor the implementation of the Mineral and Petroleum Resources Royalty Act, 2008,substantially in its current form as at the Signature Date, shall constitute a seizure, nationalisation,expropriation or compulsory acquisition as contemplated by this Clause 22.12 provided that any Expropriation Act as a result of a breach of or failure to comply with the MPRDA, Mining Charter and/or theMineral and Petroleum Resources Royalty Act, 2008 shall constitute a seizure, nationalisation, expropriation or compulsory acquisition as contemplated by this Clause 22.12.

22.13. Cessation of business

Any Obligor suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material partof its business which it undertakes at the First Utilisation Date.

22.14. Repudiation

An Obligor repudiates a Finance Document or any Finance Document is declared to be or is otherwiseunenforceable against an Obligor by a court of the jurisdiction of incorporation of the relevant Obligor.

22.15. Litigation

22.15.1. Any litigation, arbitration, administrative or regulatory proceedings or disputes (Litigation Proceedings) are commenced or threatened in relation to the Finance Documents or the transactions contemplated in theFinance Documents or against any Obligor or its assets which, if adversely determined, might reasonably beexpected to have a Material Adverse Effect.

22.15.2. No Event of Default will arise under this Clause 22.15 arising out of Litigation Proceedings:

that are disclosed in the Original Financial Statements; or

arising from the potential litigation disclosed in Schedule 11 (Litigation).


22.16. Material adverse change

Any change occurs in the business, condition (financial or otherwise), operations, performance, properties orprospects of the Obligors or the Group taken as a whole since the date of the latest audited Financial Statementsthat has or is reasonably likely to have a Material Adverse Effect.

22.17. Acceleration

On and at any time after the occurrence of an Event of Default the Facility Agent may, and shall if so directedby the Majority Lenders, by notice to the Original Borrower:

22.17.1. cancel all or any part of the Total Commitments whereupon they shall immediately be cancelled;

22.17.2. declare that all or part of the Loans, together with accrued interest, and all other amounts accrued oroutstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or

22.17.3. declare that all or part of the Loans be payable on demand, whereupon they shall immediately becomepayable on demand by the Facility Agent.

23. CHANGES TO THE LENDERS

23.1. Cessions and delegations by the Lenders

Subject to this Clause 23, a Lender (the Existing Lender) may cede and/or delegate (a Transfer) any or all of its rights and/or obligations under this Agreement and/or under any other Finance Document to anotherperson (a New Lender). Each Borrower and each other Obligor hereby consents to any splitting of claimswhich may arise as a result of a Transfer permitted by this Agreement.

23.2. Conditions of Transfer

23.2.1. The consent of the Obligors is not required for a Transfer by an Existing Lender to any Permitted Transferee,to an Affiliate (as defined in Schedule 12 (Permitted Transferees)) of an Existing Lender or to any other Lender or an Affiliate (as defined in Schedule 12 (Permitted Transferees)) of another Lender on written notice to the Original Borrower. The consent of the Original Borrower (on its own behalf and on behalf of the otherObligors) is required for a Transfer to any other prospective transferee, unless the assignment or transfer takeseffect at a time when an Event of Default has occurred or is continuing.

23.2.2. Where the consent of the Original Borrower to a Transfer is required in terms of Clause 23.2.1, that consent must not be unreasonably withheld or delayed. The Original Borrower will be deemed to have given its consent 10 (ten) Business Days after the Existing Lender has requested it unless consent is expressly refusedby the Original Borrower within that time. Any consent provided by the Original Borrower shall be bindingon all of the other Obligors.

23.2.3. The Original Borrower (acting reasonably) shall at any time be entitled to deliver a written notice to the FacilityAgent specifying that it wishes to remove a bank or financial institution from the agreed list of PermittedTransferees, which notice shall set out reasonable grounds for the Original Borrower’s request. If the FacilityAgent is satisfied (acting reasonably) that the Original Borrower has reasonable grounds for such removal,the Facility Agent shall notify the Original Borrower in writing accordingly and such bank or financialinstitution shall thereupon be removed from the agreed list of permitted transferees, provided that, to theextent that such bank or financial institution is already a Lender as at the date of such removal, such removal shall not obligate any Finance Party to acquire or re-acquire such bank or financial institution’s participationin any Loans.

23.2.4. In the event an Existing Lender executes a Transfer as contemplated in Clause 23.1 above, the Existing Lender shall procure that the New Lender agrees to become bound by all the terms and conditions of the FinanceDocuments to which the Existing Lender is a party as a party thereto.

23.2.5. A Transfer will only be effective if the procedure set out in Clause 23.4 (Procedure for transfer) is complied with.


23.2.6. If:

a Lender Transfers any of its rights or obligations under the Finance Documents; and

as a result of circumstances existing at the date the Transfer or change occurs, an Obligor would be obligedto make a payment to the New Lender under Clause 12 (Tax gross-up and indemnities) or Clause 13 (Increased Costs),

then the New Lender is only entitled to receive payment under those Clauses to the same extent as the ExistingLender would have been if the Transfer or change had not occurred. This Clause 23.2.6 shall not apply in respect of a Transfer made in the ordinary course of the primary syndication of the Facilities.

23.2.7. Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, thatthe Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date onwhich the Transfer becomes effective in accordance with this Agreement and that it is bound by that decisionto the same extent as the Existing Lender would have been had it remained a Lender.

23.3. Limitation of responsibility of Existing Lenders

23.3.1. Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumesno responsibility to a New Lender for:

the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any otherdocuments;

the financial condition of any Obligor;

the performance and observance by any Obligor of its obligations under the Finance Documents or any otherdocuments; or

the accuracy of any statements (whether written or oral) made in or in connection with any FinanceDocument or any other document,

and any representations or warranties implied by law are excluded.

23.3.2. Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

has made (and shall continue to make) its own independent investigation and assessment of the financialcondition and affairs of each Obligor and its related entities in connection with its participation in thisAgreement and has not relied exclusively on any information provided to it by the Existing Lender inconnection with any Finance Document; and

will continue to make its own independent appraisal of the creditworthiness of each Obligor and its relatedentities whilst any amount is or may be outstanding under the Finance Documents or any Commitment isin force.

23.3.3. Nothing in any Finance Document obliges an Existing Lender to:

accept a re-Transfer from a New Lender of any of the rights and obligations Transferred under this Clause23; or

support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.


23.4. Procedure for transfer

23.4.1. Subject to the conditions set out in Clause 23.2 (Conditions of Transfer) a Transfer is effected in accordance with Clause 23.4.3 below when the Facility Agent executes an otherwise duly completed Transfer Certificatedelivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to Clause 23.4.2below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearingon its face to comply with the terms of this Agreement and delivered in accordance with the terms of thisAgreement, execute that Transfer Certificate.

23.4.2. The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lenderand the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations that apply to it (if any) in relation to the transfer to such NewLender.

23.4.3. On the Transfer Date:

the Transfer shall take effect under the Finance Documents so that the rights and/or obligations which are the subject of the Transfer shall be ceded and delegated by the Existing Lender to the New Lender (beingthe Transferred Rights and Obligations);

each of the Obligors shall perform their obligations and exercise their rights in relation to the TransferredRights and Obligations in favour of or against the New Lender, as the case may be;

the Facility Agent, the Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the NewLender been an Original Lender with the rights and/or obligations comprising the Transferred Rights andObligations;

the Existing Lender shall be released from further obligations to each other Lender under the FinanceDocuments to the extent of the Transferred Rights and Obligations; and

the New Lender shall become a Party as a Lender.

23.5. Copy of Transfer Certificate to Borrower

The Facility Agent shall send to the Original Borrower a copy of each Transfer Certificate executed by it inaccordance with Clause 23.4.1 (Procedure for transfer) as soon as reasonably practicable after it has executed any such Transfer Certificate.

24. CHANGES TO THE OBLIGORS

24.1. Cessions and delegations by Obligors

No Obligor may cede any of its rights or delegate any of its obligations under the Finance Documents withoutthe prior written consent of the Facility Agent.

24.2. Additional Borrowers

24.2.1. Subject to compliance with the provisions of Clauses 19.9.3 and 19.9.4, the Original Borrower may request that any of its Subsidiaries become an Additional Borrower. That Subsidiary shall become an Additional Borrower if:

the Majority Lenders (acting reasonably) have consented in writing to the relevant Subsidiary becoming anAdditional Borrower;

the Additional Borrower delivers to the Facility Agent a duly completed and executed Accession Letter inits capacity as Additional Borrower;

the Additional Borrower delivers to the Facility Agent a duly completed and executed Accession Letter in its capacity as Additional Guarantor;


the Original Borrower confirms that no Default is continuing or would occur as a result of that Subsidiarybecoming an Additional Borrower; and

the Facility Agent has received all of the documents and other evidence listed in Part II of Schedule 3 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to theFacility Agent.

24.2.2. The Facility Agent shall notify the Original Borrower and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II ofSchedule 3 (Conditions Precedent).

24.3. Resignation of a Borrower

24.3.1. The Original Borrower may request that any Borrower (other than the Original Borrower) ceases to be aBorrower by delivering to the Facility Agent a Resignation Letter.

24.3.2. The Facility Agent shall accept a Resignation Letter and notify the Original Borrower, any other Borrower (if applicable) and Lenders of its acceptance if:

no Default is continuing or would result from the acceptance of the Resignation Letter (and the OriginalBorrower has confirmed this is the case);

the relevant Borrower has repaid (i) any Loans borrowed by it pursuant to this Agreement and (ii) any otheramounts due and owing by the relevant Borrower under the Finance Documents to the Finance Parties; and

the Majority Lenders have consented to the Original Borrower’s request.

24.4. Additional Guarantors

24.4.1. Subject to compliance with the provisions of Clauses 19.9.3 and 19.9.4, the Original Borrower may request that any of its Subsidiaries become an Additional Guarantor and shall ensure that any of its Subsidiaries becomes an Additional Guarantor to ensure compliance with the Coverage Test. That Subsidiary shall become anAdditional Guarantor if:

the Majority Lenders (acting reasonably) have consented in writing to the relevant Subsidiary becoming an Additional Guarantor;

the Original Borrower delivers to the Facility Agent a duly completed and executed Accession Letter;

the Facility Agent has received all of the documents and other evidence listed in Part II of Schedule 3 (Conditions Precedent) in relation to that Additional Guarantor, each in form and substance satisfactory to theFacility Agent; and

the Original Borrower has delivered the necessary shareholder and board resolutions to the Facility Agent,authorising it to give the guarantee and indemnity set out in Clause 17 (Guarantee and Indemnity) in respect of the obligations of such Additional Guarantor.

24.4.2. The Facility Agent shall notify the Original Borrower and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part IIof Schedule 3 (Conditions Precedent).

24.5. Resignation of a Guarantor

24.5.1. The Original Borrower may request that a Guarantor (other than the Original Borrower) ceases to be aGuarantor by delivering to the Facility Agent a Resignation Letter.

24.5.2. The Facility Agent shall accept a Resignation Letter and notify the Original Borrower and the Lenders of itsacceptance if:


no Default is continuing or would result from the acceptance of the Resignation Letter (and the OriginalBorrower has confirmed this is the case); and

the Majority Lenders have consented to the Original Borrower’s request.

24.6. Repetition of Representations

Delivery of an Accession Letter constitutes confirmation by the relevant Subsidiary that the RepeatingRepresentations are true and correct in relation to it as at the date of delivery as if made by reference to thefacts and circumstances then existing.

25. ROLE OF THE ARRANGERS

25.1. Role of the Arrangers

Except as specifically provided in the Finance Documents, the Arrangers do not have any obligations of anykind to any other Party under or in connection with any Finance Document.

25.2. No fiduciary duties

25.2.1. Nothing in this Agreement constitutes the Facility Agent or the Arrangers as a trustee or fiduciary of anyother person.

25.2.2. None of the Facility Agent nor the Arrangers shall be bound to account to any Lender for any sum or theprofit element of any sum received by it for its own account.

25.3. Business with the Group

The Facility Agent and the Arrangers may accept deposits from, lend money to and generally engage in anykind of banking or other business with any member of the Group.

26. CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:

26.1. interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinksfit;

26.2. oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or theextent, order and manner of any claim; or

26.3. oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

27. SHARING AMONG THE FINANCE PARTIES

27.1. Payments to Finance Parties

If a Finance Party (a Recovering Finance Party) receives or recovers any amount from an Obligor other than inaccordance with Clause 28 (Payment Mechanics) (a Recovered Amount) and applies that amount to a payment due under the Finance Documents then:

27.1.1. the Recovering Finance Party shall, within 3 (three) Business Days, notify details of the receipt or recovery, tothe Facility Agent;

27.1.2. the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the RecoveringFinance Party would have been paid had the receipt or recovery been received or made by the Facility Agentand distributed in accordance with Clause 28 (Payment mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and

27.1.3. the Recovering Finance Party shall, within 3 (three) Business Days of demand by the Facility Agent, pay tothe Facility Agent an amount (the Sharing Payment) equal to such receipt or recovery less any amount which


the Facility Agent determines may be retained by the Recovering Finance Party as its share of any paymentto be made, in accordance with Clause 28.5 (Partial payments).

27.2. Redistribution of payments

The Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distributeit between the Finance Parties (other than the Recovering Finance Party) (the Sharing Finance Parties) in accordance with Clause 28.5 (Partial payments) towards the obligations of that Obligor to the Sharing FinanceParties.

27.3. Recovering Finance Party’s rights

27.3.1. On a distribution by the Facility Agent under Clause 27.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from an Obligor, as between the relevant Obligor and the Recovering FinanceParty, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having beenpaid by that Obligor.

27.3.2. If and to the extent that the Recovering Finance Party is not able to rely on its rights under Clause 27.3.1 above, the relevant Obligor shall be liable to the Recovering Finance Party for a debt equal to the Sharing Paymentwhich is immediately due and payable.

27.4. Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable andis repaid by that Recovering Finance Party, then:

27.4.1. each Sharing Finance Party shall, upon notification of the Facility Agent, pay to the Facility Agent for theaccount of that Recovering Finance Party an amount equal to the appropriate part of its share of the SharingPayment (together with an amount as is necessary to reimburse that Recovering Finance Party for itsproportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay)(the Redistributed Amount); and

27.4.2. as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevantRedistributed Amount will be treated as not having been paid by that Obligor.

27.5. Exceptions

27.5.1. This Clause 27 shall not apply to the extent that the Recovering Finance Party would not, after making anypayment pursuant to this Clause, have a valid and enforceable claim against the relevant Obligor.

27.5.2. A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

it notified that other Finance Party of the legal or arbitration proceedings; and

that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but didnot do so as soon as reasonably practicable having received notice and did not take separate legal orarbitration proceedings.


28. PAYMENT MECHANICS

28.1. Payments to the Facility Agent

28.1.1. On each date on which an Obligor or a Lender is required to make a payment under a Finance Document,that Obligor or Lender shall make the same available to the Facility Agent (unless a contrary indicationappears in a Finance Document) in ZAR for value by no later than 11.00 am (Johannesburg time) on the due date and in such funds specified by the Facility Agent by way of a funds flow schedule or otherwise.

28.1.2. Payment shall be made to such account in South Africa with such bank as the Facility Agent specifies.

28.2. Distributions by the Facility Agent

Each payment received by the Facility Agent under the Finance Documents for another Party shall, subject toClause 28.3 (Distributions to an Obligor) and Clause 28.4 (Clawback) be made available by the Facility Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement, tosuch account with a bank in South Africa as that Party may notify to the Facility Agent in writing by not lessthan 5 (five) Business Days’ notice.

28.3. Distributions to an Obligor

The Facility Agent shall (with the consent of the Obligor or in accordance with Clause 29 (Set-off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of anyamount of any currency to be so applied

28.4. Clawback

28.4.1. Where a sum is to be paid to the Facility Agent under the Finance Documents for another Party, the FacilityAgent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchangecontract) until it has been able to establish to its satisfaction that it has actually received that sum.

28.4.2. If the Facility Agent pays an amount to another Party and it proves to be the case that the Facility Agent hadnot actually received that amount, then the Party to whom that amount (or the proceeds of any relatedexchange contract) was paid by the Facility Agent shall on demand refund the same to the Facility Agenttogether with interest on that amount from the date of payment to the date of receipt by the Facility Agent,calculated by the Facility Agent to reflect its cost of funds.

28.5. Partial payments

28.5.1. If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payableby an Obligor under the Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order:

first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Facility Agent under theFinance Documents;

secondly, in or towards payment pro rata of any accrued interest, fees, Breakage Costs or commission duebut unpaid under this Agreement;

thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and

fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

28.5.2. The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in Clauses 28.5.1.1 to 28.5.1.4 above.

28.5.3. Clauses 28.5.1 and 28.5.2 above will override any appropriation made by an Obligor.

28.6. No set-off by Obligors


All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without(and free and clear of any deduction for) set-off or counterclaim.

28.7. Business Days

28.7.1. Any payment which is due to be made on a day that is not a Business Day shall be made on the next BusinessDay in the same calendar month (if there is one) or the preceding Business Day (if there is not). In the event that the day for performance of any obligation to be performed in terms of any Finance Document should fallon a day which is not a Business Day, the relevant day for performance shall be the succeeding Business Day.

28.7.2. During any extension of the due date for payment of any principal or Unpaid Sum under this Agreementinterest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

28.8. Currency of account

28.8.1. Subject to Clauses 28.8.2 and 28.8.3, ZAR is the currency of account and payment for any sum due from anObligor under any Finance Document.

28.8.2. Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

28.8.3. Any amount expressed to be payable in a currency other than ZAR shall be paid in that other currency.

28.9. Disruption to Payment Systems etc.

If the Facility Agent is notified by the Original Borrower that a Disruption Event has occurred:

28.9.1. the Facility Agent may, and shall if requested to do so by the Original Borrower, consult with the OriginalBorrower with a view to agreeing with the Original Borrower such changes to the operation or administrationof the Facilities as the Facility Agent may deem necessary in the circumstances;

28.9.2. the Facility Agent shall not be obliged to consult with the Original Borrower in relation to any changesmentioned in Clause 28.9.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

28.9.3. the Facility Agent shall consult with the Finance Parties in relation to any changes mentioned in Clause 28.9.1but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

28.9.4. any such changes agreed upon by the Facility Agent (acting on the instructions of the Majority Lenders) andthe Original Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the FinanceDocuments notwithstanding the provisions of the Intercreditor Agreement;

28.9.5. the Facility Agent shall not be liable for any damages, costs or losses whatsoever arising as a result of itstaking, or failing to take, any actions pursuant to or in connection with this Clause 28.9; and

28.9.6. the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to Clause 28.9.4.

29. SET-OFF

A Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to theextent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If theobligations are in different currencies, the Finance Party may convert either obligation at a market rate ofexchange in its usual course of business for the purpose of the set-off.

30. NOTICES

30.1. Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing


and, unless otherwise stated, may be made by fax or letter.

30.2. Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication isto be made) of each Party for any communication or document to be made or delivered under or in connectionwith the Finance Documents is:

30.2.1. in the case of the Original Borrower and each Additional Guarantor:

Libanon Business Park 1 Hospital Road (Off Cedar Ave) Libanon Westonaria 1779 Attention: Mr Charl Keyter Fax No: (011) 278 9863 E-mail: [email protected]

30.2.2. in the case of Nedbank Limited (acting through its Corporate and Investment Banking division) in its capacityas an Original Lender, a Mandated Lead Arranger and the Facility Agent:

3rd floor F Block Nedbank 135 Rivonia Campus 135 Rivonia Road Sandown 2196 Attention: Head of Transaction Management Fax No: (011) 295 1763 Email: [email protected]

30.2.3. in the case of Nedbank Limited (acting through its Corporate and Investment Banking division) in its capacityas an Original Lender and a Mandated Lead Arranger:

6th floor I Block Nedbank 135 Rivonia Campus 135 Rivonia Road Sandown 2196 Attention: Head: Corporate Banking Credit Risk Fax No: (011) 294 1333 E-mail: [email protected]

30.2.4. in the case of FirstRand Bank Limited (acting through its Rand Merchant Bank division) in its capacity as an Original Lender and Mandated Lead Arranger:

14th Floor 1 Merchant Place Corner Fredman Drive and Rivonia Road Sandton 2196 Attention: Mamfaladi Tlhoaele Fax No: (011) 282 4056 E-mail: [email protected]; and [email protected]


30.2.5. in the case of Bank of China Limited Johannesburg Branch (in its capacity as Original Lender and MandatedLead Arranger):

Alice Lane Towers 14 – 16th Floors 15 Alice Lane Sandton 2146 Attention: Annatjie Kruger/ Sukayna Kok Fax No: +27 11 520 9685 / +27 11 520 9615 E-mail: [email protected]

30.2.6. in the case of Absa Bank Limited in its capacity as an Original Lender and a Co-Arranger:

15 Alice Lane Sandton 2196 Attention: Legal – Documentation and Governance Services Refer: Arlene Roelofse Fax No: (011) 895 7847 E-mail: [email protected]

30.2.7. in the case of The Standard Bank of South Africa Limited (acting through its Corporate and InvestmentBanking division) in its capacity as an Original Lender and a Co-Arranger:

3rd Floor East 30 Baker Street Rosebank 2196 Attention: PMG Manager, Mining and Metals Fax No: (086) 587 6769 E-mail: [email protected] [email protected]; and [email protected]

30.2.8. in the case of Investec Bank Limited (acting through its Corporate and Institutional Banking Division) (in itscapacity as Original Lender and Co-Arranger):

100 Grayston Drive Sandown Sandton 2196 Attention: Head of Resource Finance Fax No: (011) 286 7200 E-mail: [email protected] [email protected]

30.2.9. in the case of Ashburton SA Credit Co-investment Fund 1 (RF) Limited (in its capacity as Lender)

4 Merchant Place Corner Fredman Drive and Rivonia Road Sandton 2196 Attention: Jana Kershaw E-mail: [email protected]


30.2.10. in the case of iNguza Investments (RF) Limited (in its capacity as Lender)

1 Merchant Place Corner Fredman Drive and Rivonia Road Sandton 2196 Attention: Burger van de Merwe Fax No: (011) 384 3233 E-mail: [email protected]

30.2.11. and in the case of any other Lender or any other Obligor, that notified in writing to the Facility Agent on or prior to the date on which it becomes a Party,

or any substitute address or fax number or department or officer as the Party may notify to the Facility Agent (orthe Facility Agent may notify to the other Parties, if a change is made by the Facility Agent) by not less than 5 (five) Business Days’ notice.

30.3. Domicilia

30.3.1. Each of the Parties chooses its physical address provided under or in connection with Clause 30.2 (Addresses) as its domicilium citandi et executandi at which documents in legal proceedings in connection with thisAgreement or any other Finance Document may be served.

30.3.2. Any Party may by written notice to the other Parties change its domicilium from time to time to anotheraddress, not being a post office box or a poste restante, in South Africa, provided that any such change shall only be effective on the fourteenth day after deemed receipt of the notice by the other Parties pursuant toClause 30.4 (Delivery).

30.4. Delivery

30.4.1. Any communication or document made or delivered by one person to another under or in connection withthe Finance Documents will:

if by way of fax, be deemed to have been received on the first Business Day following the date oftransmission provided that the fax is received in legible form;

if delivered by hand, be deemed to have been received at the time of delivery; and

if by way of courier service, be deemed to have been received on the seventh Business Day following thedate of such sending,

and provided, if a particular department or officer is specified as part of its address details provided underClause 30.2 (Addresses), if such communication or document is addressed to that department or officer, unlessthe contrary is proved.

30.4.2. Any communication or document to be made or delivered to the Facility Agent will be effective only whenactually received by the Facility Agent and then only if it is expressly marked for the attention of thedepartment or officer identified with the Facility Agent’s signature below (or any substitute department orofficer as the Facility Agent shall specify for this purpose).

30.4.3. All notices from or to an Obligor shall be sent through the Facility Agent.

30.4.4. Any communication or document made or delivered to the Borrower in accordance with this Clause will bedeemed to have been made or delivered to each of the Obligors.


30.5. Notification of address and fax number

Promptly upon receipt of notification of an address or fax number or change of address or fax number pursuantto Clause 30.2 (Addresses) or changing its own address or fax number, the Facility Agent shall notify the otherParties.

30.6. Electronic communication

30.6.1. Any communication to be made between the Facility Agent and a Lender under or in connection with theFinance Documents may be made by electronic mail or other electronic means, if the Facility Agent and therelevant Lender:

agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

notify each other in writing of their electronic mail address and/or any other information required to enablethe sending and receipt of information by that means; and

notify each other of any change to their address or any other such information supplied by them.

30.6.2. Any electronic communication made between the Facility Agent and a Lender will be effective only whenactually received in readable form and in the case of any electronic communication made by a Lender to theFacility Agent only if it is addressed in such a manner as the Facility Agent shall specify for this purpose.

30.7. English language

Any notice or other document given under or in connection with any Finance Document must be in English.

31. CALCULATIONS AND CERTIFICATES

31.1. Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entriesmade in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

31.2. Certificates and Determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, inthe absence of manifest error, prima facie evidence of the matters to which it relates.

31.3. Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and iscalculated on the basis of the actual number of days elapsed and a year of 365 days (irrespective of whether theyear in question is a leap year).

32. PARTIAL INVALIDITY

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid, unenforceable or inoperablein any respect under any law of any jurisdiction, neither the legality, validity, enforceability or operation of theremaining provisions nor the legality, validity, enforceability or operation of such provision under the law of anyother jurisdiction will in any way be affected or impaired. The term inoperable in this Clause 32 shall include, without limitation, inoperable by way of suspension or cancellation.

33. REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy underthe Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedyprevent any further or other exercise or the exercise of any other right or remedy. The rights and remediesprovided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.


34. AMENDMENTS AND WAIVERS

34.1. Subject to the provisions of the Intercreditor Agreement which require the consent of all Lenders to anamendment to the Finance Documents, any term of the Finance Documents may be amended or waived onlywith the consent of the Majority Lenders and the Obligors and any such amendment or waiver will be bindingon all Parties.

34.2. The Facility Agent may effect and execute, on behalf of any Finance Party, any amendment or waiver permittedby this Clause and the Intercreditor Agreement.

34.3. No amendment or waiver contemplated by this Clause 34 shall be of any force or effect unless in writing and signed by or on behalf of the relevant Parties.

34.4. An amendment or waiver which relates to the rights or obligations of the Facility Agent or the Arrangers (eachin their capacity as such) may not be effected without the consent of the Facility Agent or, as the case may be,that Arranger.

35. CONFIDENTIALITY

35.1. Confidential Information

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone,save to the extent permitted by Clause 35.2 (Disclosure of Confidential Information), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its ownconfidential information.

35.2. Disclosure of Confidential Information

Any Finance Party may disclose:

35.2.1. to any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors,partners and Representatives such Confidential Information as that Finance Party shall consider appropriateif any person to whom the Confidential Information is to be given pursuant to this Clause 35.2.1 is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject toprofessional obligations to maintain the confidentiality of the information or is otherwise bound byrequirements of confidentiality in relation to the Confidential Information;

35.2.2. to any other person:

to (or through) whom it Transfers (or may potentially Transfer) all or any of its rights and obligations underthis Agreement and to any of that person’s Affiliates, Representatives and professional advisers;

with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, anysub-participation or other credit participation in relation to, or any other transaction under which paymentsare to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person’s Affiliates, Representatives and professional advisers;

appointed by any Finance Party or by a person to whom Clause 35.2.2.1 or Clause 35.2.2.2 applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on itsbehalf;

who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly orindirectly, any transaction referred to in Clause 35.2.2.1 or Clause 35.2.2.2;

to whom information is required or requested to be disclosed by any court of competent jurisdiction or anygovernmental, banking, taxation or other regulatory authority or similar body, the rules of any relevantstock exchange or pursuant to any applicable law or regulation;


to whom information is required to be disclosed in connection with, and for the purposes of, any litigation,arbitration, administrative or other investigations, proceedings or disputes;

who is a Party; or

with the consent of the Borrower;

in each case, such Confidential Information as that Finance Party shall consider appropriate if:

in relation to Clauses 35.2.2.1, 35.2.2.2 and 35.2.2.3, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for aConfidentiality Undertaking if the recipient is a professional adviser and is subject to professionalobligations to maintain the confidentiality of the Confidential Information;

in relation to Clause 35.2.2.4, the person to whom the Confidential Information is to be given has enteredinto a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Informationmay be price-sensitive information; and

in relation to Clauses 35.2.2.5, 35.2.2.6 and 35.2.2.7, the person to whom the Confidential Information is tobe given is informed of its confidential nature and that some or all of such Confidential Information may beprice-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances; and

35.2.3. to any rating agency (including its professional advisers) such Confidential Information as may be requiredto be disclosed to enable such rating agency to carry out its normal rating activities in relation to the FinanceDocuments and/or the Obligors if the rating agency to whom the Confidential Information is to be given isinformed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information.

35.3. Entire agreement

This Clause 35 constitutes the entire agreement between the Parties in relation to the obligations of the FinanceParties under the Finance Documents regarding Confidential Information and supersedes any previousagreement, whether express or implied, regarding Confidential Information.

35.4. Inside information

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Partiesundertakes not to use any Confidential Information for any unlawful purpose.

35.5. Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:

35.5.1. of the circumstances of any disclosure of Confidential Information made pursuant to Clause 35.2.2.5 except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary courseof its supervisory or regulatory function; and

35.5.2. upon becoming aware that Confidential Information has been disclosed in breach of this Clause 35.

35.6. Continuing obligations

The obligations in this Clause 35 are continuing and, in particular, shall survive and remain binding on eachFinance Party for a period of 12 (twelve) months from the earlier of:

35.6.1. the Discharge Date; and


35.6.2. the date on which such Finance Party otherwise ceases to be a Finance Party.

36. FINANCE PARTY RIGHTS

Clauses 25 (Role of the Arrangers) to Clause 27 (Sharing among the Finance Parties) are for the benefit of the FinanceParties only. No Obligor shall be entitled to any rights or benefits under the relevant Clauses.

37. RENUNCIATION OF BENEFITS

Each Obligor renounces, to the extent permitted under applicable law, the benefits of each of the legal exceptionsof excussion, division, revision of accounts, no value received, errore calculi, non causa debiti, non numeratae pecuniaeand cession of actions, and declares that it understands the meaning of each such legal exception and the effectof such renunciation.

38. COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if thesignatures on the counterparts were on a single copy of the Finance Document.

39. WAIVER OF IMMUNITY

Each Obligor irrevocably and unconditionally waives any right it may have to claim for itself or any of its assetsimmunity from suit, execution, attachment or other legal process.

40. SOLE AGREEMENT

The Finance Documents constitute the sole record of the agreement between the Parties in regard to the subjectmatter thereof.

41. NO IMPLIED TERMS

No Party shall be bound by any express or implied term, representation, warranty, promise or the like, not recorded in any Finance Document in regard to the subject matter thereof.

42. EXTENSIONS AND WAIVERS

No latitude, extension of time or other indulgence which may be given or allowed by any Party to any other Party in respect of the performance of any obligation hereunder or enforcement of any right arising from any FinanceDocument and no single or partial exercise of any right by any Party shall under any circumstances be construedto be an implied consent by such Party or operate as a waiver or a novation of, or otherwise affect any of thatParty’s rights in terms of or arising from any Finance Document or estop such Party from enforcing, at any timeand without notice, strict and punctual compliance with each and every provision or term of any Finance Document.

43. INDEPENDENT ADVICE

Each Obligor acknowledges that it has been free to secure independent legal and other advice as to the natureand effect of all of the provisions of the Finance Documents and that it has either taken such independent legaland other advice or dispensed with the necessity of doing so. Further, each of the Obligors acknowledges that allof the provisions of each Finance Document and the restrictions therein contained are part of the overall intentionof the Parties in connection with the Finance Documents.

44. GOVERNING LAW AND JURISDICTION

44.1. Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by South African law.

44.2. Jurisdiction


44.2.1. The Parties hereby irrevocably and unconditionally consent to the non-exclusive jurisdiction of the SouthGauteng High Court, Johannesburg, South Africa (or any successor to that division) in regard to all mattersarising from the Finance Documents (including a dispute relating to the existence, validity or termination ofthis Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (aDispute).

44.2.2. The Parties agree that the courts of South Africa are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

44.2.3. This Clause 44.2 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be preventedfrom taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed bylaw, the Finance Parties may take concurrent proceedings in any number of jurisdictions.


SCHEDULE 1 THE LENDERS AND ADDITIONAL GUARANTORS

Part I: The Original Facility A Lenders

Absa Bank Limited A public company and registered bank duly incorporated under the laws of South Africa, with registration number 1986/004794/06

Bank of China Limited Johannesburg Branch An external company and registered bank duly incorporated in accordance with the laws of South Africa, with registration number 2000/008434/10

FirstRand Bank Limited (acting through its Rand Merchant Bank division)

A public company and registered bank duly incorporated under the laws of South Africa, with registration number 1929/001225/06

Investec Bank Limited (acting through its Corporate and Institutional Banking Division)


Nedbank Limited (acting through its Corporate and Investment Banking division)


The Standard Bank of South Africa Limited (acting through its Corporate and Investment Banking division)



Part II: The Original Facility B Lenders

Bank of China Limited Johannesburg Branch An external company and registered bank duly incorporated in accordance with the laws of South Africa, with registration number 2000/008434/10

FirstRand Bank Limited (acting through its Rand Merchant Bank division)


Investec Bank Limited (acting through its Corporate and Institutional Banking Division)


Nedbank Limited (acting through its Corporate and Investment Banking division)



Part III: The New Facility A Lenders

Ashburton SA Credit Co-Investment Fund 1 (RF) Limited A public company and registered bank duly incorporated under the laws of South Africa, with registration number 2014/072618/06

iNguza Investments (RF) Limited A public company duly incorporated under the laws of South Africa, with registration number 2008/003346/06


Part IV: The Additional Guarantors

Ezulwini Mining Company Proprietary Limited A private company and registered bank duly incorporated under the laws of South Africa, with registration number 2004/028640/07

Rand Uranium Proprietary Limited A private company duly incorporated under the laws of South Africa, with registration number 2007/007531/07


SCHEDULE 2 THE ORIGINAL COMMITMENTS

Original Lenders Facility A Commitments

Facility B Commitments

Absa Bank Limited (acting through its Absa Capital division) ZAR267,187,500 -

Ashburton SA Credit Co-Investment Fund 1 (RF) Limited ZAR6,679,687.50 -

Bank of China Limited Johannesburg Branch ZAR268,750,000 ZAR750,000,000

FirstRand Bank Limited (acting through its Rand Merchant Bank division) ZAR164,765,625 ZAR500,000,000

Investec Bank Limited (acting through its Corporate and Institutional BankingDivision)

ZAR89,062,500 ZAR250,000,000

iNguza Investments (RF) Limited ZAR6,679,687.50 -

Nedbank Limited (acting through its Corporate and Investment Banking division) ZAR268,750,000 ZAR750,000,000

The Standard Bank of South Africa Limited (acting through its Corporate andInvestment Banking division)

ZAR178,125,000 ZAR250,000,000

Total ZAR1,250,000,000 ZAR2,500,000,000


SCHEDULE 3 CONDITIONS PRECEDENT

Part I : Initial Conditions Precedent

1. Original Borrower

1.1 A copy of the constitutional documents of the Original Borrower.

1.2 A copy of a resolution of the board of directors of the Original Borrower:

1.2.1 approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a partyand resolving that it execute the Finance Documents to which it is a party;

1.2.2 authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf;and

1.2.3 authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices(including, if relevant and without limitation, any Utilisation Request) to be signed and/or despatched by itunder or in connection with the Finance Documents to which it is a party.

1.3 A specimen of the signature of each person authorised by the resolution referred to in Clause 1.2 above.

1.4 To the extent required by the Companies Act or other applicable law, and with reference to the constitutionaldocuments of the Original Borrower, a copy of a resolution duly passed by the holders of the issued shares ofthe Original Borrower, approving the terms of, and the transactions contemplated by, the Finance Documentsto which the Original Borrower is a party, or to the extent not required, a legal opinion evidencing that it is notrequired.

1.5 A certificate from the Original Borrower (signed by a director) confirming that borrowing or guaranteeing, asappropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding onit to be exceeded.

1.6 A certificate of an authorised signatory of the Original Borrower certifying that each copy document relating toit specified in this Part I of Schedule 3 is correct, complete and in full force and effect as at a date no earlier thanthe Signature Date.

1.7 A certificate signed by a director of the Original Borrower certifying in writing that business rescue proceedingshave not commenced in respect of the Original Borrower or Shared Services Pty Ltd.

1.8 A certificate signed by a director of the Original Borrower certifying in writing that no Material Adverse Effect has occurred between the Signature Date and Effective Date.

2. Finance Documents

Duly executed originals of the following documents:

2.1 this Agreement;

2.2 the Debt Guarantee;

2.3 the Intercreditor Agreement;

2.4 the Consent Letter;

2.5 all Fee Letters; and

2.6 the addendum concluded amongst the Original Borrower and the Debt Guarantor on or about the 10 December2013 pursuant to which the cession and pledge in security entered into between the Debt Guarantor and the Original Borrower on or about 22 August 2013 is amended all on the terms and subject to the conditionscontained therein.


3. Legal opinions

3.1 A legal opinion of Bowman Gilfillan Inc., legal advisers to the Finance Parties in South Africa, dealing with the legality and enforceability of the Finance Documents, substantially in the form distributed to the OriginalLenders prior to signing this Agreement.

3.2 A legal opinion of Baker McKenzie, legal advisers to the Original Borrower in South Africa, dealing with thecapacity and authority of the Original Borrower to enter into the Finance Documents, which opinion willinclude, but will not be limited to, confirmation that the limit on the Original Borrower’s powers will not be exceeded as a result of the borrowings or indemnities contemplated by the Finance Documents, substantiallyin the form distributed to the Original Lenders prior to signing this Agreement.

3.3 A legal opinion of Linklaters confirming that the granting of the security interests granted by any Obligor infavour of the Debt Guarantor and/ or the Finance Parties, together with such further security interests as theDebt Guarantor and/ or the Finance Parties may from time to time require to be granted by agreement betweenthe Borrower and the Facility Agent (acting on the instructions of the Majority Lenders) for the obligations ofany Obligor under the Finance Documents and any other security granted in favour of the Debt Guarantor and/or Finance Parties from time to time, does not breach and is not in conflict with the provisions of clause 2(Negative Pledge) of the terms and conditions of the US$1,000,000,000 guaranteed bonds issued by Gold FieldsOrogen Holding (BVI) Limited maturing 7 October 2020.

4. Other documents and evidence

4.1 A copy of the Original Financial Statements.

4.2 A copy of the Franca-Nevada Loan Agreement and all Encumbrances and guarantees given by any member ofthe Group in connection therewith.

4.3 The Facility Agent has received a copy of an irrevocable notice of prepayment of the Facility Outstandings (asdefined in the Existing Borrower Facility Agreement) and each lender under the Existing BorrowerIndebtedness has irrevocably waived any notice period or other administrative requirement or notice period relating to the prepayment of the Facility Outstandings (as defined in the Existing Borrower Facility Agreement)owing to it.

4.4 The Facility Agent has confirmed that it has received an amount equal to ZAR500,000,000 (Five HundredMillion Rand) from the Original Borrower, together with an irrevocable payment instructions to apply suchamount to repayment of the Existing Borrower Indebtedness on the First Utilisation Date.

4.5 A copy of any other Authorisation, consent or other document, opinion or assurance which the Facility Agentconsiders to be necessary (if it has notified the Original Borrower accordingly) in connection with the entry intoand performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

4.6 Evidence that the fees, costs and expenses then due from the Original Borrower pursuant to Clause 11 (Fees)and Clause 16 (Costs and expenses) have been paid or will be paid by the date of the First Utilisation Date.

4.7 Such documentation and other evidence as is reasonably requested by the Facility Agent (for itself or on behalfof any other Finance Party) in order for the Facility Agent and each other Finance Party to carry out and be satisfied it has complied with all necessary "know your customer" or similar identification procedures under applicable laws and regulations (including the Financial Intelligence Centre Act, 2001) pursuant to thetransactions contemplated in the Finance Documents.

4.8 A list specifying all immovable property owned by the Original Borrower on which the Driefontein miningoperations are being conducted in form and substance satisfactory to the Facility Agent.


Part II: Conditions Precedent Required to be Delivered by an Additional Obligor

1. An Accession Letter duly executed by the Additional Obligor and the Original Borrower.

2. A copy of the Constitutional Documents of the Additional Obligor.

3. A copy of a resolution of the board or, if applicable, a committee of the board of directors of the AdditionalObligor:

3.1 approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documentsand resolving that it execute and perform the Accession Letter and any other Finance Document to which it is a party;

3.2 if the Additional Obligor is incorporated in South Africa, complying with the requirements of section 45(3)(b), section 45(4) and section 46 of the Companies Act;

3.3 authorising a specified person or persons to execute the Accession Letter and the other Finance Documents onits behalf;

3.4 authorising a specified person or persons, on its behalf, to sign and/or despatch the Accession Letter and allother documents and notices to be signed and/or despatched by it under or in connection with the FinanceDocuments; and

3.5 authorising the Original Borrower to act as its agent in connection with the Finance Documents.

4. A copy of a resolution of the board or, if applicable, a committee of the board of directors of the Additional Obligor comply with the requirements of section 45(3)(b) and section 45(4) of the Companies Act.

5. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.

6. If required by applicable law or by the Constitutional Documents of the Additional Obligor, a copy of a resolutionpassed by the requisite majority of the holders of the issued shares of the Additional Obligor, approving theterms of, and the transactions contemplated by, the Finance Documents to which it is a party.

7. If the Additional Obligor is incorporated in South Africa, a copy of a special resolution of the shareholders of theAdditional Obligor approving, in accordance with section 45(3)(a)(ii) of the Companies Act, any financial assistance to be granted by the Additional Obligor pursuant to section 45(2) of the Companies Act under the Finance Documents to which it is a party.

8. A copy of a special resolution of the shareholders of the Original Borrower approving, in accordance with section 45(3)(a)(ii) of the Companies Act, any financial assistance to be granted by the Original Borrower pursuantto section 45(2) of the Companies Act under the Finance Documents to which it is a party.

9. A certificate of the Additional Obligor, (signed by a director) confirming that borrowing or guaranteeing theTotal Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to beexceeded.

10. A certificate of an authorised signatory of the Additional Obligor, certifying that each copy document listed in this Part II of Schedule 3 is correct, complete and in full force and effect as at a date no earlier than the date of theAccession Letter.

11. A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considersto be necessary in connection with the entry into and performance of the transactions contemplated by theAccession Letter or for the validity and enforceability of any Finance Document.

12. If available, the latest audited financial statements of the Additional Obligor.

13. The following legal opinions, each addressed to the Facility Agent and the Lenders:


13.1 a legal opinion of legal advisers to the Facility Agent and the Lenders in South Africa, as to South African lawin the form distributed to the Lenders prior to signing the Accession Letter;

13.2 a legal opinion of the legal advisers to the Obligors, as to South African law in the form distributed to theLenders prior to signing the Accession Letter; and

13.3 if the Additional Obligor is incorporated in a jurisdiction other than South Africa, a legal opinion of the legaladvisors to the Facility Agent and the Lenders or legal advisers to the Obligors (as agreed between the Facility Agent and the Original Borrower) in the jurisdiction of its incorporation in the form distributed to the Lendersprior to signing the Accession Letter.


SCHEDULE 4 FORM OF UTILISATION REQUEST

From: [Borrower]

To: [Facility Agent]

Dated: [●]

Dear Sirs

Sibanye Gold Limited – Term and Revolving Credit Facilities Agreement dated 10 December 2013 (the Agreement) 4.2

1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2. We wish to borrow a Loan on the following terms:

Borrower: [●]

Proposed Utilisation Date: (or, if that is not a Business Day, the next Business Day)

Facility to be utilized: [Facility A]/[Facility B]

Amount: ZAR[●] or, if less, the Available Facility

Interest Period: [●]

3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of thisUtilisation Request.

4. The proceeds of this Loan should be credited to the following bank accounts:

[insert].

5. This Utilisation Request is a Finance Document.

6. This Utilisation Request is irrevocable.

For and on behalf of Sibanye Gold Limited

Name: Capacity: Who warrants his authority hereto


SCHEDULE 5 FORM OF CONFIDENTIALITY UNDERTAKING

To: [Insert name of Potential Purchaser/Purchaser’s agent/broker.]

Re: The Agreement:

Borrower:

Date:

Amount:

Agent:

Date: [●]

Dear Sirs

Sibanye Gold Limited – Term and Revolving Credit Facilities Agreement dated 10 December 2013 (the Agreement)

We understand that you are considering [acquiring]1/[arranging the acquisition of]2 an interest in the Facilities (the Acquisition). In consideration of us agreeing to make available to you certain information, by your signature of a copy of this letter you agree as follows:

1. Confidentiality Undertaking

You undertake (a) to keep the Confidential Information confidential and not to disclose it to anyone except asprovided for by paragraph 2 below and to ensure that the Confidential Information is protected with securitymeasures and a degree of care that would apply to your own confidential information, (b) to use the ConfidentialInformation only for the Permitted Purpose, (c) to use all reasonable endeavours to ensure that any person towhom you pass any Confidential Information (unless disclosed under paragraph [2.2 or]3 2.3 below) acknowledges and complies with the provisions of this letter as if that person were also a party to it, and (d) notto make enquiries of any member of the Group or any of their officers, directors, employees or professionaladvisers relating directly or indirectly to the Acquisition.

1 Delete if addressee is acting as broker or agent.

2 Delete if addressee is acting as principal.

3 Delete as applicable.

2. Permitted Disclosure


We agree that you may disclose Confidential Information:

2.1 to members of the Purchaser Group and their officers, directors, employees and professional advisers to theextent necessary for the Permitted Purpose and to any auditors of members of the Purchaser Group;

2.2 [subject to the requirements of the Agreement, in accordance with the Permitted Purpose so long as anyprospective purchaser has delivered a letter to you in equivalent form to this letter.]

2.3 subject to the requirements of the Agreement, to any person to (or through) whom you assign or transfer (ormay potentially assign or transfer) all or any of the rights, benefits and obligations which you may acquireunder the Agreement or with (or through) whom you enter into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, theAgreement or the Borrower or any member of the Group so long as that person has delivered a letter to you inequivalent form to this letter; and

2.4 (i) where requested or required by any court of competent jurisdiction or any competent judicial, governmental,supervisory or regulatory body, (ii) where required by the rules of any stock exchange on which the shares orother securities of any member of the Purchaser Group are listed or (iii) where required by the laws orregulations of any country with jurisdiction over the affairs of any member of the Purchaser Group.

3. Notification of Required or Unauthorised Disclosure

You agree (to the extent permitted by law) to inform us of the full circumstances of any disclosure underparagraph 2.4 or upon becoming aware that Confidential Information has been disclosed in breach of this letter.

4. Return of Copies

If we so requested in writing, you shall return all Confidential Information supplied to you by us and destroy orpermanently erase all copies of Confidential Information made by you and use all reasonable endeavours toensure that anyone to whom you have supplied any Confidential Information destroys or permanently erases such Confidential Information and any copies made by them, in each case save to the extent that you or therecipients are required to retain any such Confidential Information by any applicable law, rule or regulation orby any competent judicial, governmental, supervisory or regulatory body or in accordance with internal policy,or where the Confidential Information has been disclosed under paragraph 2.4 above.

5. Continuing Obligations

The obligations in this letter are continuing and, in particular, shall survive the termination of any discussions ornegotiations between you and us. Notwithstanding the previous sentence, the obligations in this letter shall cease(a) if you become a party to the Agreement or (b) 12 (twelve) Months after you have returned all Confidential Information supplied to you by us and destroyed or permanently erased all copies of Confidential Informationmade by you (other than any such Confidential Information or copies which have been disclosed underparagraph 2 above (other than sub-paragraph 2.1 above) or which, pursuant to paragraph 4 above, are notrequired to be returned or destroyed).

6. No Representation, Consequences of Breach, etc

You acknowledge and agree that:

6.1 neither we [nor our principal]4 nor any member of the Group nor any of our or their respective officers,employees or advisers (each a Relevant Person) (i) make any representation or warranty, express or implied,as to, or assume any responsibility for the accuracy, reliability or completeness of any of the Confidential Information or any other information supplied by us or the assumptions on which it is based or (ii) shall beunder any obligation to update or correct any inaccuracy in the Confidential Information or any otherinformation supplied by us or be otherwise liable to you or any other person in respect to the ConfidentialInformation or any such information; and


6.2 we [or our principal]5 or members of the Group may be irreparably harmed by the breach of the terms hereof and damages may not be an adequate remedy; each Relevant Person may be granted an injunction or specificperformance for any threatened or actual breach of the provisions of this letter by you.

7. Sole Agreement, No Implied Terms, No Variation, Extensions and Waivers

7.1 This letter constitutes the sole record of the agreement between us and you (each, a Party, and collectively the Parties) in regard to the subject matter hereof.

7.2 No Party shall be bound by any express or implied term, representation, warranty, promise or the like, not recorded in this letter.

7.3 No addition to, variation or consensual cancellation of this letter and no extension of time, waiver or relaxationor suspension of any of the provisions or terms hereof shall be of any force or effect unless in writing and signed by or on behalf of all the Parties.

7.4 No latitude, extension of time or other indulgence which may be given or allowed by any Party to any otherParty in respect of the performance of any obligation hereunder or enforcement of any right arising from thisletter and no single or partial exercise of any right by any Party shall under any circumstances be construed tobe an implied consent by such Party or operate as a waiver or a novation of, or otherwise affect any of that Party’s rights in terms of or arising from this letter or estop such Party from enforcing, at any time and withoutnotice, strict and punctual compliance with each and every provision or term hereof.

8. Inside Information

You acknowledge that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation relating to insiderdealing and you undertake not to use any Confidential Information for any unlawful purpose.

9. Nature of Undertakings

The undertakings given by you under this letter are given to us and (without implying any fiduciary obligationson our part) are also given for the benefit of [our principal]6 the Borrower and each other member of the Group.

4 Delete if letter is sent out by the Seller rather than the Seller’s broker or agent.



10. Governing Law and Jurisdiction

This letter (including the agreement constituted by your acknowledgment of its terms) shall be governed by andconstrued in accordance with the laws of South Africa and the parties submit to the non-exclusive jurisdiction of the South Gauteng High Court, Johannesburg, South Africa (or any successor to that Division) in regard to allmatters arising from this letter.

11. Definitions

In this letter, terms defined in the Agreement shall, unless the context otherwise requires, have the same meaningand the words and expressions set forth below shall bear the following meanings and cognate expressions shallbear corresponding meanings:


11.1 Borrower shall bear the meaning defined in the Agreement;

11.2 Confidential Information means any information relating to the Borrower, the Group, the Agreement and/orthe Acquisition provided to you by us or any of our affiliates or advisers, in whatever form, and includesinformation given orally and any document, electronic file or any other way of representing or recordinginformation which contains or is derived or copied from such information but excludes information that (a) isor becomes public knowledge other than as a direct or indirect result of any breach of this letter or (b) is knownby you before the date the information is disclosed to you by us or any of our affiliates or advisers or is lawfullyobtained by you thereafter, other than from a source which is connected with the Group and which, in eithercase, as far as you are aware, has not been obtained in violation of, and is not otherwise subject to, any obligationof confidentiality;

11.3 Group shall bear the meaning defined in the Agreement;

11.4 Permitted Purpose means [subject to the terms of this letter, passing on information to a prospective purchaserfor the purpose of]7 considering and evaluating whether to enter into the Acquisition; and

11.5 Purchaser Group means you, and each of your affiliates.

Please acknowledge your agreement to the above by signing and returning the enclosed copy. Yours faithfully For and on behalf of [Seller/Seller’s agent/broker] To: [Seller] [Seller’s agent/broker] The Original Borrower and each other member of the Group We acknowledge and agree to the above. For and on behalf of [Potential Purchaser/Purchaser’s agent/broker]

7 Delete if addressee is acting as principal.


SCHEDULE 6 FORM OF TRANSFER CERTIFICATE

To: [●] as Facility Agent

From: [The Existing Lender] (the Existing Lender) and [the new Lender] (the New Lender)

Dated: [●]

Dear Sirs


1. We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaningin this Transfer Certificate unless given a different meaning in this Transfer Certificate.

2. We refer to Clause 23.4 (Procedure for transfer):

2.1 The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by cessionand delegation all or part of the Existing Lender’s Commitment, rights and obligations referred to in the Schedulein accordance with Clause 23.4 (Procedure for transfer).

2.2 The proposed Transfer Date is [●].

2.3 The office and address through which the New Lender will perform its obligations, fax number and attentiondetails for notices of the New Lender for the purposes of Clause 30.2 (Addresses) are set out in the Schedule.

3. The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in Clause23.3.3.

4. The New Lender agrees that it shall assume the same obligations towards each other Finance Party under the Finance Documents (including the Intercreditor Agreement) as if it had been an original party to the relevantFinance Document.

5. This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

6. This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governedby, and construed in accordance with, South African law.

7. This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.


THE SCHEDULE

Commitment/rights and obligations to be transferred

[insert relevant details]

[Office, address, fax number and attention details for notices and account details for payments]

For and on behalf of For and on behalf of [Existing Lender] [New Lender] Name: Name: Capacity: Capacity: Who warrants his authority hereto Who warrants his authority hereto This Transfer Certificate is accepted by the Facility Agent and the Transfer Date is confirmed as [●].

For and on behalf of [●] as Facility Agent Name: Capacity: Who warrants his authority hereto


SCHEDULE 7 FORM OF ACCESSION LETTER


From: [Subsidiary] and Sibanye Gold Limited

Dated: [●]

Dear Sirs


1. We refer to the Agreement. This is an Accession Letter. Terms defined in the Agreement have the same meaning in thisAccession Letter unless given a different meaning in this Accession Letter.

2. [Subsidiary] agrees to become an [Additional Borrower]/[Additional Guarantor] and to be bound by the terms of theAgreement as a[n Additional Borrower]/[Guarantor] pursuant to Clause [24.2 (Additional Borrowers)/ 24.4 (Additional Guarantors)] of the Agreement. [Subsidiary] is a company duly incorporated under the laws of [name of relevant jurisdiction].

3. [Subsidiary’s] administrative details are as follows:

Address:

Fax No:

Attention:

4. This Accession Letter and any non-contractual obligations arising out of or in connection with it are governed by, and construed in accordance with South African law.

For and on behalf of For and on behalf of [Subsidiary] Sibanye Gold Limited Name: Name: Capacity: Capacity: Who warrants his authority hereto Who warrants his authority hereto Accepted on this the ………. day of …………………………………. 20.... For and on behalf of [●] as Facility Agent Name: Capacity: Who warrants his authority hereto


SCHEDULE 8 FORM OF RESIGNATION LETTER


From: [resigning Obligor] and [Original Borrower]

Dated: [●]

Dear Sirs


1. We refer to the Agreement. This is a Resignation Letter. Terms defined in the Agreement have the same meaning in thisResignation Letter unless given a different meaning in this Resignation Letter.

2. Pursuant to Clause [24.3 (Resignation of a Borrower)/24.4 (Resignation of a Guarantor)], we request that [resigningBorrower/resigning Guarantor] be released from its obligations as a [Borrower/Guarantor] under the Agreement.

3. We confirm that:

3.1 no Default is continuing or would result from the acceptance of this request; and

3.2 [•].]

4. This Resignation Letter and any non-contractual obligations arising out of or in connection with it are governed by, andconstrued in accordance with, South African law.

For and on behalf of For and on behalf of [resigning Obligor] Sibanye Gold Limited Name: Name: Capacity: Capacity: Who warrants his authority hereto Who warrants his authority hereto

Accepted on this the ………. day of …………………………………. 20....

For and on behalf of [●] as Facility Agent Name: Capacity: Who warrants his authority hereto

* Insert any other conditions required by the Facility Agreement.


SCHEDULE 9 FORM OF COMPLIANCE CERTIFICATE


From: Sibanye Gold Limited

Dated: [●]

Dear Sirs


1. We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the samemeaning when used in this Compliance Certificate unless given a different meaning in this ComplianceCertificate.

2. We confirm that: [Insert details of covenants to be certified]

3. [We confirm that no Default is continuing.]

For and on behalf of For and on behalf of Sibanye Gold Limited Sibanye Gold Limited Name: Name: Capacity: Capacity: Who warrants his authority hereto Who warrants his authority hereto

[insert applicable certification language]

for and on behalf of

[name of auditors of the Original Borrower]


SCHEDULE 10 TIMETABLES

5.1

Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request))

11:00 on U – 3

Facility Agent notifies the Lenders of the Loan in accordance with Clause 5.4 (Lenders’ participation)

12:00 on U – 3

JIBAR is fixed

Quotation Day 11.00 am.

“U” = the date of the proposed Utilisation.

“U – X” = X Business Days prior to the date of utilisation.


SCHEDULE 11 LITIGATION

SILICOSIS LITIGATION

On 21 August 2012, a court application was served on a group of respondents that included Sibanye Gold Ltd (the "August Respondents"). On 21 December 2012, a further court application was issued and was formally served on a number of respondents, including Sibanye Gold Ltd, (the "December Respondents" and, together with the August Respondents, the "Respondents") on 10 January 2013, on behalf of classes of mine workers, former mine workers and their dependants who were previously employed by, or who are currently employed by, amongst others, Sibanye Gold Ltd and who allegedly contracted silicosis and/or other occupational lung diseases (the “Classes”). The court application of 21 August 2012 and the court application of 21 December 2012 are together referred to below as the "Applications".

These Applications request that the court certify a class action to be instituted by the applicants on behalf of the Classes. The Applications are the first and preliminary steps in a process where, if the court were to certify the class action, the applicants may, in a second stage, bring an action wherein they will attempt to hold the Respondents liable for silicosis and other occupational lung diseases and resultant consequences. In the second stage, the Applications contemplate addressing what the applicants describe as common legal and factual issues regarding the claim arising from the allegations of the entire Classes. If the applicants are successful in the second stage, they envisage that individual members of the Classes could later submit individual claims for damages against the respective Respondents. The Applications do not identify the number of claims that may be instituted against the Respondents or the quantum of damages the applicants may seek.

With respect to the Applications, Sibanye Gold Ltd has filed a notice of its intention to oppose the Applications and has instructed its attorneys to defend the claims. Sibanye Gold Ltd and its attorneys are engaging with the applicants’ attorneys in both Applications to try to establish a court-sanctioned process to agree the timelines, (including the date by which Sibanye Gold Ltd must file its papers opposing the Applications) and the possible consolidation of the separate applications. At this stage, Sibanye Gold Ltd cannot quantify its potential liability from these actions.

ACID MINE DRAINING LITIGATION

The Group has identified a risk of potential long-term Acid Mine Drainage ("AMD"), on certain of its operations. AMD relates to the acidification and contamination of naturally occurring water resources by pyrite-bearing ore contained in underground mines and in rock dumps, tailings dams and pits on the surface. The Group has not been able to reliably determine the financial impact that AMD might have on the Group, however, the Group has adopted a proactive approach by initiating projects such as Sibanye Amanzi Project (previously known as Liquid Gold) (long-term water management strategy), and the identification of mine rehabilitation to focus on AMD risk management. The Group also conducts acid base accounting to obtain a more detailed understanding of where the key potential AMD risks are located at identified operations, thereby better informing appropriate long-term mitigation strategies.


SCHEDULE 12 LIST OF PERMITTED TRANSFEREES

1. Local Banks

Absa Bank Limited

FirstRand Bank Limited

Investec Bank Limited

Nedbank Limited

The Standard Bank of South Africa Limited

2. Foreign Banks

Bank of America Merrill Lynch

Bank of China

Barclays Bank plc

BNP Paribas S.A.

China Construction Bank

China Development Bank

Citibank, N.A.

Credit Suisse Group

Deutsche Bank Group AG

Goldman Sachs International

HSBC Bank PLC

Industrial and Commercial Bank of China

JPMorgan Chase Bank, N.A.

Standard Chartered Bank

Sumitomo Mitsui Banking Corporation

The Bank of Tokyo Mitsubishi UFJ, Ltd

The Royal Bank of Scotland N.V.

3. Financial Institutions

Absa Asset Managers

Ashburton Fund Managers Proprietary Limited

Development Bank of Southern Africa Limited

Futuregrowth Asset Managers

Futuregrowth Limited

Industrial Development Corporation Limited


iNguza Investments (RF) Limited

Investec Asset Management

Liberty Group Limited

MMI Holdings Limited

Old Mutual Life Assurance Company (South Africa) Limited

Old Mutual Investment Group (South Africa) Proprietary Limited

Old Mutual Specialised Finance Proprietary Limited

Public Investment Corporation Limited

Sanlam Capital Markets Limited

Sanlam Life Insurance Limited

Stanlib

4. Affiliates

Any Affiliates, Subsidiaries or Holding Companies of, or any bona fide and established trust or fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or otherfinancial assets managed by, any of the banks or financial institutions listed in this Schedule 12 that are not hedge funds.


SIBANYE GOLD LIMITED AMENDED AND RESTATED TERM AND REVOLVING CREDIT FACILITIES AGREEMENT

- SIGNATURE PAGES -

SIGNED at Westonaria on this the 6th day of October 2015.

For and on behalf of SIBANYE GOLD LIMITED (as Original Borrower) /s/ C Keyter Signatory: C Keyter Capacity: CFO Who warrants his authority hereto



For and on behalf of EZULWINI MINING COMPANY PROPRIETARY LIMITED (as Guarantor) /s/ C Keyter Signatory: C Keyter Capacity: CFO Who warrants his authority hereto Signatory: Capacity: Who warrants his authority hereto Signatory: Capacity: Who warrants his authority hereto



For and on behalf of RAND URANIUM PROPRIETARY LIMITED (as Guarantor)

/s/ C Keyter Signatory: C Keyter Capacity: CFO Who warrants his authority hereto Signatory: Capacity: Who warrants his authority hereto


SIGNED at _________________ on this the 6th day of October 2015. /s

For and on behalf of BANK OF CHINA LIMITED JOHANNESBURG

BRANCH (as Original Lender and Mandated Lead Arranger)

/s/ A Cameron Signatory: A Cameron Capacity: Authorised Who warrants his authority hereto


SIGNED at Sandton on this the 6th day of October 2015.

For and on behalf of FIRSTRAND BANK LIMITED (acting through its RAND

MERCHANT BANK division) (as Original Lender and Mandated Lead Arrangers) /s/ M Mofokeng Signatory: M Mofokeng Capacity: Authorised Signatory Who warrants his authority hereto /s/ W Joubert Signatory: W Joubert Capacity: Authorised Signatory Who warrants his authority hereto


SIGNED at _________________ on this the 6th day of October 2015.

For and on behalf of NEDBANK LIMITED (acting through its Corporate and

Investment Banking division) (as Facility Agent) /s/ GL Webber Signatory: GL Webber Capacity: Authorised Signatory Who warrants his authority hereto /s/ PA van Kerckhoven Signatory: PA van Kerckhoven Capacity: Authorised Signatory Who warrants his authority hereto



For and on behalf of NEDBANK LIMITED (acting through its Corporate and

Investment Banking division) (as Original Lender and Mandated Lead Arranger) /s/ GL Webber Signatory: GL Webber Capacity: Authorised Signatory Who warrants his authority hereto /s/ PA van Kerckhoven Signatory: PA van Kerckhoven Capacity: Authorised Signatory Who warrants his authority hereto


SIGNED at _________________ on this the 6th day of October 2015. /s/

For and on behalf of ABSA BANK LIMITED (acting through its ABSA

CAPITAL division) (as Original Lender and Co-Arranger) /s/ I Singh Signatory: I Singh Capacity: Authorised Signatory Who warrants his authority hereto /s/ PJV van der Merwe Signatory: PJV van der Merwe Capacity: Authorised Signatory Who warrants his authority hereto



For and on behalf of INVESTEC BANK LIMITED (acting through its Corporate

and Institutional Banking Division) (as Original Lenderand Co-Arranger)

/s/ P Ford Signatory: P Ford Capacity: Authorised Signatory Who warrants his authority hereto /s/ A van Dalsen Signatory: A van Dalsen Capacity: Authorised Signatory Who warrants his authority hereto


SIGNED at Rosebank on this the 6th day of October 2015.

For and on behalf of THE STANDARD BANK OF SOUTH AFRICA LIMITED

(acting through its CORPORATE AND INVESTMENTBANKING division)

(as Original Lender and Co-Arranger) /s/ JM Kriek Signatory: JM Kriek Capacity: Head: Mining and Metals Who warrants his authority hereto


SIGNED at Sandton on this the 6th day of October 2015.

For and on behalf of ASHBURTON SA CREDIT CO-INVESTMENT FUND 1

(RF) LIMITED (as Lender) /s/ R Pampel Signatory: R Pampel Capacity: CFO Who warrants his authority hereto /s/ S Ditobi Signatory: S Ditobi Capacity: Authorised Signatory Who warrants his authority hereto


SIGNED at Sandton on this the 6th day of October 2015. /

For and on behalf of iNGUZA INVESTMENTS (RF) LIMITED (as Lender) /s/ B van der Merwe Signatory: B van der Merwe Capacity: Director Who warrants his authority hereto


SIGNED at ____________ on this the 6th day of October 2015. /

For and on behalf of OPICONSIVIA TRADING 305 (RF) PROPRIETARY

LIMITED (as Debt Guarantor) /s/ T Ross-Gillespie Signatory: T Ross-Gillespie Capacity: Director Who warrants his authority hereto Signatory: Capacity: Who warrants his authority hereto

Exhibit 4.31

Confidential portions of this exhibit have been omitted and filed separately with the

Securities and Exchange Commission

FOIA confidential treatment requested: [***] indicates that certain

information contained herein has been omitted and filed separately with the

Securities and Exchange Commission. Confidential treatment has been requested

with respect to such omitted portions.

EXECUTION VERSION SALE AND PURCHASE AGREEMENT between RUSTENBURG PLATINUM MINES LIMITED Registration number 1931/003380/06 and SIBANYE RUSTENBURG PLATINUM MINES PROPRIETARY LIMITED Registration number 2015/305479/07 and

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SIBANYE GOLD LIMITED Registration number 2002/031431/06

TABLE OF CONTENTS

Page No.

1. Definitions and interpretation 1

2. Introduction 31

3. Conditions Precedent 32

4. Sale and purchase 38

5. Assumption of Assumed Liabilities 39

6. Risk, benefit and ownership: Sale Assets and Assumed Liabilities 39

7. Gross Consideration 39

8. Purchase Price 40

9. Allocation of the Gross Consideration 41

10. Closing and Delivery of the Business 41

11. Post-Closing obligations in relation to certain Sale Assets and related matters 45

12. Liabilities under the Mining Right EMP relating to the Smelting and Refining Operations 53

13. Employees 55

14. The Surface Lease 55

15. Conduct of the Business pending the Effective Date 55

16. Prospecting Right Applications 58

17. Publication in terms of the Insolvency Act 59

18. Warranties given by the Seller 60

19. Warranties given by the Purchaser and SGL 61

20. Further warranties 62

21. Limitation of liability 63

22. Claims 67

23. Value-added tax 68

24. Indemnity 69

25. Insurance policies and occurrence of an Insurable Event 71

26. Release from guarantees and suretyships 71

27. Transitional Services 72

28. Intra-group payables at the Effective Date 72

29. Recordals and general undertaking 72

30. No mandatory offer 72

31. Employment undertakings 72

32. SGL Guarantee 74

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33. Confidentiality 74

34. Public announcements 74

35. Breach 75

36. Arbitration 76

37. Miscellaneous matters 77

Annexe A Material Transferring Contracts 82

Annexe B1 Transferring Contracts as at the Signature Date (non-exclusive listing) 83

Annexe B2 Excluded Contracts 84

Annexe C Excluded Assets 85

Annexe D Immovable Properties 95

Annexe E Terms and conditions applicable to Transferring Employees 100

Annexe E1 Signature Date Employees 103

Annexe F Permits as at the Signature Date 104

Annexe G Surface Rights Permits 110

Annexe H Allocation of Gross Consideration 111

Annexe I Map of the footprint of the Waterval Smelter Complex 112

Annexe J Upfront Purchase Price 113

Annexe J1 Pro Forma Effective Date Accounts 121

Annexe J2 Reference Financial Information 124

Annexe K Deferred Purchase Price 127

Annexe L Tailings dams 153

Annexe M Seller's Warranties 154

Annexe M1 List of persons 162

Annexe N Retained and Non-Retained Land 163

Annexe O Bafokeng Land 164

Annexe P Mine Area 165

Annexe Q Non Mine Area Leased Properties 166

Annexe R Deed of Cession: Prospecting Right 167

Annexe S Deed of Cession: Mining Right 170

Annexe T Legal Opinion 173

Annexe U Water uses under the Main IWUL 186

Annexe V Infrastructure and operations 194

Annexe W Creditors as at 31 August 2015 195

Annexe X Table 196

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1. Definitions and interpretation 1.1 In this Agreement, the following words and phrases shall, unless otherwise stated or where inconsistent with the

context in which they appear, bear the following meanings, and cognate terms and expressions shall bearcorresponding meanings:

1.1.1 "20-day VWAP" with reference to any Calculation Date, the volume weighted averageprice of a SGL Share for the 20 Trading Day period ending on theCalculation Date, calculated from and with reference to the relevant volume weighted daily data supplied by the JSE from time to time, provided that:

1.1.1.1 if the SGL Shares trade 'cum dividend' for any Trading Day forming part of the 20-day VWAP calculation but will be allotted and issued to the Seller excluding such distribution, the 20-day VWAP calculation will be adjusted to exclude therefrom (bysubtracting from the relevant trading price/s) the face value of anycash distribution and the fair value of any in specie distribution on each such affected Trading Day; and

1.1.1.2 if any share split or share consolidation occurs in respect of theSGL Shares on any Trading Day forming part of the 20-day VWAP calculation period, or thereafter but before the relevantConsideration Shares are allotted and issued to the Seller, thenthe 20-day VWAP will be adjusted so as to reflect the impact ofsuch split or consolidation for the entire 20-day VWAP period by adjusting the trading price per SGL Share on each relevant Trading Day in the 20-day VWAP period which occurs prior to theimplementation of the split or consolidation in line with thefollowing example: if the trading price on a relevant Trading Daywas R20.00, and (i) the SGL Shares were consolidated to 1 forevery 5 held (ie 5:1), then the price for that Trading Day would beadjusted to R100.00; and (ii) the SGL Shares were split to 10 for every 1 held (ie 10:1), then the price for that Trading Day would be adjusted to R2.00,

such 20-day VWAP to be calculated and rounded to the 5th decimal place (ie the 6th decimal place rounded up if greater than 5 and rounded down if less than 5);

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1.1.2 "Agreement" this sale and purchase agreement, including all Annexes, asamended from time to time in accordance with the provisions hereof;

1.1.3 "Allowed Encumbrance" any right or obligation of any person existing under or by virtue of (i)any Related Transaction Agreement; or (ii) any laws;

1.1.4 "Anglo American Platinum" Anglo American Platinum Limited, registrationnumber 1946/022452/06, a public company incorporated inaccordance with the laws of South Africa;

1.1.5 "Anglo American Platinum Group" Anglo American Platinum and its subsidiaries from time to time;

1.1.6 "Anglo Platinum Share Schemes" the Anglo American Platinum Limited Long Term Incentive Plan, 2013and the Anglo American Platinum Limited Bonus Share Plan, 2009,in each case as amended from time to time;

1.1.7 "Annexe" an annexe attached to this Agreement or included in electronic formaton a CD / DVD or other electronic storage device and signed by theParties at the same time as signing this Agreement, and (in the caseof Annexes B1, E1, F, G, Q and W) as such Annexes may be updatedat or prior to the Effective Date, as provided for in this Agreement and notified in writing by the Seller to the Purchaser (in this regard,Annexes F, G and Q may each be updated by the Seller and deliveredto the Purchaser prior to the Effective Date for all Permits, SurfaceRights Permits and Non Mine Area Leased Properties as at the Effective Date);

1.1.8 "Applicable Procedures" the rules and operating procedures for the time being of the CSD andthe CSDP, as well as the JSE Listings Requirements;

1.1.9 "Aquarius Platinum" Aquarius Platinum (South Africa) Proprietary Limited;

1.1.10 "Assumed Liabilities" has the meaning given to such term in clause 5;

1.1.11 "Bafokeng Land" the land forming part of or adjacent to the Mine Area which is ownedby, in trust for or otherwise for the benefit of the Bafokeng Nation, as indicated in Annexe O;

1.1.12 "Bafokeng Nation" the Royal Bafokeng Nation;

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1.1.13 "Bafokeng Nation Royalty Agreement"

the royalty agreement between the Seller and the Bafokeng Nationsigned on 7 September 2015, relating to, inter alia, the calculation and payment of royalties by the Seller to the Bafokeng Nation inrespect of mining operations conducted on certain specifiedproperties and included as document number 2.5.14.1.8 in the VDR;

1.1.14 "Bafokeng Nation Settlement Agreement"

the settlement agreement between the Seller and the Bafokeng Nation signed on or about 17 April 2014, relating to, inter alia, the settlement of a dispute in relation to the calculation and payment ofroyalties by the Seller to the Bafokeng Nation in respect of mining operations conducted on certain specified properties and included asdocument number 2.5.14.1.2 in the VDR;

1.1.15 "Base Case Plan" the base case plan included as document 2.2.3.1 in the VDR, as (i) amended by the Seller and notified to the Purchaser in terms of clause 15.8; or (ii) as otherwise amended by the Parties from time totime in writing;

1.1.16 "BEE Requirements" the requirements of all laws including the MPRDA, which relate to any black economic empowerment requirements or aspects of the Mining Right, Prospecting Right (or any mining rights that are granted in respect thereof) or Prospecting Right Applications (or any prospectingor mining rights that are granted in respect thereof) or which relate to the black economic empowerment requirements directly or indirectly applicable to the Purchaser, as well as and including, in particular,the HDSA ownership requirements stipulated in the Amendment ofthe Broad-Based Socio-Economic Empowerment Charter for the South African Mining Industry, September 2010 and the Codes of Good Practice for the Minerals Industry published on 29 April 2009;

1.1.17 "Bridge Facility Agreement" the US$ 300,000,000.00 bridge facility agreement entered into or tobe entered into between SGL as the borrower and the Bridge FacilityLender;

1.1.18 "Bridge Facility Lender" HSBC Bank plc as the lender under the Bridge Facility Agreement;

1.1.19 "Business" the going concern exploration, development, mining, Concentrating and tailings re-processing business and activities related thereto conducted

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by the Seller (including at the Mines, the Concentrator Complex, theTailings Assets and the infrastructure and operations indicated in Annexe V), as part of the Rustenburg Section and as at the EffectiveDate, in respect of which the Seller sells and transfers to thePurchaser (in accordance with this Agreement) the (i) Sale Assets;and (ii) Assumed Liabilities only (and all references to the "Business"will be construed accordingly). For the avoidance of doubt andwithout limitation, the Business excludes all Smelting and Refining Operations;

1.1.20 "Business Day" any day which is not a Saturday, Sunday or gazetted public holiday in South Africa;

1.1.21 "Business Insurance Policies" has the meaning given to this term in clause 25.1;

1.1.22 "Business Sale Concentrate" has the meaning given to this term in the Concentrate Agreement;

1.1.23 "Calculation Date" for purposes of calculating the 20-day VWAP in:

1.1.23.1 the case of paragraph 2.5.2 of Annexe J, the 6th Trading Day immediately preceding the Effective Date;

1.1.23.2 the case of paragraph 3.5.2.2.2 of Annexe K, the 6th Trading Day immediately preceding the Settlement Date; and

1.1.23.3 the case of paragraph 3.9.2 of Annexe K, the 6th Trading Day immediately preceding the Final Settlement Date;

1.1.24 "Cash" the cash of the Seller held solely in respect of the Business as at the Effective Date;

1.1.25 "CIPC" the Companies and Intellectual Property Commission, establishedunder the Companies Act;

1.1.26 "Closing" the discharge of the Initial Upfront Purchase Price in accordance withparagraph 2 of Annexe J and thereafter, completion of the sale of the Business pursuant to and in terms of clause 10 (but excluding those items of clause 10 which are stipulated to occur, or which may (on the terms of clause 10) occur, on a date after the Delivery Date);

1.1.27 "Commissioner" the Commissioner for the South African Revenue Service;

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1.1.28 "Companies Act" the Companies Act, 71 of 2008;

1.1.29 "Companies Regulations" the Companies Regulation, 2011, published under the CompaniesAct;

1.1.30 "Competition Act" the Competition Act, 89 of 1998;

1.1.31 "Competition Authorities" the Competition Commission and the Competition Tribunalestablished in terms of the Competition Act;

1.1.32 "Concentrate" any treatable product arising from mining operations undertaken in,on or under the Mining Right (or, prior to the Sale Consolidation, thoseparts of the Signature Date MRs which shall on the grant of the SaleConsolidation constitute the Mining Right), the reprocessing of theTailings Assets and, in due course, from any mining operationsundertaken in, on or under any part of the area subject to theProspecting Right and/or the Prospecting Right Applications (to the extent that mining rights are granted in respect thereof), includingthrough Concentrating, whereby the Payable Metals (as such term isdefined in the Concentrate Agreement), including waste, are treatedin the Concentrator Complex or elsewhere;

1.1.33 "Concentrate Agreement" the sale and toll treatment of concentrate agreement entered into or to be entered into between the Purchaser and the Seller on or aboutthe Signature Date;

1.1.34 "Concentrating" the mineral processing activities of crushing, milling, grinding, frothflotation and thickening of Ore to produce PGM Concentrate in slurryform. For the avoidance of doubt and without limitation, Concentratingdoes not include Smelting and Refining Operations;

1.1.35 "Concentrator Complex" the Concentrating facilities on the Mine Area consisting of theWaterval UG2 Concentrator and the Waterval (Merensky) RetrofitConcentrator and related infrastructure;

1.1.36 "Conditions Precedent" the conditions precedent referred to in clause 3;

1.1.37 "Consent Date" in relation to:

1.1.37.1 those Transferring Contracts where the consent of the Seller'scounterparty/ies thereto (i) is not required in order for the Sellerto cede its rights and/or delegate its obligations thereunder to thePurchaser,

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means the Delivery Date; or (ii) is required in order for the Sellerto cede its rights and/or delegate its obligations thereunder to thePurchaser, means the later of (a) the Delivery Date; and (b) thedate on which such consent is effective; and

1.1.37.2 those Transferable Permits where transfer thereof to thePurchaser (in order to be effective) (i) does not require theconsent or permission of, or notification to, any GovernmentalAuthority, means the Delivery Date; (ii) requires the consent or permission of any Governmental Authority, means the later of (a)the Delivery Date; and (b) the date on which such consent orpermission is effective; or (iii) requires notification to anyGovernmental Authority, means the later of (a) the Delivery Date; and (b) the date on which such notification is effective;

1.1.38 "Consideration Shares" SGL Shares allotted and issued to the Seller in terms of thisAgreement;

1.1.39 "Contracts" all contracts, agreements, commitments, obligations, rights, entitlements and arrangements entered into on or before the EffectiveDate by or on behalf of the Seller, whether written, oral or implied,and which are in force as at the Effective Date;

1.1.40 "Creditors" all Liabilities of the Seller to all of the trade creditors of the Business as at the Effective Date, including (to the extent still constitutingLiabilities of the Seller as at the Effective Date), the Liabilitiesindicated in Annexe W;

1.1.41 "CSD" a central securities depository duly licensed as such in terms of the Financial Markets Act, being Strate Limited, registration number1998/022242/06;

1.1.42 "CSD Rules" the rules and directives made and issued by a CSD in terms of theFinancial Markets Act;

1.1.43 "CSDP" a central securities depository participant, being a person authorisedby a licensed CSD to perform custody and administration services orsettlement services or both in terms of the CSD Rules, or as otherwisedefined under "participant" in the Financial Markets Act;

1.1.44 "Debtors" the claims of the Seller against all the trade debtors of the Businessas at the Effective Date

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(other than claims for Deposits and Prepayments), together with all securities and guarantees, if any, which the Seller has in respect of such claims;

1.1.45 "Deduction" any deductions or withholdings, including any Tax Deduction;

1.1.46 "Deeds of Cession" notarial deeds of cession, substantially in the form of the draftsattached as Annexe R and Annexe S;

1.1.47 "Deferred Purchase Price" or "DPP" has the meaning given to this term in paragraph 3.11 of Annexe K;

1.1.48 "Delivery Date" without derogating from any of the Purchaser's or SGL's obligations(and Seller's corresponding rights) under this Agreement, the later of (i) the Effective Date; and (ii) discharge of the Initial Upfront PurchasePrice in accordance with paragraph 2 of Annexe J;

1.1.49 "Deposits and Prepayments" all monies paid by the Seller to Creditors under or in relation toTransferring Contracts in pre-payment of accounts due after the Effective Date and all monies deposited with Creditors under or inrelation to Transferring Contracts, whether as security or otherwise,repayable to the Seller after the Effective Date;

1.1.50 "Disclosure Letter" the letter dated the same date as this Agreement from the Seller tothe Purchaser disclosing: (i) information constituting exceptions to(and disclosures against) the Seller's Warranties; and (ii) details of orrelating to other matters referred to in this Agreement;

1.1.51 "Disclosed Materials" together, (i) this Agreement; (ii) the Related Transaction Agreements;(iii) the Disclosure Letter; and (iv) each of the documents provided in the VDR;

1.1.52 "Disclosed Matters" all:

1.1.52.1 matters contained, disclosed or referred to in any of the DisclosedMaterials; and

1.1.52.2 matters which would be revealed by making a search (i) of theGovernment Gazette, in respect of claims under the Restitution ofLand Rights Act, 22 of 1994; (ii) on any public register, public recordsor public files maintained by (a) MPTRO; (b) the Registrar of Deeds,Pretoria;; or (c) the DMR;

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1.1.53 "DMR" the Department of Mineral Resources;

1.1.54 "EA" any environmental authorisation granted under section 21 of the Environmental Conservation Act, 73 of 1989 (previously called arecord of decision), section 24 of NEMA as well as EMPs historicallyapproved in terms of section 39 of the MPRDA, which for purposes ofsection 12(4) of the National Environmental Management Amendment Act, 62 of 2008, are considered to be environmentalauthorisations as of 8 December 2014;

1.1.55 "Effective Date" if the Fulfilment Date falls:

1.1.55.1 before the 20th day of a calendar month, the Effective Date will be the 1st Business Day of the immediately following calendarmonth; or

1.1.55.2 on or after the 20th day of a calendar month, the Effective Date will be the 1st Business Day of the second immediately following calendar month,

or such other date as the Seller and the Purchaser may agree to in writing from time to time;

1.1.56 "Effective Date Accounts" the balance sheet as at the Effective Time, to be prepared in respectof the Business in accordance with Annexe J;

1.1.57 "Effective Time" has the meaning given to such term in paragraph 1 of Annexe J;

1.1.58 "EMPs" the environmental management programmes and plans in respect ofmining rights and prospecting rights approved by the Minister;

1.1.59 "Encumbrance" any pledge, charge, mortgage, security cession (including any outand out security cession), lien, option over, hypothecation, right ofpre-emption, right of first refusal, right of title retention over or securityinterest of any kind or any agreement, arrangement or obligation to create any of the foregoing, and "Encumber" shall be construed accordingly;

1.1.60 "Environment" the environment as defined in section 1 of NEMA;

1.1.61 "Environmental Approvals" all Permits issued by any Environmental Authority pursuant to theEnvironmental Laws (including EAs), with respect to the Business,including all

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amendments, variations, modifications or transfers thereof from timeto time;

1.1.62 "Environmental Authority" any legal person or body of persons (including any GovernmentalAuthority) having jurisdiction to determine (whether by delegation orotherwise) any matter arising under Environmental Law and/orrelating to the Environment;

1.1.63 "Environmental Claims" any Liability relating to or arising from the conduct of the Business,including loss, damage or expense of any kind or nature (includingfines, penalties, investigation expenses, costs of remedial work,rehabilitation, treatment or clean-up, consequential or incidentaldamages, personal injury, death and property damage) resulting froma claim, complaint, dispute, investigation or other action from any thirdparty or Governmental Authority (including any EnvironmentalAuthority), arising out of or based on the actual or alleged acts or omissions of any person with respect to any:

1.1.63.1 Environmental Approval held or required to be held by or inrespect of the Business;

1.1.63.2 actual or alleged violation of any Environmental Law arising from the conduct of the Business or at any premises which are or havebeen owned, leased or occupied with respect to the Business; or

1.1.63.3 actual or alleged treatment, handling, use, generation,transportation, recycling, storage, disposal or release of a Hazardous Substance or Regulated Material arising from theconduct of the Business or at or on any premises which are orhave been owned, leased or occupied with respect to theBusiness;

1.1.64 "Environmental Laws" all applicable laws of any relevant jurisdiction in force and binding on or in respect of the conduct of the Business, whose purpose is toprotect, or prevent pollution or degradation of the Environment,promote sustainable development practices, protect human health orto regulate emissions, discharges, or releases of HazardousSubstances or Regulated Materials into the Environment, or toregulate the use, treatment, storage, burial, disposal, transport orhandling of Hazardous Substances or Regulated Materials;

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1.1.65 "Environmental Matters" matters pertaining to the Environment arising out of theEnvironmental Laws and/or the Environmental Approvals in relationto the conduct of the Business;

1.1.66 "Excluded Assets" all of the assets listed in Annexe C;

1.1.67 "Excluded Liabilities" all of the following Liabilities, but not if they are (i) Liabilities toCreditors; or (ii) Liabilities under Transferring Contracts:

1.1.67.1 Liabilities of the Seller to Transferring Employees under the AngloPlatinum Share Schemes;

1.1.67.2 Liabilities of the Seller for Tax arising or accrued, in respect ofany period prior to the Effective Date;

1.1.67.3 Liabilities of the Seller in relation to the Smelting and RefiningOperations;

1.1.67.4 Liabilities of the Seller under all Retained Contracts; and

1.1.67.5 Liabilities of the Seller in relation to the PSA Business;

1.1.68 "Final Settlement Date" has the meaning given to this term in in paragraph 3.9 of Annexe K;

1.1.69 "Financial Markets Act" the Financial Markets Act, 19 of 2012;

1.1.70 "Financing Contracts" all loan, other financing and security Contracts (if any) entered into bythe Seller in terms of which the Seller borrows money from or incursindebtedness to financial institutions and/or treasury companies which are members of the Seller's Group, but excluding all assetfinancing and funding arrangements (including finance and operatingleases and credit agreements) for any of the Sale Assets;

1.1.71 "Fulfilment Date" when all of the Conditions Precedent have been fulfilled or waived or treated as such as envisaged in clause 3.6 (as the case may be), the date on which the last of the Conditions Precedent was fulfilled orwaived or treated as such as envisaged in clause 3.6 (as the case may be);

1.1.72 "Governmental Authority" any government or governmental (national, provincial, regional,district, municipal or local), administrative, regulatory, fiscal or judicialauthority, agency, body, court, department,

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commission, tribunal, registry or any state-owned, state-controlled or legislatively constituted authority, agency or commission whichprincipally performs public, governmental or regulatory functions,including the DMR;

1.1.73 "Gross Consideration" has the meaning given to this term in clause 7;

1.1.74 "Group" in relation to each Party, means the Party and all its subsidiaries andholding companies, as well as all subsidiaries of such holdingcompanies, in each case from time to time;

1.1.75 "Hazardous Substances" a natural or artificial substance, organism, preparation or article which(alone or combined with another substance, organism, preparation orarticle) is or may be harmful to the Environment or a living organism,or which is prohibited or restricted under Environmental Law (including asbestos, lead and waste);

1.1.76 "HDSA" has the meaning given to this term in the Amendment of the Broad-Based Socio-Economic Empowerment Charter for the South African Mining Industry, September 2010;

1.1.77 "Health and Safety Claims" any Liability relating to or arising from the conduct of the Business,where the cause of action for such liability or obligation arises fromany Health and Safety Laws (including any Permits held or requiredto be held under such Health and Safety Laws);

1.1.78 "Health and Safety Laws" all applicable health and safety laws, including but not limited to theMine Health and Safety Act, 29 of 1996, the Occupational Health andSafety Act, 85 of 1993 and the common law;

1.1.79 "Health and Safety Matters" matters pertaining to health and safety arising out of the Health andSafety Laws;

1.1.80 "Hex River IWUL" once granted, the water use licence application submitted to theDepartment of Water and Sanitation, in terms of section 40 of the NWA on 4 December 2012 and which has been assigned file number 16/2/7/A210/C5, together with all submissions that have been madein respect of this application, which seeks to authorise theundermining of the Hex River at Bathopele Mine, including all amendments, variations or modifications thereof from time to time;

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1.1.81 "Hoedspruit Tailings Lease" the lease agreement between the Seller and the Minister of LandAffairs in her capacity as the trustee for the Co-Owners of the remaining extent of the Farm Hoedspruit 298 JQ North WestProvince, signed on 28 January 2005 and included as documentnumber 2.5.4.2.108.2.1 in the VDR;

1.1.82 "Hospital Lease Agreement" the lease agreement entered into or to be entered into between the Purchaser and Platmed, relating to the lease by Platmed of theBleskop Hospital (situated on Non-Retained Land) from thePurchaser;

1.1.83 "IFRS" International Financial Reporting Standards as issued by the Boardof the International Accounting Standards Committee from time to time;

1.1.84 "Immediately Operative Provisions" has the meaning given to this term in clause 3.1;

1.1.85 "Immovable Properties" collectively, the immovable properties listed in Annexe D and theimmovable improvements located thereon;

1.1.86 "Income Tax Act" the Income Tax Act, 58 of 1962;

1.1.87 "Independent Accountants" (i) a firm of accountants agreed by the Parties in writing; or (ii) (in theabsence of the agreement referred to in (i) within the period referred to in paragraph 3.5.5 of Annexe J or paragraph 2.11 of Annexe K (as relevant)), a firm of accountants agreed by the Chairmen of theboards of directors of each of the Purchaser and the Seller in writing,after a referral to them by either the Purchaser or the Seller within theperiod referred to in paragraph 3.5.5 of Annexe J or paragraph 2.11 of Annexe K (as relevant); or (iii) (in the absence of the agreementreferred to in (ii) within the 3 Business Days after the end of the periodreferred to in paragraph 3.5.5 of Annexe J or paragraph 2.11 of Annexe K (as relevant)), the following accounting firms, in thefollowing order of preference if they are unwilling to act or if an actualconflict of interest exists that would impair their ability to impartially determine any matter required to be determined by them under thisAgreement: (a) PwC; (b) KPMG; (c) EY; (d) Deloitte or (e) a firm ofindependent accountants nominated by the President for the timebeing of the South African Institute of Chartered Accountants, or any successor body (or any person for the time being

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performing the functions of that official), on the application of eitherthe Seller or the Purchaser;

1.1.88 "Initial Upfront Purchase Price" has the meaning given to this term in paragraph 2.2 of Annexe J;

1.1.89 "Insolvency Act" the Insolvency Act, 24 of 1936;

1.1.90 "Insurable Event" has the meaning given to this term in clause 25.2;

1.1.91 "Interim Period" the period between the Signature Date and the Effective Date (both days inclusive);

1.1.92 "JSE" the securities exchange licensed in terms of the Financial MarketsAct, owned and operated by JSE Limited, registration number2005/022939/06;

1.1.93 "JSE Listings Requirements" the listings requirements of the JSE issued pursuant to the provisionsof the Financial Markets Act;

1.1.94 "Labour Relations Act" the Labour Relations Act, 66 of 1995;

1.1.95 "Leased Properties" land used or occupied by the Seller as at the Effective Date in relationto the Business and the immovable improvements located thereon which:

1.1.95.1 is located on the Mine Area and forms part of the Non-Retained Land; or

1.1.95.2 is not located on the Mine Area and is listed in Annexe Q,

excluding the Immovable Properties;

1.1.96 "Legal Opinion" an opinion, issued by the law firm Edward Nathan Sonnenbergs Inc.trading as ENSafrica, according to the form indicated in Annexe T;

1.1.97 "Liability" any liability or obligation (whether deriving from contract, commonlaw, statute or otherwise, whether known or unknown, whether asserted or unasserted, whether actual or contingent, whetheraccrued or unaccrued, whether liquidated or unliquidated, whetherincurred or consequential and whether due or to become due andwhether owed or incurred severally or jointly or as principal or surety);

1.1.98 "Losses" all losses, Liabilities, costs (including legal costs and experts' andconsultants' fees), charges, expenses and damages (for theavoidance of

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doubt and on a non-exclusive basis, whether special, general,consequential, direct or indirect);

1.1.99 "Main IWUL" the integrated water use licence issued by the erstwhile Departmentof Water Affairs, in terms of section 40 of the NWA, to the Seller dated6 March 2012 under licence number 03/A22H/ACGIJ/926 and filenumber 16/2/7/A210/C5, together with all programmes and plans attached thereto (including Integrated Water and Waste ManagementProgrammes and Rehabilitation Strategies and ImplementationPlans) including all amendments, variations or modifications thereoffrom time to time;

1.1.100 "Management Presentation" the presentation by the management of the Mines relating to theBusiness given at the Mines on 11 to 13 March 2015, a copy of whichis included as document 2.6.3.1 in the VDR;

1.1.101 "Material Transferring Contracts" the Transferring Contracts listed in Annexe A;

1.1.102 "Medical Services Agreement" the medical services agreement entered into or to be entered into between the Purchaser and Platmed, relating to the provision byPlatmed of medical and healthcare services to the Purchaser;

1.1.103 "Mine Area" the area of land covered by the Mining Right, as indicated in AnnexeP;

1.1.104 "Mines" together, the mines situated on the Mine Area, known as "Khuseleka 1 and 2" mine shafts, "Thembelani 1 and 2" mine shafts, "Khomanani 1 and 2" mine shafts, "Bathopele mine", "Siphumelele 1, 2 and 3"mine shafts and "Old Central Deep" mine shaft, and in respect of which the Seller holds (as at the Signature Date) the Signature DateMRs and will hold (as at the Effective Date) the Mining Right;

1.1.105 "Mining Information" all information owned by the Seller and in its possession or under itscontrol to the extent it relates to the Business as at the Effective Date,regarding mining Platinum Group Metals under the Mining Right (or, prior to the Sale Consolidation, those parts of the Signature Date MRswhich shall on the grant of the Sale Consolidation constitute theMining Right), including all surveys, maps, mosaics, aerial photographs, electromagnetic tapes, electromagnetic or optical disks, sketches, drawings, memoranda, drill cores, logs of such drill

15

cores, geophysical, geological or drill maps, sampling and assayreports, environmental reports, notes and other relevant similar orrelated information and data in whatever form;

1.1.106 "Mining Right" after the Sale Consolidation, means the consolidated mining rightarising from the Sale Consolidation, including its associated EMP,social and labour plan and mining work programme, including allamendments, variations or modifications thereof from time to time;

1.1.107 "Mining Titles Act" the Mining Titles Registration Act, 16 of 1967;

1.1.108 "Minister" the Minister of Mineral Resources of South Africa;

1.1.109 "Motor Vehicles" the motor vehicles owned by the Seller and used exclusively or non-exclusively, but predominantly, in the conduct of the Business as atthe Effective Date;

1.1.110 "MPRDA" the Mineral and Petroleum Resources Development Act, 28 of 2002;

1.1.111 "MPTRO" the Mineral and Petroleum Titles Registration Office;

1.1.112 "NEMA" the National Environmental Management Act, 107 of 1998;

1.1.113 "Non-Retained Land" all land indicated as such in Annexe N;

1.1.114 "Non-Transferable Permits" all Permits other than the Transferable Permits;

1.1.115 "NWA" the National Water Act, 36 of 1998;

1.1.116 "Ore" that part of the mineralised horizons that can be economicallyextracted. It includes amounts of non-mineralised material that are indirect contact with the mineralised portion (reef) and which must ofnecessity, due to the mining method, also be removed in order to win the mineralisation;

1.1.117 "Parties" the parties to this Agreement, being the Seller, the Purchaser andSGL; and "Party" is reference to each or any one of them (as the context requires);

1.1.118 "Permits" all permits, authorisations, exemptions, permissions, licences and/orentitlements (other than the Mining Right, the Prospecting Right, theSurface Rights Permits and the Main IWUL) issued by anyGovernmental Authority, as at the Effective Date, held by the Seller and used exclusively in the

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conduct of the Business as at the Effective Date, including (as at theSignature Date) those included in Annexe F and the Hex River IWUL;

1.1.119 "Plant and Equipment" all moveable tangible (i) assets and infrastructure; and (ii) fixtures, fittings, office equipment, machinery, furniture, appurtenances,spares and consumables owned by the Seller and used exclusively or non-exclusively, but predominantly, in the conduct of the Business as at the Effective Date;

1.1.120 "Platinum Group Metals" or "PGMs" platinum, palladium, rhodium, ruthenium and iridium and the metalsand minerals mineralogically associated therewith, including gold,copper, nickel and cobalt, together with any such metals and mineralswhich may be extracted from the normal mining of the first mentionedminerals;

1.1.121 "Platmed" Platmed Proprietary Limited, registration number 1996/016428/07, a private company incorporated in accordance with the laws of South Africa;

1.1.122 "Prime Rate" the publicly quoted basic rate of interest per annum at which TheStandard Bank of South Africa Limited lends on overdraft,compounded monthly in arrears and calculated on a 365 day yearfactor irrespective of whether the year is a leap year or not. Acertificate purporting to be signed by any branch manager of suchbank, whose appointment and designation need not be proved,setting out the prime rate from time to time shall constitute prima facieproof of the rate in question;

1.1.123 "Prospecting Information" all information owned by the Seller and in its possession or under itscontrol to the extent it relates to the Business as at the Effective Date,regarding prospecting for Platinum Group Metals under theProspecting Right, including all surveys, maps, mosaics, aerialphotographs, electromagnetic tapes, electromagnetic or optical disks,sketches, drawings, memoranda, drill cores, logs of such drill cores,geophysical, geological or drill maps, sampling and assay reports,environmental reports, notes and other relevant similar or related information and data in whatever form;

1.1.124 "Prospecting Right" prospecting right (with reference NW 1263 PR), converted under Item6 Schedule II of the MPRDA,

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held by the Seller in respect of platinum, palladium, rhodium, osmium, iridium, ruthenium, gold, silver, copper and nickel, including itsassociated EMP and prospecting work programme, including allamendments, variations or modifications thereof from time to time;

1.1.125 "Prospecting Right Applications" collectively, and in each case as amended from time to time:

1.1.125.1 prospecting right application, by the Seller on 13 April 2015 overa Portion of Portion 170 of the farm Paardekraal 279 JQ, includingits associated EMP and prospecting work programme; and

1.1.125.2 prospecting right application, by the Seller on 13 April 2015 over Portion 53 of the farm Waterval 306 JQ, including its associatedEMP and prospecting work programme;

1.1.126 "the Proviso" in each instance that it applies, the proviso will be that a maximum number of Consideration Shares may be allotted and issued to theSeller as will, together with all other SGL Shares held by the Sellerimmediately after the issue and allotment of Consideration Shares, represent the lesser of (i) 30%, or (ii) 5% less than any prescribedpercentage for mandatory offers under the Companies Act from timeto time, of SGL's total issued ordinary shares, unless the Seller(acting reasonably) has confirmed to the Purchaser in writing and in relation to the relevant allotment and issue, that any applicableWhitewash Resolution is valid and enforceable;

1.1.127 "PSA Business" the Kroondal and Marikana pooling and sharing arrangements, whichthe Seller has entered into with Aquarius Platinum, and all related arrangements, as well as the businesses conducted pursuant to sucharrangements and all of the Seller's rights, interests and Liabilities inrelation thereto and in respect thereof;

1.1.128 "PSA Consolidation" the application lodged by the Seller on 2 June 2015 under section 102 of the MPRDA to amend the mining area under MR 80 by extending it to incorporate those portions of MR 80, MR 81, MR 83 and MR 86 which are subject to the PSA Business, together with consequential amendments to the relevant mining work programs;

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1.1.129 "PSA Rail Agreement" the rail transportation services agreement entered into or to be

entered into between the Seller (on the one hand) and AquariusPlatinum and the Seller (on the other hand, and as parties to the PSABusiness) relating to the provision of rail transportation services to thePSA Business;

1.1.130 "PSA Services Agreement" the services agreement entered into or to be entered into between the Seller (on the one hand) and Aquarius Platinum and the Seller (onthe other hand, and as parties to the PSA Business) relating to theprovision of, inter alia, potable water, grey water treatment services and electricity supply to the PSA Business and reciprocal rights ofaccess;

1.1.131 "Purchase Price" the purchase price contemplated in clause 8.1; 1.1.132 "Purchaser" Sibanye Rustenburg Platinum Mines Proprietary Limited, registration

number 2015/305479/07, a private company incorporated inaccordance with the laws of South Africa;

1.1.133 "Purchaser's Accountants" KPMG, or such other accountants of the Purchaser as may from timeto time be specified by notice in writing by the Purchaser to the Seller;

1.1.134 "Purchaser's Bank Account" the South African, Rand denominated bank account in the name ofthe Purchaser, specified by the Purchaser to the Seller in writing from time to time, provided that no such notice may be given less than 20days before any payment is payable by the Seller to the Purchaserunder this Agreement, and subject in each instance to the Purchaserproviding such evidence as may be reasonably requested by the Seller to confirm that the bank account details or changed bankaccount details are the Purchaser's and to confirm that any changehas been authorised by the Purchaser;

1.1.135 "Purchaser DMR Guarantees" the guarantees (and any back to back guarantees or related indemnities) to be provided by or on behalf of the Purchaser to theDMR in terms of clause 11.5;

1.1.136 "Railway Assets" the railway line, part of which runs over the Mine Area, used in theconduct of the Business and all moveable tangible equipment, spares and infrastructure comprising and used on such railway line, ownedby the Seller and as constituted at the Effective Date;

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1.1.137 "Regulated Material" any substance or product that is listed, classified or regulated pursuant to any Environmental Law;

1.1.138 "Rehabilitation Costs" the costs of and incidental to:

1.1.138.1 in relation to the Business (including the Mining Right (and, priorto the Sale Consolidation, those parts of the Signature Date MRs which shall on the grant of the Sale Consolidation constitute theMining Right), the Prospecting Right and any prospecting rightswhich may be granted pursuant to the Prospecting RightApplications), the restoration, anti-pollution measures, anti-flooding measures, making safe, rehabilitation, compliance withthe terms of any rehabilitation plans and/or programmes and/orclosure plans approved by the DMR including in respect of theEMPs;

1.1.138.2 compliance with all Environmental Laws relating to the Business;

1.1.138.3 compliance with all Health and Safety Laws relating to theBusiness;

1.1.138.4 compliance with all lawful directives of the relevant GovernmentalAuthorities; and

1.1.138.5 compliance with the terms of the Mining Right (and, prior to theSale Consolidation, those parts of the Signature Date MRs whichshall on the grant of the Sale Consolidation constitute the MiningRight), the Prospecting Right and any prospecting rights whichmay be granted pursuant to the Prospecting Right Applications;

1.1.139 "Rehabilitation Liability" the full extent of the Liability (incurred prior to and/or after the EffectiveDate) in respect of environmental rehabilitation relating to or arisingfrom the conduct of the Business arising out of the EnvironmentalLaws and/or Health and Safety Laws or in respect of EnvironmentalMatters and/or Health and Safety Matters and/or arising out of anyother law, including:

1.1.139.1 Liabilities (a) in respect of remediation, decommissioning and restoration in relation to damage to, pollution, contamination ordegradation of the Environment and (b) arising out of any EMPs(as contemplated in section 39 of the MPRDA, at the time of

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approval of such EMPs) and any Environmental Approvals applicable to the Business; and

1.1.139.2 Rehabilitation Costs;

1.1.140 "Related Transaction Agreements" the Concentrate Agreement, the Use and Access Agreement, theMedical Services Agreement, the Hospital Lease Agreement, thePSA Services Agreement, the PSA Rail Services Agreement, theRetained Rail Services Agreement and the SGL Guarantee;

1.1.141 "Retained Contracts" all Contracts which are not Transferring Contracts;

1.1.142 "Retained Land" all land indicated as such in Annexe N;

1.1.143 "Retained Rail Services Agreement" the rail transportation services agreement entered into or to beentered into between the Seller and the Purchaser relating to theprovision of rail transportation services to the Seller;

1.1.144 "Revolving Facility Agreement" the US$ 350,000,000.00 revolving facility agreement dated24 August 2015 entered into between, inter alia, SGL as the original borrower and the Revolving Facility Lenders;

1.1.145 "Revolving Facility Lenders" Bank of America Merrill Lynch International Limited and HSBC Bankplc as the lead arrangers and facility agents under the RevolvingFacility Agreement;

1.1.146 "RPM Rustenburg Section Guarantees"

the guarantees provided by any banks or other financial institutions, the Seller or any other member of the Anglo American PlatinumGroup (on behalf of the Seller and/or the Business) to the DMR (and any back to back guarantees or indemnities provided in relationthereto) in respect of the Rehabilitation Liability;

1.1.147 "Rustenburg Refining Complex" together:

1.1.147.1 the Rustenburg Base Metals Refinery (RBMR), being the hydro-metallurgical facility that treats converter matte to produce a finalPGM concentrate for further refinement at the PMR (referred tobelow), and base metal products and concentrates,

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including nickel, copper, and cobalt sulphate, and sodium sulphate as well as all plant and equipment associated with the refining operations and all associated utilities and infrastructure; and

1.1.147.2 the Precious Metals Refinery (PMR), being the facility that treats and refines final PGM concentrate and other PGM sources to produce refined platinum, palladium, rhodium, ruthenium, iridium, semi refined gold and other products as well as all plant and equipment associated with the refining operations and all associated utilities and infrastructure;

1.1.148 "Rustenburg Section" the operating division of the Seller which is known as the "Rustenburg Section", but excluding the PSA Business. For the avoidance of doubt and without limitation, it is recorded that thehospital, pharmacy, healthcare, mobile healthcare, medical andrelated services conducted at the Bleskop Hospital and/or otherwiseprovided to, inter alia, the Business, do not form part of Rustenburg Section;

1.1.149 "Sale Assets" the following assets:

1.1.149.1 the Cash;

1.1.149.2 the Deposits and Pre-Payments;

1.1.149.3 the Transferring Contracts;

1.1.149.4 the Main IWUL, but strictly only to the extent indicated inclause 10.3.14.2;

1.1.149.5 the Mining Information;

1.1.149.6 the Prospecting Information;

1.1.149.7 the Mining Right;

1.1.149.8 the Prospecting Right;

1.1.149.9 the Prospecting Right Applications;

1.1.149.10

the Immovable Properties;

1.1.149.11

the Motor Vehicles;

1.1.149.12

the Business Sale Concentrate;

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1.1.149.13 the Surface Lease, but only if this has been entered into beforethe Effective Date;

1.1.149.14 the Stores and Consumables;

1.1.149.15 the Debtors;

1.1.149.16 the Tailings Assets;

1.1.149.17 the Railway Assets;

1.1.149.18 the Transferable Permits (subject to clause 11.4);

1.1.149.19 the Transferable SRPs;

1.1.149.20 the Plant and Equipment; and

1.1.149.21 all other movable, corporeal assets owned by the Seller, formingpart of and/or used, exclusively or non-exclusively, butpredominantly, in the conduct of the Business as at the EffectiveDate,

but excluding the Excluded Assets;

1.1.150 "Sale Consolidation" the application lodged by the Seller on 2 June 2015 undersection 102 of the MPRDA to amend the mining area under MR 82by extending it to incorporate those portions of MR 80, MR 81,MR 83 and MR 86 which are not subject to the PSA Business, aswell as the areas covered by MR 43, MR 79, MR 84 and MR 85 intoone mining right (being the Mining Right), together withconsequential amendments to the relevant mining work programs;

1.1.151 "Sale Transaction" the sale of the Sale Assets and the assumption of the AssumedLiabilities, in terms of this Agreement;

1.1.152 "Securities Act" the US Securities Act of 1933;

1.1.153 "Seller" Rustenburg Platinum Mines Limited, registration number1931/003380/06, a public company incorporated in accordance withthe laws of South Africa;

1.1.154 "Seller's Accountants" Deloitte, or such other accountants of the Seller as may from time totime be specified by notice in writing by the Seller to the Purchaser;

1.1.155 "Seller's Bank Account" the South African, Rand denominated bank account in the name ofthe Seller, specified by the

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Seller to the Purchaser in writing from time to time, provided that no such notice may be given less than 20 days before any payment ispayable by the Purchaser to the Seller under this Agreement, andsubject in each instance to the Seller providing such evidence as maybe reasonably requested by the Purchaser to confirm that the bank account details or changed bank account details are the Seller's andto confirm that any change has been authorised by the Seller;

1.1.156 "Seller's Warranties" has the meaning given to this term in clause 18.1;

1.1.157 "Senior Employee" a Transferring Employee employed on any of Patterson Grade E3,E4 or E Upper;

1.1.158 "Senior Facility Agreement" the ZAR 4,000,000,000.00 amended and restated term and revolvingcredit facilities agreement dated 24 April 2015 entered into amongst, inter alia, SGL as the original borrower and the Senior FacilityLenders;

1.1.159 "Senior Facility Lenders" the Bank of China Limited, Johannesburg branch, FirstRand BankLimited (acting through its Rand Merchant Bank division) andNedbank Limited (acting through its Nedbank Capital and NedbankCorporate divisions), as the lead arrangers and facility agents underthe Senior Facility Agreement;

1.1.160 "Settlement Date" has the meaning given to this term in in paragraph 3.4.1.3 of Annexe K;

1.1.161 "SGL" Sibanye Gold Limited, registration number 2002/031431/06, a public company incorporated in accordance with the laws of South Africa;

1.1.162 "SGL Guarantee" the guarantee agreement entered into or to be entered into betweenSGL and the Seller on or about the Signature Date;

1.1.163 "SGL Shares" no par value ordinary shares in the issued share capital of SGL, listedon the JSE and each ranking pari passu with all other ordinary sharesin the issued share capital of SGL. For the avoidance of doubt,references to the SGL Shares include references – changed as necessary –to such shares as they may be consolidated and sub-divided from time to time;

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1.1.164 "Signature Date" when this Agreement has been signed by all Parties, the date onwhich it was signed by the Party signing last in time;

1.1.165 "Signature Date Employee" the employees of the Business identified in Annexe E1;

1.1.166 "Signature Date MRs" prior to the Sale Consolidation and the PSA Consolidation, meanscollectively, and in each case as amended from time to time:

1.1.166.1 mining right (with reference NW30/5/1/2/2/43 MR), held by theSeller in respect of platinum group metals i.e. platinum,palladium, rhodium, iridium, osmium and ruthenium in theMerensky and UG 2 Reefs, together with metals and mineralsfound in mineralogical association therewith, including but not limited to chrome, gold, silver, copper, nickel and cobalt togetherwith any such metals and minerals which will be extracted out ofnecessity and convenience during the mining of the platinumgroup metals ("MR 43");

1.1.166.2 mining right (with reference NW30/5/1/2/2/79MR), convertedunder Item 7 of Schedule II of the MPRDA, held by the Seller inrespect of platinum group metals and associated minerals(precious metals), chrome, cobalt, nickel, silver, gold and copper on the UG2 and Merensky reefs ("MR 79");

1.1.166.3 mining right (with reference NW30/5/1/2/2/80 MR), convertedunder Item 7 of Schedule II of the MPRDA, held by the Seller inrespect of platinum group metals (i.e. platinum, palladium,rhodium, iridium, osmium and ruthenium, together with metalsand minerals found in mineralogical association therewith, including but not limited to chrome, gold, silver, copper, nickeland cobalt together with any such other metals and mineralswhich may be extracted in the normal mining of the minerals("MR 80");

1.1.166.4 mining right (with reference NW30/5/1/2/2/81 MR), convertedunder Item 7 of Schedule II of the MPRDA, held by the Seller inrespect of platinum group metals

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and associated minerals (precious metals) and chrome, cobalt,nickel, silver, gold and copper on UG2 and the Merensky reefs("MR 81");

1.1.166.5 mining right (with reference NW30/5/1/2/2/82 MR), convertedunder Item 7 Schedule II of the MPRDA, held by the Seller in respect of precious metals and base minerals including platinum,chrome, rhodium, ruthenium, gold, iridium, and osmium asprecious metals as well as copper and nickel as base metals("MR 82");

1.1.166.6 mining right (with reference NW30/5/1/2/2/83 MR), convertedunder Item 7 Schedule II of the MPRDA, held by the Seller inrespect of platinum group metals, precious and base minerals("MR 83");

1.1.166.7 mining right (with reference NW30/5/1/2/2/84 MR), converted under Item 7 Schedule II of the MPRDA, held by the Seller inrespect of platinum group metals, precious and base minerals("MR 84");

1.1.166.8 mining right (with reference NW30/5/1/2/2/85 MR), convertedunder Item 7 Schedule II of the MPRDA, held by the Seller in respect of platinum group metals including platinum, palladium,rhodium, iridium, ruthenium and osmium, together with all othermetals and minerals found in mineralogical associationtherewith, including but not limited to, chrome, gold, silver, copper, nickel and cobalt, together with any such other metalsand minerals which have to be mined out of necessity andconvenience together with the platinum group metals in the UG2 and Merensky Reefs ("MR 85"); and

1.1.166.9 mining right (with reference NW30/5/1/2/2/86 MR), convertedunder Item 7 Schedule II of the MPRDA, held by the Seller inrespect of platinum group metals and associated minerals(precious metals) as well as chrome, cobalt, nickel, silver, goldand copper on the UG2 and Merensky reefs ("MR 86"),

including their associated EMPs, mining work programmes andsocial and labour plans, including

26

all amendments, variations or modifications thereof from time to time;

1.1.167 "Smelting and Refining Operations" the activities of treating and extracting metals from PGM Concentrateby smelting and refining metals using downstream processingactivities conducted by the Rustenburg Section, including at theWaterval Smelter Complex and at the Rustenburg Refining Complex;

1.1.168 "South Africa" the Republic of South Africa;

1.1.169 "Special Purpose Accounts" the special purpose information for Rustenburg Section for thefinancial period ended on the Special Purpose Accounts Date, madeavailable as document 2.2.2.3 in the VDR;

1.1.170 "Special Purpose Accounts Date" 31 December 2014;

1.1.171 "Stores and Consumables" all stores and consumables owned by the Seller and located in theRustenburg and concentrator store facilities (i.e. excluding all the stores and consumables located at the Seller's Western LimbDistribution Centre), and used exclusively in respect of the Business,as at the Effective Date, including operating supplies, machineryspares and other spares, stores and consumables;

1.1.172 "Surface Lease" the lease agreement to be entered into between or on behalf of theBafokeng Nation (as lessor) and:

1.1.172.1 if entered into before the Effective Date, the Seller (as lessee);or

1.1.172.2 if entered into after the Effective Date, the Purchaser (as lessee),

in respect of the lease of a certain portion of the Bafokeng Land (butexcluding the land forming the subject matter of the HoedspruitTailings Lease);

1.1.173 "Surface Rights Permits" the surface right permits listed in Annexe G;

1.1.174 "Surviving Provisions" the provisions of clauses 1, 3, 8.3, 21, 22, 32, 33, 34, 35, 36 and 37;

1.1.175 "Table" the table included in Annexe X, as (i) amended by the Seller andnotified to the Purchaser in terms of clause 15.8; or (ii) as otherwise amended by the Parties from time to time in writing. To the extent

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that any period extends beyond the end dates stipulated in the Table,the Table will be extended, using the annual totals specified in therelevant line items indicated, split between the relevant months in thesame ratio as that used for the 2017 month entries. If the Table is amended during any relevant period, as envisaged in thisclause 1.1.175, then any calculations in respect thereof will beconducted, for the relevant months within such period, with referenceto the ruling Table from time to time;

1.1.176 "Tailings Assets" the tailings dams of the Business as constituted at the Effective Date(known as Klipfontein, Hoedspruit, Paardekraal complex (PK 1- 5), Waterval East and Waterval West) and identified on the mapattached as Annexe L, which tailings dams have been established pursuant to the mining and processing operations of the Seller inconducting the Business, and which the Seller has always intendedto be and remain movable assets which have not, in the Seller's view,acceded to the immovable properties where they are located;

1.1.177 "Taxation" or "Tax" all forms of taxation whether direct or indirect and whether levied byreference to income, profits, gains, asset values, turnover, addedvalue, employment or other reference and statutory, governmental,state, provincial, local governmental or municipal impositions(including, without limitation, any royalty contemplated in terms ofsection 25(2)(g) of the MPRDA and payable under in terms of theMineral and Petroleum Resources Royalty Act, 28 of 2008), and anyand all duties, contributions, rates and levies (including all employeeand payroll taxes), whenever and wherever imposed (whetherimposed by way of a withholding or deduction for or on account oftax or otherwise) and in respect of any person and all penalties, charges, costs, additional tax and interest relating thereto;

1.1.178 "Tax Deduction" a deduction or withholding for or on account of Tax from a paymentunder this Agreement, where the obligation to pay the Tax arises asa direct result of that payment;

1.1.179 "Trading Day" any day that is a trading day on the JSE and does not include a dayon which trading on the JSE is scheduled to close prior to its regularweekday closing time;

1.1.180 "Transferable Permits" those Permits which are (expressly in accordance with their terms orthe provisions of the relevant

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laws under which they are issued) capable of transfer to thePurchaser, whether or not such transfer (in order to be effective)requires the consent or permission of, or notification to, any Governmental Authority;

1.1.181 "Transferable SRPs" those Surface Rights Permits which are not (in accordance with theirterms or otherwise at law) incapable of transfer to the Purchaser;

1.1.182 "Transferring Attorneys" Webber Wentzel;

1.1.183 "Transferring Contracts" all Contracts relating (in so far as the Seller's participation therein isconcerned) exclusively to the Business, including (to the extent inforce at the Effective Date) the Material Transferring Contracts, theContracts listed in Annexe B1 and the Contracts referred to in clause 11.3.9.2.1, provided that, in relation to Contracts for the useor occupation of land, Contracts will only be Transferring Contracts ifthey relate exclusively to land forming part of (i) any ImmovableProperties; or (ii) any Leased Properties, but excluding:

1.1.183.1 this Agreement;

1.1.183.2 the Concentrate Agreement, the Use and Access Agreement,the SGL Guarantee and the Retained Rail Services Agreement;

1.1.183.3 the Surface Lease;

1.1.183.4 the Financing Contracts;

1.1.183.5 all Contracts for the provision of services to the Business by anymember of the Seller's Group; and

1.1.183.6 the Contracts listed in Annexe B2 or referred to inclause 11.3.9.2.2 ("Excluded Contracts").

For the avoidance of doubt, any Contract entered into by or on behalfof the Seller which relates (in so far as the Seller's participationtherein is concerned) partially to the Business and partially to anyother business operation/s of the Seller (including any part of (i) any of the Smelting and Refining Operations; (ii) the PSA Business; and(iii) other mining, concentrating and processing businesses of theSeller) are not Transferring Contracts;

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1.1.184 "Transferring Employees" (i) the Signature Date Employees; and (ii) every other person (if any) employed by the Seller in or in relation to the Business after theSignature Date, in each case, to the extent still employed by theSeller in or in relation to the Business on the Effective Date;

1.1.185 "Use and Access Agreement" the use and access agreement entered into or to be entered into between the Purchaser and the Seller on or about the SignatureDate, which agreement will regulate: (i) the Seller's rights of accessto the Mines and the Purchaser's rights of access to the Waterval Smelter Complex and the Rustenburg Refining Complex and relatedmatters; and (ii) generally, the on-going working relationship betweenthe Purchaser and the Seller in the context of the Seller's continuedoperation of the Smelting and Refining Operations and thePurchaser's operation of the Business, after the Effective Date;

1.1.186 "VAT" value-added tax in terms of the VAT Act;

1.1.187 "VAT Act" Value Added Tax Act, 89 of 1991;

1.1.188 "VDR" the virtual data room set up by the Seller, containing (inter alia) certain documents and information relating to the Business, madeavailable by the Seller online at https://services.intralinks.com withthe project name Condor and provided to the Purchaser in electronic format on the Signature Date, an index of the contents of which arelisted in Schedule 1 to the Disclosure Letter;

1.1.189 "Waterval Smelter Complex" the metallurgical facility that smelts flotation Concentrate and anyother PGM sources received to produce furnace matte, andsubsequently converts this furnace matte, furnace matte receivedfrom other smelting operations and any other PGM sources, intoconverter matte. The facility includes all plant and equipmentassociated with smelting, converting, environmental abatement andcompliance, by-product production and energy recovery, as well as all associated utilities and infrastructure contained within the areademarcated on the map attached as Annexe I; and

1.1.190 "Whitewash Resolution" a validly passed resolution of the ordinary shareholders (orindependent ordinary shareholders, to the extent applicable) of SGLexpressly and irrevocably waiving any requirement for the Seller (orany person acting in concert with

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it) to make a mandatory offer to acquire any remaing securities in SGL in terms of the Companies Act (including section 123) and theCompanies Regulations.

1.2 In this Agreement:

1.2.1 headings to the clauses of this Agreement are inserted for reference purposes only and shall not govern or affectthe meaning or interpretation thereof;

1.2.2 references to a statutory provision include any subordinate legislation made from time to time under that provision and include that provision as modified or re-enacted from time to time;

1.2.3 words importing the masculine gender include the feminine and neuter genders and vice versa in relation to each such word; the singular includes the plural and vice versa; and natural persons include artificial persons and vice versa;

1.2.4 references to a "person" include a natural person, company, close corporation or any other juristic person orother corporate entity, a charity, trust, partnership, joint venture, syndicate, or any other association of persons;

1.2.5 references to a "subsidiary" or a "holding company" shall be references to a subsidiary or holding company as defined in the Companies Act (and shall include, for the avoidance of doubt, direct and indirect subsidiaries and direct and indirect holding companies), save that the interpretation and application of these definitions in theCompanies Act shall not be limited to South African companies;

1.2.6 any reference to a document, agreement or instrument includes the document, agreement or instrument asceded, delegated, novated, altered, supplemented, rectified, reinstated or replaced from time to time inaccordance with its terms;

1.2.7 if a definition imposes substantive rights and obligations on a Party, such rights and obligations shall be given effect to and shall be enforceable, notwithstanding that they are contained in a definition;

1.2.8 any definition, wherever it appears in this Agreement, shall bear the same meaning and apply throughout this Agreement unless otherwise stated or inconsistent with the context in which it appears;

1.2.9 if there is any conflict between any definitions in this Agreement then, for purposes of interpreting any clause ofthe Agreement or paragraph of any Annexe, the definition appearing in that clause or paragraph shall prevailover any other conflicting definition elsewhere in the Agreement;

1.2.10 any reference to "law" means law, legislation, statutes, regulations, ordinances, treaties, protocols, codes,standards, rules, by-laws, directives, orders, guidelines, notices, promulgations, requirements, orders,judgments, injunctions, awards and other decrees of any Governmental Authority, which have force of law orwhich it would be an offence not to obey, and the common law, as amended, replaced, re-enacted, restated or re-interpreted from time to time and any reference to any law, statute, regulation or other legislation shall be areference to any regulations and subordinate legislation promulgated thereunder (and to the extent not otherwiseincluded in the foregoing, "law" will include the Amendment of the Broad-Based

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Socio-Economic Empowerment Charter for the South African Mining Industry, September 2010 and the Codes of Good Practice for the Minerals Industry published on 29 April 2009);

1.2.11 where any number of days is prescribed, those days shall be reckoned exclusively of the first and inclusively ofthe last day unless the last day falls on a day which is not a Business Day, in which event the last day shall be the next succeeding Business Day;

1.2.12 any provision in this Agreement which is or may become illegal, invalid or unenforceable in any jurisdictionaffected by this Agreement shall, as to such jurisdiction and to the extent of such illegality, invalidity or unenforceability, be ineffective and be treated as having not been written (ie pro non scripto) and severed from the balance of this Agreement, without invalidating the remaining provisions of this Agreement or affecting thevalidity or enforceability of such provision in any other jurisdiction;

1.2.13 unless otherwise expressly so stated herein, no provision of this Agreement constitutes a stipulation for thebenefit of any person who is not a party to this Agreement;

1.2.14 the use of any expression covering a process available under South African law (including, for example, awinding-up) shall, if any of the Parties is subject to the law of any other jurisdiction, be interpreted in relation tothat Party as including any equivalent or analogous proceeding under the law of such other jurisdiction;

1.2.15 references to any amount shall mean that amount exclusive of VAT, unless the amount expressly includesVAT; and

1.2.16 the rule of construction that if general words or terms are used in association with specific words or terms whichare a species of a particular genus or class, the meaning of the general words or terms shall be restricted to thatsame class (ie the eiusdem generis rule) shall not apply, and whenever (notwithstanding that in some instances this may have been specifically provided for, but not in others) the words "including", "include" or "includes" are used followed by specific examples, such examples shall not be interpreted so as to limit the meaning of any word or term to the same genus or class as the examples given.

1.3 The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement which areexpressly provided to operate after any such expiration or termination, or which of necessity must continue to haveeffect after such expiration or termination, notwithstanding that the relevant provisions themselves do not provide forthis.

1.4 Each of the provisions of this Agreement has been negotiated by the Parties and drafted for the benefit of the Parties,and accordingly the rule of construction that the contract shall be interpreted against or to the disadvantage of theParty responsible for the drafting or preparation of the agreement (ie the contra proferentem rule) shall not apply.

2. Introduction

2.1 The Sale Assets are utilised by the Seller to conduct the Business as a going concern.

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2.2 The Seller wishes to sell the Business (and accordingly the Seller wishes to sell the Sale Assets and transfer theAssumed Liabilities) as a going concern, to the Purchaser and the Purchaser wishes to purchase the Business (andaccordingly all of the Sale Assets, as well as assume the Assumed Liabilities), as a going concern, on the terms andconditions set out in this Agreement.

2.3 The Parties accordingly enter into this Agreement to record the terms and conditions agreed to by them with regardto the Sale Transaction.

3. Conditions Precedent

3.1 The provisions of this Agreement (other than clauses 11.5, 12.1, 14, 15, 18 (but only to the extent of the Seller'sWarranties in Part B of Annexe M), 19, 23, 25.1 and 27 (the "Immediately Operative Provisions") and the Surviving Provisions, all of which shall be unconditional and of immediate force and effect on and with effect from the SignatureDate), are subject to the fulfilment or waiver, in accordance with clause 3.3, of the following conditions precedent ("Conditions Precedent") on or before the date specified in the relevant sub-clause below (or such later date/s (i) in the case of clause 3.1.2, as the Seller may specify in writing from time to time on or before the then current relevantdate/s specified; (ii) in the case of each of clauses 3.1.1, 3.1.3, 3.1.4, 3.1.5, 3.1.6, 3.1.7, 3.1.8, 3.1.9, 3.1.10, 3.1.11,3.1.12 and 3.1.13, as the Purchaser and the Seller may agree in writing from time to time on or before the thencurrent relevant date/s specified; or (iii) in the case of clause 3.1.6, to which the date in clause 3.1.6.1 may automatically be extended pursuant to the proviso to clause 3.1.6.1):

3.1.1 on or before 30 November 2015, the Purchaser or SGL, as the case may be, have procured the written consent for the Purchaser and SGL to implement the Sale Transaction from the following persons:

3.1.1.1 the Senior Facility Lenders in terms of the Senior Facility Agreement;

3.1.1.2 the Revolving Facility Lenders in terms of the Revolving Facility Agreement; and

3.1.1.3 the Bridge Facility Lender in terms of the Bridge Facility Agreement;

provided that such consents shall either be (i) unconditional and unqualified; or (ii) on conditions or qualificationsas the Purchaser and SGL confirm in writing to the Seller are acceptable to them (acting reasonably);

3.1.2 on or before 31 January 2016, (i) the Purchaser and all relevant counterparties have signed definitive and bindingtransaction and funding agreements for implementing (no later than the Effective Date) HDSA ownership of the Purchaser, compliant with the BEE Requirements; and (ii) copies of all such agreements have been provided tothe Seller;

3.1.3 on or before 30 April 2016, SGL's shareholders have approved the Sale Transaction in terms of Section 9 of theJSE Listings Requirements, provided that if, for any reason whatsoever, the Competent Person's Report formingpart of the Category 1 transaction circular for such SGL shareholder approval has not been approved by theJSE by 31 January 2016, then the date of 30 April 2016 in this clause 3.1.3 will be automatically extended by one day at a time, for each day after 31 January 2016 that such JSE approval is outstanding but not beyond 30June 2017;

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3.1.4 Competition approval

3.1.4.1 on or before 30 June 2017:

3.1.4.1.1 all and any approvals for the Sale Transaction that may be required in terms of the Competition Act aregranted by the Competition Authorities provided that such approvals shall either be:

3.1.4.1.1.1 unconditional and unqualified; or

3.1.4.1.1.2 on (i) conditions or qualifications which materially align with and are not materially more onerousthan the provisions of the undertakings contained in clause 31, which conditions and qualificationsthe Parties will be deemed to have accepted; or (ii) other conditions or qualifications as thePurchaser and the Seller confirm in writing to each other are acceptable to them (actingreasonably); and

3.1.4.1.2 in the event that the Competition Authorities impose such conditions or qualifications which constitutepre-conditions to the implementation of the Sale Transaction, then such pre-conditions must be satisfied on or before the date stipulated in clause 3.1.4.1.

If the conditions or qualifications envisaged in clause 3.1.4.1.1.2(ii) (whatever their nature or form) are not acceptable to the Seller and the Purchaser (acting reasonably), either of them shall be entitled to bringappeal or review proceedings (or a request for consideration pursuant to an approval of the Sale Transactionwith conditions or qualifications), with the Seller (on the one hand) and the Purchaser and SGL (on the otherhand) rendering all reasonable assistance to the other in such case. If approval of the Sale Transaction isdeclined by the Competition Authorities, then at the Seller's or the Purchaser's election, appeal proceedingsagainst this decision will be instituted, with the Seller (on the one hand) and the Purchaser and SGL (on the other hand) rendering all reasonable assistance to the other in such case;

3.1.5 Consent in terms of section 102 of the MPRDA for the Sale Consolidation and the PSA Consolidationand registration by the MPTRO of Notarial Deed of Variation of Converted Mining Right in respect of theSale Consolidation

3.1.5.1 on or before 30 June 2017, the granting of consents in terms of section 102 of the MPRDA in respect ofeach of the PSA Consolidation and the Sale Consolidation applications, provided that such consents shalleither be:

3.1.5.1.1 unconditional and unqualified; or

3.1.5.1.2 on conditions or qualifications as (i) the Purchaser confirms in writing to the Seller are acceptable to thePurchaser (acting reasonably) insofar as such conditions and qualifications affect the Purchaser or theBusiness, or (ii) the Seller confirms in writing to the Purchaser are acceptable to the Seller (actingreasonably) insofar as such conditions or qualifications affect the Seller; and

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3.1.5.2 or before 30 June 2017, the registration by the MPTRO of a Notarial Deed of Variation of Converted MiningRight in respect of the Sale Cssonsolidation;

3.1.6 Consent in terms of section 11 of the MPRDA

3.1.6.1 on or before 30 June 2017:

3.1.6.1.1 the granting of consent in terms of section 11 of the MPRDA in respect of the sale of the Mining Rightand the Prospecting Right to the Purchaser pursuant to the Sale Transaction, provided that such consent shall either be:

3.1.6.1.1.1 unconditional and unqualified; or

3.1.6.1.1.2 on conditions or qualifications as (i) the Purchaser confirms in writing to the Seller are acceptable tothe Purchaser (acting reasonably) insofar as such conditions and qualifications affect the Purchaseror the Business, or (ii) the Seller confirms in writing to the Purchaser are acceptable to the Seller(acting reasonably) insofar as such conditions or qualifications affect the Seller; and

3.1.6.1.2 in the event that such conditions or qualifications are imposed which constitute pre-conditions to the implementation of the Sale Transaction, then such pre-conditions must be satisfied on or before the date stipulated in clause 3.1.6.1,

provided that if, for any reason whatsoever, (i) the Purchaser and all relevant counterparties have not signed definitive and binding transaction and funding agreements for implementing (no later than the Effective Date)HDSA ownership of the Purchaser, compliant with the BEE Requirements; and/or (ii) copies of all suchagreements have not been provided to the Seller, in each case on or before 31 January 2016, then the dateof 30 June 2017 in this clause 3.1.6.1 will be automatically extended by one day at a time, for each day after31 January 2016 that the requirements in (i) and (ii) above have not both been met;

3.1.7 on or before 30 June 2017, the Medical Services Agreement has been signed by each of the parties thereto andhas become unconditional in accordance with its terms, save in respect of any condition which requires that this Agreement become unconditional;

3.1.8 on or before 30 June 2017, the Hospital Lease Agreement has been signed by each of the parties thereto andhas become unconditional in accordance with its terms, save in respect of any condition which requires that this Agreement become unconditional;

3.1.9 on or before 30 June 2017, the Bafokeng Nation has consented in writing to the Seller ceding all of its rights anddelegating all of its obligations under each of (i) the Bafokeng Nation Settlement Agreement; and (ii) the Bafokeng Nation Royalty Agreement, to the Purchaser;

3.1.10 on or before 30 June 2017 (i) the PSA Services Agreement has been signed by each of the parties thereto; and(ii) Aquarius Platinum has consented in writing to

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the Seller (as service provider) ceding all of its rights and delegating all of its obligations under the PSA ServicesAgreement to the Purchaser;

3.1.11 on or before 30 June 2017 (i) the PSA Rail Services Agreement has been signed by each of the parties thereto; and (ii) Aquarius Platinum has consented in writing to the Seller (as service provider) ceding all of its rights anddelegating all of its obligations under the PSA Rail Services Agreement to the Purchaser;

3.1.12 on or before 30 June 2017, the Retained Rail Services Agreement has been signed by each of the partiesthereto;

3.1.13 for the period from the 1st day of the month immediately following the month in which the Signature Date falls toand ending on the last day of the month immediately preceding the month in which the last of the ConditionsPrecedent in clauses 3.1.1 - 3.1.12 is fulfilled or waived (“the Period”):

3.1.13.1 the Seller (with reference to the Business) has, on an aggregated basis measured at the end of the, but over the entire, Period:

3.1.13.1.1 produced at least 85% of the total 4E Oz Production (platinum, palladium, rhodium and gold, in any mix)indicated in the Table; and

3.1.13.1.2 milled at least 85% of the total underground tonnes milled indicated in the Table; and

3.1.13.1.3 overspent not more than 15% of the total on-mine cash costs indicated in the Table, but excluding fromsuch calculation instances where (and the extent to which) a prudent, experienced and reasonableoperator in the position of the Seller would also have overspent operational expenditure in order to (i)rectify a material adverse effect on the Business and/or to prevent a material adverse effect on theBusiness from arising; and (ii) preserve any of the material Sale Assets; and

3.1.13.1.4 spent at least 75% of the total capital (including SIB) expenditure indicated in the Table; or

3.1.13.2 the Seller has, on an aggregated basis measured at the end of the, but over the entire, Period failed to soperform, but such failure, overspending and/or underspending (as the case may be) will not have a material adverse effect on the ability of the Business to so perform , by no later than and during the 12th month after the month in which the Effective Date falls (and assuming (i) that the Business will be conducted for thatperiod in the ordinary course thereof as carried on prior to the Signature Date; and (ii) that none of the circumstances referred to in clause 15.3.3.3 occur during that period).

3.2 To the extent that it is within their control to do so, in relation to the Condition/s Precedent in each of clauses:

3.2.1 3.1.1, 3.1.2, 3.1.3, 3.1.4, 3.1.5, 3.1.6, 3.1.9, 3.1.10(ii), 3.1.11(ii) and 3.1.13, the Parties shall (but without beingobliged to waive any Condition Precedent or give any consent or confirmation thereunder to the extent it ispermitted (acting reasonably) to withhold such consent) use their respective reasonable commercial endeavours; and

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3.2.2 3.1.7, 3.1.8, 3.1.10(i), 3.1.11(i) and 3.1.12, the Parties shall negotiate the agreements referred to in good faith,

to procure the fulfilment of each of such Conditions Precedent on or before the date specified for its fulfilment in terms of clause 3.1 (and as may be extended as envisaged in clause 3.1) further in accordance with the provisions of clause 3.8.

3.3 Each of the Condition/s Precedent:

3.3.1 in clauses 3.1.3, 3.1.4, 3.1.5 and 3.1.6 are for the benefit of both the Seller and the Purchaser (but none are forthe benefit of SGL), and may not be waived except by written agreement between the Purchaser and the Selleron or before the date/s specified for their fulfilment in terms of clause 3.1 (and as may be extended as envisaged in clause 3.1);

3.3.2 in clauses 3.1.2, 3.1.7, 3.1.8, 3.1.9, 3.1.10, 3.1.11 and 3.1.12 are for the benefit of the Seller only, and may be waived by written notice from the Seller on or before the date/s specified for their fulfilment in terms of clause 3.1 (and as may be extended as envisaged in clause 3.1); and

3.3.3 in clauses 3.1.1 and 3.1.13 are for the benefit of the Purchaser only, and may be waived by written notice fromthe Purchaser on or before the date/s specified for their fulfilment in terms of clause 3.1 (and as may be extended as envisaged in clause 3.1).

3.4 If any of the Conditions Precedent are not fulfilled or waived on or before the date/s specified for their fulfilment interms of clause 3.1 (and as may be extended as envisaged in clause 3.1), the Surviving Provisions shall continue to be of force and effect and the Immediately Operative Provisions shall cease to be of any force or effect, but theremaining provisions of this Agreement shall never become effective and the Parties shall restore to one anotherany performance which they may have rendered or received under this Agreement.

3.5 If any of the Conditions Precedent are not fulfilled or waived in terms of this clause 3, no Party shall have a claimagainst any other as a result of or in connection with any such non-fulfilment or non-waiver (other than a claim for abreach by a Party of any of its obligations under clause 3.2).

3.6 Notwithstanding anything to the contrary in this clause 3, but without prejudice to any other rights and/or obligationswhich the Parties may have under this Agreement or in law, the Conditions Precedent will be read pro non-scriptofor all purposes under this Agreement if and prior to the commencement of Closing, the Seller has not delivered tothe Purchaser, and the Purchaser has not delivered to the Seller, a written notice asserting that a ConditionPrecedent has failed and/or was not timeously waived and that accordingly Closing cannot occur.

3.7 Notwithstanding any provisions to the contrary contained in clause 15 or elsewhere in this Agreement, if any of the Conditions Precedent are not fulfilled or waived in terms of this clause 3, the Purchaser (and, for the avoidance of doubt, SGL) will not have any claim against the Seller under or in relation to any of the provisions of clause 15 or any breach thereof.

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3.8 Process for obtaining approvals

3.8.1 In relation to the Condition Precedent set out in clause 3.1.3, the Purchaser and SGL will, within 30 days afterthe Competent Person's Report forming part of the Category 1 Circular referred to below has been approved bythe JSE, provide to the Seller a draft of the circular to SGL's shareholders, which will be posted in order to obtain their approval for the Sale Transaction in terms of Section 9 of the JSE Listings Requirements ("the Cat 1 Circular") and shall give the Seller reasonable opportunity to comment on the Cat 1 Circular (and on allsubsequent drafts thereof). The Seller will take reasonable account of all amendments to the Cat 1 Circularwhich are reasonably requested by the Seller.

3.8.2 The Cat 1 Circular will not stipulate the approval referred to in clause 3.1.3 as being conditional on any other resolution or transaction being approved.

3.8.3 In relation to the Condition Precedent set out in clause 3.1.3, SGL will use its best efforts to secure the approvalreferred to in clause 3.1.3 from its key shareholders (other than Gold One International Limited) as soon as possible after the Signature Date, which support will be in the form of written, irrevocable support for the SaleTransaction.

3.8.4 In relation to each of the approvals referred to in the Conditions Precedent set out in clauses 3.1.4 and 3.1.6:

3.8.4.1 each Party will do all such things (including signing all relevant documents), provide all information andgenerally perform all such actions and take all such steps as may be open to them and necessary for orincidental to making the necessary applications for, and obtaining, the approvals, further in accordance withsuch clauses (as relevant);

3.8.4.2 the Purchaser and the Seller shall provide each other with drafts of all material correspondence, documentsor other communications (including drafts of the filings) relating to the Conditions Precedent set out in suchclauses (removing any confidential or competitively sensitive information, in the case of the ConditionPrecedent in clause 3.1.4) and shall give each other reasonable opportunity to comment on such communications prior to their submission to the relevant Governmental Authorities. Furthermore, each ofthem shall promptly provide the other with copies of all such material communications received from or sentto the relevant Governmental Authorities and shall also involve the other in any meetings or materialdiscussions with the relevant Governmental Authorities; and

3.8.4.3 without prejudice to clause 3.8.4.2, the Parties agree that all requests and enquiries from the relevantGovernmental Authorities relating to the Conditions Precedent set out in such clauses shall be dealt with bythe Seller and the Purchaser promptly and in consultation with each other and the Seller and the Purchasershall promptly co-operate with and provide all necessary information and assistance reasonably required bythe relevant Governmental Authorities in relation thereto upon being requested to do so by the other.

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3.8.5 Competition approval

3.8.5.1 As soon as possible after the Signature Date, each of the Seller (on the one hand) and the Purchaser andSGL (on the other hand) will instruct its own attorneys and other advisors in connection with the preparationof the merger filing which will be submitted to the Competition Authority for purposes of the Condition Precedent in clause 3.1.4 (“the Merger Notification”) and the Parties agree that Nortons Inc will lodge and file the Merger Notification on the Parties’ behalf.

3.8.5.2 The filing fees payable in connection with the Merger Notification will be paid by the Seller and the Purchaser in equal shares.

3.8.5.3 The legal costs and fees incurred by each Party in connection with gathering and collecting informationrequired of it for the Merger Notification shall be borne by that Party.

3.8.6 Consent in terms of section 11 of the MPRDA

3.8.6.1 As soon as possible after the date on which the Purchaser complies with the requirements set out in (i) and(ii) of the proviso to clause 3.1.6.1, or at any earlier time as the Seller considers appropriate, the Seller shall apply to the Minister (the form and substance of such application being to the reasonable satisfaction of boththe Seller and the Purchaser) for written consent in terms of section 11 of the MPRDA ("Section 11 Consent"), as referred to in clause 3.1.6. The Purchaser hereby irrevocably and unconditionally undertakesto co-operate with and to assist the Seller in all reasonable and necessary ways to procure the Section 11Consent, if so requested by the Seller and the Parties agree that the Transferring Attorneys will lodge and file the application for Section 11 Consent.

3.8.6.2 The legal costs and fees incurred by each Party in connection with gathering and collecting informationrequired of it for the application for Section 11 Consent shall be borne by that Party.

4. Sale and purchase

4.1 On and with effect from the Effective Date, the Seller:

4.1.1 sells the Sale Assets to the Purchaser and the Purchaser purchases the Sale Assets from the Seller; and

4.1.2 transfers and delegates the Assumed Liabilities to the Purchaser, and the Purchaser assumes the AssumedLiabilities, in terms of clause 5,

such that the Seller sells to the Purchaser, which purchases, the Business as a going concern, as one indivisibletransaction.

4.2 Nothing contained in this Agreement will operate (and notwithstanding any provision of this Agreement to thecontrary) (i) to transfer to the Purchaser any of the Excluded Assets or any other asset, other than the Sale Assets; or (ii) to result in the transfer or delegation to, or assumption by, the Purchaser of any of the Excluded Liabilities or anyother Liability, other than the Assumed Liabilities.

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5. Assumption of Assumed Liabilities

The Purchaser, on and with effect from the Effective Date, assumes and shall duly and punctually pay, satisfy, discharge,perform or fulfil (as the case may be) all Liabilities of the Seller in relation to, associated with, arising out of or in respect of the Business or any part thereof (including any Sale Asset) as at the Effective Date (together, the "Assumed Liabilities") including without limitation (and without any liability or class of liabilities identified below limiting the scope ofany other liability or class of liabilities so identified):

5.1 all Liabilities under the Transferring Contracts;

5.2 all Liabilities in respect of Creditors;

5.3 all Liabilities under or relating to the Mining Right and the Prospecting Right (for the avoidance of doubt, includingtheir EMPs, mining work programmes or prospecting work programme (as relevant) and social and labour plans);

5.4 all Liabilities under the Permits;

5.5 all Liabilities under the Main IWUL;

5.6 the Rehabilitation Liability;

5.7 Environmental Claims;

5.8 all Liabilities in relation to Health and Safety Claims; and

5.9 all Liabilities in respect of the Transferring Employees,

but excluding the Excluded Liabilities.

6. Risk, benefit and ownership: Sale Assets and Assumed Liabilities

6.1 The risk in and benefit of the Sale Assets and Assumed Liabilities, and accordingly the Business, will pass to thePurchaser on and with effect from the Effective Date.

6.2 Ownership of each of the Sale Assets will pass to the Purchaser, against the later of (i) discharge of the Initial Upfront Purchase Price in terms of paragraph 2 of Annexe J; and (ii) delivery of the Sale Asset as further described inclause 10.

7. Gross Consideration

7.1 The aggregate consideration for the Business is an amount equal to:

7.1.1 the Purchase Price (which will be discharged by the Purchaser in accordance with the provisions of clause 8); plus

7.1.2 an amount equal to the face value of the quantifiable Assumed Liabilities (or as such Assumed Liabilities are otherwise accounted for in accordance with IFRS) (which will be discharged by the Purchaser assuming theAssumed Liabilities in accordance with the provisions of clause 5), for the avoidance of doubt, expressed as a positive amount,

(together, "the Gross Consideration").

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7.2 The Parties acknowledge that, given the nature of the Business, the Director General: Mineral and Energy Affairs("the Director General") will be required, pursuant to the provisions of section 37 of the Income Tax Act, to determinethe values for the mining property and capital assets forming part of the Business ("the DG Valuation") and this process will take place after the Effective Date. The Parties undertake to use their reasonable endeavours to assistthe Director General in this regard and shall make appropriate submissions to the effect that the effective value of the mining property and the capital assets (as defined in section 37 of the Income Tax Act) is as set out in Annexe G. The DG Valuation will, however, be final and binding on the Parties for the purposes of section 37 of the Income Tax Act.

8. Purchase Price

8.1 The aggregate purchase price payable for the Business shall comprise:

8.1.1 the Initial Upfront Purchase Price, as adjusted in accordance with paragraph 4 of Annexe J and paragraph 5 of Annexe K, such adjusted amount being the "Upfront Purchase Price"; and

8.1.2 the Deferred Purchase Price,

(together, "the Unadjusted Purchase Price"), as adjusted downwards in accordance with paragraph 4 of AnnexeK, such adjusted amount being the "Purchase Price". The Purchase Price will at all times be subject to a total capof R20,000,000,000.00, and all relevant provisions of Annexe J and Annexe K will be interpreted accordingly.

8.2 The Purchase Price will be calculated and discharged in accordance with the provisions of Annexe J and Annexe K.

8.3 General

8.3.1 All payments made under this Agreement must (subject to clauses 21.2.1 and 21.2.2) be calculated and made without (and free and clear of any deduction for) set-off or counterclaim.

8.3.2 Deductions

8.3.2.1 Each Party must make all payments to be made by it under this Agreement without any Deductions, unlesssuch Deduction is required by law.

8.3.2.2 If a Party becomes aware that it must make a Deduction (or, in the case of a Tax Deduction, that there is achange in the rate or the basis of a Tax Deduction), it must notify the other Parties as soon as reasonablypossible.

8.3.2.3 If a Party is required by law to make a Deduction, it must make the minimum Deduction allowed by law andmust make any payment required in connection with that Deduction within the time allowed by law.

8.3.2.4 Within 30 days of making either a Deduction or a payment required in connection with a Deduction, the Partymaking such must deliver to the other Parties evidence satisfactory to the other Parties (acting reasonably) that the Deduction has been made or (as applicable) the appropriate payment has been paid to the relevantGovernmental Authority.

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8.3.3 In respect of any late payment under Annexe J and/or Annexe K, the amount due and payable shall bear interest at the Prime Rate plus 2% from the due date of payment in terms of this Agreement until the date of full paymentthereof.

9. Allocation of the Gross Consideration

9.1 The Gross Consideration will be allocated to the Sale Assets in the manner described in Annexe H.

9.2 The quantifiable Assumed Liabilities shall be assumed, and allocated, at their face value.

9.3 No amount will be allocated to the non-quantifiable Assumed Liabilities or for other rights acquired, or obligationsassumed, by the Purchaser under this Agreement, it being recorded that the Parties agree that the AssumedLiabilities assumed by the Purchaser in terms of this Agreement shall not be construed as limited to the amount actually allocated to the quantifiable Assumed Liabilities.

10. Closing and Delivery of the Business

10.1 On the Effective Date, subject to the Initial Upfront Purchase Price having been settled in accordance with paragraph 2 of Annexe J:

10.1.1 representatives of the Seller and the Purchaser shall meet at 14h00 at the offices of the Transferring Attorneysat 10 Fricker Road, Illovo, Johannesburg (or at such other time, date and place as the Seller and the Purchaser may agree in writing) ("the Closing Meeting") to, in accordance with and subject to the further provisions of thisclause 10 and of clause 11, complete the transfer and delivery of the Business and do all such things as maybe necessary in order to fully and effectively place the Purchaser in possession, and constitute it the owner, ofthe Business (as then constituted). Delivery shall be effected in any manner permitted by law; and

10.1.2 the Seller shall further deliver or make available to the Purchaser (in each case where these are not located atany of the premises where any part of the Business operates) the following (provided that the Seller will beentitled to retain copies thereof, if required in terms of the Seller's internal policies and practices):

10.1.2.1 the originals (or where these are not in its possession or under its control, copies) of all existing documentsof title, if any, to the Sale Assets which are in its possession or under its control;

10.1.2.2 the originals (or where these are not in its possession or under its control, copies) of the TransferringContracts; and

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10.1.2.3 the originals (or where these are not in its possession or under its control, copies) of material documents held by the Seller and relating exclusively to the Business (including those required to be maintained bylaw), and all other records relating exclusively to the conduct of the Business which are, or have been,maintained by or on behalf of the Seller historically, to the extent still relevant to the Purchaser after the Effective Date ("Business Records"), save for:

10.1.2.3.1 those Business Records resident in electronic form on the Seller's computer systems to the extent thatthey cannot easily be separated from the records and data of the Seller on such systems;

10.1.2.3.2 any Business Records which are required by law to be kept by the Seller; and

10.1.2.3.3 any Business Records reasonably required to be retained by the Seller in order for it to continue tooperate its remaining business and to perform its ongoing obligations (if any) under this Agreement,

in respect of which Business Records the Purchaser shall be granted full access thereto and shall be entitled,to the extent feasible, to copies thereof at all reasonable times until such time as the Seller no longer keepssuch Documents and records (based on its internal policies and practices), after which, in relation toclause 10.1.2.3.3, the Seller will make such Documents and records available to the Purchase for collection.

10.2 Prior to the Effective Date, the Parties will reasonably co-operate with each other to schedule a dry-run Closing Meeting, to run through the Effective Date payment obligations under Annexe J and the items to be dealt with at the Closing Meeting.

10.3 The Sale Assets shall be delivered to the Purchaser on the dates specified in and in accordance with the followingprovisions:

10.3.1 Deposits and Prepayments

On and with effect from the Delivery Date, the Seller hereby cedes to the Purchaser all of its rights, title andinterest in and to the Deposits and Prepayments, which cession the Purchaser hereby accepts.

10.3.2 Cash

Delivery of the Cash will take place on the Delivery Date by the Seller transferring the amount of the Cash, byway of an electronic funds transfer of immediately available funds to the Purchaser's Bank Account.

10.3.3 Business Sale Concentrate

Delivery of the Business Sale Concentrate will take place on the Delivery Date, by the Seller continuing topossess the Business Sale Concentrate, on and with effect from the Delivery Date, on behalf of the Purchaserrather than on its own behalf, subject to the further provisions of the Concentrate Agreement.

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10.3.4 Plant and Equipment

Delivery of the Plant and Equipment will (subject to the provisions of the Use and Access Agreement andclause 11.8.4) take place on the Delivery Date, by the Seller placing the Purchaser in control and possession of the Plant and Equipment, or in control and possession of the relevant premises in which such assets are storedor located.

10.3.5 Motor Vehicles

Delivery of the Motor Vehicles will take place on the Delivery Date, by the Seller placing the Purchaser in controland possession of the Motor Vehicles.

10.3.6 Mining Right and Prospecting Right

Delivery of the Mining Right and the Prospecting Right will take place on the Delivery Date, by the TransferringAttorneys executing the Deeds of Cession, and the Seller will instruct, and procure that, the TransferringAttorneys execute the Deeds of Cession (in accordance with powers of attorney delivered by each of the Sellerand the Purchaser to the Transferring Attorneys on or before the Signature Date). Certain post-Closing obligations in relation to the Mining Right and the Prospecting Right are contained in clause 11.6.

10.3.7 Mining Information and Prospecting Information

On:

10.3.7.1 and with effect from the Delivery Date, the Seller hereby cedes to the Purchaser all of its rights, title andinterest in and to the Mining Information and the Prospecting Information, which cession the Purchaserhereby accepts; and

10.3.7.2 the Delivery Date, the Seller shall deliver or make available to the Purchaser (in each case where these are not located at any of the premises where any part of the Business operates) all material documentation andother materials embodying, depicting or containing Mining Information and the Prospecting Information.

10.3.8 Debtors

On and with effect from the Delivery Date, the Seller hereby cedes to the Purchaser all of its rights, title andinterest in and to the Debtors, which cession the Purchaser hereby accepts.

10.3.9 Transferring Contracts and Surface Lease

10.3.9.1 On and with effect from the Consent Date, the Seller hereby (i) cedes all of its rights, title and interest in andto; and (ii) delegates all of its obligations under, the Transferring Contracts to the Purchaser, which cessionand delegation the Purchaser hereby accepts.

10.3.9.2 On and with effect from the Consent Date, the Seller hereby (i) cedes all of its rights, title and interest in andto; and (ii) delegates all of its obligations under, the Surface Lease, but only if this has been entered intobefore the

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Effective Date, to the Purchaser, which cession and delegation the Purchaser hereby accepts.

10.3.9.3 Certain post-Closing obligations in relation to the Transferring Contracts are contained in clause 11.8.

10.3.10 Immovable Properties

Delivery of possession of the Immovable Properties will take place on the Delivery Date, by the Seller placingthe Purchaser in control and possession of the Immovable Properties. Certain post-Closing obligations in relationto the Immovable Properties are contained in clause 11.3.

10.3.11 Stores and Consumables

Delivery of the Stores and Consumables will take place on the Delivery Date, by the Seller placing the Purchaserin control and possession of such Stores and Consumables.

10.3.12 Tailings Assets

Delivery of the Tailings Assets will take place on the Delivery Date, by the Seller placing the Purchaser in controland possession of such Tailings Assets.

10.3.13 Railway Assets

Delivery of the Railway Assets will (subject to the provisions of the Use and Access Agreement) take place on the Delivery Date, by the Seller placing the Purchaser in control and possession of such Railway Assets.

10.3.14 Transferable Permits and the Main IWUL

10.3.14.1 On and with effect from the Consent Date, the Seller hereby (i) cedes to the Purchaser all of its rights, title and interest in and to; and (ii) delegates all of its obligations under, the Transferable Permits, which cessionand delegation the Purchaser hereby accepts.

10.3.14.2 On and with effect from the Consent Date, the Seller hereby, to the extent that it is legally able to do so (i)cedes to the Purchaser all of its rights, title and interest in and to; and (ii) delegates all of its obligationsunder, the Main IWUL, but only to the extent that it relates to the transferred water uses indicated in Annexe U, which cession and delegation the Purchaser hereby accepts.

10.3.14.3 Certain post-Closing obligations in relation to the Transferable Permits and the Main IWUL are contained inclause 11.4.

10.3.15 other assets referred to in clause 1.1.149.21

Delivery of the other assets referred to in clause 1.1.149.21 will (subject to the provisions of the Use and AccessAgreement and clause 11.8.4) take place on the Delivery Date, by the Seller placing the Purchaser in control and possession of such other assets, or shall be effected in any manner permitted by law.

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11. Post-Closing obligations in relation to certain Sale Assets and related matters

11.1 Costs, charges and expenses

Subject to clauses 3.8.5.2, 3.8.6.2 and 11.3.6, all costs, charges and expenses (including those incurred by theSeller) associated with (i) the transfer of any Sale Assets; and (ii) registering such transfer (including ensuring thatsuch Sale Assets comply with any legal requirements in order to effect such transfer or registration), shall be for thePurchaser's account.

11.2 Tangible movable Sale Assets

In relation to all tangible movable Sale Assets not otherwise provided for in this clause 11 and which require official registration of transfer to the Purchaser:

11.2.1 the Purchaser shall take the necessary steps to register the transfer of such Sale Assets as soon as reasonablypracticable after the Delivery Date; and

11.2.2 the Seller will, on request from the Purchaser within a period of 1 year after the Delivery Date, give reasonableassistance to the Purchaser in order to register the transfer of such Sale Assets (provided that the Purchaser,and not the Seller, will be responsible for initiating and progressing the required steps in order to register the transfer of such Sale Assets).

11.3 Immovable Properties

11.3.1 The Seller and the Purchaser agree that they will for the sake of convenience, no later than 14 days after theEffective Date, enter into one or more short form sale agreements ("Short Form Sale Agreements") in respect of the Immovable Properties. Each Short Form Sale Agreement will be substantially on the terms of thisAgreement, insofar as such terms apply to the Immovable Properties and the transfer thereof, and thisclause 11.3. Should there be any conflict between the terms of this Agreement and any such Short Form SaleAgreement, the terms of this Agreement shall prevail. Clauses which are customarily contained in agreementsof sale of land but are not contained in this Agreement will not be regarded as being in conflict with thisAgreement solely because they are not recorded in this clause 11.3. Without derogating from the foregoing, each Short Form Sale Agreement will reflect the provisions in clauses 11.3.2, 11.3.3, 11.3.4, 11.3.5, 11.3.6 and11.3.7. If, for any reason, any Short Form Sale Agreements are not entered into, the provisions of thisAgreement will continue to apply, and will govern the sale of the Immovable Properties to the Purchaser.

11.3.2 The Seller shall transfer ownership of the Immovable Properties to the Purchaser by registration of transferthereof to the Purchaser in the appropriate Deeds Registry Office (at the Purchaser's expense, with thePurchaser agreeing to settle all amounts requested by the Transferring Attorneys in this regard) as soon aspossible after the Delivery Date, after the grant of all required consents, clearances and approvals. With effect from the Delivery Date, the Seller and the Purchaser agree that:

11.3.2.1 the Purchaser shall be liable for all rates, Taxes, levies and similar imposts (including any provision madeby the relevant local authority for utility consumption accounts) levied in respect of the Immovable Properties;

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11.3.2.2 the Purchaser shall be entitled free of charge, to the use and enjoyment of the Immovable Properties (at itsown risk) as if it were the owner thereof (but subject to the terms of the Related Transaction Agreements)even if transfer takes place after that date, provided that the Seller shall not be obliged to give vacantoccupation of any Immovable Property subject to a lease, use or similar agreement, occupied by aTransferring Employee or occupied by any third party whether or not such third party has a legal right to be in occupation of such Immovable Property; and

11.3.2.3 written confirmation from the Transferring Attorneys that the registration of transfer of the ImmovableProperties has occurred shall be prima facie proof of delivery of the Immovable Properties for purposes of this clause 11.3.

11.3.3 The Purchaser hereby appoints the Seller to be its lawful attorney and agent with the power of substitution andwith full power and authority to manage, conduct and transact on its behalf on all matters relating to and for thepurposes of securing transfer of the Immovable Properties to the Purchaser and such powers and authoritiesshall continue to be of full force and effect for all purposes and circumstances in order to register the transfersas contemplated in this clause 11.3.

11.3.4 Such transfers shall be on the basis, inter alia, that:

11.3.4.1 the Purchaser has purchased the Immovable Properties subject to all conditions of title and servitudes towhich they may be or become subject;

11.3.4.2 the Immovable Properties will further be subject to any conditions of title and servitudes which may beimposed by any Governmental Authority as a condition of its consent to any subdivision or consolidation;and

11.3.4.3 the Seller shall not be responsible for any error in description or deficiency in the extent of the ImmovableProperties nor shall it benefit from any excess in extent.

11.3.5 After the Signature Date, the Seller undertakes to the Purchaser (unless the Purchaser has consented thereto in writing) not to consent to any new conditions of title or servitudes in relation to the Immovable Properties tothe extent that such conditions of title or servitudes have a material adverse effect on the operations of theBusiness.

11.3.6 The Seller shall obtain at its cost (including the costs of any repairs required before such certificate can belawfully issued), the following compliance certificates, to the extent applicable to any Immovable Property:

11.3.6.1 electrical certificates of compliance and test reports required in terms of the Electrical InstallationRegulations 2009 made under the Occupational Health and Safety Act, 85 of 1993 ("OHSA");

11.3.6.2 electric fence system certificates of compliance as required under by Regulations 12(4) and 13(1) of theElectrical Machinery Regulations 2011; and

11.3.6.3 certificates of conformity in respect of any gas installations existing upon the Immovable Property as required by the pressure equipment regulations made under OHSA.

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11.3.7 Clause 11.3.6 shall not apply in regard to land occupied by the Seller (or, for the avoidance of doubt, anyTransferring Employees) under any Transferring Contract referred to in clause 1.1.183.

11.3.8 Subdivision

11.3.8.1 Some of the Immovable Properties are un-subdivided portions of larger properties and require to besubdivided in order to create the relevant Immovable Property sold. To the extent not effected by theDelivery Date, the Seller shall make and continue with the applications to subdivide or consolidate suchImmovable Properties after the Delivery Date with a view to the subdivisions or consolidations beingcompleted as soon as possible after the Delivery Date, and such that the subdivisions or consolidations areeffected, as far as may be reasonably practicable, to give effect to only Non-Retained Land owned by theSeller being included in the Immovable Properties.

11.3.8.2 The costs of subdivision and consolidation (including compliance with any conditions of subdivision orconsolidation, preparation and approval of diagrams, registration of certificates of registered title and allother costs, fees, payments and charges associated with subdivision or consolidation, including the paymentof any endowments, local authority contributions and the like) shall be for the account of the Seller.

11.3.8.3 The Seller and the Purchaser shall co-operate with each other and shall sign all documents which may berequired by any relevant authority from either of them, including documents creating new conditions of titlerequired by such authority in approving any subdivision or consolidation.

11.3.9 Non Mine Area Leased Properties

11.3.9.1 In relation to the Non Mine Area Leased Properties, the Seller will be entitled, prior to the Effective Date, toupdate Annexe Q (i) to include further Non Mine Area Leased Properties occupied by any TransferringEmployees as at the Effective Date; and (ii) to exclude Non Mine Area Leased Properties occupied by anynon-Transferring Employees as at the Effective Date.

11.3.9.2 In relation to master leases concluded between the Seller (as lessee) and lessors:

11.3.9.2.1 if more than 50% of the dwellings leased by the Seller under such master lease are, as at the Effective Date, occupied by Transferring Employees, then the master lease agreement will be a TransferringContract, and the Purchaser will sub-lease to the Seller such dwellings as are (at the Effective Date)occupied by non-Transferring Employees, on terms and conditions which mirror those of the masterlease; and

11.3.9.2.2 if more than 50% of the dwellings leased by the Seller under such master lease are, as at the EffectiveDate, occupied by non-Transferring Employees, then the master lease agreement will be an Excluded Contract, and the Seller will lease to the Purchaser such dwellings as are (at the Effective Date)occupied by Transferring

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Employees, on terms and conditions which mirror those of the master lease.

11.4 Permits and the Main IWUL

11.4.1 In relation to the Permits, the Seller and the Purchaser shall procure that, after the Signature Date, theirrepresentatives (and if appropriate, their representatives on the Technical Committee established under the Use and Access Agreement) co-operate with each other to identify:

11.4.1.1 which of the Permits are Transferable Permits and which of the Permits are Non-Transferable Permits; and

11.4.1.2 whether there are any permits, authorisations, exemptions, permissions, licences and/or entitlements (other than the Mining Right, the Prospecting Right, the Surface Rights Permits and the Main IWUL) issued by anyGovernmental Authority, held by the Seller and used non-exclusively in the conduct of the Business.

11.4.2 In relation to those Transferable Permits where the transfer to the Purchaser (in order to be effective) requires:

11.4.2.1 the consent or permission of any Governmental Authority, the Seller shall, on request from the Purchaserwithin a period of 1 year after the Delivery Date, render reasonable assistance to the Purchaser in applyingfor and obtaining such approvals (provided that the Purchaser, and not the Seller, will be responsible forinitiating and progressing the required steps in order to apply for and obtain such approvals); and

11.4.2.2 the notification to any Governmental Authority, the Seller shall, on request from the Purchaser within a periodof 1 year after the Delivery Date, render reasonable assistance to the Purchaser in making such notification (provided that the Purchaser, and not the Seller, will be responsible for initiating and progressing the requiredsteps in order to make such notification).

11.4.3 In relation to the Non-Transferable Permits and any permits, authorisations, exemptions, permissions, licencesand/or entitlements referred to in clause 11.4.1.2, the Purchaser acknowledges that it shall be required to applyto the relevant Governmental Authorities for the issue or grant of the required (new) Permits and permits,authorisations, exemptions, permissions, licences and/or entitlements referred to in clause 11.4.1.2 in the name of the Purchaser. The Seller will, for a period of 1 year after the Delivery Date, render reasonable assistance tothe Purchaser in making such applications.

11.4.4 In relation to the Main IWUL:

11.4.4.1 the Seller shall, as soon as reasonably possible after the Delivery Date, apply to the relevant GovernmentalAuthorities in terms of section 50(1) of the NWA, for the amendment or substitution of the Main IWUL to reflect:

11.4.4.1.1 the Purchaser as a successor-in-title and new licensee in respect of that part of the Main IWUL thatrelates to the transferred water uses indicated in Annexe U; and

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11.4.4.1.2 the Seller as licensee in respect of that part of the Main IWUL that relates to the retained water usesindicated in Annexe U;

11.4.4.2 if the relevant Governmental Authorities require the written consent of any affected person before amendingor substituting the Main IWUL or a formal application for the amendment or substitution of the Main IWUL interms of section 50(2) of the NWA, then the Parties agree that the Seller will be responsible for initiating andprogressing the required steps related thereto; and

11.4.4.3 in any event, the Purchaser will give reasonable assistance to the Seller in order to achieve the outcome inclause 11.4.4.1 and will, on request by the Seller, notify the relevant Governmental Authority of the partialsuccession in terms of section 51(2)(b) of the NWA.

11.5 Rehabilitation trust and guarantees

11.5.1 Platinum Producers Environmental Trust Fund

11.5.1.1 The Purchaser will procure that, as soon as reasonably practicable following the Signature Date, there isestablished a rehabilitation trust for the purposes contemplated in section 37A(1)(a) of the Income Tax Act,No. 58 of 1962 (the “Purchaser Rehabilitation Vehicle”).

11.5.1.2 As soon as reasonably practicable following the Signature Date the Purchaser shall obtain all relevantapprovals and registrations for the establishment of the Purchaser Rehabilitation Vehicle, including:

11.5.1.2.1 the approval of the Commissioner for the South African Revenue Service;

11.5.1.2.2 the approval of the Minister; and

11.5.1.2.3 the registration of such new rehabilitation trust with the Master of the South African High Court,

and the Seller shall cooperate with the Purchaser to achieve such approvals and registrations.

11.5.1.3 As soon as reasonably possible following the later of:

11.5.1.3.1 the date on which the Master of the High Court issues letters of authority to the trustees of the PurchaserRehabilitation Vehicle; and

11.5.1.3.2 the approval of the Commissioner for the South African Revenue Service and the Minister having beengranted (to the extent such approvals are required); and

11.5.1.3.3 the Delivery Date,

the Seller will procure that the auditors of the Platinum Producers Environmental Trust Fund provide theSeller and the Purchaser with a schedule (the “Rehabilitation Schedule”) detailing the amount standing tothe credit of the Business in the books of account of the Platinum Producers

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Environmental Trust Fund (the “Credited Amount”). The Credited Amount shall include any returns on contributions made by the Seller to the Platinum Producers Environmental Trust Fund and allocated to theoperations of the Business up until the relevant date of transfer of the Credited Amount to the PurchaserRehabilitation Vehicle pursuant to clause 11.5.1.4.

11.5.1.4 As soon as reasonably practicable following receipt of the Rehabilitation Schedule the Seller will procurethat the trustees of the Platinum Producers Environmental Trust Fund transfer the Credited Amount to thePurchaser Rehabilitation Vehicle.

11.5.2 RPM Rustenburg Section Guarantees

11.5.2.1 The Seller will, as soon as possible after the written Section 11 Consent has been obtained, send a writtenrequest to the Minister for, and thereafter procure, the cancellation of all of the RPM Rustenburg SectionGuarantees, to be substituted with the Purchaser DMR Guarantee. Such written request shall be informedby the provisions of section 24P of NEMA dealing with financial provisioning for remediation of environmentaldamage.

11.5.2.2 The Purchaser:

11.5.2.2.1 will, before the Effective Date, upon being required to do so by the Seller in accordance with and asrequired by the process for obtaining the Section 11 Consent, in a form and substance satisfactory tothe Seller, provide the DMR with the Purchaser DMR Guarantee (in terms of regulation 53 of the MPRDA regulations) and/or any other form of financial provisioning permitted in terms of regulation 53 of the MPRDA regulations, required in terms of section 41(1) as read with sections 11(2) and 23 of the MPRDA (or any other relevant provisions of the MPRDA), for the environmental rehabilitation obligationsassumed by the Purchaser in relation to the Business with effect from the Effective Date; and

11.5.2.2.2 hereby irrevocably and unconditionally undertakes to procure the approval of the Minister on the matters as set out in clause 11.5.2.1 (including confirming that the Purchaser has agreed to assume theRehabilitation Liability and Environmental Claims as set out in the EMP).

11.5.3 The Purchaser acknowledges and agrees that the Seller and the trustees of the Platinum ProducersEnvironmental Trust Fund shall have no liability whatsoever as a result of any payments not being properlymade to the Platinum Producers Environmental Trust Fund or in respect of any under-provision of the Purchaser Rehabilitation Vehicle following the transfer of the Credited Amount, and any such under-provision shall be for the account of the Purchaser.

11.5.4 The provisions of clause 11.5.3 shall constitute a stipulation for the benefit of all of the trustees of the Platinum Producers Environmental Trust Fund, and any of such persons may accept such benefits at any time withoutnotice being required to be given to any Party.

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11.6 Conveyancing and registration

11.6.1 Conveyancing and registration relating to registration of the executed Deeds of Cession, and registration oftransfer of the Mining Right and the Prospecting Right to the Purchaser in the MPTRO, will be attended to bythe Transferring Attorneys after the Delivery Date.

11.6.2 The Seller undertakes to instruct the Transferring Attorneys as aforesaid as soon as reasonably possible afterthe Delivery Date.

11.6.3 Each of the Seller and the Purchaser undertakes, on request by the Transferring Attorneys, to sign all such documents, to make available all such title deeds, diagrams and other documents and information, and to takeall such other steps as they may respectively be called upon to do by the Transferring Attorneys and as may bereasonably necessary to give effect to the provisions of this clause 11.6. In particular, the Purchaser agrees to pay to the Transferring Attorneys, prior to registration of cession or transfer of the Mining Right and theProspecting Right, such amounts as may be reasonably requested by the Transferring Attorneys, against receipt of the appropriate invoice, receipt or other documentation evidencing proof of expenditure, fees or costs incurredor to be incurred.

11.7 Transferable SRPs

11.7.1 The Parties shall, forthwith after the Delivery Date, take the necessary steps to register the transfer of theTransferable SRPs from the Seller to the Purchaser in the MPTRO.

11.7.2 The registration and transfer of ownership of the Transferable SRPs shall be effected by the TransferringAttorneys.

11.7.3 The Seller shall use reasonable commercial endeavours to facilitate and expedite the transfer of theTransferable SRPs to the Purchaser.

11.8 Transferring Contracts

11.8.1 Until the Consent Date, the Purchaser will ensure that all Liabilities of the Seller arising under the TransferringContracts taken over by or pursuant to clause 10.3.9 will be performed and completed by the Purchaser fullyand timeously in accordance with the terms and conditions of the relevant Transferring Contract.

11.8.2 The Purchaser will ensure that all Liabilities of AAP arising under the IsaMill Technology Licence Agreementbetween Xstrata Queensland Limited and Anglo American Platinum Corporation Limited (now AAP), dated 9 October 2003 (document 2.5.10.2.3 in the VDR) ("the IsaMill Technology Licence Agreement") will be performed and completed by the Purchaser fully and timeously in accordance with the terms and conditions ofthe IsaMill Technology Licence Agreement.

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11.8.3 In so far as the benefit and/or burden of any Transferring Contract cannot effectively be ceded and/or delegatedto the Purchaser except with the consent to the cession and/or delegation from the other party or parties to suchTransferring Contract:

11.8.3.1 the Seller shall, on the request of the Purchaser within a period of 1 year after the Delivery Date, use itsreasonable commercial endeavours to procure the consent to such cession and/or delegation;

11.8.3.2 until such Transferring Contract is ceded and delegated, as the sole remedy of the Purchaser in respect ofsuch events, as between the Purchaser and the Seller:

11.8.3.2.1 the Purchaser shall, as the Seller's sub-contractor (if sub-contracting is permissible and lawful under the Transferring Contract) or otherwise in the Seller's name (or on its behalf or as its agent), perform all of the obligations of the Seller under the Transferring Contract, provided that until such cession anddelegation, the Seller shall not (to the extent permissible and lawful under the Transferring Contract)restrict the Purchaser from enforcing the Seller's rights under the Transferring Contract (which performance and exercise the Purchaser will undertake at its sole risk and for its sole benefit);

11.8.3.2.2 the Seller irrevocably and in rem suam appoints the Purchaser as its sub-contractor (if such appointment is permissible and lawful under the Transferring Contract) or otherwise appoints the Purchaser to be its lawful attorney and agent, and to do in its name all things reasonably required in order to perform theSeller's obligations, and exercise its rights, under the Transferring Contract, and the Seller undertakes (to the extent permissible and lawful under the Transferring Contract) not to restrict the Purchaser inany way in the Purchaser’s performance of the Seller's obligations and the exercise of the Seller's rightsas the Seller's agent and in the Seller's name; and

11.8.3.2.3 for the avoidance of doubt, with effect from the Effective Date, the indemnity in clause 24.1 applies in relation to all the Seller's Liabilities under the Transferring Contract, notwithstanding the fact that suchAssumed Liabilities may not yet have been delegated to the Purchaser.

11.8.4 In relation to the IsaMill Technology Licence Agreement, Glencore Technology Pty Limited has indicated to theSeller that in order to transfer the isamills which form the subject matter of the IsaMill Technology LicenceAgreement, the Purchaser will need agree to its new Technology Licence Agreement (a copy of which is includedas document 2.5.10.2.4 in the VDR). In so far as the burden of the IsaMill Technology Licence Agreementcannot effectively be delegated to the Purchaser except with the consent to the cession and/or delegation fromthe other party or parties to the IsaMill Technology Licence Agreement, as between the Purchaser and the Seller / AAP:

11.8.4.1 the Purchaser shall, as the Seller's/AAP's sub-contractor (if sub-contracting is permissible and lawful under the the IsaMill Technology Licence Agreement) or otherwise in the Seller's/AAP's name (or on its behalf or as its

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agent), perform all of the obligations of the Seller/AAP under the IsaMill Technology Licence Agreement;

11.8.4.2 the Seller (also on behalf of AAP) irrevocably and in rem suam appoints the Purchaser as its sub-contractor (if such appointment is permissible and lawful under the IsaMill Technology Licence Agreement) or otherwise appoints the Purchaser to be its/AAP's lawful attorney and agent, and to do in its/AAP's name allthings reasonably required in order to perform the Seller's/AAP's obligations, under the IsaMill Technology Licence Agreement; and

11.8.4.3 for the avoidance of doubt, with effect from the Effective Date, the indemnity in clause 24.1 applies in relation to all the Seller's/AAP's Liabilities under the IsaMill Technology Licence Agreement, notwithstanding the fact that such Assumed Liabilities may not yet have been delegated to the Purchaser.

11.8.5 In relation to the Contracts, the Seller and the Purchaser shall procure that, after the Signature Date, theirrepresentatives (and if appropriate, their representatives on the Technical Committee established under the Useand Access Agreement) co-operate with each other to identify which of the Contracts are Transferring Contractsand which of the Contracts are Retained Contracts.

12. Liabilities under the Mining Right EMP relating to the Smelting and Refining Operations

12.1 The Seller has lodged or will, after the Signature Date, lodge an application under section 102 of the MPRDA to exclude, from the ambit of the EMP or EMPs of the Mining Right, the Smelting and Refining Operations (including all environmental Liabilities relating to the Smelting and Refining Operations) (the "s102 Application"). Before the Delivery Date, the Seller will use all reasonable commercial endeavours to procure the grant of the s102 Application. If the s102 Application has not been granted as at the Delivery Date:

12.1.1 the Purchaser hereby appoints the Seller to be its lawful attorney and agent with the power of substitution andwith full power and authority to manage, conduct and transact on its behalf on all matters relating to and for thepurposes of securing the grant of the s102 Application; and

12.1.2 on request from the Seller, the Purchaser will use all reasonable commercial endeavours after the Effective Dateto assist the Seller to procure the grant of the s102 Application.

12.2 Subject to clauses 12.3 and 12.4, from the Effective Date until such time as the DMR has approved the s102Application, the Seller hereby indemnifies and shall keep indemnified the Purchaser and its directors, officers, employees and agents (each, a "Clause 12 Indemnified Party"), in each case on a joint and several basis, against all and any Losses of whatsoever nature and howsoever and wheresoever arising and howsoever incurred and/or suffered (including Liabilities for indirect and consequential damages) by a Clause 12 Indemnified Party (each, a"Claim") arising out of or from, as a result of or in connection with any such environmental Liabilities relating to theSmelting and Refining Operations.

12.3 The indemnity in clause 12.2 will not apply in the event that, prior to the Effective Date, the DMR has approved thes102 Application.

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12.4 The indemnity in clause 12.2 will not apply or will cease to apply in the event that, before or after the Effective Date(as relevant), the DMR approves, in some other manner (including under section 43(2) of the MPRDA), a transfer(or cessation) of the environmental Liabilities relating to the Smelting and Refining Operations, such that they are no longer the Purchaser's after the Effective Date. The Purchaser will, on request from the Seller, give all reasonableassistance to the Seller in effecting such a transfer (or cessation) and obtaining DMR approval therefor.

12.5 Conduct of Seller Indemnity Third Party Claims

If the matter or circumstance that may give rise to a claim against the Seller under clause 12.2 is a result of or in connection with a claim by or Liability to a third party (a “Seller Indemnity Third Party Claim”) then:

12.5.1 no admission of the Seller Indemnity Third Party Claim shall be made by or on behalf of the Purchaser, any ofits directors, officers, employees or agents or any other member of the Purchaser's Group and the SellerIndemnity Third Party Claim shall not be compromised, disposed of or settled without the prior written consentof the Seller;

12.5.2 the Purchaser shall consult with the Seller in relation to the conduct of the Seller Indemnity Third Party Claimand take reasonable account of the views of the Seller before taking any action in relation to the Seller IndemnityThird Party Claim;

12.5.3 the Seller shall be entitled at its own expense and in its absolute discretion, by notice in writing to the Purchaser,to take such action as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise,contest, dispose of or appeal the Seller Indemnity Third Party Claim or Liability (including, without limitation,making counterclaims or other claims against third parties) in the name of and on behalf of the Purchaser or any of its directors, officers, employees or agents and to have the conduct of any related proceedings, negotiationsand appeals;

12.5.4 the Purchaser shall take such action as the Seller may reasonably request to (i) avoid, dispute, deny, defend,resist, appeal, compromise, contest dispose of or appeal the Seller Indemnity Third Party Claim; or (ii) to assistthe Seller taking such action as it deems necessary under clause 12.5.3, provided all reasonable costs thereofshall be borne by the Seller; and

12.5.5 the Purchaser shall give, subject to its being paid all reasonable costs and expenses by the Seller, all suchinformation and assistance including access to premises and personnel and the right to examine and copy or photograph any assets, accounts, documents and records, as the Seller may reasonably request, includinginstructing such professional or legal advisers as the Seller may nominate to act on behalf of the Purchaser, butin accordance with the Seller's instructions.

12.6 The provisions of clause 12.2 shall constitute a stipulation for the benefit of all of the Clause 12 Indemnified Parties (excluding the Purchaser), and any such Clause 12 Indemnified Parties may accept such benefits at any time withoutnotice being required to be given to any Party.

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13. Employees

The Parties agree that the terms and conditions upon which the Transferring Employees shall be transferred to thePurchaser are set out in Annexe E.

14. The Surface Lease

14.1 The Seller will, at its cost, after the Signature Date and until such time as the Surface Lease is concluded, continuenegotiating the terms and conditions of the Surface Lease with the Bafokeng Nation substantially in accordance withthe principles contained in document 2.5.4.2.1.1, read with documents 2.5.4.2.1.2 and 2.5.4.6.6.2, in the VDR(provided that the total lease area covered by the Surface Lease may increase or decrease by up to 7% from thatstipulated in such document) and will:

14.1.1 keep the Purchaser informed of any material developments; and

14.1.2 take into account any reasonable comments of the Purchaser,

in relation to the Surface Lease.

14.2 On and with effect from the later of (i) the Effective Date; and (ii) the date on which the Surface Lease has beenconcluded, the Seller hereby (a) cedes all of its rights, title and interest in and to; and (b) delegates all of itsobligations under, the Surface Lease to the Purchaser, which cession and delegation the Purchaser hereby accepts.

14.3 In relation to the Seller's existing lease of the Bafokeng Land reflected in document 2.5.4.2.1.1, read with document 2.5.4.2.1.2, in the VDR ("the Existing Bafokeng Lease"), if the Surface Lease has not been concluded as at the Effective Date, the Purchaser agrees, at all times after the Effective Date, to reimburse the Seller within 5 BusinessDays of receiving an invoice therefor, for all amounts payable by the Seller under the Existing Bafokeng Lease (including rental amounts, other fixed costs and any variable costs).

15. Conduct of the Business pending the Effective Date

15.1 The Seller undertakes to the Purchaser that it shall ensure that during the period:

15.1.1 from the 1st day of the month immediately following the month in which the Signature Date falls to and endingon the last day of the month immediately preceding the month in which the Effective Date falls (both daysinclusive) ("the BCP Interim Period"), subject to clause 15.3, the Business will, on an aggregated basis measured at the end of the, but over the entire, BCP Interim Period,:

15.1.1.1 production of the total 4E Oz Production (platinum, palladium, rhodium and gold, in any mix) will not be substantially less than as indicated in the Table;

15.1.1.2 milling of the total underground tonnes milled will not be substantially less than as indicated in the Table;

15.1.1.3 spending of the total on-mine cash costs will not be substantially more than as indicated in the Table; and

15.1.1.4 spending of the total capital (including SIB) expenditure will not be substantially less than as indicated in theTable; and

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15.1.2 from the Signature Date to the Effective Date (both days inclusive) ("the Interim Period"), subject to clause 15.3,the Seller shall not do any of the following, in each case save in the ordinary course of the Business as carriedon prior to the Signature Date:

15.1.2.1 acquire or dispose of, or agree to acquire or dispose of, any material asset, or enter into or amend anyagreement or incur any commitment to do so, in each individual case involving consideration, expenditureor liabilities in excess of R20,000,000.00 exclusive of VAT (if applicable), other than where such expenditureor liabilities are, in the reasonable opinion of the Seller, necessary to ensure the continuance of operationsand/or production of the Business or preserve any asset of the Business;

15.1.2.2 create any Encumbrances over the Sale Assets other than rights and retention of title arrangements overany assets (other than the Immovable Properties) arising by operation of law;

15.1.2.3 change the terms of employment of any Senior Employee other than due to the application of relevant law or any applicable collective agreement; or

15.1.2.4 commence, cease or settle any litigation in relation to the Business which is material in the context of theBusiness (and for this purpose, "material" will mean, in instances which can be quantified, R50,000,000.00), other than for the ordinary recovery of trading debts or in respect of Tax.

15.2 The Seller undertakes to the Purchaser that it shall ensure that, as at the Effective Date, the Transferring Employeesinclude a number of bargaining unit employees (Patterson D1 and below) ("BU Employees") and total package employees (Patterson D2 and above) ("TP Employees") is in line with the BU Employees and TP Employeesincluded in the headcount referred to in line item 253 of the "DCF (real)" tab/sheet in the Base Case Plan, and reflected in further detail in the table in paragraph 5.1 of Annexe K, subject to clause 15.3.

15.3 Clauses 15.1 and 15.2 are subject to the following:

15.3.1 in relation to Stores and Consumables, the undertakings in clause 15.1 shall mean that the Seller shall use its reasonable commercial endeavours to maintain levels of Stores and Consumables commensurate with thosedisclosed to the Purchaser in the VDR, subject to such changes or movements as required or as occur in theordinary course of business of the Business;

15.3.2 in relation to the Surface Lease, clause 14 shall apply;

15.3.3 the undertakings in clauses 15.1 and 15.2 shall not apply:

15.3.3.1 to the extent that the Seller has obtained the prior written consent of the Purchaser (which consent shall notbe unreasonably withheld and/or delayed) to act contrary to such undertaking;

15.3.3.2 in the event that any statutory or Governmental Authority requirements require the Seller to act contrary to such undertaking; and/or

15.3.3.3 where and for so long as any circumstance occurs that is not within the reasonable control of the Seller,including (i) acts of God, floods, droughts,

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earthquakes, seismic movements or other natural disasters; (ii) epidemics or pandemics; (iii) terrorist attacks, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition ofsanctions, embargoes, or breaking off of diplomatic relations; (iv) nuclear, chemical or biologicalcontamination or sonic boom; (v) any law or any action taken by a Governmental Authority, includingimposing an export or import restriction, quota or prohibition; (vi) collapse of buildings, fires, explosions or accidents; (vii) any labour or trade disputes, strikes, industrial action or lockouts; and (viii) failure or interruption of any utility services;

15.3.3.4

the undertakings in clause 15.1.1.3 shall not apply in instances where (and the extent to which) a prudent operator would also have overspent operational expenditure in order to (i) rectify a material adverse effecton the Business and/or prevent a material adverse effect on the Business from arising; and (ii) preserve anyof the material Sale Assets; and

15.3.4 the undertakings in clauses 15.1 and 15.2 will not prohibit the Seller (but without any acknowledgement on thepart of the Seller that they would otherwise do so) from:

15.3.4.1 conducting any urgent proceedings, the non-conduct of which could prejudice the Business and/or otherbusiness operations of the Seller;

15.3.4.2 engaging in discussions or more formal proceedings with the Minister, the DMR and other GovernmentalAuthorities, the non-conduct of which could prejudice the Business and/or other business operations of theSeller and/or the Sale Transaction;

15.3.4.3 conducting any proceedings relating to a dispute with any Governmental Authority; or

15.3.4.4 making or agreeing to any amendment, variation, deletion, addition, renewal or extension to or of,terminating or giving any notice or intimation of termination of any Transferring Contract which is not a Material Contract (or, for the avoidance of doubt, to the terms of any Retained Contract), and

the Seller undertakes to inform the Purchaser in writing within a reasonable time of any of the above occurring.

15.4 At any time during the Interim Period, the Seller will be free to approach the Purchaser to discuss making amendments to:

15.4.1 the Base Case Plan; and

15.4.2 the Table,

and the Purchaser undertakes to consider all such proposed amendments with due care, taking into account allprevailing market, operational and other relevant circumstances.

15.5 After the Condition Precedent in clause 3.1.4 has been fulfilled, the Seller will, in order for the Purchaser to preparefor carrying on the Business following Closing and upon the reasonable request of the Purchaser:

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15.5.1 provide the Purchaser with copies of the monthly performance reviews of the Business;

15.5.2 allow the Purchaser to meet with (i) the AAP Executive Head of Joint Ventures, Mining and Technology and (ii)the Senior General Manager of the Business to discuss such monthly performance reviews (at which advisorsof the Seller may be present);

15.5.3 will provide the Purchaser with the Business budgets and project plans and updates thereto; and

15.5.4 will give due consideration to any reasonable proposed actions suggested by the Purchaser for the conduct ofthe Business in compliance with clause 15.1.1.

15.6 Any breach by the Seller of any of the provisions of this clause 15 (excluding clause 15.2) shall give rise to a claimby the Purchaser for specific performance and/or damages only, and shall not give rise to (i) any entitlement on thepart of the Purchaser (save should the quantum of any resulting claim exceed R4,500,000,000.00) or SGL to cancel,rescind or terminate this Agreement; or (ii) any other claim by SGL, any and all such claims being waived. (Thisclause 15.6 does not in any way limit or derogate from the provisions of clause 35.2.2.)

15.7 Any non-compliance by the Seller with the provisions of clause 15.2 shall give rise to a reduction of the Purchase Price, calculated as set out in paragraph 5 of Annexe K, and shall not give rise to (i) any entitlement on the part ofthe Purchaser (save should the quantum of any resulting claim exceed R4,500,000,000.00) or SGL to cancel, rescindor terminate this Agreement; or (ii) any other claim by the Purchaser or SGL, any and all such claims being waived. (This clause 15.7 does not in any way limit or derogate from the provisions of clause 35.2.2.)

15.8 The Seller will be entitled, within 90 days after the the Bankable Feasibility Study (to be concluded shortly after theSignature Date) on the UG2 projects at Khuseleka, Thembelani and Siphumelele shafts has been completed byDRA, to amend:

15.8.1 the Base Case Plan; and

15.8.2 the Table,

such that they align with (and with the outcomes and findings of) such Bankable Feasibility Study, provided that, viewed in aggregate, the net present value (“NPV”) of the Base Case Plan, as amended in line with this clause 15.8, will not be more than 5% lower than the NPV of the Base Case Plan prior to such amendment. For the purposes ofcalculating these NPVs, consistent assumptions shall be adopted for the following: (i) discount rate; (ii) metal prices;(iii) foreign exchange rates; (iv) CPI (as defined in Annexe X) (or other price indices used as a basis to calculatecost escalations or de-escalations); (v) royalties (both governmental and contractual); (vi) taxes and levies; and (v)any other general economic assumptions which may vary from time to time and or which are not within the controlof the Seller. The Seller will notify the Purchaser of such amendments in writing, within 30 days of the amendmentsbeing finalised.

16. Prospecting Right Applications

16.1 The Seller shall, after the Effective Date, and within a reasonable time after being requested to do so by thePurchaser after each Prospecting Right Application has been

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granted (and if it is granted), use reasonable endeavours to procure the transfer of the granted prospecting right (together, "the New Prospecting Rights"), together with all environmental liabilities and responsibilities relatingthereto, to the Purchaser as soon as reasonably practicable after such grant (subject to obtaining any approvals required for the transfer, including in terms of section 11 of the MPRDA).

16.2 The Seller and the Purchaser shall consult in good faith as to the preparation and lodgement of any application forapproval required under clause 16.1. With respect to an application to the Minister, the application shall be made bythe Seller and the Purchaser shall co-ordinate the preparation and filing of the application and bear the relevant filingfee. The:

16.2.1 Seller will comply with all reasonable requests by the Purchaser to sign all such documents and to do all suchthings as may be necessary from time to time to facilitate the compilation and lodgement of the application; and

16.2.2 Purchaser will comply with all reasonable requests by the Seller and sign all such documents and to do all such things as may be necessary to effect the transfer of the environmental liabilities and responsibilities envisagedunder clause 16.1 (including the transfer of any relevant rehabilitation provisioning and guarantees given to the DMR, on the same basis as that envisaged in clause 11.5, mutatis mutandis).

16.3 For the avoidance of doubt, there will be no (upwards or downwards) adjustment to the Purchase Price in the eventthat (i) the Prospecting Right Applications are not granted; or (ii) the New Prospecting Rights are or are notsuccessfully transferred to the Purchaser, as envisaged in clause 16.1.

17. Publication in terms of the Insolvency Act

17.1 The sale of the Business will not be published in terms of section 34(1) of the Insolvency Act.

17.2 The Seller hereby indemnifies and shall keep indemnified the Purchaser against any loss or damage which the Purchaser may suffer as a result of notice of the Sale Transaction not being published in terms of the InsolvencyAct.

17.3 The Purchaser shall be obliged to reasonably resist any proceedings to attach or to take possession of any of theSale Assets by any persons against whom the Sale Transaction is void or alleged to be void in terms of theInsolvency Act as a consequence of notice of any the Sale Transaction not being published as aforesaid. ThePurchaser shall also be obliged to give written notice to the Seller as soon as reasonably possible after it becomesaware of any such proceedings.

17.4 Should the Purchaser give notice to the Seller in terms of clause 17.3, and should the Seller fail within 30 days of receipt of such notice to procure that the Sale Assets concerned are released from attachment or are returned tothe Purchaser, as the case may be, then the Purchaser shall be entitled to settle the liability and recover the amountthereof, together with all costs and expenses incurred by the Purchaser in relation thereto, from the Seller. The Seller shall repay such liability, costs and expenses to the Purchaser within 5 Business Days of being notified inwriting to do so.

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18. Warranties given by the Seller

18.1 The Seller gives the Purchaser the warranties contained in Annexe M ("the Seller's Warranties").

18.2 The only Seller's Warranties given in respect of (i) land and buildings are those contained in paragraph 3.1 of Part A of Annexe M and each of the other Seller’s Warranties shall be deemed not to be given in respect thereof; (ii) theSale Assets identified therein are those contained in paragraph 3.2 of Part A of Annexe M and each of the other Seller’s Warranties shall be deemed not to be given in respect thereof; (iii) the Mining Right and the ProspectingRight are those contained in paragraph 10 of Part A of Annexe M and each of the other Seller’s Warranties shall be deemed not to be given in respect thereof; (iv) employees and employee benefits are those contained in paragraph 5 of Part A of Annexe M and each of the other Seller’s Warranties shall be deemed not to be given in respect thereof; (v) Environment (including Environmental Laws and Health and Safety Laws) are those contained in paragraph 8 of Part A of Annexe M and each of the other Seller’s Warranties shall be deemed not to be given in respect thereof; and (vi) without prejudice to clause 18.2(v), in respect of compliance with laws are those contained in paragraph 7 of Part A of Annexe M and each of the other Seller’s Warranties shall be deemed not to be given in respect thereof.

18.3 Any Seller's Warranty qualified by the expression “as far as the Seller is aware” or any similar expression shall,unless otherwise stated, be deemed to refer to the actual knowledge of the persons whose names are set out inAnnexe M1 and such persons shall have no obligation to make any further enquiries into the accuracy of any Seller's Warranty.

18.4 Subject to clause 18.5, the Seller's Warranties:

18.4.1 in Part B of Annexe M are given as at the Signature Date and on an ongoing basis thereafter until all of theSeller's obligations under this Agreement have been fully discharged;

18.4.2 in Part A of Annexe M are given as at the Signature Date and as at the Effective Date; and

18.4.3 in paragraphs 3.1.1 and 3.1.2 are also given as at the date on which transfer of ownership of each ImmovableProperty to the Purchaser is effected by registration of transfer thereof to the Purchaser in the appropriate DeedsRegistry Office,

unless a specific date/s is/are mentioned in any of the Seller's Warranties, in which case the specified date/s willapply.

18.5 The Seller's Warranties are subject to and limited and qualified by each and all of the Disclosed Matters (andaccordingly, no claim whatsoever will lie against the Seller in respect of any Disclosed Matter).

18.6 The Purchaser acknowledges and agrees that:

18.6.1 the Seller gives or makes no representations and, except as expressly provided under the Seller's Warranties,the Seller gives or makes no warranty as to the accuracy of any statements of fact, forecasts, estimates,projections, statements of intent or statements of opinion in any of the Disclosed Matters; and

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18.6.2 save for the Seller's Warranties, the Seller gives the Purchaser no warranties of any nature whatsoever, whetherexpress, implied or tacit in relation to the Sale Assets and/or the Business sold to the Purchaser pursuant to thisAgreement, which Sale Assets are and the Business is sold voetstoots ("as is, where is"), and the Purchaser acknowledges and agrees that it relies entirely on its own judgment in purchasing the Sale Assets and assumingthe Assumed Liabilities.

18.7 SGL acknowledges and agrees that the Seller gives or makes no representations to, and gives, SGL no warranties of any nature whatsoever, whether express, implied or tacit in relation to any matter whatsoever.

18.8 Without derogating from the generality of the provisions of clauses 18.6 or 18.7, the Seller makes no representations and warranties in relation to:

18.8.1 the Tax consequences for the Purchaser of any of the transactions referred to in this Agreement and accordinglythe Seller shall not be liable for any adverse Tax consequences suffered by the Purchaser in relation to theimplementation of the Sale Transaction; and

18.8.2 the value, content or grade of any resources or reserves at the Rustenburg Section.

19. Warranties given by the Purchaser and SGL

19.1 Each of the Purchaser and SGL warrants to the Seller (such that any liability arising from a breach thereof will be joint and several), as at the Signature Date and on an ongoing basis thereafter until all of each of their obligationsunder this Agreement have been fully discharged, that:

19.1.1 each of them is able to pay its debts as they fall due;

19.1.2 there are no proceedings in relation to any compromise or arrangement with creditors or any winding up,bankruptcy, business rescue or other insolvency proceedings concerning either of them;

19.1.3 so far as each of them is aware, no steps have been taken to enforce any security over any of their assets andno event has occurred to give the right to enforce such security;

19.1.4 each of them is validly existing and a company duly incorporated under the laws of South Africa;

19.1.5 each of them has the necessary legal capacity and powers to enter into and perform its obligations under thisAgreement and any other documents to be executed by it pursuant to or in connection with this Agreement andhas taken all necessary corporate and/or internal action to authorise the execution and performance of thisAgreement and such documents;

19.1.6 the documents referred to in clause 19.1.5 will, when executed, constitute valid and binding obligations of eachof them, in accordance with their respective terms;

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19.1.7 the execution of this Agreement and performance by each of them of their obligations hereunder does not:

19.1.7.1 contravene any law or regulation to which either of them is subject, from time to time; or

19.1.7.2 contravene any rule or requirement of the JSE, the New York Stock Exchange or the rules of any other stockexchange to which it may be subject, from time to time;

19.1.7.3 contravene any provision of either of their memorandums of incorporation, from time to time; or

19.1.7.4 conflict with, or result in a breach of any of the terms of, or constitute a default or termination event (in eachcase, howsoever described) under any agreement or other instrument to which either of them is a party orsubject or by which either of them or any of their assets are bound, from time to time; and

19.1.8 the provisions of this Agreement are legally binding on each of them and the execution and performance of allrights and obligations imposed on each of them pursuant to this Agreement constitute legal, valid, binding and enforceable rights and obligations of each of them.

19.2 Each warranty in this clause 19 shall be a separate warranty and in no way limited or restricted by any reference toor inference from the terms of any other warranty or by any other provision in this Agreement.

20. Further warranties

20.1 Each of the Purchaser and SGL warrants and represents to the Seller (such that any Liability arising from a breachthereof will be joint and several), as at the Signature Date, the Effective Date and on each day on which anyConsideration Shares are allotted and issued to the Seller, that:

20.1.1 all of the shares in the capital of SGL are of one class;

20.1.2 SGL is not obliged (whether actually or prospectively, and whether conditionally or unconditionally) nor have any resolutions been passed to alter any of the rights attaching to any of the shares in the capital of SGL or toalter any of its memorandum of incorporation or to create or issue any debentures or other securities (as defined in the Companies Act);

20.1.3 SGL has no present obligation (whether actual or prospective, and whether conditional or unconditional) topurchase or repurchase or cancel SGL Shares;

20.1.4 no person has any right (in each case whether actual or prospective, and whether conditional or unconditional)to participate in the profits (or portion of the profits) or to be paid any sum of money (or its equivalent) based onthe earnings or profits (or portion thereof) of SGL other than SGL's shareholders pursuant to the SGL Shares;

20.1.5 no person has any right (in each case whether actual or prospective, and whether conditional or unconditional)to participate in the profits (or portion of the profits) or

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to be paid any sum of money (or its equivalent) based on the earnings or profits (or portion thereof) of thePurchaser other than (i) the Purchaser's shareholders pursuant to the ordinary shares in the issued share capitalof the Purchaser; and (ii) the Seller, pursuant to this Agreement;

20.1.6 neither SGL nor the Purchaser will knowingly do or omit to do anything, and each will take such steps as maybe commercially reasonably available to it to procure that no act or omission occurs, which will prejudice theSeller as a holder or future holder of Consideration Shares and which act or omission does not have an equalimpact on all other shareholders in SGL proportionate to their shareholdings;

20.1.7 the Consideration Shares shall, upon issue, rank pari passu in every respect with all of the other SGL Shares;

20.1.8 the Consideration Shares shall, upon issue, be duly admitted for listing and trading on the main board operatedby the JSE;

20.1.9 the Consideration Shares shall, upon issue, have been duly and validly authorised by SGL and validly allotted and issued and will be fully paid and will not be subject to further calls or contributions on the liquidation of SGLor otherwise;

20.1.10 SGL is entitled to validly and effectively allot and issue the Consideration Shares to the Seller and, upon such issue, the Seller shall be the sole registered and beneficial holder of the Consideration Shares to the exclusionof all others, free from all Encumbrances;

20.1.11 no right or option or right of first refusal to acquire any of the Consideration Shares has been granted or promisedto any person;

20.1.12 each of SGL and the Purchaser have the necessary power and authority to deliver the Consideration Shares tothe Seller in the manner contemplated by this Agreement; and

20.1.13 the Consideration Shares have not been and will not be registered under the Securities Act and may not beoffered or sold in the United States unless registered under the Securities Act or in a transaction exempt fromregistration thereunder.

20.2 Insofar as the warranties in this clause 20 are promissory or relate to a future event, they shall be deemed to havebeen given as at the date of fulfilment of the promise or the happening of the event, as the case may be.

20.3 Each warranty in this clause 20 shall be a separate warranty and in no way limited or restricted by any reference toor inference from the terms of any other warranty or by any other provision in this Agreement.

21. Limitation of liability

21.1 The Seller shall not be liable to the Purchaser in respect of any breach or breaches of any of the Seller's Warrantiesin Annexe M unless:

21.1.1 a written claim (setting out in detail the particular Seller's Warranty breached and full information in relation tothe legal and factual basis of the claim and the quantum of losses or other liabilities or potential liabilities which are, or are to be,

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the subject of the claim (including any losses or other liabilities or potential liabilities (including in relation to Taxation) which are contingent on the occurrence of any future event) is made to the Seller on or before theexpiry of:

21.1.1.1 in the case of a Seller's Warranty contained in paragraph 8 of Part A of Annexe M, 24 months from theEffective Date; and

21.1.1.2 in the case of any other Seller's Warranty (not being a Seller's Warranty contained in paragraph 8 of Part Aof Annexe M), 18 months from the Effective Date;

21.1.2 in respect of any individual claim (or a series of claims arising from substantially identical facts or circumstances)where the liability (disregarding the provisions of this clause 21.1.2) in respect of any such claim or series of claims exceeds [***], in which case the Purchaser shall be entitled to claim the full amount, provided that thisclause 21.1.2 shall not apply to any claim in respect of a breach of a Seller's Warranty contained in paragraphs3.1.1, 3.1.2, 3.2.1.1, 3.2.2, 10.1, 10.2, 10.3, 10.6, 10.7 and 10.8 of Part A of Annexe M; and

21.1.3 the quantum of the damages for which the Seller would otherwise be liable (disregarding the provisions of thisclause 21.1.3) for a breach or a number of breaches of the Seller's Warranties, other than any such claim as is referred to in the proviso to clause 21.1.2, in aggregate is more than [***].

21.2 Notwithstanding anything to the contrary in this Agreement, the aggregate liability of the Seller under this Agreement(excluding only clause 12.2):

21.2.1 to the Purchaser in respect of a breach of the Seller's Warranties in paragraphs 3.1.1, 3.1.2, 3.2.1.1, 3.2.2, 10.1,10.2, 10.3, 10.4, 10.6, 10.7 and 10.8 of Part A of Annexe M ("the Business Title Warranties") shall be limited to an amount not exceeding R4,500,000,000.00 less an amount equal to the aggregate payments made (orwhich will, subject to clause 21.3, be made) by the Seller to the Purchaser under paragraphs 4 and 5 of Annexe K (together, "the Annexe K Reduction Payments"). In this regard (but subject to clause 21.3), if any payment related to the matters specified in this clause 21.2.1 is required to be made by the Seller to the Purchaser before any of the Annexe K Reduction Payments have been made, the Seller shall pay the full amountdue assuming only the limit of R4,500,000,000.00 less the Annexe K Reduction Payments made by the Sellerto date, and thereafter the Seller will be entitled to set-off from any Annexe K Reduction Payments due by it tothe Purchaser, any overpayment made, in view of the fact that the amount of the aggregate Annexe K ReductionPayments was not known at that stage and the full extent of the limit in this clause 21.2.1 could not be calculated;and

21.2.2 to the Purchaser and SGL in respect of all claims under this Agreement excluding only the Business Title Warranties and claims under clause 12.2 shall be limited to an amount not exceeding [***] of R4,500,000,000.00 [***] less an amount equal to the aggregate Annexe K Reduction Payments. In this regard (but subject to clause 21.3), if any payment related to the matters specified in this clause 21.2.2 is required to be made by the Seller to the Purchaser before any of the Annexe K Reduction Payments have been made, the Seller shall paythe full amount due assuming only the limit of [***] less the Annexe K Reduction Payments made by the Sellerto date, and thereafter the Seller will be entitled to set-off from any Annexe K Reduction Payments due by it tothe Purchaser, any overpayment made, in view of the fact that the amount of the

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aggregate Annexe K Reduction Payments were not known at that stage and the full extent of the limit in thisclause 21.2.2 could not be calculated.

21.3 No Liability of the Seller (and no amount in respect of any such Liability) under this Agreement (excluding only clause 12.2) will be due or payable by the Seller until the 10th Business Day after an amount equal to the amount of any such Liability (or part thereof) has been discharged and received by the Seller under the Purchase Price, inaccordance with the provisions of Annexe J and/or Annexe K (including, for the avoidance of doubt, as such Purchase Price is discharged under paragraph 2.5 of Annexe J and paragraphs 3.4 and 3.8 of Annexe K, as the case may be).

21.4 The Seller shall not be Liable under this Agreement (including without limitation in respect of a breach of a Seller’sWarranty):

21.4.1 in respect of any claim to the extent that the claim has been included or taken into account in the calculationand the determination of the Purchase Price, and has accordingly resulted in a downwards adjustment of anypart of the Purchase Price pursuant to clause 8, Annexe J and/or Annexe K;

21.4.2 in respect of any Liability which is contingent unless and until such contingent liability becomes an actual liabilityand is due;

21.4.3 in respect of any indirect or consequential Losses;

21.4.4 in respect of any claim if and to the extent that allowance, provision or reserve is made in the Special PurposeAccounts for the matter giving rise to the claim;

21.4.5 in respect of any matter, act, omission or circumstance (or any combination thereof), including the aggravationof a matter or circumstance or any Losses arising therefrom, to the extent that it is a result of:

21.4.5.1 any matter or thing done or omitted to be done pursuant to and in compliance with this Agreement orotherwise at the request in writing or with the approval in writing of the Purchaser and/or SGL (including, for the avoidance of doubt, any action not taken by the Seller as a result of the Purchaser not approving anyaction which the Seller proposes to take under clause 15.1);

21.4.5.2 any act, omission or transaction of the Purchaser or any member of the Purchaser's Group, or theirrespective directors, officers, employees or agents or successors in title, after the Effective Date;

21.4.5.3 the passing of, or any change in, after the Signature Date, any law including any increase in the rates of Taxation or any imposition of Taxation or any withdrawal of relief from Taxation not actually (or prospectively)in effect at the Signature Date; or

21.4.5.4 any change in accounting or Taxation policy, bases or practice of the Purchaser introduced or having effectafter the Signature Date;

21.4.6 in respect of any claim to the extent that the Losses in respect of which such claim is made are indemnified bya policy of insurance.

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21.5 If and to the extent that:

21.5.1 the amount of any allowance, provision or reserve (including any allowance, provision or reserve taken intoaccount in calculating the net value of an asset) made in the Special Purpose Accounts or otherwise taken intoaccount or reflected therein (and not released prior to Closing) is found to be in excess of, or unnecessary inrespect of, the matter for which such allowance, provision or reserve was made or is established to have beenexcessive or unnecessary;

21.5.2 any sum is received by the Purchaser in respect of any asset which has previously been written off asirrecoverable in the Special Purpose Accounts; or

21.5.3 the value of any asset in the Special Purpose Accounts is understated or any liability in the Special PurposeAccounts is overstated,

the amount of such excess, unnecessary allowance, provision or reserve, receipt, understatement or overstatementshall be credited against and applied in reducing the amount due and payable by the Seller to the Purchaser inrespect of (and relieving the Seller from) any Liability it would otherwise incur in respect of any claim under thisAgreement (including without limitation in respect of a breach of any Seller’s Warranty).

21.6 The Purchaser shall procure that all reasonable steps are taken and all reasonable assistance is given by the Purchaser and all members of the Purchaser's Group to avoid or mitigate any Losses which in the absence ofmitigation might give rise to a Liability in respect of any claim under this Agreement.

21.7 The Seller shall not be Liable under this Agreement unless and until the Liability in respect of which the claim ismade has become due.

21.8 If, before the Seller pays an amount in discharge of any claim under this Agreement, the Purchaser recovers(whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies orcompensates the Purchaser (in whole or in part) in respect of the Loss or Liability which is the subject matter of theclaim, the actual recovery (less any reasonable costs incurred in obtaining such recovery) shall reduce or satisfy, asthe case may be, such claim to the extent of such recovery.

21.9 If the Seller has paid an amount in discharge of any claim under this Agreement and the Purchaser is or becomesentitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sumwhich indemnifies or compensates the Purchaser (in whole or in part) in respect of the Loss or Liability which is thesubject matter of the claim, the Seller shall be subrogated to all rights that the Purchaser has or would otherwisehave in respect of the claim against the third party or, if subrogation is not possible, the Purchaser shall procure thatall steps are taken as the Seller may reasonably require to (or to enable the Seller to) enforce such recovery (theSeller being responsible for all reasonable costs in this regard) and shall pay to the Seller as soon as practicableafter receipt an amount equal to (i) any sum recovered from the third party less any costs and expenses incurred in obtaining such recovery or if less (ii) the amount previously paid by the Seller to the Purchaser less any Taxationattributable to it.

21.10 The Purchaser and SGL shall not be entitled to recover from the Seller under this Agreement more than once in respect of the same Losses suffered.

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21.11 Any claim notified pursuant to clause 21.1.1 shall (if it has not been previously satisfied, settled or withdrawn) bedeemed to be irrevocably withdrawn 9 months after the notice is given pursuant to clause 21.1.1 or, in the case of:

21.11.1 any contingent liability, 9 months after such contingent liability becomes an actual liability and is due; or

21.11.2 any claim where, in terms of clause 21.8, the Purchaser is required to pursue a claim against a third party, onthe earlier of (i) 30 days after such claim has been finalised (including any appeal of such claim, or any right ofappeal in respect of such claim has lapsed); and (ii) the date on which the Purchaser ceases to actively pursue the claim against the relevant third party without any unreasonable or unnecessary delay,

unless, in any such case, arbitration proceedings in respect of it (i) have been commenced in accordance withclause 36; and (ii) are being and continue to be pursued with reasonable diligence.

21.12 None of the limitations contained in this clause 21 shall apply to any claim which arises or is increased, or to theextent to which it arises or is increased, as the consequence of, or which is delayed as a result of, a fraud of the Seller or any of its directors, officers or employees.

22. Claims

22.1 Notification of potential claims

If the Purchaser becomes aware of any fact, matter or circumstance that may give rise to a claim under this Agreement, the Purchaser shall as soon as reasonably practicable, but in any event no later than 10 Business Daysafter becoming aware of the same, give a notice in writing to the Seller setting out such information as is availableto the Purchaser so as to enable the Seller to take such action as it may consider necessary in relation to such fact,matter or circumstance.

22.2 Investigation by the Seller

In connection with any matter or circumstance that may give rise to a claim against the Seller under this Agreement:

22.2.1 the Purchaser shall allow the Seller and its financial, accounting or legal advisers to investigate the matter orcircumstance alleged to give rise to a claim and whether and to what extent any amount is payable in respect of such claim;

22.2.2 the Purchaser shall disclose to the Seller all material of which the Purchaser is aware which relates to the claimand shall procure that any other relevant members of the Purchaser's Group shall give, subject to their beingpaid all reasonable costs and expenses by the Seller, all such information and assistance, including access topremises and personnel and the right to examine and copy or photograph any assets, accounts, documents andrecords, as the Seller or its financial, accounting or legal advisers may reasonably request, subject to the Selleragreeing in such form as the Purchaser may reasonably require, to use it only for the purpose of investigatingand defending the claim in question but otherwise to keep all such information confidential; and

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22.2.3 without limiting clause 35, the Purchaser shall allow the Seller to remedy or rectify the matter or circumstancealleged to give rise to such claim, to the extent possible, within 20 Business Days of receipt of either a potential claim notice given pursuant to clause 22.1 or a notice of claim given pursuant to clause 21.1.1.

22.3 Conduct of Third Party Claims

If the matter or circumstance that may give rise to a claim against the Seller under this Agreement is a result of or in connection with a claim by or liability to a third party (a “Third Party Claim”) then:

22.3.1 no admission of the Third Party Claim shall be made by or on behalf of the Purchaser or any other member ofthe Purchaser's Group and the Third Party Claim shall not be compromised, disposed of or settled without theprior written consent of the Seller;

22.3.2 the Purchaser shall consult with the Seller in relation to the conduct of the Third Party Claim and take reasonableaccount of the views of the Seller before taking any action in relation to the Third Party Claim;

22.3.3 the Seller shall be entitled at its own expense and in its absolute discretion, by notice in writing to the Purchaser,to take such action as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise,contest, dispose of or appeal the Third Party Claim or liability (including, without limitation, making counterclaimsor other claims against third parties) in the name of and on behalf of the Purchaser or other member of thePurchaser's Group concerned and to have the conduct of any related proceedings, negotiations and appeals;

22.3.4 the Purchaser shall, and the Purchaser shall procure that any other members of the Purchaser's Group shall,take such action as the Seller may reasonably request to (i) avoid, dispute, deny, defend, resist, appeal,compromise, contest dispose of or appeal the Third Party Claim, or (ii) to assist the Seller taking such action asit deems necessary under clause 22.3.3, provided all reasonable costs thereof shall be borne by the Seller; and

22.3.5 the Purchaser shall give, and the Purchaser shall procure that any other member of the Purchaser's Group shallgive, subject to their being paid all reasonable costs and expenses by the Seller, all such information and assistance including access to premises and personnel and the right to examine and copy or photograph anyassets, accounts, documents and records, as the Seller may reasonably request, including instructing such professional or legal advisers as the Seller may nominate to act on behalf of the Purchaser or other member ofthe Purchaser's Group concerned, but in accordance with the Seller’s instructions.

23. Value-added tax

23.1 The Seller warrants to the Purchaser that it is and will at all relevant times be a vendor, as that term is defined insection 1 of the VAT Act, and that it is and will at all relevant times be registered as such in terms of section 23 ofthe VAT Act.

23.2 The Purchaser warrants to the Seller that it is and will at all relevant times be a vendor, as that term is defined insection 1 of the VAT Act, and that it is and will at all relevant times be registered as such in terms of section 23 ofthe VAT Act.

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23.3 It is recorded without liability to any Party that:

23.3.1 the Seller and the Purchaser intend (insofar as applicable law permits) that the Business will be transferred tothe Purchaser on the Effective Date as a going concern and as an income-earning enterprise and activity for the benefit of and at the risk of the Purchaser with effect from the Effective Date;

23.3.2 the Seller and the Purchaser intend that the Business will continue to be conducted as an income earningenterprise and activity for the benefit of and at the risk of the Purchaser from and after the Effective Date, andwill continue to be conducted as such on the Effective Date;

23.3.3 the Seller and Purchaser believe that the Business comprises all things necessary to its continued operation,but as a separate enterprise, as contemplated to the VAT Act;

23.3.4 accordingly, the Business will continue to be conducted by the Purchaser as a going concern and will be incomeearning activity on the Signature Date and on the Effective Date; and

23.3.5 that, in the Parties' opinion, the Business constitutes an enterprise as that term is defined in section 1 of the VAT Act and that the sale of the Business as contemplated herein is the supply of an enterprise as a going concernand shall be chargeable with VAT at the rate of 0% in terms of section 11(1)(e) of the VAT Act.

23.4 In the event that VAT is payable or chargeable at a rate greater than 0% in respect of the Gross Consideration, orany part thereof, the Purchaser shall be liable therefor, and for any interest or penalty levied in connection therewith,and shall promptly on due date discharge such VAT liability against provision by the Seller to the Purchaser of arevised tax invoice reflecting the VAT, interest or penalty liability and against proof of that the relevant VAT, interestor penalty has been levied by the South African Revenue Service.

24. Indemnity

24.1 Without derogating from the generality of any other provision of this Agreement, the Purchaser shall, with effect fromthe Effective Date, be (i) responsible for all Environmental Matters and Health and Safety Matters in respect of theBusiness; and (ii) be Liable in respect of all Environmental Claims and Health and Safety Claims, notwithstandingthat the obligation in respect thereof may have arisen prior to the Signature Date and/or the Effective Date (includingas set out in the EMPs).

24.2 The Purchaser hereby indemnifies and shall keep indemnified, after the Effective Date, the Seller, all members ofthe Seller's Group and each of their directors, officers, employees and agents (each, an "Indemnified Party"), in each case on a joint and several basis, against all and any Losses of whatsoever nature and howsoever andwheresoever arising and howsoever incurred and/or suffered (including liabilities for indirect and consequentialdamages) by an Indemnified Party (each, a "Claim") arising out of or from, as a result of or in connection with:

24.2.1 any Assumed Liability (whether or not such Assumed Liability is owed directly by the Indemnified Person);

24.2.2 the conduct of the Business by the Purchaser, including any such Liability which becomes a Liability of the Sellerby virtue of any applicable law;

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24.2.3 without derogating from the generality of clauses 24.2.1 and 24.2.2 (i) any breach by the Purchaser of itsobligations in terms of clauses 11.5 and 24.1, including in respect of the Rehabilitation Costs; (ii) any claim fromany third party for the performance or non-performance or improper performance by the Purchaser of anyobligation which the Purchaser is obliged to perform in relation to each Rehabilitation Liability as and when suchobligation becomes due; (iii) any Environmental Claims and any Health and Safety Claims, in each case whether the cause of action for such claim arose before or arises on or after the Effective Date;

24.2.4 any breach of any of the representations and warranties given to the Seller in clause 20; and/or

24.2.5 without derogating from the generality of clause 24.2.1, any requirement by the Bafokeng Nation that the Sellerremains obliged, after the Effective Date, to the Bafokeng Nation in respect of any Assumed Liability (includingunder the Bafokeng Royalty Agreement, the Bafokeng Settlement Agreement and/or the Surface Lease).

24.3 Conduct of Indemnity Third Party Claims

If the matter or circumstance that may give rise to a claim against the Purchaser under this clause 24.3 is a result of or in connection with a claim by or liability to a third party (an “Indemnity Third Party Claim”) then:

24.3.1 no admission of the Indemnity Third Party Claim shall be made by or on behalf of the Seller or any other memberof the Seller's Group and the Indemnity Third Party Claim shall not be compromised, disposed of or settled without the prior written consent of the Purchaser;

24.3.2 the Seller shall consult with the Purchaser in relation to the conduct of the Indemnity Third Party Claim and takereasonable account of the views of the Purchaser before taking any action in relation to the Indemnity ThirdParty Claim;

24.3.3 the Purchaser shall be entitled at its own expense and in its absolute discretion, by notice in writing to the Seller,to take such action as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise,contest, dispose of or appeal the Indemnity Third Party Claim or liability (including, without limitation, makingcounterclaims or other claims against third parties) in the name of and on behalf of the Seller or other memberof the Seller's Group concerned and to have the conduct of any related proceedings, negotiations and appeals;

24.3.4 the Seller shall, and the Seller shall procure that any other members of the Seller's Group shall, take such action as the Purchaser may reasonably request to (i) avoid, dispute, deny, defend, resist, appeal, compromise, contestdispose of or appeal the Indemnity Third Party Claim; or (ii) to assist the Purchaser taking such action as itdeems necessary under clause 24.3.3, provided all reasonable costs thereof shall be borne by the Purchaser;and

24.3.5 the Seller shall give, and the Seller shall procure that any other member of the Seller's Group shall give, subjectto their being paid all reasonable costs and expenses by the Purchaser, all such information and assistanceincluding access to premises and personnel and the right to examine and copy or photograph any assets,accounts, documents and records, as the Purchaser may reasonably request, including instructing such professional or legal advisers as the Purchaser

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may nominate to act on behalf of the Seller or other member of the Seller's Group concerned, but in accordancewith the Purchaser's instructions.

24.4 The provisions of clause 24.2 shall constitute a stipulation for the benefit of all of the Indemnified Parties (excludingthe Seller), and any of such Indemnified Parties may accept such benefits at any time without notice being requiredto be given to any Party.

25. Insurance policies and occurrence of an Insurable Event

25.1 The Seller undertakes to the Purchaser to maintain in force (and to pay all premiums related to its current insurancepolicies (or similar replacement insurance policies) in respect of the Business ("the Business Insurance Policies") from the Signature Date to the Effective Date. It is recorded that the Business Insurance Policies are not capableof transfer by the Seller to the Purchaser and therefore will be cancelled with effect from the Effective Date. ThePurchaser acknowledges that it shall be required (to the extent the Purchaser deems it necessary, but withoutderogating from any other provisions of this Agreement) to procure insurance cover in respect of the Business witheffect from the Effective Date.

25.2 If, prior to the Effective Date, an event which relates to or impacts upon any Sale Asset takes place which entitlesthe Seller to claim under the Business Insurance Policies ("Insurable Event"), then the Seller may (but shall not be obliged to) submit a claim in accordance with the Business Insurance Policies and any amount received by the Sellerpursuant to such claim (less any deductible or excess paid in respect of such claim by the Seller) shall (at the Seller'selection), to the extent not otherwise taken into account in the calculation of any aspect or component of thePurchase Price:

25.2.1 be apportioned, within 10 days after the later of (i) the Delivery Date; and (ii) receipt of such amount, betweenthe Seller and the Purchaser in proportion to the respective loss actually suffered by each of such Parties in itscapacity as the bearer of risk in the Sale Asset, in respect of the Seller, prior to the Effective Date, and in respectof the Purchaser, after the Effective Date; or

25.2.2 be applied where relevant towards restoring or replacing the relevant damaged or destroyed parts of the Sale Assets.

26. Release from guarantees and suretyships

26.1 The Purchaser undertakes to procure that the Seller is released from all guarantees, suretyships and indemnitiesgiven by the Seller or any member of the Seller's Group in respect of, or partially in respect of, the Transferring Contracts or the Creditors (together, the "Suretyships") as soon as reasonably practicable after the Effective Date.The Seller undertakes to give the Purchaser all necessary co-operation to assist the Purchaser in procuring the Seller's release by such date.

26.2 If the Purchaser is not able to obtain such release from the Suretyships or has not done so at the time a claim ismade against the Seller or any member of the Seller's Group under any such Suretyship, the Purchaser hereby indemnifies and shall keep indemnified the Seller and each member of the Seller's Group (each, a "SuretyshipIndemnified Party"), in each case on a joint and several basis, against any claim arising after the Effective Dateand made against any Suretyship Indemnified Party under any Suretyship and against all reasonable costs incurredby the Suretyship Indemnified Party in obtaining its release from the Suretyship.

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26.3 In the event that such a claim is made, the Seller shall notify the Purchaser as soon as reasonably possible of thefact that the claim has been made and of full particulars thereof and the Purchaser shall immediately place theSuretyship Indemnified Party in funds to enable it to discharge its liability under the Suretyship.

26.4 Provided that the Purchaser complies with the obligation to indemnify the Suretyship Indemnified Party as set out inclause 26.2, a failure by the Purchaser to procure the release of the Suretyship Indemnified Party from a Suretyshipwithin the period referred to in this clause, shall not constitute a breach of this Agreement.

26.5 The provisions of clause 26.2 shall constitute a stipulation for the benefit of all of the Suretyship Indemnified Parties (excluding the Seller), and any of such Suretyship Indemnified Parties may accept such benefits at any time withoutnotice being required to be given to any Party.

27. Transitional Services

After the Signature Date, representatives of the Seller and the Purchaser will meet at mutually convenient times anddiscuss further any requirements which the Purchaser may have in respect of transitional services after the EffectiveDate, and the terms and conditions on which the Seller may agree to provide such transitional services.

28. Intra-group payables at the Effective Date

The Purchaser will procure that all outstanding Debtors owed to (i) any members of the Sellers’ Group; or (ii) anyother business or operating division of the Seller, in each case as at the Effective Date (including, for the avoidanceof doubt, interest accrued in respect thereof in accordance with the terms of such Debtors to the extent not alreadypaid) will be fully settled after the Effective Date, in accordance with past practice (as conducted during the InterimPeriod, in respect of settling such Debtors).

29. Recordals and general undertaking

The Parties undertake at all times to do all such things, perform all such actions and take steps and to procure the doing of all things, the performance of all such actions and taking of all such steps as may be open to them andnecessary for or incidental to putting into effect the provisions of this Agreement.

30. No mandatory offer

SGL undertakes to the Seller that it shall not, unless the Seller (acting reasonably) has confirmed to the Purchaserin writing that any applicable Whitewash Resolution is valid and enforceable in respect thereof, purchase orrepurchase or cancel any SGL Shares, or undertake any other action or corporate action, and will procure that noneof its subsidiaries purchases any SGL Shares, or distributes or transfers or causes to be delivered any SGL Sharesto SGL, or undertakes any other action or corporate action, where the effect of any of the foregoing is to cause the Seller (or any person acting in concert with it) to have to make a mandatory offer to acquire any remaining securitiesin SGL in terms of the Companies Act (including section 123 thereof) and the Companies Regulations.

31. Employment undertakings

31.1 The Purchaser does not operate any mines in the Rustenburg area, nor does it own any platinum mines. ThePurchaser confirms to the Seller that its acquisition of the Business

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will not give rise to any duplication in employment positions in respect of any of its other mining operations and theBusiness, save potentially in relation to central and head office functions in relation to which the Purchaser may,after the Effective Date, wish to rationalise certain functions as between these central and head office functionswithin the Business and its other operations. Accordingly, the Purchaser undertakes to the Seller that it will not,after the Effective Date, implement any retrenchments of employees employed by the Business in terms of section189 of the Labour Relations Act where the basis for the retrenchment arises as a result of duplication of functionsarising because of the acquisition of the Business, other than in respect of selected employees who fulfil central and head office functions and are classified in no lower than Paterson Grade C.

31.2 The Purchaser also confirms to the Seller that, from an employment perspective, it is the Purchaser’s intention tooperate the Business according to the Base Case Plan (notwithstanding clause 1.1.15, in the form it is in as at the Signature Date) ("the SD Base Case Plan") and in accordance with the levels of employment as envisaged in theSD Base Case Plan, save as envisaged in clause 31.1 above.

31.3 To the extent that there are no material changes to the assumptions and economic parameters and PGM marketsunderpinning the SD Base Case Plan (or other material impacts on, or changes in operations of, the Business),which would result in a reasonable and prudent operator changing the SD Base Case Plan after the Effective Date,the Purchaser undertakes to the Seller that, after the Effective Date, it will not engage in any processes in terms ofsection 189 of the Labour Relations Act to reduce the number of employees of the Business below the levels ofemployment envisaged in the SD Base Case Plan.

31.4 The undertakings given in clauses 31.1 and 31.3 will not preclude the Purchaser from:

31.4.1 implementing voluntary retrenchment or voluntary separation arrangements;

31.4.2 offering voluntary early retirement packages;

31.4.3 dismissing employees as a result of unreasonable refusals to be redeployed in accordance with the provisionsof the Labour Relations Act;

31.4.4 accepting resignations in the ordinary course of business;

31.4.5 terminations in the ordinary course of business including dismissals as a result of the conduct or capacity of theemployees in question (including misconduct, poor performance, ill-health or incapacity); and

31.4.6 not filling positions which become vacant as a result of any of the eventualities specified in this clause 31.4 and including retirement.

31.5 The Purchaser further undertakes that if any retrenchments in terms of section 189 of the Labour Relations Act are envisaged in terms of this undertaking, it will comply with the relevant provisions of the Labour Relations Act.

31.6 The undertakings provided by the Purchaser in this clause will apply for a 24 month period after the Effective Date.

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32. SGL Guarantee

Nothing in the SGL Guarantee will derogate in any way from any obligations of, or undertakings, representations orwarranties given by, SGL to the Seller under this Agreement.

33. Confidentiality

Any information obtained by any Party to this Agreement in terms of, pursuant to or arising from the negotiation orimplementation of, this Agreement which relates to: (i) the existence and the provisions of this Agreement or of anyRelated Transaction Agreement; (ii) the negotiations relating to this Agreement or any Related TransactionAgreement; (iii) (in the case of the Seller) any information relating to the Business following Closing and any otherinformation relating to the business, financial or other affairs (including future plans and targets) of the Purchaser’sGroup; and (iv) (in the case of the Purchaser and SGL) any information relating to the business, financial or otheraffairs (including future plans and targets) of the Seller’s Group including, prior to Closing (and indefinitely if Closing never takes place for any reason), the Business, shall be treated as confidential by the Parties and shall not beused, disclosed or permitted to be disclosed to any person (other than to members of its Group) without the prior written consent of the disclosing Party (such approval not to be unreasonably withheld or delayed) save:

33.1 that each Party shall be entitled to disclose such information to its employees which shall include any of its directorsand/or consultants and/or professional advisors who need to know such information for the purposes ofimplementing, assessing or evaluating this Agreement or taking (now or in the future) any financial, legal or taxationadvice in relation to this Agreement. Before revealing such information to any such employees and/or consultantsand/or professional advisors, each Party undertakes to procure that such employees and/or consultants and/orprofessional advisors are aware of the confidential nature of the information being made available to them;

33.2 that disclosures may take place in accordance with clause 34;

33.3 that each Party shall be entitled to disclose such information as it is required by law to disclose (including pursuantto the provisions of section 197 of the Labour Relations Act);

33.4 that no Party shall be precluded from using or disclosing such information which is necessary to be disclosed inorder to pursue any legal remedy available to it in respect of this Agreement; or

33.5 to the extent that the information is in, or comes into, the public domain or the lawful possession of such receivingParty other than as a result of a breach of any undertaking or duty of confidentiality in relation to that confidentialinformation.

34. Public announcements

Each Party undertakes to co-operate with the other Parties in relation to any announcements concerning anytransaction contained in this Agreement, and in particular undertake not to make any announcements, statementsor disclosures or issue any documentation relating to any such transaction without the prior written approval of theother Parties (which approval will not be delayed or withheld unreasonably), save that any announcements requiredto be made by law or the rules of any stock exchange by any Party shall not require the prior written approval of theother Parties, provided that the Party required to make such announcement shall (if practicable in the circumstancesand lawful to do so) first advise the other Parties of such requirement, provide a copy of a draft announcement to the other Parties and take into

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account the other Parties' reasonable comments in relation to the scope, form and substance of suchannouncement.

35. Breach

35.1 Subject to any express provision to the contrary contained in this Agreement, if any Party commits a breach of anyprovision of this Agreement and:

35.1.1 in relation to any breach by the Purchaser in respect of discharging any part of the Purchase Price, the Purchaserfails to remedy the breach within 24 hours from the time stipulated therefor in this Agreement; and

35.1.2 in relation to any other breach, the breaching Party fails to remedy the breach within 10 Business Days of writtennotice to do so, provided that if the breach cannot reasonably be remedied within 10 Business Days, the breaching Party shall be entitled to an extension, not exceeding a further 30 days, to remedy the breach, oncondition that the breaching Party provides evidence to the reasonable satisfaction of the aggrieved Party withinthe 10 days that effective steps to remedy the breach have been initiated and continues to provide such evidence on an ongoing basis that the steps are being expeditiously pursued,

the Party shall be in default.

35.2 If a Party is in default, the aggrieved Party shall be entitled, in addition and without prejudice to all other remedies at law, to:

35.2.1 sue for immediate specific performance of any of the defaulting Party's obligations under this Agreement; or

35.2.2 if the relevant breach is a material breach of a material term, cancel this Agreement, in which case written notice of the cancellation shall be given by the aggrieved Party to the defaulting Party, and the cancellation shall takeeffect on the giving of the notice, provided that, notwithstanding any other provision of this Agreement to thecontrary:

35.2.2.1 SGL shall not, at any time or for any reason, be entitled to cancel this Agreement;

35.2.2.2 the aggrieved Party (being either the Seller or the Purchaser) shall not be entitled to cancel this Agreement(i) before Closing, unless the remedy of specific performance or damages would not adequately preventsuch aggrieved Party from being prejudiced; or (ii) after Closing; and

35.2.3 in either event the aggrieved Party shall be entitled to claim any damages it has suffered.

35.3 If this Agreement is cancelled in accordance with the provisions of this clause 35, each of the ConcentrateAgreement and the Use and Access Agreement will automatically also be cancelled.

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36. Arbitration

36.1 separate, divisible agreement

This clause is a separate, divisible agreement from the rest of this Agreement and shall:

36.1.1 not be or become void, voidable or unenforceable by reason only of any alleged misrepresentation, mistake,duress, undue influence, impossibility (initial or supervening), illegality, immorality, absence of consensus, lack of authority or other cause relating in substance to the rest of the Agreement and not to this clause. The Partiesintend that any such issue shall be subject to arbitration in terms of this clause; and

36.1.2 remain in effect even if the agreement set out in this Agreement terminates or is cancelled.

36.2 disputes subject to arbitration

Subject to the provisions of clause 36.9, any dispute arising out of or in connection with this Agreement or the subjectmatter of this Agreement (other than a dispute which this Agreement expressly provides will be determined by theIndependent Accountants) including, without limitation, any dispute concerning:

36.2.1 the existence of the agreement set out in this Agreement apart from this clause;

36.2.2 the interpretation and effect of this Agreement;

36.2.3 the Parties' respective rights or obligations under this Agreement;

36.2.4 the rectification of the agreement set out in this Agreement;

36.2.5 the breach, termination or cancellation of the agreement set out in this Agreement or any matter arising out ofthe breach, termination or cancellation; or

36.2.6 damages in delict, compensation for unjust enrichment or any other claim, whether or not the rest of theAgreement apart from this clause is valid and enforceable,

(each, "a Dispute") shall be determined, firstly as set out in clause 36.3 and, failing settlement, by arbitration as setout in this clause 36.

36.3 referral of disputes to representatives of the Parties

36.3.1 To the extent that any Dispute should arise between the Parties, the Parties shall seek an amicable resolutionto such Dispute by referring such Dispute to the respective Chief Executive Officers of the Parties, for itsnegotiation and settlement.

36.3.2 To the extent that no settlement is reached in terms of clause 36.3.1 within 30 days of referral, any Party mayrefer the Dispute to be dealt with in accordance with the arbitration procedures set out in this clause 36.

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36.4 appointment of arbitrator

36.4.1 The Parties shall agree on the identity of the arbitrator. If agreement is not reached within 10 days after any Party in writing calls for agreement, the arbitrator shall be a practising attorney or advocate with at least 15 years' experience as such nominated by the Chairman of the Johannesburg Bar Council for the time being.

36.4.2 The request to nominate an arbitrator shall be in writing outlining the claim and any counterclaim of which theParty concerned is aware and, if desired, suggesting suitable nominees for appointment, and a copy shall befurnished to the other Parties who may, within 7 days, submit written comments on the request to the addressorof the request.

36.5 venue and period of completion of arbitration

The arbitration shall be held in Johannesburg and the Parties shall endeavour to ensure that it is completed within90 days after notice requiring the claim to be referred to arbitration is given.

36.6 binding nature of arbitration

The Parties irrevocably agree that, subject to clause 36.7, the decision of the arbitrator:

36.6.1 shall be binding on them;

36.6.2 shall be carried into effect; and

36.6.3 may be made an order of any court of competent jurisdiction.

36.7 appeal

Any Party to the dispute may appeal the decision of the arbitrator to an appeal panel of three arbitrators appointedin accordance with the Commercial Arbitration Rules of the Arbitration Foundation of Southern Africa in force fromtime to time.

36.8 Arbitration Act – rules

The arbitration shall be governed by the Arbitration Act, 42 of 1965 and shall take place in accordance with theCommercial Arbitration Rules of the Arbitration Foundation of Southern Africa in force from time to time.

36.9 urgent relief

Nothing in this clause 36 shall preclude any Party from seeking an urgent interdict or urgent relief from a court ofcompetent jurisdiction.

37. Miscellaneous matters

37.1 addresses

37.1.1 The Parties choose the following addresses at which notices in connection with this Agreement and/ordocuments in legal proceedings in connection with this Agreement may be served (ie their domicilia citandi et executandi):

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37.1.1.1 in the case of the Purchaser:

physical address: Libanon Business Park

1 Hospital Street (off Cedar Avenue)

Libanon, Westonaria, 1780

fax number: +27 (0)11 278 9863

and marked for the attention of Richard Stewart,

37.1.1.2 in the case of SGL: physical address: Libanon Business Park 1 Hospital Street (off Cedar Avenue) Libanon, Westonaria, 1780 fax number: +27 (0)11 278 9863 and marked for the attention of Richard Stewart,

37.1.1.3 in the case of the Seller: physical address: 55 Marshall Street Marshalltown Johannesburg fax number: +27 (0)11 373 5111

and marked for the attention of: The Company Secretary, with further copies also marked for the

attention of the Finance Director and the Financial Controller.

37.1.2 A notice may be delivered by hand or sent by messenger or fax. Without prejudice to the foregoing, any noticeshall conclusively be deemed to have been received:

37.1.2.1 on delivery, if delivered to the Party's physical address before 17h00 on a Business Day, or, if delivered ona Business Day but after 17h00, or on any day other than a Business Day, the notice will be deemed tohave been given at 08h30 on the first Business Day after it was delivered;

37.1.2.2 on despatch, if sent to the Party's fax number before 17h00 on a Business Day, or, if sent on a BusinessDay but after 17h00, or on any day other than a Business Day, the notice will be deemed to have beengiven at 08h30 on the first Business Day after it was sent.

37.1.3 A Party may change that Party's address or fax number for this purpose to another physical address of faxnumber in South Africa, by notice in writing to the other Parties, such change to be effective only on and witheffect from the 7th Business Day after the giving of such notice.

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37.1.4 Notwithstanding anything to the contrary herein contained, a written notice or communication actually receivedby a Party shall be an adequate service of such written notice or communication to that Party notwithstandingthat the notice or communication was not sent to or delivered or served at that Party's chosen domicilium citandiet executandi.

37.2 no representations

No Party may rely on any representation which allegedly induced that Party to be bound by this Agreement, unlessthe representation is recorded in this Agreement.

37.3 variation, cancellation and waiver

No contract varying, adding to, deleting from or cancelling this Agreement, and no waiver of any right under thisAgreement, shall be effective unless reduced to writing and signed by or on behalf of the Parties, and for thesepurposes, "writing" shall not include e-mail communications.

37.4 indulgences

If a Party at any time breaches any of that Party's obligations under this Agreement, the aggrieved Party shall notbe estopped (ie precluded) from exercising the aggrieved Party's rights arising out of that breach, despite the factthat the aggrieved Party may have elected or agreed on one or more previous occasions not to exercise the rightsarising out of any similar breach or breaches.

37.5 assignment

37.5.1 Except as specifically provided in this Agreement, no Party may cede any or all of its rights or delegate any orall of its obligations under this Agreement without the prior written consent of the other Parties. For purposesof this clause 37.5, a cession or delegation shall include any form of transfer of any Party's rights and/orobligations under this Agreement, or the change in either legal entity which has rights and/or obligations underthis Agreement, by operation of law by way of or following an amalgamation or merger under section 113 of theCompanies Act.

37.5.2 The Seller will be entitled to cede any of its rights and/or delegate any of its obligations under this Agreementto any member of the Seller's Group. The Seller shall give the Purchaser and SGL written notice of such cessionand/or delegation no less than 5 Business Days prior thereto.

37.5.3 Each of the Purchaser and SGL irrevocably consents to any splitting of claims which may arise as a result ofthe Seller exercising its rights under clause 37.5.2.

37.6 applicable law

This Agreement is to be governed, interpreted and implemented in accordance with the laws of South Africa.

37.7 costs

37.7.1 Subject to clause 11.1, the Parties shall bear their own legal and other costs incurred in the drafting, preparationand implementation of this Agreement.

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37.7.2 Any costs, including all legal costs on an attorney-and-own-client basis and VAT, incurred by a Party arising outof or in connection with a breach by any other Party shall be borne by the Party in breach.

37.8 submission to jurisdiction

Subject to clause 36, the Parties consent to the non-exclusive jurisdiction of the High Court of South Africa, GautengLocal Division, Johannesburg, for any proceedings arising out of or in connection with this Agreement.

37.9 counterparts

This Agreement may be executed in a number of counterparts and by different Parties hereto in separatecounterparts, each of which when so executed shall be deemed to be an original and all of which when takentogether shall be deemed to constitute one and the same agreement.

37.10 whole agreement

This Agreement contains all the express provisions agreed on by the Parties with regard to the subject matter ofthis Agreement and the Parties waive the right to rely on any alleged provision not expressly contained in thisAgreement. This Agreement supersedes and replaces all prior commitments, undertakings or representationswhether oral or written, between the Parties in respect of the subject matter of this Agreement.

37.11 severability

All provisions of this Agreement, whether forming an entire clause or only part of a clause, are, notwithstanding themanner in which they have been grouped together or linked grammatically, divisible and severable from each other.

Signed at Johnannesburg on 8 September 2015

Witness for Rustenburg Platinum Mines Limited

1. /s/ C Griffith

Chris Griffith

duly authorised and warranting such authority

2.

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Signed at Johannesburg on 8 September 2015

Witness for Sibanye Rustenburg Platinum Mines Proprietary Limited

1. ILLEGIBLE /s/ RA Stewart

Richard Stewart


2. ILLEGIBLE /s/ C Farrel

Cain Farrel


Signed at Johannesburg on 8 September 2015

Witness for Sibanye Gold Limited

1. ILLEGIBLE /s/ NJ Froneman


2. ILLEGIBLE /s/ C Farrel

Cain Farrel


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Annexe A

Material Transferring Contracts

1. The Bafokeng Nation Royalty Agreement

2. The Hoedspruit Tailings Lease

3. The IsaMill Technology Licence Agreement

4. Chromite Supply Agreement between the Seller, International Ferro Metals (SA) (Proprietary) Limited and international Ferro Metals Limited signed on 16 February 2010 (document 2.5.10.1.2.1 in the VDR)

5. Chrome Recovery Plant Operation and Maintenance Service Agreement between the Seller, Chromtech Holdings (Pty) Limited and Mafic Exploration (Pty) Ltd, last signed on 19 July 2012 (document 2.5.10.1.3.1 in the VDR)

6. Memorandum of Agreement between the Seller and Xstrata South Africa (Pty) Ltd, last signed on 8 December 2009 (document 2.5.5.1.12.1 in the VDR)

7. Contract for the Service and Maintenance of Trackless Mining Equipment between Atlas Copco South Africa (Pty) Limited and the Seller signed on 16 September 2004, as amended (contained in folder 2.6.6.17 of the VDR)

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Annexe B1

Transferring Contracts as at the Signature Date (non-exclusive listing)

1. Notwithstanding anything to the contrary or otherwise contained in the definition of "Transferring Contracts" (and other related defined terms), the following (as they may be amended from time to time) will be Transferring Contracts for purposes of this Agreement:

1.1 all of the contracts listed in the exel file (all tabs / sheets) saved with file name "Annexe B1_Transferring Contracts- Leases, General and Utilities" on the CD / DVD signed by the Parties at the same time as signing this Agreement;

1.2 all of the contracts listed in the exel file (all tabs / sheets) saved with file name "Annexe B1_Transferring Contracts- Supply Chain" on the CD / DVD signed by the Parties at the same time as signing this Agreement;

1.3 once concluded, each of the PSA Rail Services Agreement and the PSA Services Agreement;

1.4 the Bafokeng Nation Settlement Agreement; and

1.5 the Bafokeng Nation Royalty Agreement.

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Annexe B2

Excluded Contracts

1. Notwithstanding anything to the contrary or otherwise contained in the definition of "Transferring Contracts" (and other

related defined terms), but without otherwise limiting the definition of "Transferring Contracts" in any way, the following (as they may be amended from time to time) will not be Transferring Contracts (and will be Excluded Contracts) for purposesof this Agreement:

1.1 Sale of Concentrate Agreement between the Seller and Platinum Mile Resources Proprietary Limited (attachedas Schedule 2 to the Amendment & Restatement Agreement (in respect of the Sale of Tailings and ConcentrateAgreement entered into on or about 27 October 2004, and as amended) between the Seller and Platinum MileResources Proprietary Limited last signed on 20 August 2015);

1.2 Confidentiality Agreement between the Seller, Platinum Mile Resources (Proprietary) Limited, Aquarius Platinum(South Africa) Corporate Services (Proprietary) Limited, Aquarius Platinum Limited and Mvelaphanda Holdings(Proprietary) Limited, last signed in or about April 2008;

1.3 Agreement for Management & Maintenance of Explosive Magazines between Sasol Nitro, a division of Sasol Chemical Industries Limited and the Seller, last signed on 16 November 2008, as amended;

1.4 Notarial Exchange Agreement between the Seller, Platinum Prospecting Company (Proprietary) Limited, ImpalaPlatinum Limited, Barplats Mines Limited and Impala Platinum Holdings Limited, signed on 13 December 2002, as amended;

1.5 Memorandum of Agreement between Rand Water Board, the Town Council of Rustenburg, JohannesburgConsolidated Investment Company Limited and the Seller, signed on 26 June 1974;

1.6 Off-Take Agreement between The Rustenburg Water Services Trust and the Seller, last signed on 19 August2004;

1.7 Agreement for the Operation and Maintenance of a Sewage Treatment Plant between Fraser Alexander Tailings, a division of Fraser Alexander (Pty) Ltd and Potgietersrust Platinums Limited [unsigned], as amended; and

1.8 Electricity Supply Agreement between Eskom Holdings SOC Limited and the Seller, last signed on 6 December2013.

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Annexe C

Excluded Assets

The Excluded Assets comprise:

1. for the avoidance of doubt, all assets which are exclusively or non-exclusively, but predominantly, used at or which exclusively or non-exclusively, but predominantly, comprise the Smelting and Refining Operations;

2. for the avoidance of doubt, all assets which are exclusively or non-exclusively, but predominantly, used at or which exclusively or non-exclusively, but predominantly, comprise the Western Limb Distribution Centre;

3. for the avoidance of doubt, all assets which are exclusively or non-exclusively, but predominantly, used at or which exclusively or non-exclusively, but predominantly, comprise the PSA Business;

4. the concentrate thickeners and the filtration plant forming part of or related to the Smelter Complex;

5. for the avoidance of doubt the moveable assets, such as forklifts, cherry pickers, etc. that are on Smelting and Refining Operations sitesand the Smelting and Refining Operations asset registers;

6. the Seller's claim against Rand Mutual Association, detailed under case number 14/07247 (in the South Gauteng High Court(Johannesburg));

7. the rail loading and off-loading assets at RBMR, Acid Plant and WLDC;

8. the Seller's rights under all Retained Contracts (but not, for the avoidance of doubt, against Debtors);

9. all of the intellectual property rights and assets of the Seller (including trademarks, copyrights, patents, invention rights, designs, design rights, trade secrets, trade names, technical drawings, manuals, designs, know-how and domain names, whether registered or unregistered, together with applications for any of these intellectual property rights);

10. all assets comprising (before being decommissioned) the Frank Concentrator and the DML Pilot Plant at the Frank Concentrator;

11. all the stores and consumables located at the Seller's Western Limb Distribution Centre;

12. all of the claims of the Seller (and associated rights) against the persons, and in respect of the matters, listed in the exel file (all tabs / sheets) saved with file name "Annexe C_List of Excluded Litigation " on the CD / DVD signed by the Parties at the same time as signingthis Agreement;

13. all of the moveable assets at the DML offices located at Central Deep Shaft, including office furniture, computers, sample preparation and assay equipment, pilot scale plant and equipment, laboratory equipment, and analysers;

14. Process water pipelines on Retained Land;

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15. Water pipelines in relation to the Rustenburg Wastewater Treatment Works on Retained and Non-Retained Land;

16. Potable water pipelines owned by the Seller on Retained and Non-Retained Land;

17. Eight Ambient stations and one equipment store room

No Station Location rp1 Bergsig High School Rustenburg town rp2 Brakspruit Western Limb Tailings Retreatment Dam rp3 Hex River Located at the ADC offices rp4 Klipfontein Klipfontein Village rp5 Mfidikwe Mfidikwe Village clinic rp6 Paardekraal Paardekraal Shaft rp7 Waterval Village + 1 equipment storeroom inside Waterval Village near Rugby field rp8 Wonderkop (previously WLTR) Aquarius 4 shaft , Marikana

18. Thirty seven surface water monitoring points

No Site

Name Site description Y co-ord X co-ord

1 K008 Klipfonteinspruit at PMR Bridge -25.69061 27.35275 2 K009 PMR East rain water dam overflow -25.68893 27.35098 3 K010 Klipfonteinspruit, downstream of K009 -25.68844 27.35057 4 K011 Discharge at PMR culvert at PMR bridge -25.69056 27.35177 5 K012 Klipfonteinspruit between PMR and RBMR on old road to magazine -25.68096 27.34029

6 K013 Culvert ditch going to Klipfonteinspruit halfway between PMR bridge and Waterval bridge parallel to old railway

-25.68152 27.33435

7 K014 Intersection of Klipfonteinspruit and rail line bridge (south side) -25.6795 27.33434 8 K015 150 metres up from intersection of Klipfonteinspruit and rail line -25.68036 27.33484 9 K023 Klipfonteinspruit at base of RBMR dump -25.67855 27.33039 10 K024 Outflow of RBMR Dam 3 stormwater dam -25.68091 27.32634

11 K025 Intersection between electric pylons & compressor air pipe between RBMR and lab. Storm water canal from ACP.

-25.67806 27.32706

12 K028

Klipfonteinspruit after confluence of RBMR west ditch system at Waterval smelter bridge

-25.67849 27.32638

13 K032 Klipfonteinspruit downstream of Waterval Smelter -25.67655 27.31709 14 K044 Trench to the west of the RBMR triangular dam -25.68087 27.32612 15 K059 Culvert at railway entry to RBMR -25.68543 27.3306 16 K062 Spillway overflow RBMR stormwater dam 3B -25.68015 27.32625 17 K080 Effluent and stormwater discharge west of PMR -25.68759 27.34887 18 K098 ACP Pollution Control Dam -25.67709 27.32555 19 K099 Klipfonteinspruit downstream of PMR -25.68691 27.34901 20 K158 RBMR Dam1 -25.68188 27.32676 21 K159 RBMR Dam2 -25.68163 27.32644

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22 K160 RBMR Dam3A -25.68157 27.32700 23 K161 RBMR Dam3B -25.68034 27.32847 24 K162 RBMR Triangular Dam -25.68511 27.33229 25 K163 RBMR SSSS Dam -25.68618 27.33532 26 K168 Cut off trench north of Waterval Smelter reverts area -25.67312 27.32476 27 K169 Trench from PF Retief laboratory towards Klipfonteinspruit -25.67835 27.32898

No Site

Name Site description Y co-ord X co-ord

28 K183 Waterval sewage works effluent towards Klipfonteinspruit -25.68144 27.32431 29 K187 Trench upstream of RBMR at culvert on access road to South gate -25.68735 27.32416

30 K188 Klipgatspruit, downstream of Mfidikoe village, upstream of Khomanani I Shaft (Frank I Shaft), Frank Concentrator and Waterval Complex

-25.66587 27.33577

31 K208 PMR Dam 1 -25.68972 27.350228 32 K209 PMR Dam 2 27.34907 -25.68914 33 K210 PMR Dam 3a 27.35114 -25.6908 34 K211 PMR Dam 3b -25.69105 27.35198 35 K212 PMR Dam 4/5 -25.6881 27.346858 36 K213 PMR Dam 6E -25.68926 27.346964 37 K214 PMR Dam 6W -25.68885 27.345702

19. Twenty three ground water monitoring points

No Site Name Site description Y co-ord X co-ord 1 BMRWWTW Downgradient of Waterval treatment works 27.325227 -25.680378 2 NB04 PMR upgradient borehole 27.348748 -25.699105 3 NB52 BMR upgradient of SSS effluent dams 27.334303 -25.689740 4 NBH07 Downgradient from PMR 27.348928 -25.687347 5 S011 BMR downgradient west towards Klipfonteinspruit 27.325960 -25.681508 6 S051 ACP downgradient south towards Klipfonteinspruit 27.328833 -25.678628 7 S102 BMR downgradient north of north dump towards Klipfonteinspruit 27.331812 -25.679347 8 S104 ACP downgradient south-east borehole 27.332142 -25.679068 9 S120 BMR downgradient north of SSS effluent dams 27.332675 -25.684282

10 S140 Downgradient south of Waterval Tailings - control towards WV Smelter

27.324837 -25.673088

11 S160

BMR downgradient north-east of north dump towards Klipfonteinspruit

27.332518 -25.679735

12 S230 BMR downgradient of SSS effluent dams 27.335377 -25.685518 13 S373 PMR downgradient northwest borehole 27.345885 -25.685472 14 S374 PMR downgradient north borehole 27.347647 -25.686502 15 S386 BMR upgradient east of BMR rainwater dam 27.329112 -25.681567 16 S388 Borehole west of BMR magazines 27.333922 -25.682787

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17 S389 BMR upgradient south of north dump 27.332737 -25.682130 18 S400 Waterval Smelter downgradient borehole towards Klipfonteinspruit 27.324082 -25.677258 19 S403 BMR downgradient east of SSS effluent dams 27.336937 -25.685688 20 S405 BMR upgradient south of BMR rainwater dam 27.328167 -25.681318 21 S409 BMR downgradient north towards Klipfonteinspruit 27.328003 -25.679103 22 S410 BMR downgradient north-east towards Klipfonteinspruit 27.330390 -25.679132 23 S418 BMR downgradient northwest of SSS effluent dams 27.331415 -25.685108

20. Information Technology and Telecommunications equipment currently held within the Hex River and Klipfontein serverrooms.

21. The following are excluded and currently held at the Hex River Server Room and Facility:

21.1 In warranty and contractually bound Cisco video conference units.

21.2 Command centre and War Room equipment and accessories.

21.3 IMDC stock and containers.

21.4 T&A stock, LAB equipment and containers.

21.5 One mobile training unit.

21.6 Contractually bound centralized and network Printers.

21.7 Monitoring units.

21.8 Specific commercial and IIT infrastructure components.

21.9 IIT LAB and stock items including Traka cabinet.

21.10 Contractually bound WAN links.

22. Within the Klipfontein Server room: Specific commercial and IIT infrastructure components

23. Applications/systems or services are managed by the Seller's IM department, decentralised and ring-fenced for the business. The relevant hardware and software will be handed over, provided that the licensing and maintenanceagreements can be transferred, a retained component is excluded from the sale which includes intellectual property andagreements with licensing for the following:

Application/System/Service Supplier

Mining Technical Systems MineRP Holdings Pty Ltd

Cadsmine MineRP Holdings Pty Ltd

Time and Attendance systems EOH Security and Building Technology

Gas Detection Sperosens

Sable Sable Dataworks Pty Ltd

89

Microstation Bentley Systems South Africa

Datatrap Qmuzik Technologies (Pty) Ltd

Front-end T&A solution RPM owned

GEMA applications

Desktops and laptops used by non-transferring employees

Dell Computer (Pty) Ltd

Hewlett Packard

Microsoft

Wide Area Network (WAN); network switches BT Communication Services South Africa

Network Cabling Bridging Technologies SA

Interconnect Systems

Radio networks Bridging Technologies SA

CEMMS Energy Management System

24. All reclaimed stock and equipment held at the salvage yards at the Khuseleka 2 and Thembelani 2 storage hubs;

25. all assets (including, without limiting paragraph 9, intellectual property assets and rights) which comprise the Seller'sresearch and development into new mining technologies undertaken at Bathopele Mine including moveable assets (including office furniture, computers (information technology equipment), tools, communication radios, etc) andequipment held at Bathopele mine, which are used to support the Seller's mining technology research and developmentactivities, which will be relocated from this site;

26. Sasol Nitro Explosive Magazine situated on retained land and Sodium chlorate stock used by the Precious Metals Refineryof the Seller stored at the Sasol Nitro Explosive Magazine;

27. Two Augusta Westland AW139 helicopters;

28. Moveable protection services assets including but not exclusive vehicles, base station radios, two way radios, fire armsand dogs;

29. The following vehicles are included on the asset register or located on one of the sites of the business which form part ofthe greater vehicle fleet of the Seller are to be excluded:

Reg No Group Description

BHK528NW Rustenburg Central Services Toyota Corolla 180i GLE

CDF333NW ESTC James Park Opel Astra 1.4 Essentia 5 Door

CHD385NW Protection Services Generic Trailer

CHG572NW Khuseleka Toyota Hilux 1800 (Column Shift)

CHV922NW Khuseleka Generic Tractor

DTG801NW Rustenburg Central Services Generic Front End Loader

DTP685NW Rustenburg Central Services Generic Grader

DTY997NW Rustenburg Central Services Hino 25-307

DTZ001NW Rustenburg Central Services Hino 25-307

DVL416NW Rustenburg Central Services Generic Tractor Loader Backhoe

DVV883NW Rustenburg Central Services Mercedes-Benz 1017AK/33 ATEGO 2 Tipper

90

Reg No Group Description DWD503NW Rustenburg Central Services Mercedes-Benz 1735S/35 LC Truck Tractor

DWD524NW Rustenburg Central Services Mercedes-Benz 1729/S32 LC Truck Tractor

DWH941NW Rustenburg Central Services Mercedes-Benz 1017AK/33 ATEGO 2 Tipper

DYD493NW Rustenburg Central Services Nissan Hardbody 2.0i SE LWB

DYG085NW Rustenburg Central Services Generic Front End Loader

DYH282NW Rustenburg Central Services Generic Mobile Crane

DYV442NW Rustenburg Central Services BMW 320i (E46)

DYY845NW Waterval Concentrator Generic Mobile Crane

FBN370NW ESTC James Park Toyota Hilux 2400 D

FFV687NW Protection Services Toyota Hilux 3.0 KZ-TE Raider Raised Body

FHK906NW ESTC James Park Mercedes-Benz 1617/48 FC Chassis Cab

FJK046NW Rustenburg Central Services Toyota Hilux 2.7 VVT-i Raider Double Cab

FRF951NW Rustenburg Central Services Hino 17-257 Chassis Cab

HFT041NW ESTC James Park Volkswagen T5 2.0 BiTDI 4Motion SWB

HFV731NW Rustenburg Central Services Nissan UD 290 WT Truck Tractor

Reg No Group Description HKC881NW AGP Toyota Hilux 2.5 D-4D S

HKC882NW AGP Toyota Hilux 2.5 D-4DS

HLL276NW Protection Services Toyota Hilux 3.0 D-4D Raider Double Cab 4X4

HPD173NW Protection Services Hyundai Tucson 2.0 GLS

HSC498NW Protection Services Toyota Hilux 2.5 D-4D Raider D/C Raised Body

HSL705NW Protection Services Hyundai i30 1.6

HSL707NW Protection Services Hyundai Elantra 1.8 GLS

HSY465NW Rustenburg Central Services Toyota Hilux 2.5 D-4D

HSY468NW Rustenburg Central Services Toyota Hilux 2.5 D-4D

HXD585NW Protection Services Toyota Fortuner 2.5 D-4D Raised Body

HXD597NW Protection Services Toyota Fortuner 2.5 D-4D Raised Body

HYT169NW Protection Services Tata LPT 1518 Chassis Cab

HYY196NW Rustenburg Central Services Tata LPT 1518 Chassis Cab

HZB714NW Protection Services AMC Truck Tractor 4X2

HZB733NW Protection Services Tata LPT 1518 Chassis Cab

HZB724NW Protection Services Tata LPT 1518 Chassis Cab

HZD758NW Protection Services Land Rover Defender 130 2.4 TD Crew Cab HCPU

HZF649NW Protection Services Toyota RAV4 2.0 VX

91

Reg No Group Description

HZM715NW Protection Services Generic Trailer



JBM538NW Protection Services Land Rover Defender 130 2.4 TD Crew Cab HCPU

JBW732NW Protection Services Land Rover Defender 130 2.4 TD Crew Cab HCPU

JCK984NW Protection Services Land Rover Defender 130 2.4 TD Crew Cab HCPU

JDL877NW Protection Services Iveco 35S13V8 water cannon

JFF847NW Protection Services TOYOTA HILUX SRX 4X4

JJX184NW Protection Services VW MIKROBUS

NEW (not registered) Protection Services Iveco water cannon

NEW (not registered) Protection Services Iveco water cannon

30. Electrical, mechanical and other spares/assets to be excluded from sale.

Group critical spares

Type Make Tech Data Excluded

Gearbox Falk 35x1Z1S 1

Barring gearbox David Brown H3-280 1

Barring gearbox Falk 485A4 2

Motor ABB 5200kw 11kv Frame: CSLGH 800/6-224 1

Motor ABB 3000kw 11kv Frame: CSLGH630/4-204 1

Pinion Metso A1-140382 1

Compressor critical spares

Spares detail Equipment type Excluded Stored at

Main Drive Motor 15MW

DEMAG VK125, SULZER VWS590-50 1

Siphumelele 1 Demag VK125 Compressor House

Main Drive Motor 4.8MW ABB GEC HITACHI 1 Khuseleka 1 Compressor House

Main Drive Motor 4.3MW SIEMENS 1 West 10 Compressor House

4.8MW Reactor 11000V

DEMAG, SULZER, CENTAC 2 West 10 and Dishaba

Liquid starter DEMAG VK125, SULZER VWS590-50 1 Siphumelele 1 GHH Compressor House

92

Rotating assembly complete with Impellers SULZER RI565 1

At MMMS for repair. To be delivered to Tumela when complete.

Rotating assembly complete with Impellers GHH MARK1 1

At MMMS for repair. To be delivered to DC when complete.

BHS RP36x Epicyclic Gearbox GHH MARK1 1

Normally stored at Union or Rustenburg. At MMM for refurbishment.

Diesel generators and spares

1-off spare 2,8MW diesel generator installed at Khomanani. The component list specific to this generator includes, but is not limited to:

• 1-off 2,8MW containerised diesel generator.

• 1-off day fuel tank.

• 1-off neutral earthing resistor panel.

• 1-off 400V Motor Control Centre.

Various smaller diesel generator fleet spares applicable to all 2,8MW units.

Winder spares to be retained

One 500kW DC winder motor located at the GHH Compressor House at Siphumelele 1 Mine.

Mill Motor and Compressor Motor spares

The list of mill and compressor motor spares are to be excluded:

Category Description Current Location

Mill Motor Spares (included in group critical spares list)

1 spare 5,2MW 11kV slipring induction motors

1 motor are located at the Rustenburg Concentrators

Mill Motor Spares (included in group critical spares list)

1 spare 3000kW 11kV slipring induction motor

In for repair

Compressor Motor Spares (included in compressor critical spares)

2 15MW main drive motors Rustenburg

Compressor Motor Spares (included in compressor critical spares)

1 4,8MW main drive motor. Rustenburg

Compressor Motor Spares 1 4,8MW 6,6kV auto transformer.

Rustenburg

Compressor Motor Spares 1-off 4,8MW 11kV auto transformer.

Rustenburg

93

Compressor Motor Spares 1-off liquid resistance starter for the 15MW main drive motor

Rustenburg

Electrical equipment/spares The following redundant or to be redundant electrical equipment is excluded:

Item No.

Description: Current Location:

1 10MVA 11kV/6,6kV Auto Transformer Thembelani 2 Mine

2 10MVA 11kV/6,6kV Auto Transformer Thembelani 2 Mine

3 20MVA 33kV/6,6kV Dyn11 Power Transformer Complete with Neutral Earthing Resistor

Thembelani 2 Mine

4 20MVA 33kV/6,6kV Dyn11 Power Transformer Complete with Neutral Earthing Resistor

Thembelani 2 Mine

5 18-Panel 6,6kV ABB UniGear Metalclad Medium Voltage Switchboard Complete with Battery Tripping Units

Thembelani 2 Mine

6 1500kVA 6,6kV/550V Dyn11 Distribution Transformer Complete with Neutral Earthing Resistor

Waterval Concentrator 240 Area





9 400kVA 6,6kV/400V Dyn11 Lighting Distribution Transformer Complete with Neutral Earthing Resistor


10 9-Panel 6,6kV Hawker Siddeley VSI Metalclad Medium Voltage Switchboard Complete with Battery Tripping Unit.


31. All medical or related equipment which is the property of Platmed that is held at the Bleskop hospital, dressing stations and other medical facilities;

32. The Human Resources Development (HRD) Department of the Seller occupies a number of training facilities in Rustenburg. Thelisting below includes assets used by HRD that are excluded:

Item Description Notes 1 Protection Services Training Centre Facility and equipment contained in this facility

2 Dog Kennel Area Facility and equipment contained in this facility

3 ADC motor vehicle fleet and bus

4 All IT equipment in the SAP / E-learning training rooms at the ADC

This is specific IT equipment used for the purpose of training on an e-learning / electronic platform (and related furniture)

5 All HRD related intellectual property Books (library), Course material (electronic copies), Course material (hard copies)

6 All data projectors in possession of the various departments

Departments have their own data projectors

7 Young Professionals Bursar department – assessment dongles and scanning machine

94

8 Career exhibition equipment

9 IT / E-learning sound equipment IT / electronic equipment used for the development of E-learning material (sound related) (Building C2 - ADC)

10 2 x mobile computer training units 1 currently being used at the ESTC 1 currently being used by the IT function at Hex River

11 All office equipment for the offices that form part of the overall rental agreement / and boardrooms – meeting rooms

Desks / chairs / cupboards/ telecon equipment

12 Office equipment (OSD) Office equipment currently used by OSD personnel will move to ADC as part of the relocation of OSD to ADC

13 Office equipment (OSD) Office equipment at OSD not transferred to the ADC will be moved to Amandelbult Training Centre

14 Wi - fi functionality equipment (ADC) To remain the property of AAP

15 Wi -fi functionality equipment (OSD) To remain AAP property and be transferred to the ADC to expand the capacity at the ADC

16 Winding engine driver simulator equipment

Which will be moved ESTC

17 ADC lecture rooms Lecture room furniture (chairs / tables) / equipment (proximas /screens / TVs / sound equipment)

95

Annexe D

Immovable Properties

Immovable Properties located on the Mine Area

Parent

Property Properties to be Sold Subdivision

required 1 RE Waterval

303 Remaining Extent of the Farm Waterval 303, Registration Division JQ, North West Province In Extent 212,7242 (Two One Two Comma Seven Two Four Two) Hectares Held by Deed of Transfer T99101/1999

No

2 PTN-RE 6 Waterval 303

A Portion of the Remaining Extent of Portion 6 of the Farm Waterval 303, Registration Division JQ, North West Province Extent to be determined in the subdivision process and once the SG diagram has been approved Held by Deed of Transfer T4809/1998

Yes

3 RE PTN 8 Waterval 303

The Remaining Extent of Portion 8 of the Farm Waterval 303, Registration Division JQ, Province of North-West In Extent 104,7161 (One Four Comma Seven One Six One) Hectares Held by Deed of Transfer T27736/1998

No

4 RE-PTN 10 Waterval 303

A Portion of the Remaining Extent of Portion 10 of the Farm Waterval 303, Registration Division JQ, North West Province Extent to be determined in the subdivision process and once the SG diagram has been approved Held by Deed of Transfer T29237/2000

Yes

5 PTN 14-9 Waterval 303

The Remaining Extent of Portion 14 of the Farm Waterval 303, Registration Division JQ, Province of North-West Extent to be determined in the subdivision process and once the SG diagram has been approved Held by Deed of Transfer T34009/1976

Yes


Portion 79 (a Portion of Portion 16) of the Farm Waterval 303, Registration Division JQ, Province of North-West In extent 27.6307 (twenty seven comma six three zero seven) hectares, as will appear from SG Diagram 621/2015 Held by Deed of Transfer T65334/1998

Yes


A Portion of the Remaining Extent of Portion 16 of the Farm Waterval 303, Registration Division JQ, Province of North-West Extent to be determined in the subdivision process and once the SG diagram has been approved Held by Deed of Transfer T65334/1998

Yes


Remaining Extent of Portion 19 of the Farm Waterval 303, Registration Division JQ, Province of North-West In Extent 216,5550 (Two Hundred and Sixteen Comma Five Five Five Nought) Hectares Held by Deed of Transfer T9544/1980

No


The Remaining Extent of Portion 48 (a Portion of Portion 8) of the Farm Waterval 303, Registration Division JQ, Province of North-West

Yes

96

Parent Property

Properties to be Sold Subdivision required

Extent to be determined in the subdivision process and once the SG diagram has been approved Held by Deed of Transfer T47441/1997


The Remaining Extent of Portion 49 of the Farm Waterval 303, Registration Division JQ, Province of North-West Extent to be determined in the subdivision process and once the SG diagram has been approved Held by Deed of Transfer T47441/1997

Yes


Portion 51 (a Portion of Portion 6) of the Farm Waterval 303, Registration Division JQ, North West Province In Extent 2,9989 (Two Comma Nine Nine Eight Nine) Hectares Held by Deed of Transfer T 4809/1998

No

12 PTN 122 Kroondal 304

The Remaining Extent of Portion 122 (a Portion of Portion 76) of the Farm Kroondal 304, Registration Division JQ, Province of North-West Extent to be determined in the subdivision process and once the SG diagram has been approved Held by Deed of Transfer T55202/1984.

Yes

13 PTN 132 Kroondal 304

Certain Portion 132 (a Portion of Portion 54) of the Farm Kroondal 304, Registration Division JQ, Province of North-West In Extent TEN decimal NOUGHT EIGHT SIX SEVEN (10.0867) morgen Held by Deed of Transfer T3740/1962.

No

14 PTN-PTN 145 Kroondal 304

The Remaining Extent of Portion 145 of the Farm Kroondal 304, Registration Division JQ, Province of North-West Extent to be determined in the subdivision process and once the SG diagram has been approved Held by Deed of Transfer. T3148/1969

Yes

15 PTN-PTN 167-87 Kroondal 304

The Remaining Extent of Portion 167 of the Farm Kroondal 304, Registration Division JQ, North-West Province Extent to be determined in the subdivision process and once the SG diagram has been approved Held by Deed of Transfer T145443/1998.

Yes


The Remaining Extent of Portion 170 of the Farm Kroondal 304, Registration Division JQ, North-West Province Extent to be determined in the subdivision process and once the SG diagram has been approved Held by Deed of Transfer T147238/1998.

Yes


Portion 172 (a Portion of Portion 90) of the Farm Kroondal 304, Registration Division JQ, North-West Province In Extent 11,2649 (Eleven Comma Two Six Four Nine) Hectares Held by Deed of Transfer T147238/1998.

No

18 RE-PTN 27 Paardekraal 279

Remaining Extent of Portion 27 of the Farm Paardekraal 279, Registration Division JQ, Province of North-West In Extent 158,1097 (One Five Eight Comma One Nought Nine Seven) Hectares Held by Deed of Transfer T21390/1987.

No

19 RE-PTN 28 Paardekraal 279

Remaining Extent of Portion 28 of the Farm Paardekraal 279, Registration Division JQ, Province of North-West In Extent 297,3293 (Two Hundred and Ninety Seven Comma Three

No

97

Parent Property


Two Nine Three) Hectares Held by Deed of Transfer T3573/1985

20 PTN 111-27 Paardekraal 279

Portion 111 (Portion of Portion 110) of the Farm Paardekraal 279, Registration Division JQ, North-West Province In Extent 58,7957 (Fifty Eight Comma Seven Nine Five Seven) Hectares Held by Deed of Transfer T88352/2006

No


Portion 114 (a Portion of Portion-27) of the Farm Paardekraal 279, Registration Division JQ, Province of North-West In Extent 82,6554 (Eighty Two Comma Six Five Five Four) Hectares Held by Deed of Transfer T50329/1985

No


Certain Portion 119 (a Portion of Portion-45) of the Farm Paardekraal 279, Registration Division JQ, North-West Province In Extent 42,8262 (Forty Two Comma Eight Two Six Two) Hectares Held by Deed of Transfer T27020/1972

No


Portion 120 (a Portion of Portion-29) of the Farm Paardekraal 279, Registration Division JQ, North-West Province In Extent 91,0653 (Nine One Comma Nought Six Five Three) Hectares Held by Deed of Transfer T46927/1984

No


Portion 122 (Portion of Portion-42) of the Farm Paardekraal 279, Registration Division JQ, North-West Province In Extent 95,6177 (Nine Five Comma Six One Seven Seven) Hectares Held by Deed of Transfer T38868/1986

No

25 PTN 123 Paardekraal 279

Portion 123 of the Farm Paardekraal 279, Registration Division JQ, North-West Province In Extent 11,7501 (Eleven Comma Seven Five Nil One) Hectares Held by Deed of Transfer T88352/2006

No


Portion 124 of the Farm Paardekraal 279, Registration Division JQ, North West Province In Extent 58,7510 (Fifty Eight Comma Seven Five One Nil) Hectares Held by Deed of Transfer T88352/2006

No


Portion 125 of the Farm Paardekraal 279, Registration Division JQ, North West Province In Extent 12,0211 (Twelve Comma Nil Two One One) Hectares Held by Deed of Transfer T88352/2006

No

28 PTN 23-22 Brakspruit 299 (Siphumele 2 and WLTR)

Portion 23 (a Portion of Portion-22) of the Farm Brakspruit 299, Registration Division JQ, North-West Province In Extent 472,9636 (Four Hundred and Seventy Two Comma Nine Six Three Six) Hectares Held by Deed of Transfer T4733/2004

No

29 Farm Anglo Tailings 942

The Farm Anglo Tailings 942, Registration Division JQ, North-West Province In Extent 151,4405 (One Hundred and Fifty One Comma Four Four Nought Five) Hectares Held by Deed of Transfer T110164/2003

No

30 PTN 19 Hoedspruit 298 (Hoedspruit

Portion 19 of the Farm Hoedspruit 298, Registration Division JQ, North-West Province

No

98

Parent Property


Tailings) In Extent 404,4055 (Four Hundred and Four Comma Four Nought Five Five) Hectares Held by Deed of Transfer T4733/2004

31 RE-PTN 2 Waterval 306 (Hexriver complex)

Remaining Extent of Portion 2 of Farm Waterval 306, Registration Division JQ, North-West Province In Extent 239,4182 (Two Hundred and Thirty Nine Comma Four One Eight Two) Hectares Held by Deed of Transfer T24653/1961

No

32 RE-PTN 4 Klipfontein 300

A Portion of the Remaining Extent of Portion 4 of the Farm Klipfontein 300, Registration Division JQ, Province of North-West Extent to be determined in the subdivision process and once the SG diagram has been approved Held by Deed of Transfer T123/1987

Yes

33 PTN 5-4 Klipfontein 300

The Remaining Extent of Portion 5 of the Farm Klipfontein 300, Registration Division JQ, The Province of North West Extent to be determined in the subdivision process and once the SG diagram has been approved Held by Deed of Transfer T9419/2003

Yes


Portion 78 (a Portion of Portion 77) of the Farm Paardekraal 279, Registration Division JQ, Province of North-West In Extent 130,6380 (One Hundred and Thrity Comma Six Three Eight Nought) Hectares Held by Deed of Transfer T24677/1987

No

35 PTN 7 Waterval 303

Portion 7 of the Farm Waterval 303, Registration Division JQ, North-West Province In Extent 66,5569 (Sixty Six Comma Five Five Six Nine) Hectares Held by Deed of Transfer T8356/2004

No

36 RE PTN 85 Kroondal 304

Remaining Extent of Portion 85 of Farm Kroondal 304, Registration Division JQ, North-West Province In Extent 3,4964 (Three Comma Four Nine Six Four) Hectares Held by Deed of Transfer T22867/2002

No


A Portion of the Remaining Extent of Portion 13 (Portion of Portion 9) of the Farm Waterval 303, Registration Division JQ, Province of North West Extent to be determined in the subdivision process and once the SG diagram has been approved Held by Deed of Transfer T42141/2001

Yes


A Portion of Remaining Extent of Portion 9 of the Farm Waterval 303, Registration Division JQ, Province of North West Extent to be determined in the subdivision process and once the SG diagram has been approved Held by Deed of Transfer T34009/1976

Yes

39 PTN-RE 5 Waterval 303

A Portion of the Remaining Extent Portion 5 of the Farm Waterval 303, Registration Division JQ, Province of North-West Extent to be determined in the subdivision process and once the SG diagram has been approved Held by Deed of Transfer T77255/1990

Yes

40 RE PTN 76 A Portion of the Remaining Extent of Portion 76 of the Farm Kroondal Yes

99

Parent Property


Kroondal 304 304, Registration Division JQ, North West Province Extent to be determined in the subdivision process and once the SG diagram has been approved Held by Deed of Transfer T82779/2005

41 PTN 3 Waterval 303

Portion 3 of the Farm Waterval 303, Registration Division JQ, North West Province In Extent 60,8281 (Sixty Comma Eight Two Eight One) Hectares Held by Deed of Transfer T10080/1998

No

Immovable Properties located off the Mine Area: all of the immovable properties listed in the exel file (all tabs / sheets) saved with file name "Annexe D_Immovable Properties - Off Mine Area" on the CD / DVD signed by the Parties at the same time as signing this Agreement.

100

Annexe E

Terms and conditions applicable to Transferring Employees

1. Employees

1.1 The Seller and the Purchaser agree that the sale of the Business in terms of the Agreement constitutes a "transfer of a business byone employer to another employer" as contemplated in section 197(1) of the Labour Relations Act, and that the provisions ofsection 197 of the Labour Relations Act are applicable to the transfer of the Employees from the Seller to the Purchaser.

1.2 It is recorded that the employment of each Transferring Employee with the Seller (as the old employer) will continue in force with the Purchaser (as the new employer) in terms of section 197(2) of the Labour Relations Act and the Purchaser shall on and witheffect from the Effective Date continue to employ all of the Transferring Employees.

1.3 The Seller (as the old employer) and the Purchaser (as the new employer) agree for purposes of section 197 of the Labour Relations Act that the "date of transfer" of the Transferring Employees is the Effective Date.

1.4 As between the Purchaser (as the new employer) and the Transferring Employees, and save as otherwise expressly provided to the contrary in terms of this Agreement, also as between the Purchaser and the Seller (as the old employer) whether by agreement or application of statute:

1.4.1 the Purchaser is automatically substituted in the place of the Seller in respect of all contracts of employment of the Transferring Employees in existence immediately prior to the Effective Date;

1.4.2 all the rights and obligations between the Seller (as the old employer) and each Transferring Employee shall continue in force as if they were rights and obligations between the Purchaser (as the new employer) and each Transferring Employee, including,without limitation, the length of service of the Transferring Employees as at the Effective Date, which shall continue without any disruption after the Effective Date;

1.4.3 anything done by or in relation to the Seller as employer of each Transferring Employee (including the dismissal of an employee or the commission of an unfair labour practice or act of unfair discrimination) will be considered to have been done by or inrelation to the Purchaser, as the new employer;

1.4.4 the continuity of employment of each Transferring Employee shall not be interrupted, but shall continue with the Purchaser (as the new employer) in the place of, but as if with, the Seller (as the old employer); and

1.4.5 the Purchaser undertakes to employ each of the Transferring Employees on terms and conditions that are on the whole notless favourable to the Transferring Employees than those on which they were employed by the Seller,

all as from the Effective Date.

101

1.5 The names and certain other particulars of the Signature Date Employees are set out in Annexe E1. The Seller and the Purchaser, in terms of section 197(7)(a) of the Labour Relations Act, have agreed that the valuation as at 31 August 2015, attributable to:

1.5.1 the leave pay accrued to each of the Signature Date Employees is as set forth next to the name of such Signature Date Employee in Annexe E1 under the column headed "Leave Pay Accrued";

1.5.2 the notional severance pay that would have been payable to each of the Signature Date Employees in the event of a dismissalby reason of the Seller's operational requirements is as set forth next to the name of such Signature Date Employee in Annexe E1 under the column headed "Notional Severance Pay"; and

1.5.3 any other payments (if any) that have accrued to each of the Signature Date Employees but have not been paid to them is asset forth next to the name of such Signature Date Employee in Annexe E1 under the column headed "Other Accrued Payments Due".

1.6 The Seller and the Purchaser, in terms of section 197(7)(a) of the Labour Relations Act, have agreed that they shall, before the Effective Date, (i) update the valuations attributable to each of the amounts in each of paragraphs 1.5.1, 1.5.2 and 1.5.3 as at the Effective Date in respect of each Signature Date Employee who remains a Transferring Employee; and (ii) include valuations attributable to each of the amounts in each of paragraphs 1.5.1, 1.5.2 and 1.5.3 as at the Effective Date in respect of eachTransferring Employee who was not a Signature Date Employee, applying, in each case, the same calculation methods as applied at the Signature Date.

1.7 As between the Seller and the Purchaser, it is agreed that for purposes of section 197(7)(b) of the Labour Relations Act:

1.7.1 the Purchaser shall be solely liable to pay any Transferring Employee who becomes entitled to receive payment of any amount falling due in terms of paragraphs 1.5.1, 1.5.2 and/or 1.5.3;

1.7.2 the Purchaser shall raise a provision for any payment contemplated under paragraph 1.6 if any Transferring Employee becomes entitled to receive any such payment;

1.7.3 no other measure need to be taken by the Seller which is reasonable in the circumstances to ensure that adequate provision is made for any obligation on the part of the Purchaser that may arise in terms of this Annexe E;

1.7.4 the Seller has complied fully with the provisions of section 197(7) of the Labour Relations Act; and

1.7.5 if any Transferring Employee of the Purchaser is retrenched by or at the instance of the Purchaser after the Effective Date the Purchaser shall be solely liable to pay all of the costs of such retrenchment, and all claims, damages or losses arising out of orin connection with any such retrenchment.

102

2. Pension fund / provident fund / medical aid arrangements

2.1 The Transferring Employees are members of:

2.1.1 the Old Mutual Superfund Pension Fund or the Amplats Group Provident Fund; and

2.1.2 the Platinum Health Medical Scheme, Bonitas Medical Fund or Sizwe Medical Fund,

(together, "the Funds").

2.2 The Parties agree that on and with effect from the Effective Date, the Purchaser shall become, and replace the Seller as the"participating employer" in respect of each of the Funds and, as a result, the Transferring Employees will continue to be members of the Funds. The Purchaser shall assume all of the "employer obligations" in relation to the Transferring Employees pursuantto the Funds and will conclude the relevant agreements with each of the Funds, in order to give effect to the foregoing.

3. Anglo Platinum Share Schemes

3.1 Any obligations to any Transferring Employees under either of the Anglo Platinum Share Schemes will remain a liability of theSeller.

3.2 The Purchaser will, on reasonable request from the Seller, render all reasonable assistance to the Seller in order for the Seller to perform its obligations under paragraph 3.1, including providing the Seller with up-to-date information in relation to relevantTransferring Employees, including their addresses.

103

Annexe E1

Signature Date Employees

All of the employees listed in the exel file (all tabs / sheets) saved with file name "Annexe E1_Signature Date Employees" on the CD / DVD signed by the Parties at the same time as signing this Agreement.

104

Annexe F

Permits as at the Signature Date

Environmental permits

Permit Exclusively VDR document number

Environmental authorisation bearing Ref No. NWP/EIA/241/2007, granted on 4 May 2009 for additional ventilation shafts

x 2.5.6.6.5

Environmental authorisation bearing Ref No. NWP/EIA/103/2012, granted on 1 August 2013 for the decommissioning of the Frank Concentrator

x 2.5.6.6.3

Environmental authorisation bearing Ref No. NWP/EIA/18/2013, granted on 27 November 2013 for warehousing, distribution facilities, including hazardous storage facilities and expansion of railway related thereto

x 2.5.6.6.9

Environmental authorisation bearing Ref No. NWP/EIA/79/2012, granted on 13 August 2013 for the decommissioning of tar pits

x 2.5.6.6.12

Environmental authorisation bearing Ref No. NWP/EIA/12/2014, granted on 11 December 2014 for the decommissioning of Klipfontein Concentrator and associated infrastructure

x 2.5.6.6.14 2.5.6.6.15

Once granted, application for environmental authorisation for prospecting right over portion of portion 170 of Paardekraal 279JQ

x 2.6.6.16.2 2.6.6.25.2.2

Once granted, application for environmental authorisation for prospecting right over portion 53 of Waterval 306JQ

x 2.6.6.25.1.2

Section 20 Environmental Conservation Act, 73 of 1989, permit authorising the closure and rehabilitation of the RPM landfill, bearing reference 12/9/11/P121 and granted on 18 June 2009

x 2.5.6.6.11

Registration Certificate to operate as a hazardous waste generator - "Angloamerican Platinum Rustenburg Concentrators", DEA Ref No. D01324-01, 19 March 2013

x 2.5.6.3.7

Registration Certificate to operate as a hazardous waste generator - "RPM Central Salvage Yard", DEA Ref No. D01668-01, 27 March 2013

x 2.5.6.3.14

Registration Certificate to operate as a hazardous waste generator - "Rustenburg Platinum Mines - Siphumelele 1", DEA Ref No. D01538-01, 26 March 2013

x 2.5.6.3.12

Registration Certificate to operate as a hazardous waste generator - "Rustenburg Platinum Mine - Thembelani 1", DEA Ref No. D01691-01, 27 March 2013

x 2.5.6.3.15

Registration Certificate to operate as a hazardous waste generator - "Hazardous Waste Generator" [Bathopele], DEA Ref No. D01553-01, 26 March 2013

x 2.5.6.3.8

Registration Certificate to operate as a hazardous waste x 2.5.6.3.10

105


generator - "Rustenburg Platinum Mines - Khomanani 2", DEA Ref No. D01540-01, 26 March 2013

Registration Certificate to operate as a hazardous waste generator - "Rustenburg Platinum Mines - Khomanani 1", DEA Ref No. D01541-01, 26 March 2013

x 2.5.6.3.9

Registration Certificate to operate as a hazardous waste generator - "Rustenburg Platinum Mines - Khuseleka 2", DEA Ref No. D01539-01, 26 March 2013

x 2.5.6.3.11

Registration Certificate to operate as a hazardous waste generator - "Rustenburg Platinum Mine - Khuseleka 1 & 2", DEA Ref No. D01689-01, 27 March 2013

x 2.536.3.13

Registration Certificate to operate as a hazardous waste generator - "WLTR Concentrator", DEA Ref No. D00946-01, 6 December 2012

x 2.5.6.3.4

Remediation Order issued under Ref No. 12/9/11/R1161/7 on 28 October 2014 to remediate tar pits

x 2.5.6.4.48

Registration Certificate for the purification, treatment or disposal of effluent at the Waterval Waste-water Treatment Plant subject to the Water Care Works regulations of GN R2834 of 7 February 1986

x 2.5.6.4.49

Registration Certificate for the purification, treatment or disposal of effluent at the Khuseleka 1 Waste-water Treatment Plant subject to the Water Care Works regulations of GN R2834 of 7 February 1986

x 2.5.6.4.58

Confirmation of dam safety registration of Hoedspruit Return Water Dam (DWS Ref No. A215/53), Klipfontein Return Water Dam (DWS Ref No. A223/49) and Klipgat Return Water Dam (DWS Ref No. A223/50)

x 2.5.6.4.57

Mine Health and Safety Permits


Khomanani mine - Permission in terms of Minerals Act Regulation 2.13.12 relating to the appointment of personnel other than engineering personnel over machinery, granted on 1 September 2011, bearing Ref No RDNW (KL) 11/5/2/R2-15

x 2.5.16.8.5.2

Thembelani Mine - Permission in terms of Minerals Act Regulation 2.13.12 relating to the appointment of personnel other than engineering personnel over machinery, granted on 28 March 2014, bearing Ref No 11/5/2/R9-15

x 2.5.16.8.5.4

Bathopele Mine - Permission held in terms of Minerals Act Regulation 2.13.12 relating to the appointment of personnel other than engineering personnel over machinery granted on 20 June 2011, bearing Ref No RDNW (KL) 11/5/2/R2 - 12

x 2.5.16.8.5.1

Siphumelele 1 - Permission in terms of Minerals Act Regulation 2.13.12 relating to the appointment of personnel

x 2.5.16.8.5.3

106


other than engineering personnel over machinery, granted on 17 March 2014, bearing Ref No 11/5/2/R9-15

Bathopele Mine - Permission from the Chief Inspector of Explosives for the manufacture of slurry explosives granted on 29 August 2011, bearing reference number 28/1/2/1/21618

x 2.5.16.8.2.1

Thembelani 1 Shaft - Continuous transport permit issued by the Chief Inspector of Explosives on 24 November 2011, bearing permit No CTP 110709

x 2.5.16.8.4.3

Siphumelele Mine - Continuous transport permit issued by the Chief Inspector of Explosives on 11 June 2012, bearing permit No CTP 137258

x 2.5.16.8.4.2

Bathopele Mine - Continuous transport permit issued by the Chief Inspector of Explosives on 20 April 2012, bearing permit No CTP 137899

x 2.5.16.8.4.1

Bathopele Mine - Sunday labour permission issued on 28 March 2014, bearing Ref No 11/4/2-12 that was valid until 27 March 2015

x 2.5.16.8.3.1

Siphumelele 3 Shaft - Sunday labour permission issued on 16 April 2014 bearing Ref No 11/4/2-15 that was valid until 15 April 2015

x 2.5.16.8.3.8

Khomanani Mine - Sunday labour permission issued on 28 March 2014, bearing Ref No 11/4/2-15 that was valid until 31 March 2015

x 2.5.16.8.3.2

Khuseleka 2 Shaft - Sunday labour permission issued on 16 April 2014, bearing Ref No 11/4/2-15, that was valid until 15 April 2015

x 2.5.16.8.3.3

Siphumelele 1 Shaft - Sunday labour permission issued on 7 October 2014, bearing Ref No 11/4/2-15, valid until 4 November 2015

x 2.5.16.8.3.7

Rustenburg Section (Lease areas)- Sunday labour permission issued on 14 March 2014, bearing Ref No 11/4/2-15, that was valid until 14 March 2015

x 2.5.16.8.3.5

School of mines - Sunday labour permission issued on 14 April 2014, bearing Ref No 11/4/2-15, that was valid until 14 May 2015

x 2.5.16.8.3.6

Rustenburg Concentrators - Sunday labour permission issued on 2 January 2014, bearing Ref No 11/4/2-15, that was valid until 7 March 2015

x 2.5.16.8.3.4

Rustenburg Platinum Mines Limited - Rustenburg Concentrators - Sunday Labour Permission issued for the period 8 March 2015 to 7 March 2016 bearing reference RDNW 11/4/2-15

x

Khomanani 1 Shaft- Winding plant permit, bearing permit No 4569 granted on 22 January 1986

x 2.5.16.8.6.1

Khomanani 1 Shaft - Winding plant permit, bearing permit No 4568 granted on 8 May 2003

x 2.5.16.8.6.1

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Khomanani 2 Shaft - Winding plant permit, bearing permit No 3361 granted on 27 June 2006

x 2.5.16.8.6.2

Siphumelele 1 Shaft - Winding plant permit, bearing permit No 3527 granted on 26 November 1980

x 2.5.16.8.6.3

Siphumelele 1 Shaft - Winding plant permit, bearing permit No 3526 granted on 10 January 2005

x 2.5.16.8.6.3

Siphumelele 1 Shaft - Winding plant permit, bearing permit No 3523 granted on 22 September 2006

x 2.5.16.8.6.3

Siphumelele 1 Shaft - Winding plant permit, bearing permit No E1256 granted on 16 July 2004

x 2.5.16.8.6.3

Thembelani Mine - Winding plant permit, bearing permit No 3506 granted on 22 May 2006

x 2.5.16.8.6.4


x 2.5.16.8.6.4


x 2.5.16.8.6.4

Khuseleka 1 Shaft - Winding plant permit, bearing permit No 4577 granted on 25 October 2006

x 2.5.16.8.6.5

Khuseleka 1 Shaft - Winding plant permit, bearing permit No 4576 granted on 25 October 2006

x 2.5.16.8.6.5

Khuseleka 1 Shaft - Winding plant permit, bearing permit No 798A granted on 11 October 2011

x 2.5.16.8.6.5

Khuseleka 1 Shaft - Winding plant permit, bearing permit No 798A granted on 25 October 2006

x 2.5.16.8.6.5

Khuseleka 1 Shaft - Elevator permit, bearing permit No E205 granted on 1 July 2010

x 2.5.16.8.6.5

Siphumelele 2 Shaft - Winding plant permit, bearing permit No 1661A granted on 10 April 2006

x 2.5.16.8.6.6

Siphumelele 2 Shaft - Winding plant permit, bearing permit No 6015A granted on 23 October 2006

x 2.5.16.8.6.6

Khomanani 2 Shaft - Chairlift permit for 25 to 30 Level, bearing permit No CH836 granted on 10 January 2001

x 2.5.16.8.7.1

Khomanani 2 Shaft - Chairlift permit for 30 to 35 Level, bearing permit No CH 811 granted on 17 August 2001

x 2.5.16.8.7.1

Khomanani 2 Shaft - Chairlift Permit for 35 to 37 Level, bearing permit No CH 879 granted on 19 July 2007

x 2.5.16.8.7.1

Khuseleka 1 Shaft - Chairlift permit for 15 Level Horizontal, bearing permit No CH1023 granted on 11 July 2013

x 2.5.16.8.7.2

Khuseleka 1 Shaft - Chairlift permit for 15 to 23 Level, bearing permit No CH812 granted on 14 February 2003

x 2.5.16.8.7.2

Khuseleka 1 Shaft - Chairlift permit for 23 to 28 Level, bearing permit No CH 868 granted on 20 April 2010

x 2.5.16.8.7.2

Khuseleka 2 Shaft - Chairlift permit for surface to 7 Level, x 2.5.16.8.7.3

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bearing permit No 837 granted on 12 June 2001

Khuseleka 2 Shaft - Chairlift permit for 7 to 10 Level, bearing permit No CH 860 granted on 14 February 2003

x 2.5.16.8.7.3

Siphumelele 1 Shaft - Chairlift permit for 29 to 33 Level, bearing permit No CH 831 granted on 26 February 2003

x 2.5.16.8.7.4

Siphumelele 1 Shaft - Chairlift permit 33 to 34 Level, bearing permit No CH 1012 granted on 18 August 2010

x 2.5.16.8.7.4

Thembelane 1 Shaft - Chairlift permit for 19 to 23 Level, bearing permit No CH 810 granted on 19 November 2001

x 2.5.16.8.7.5

Siphumelele 2 Shaft - Chairlift Permit for 14 to 17 Level, bearing permit No CH 808 granted on 16 April 1999

x 2.5.16.8.7.6

Siphumelele 2 Shaft - Chairlift Permit for 17 to 20 Level, bearing permit No CH 809 granted on 16 April 1999

x 2.5.16.8.7.6

Siphumelele 2 Shaft - Chairlift Permit for 20 to 23 Level, bearing permit No CH 807 granted on 22 January 1997

x 2.5.16.8.7.6

Khomanani 1 Service Winder Permit bearing Ref No. 3063A, granted on 29 March 2006

x 2.3.3.2.1.1.3.2.1

Siphumelele 1 Headgear elevator Permit bearing Ref No. E1256, granted on 16 July 2004

x 2.3.3.4.1.7.1

Siphumelele 3 Man Winder Permit, bearing Ref No. 4550, granted on 24 April 1994

x 2.3.3.6.1.1.2.1.1

Siphumelele 3 Rock Winder Permit, bearing Ref No. 6659, granted on 19 May 2000

x 2.3.3.6.1.1.2.2.1

Other Permits


Various ICASA licences, with numbers: 1048823 4782857 1042393 4782607 4782703 5175249 5243809 5131842 5315483 1221325 2752473 1902189 4782607

x 2.5.10.2.1

109


1048831 5315483 2100968 4666261 1221325 2100968 4666261 4762607 4762703 4782857 2752473

110

Annexe G

Surface Rights Permits

All of the surface rights permits listed in the document saved with file name "Annexe G_Surface Rights Permits" on the CD / DVD signed by the Parties at the same time as signing this Agreement.

111

Annexe H

Allocation of Gross Consideration

Description of the Sale Assets Allocation

Mining Right and Prospecting Right An amount equal to 50% of the Gross Consideration

Cash Face value

Deposits and Prepayments Face value

Debtors Face value

For all of the following Sale Assets together, an amount equal to: 50% of the Gross Consideration less (i) the face value of Cash; (ii) the face value of Deposits and Prepayments; and (iii) the face value of Debtors

split between such Sale Assets to reflect the same proportions as those represented by the allocations indicated in the right hand column.

Description of the Sale Assets Allocation (to be used to determine proportional allocation)

Prospecting Right Applications R1.00

Transferable SRPs R1.00

Mining Information R1.00

Prospecting Information R1.00

Immovable Properties Fair value (as reasonably determined by the Seller)

Motor Vehicles Fair value (as reasonably determined by the Seller)

Business Sale Concentrate Fair value (as reasonably determined by the Seller)

Plant and Equipment Fair value (as reasonably determined by the Seller)

Stores and Consumables Fair value (as reasonably determined by the Seller)

Transferable Permits R1.00

The Main IWUL, but strictly only to the extent indicated in clause 10.3.14.2

R1.00

Tailings Assets Fair value (as reasonably determined by the Seller)

Railway Assets Fair value (as reasonably determined by the Seller)

Transferring Contracts R1.00

The Surface Lease, if this has been entered into before the Effective Date

R1.00

All other movable, corporeal assets owned by the Seller, forming part of and/or used, exclusively or non-exclusively, but predominantly, in the conduct of the Business as at the Effective Date

Fair value (as reasonably determined by the Seller)

112

Annexe I

Map of the footprint of the Waterval Smelter Complex

The map saved with the file name "Annexe I_Map of the footprint of the Waterval Smelter Complex" on the CD / DVD signed by the Parties at the same time as signing this Agreement.

113

Annexe J

Upfront Purchase Price

1. Definitions

1.1 For purposes of this Annexe J, the following terms will have the following meanings:

1.1.1 "Effective Time" – 23h59 on the final day of the calendar month ended immediately prior to the Effective Date;

1.1.2 "Estimated Rustenburg Cash" - the Seller's good faith estimate of the Rustenburg Cash as at the EffectiveDate as notified in writing by the Seller to the Purchaser 5 Business Days prior to the Effective Date inaccordance with paragraph 2.1;

1.1.3 "Estimated Rustenburg Indebtedness" - the Seller's good faith estimate of the Rustenburg Indebtedness asat the Effective Date as notified in writing by the Seller to the Purchaser 5 Business Days prior to the EffectiveDate in accordance with paragraph 2.1;

1.1.4 "Pro Forma Effective Date Accounts" - the pro forma accounts attached as Annexe J1, upon which theEffective Date Accounts must be based (in accordance with, and as further stipulated in, paragraph 3.4);

1.1.5 "Reference Financial Information" – the income statement and balance sheet compiled from the SAP TrialBalance as described in Annexe J2 (as at calendar month end, in the Seller's SAP system);

1.1.6 "Rustenburg Cash" – the aggregated value per the Effective Date Accounts of the line items mapped to thecolumn "Cash" within the Pro Forma Effective Date Accounts;

1.1.7 "Rustenburg Indebtedness" – the aggregated value per the Effective Date Accounts of the line items mappedto the column "Indebtedness" within the Pro Forma Effective Date Accounts;

1.1.8 "Rustenburg Working Capital" – the aggregated value per the Effective Date Accounts of the line itemsmapped to the column "Working Capital" within the Pro Forma Effective Date Accounts;

1.1.9 "Rustenburg Working Capital Target" – with reference to the Reference Financial Information and the ProForma Effective Date Accounts, the sum of the following:

1.1.9.1 the sum of ‘Revenue’ in Category IAA51 for each of the 12 months for the 12 month period ending at the EffectiveTime, multiplied by 120, divided by 365 (expressed as a positive number); plus

1.1.9.2 the sum of 'On-mine costs: Stores' in Category IDA03, 'On-mine costs: Utilities' in Category IDA04, 'On-mine costs:Sundry on-mine costs' in Category IDA05, 'On-mine costs: Contractors' in Category IDA55 for each of

114

the 12 months in the 12 month period ending at the Effective Time, multiplied by 30, divided by 365 (expressed asa negative number); plus

1.1.9.3 the sum of balances in Categories BIC02, BIC04, BIC06, BIC08, BIC12, BIC14, BIC15, BIC16, BIC18, BIC20,BID05, BUD04, BWA04, BWA08, BWA09, BWA10 (less any amount arising from the chromite forward salearrangement under the Chromite Supply Agreement between the Seller, International Ferro Metals (SA)(Proprietary) Limited and international Ferro Metals Limited signed on 16 February 2010 (document 2.5.10.1.2.1 inthe VDR) and such amount shall be treated as excluded), BWA11, BWA12, BWA18, for each of the 12 months inthe 12 month period ending at the Effective Time, divided by 12 (expressed as a negative number); plus

1.1.9.4 R82,500,000.00 in respect of Stores and Consumables (expressed as a positive number) corresponding to thebalance in Category BIA04; and

1.1.10 "True-up Amount" - the sum of the following:

1.1.10.1 the amount (expressed as a positive number) by which the Rustenburg Cash is greater than the EstimatedRustenburg Cash or the amount (expressed as a negative number) by which the Rustenburg Cash is less than theEstimated Rustenburg Cash; plus

1.1.10.2 the amount (expressed as a negative number) by which the Rustenburg Indebtedness is greater than the EstimatedRustenburg Indebtedness or the amount (expressed as a positive number) by which the Rustenburg Indebtednessis less than the Estimated Rustenburg Indebtedness; plus

1.1.10.3 the amount (expressed as a positive number) by which the Rustenburg Working Capital is greater than theRustenburg Working Capital Target or the amount (expressed as a negative number) by which the RustenburgWorking Capital is less than the Rustenburg Working Capital Target.

2. Initial Upfront Purchase Price

2.1 Not less than 5 Business Days prior to the Effective Date, the Seller will notify the Purchaser in writing of theEstimated Rustenburg Cash and the Estimated Rustenburg Indebtedness and will provide the Purchaser witha statement setting out the Initial Upfront Purchase Price.

2.2 The amount calculated in accordance with the following formula will be "the Initial Upfront Purchase Price",which comprises part of the Unadjusted Purchase Price:

R1,500,000,000.00

plus the Estimated Rustenburg Cash

less the Estimated Rustenburg Indebtedness

2.3 The Purchaser will use its reasonable commercial endeavours to ensure that as much of the Initial UpfrontPurchase Price as possible is discharged in cash.

2.4 Not less than 4 Business Days prior to the Effective Date, the Purchaser will notify the Seller in writing (subjectto paragraph 2.3) of (i) the 20-day VWAP for the Calculation Date referred to in clause 1.1.23(i) of theAgreement; and (ii):

115

2.4.1 subject to the Proviso, how many (whole) Consideration Shares will be allotted and issued to the Seller (inaccordance with paragraph 2.5.2) and what amount of the Initial Upfront Purchase Price will be discharged thereby (on the basis that each Consideration Share will be allotted and issued at a subscription price which isequal to the 20-day VWAP, and the Initial Upfront Purchase Price will thereby be discharged in the amountequal to the number of Consideration Shares so allotted and issued multiplied by the 20-day VWAP) ("the Share Amount"); and

2.4.2 what amount of the Initial Upfront Purchase Price will be discharged in cash (in accordance withparagraph 2.5.1) ("the Cash Amount"), which Cash Amount will be an amount equal to the Initial UpfrontPurchase Price less the Share Amount,

("the Initial Upfront Purchase Price Notice").

2.5 By no later than 13h00 on the Effective Date:

2.5.1 the Cash Amount will be discharged in cash by the Purchaser paying to the Seller the Cash Amount by way ofan electronic funds transfer of immediately available funds to the Seller's Bank Account; and

2.5.2 immediately before any Consideration Shares are issued to the Seller, SGL agrees in favour of the Seller andthe Purchaser to assume a portion of, and to discharge through the allotment and issue of ConsiderationShares, the Purchaser's obligation to discharge the Initial Upfront Purchase Price in an amount equal to theShare Amount (and the Purchaser delegates such obligation to SGL). Consideration Shares will be allottedand issued to the Seller (credited as fully paid) at a subscription price per Consideration Share which is equalto the 20-day VWAP, and the Initial Upfront Purchase Price will thereby be discharged in the amount equal tothe number of Consideration Shares so allotted and issued multiplied by the 20-day VWAP. For the avoidanceof doubt, each Consideration Share so allotted and issued will at the time of allotment and issue to the Seller(i) be listed on the JSE; and (ii) rank pari passu with all other SGL Shares. Without derogating from theforegoing, in respect of all Consideration Shares so allotted and issued to the Seller, by no later than 13h00 onthe Effective Date:

2.5.2.1 the CSDP electronic settlement instruction notice will be timeously submitted to ensure that such ConsiderationShares are delivered to, and registered in the name of, the Seller in dematerialised form in terms of the ApplicableProcedures and an appropriate entry will be made in SGL's uncertificated securities register; and

2.5.2.2 the following will be delivered to the Seller (i) written confirmation from SGL's CSDP that such Consideration Shares have been registered in the name of the Seller in dematerialised form in SGL's uncertificated securities register, (ii)such other documents (including as may be advised by the Seller to the Purchaser in writing), as are necessary in order to ensure the registration of the Consideration Shares in the name of the Seller; and (iii) a Legal Opinion inrespect of all such Consideration Shares.

2.6 If, for any reason whatsoever, the entire Initial Upfront Purchase Price is not discharged in accordance withparagraph 2.5 (in the case of Consideration Shares, including (for the avoidance of doubt) compliance in full withall the requirements of paragraphs 2.5.2(i) and (ii), 2.5.2.1 and 2.5.2.2), the undischarged Initial Upfront PurchasePrice will be settled by the Purchaser paying to the Seller a cash amount by way of an electronic funds transfer

116

of immediately available funds to the Seller's Bank Account by no later than 24 hours after 13h00 on the EffectiveDate.

3. Preparation of Effective Date Accounts

3.1 The Seller shall prepare or procure that the Effective Date Accounts are prepared in accordance with this Annexe Jand delivered to the Purchaser, together with copies of all associated working papers used for purposes of thepreparation and completion of the Effective Date Accounts, as soon as practicable after the Effective Date, but inany event no later than 30 Business Days after the Effective Date.

3.2 The Effective Date Accounts will be prepared in accordance with:

3.2.1 the specific accounting principles, policies, practices, methodologies and treatments set out in paragraph 3.4;

3.2.2 to the extent not inconsistent with paragraph 3.2.1, the accounting principles, policies, practices, methodologiesand treatments as were applied in the preparation of the Special Purpose Accounts; and

3.2.3 to the extent not inconsistent with paragraphs 3.2.1 or 3.2.2, IFRS as at the Effective Date.

3.3 For the avoidance of doubt, paragraph 3.2.1 will take precedence over paragraphs 3.2.2 and 3.2.3 and paragraph3.2.2 will take precedence over paragraph 3.2.3.

3.4 Specific Accounting Policies

3.4.1 The Effective Date Accounts will be drawn up:

3.4.1.1 in the form of and containing the line items set out within the Pro Forma Effective Date Accounts, and consistentwith Annexe J2;

3.4.1.2 so as to include the assets and liabilities which are accounted for within the line items set out in the Pro FormaEffective Date Accounts. The assets and liabilities to be included within each line item within the Effective DateAccounts shall be consistent with the categorisations applied in preparing the Special Purpose Accounts. Subjectto paragraph 3.4.1.3, no other categories of assets or liabilities shall be included in the Effective Date Accounts,provided that, in the event of any clear error or omission in the calculation or determination, the Parties shall co-operate in good faith to agree on the appropriate line item which should apply for the purposes of the Effective DateAccounts;

3.4.1.3 subject to paragraph 3.4.1.8, so as to account for inventory using the accounting principles, policies, practices,methodologies and treatments as were applied in the preparation of the Special Purpose Accounts;

3.4.1.4 such that any amounts not expressed in South African Rand are translated into South African Rand using therelevant exchange rate as at the Effective Time as reported on Bloomberg;

3.4.1.5 as at the Effective Time. In preparing and finalising the Effective Date Accounts, no account shall be taken of anyevent taking place after the

117

Effective Time and regard shall only be had to information available to the Parties up to the date of delivery of theEffective Date Accounts by the Seller to the Purchaser;

3.4.1.6 on a going concern basis and, except where specified elsewhere in this paragraph 3.4, so as to exclude any newasset or liability, or change in value of any existing asset or liability, in each case arising as a consequence of thechange in ownership of the Business;

3.4.1.7 so as to exclude any amounts in respect of Excluded Assets and Excluded Liabilities. For the avoidance of doubt,in the event of any inconsistency between (i) on the one hand, items included within the Pro Forma Effective DateAccounts and (ii) on the other hand, the definitions of Excluded Assets and Excluded Liabilities, the definitions ofExcluded Assets and Excluded Liabilities shall prevail; and

3.4.1.8 so as to include an amount within working capital in respect of amounts which will be receivable by the Purchaserafter the Effective Date as a result of the sale of the Business Sale Concentrate by the Purchaser to the Seller onthe Effective Date ("the ED Concentrate Sale") in terms of clause 5.1 of the Concentrate Agreement, which amountwill be calculated in accordance with clause 5.6 of the Concentrate Agreement and paid to Sibanye in accordancewith the provisions of clause 5.1.4 of the Concentrate Agreement.

3.4.2 In preparing the Effective Date Accounts:

3.4.2.1 no account shall be taken of the costs of the Parties in relation to this Agreement or any other document enteredinto between the Parties in connection with this Agreement including the costs of the preparation, delivery, reviewand resolution of the Effective Date Accounts;

3.4.2.2 no amounts shall be included in relation to contingent liabilities or for ongoing or potential litigation, but the notes tothe Effective Date Accounts will disclose contingent liabilities in accordance with the requirements of IFRS;

3.4.2.3 no provision with respect to any matter which is the subject of an indemnity or reimbursement in favour of thePurchaser under this Agreement or any other document entered into between the Parties in connection with thisAgreement will be included; and

3.4.2.4 the provisions of this Annexe J will be interpreted so as to avoid double-counting (whether positive or negative) ofany item to be included in the Effective Date Accounts.

3.4.3 After delivering the Effective Date Accounts (and other documents, as provided for above) to the Purchaser,the Seller shall, and shall use its reasonable commercial endeavours to procure that the Seller's Accountantsshall:

3.4.3.1 give the Purchaser and the Purchaser's Accountants all assistance with their review of the Effective Date Accounts(and other documents, as provided for above) that they may reasonably require;

118

3.4.3.2 respond promptly to any requests for information from the Purchaser or the Purchaser's Accountants relating to theEffective Date Accounts (and other documents, as provided for above) and their preparation; and

3.4.3.3 provide to the Purchaser and the Purchaser's Accountants such access to the books and records, employees andpremises of the Seller but relating to the Business (to the extent that the Purchaser does not already have copiesof these itself), as they may reasonably require.

3.4.4 The Purchaser shall, and shall use its reasonable commercial endeavours to procure that the Purchaser'sAccountants shall:

3.4.4.1 give the Seller and the Seller's Accountants all assistance with their preparation of the Effective Date Accounts thatthey may reasonably require;

3.4.4.2 respond promptly to any requests for information from the Seller or the Seller's Accountants relating to the EffectiveDate Accounts (and other documents, as provided for above) and their preparation; and

3.4.4.3 provide to the Seller and the Seller's Accountants such access to the books and records, employees and premisesof the Business and, where relevant, of the Purchaser, including any analyses prepared by the management of theBusiness, together with such information, cooperation and explanations as the Seller and the Seller's Accountantsmay require, in each case as is reasonably required in order to enable the Seller to meet its obligations relating tothe Effective Date Accounts and their preparation.

3.5 Process to be followed

3.5.1 Each of the Purchaser and the Seller shall be responsible for their respective costs of preparing, reviewing andresponding to any queries in respect of the Effective Date Accounts and any other matters to be dealt with bythem under this Annexe J.

3.5.2 The Purchaser shall notify the Seller in writing of any dispute in relation to the Effective Date Accounts within20 Business Days of receipt thereof ("Response Notice"), providing reasons for the dispute in reasonabledetail, any proposed adjustments to the Effective Date Accounts and supporting evidence for each suchadjustment.

3.5.3 If no Response Notice is received within the period contemplated in paragraph 3.5.2, then the Effective DateAccounts shall constitute final and binding Effective Date Accounts (on all Parties) for the purposes of thisAgreement.

3.5.4 If a Response Notice is received by the Seller within the period contemplated in paragraph 3.5.2, the Seller andthe Purchaser shall use their reasonable endeavours to settle the disputed matter, in writing. The Seller andthe Purchaser undertake to use reasonable endeavours to reach agreement upon the adjustments (if any) tobe made to the Effective Date Accounts in the light of the reasons for non-acceptance made by the Purchaserin the Response Notice.

3.5.5 If the dispute is not resolved and settled in writing between the Seller and the Purchaser within 15 BusinessDays after the receipt by the Seller of the Response Notice, the dispute shall be referred, on the application ofeither Party, to the Independent Accountants for final determination.

119

3.5.6 In making their determination the Independent Accountants:

3.5.6.1 shall act as experts and not as arbitrators, their decision as to any matter referred to them for determination shall inthe absence of manifest error or fraud be final and binding in all respects on the Parties and shall not be subject toquestion on any ground whatsoever;

3.5.6.2 shall investigate the dispute in such manner as they, in their sole discretion, consider appropriate in thecircumstances and may call on any person who has a direct interest in the dispute to make written representationsin regard thereto, and the Seller and the Purchaser will be entitled to a copy thereof; and

3.5.6.3 shall be entitled to consult with any person with a direct interest in the dispute matter, and obtain information fromsuch person and to take advice from any person.

3.5.7 The fees and expenses of the Independent Accountants shall be borne and paid as the IndependentAccountants shall direct (or in the absence of any such direction, shall be shared equally between the Seller andthe Purchaser).

3.5.8 The Effective Date Accounts, adjusted as agreed between the Seller and the Purchaser in writing or asdetermined by the Independent Accountants, shall constitute final and binding Effective Date Accounts (on allParties) for the purposes of this Agreement.

3.5.9 If the Purchaser has given a Response Notice to the Seller setting out reasons for non-acceptance and proposed adjustments in accordance with paragraph 3.5.2, the Purchaser shall not be entitled to give any further oradditional Response Notice nor to raise any new or additional reasons for nonacceptance nor any further oradditional proposed adjustments to the Effective Date Accounts after the expiry of the period referred to inparagraph 3.5.2 and to the extent that the Purchaser has not put forward reasons for non-acceptance and proposed adjustments to the Effective Date Accounts, the Purchaser shall be deemed to have accepted theEffective Date Accounts.

3.5.10 Each of the Seller and the Purchaser undertakes and agrees that it will do or procure the doing of all such acts and things and will sign and execute or procure the signature and execution of all such documents as may benecessary or desirable to give full effect to and comply with the provisions of this Annexe J.

4. Adjustment to the Initial Upfront Purchase Price

4.1 The Initial Upfront Purchase Price shall be adjusted, after the Effective Date, by the True-up Amount (such adjustment will be upwards if the True-up Amount is positive or downwards if the True-up Amount is negative).

4.2 Within 3 Business Days after the determination of the Effective Date Accounts in accordance with paragraph 3.5.3or 3.5.8, the Seller shall provide the Purchaser with a statement setting out the True-up Amount, together with copiesof the Financial Information for each of the 12 months in the 12 month period ending at the Effective Time.

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4.3 If the True-up Amount is:

4.3.1 a positive amount, then within 5 Business Days after the True-up Amount has been provided to the Purchaserin accordance with paragraph 4.2, the Purchaser shall pay such cash amount, plus interest thereon at the PrimeRate from the Effective Date to the date of actual payment (both dates inclusive), to the Seller by way of anelectronic funds transfer of immediately available funds to the Seller's Bank Account; or

4.3.2 is a negative amount, then within 5 Business Days after the True-up Amount has been provided to the Purchaserin accordance with paragraph 4.2, the Seller shall pay such cash amount, plus interest thereon at the PrimeRate from the Effective Date to the date of actual payment (both dates inclusive), to the Purchaser by way ofan electronic funds transfer of immediately available funds to the Purchaser's Bank Account.

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Annexe J1

Pro Forma Effective Date Accounts

Category Category Description Cash IndebtednessWorking Capital Excluded Equity

BAA01 Mining PPE Cost: Mining development and infra x BAA03 Mining PPE Cost: Land and buildings x BAA04 Mining PPE Cost: Vehicles x BAA05 Mining PPE Cost: Furniture and fittings x BAA06 Mining PPE Cost: Office Equipment x BAA55 Property Plant & Equipment - Mining x BAA59 Decommissioning assets x BAA60 Accumulated Amort - Mining x BAA61 Accumulated Amort - Decommissioning x BAB01 Mining PPE AccAmrt: Mining development an x BAB03 Mining PPE AccAmrt: Land and buildings x BAB04 Mining PPE Accamrt: Vehicles x BAB05 Mining PPE AccAmrt: Furniture and fittings x BAB06 Mining PPE Accamrt: Office equipment x BAC01 Non-Mining PPE Cost: Freehold land and buildi x BAC03 Non-Mining PPE Cost: Motor vehicles x BAC04 Non-Mining PPE Cost: Office equipment x BAC05 Non-Mining PPE Cost: Furniture & Fittings x BAD01 Non-Mining PPE AccDep: Freehold land and buil x BAD03 Non-Mining PPE AccDep: Motor vehicles x BAD04 Non-Mining PPE AccDep: Office equipment x BAD05 Non-Mining PPE Accdep: Furniture and Fittings x BCA01 Capital work-in-progress: Current Year x BCA04 Capital work-in-progress: Major x

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Projects BIA04 Inventories: Stores and materials at cost x BIC01 Acc Receivable: Mine Trade Debtors x BIC02 Acc Receivable: Payroll Debtors x BIC04 Acc Receivable: Other sundry x BIC05 Acc Receivable: AP with debit balances x BIC06 Acc Receivable: Rental Debtors x BIC07 Acc Receivable: Inter Group xBIC08 Acc Receivable: Trade Debtors x BIC10 Acc Receivable: I/C Inter Sectional xBIC11 Acc Receivable: Receiver of Revenue - Vat x BIC14 Acc Receivable: Joint Venture x BIC15 Acc Receivable: Inter Group Recharges x BIC16 Accounts Receivable - Bars and Canteens x BIC18 Acc Receivable: Payments in Advance x BIC20 Accounts Receivable - Inter Group MVA x BID05 Accounts Receivable - Management Accounts x BID55 Accounts Receivable - Inter Company xBIE01 Cash and cash equivalents: Current Bank Accou x BIE02 Cash and cash equivalents: Loan at Call x BIE05 Cash and Cash Equivalents - Petty Cash x BIF01 Short Term investments x BSA01 Accumulated profits: Opening balance x BSA02 Accumulated profits: Net profit attributable x xBSA05 Accumulated profits: Take-on x BUC01 Provision for decommissioning costs x BUC02 Provision for restoration costs x BUC03 Platinum Producers' Environmental Trust Cntrl x BUD03 Employees' benefits: Post retirement Medical x BUD04 Employees' benefits: Leave pay provision x

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BWA01 Accounts Payable - Trade x BWA03 Accs Payable: SAP GR/IR Clearing x BWA04 Accs Payable: Payroll Creditors x BWA08 Accounts Payable - Other x BWA09 Accounts Payable - Sundry x BWA10 Accs Payable: Provisions x BWA11 Accs Payable: Accruals x BWA12 Accs Payable: Other Payables- Clearing x BWA18 Accs Payable: Sports & Recreation Club x BWB03 Accounts Payable - Metal Lease Liability x BGC06 Investments – Associates x BUA04 Borrowings: Long term portion x BUA06 Borrowings: Long term liabilities x BWA05 Short-term Portion of Long-term liability x BUB01 Deferred taxation x BIC12 Acc Receivable: Insurance x

Current year retained earnings x Total x x x x x

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Annexe J2

Reference Financial Information

The following shall be included:

1. Under company code R000, the following segments, categories and the general ledger accounts shall be included: Segment code Category Account Description R009 All All RTB Central Services R017 All All ADC R018 All All Anglo Group Properties R019 All All WLTR R028 All All Non production services RTB R052 All All RTB Functional Centre R090 All All Thembelani R091 All All Khomanani R092 All All Siphumelele R093 All All Bathopele R094 All All Khuseleka R095 All All RTB School of Mines R096 All All RTB overheads R098 All All RTB Chrome Plant R099 All All RTB Concentrator R101 All All Care and maintenance Boschfontein R102 All All Care and maintenance Bleskop

The General Ledger accounts in the following segments:

R020 IAN03 800070 Local Sales - Chrome Met Grade - IFM R020 IAN03 800060 Local Sales - Chrome Metallurgical Grade R020 IAN03 801060 Export Sale Chrm MG R001 IGG09 443091 Restructuring Retrenchment Costs R001 IGG09 443099 Portfolio review costs R001 IGG12 443096 Scrapping of assets R001 IGG09 448116 Social Impact Mitigation

As a result of allocating the above General Ledger accounts to the Reference Financial Information, the opposite side of the accounting entry will be allocated to the following GL account: The following balance sheet accounts:

R001 BIC10 139121 Intersectional – RPM Head Office

2. Concentrate Sales (Category code: IAA51) – will be included, calculated on a basis consistent with the Special Purpose Accounts

3. Concentrate Receivable – will be included, calculated as indicated in paragraph 3.4.1.8 of Annexe J

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4. Stores in segment R025 to the extent that they relate to on-mine store facilities of the Business Income statements Account Categories

Category Category Description IDA01 On-mine costs: "A" Labour IDA02 On-mine costs: "B" Labour IDA03 On-mine costs: Stores IDA04 On-mine costs: Utilities IDA05 On-mine costs: Sundry on-mine costs IDA08 On-mine costs: Amortisation of mining PP&E IDA45 Centralised costs: Amort of mining PP&E IDA55 On-mine costs: Contractors IDE19 Other costs: Concept and prefeasibility IDE20 Other costs: Prospecting IDE27 Other costs: Transport base metals IDE29 Other costs: Other costs other IDE34 Other costs: Share based payments expense IDE45 Other costs: ADC Recoveries IDE47 Other costs: Restructuring IDE48 Other costs: Insurance income IDF01 Functional Centre costs: GCC IDF02 Functional Centre costs: Amort IGD02 Othr net inc: Gain/Loss foreign trns - Mining IGD03 Othr net inc: Gain/Loss foreign trns - Non-mi IGF01 Othr net inc: Profit on sale of non-mining pl IGF02 Othr net inc: Profit on sale of dissimila IGG03 Othr net inc: Other net income/expenditure IGG09 Othr net inc: Restructuring costs IGG12 Other net inc: Scrapping of assets IKB01 Net inv income: Interest received IKC01 Net inv income: Interest paid IKC05 Net inv income: Time value adjustment IQA01 Gains/losses on Investments IDE46 Other costs: Ops recovery IDE43 Other costs: Amortisation IGC02 Othr net inc: Profit/Losses Hedging IDC12 Treat & refine: Amortisation charge PGM's IDC55 Treat & refine: Contractors IDC02 Treat & refine: Stores IDC05 Treat & refine: Sundry treatment charges IDC04 Treat & refine: Utilities IAA51 Concentrate sales IDEXX Credit actual costs IDEzz Other costs: Reallocated IMBxx Income tax: Deferred - reallocated IAN03 Chromite Sales IMA04 Income tax: Current - Foreign and withholding IGG10 Othr net inc: Project maintenance costs

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IAN01 Chromite Sales

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Annexe K

Deferred Purchase Price

1. Definitions

1.1 For purposes of this Annexe K, the following terms will have the following meanings:

1.1.1 "Annual Average Change" - the annual average price or index over a given period of 12 calendar monthscompared with the annual average of the said price or index over the previous corresponding 12 calendar monthperiod, expressed as a percentage;

1.1.2 "Capex" - per the relevant Financial Statements (i) bona fide gross capital expenditures incurred during therelevant Measurement Period, in each case to the extent such expenditures are recorded as capital expenditure,less (unless otherwise expressly agreed by the Seller in writing) (ii):

1.1.2.1 the greater of (i) gross amounts received or receivable (or, if no cash amount is received or receivable, thefair value of any non-cash consideration received or receivable) in respect of the relevant MeasurementPeriod in respect of the sale, lease, disposal or other transfer of any assets of or arising from the Sold Business (including, without limitation, the Sale Assets); and (ii) the gross amounts which would have beenreceived or receivable (or, if no cash amount is received or receivable, the fair value of any non-cash consideration which would have been received or receivable) in respect of the relevant MeasurementPeriod in respect of the sale, lease, disposal or other transfer of any assets of or arising from the SoldBusiness (including, without limitation, the Sale Assets), had such sale been on arms-length terms and at fair market value. For purposes of this paragraph 1.1.2.1, a transfer shall include any form of transfer, or any change in legal entity, by operation of law by way of or following an amalgamation or merger under section 113 of the Companies Act;

1.1.2.2 for the first PPR Measurement Period, all capital expenditure exceeding, in aggregate an amount of:

R100,000,000.00 x a/12

where: a is the number of complete calendar months in the first PPR Measurement Period;

in respect of new capital projects that were not included in the Base Case Plan; and

1.1.2.3 for each PPR Measurement Period after the first PPR Measurement Period until (and including) the PPRMeasurement Period ending in the financial year of the Purchaser which ends in 2018, all capitalexpenditure exceeding, in aggregate an amount of R100,000,000.00 in respect of new capital projects that were not included in the Base Case Plan;

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1.1.3 "CPI" - in relation to each calendar year, the Annual Average Change in the consumer price index for all urbanareas, as published by Statistics South Africa in Statistical Release P0141, Table B1 - CPI headline index numbers, calculated:

1.1.3.1 over a twelve calendar month period to the end of June (inclusive) in the calendar year preceding thecalendar year in which the escalation under paragraph 1.1.17.1 is to be applied; and

1.1.3.2 from figures published by Statistics South Africa or its successor;

1.1.4 "Deferred Purchase Price Payment" - has the meaning given to this term in paragraph 3.1;

1.1.5 "DFCF Statement" - a written statement, audited as part of the audit of the related Financial Statements, settingout:

1.1.5.1 the calculation of the Distributable Free Cash Flow in respect of the immediately preceding MeasurementPeriod; and

1.1.5.2 for each:

1.1.5.2.1 DPP Measurement Period, the Deferred Purchase Price Payment (if any) in respect of the precedingDPP Measurement Period; and

1.1.5.2.2 PPR Measurement Period, the Purchase Price Reduction Payment (if any) in respect of thepreceding PPR Measurement Period;

1.1.6 "Distributable Free Cash Flow" - per the relevant Financial Statements, for each Measurement Period, EBITDA less Capex less Tax Payments less Royalties, in each case in relation to the Sold Business, and shall excludethe impact of any other assets, operations or investments of (i) the Purchaser and (ii) any other member of thePurchaser's Group;

1.1.7 "Distribution" - any:

1.1.7.1 "distribution" as such term is defined in section 1 of the Companies Act (including dividends on any shares);and

1.1.7.2 any:

1.1.7.2.1 fees, charges and payments howsoever described (including, management and service fees) leviedor incurred;

1.1.7.2.2 payments (or re-payments) (cash and non-cash, and including set-off and similar settlements) byway of interest or principal howsoever described incurred or discharged;

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1.1.7.2.3 distribution or payment (cash and non-cash, and including set-off and similar settlements) pursuant to a share buy-back, any distribution or payment (cash and non-cash, and including set-off and similar settlements) upon or in connection with a reduction of capital, any issue of shares or other securities credited as fully or partly paid up by way of a capitalisation of profits or reserves,

in each case by or on behalf of the Purchaser to or for the account of (i) any registered or beneficialshareholder of the Purchaser; or (ii) any member of the Purchaser's Group;

1.1.8 "DPP End Date" - the day immediately preceding the 6th anniversary of the DPP Start Date;

1.1.9 "DPP Extended End Date" - the earlier of:

1.1.9.1 the day immediately preceding the 8th anniversary of the DPP Start Date; and

1.1.9.2 the date on which the aggregate Deferred Purchase Price Payments received by the Seller since the startof the DPP Extended Period total the Outstanding Minimum DPP Amount;

1.1.10 "DPP Extended Period" - the period beginning on the 6th anniversary of the DPP Start Date and ending on theDPP Extended End Date;

1.1.11 "DPP Initial Period" - the period beginning on the DPP Start Date and ending on the DPP End Date;

1.1.12 "DPP Measurement Period" - each of the following periods falling (i) in the DPP Initial Period; and (ii) if thePurchaser exercises the election in paragraph 3.4.2 to extend the DPP Initial Period, in the DPP ExtendedPeriod:

1.1.12.1 the first DPP Measurement Period will be the period beginning at 00h00:00 on the DPP Start Date and ending at 23h59:59 on the last day of the financial year of the Purchaser in which the DPP Start Date falls;

1.1.12.2 thereafter, each DPP Measurement Period (except for the last DPP Measurement Period) will be the period beginning at 00h00:00 on the first day of the immediately following financial year of the Purchaser andending at 23h59:59 on the last day of that financial year; and

1.1.12.3 if the Purchaser:

1.1.12.3.1 does not exercise the election in paragraph 3.4.2 to extend the DPP Initial Period, the last DPP Measurement Period will be the period beginning at 00h00:00 on the first day of the financial year ofthe Purchaser in which the DPP End Date falls and ending at 23h59:59 on the DPP End Date; or

1.1.12.3.2 exercises the election in paragraph 3.4.2 to extend the DPP Initial Period, the last DPP MeasurementPeriod will be the period beginning at 00h00:00 on the first day of the financial year of the Purchaser in

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which the DPP Extended End Date falls and ending at 23h59:59 on the DPP Extended End Date;

1.1.13 "DPP Period" - the period between the Effective Date and the end of the DPP Initial Period or, if the Purchaserexercises the election in paragraph 3.4.2 to extend the DPP Initial Period, the end of the DPP Extended Period(both days inclusive);

1.1.14 "DPP Start Date" - the later of (i) 1 January 2017; and (ii) the first day of the calendar month in which the EffectiveDate falls (if such date is not the same as the Effective Date);

1.1.15 "EBITDA" - per the relevant Financial Statements, the consolidated profit (expressed as a positive number) orloss (expressed as a negative number) in respect of the Sold Business during the relevant Measurement Period,calculated so as to exclude any of the following items and without double counting (and so that, to the extent anyof the following have been charged, expensed or deducted in computing such earnings they shall be added backand to the extent any of the following have credited therein they shall be deducted):

1.1.15.1 Excess Allocated Overhead and Central Costs;

1.1.15.2 Royalties;

1.1.15.3 any charges paid, due or accrued for corporate income taxes and deferred tax or deducting any credits forcorporate income taxes and deferred tax;

1.1.15.4 any charges paid or payable for interest payable and similar charges (including any charges in respect ofthe incurrence of debt or with respect to the amortisation of capitalised debt issuance costs, factoring andsecuritisation costs and the fees paid or payable for guarantees, hedges or letters of credit) or any creditsfor interest receivable and similar income;

1.1.15.5 any charges for depreciation, amortisation or impairment of fixed assets;

1.1.15.6 any charges or interest resulting from finance or capital leases or hire purchase arrangements;

1.1.15.7 any Distributions paid or payable;

1.1.15.8 any extraordinary items and any exceptional items (in each case being extraordinary or exceptional due totheir size, nature or type or arising from an operational basis for the Sold Business which is not consistentwith that which a prudent, experienced and reasonable operator would implement, in line with the BaseCase Plan, and not contemplated in this Agreement or any of the Related Transaction Agreements) withinthe Purchaser's control and not included in the Base Case Plan, which in aggregate exceed theExtraordinary Cashflows Cap;

1.1.15.9 any profits or income or costs or losses in respect of fair value adjustments recorded in respect of anyfinancial instruments;

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1.1.15.10 any profits or gains or costs or losses of a capital nature (including, for the avoidance of doubt, those arisingfrom any sale and leaseback arrangements or from the sale, disposal or scrapping of fixed assets);

1.1.15.11 any profits or gains or costs or losses arising from any activity which is not normally carried on by, or whichis outside the ordinary course of business of the Sold Business;

1.1.15.12 any profits or gains or costs or losses on the acquisition or disposal of any company or assets or business;

1.1.15.13 any profits or gains or costs or losses arising from an upward or downward revaluation of any assetsincluding, for the avoidance of doubt, any release of provisions or reversal of impairment of fixed assets;

1.1.15.14 any charge or cost or profit or gain in respect of the accounting for share based payments or other non-cash charges under IFRS; and

1.1.15.15 any profits or gains or costs or losses arising in respect of any acquisition accounting, including for theavoidance of doubt any charges related to fair value adjustments or any other opening balance sheetadjustments as a result of the Sale Transaction;

1.1.16 "Excess Allocated Overhead and Central Costs" – per the relevant Financial Statements, overhead andcentral costs allocated to the Sold Business and in respect of the relevant Measurement Period, to the extentsuch amounts exceed the amount as calculated with reference to the relevant corresponding financial statementsof the Purchaser’s Group applying the following methodology:

1.1.16.1 Purchaser Group overhead costs multiplied by 0.95, divided by 2 and multiplied by the number of 4E ozproduced from the underground mining operations of the Sold Business divided by the total gold and 4Eoz production from the underground mining operations of the Purchaser's Group (including the SoldBusiness); plus

1.1.16.2 Purchaser Group overhead costs multiplied by 0.95, divided by 2 and multiplied by the number ofunderground tonnes mined from the Sold Business divided by the total underground tonnes mined byPurchaser's Group (including the Sold Business); plus

1.1.16.3 Purchaser Group overhead costs multiplied by 0.05 and multiplied by the number of 4E oz produced fromsurface operations of the Sold Business divided by the total gold and 4E oz produced by the surfaceoperations of the Purchaser's Group (including the Sold Business); plus

1.1.16.4 information and communications technology related capital expenditure multiplied by the number ofdesktop computers at the Sold Business divided by the total number of desktop computers of thePurchaser's Group (including the Sold Business); plus

1.1.16.5 high density and low density accommodation related capital expenditure multiplied by the total labourcomplement of the Sold Business divided by the total labour compliment of the Purchaser's Group(including the Sold Business); plus

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1.1.16.6 capital expenditure on metallurgical plants, at which underground tonnes are treated, multiplied by totalunderground tonnes processed from the Sold Business divided by the total underground tonnes processedfrom the Purchaser's Group (including the Sold Business); plus

1.1.16.7 other centralised capital expenditure, to the extent it relates in part to the operations of the Sold Business,multiplied by 0.95, divided by 2 and multiplied by the number of 4E oz produced from the undergroundmining operations of the Sold Business divided by the total gold and 4E oz production from the undergroundmining operations of the Purchaser's Group (including the Sold Business); plus

1.1.16.8 other centralised capital expenditure, to the extent it relates in part to the operations of the Sold Business,multiplied by 0.95, divided by 2 and multiplied by the number of underground tonnes mined from the SoldBusiness divided by the total underground tonnes mined by Purchaser's Group (including the SoldBusiness); plus

1.1.16.9 other centralised capital expenditure, to the extent it relates in part to the operations of the Sold Business,multiplied by 0.05 and multiplied the number of 4E oz produced from surface operations of the SoldBusiness divided by the total gold and 4E oz produced by the surface operations of the Purchaser's Group(including the Sold Business); plus

1.1.16.10 sundry costs, to the extent it relates in part to the operations of the Sold Business, multiplied by the numberof 4E oz produced from the underground mining operations of Sold Business divided by the total gold and4E oz produced from the underground mining operations of the Purchaser's Group (including the SoldBusiness).

For all purposes above, capital expenditure shall not be allocated to the Sold Business to the extent that it relatespredominantly to the other operations, excluding the Sold Business, of the Purchaser's Group.

1.1.17 "Extraordinary Cashflows Cap" - an amount of R100,000,000.00 in each relevant Measurement Period,provided that:

1.1.17.1 the amount of R100,000,000.00 will be increased annually by the same percentage as CPI. The increaseshall be effective from 1 January of each year, commencing with effect from 1 January 2015;

1.1.17.2 in respect of a Measurement Period which is not a full financial year, the Extraordinary Cashflows Cap willbe calculated as follows:

R100,000,000.00 (as increased under paragraph 1.1.17.1) x a/12

where: a is the number of complete calendar months in the relevant Measurement Period;

1.1.18 "Financial Indebtedness" - any indebtedness for or in respect of:

1.1.18.1 moneys borrowed, credit provided and debit balances at banks or other financial institutions;

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1.1.18.2 any amount raised by acceptance under any acceptance credit facility (or dematerialised equivalent);

1.1.18.3 any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loanstock or any similar instrument;

1.1.18.4 the amount of any liability in respect of any lease or hire purchase contract which would, in accordancewith IFRS, be treated as a finance or capital lease;

1.1.18.5 receivables sold or discounted (other than any receivables to the extent they are sold on a non-recoursebasis);

1.1.18.6 any amount raised under any other transaction (including any sale and sale back, sale and lease back,forward sale or purchase agreement) having the commercial effect of a borrowing;

1.1.18.7 any derivative transaction entered into in connection with protection against or benefit from fluctuation inany rate or price ("Treasury Transaction") (and, when calculating the value of that Treasury Transaction,only the mark-to-market value (or, if any actual amount is due as a result of the termination or close-out ofthat derivative transaction, that amount) shall be taken into account);

1.1.18.8 any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letterof credit or any other instrument issued by a bank or financial institution;

1.1.18.9 any amount raised by the issue of a share which by its terms (or by the terms of any security into which itis convertible or for which it is exchangeable) is or may become mandatorily redeemable prior to the endof the DPP Period;

1.1.18.10 any amount of any liability under an advance or deferred purchase agreement if (i) one of the primaryreasons behind entering into the agreement is to raise finance or to finance the acquisition or constructionof the asset or service in question or (ii) the agreement is in respect of the supply of assets or services andpayment is due more than 60 days after the date of supply;

1.1.18.11 any amount raised under any other transaction (including any forward sale or purchase, sale and sale backor sale and leaseback agreement) having the commercial effect of a borrowing; and

1.1.18.12 the amount of any liability in respect of any guarantee or indemnity for any of the items referred to inparagraphs 1.1.18.1 - 1.1.18.11;

1.1.19 "Financial Statements" - for:

1.1.19.1 each Measurement Period, excluding each of:

1.1.19.1.1 the first and last DPP Measurement Periods, to the extent that they do not comprise a full financialyear of the Purchaser; and

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1.1.19.1.2 the first and last PPR Measurement Periods, to the extent that they do not comprise a full financialyear of the Purchaser,

audited annual financial statements in respect of (and ring-fenced to) the Sold Business as at the end ofthe relevant Measurement Period, including an audited balance sheet, audited profit and loss account andaudited cashflow statement; and

1.1.19.2 each of (i) the first and last DPP Measurement Periods and (ii) the first and last PPR Measurement Periods,to the extent that they do not comprise a full financial year of the Purchaser, audited management accountsin respect of (and ring-fenced to) the Sold Business;

1.1.20 "Indebtedness" / "Debts" - includes any obligation (whether incurred as principal or surety) for the payment orrepayment of money, whether present or future, actual or contingent (including without limitation any FinancialIndebtedness);

1.1.21 "Insolvency Event" - in relation to any person referred to in paragraph 6.1.16.1 or 6.1.16.2, any of the following events or circumstances:

1.1.21.1 it (i) is unable or admits inability, or fails within any applicable grace or remedy periods or otherwise within60 days, to pay its Debts as they fall due, (ii) suspends or threatens to suspend making payments on anyof its Debts, or (iii) by reason of actual or anticipated financial difficulties, commences negotiations withone or more of its creditors with a view to rescheduling any of its Indebtedness;

1.1.21.2 it does not satisfy, for a contunous period of 12 months, the solvency and liquidity test (or, for the avoidanceof doubt, any part thereof) stipulated in section 4 of the Companies Act;

1.1.21.3 it makes a general assignment, arrangement or composition with or for the benefit of its creditors;

1.1.21.4 a moratorium is declared in respect of any of its Indebtedness. If a moratorium occurs, the ending of themoratorium will not remedy any Trigger Event caused by that moratorium;

1.1.21.5 any corporate (or creditor) action (including the passing of a resolution), legal proceedings or otherprocedure or step is taken in relation to (i) the suspension of payments, a moratorium on any Indebtedness,winding-up, liquidation, dissolution, administration, business rescue or arising from other creditor action; or(ii) enforcement of any Security over any of its assets;

1.1.21.6 any analogous procedure or step is taken in any jurisdiction; or

1.1.21.7 it takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of theforegoing;

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1.1.22 "Material Adverse Effect" - any event or circumstance occurs which has or is reasonably likely to have a materialadverse effect on:

1.1.22.1 the business, operations, property, condition (financial or otherwise), performance or prospects of any of(i) SGL and/or (ii) SGL's Group taken as a whole; or

1.1.22.2 the ability of SGL to perform (i) any of its obligations under (a) any provision of Annexe J or Annexe K ofthis Agreement; or (b) any material provision of this Agreement; or (ii) any provision of the SGL Guarantee;and/or

1.1.22.3 the validity or enforceability of, or any of the rights, interests or remedies of the Seller under, the SGLGuarantee;

1.1.23 "Measurement Period" - each DPP Measurement Period and each PPR Measurement Period;

1.1.24 "Minimum DPP Amount" - R3,000,000,000.00;

1.1.25 "Outstanding Minimum DPP Amount" - has the meaning given to this term in paragraph 3.3;

1.1.26 "Potential Trigger Event" - any matter, circumstance or event specified in paragraph 6.1 which (with the expiry of any applicable notice, grace period, the making of any determination under the relevant agreement or anycombination of any of the foregoing) precedes a Trigger Event;

1.1.27 "PPR End Date" - 31 December 2018;

1.1.28 "PPR Measurement Period" - each of the following periods falling in the PPR Period:

1.1.28.1 the first PPR Measurement Period will be the period beginning at 00h00:00 on the PPR Start Date andending at 23h59:59 on the last day of the financial year of the Purchaser in which the PPR Start Date falls;

1.1.28.2 thereafter, each PPR Measurement Period (if any, and except for the last PPR Measurement Period) willbe the period beginning at 00h00:00 on the first day of the immediately following financial year of thePurchaser and ending at 23h59:59 on the last day of that financial year; and

1.1.28.3 the last PPR Measurement Period will be the period beginning at 00h00:00 on the first day of the financialyear of the Purchaser in which the PPR End Date falls and ending at 23h59:59 on the PPR End Date;

1.1.29 "PPR Period" - the period beginning on the PPR Start Date and ending on the PPR End Date;

1.1.30 "PPR Start Date" - the first day of the calendar month in which the Effective Date falls (if such date is not thesame as the Effective Date);

1.1.31 "Pro Forma Effective Date Accounts" - has the meaning given to such term in Annexe J;

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1.1.32 "Purchase Price Reduction Payment" - has the meaning given to such term in paragraph 4.1;

1.1.33 "Reduction Amount" - for:

1.1.33.1 the first PPR Measurement Period will be calculated as follows:

Reduction Amount = (R267,000,000.00 xa/12)

where: a is the number of complete calendar months in the first PPR Measurement Period;

1.1.33.2 all other PPR Measurement Periods will be calculated as follows:

Reduction Amount = (R267,000,000.00 x a/12) + b

where: a is the number of complete calendar months in the relevant PPR Measurement Period; and

b is equal to the aggregate Reduction Amounts of all prior PPR Measurement Period/s, to the extentthat such Reduction Amounts have not been fully paid by the Seller to the Purchaser in accordancewith paragraph 4;

1.1.34 "Royalties" - per the relevant Financial Statements, the sum of all royalties, export related levies, surcharges orother similar fees, taxes, imposts or other charges levied in terms of the Mineral and Petroleum ResourcesRoyalty Act, 28 of 2008, the MPRDA or related legislation incurred in the relevant Measurement Period in relationto the Sold Business;

1.1.35 "Security" - a mortgage bond, charge, pledge, lien or other security interest securing any obligation of any personor any other agreement or arrangement having a similar effect;

1.1.36 "Sold Business" - the business sold to the Purchaser in terms of this Agreement, comprising the Sale Assetsand Assumed Liabilities and any business conducted after the Effective Date in relation to or arising from any ofthe Sale Assets (including without limitation (i) any mining operations undertaken in, on or under the Mining Right, the reprocessing of the Tailings Assets and, in due course, from any mining operations undertaken in, on orunder any part of the area subject to the Prospecting Right and/or the Prospecting Right Applications (to theextent that mining rights are granted in respect thereof); (ii) the sale of concentrate arising from or attributable tosuch mining operations; and (iii) the sale of refined product arising from or attributable to such mining operations);

1.1.37 "Tax Payments" - per the relevant Financial Statements, the sum of corporate income tax payments lesscorporate income tax receipts, made by the Purchaser in relation to the Sale Assets during the relevantMeasurement Period; and

1.1.38 "Trigger Events" - each of the matters, circumstances and events set out in paragraph 6.1.

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2. Financial Statements and DFCF Statements 2.1 The Purchaser shall prepare or procure that the Financial Statements are prepared in accordance with this

Annexe K and delivered to the Seller, together with copies of all associated working papers and all relevantbooks and records of the Sold Business, used for purposes of the preparation and completion of the FinancialStatements, as soon as practicable after the end of each Measurement Period, but in any event no later than 45 Business Days after the end of each such Measurement Period, relating to such Measurement Period.

2.2 Each of the Financial Statements will be prepared in accordance with:

2.2.1 the specific accounting principles, policies, practices, methodologies and treatments set out inparagraph 2.4;

2.2.2 to the extent not inconsistent with paragraph 2.2.1, the accounting principles, policies, practices,methodologies and treatments as were applied in the preparation of the Special Purpose Accounts; and

2.2.3 to the extent not inconsistent with paragraphs 2.2.1 or 2.2.2, IFRS as at the end of the relevantMeasurement Period.

2.3 For the avoidance of doubt, paragraph 2.2.1 will take precedence over paragraphs 2.2.2 and 2.2.3 and paragraph2.2.2 will take precedence over paragraph 2.2.3.

2.4 Specific Accounting Policies

2.4.1 Each of the Financial Statements will be drawn up:

2.4.1.1 so as to account for inventory using the accounting principles, policies, practices, methodologies andtreatments as were applied in the preparation of the Special Purpose Accounts;

2.4.1.2 such that any amounts not expressed in South African Rand are translated into South African Rand using the relevant exchange rate as at 17h00 on the last day of the relevant Measurement Period asreported on Bloomberg;

2.4.1.3 as at the end of the relevant Measurement Period. In preparing and finalising such Financial Statements, no account shall be taken of any event taking place after the end of the relevantMeasurement Period and regard shall only be had to information available to the Parties up to thedate of delivery of such Financial Statements by the Purchaser to the Seller;

2.4.1.4 on a going concern basis and, except where specified elsewhere in this paragraph 2.4, so as to exclude any new asset or liability, or change in value of any existing asset or liability, in each casearising as a consequence of the change in ownership of the Business; and

2.4.1.5 so as to exclude any amounts in respect of Excluded Assets and Excluded Liabilities. For theavoidance of doubt, in the event of any inconsistency between (i) on the one hand, items included within the Pro Forma Effective Date Accounts and (ii) on the other hand, the definitions of ExcludedAssets and Excluded Liabilities, the definitions of Excluded Assets and Excluded Liabilities shallprevail.

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2.4.2 In preparing each of the Financial Statements:

2.4.2.1 no account shall be taken of the costs of the Parties in relation to this Agreement or any otherdocument entered into between the Parties in connection with this Agreement including the costs ofthe preparation, delivery, review and resolution of such Financial Statements;

2.4.2.2 no amounts shall be included in relation to contingent liabilities or for ongoing or potential litigation,but the notes to the Financial Statements will disclose contingent liabilities in accordance with the requirements of IFRS;

2.4.2.3 no provision with respect to any matter which is the subject of an indemnity or reimbursement infavour of the Purchaser under this Agreement or any other document entered into between theParties in connection with this Agreement will be included; and

2.4.2.4 the provisions of this Annexe K will be interpreted so as to avoid double-counting (whether positive or negative) of any item to be included in such Financial Statements.

2.5 The Purchaser shall prepare or procure that DFCF Statements are prepared in accordance with this Annexe K and delivered, together with copies of the relevant underlying Financial Statements and all associated workingpapers used for purposes of the preparation and completion of the DFCF Statements to the Seller, no later than45 Business Days after the end of each Measurement Period.

2.6 After delivering each DFCF Statement and underlying Financial Statements (and other documents, as providedfor above) to the Seller, the Purchaser shall, and shall use its reasonable commercial endeavours to procure thatthe Purchaser's Accountants shall:

2.6.1 give the Seller and the Seller's Accountants all assistance with their review of the DFCF Statement andunderlying Financial Statements (and other documents, as provided for above) that they may reasonablyrequire, including access to the books and records, employees and premises of the Sold Business and,where relevant, of the Purchaser, including any analyses prepared by the management of the SoldBusiness, together with such information, cooperation and explanations as the Seller and the Seller'sAccountants may reasonably require; and

2.6.2 respond promptly to any requests for information from the Seller or the Seller's Accountants relating to theDFCF Statement and underlying Financial Statements (and other documents, as provided for above) andtheir preparation.

2.7 Each of the Purchaser and the Seller shall be responsible for their respective costs of preparing, reviewing and responding to any queries in respect of the DFCF Statements and underlying Financial Statements and any othermatters to be dealt with by them under this Annexe K.

2.8 The Seller shall notify the Purchaser in writing of any dispute in relation to any DFCF Statement and underlying Financial Statements within 20 Business Days of receipt thereof ("Statement Response Notice"), providing reasons for the dispute in reasonable detail, any proposed adjustments to the DFCF Statement and underlyingFinancial Statements and supporting evidence for each such adjustment.

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2.9 If no Statement Response Notice is received within the period contemplated in paragraph 2.8, then the DFCF Statement and underlying Financial Statements shall constitute a final and binding DFCF Statement and underlying Financial Statements (on all Parties) for the purposes of this Agreement.

2.10 If a Statement Response Notice is received by the Purchaser within the period contemplated in paragraph 2.8, the Seller and the Purchaser shall use their reasonable endeavours to settle the disputed matter, in writing. TheSeller and the Purchaser undertake to use reasonable endeavours to reach agreement upon the adjustments (ifany) to be made to the DFCF Statement and underlying Financial Statements in the light of the reasons for non-acceptance made by the Seller in the Statement Response Notice.

2.11 If the dispute is not resolved and settled in writing between the Seller and the Purchaser within 15 Business Daysafter the receipt by the Purchaser of the Statement Response Notice, the dispute shall be referred, on theapplication of either the Seller or the Purchaser to the Independent Accountants for final determination.

2.12 In making their determination the Independent Accountants:

2.12.1 shall act as experts and not as arbitrators, their decision as to any matter referred to them fordetermination shall in the absence of manifest error or fraud be final and binding in all respects on theParties and shall not be subject to question on any ground whatsoever;

2.12.2 shall investigate the dispute in such manner as they, in their sole discretion, consider appropriate inthe circumstances and may call on any person who has a direct interest in the dispute to make writtenrepresentations in regard thereto, and the Seller and the Purchaser will be entitled to a copy thereof;and

2.12.3 shall be entitled to consult with any person with a direct interest in the dispute matter, and obtaininformation from such person and to take advice from any person.

2.13 The fees and expenses of the Independent Accountants shall be borne and paid as the Independent Accountantsshall direct (or in the absence of any such direction, shall be shared equally between the Seller and thePurchaser).

2.14 The DFCF Statement and underlying Financial Statements, adjusted as agreed between the Seller and thePurchaser in writing or as determined by the Independent Accountants, shall constitute a final and binding DFCFStatement and underlying Financial Statements (on all Parties) for the purposes of this Agreement.

2.15 If the Seller has given a Statement Response Notice to the Purchaser setting out reasons for non-acceptance and proposed adjustments in accordance with paragraph 2.8, the Seller shall not be entitled to give any further or additional Statement Response Notice nor to raise any new or additional reasons for non-acceptance nor any further or additional proposed adjustments to the relevant DFCF Statement and underlying Financial Statements after the expiry of the period referred to in paragraph 2.8 and to the extent that the Seller has not put forwardreasons for non-acceptance and proposed adjustments to the DFCF Statement and underlying FinancialStatements, the Seller shall be deemed to have accepted the DFCF Statement and underlying FinancialStatements.

2.16 Each of the Seller and the Purchaser undertakes and agrees that it will do or procure the doing of all such actsand things and will sign and execute or procure the signature and

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execution of all such documents as may be necessary or desirable to give full effect to and comply with theprovisions of this Annexe K.

2.17 Together with each DFCF Statement which is or should be delivered to the Seller, the Purchaser and SGL will each deliver a written statement, addressed to the Seller and signed by two of its directors, confirming that noTrigger Event has occurred in the last Measurement Period, and that neither the Purchaser nor SGL is, and theirdirectors are not, aware of any Potential Trigger Event.

2.18 Where any Financial Statements are, subsequent to any Deferred Purchase Price Payment, Purchase PriceReduction Payment and/or Further Purchase Price Reduction Payment, restated:

2.18.1 the Purchaser shall inform the Seller thereof in writing within 5 Business Days after such restatement hasoccurred and provide the Seller with a copy of the restated Financial Statements (which will be required tocomply in all respects with the provisions of this paragraph 2) together with copies of all associated working papers and all relevant books and records of the Sold Business, used for purposes of the preparation andcompletion of the restated Financial Statements;

2.18.2 after delivering the restated Financial Statements (and other documents, as provided for above) to theSeller, the Purchaser shall, and shall use its reasonable commercial endeavours to procure that thePurchaser's Accountants shall:

2.18.2.1 give the Seller and the Seller's Accountants all assistance with their review of the restated FinancialStatements (and other documents, as provided for above) that they may reasonably require, includingaccess to the books and records, employees and premises of the Sold Business and, where relevant,of the Purchaser, including any analyses prepared by the management of the Sold Business, togetherwith such information, cooperation and explanations as the Seller and the Seller's Accountants mayreasonably require; and

2.18.2.2 respond promptly to any requests for information from the Seller or the Seller's Accountants relatingto the restated Financial Statements (and other documents, as provided for above) and theirpreparation; and

2.18.3 at the Seller's election (to be exercised by written notice to the Purchaser within 10 Business Days after ithas received the restated Financial Statements), a revised DFCF Statement will be drawn up by thePurchaser, mutatis mutandis in accordance with this paragraph 2, and within 5 Business Days after the determination of the revised DFCF Statement in accordance with paragraph 2.9 or 2.14, any over-payments or underpayments (measured with reference to the revised DFCF Statement) made by the Selleror the Purchaser in respect of any Deferred Purchase Price Payment, Purchase Price Reduction Paymentand/or Further Purchase Price Reduction Payment will be corrected, through an amount equal to therelevant over-payment or underpayment being discharged in cash by the Purchaser or the Seller (as the case may be) paying to the Seller or the Purchaser (as the case may be) by way of an electronic fundstransfer of immediately available funds to the Seller's Bank Account or the Purchaser's Bank Account (asthe case may be).

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3. Deferred Purchase Price

3.1 In respect of each DPP Measurement Period falling:

3.1.1 in the DPP Initial Period, but if the Purchaser has exercised the election in paragraph 3.4 not to extend the DPP Initial Period then excluding only the last DPP Measurement Period falling in the DPP Initial Period;and

3.1.2 if the Purchaser exercises the election in paragraph 3.4 to extend the DPP Initial Period, in the DPP Extended Period, excluding only the last DPP Measurement Period falling in the DPP Extended Period,

if the Distributable Free Cash Flow is a positive number, the Purchaser will pay to the Seller an amount equal to35% of such Distributable Free Cash Flow (calculated with reference to the Distributable Free Cash Flow reflected in the corresponding DFCF Statement for the DPP Measurement Period), in accordance with the further provisions of this paragraph 3 (each such payment being a "Deferred Purchase Price Payment").

3.2 Within 5 Business Days after the determination of each DFCF Statement in accordance with paragraph 2.9 or2.14, the Purchaser shall pay the corresponding Deferred Purchase Price Payment, to the Seller by way of anelectronic funds transfer of immediately available funds to the Seller's Bank Account.

3.3 If, after the end of the second last DPP Measurement Period falling in the DPP Initial Period, the aggregateDeferred Purchase Price Payments received by the Seller total (for any reason whatsoever) less than theMinimum DPP Amount, then the difference between the Minimum DPP Amount and such aggregate DeferredPurchase Price Payments received and due to be received by the Seller will be "the Outstanding MinimumDPP Amount".

3.4 No less than 30 Business Days before the end of the last DPP Measurement Period falling in the DPP Initial Period, the Purchaser must elect by written notice to the Seller:

3.4.1 to settle the Outstanding Minimum DPP Amount, in which case the provisions of paragraph 3.5 will apply; or

3.4.2 to extend the DPP Initial Period by the DPP Extended Period, in which case paragraphs 3.6, 3.7 and 3.8 will apply.

3.5 If the Purchaser elects to settle the Outstanding Minimum DPP Amount in terms of paragraph 3.4:

3.5.1 the Purchaser will use its reasonable commercial endeavours to ensure that as much of the Outstanding Minimum DPP Amount as possible is discharged in cash; and

3.5.2 within 6 Business Days after the end of the last DPP Measurement Period falling in the DPP Initial Period,the Purchaser will notify the Seller in writing (subject to paragraph 3.5.1) (i) the 20-day VWAP for the Calculation Date referred to in clause 1.1.23(ii); and (ii):

3.5.2.1.1 subject to the Proviso, how many (whole) Consideration Shares will be allotted and issued to theSeller (in accordance with paragraph 3.5.2.2.2) and what amount of the Outstanding Minimum

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DPP Amount will be discharged thereby (on the basis that each Consideration Share will be allottedand issued at a subscription price which is equal to the 20-day VWAP, and the Outstanding Minimum DPP Amount will thereby be discharged in the amount equal to the number of Consideration Sharesso allotted and issued multiplied by the 20-day VWAP) ("the OMM DPP Share Amount"); and

3.5.2.1.2 what amount of the Outstanding Minimum DPP Amount will be discharged in cash (in accordance withparagraph 3.5.2.2.1) ("the OMM DPP Cash Amount"), which OMM DPP Cash Amount will be an amount equal to the Outstanding Minimum DPP Amount less the OMM DPP Share Amount;

3.5.2.2 by no later than 13h00 on the 10th Business Day after the determination referred to in paragraph 3.4 ("the Settlement Date"):

3.5.2.2.1 the OM DPP Cash Amount will be discharged in cash by the Purchaser paying to the Seller the OMDPP Cash Amount by way of an electronic funds transfer of immediately available funds to the Seller'sBank Account; and

3.5.2.2.2 immediately before any Consideration Shares are issued to the Seller, SGL agrees in favour of theSeller and the Purchaser to assume a portion of, and to discharge through the allotment and issue ofConsideration Shares, the Purchaser's obligation to discharge the Outstanding Minimum DPP Amount in an amount equal to the OMM DPP Share Amount (and the Purchaser delegates such obligation toSGL). Consideration Shares will be allotted and issued to the Seller (credited as fully paid) at asubscription price per Consideration Share which is equal to the 20-day VWAP, and the OutstandingMinimum DPP Amount will thereby be discharged in the amount equal to the number of ConsiderationShares so allotted and issued multiplied by the 20-day VWAP. For the avoidance of doubt, each Consideration Share so allotted and issued will: at the time of allotment and issue to the Seller (i) belisted on the JSE; and (ii) rank pari passu with all other SGL Shares. Without derogating from theforegoing, in respect of all Consideration Shares so allotted and issued to the Seller, by no later than13h00 on the Settlement Date:

3.5.2.2.2.1 the CSDP electronic settlement instruction notice will be timeously submitted to ensure that suchConsideration Shares are delivered to, and registered in the name of, the Seller in dematerialised form in terms of the Applicable Procedures and an appropriate entry will be made in SGL'suncertificated securities register; and

3.5.2.2.2.2 the following will be delivered to the Seller (i) written confirmation from SGL's CSDP that such Consideration Shares have been registered in the name of the Seller in dematerialised form inSGL's uncertificated securities register, and (ii) such other documents (including as may beadvised by the Seller to the Purchaser in writing), as are necessary in order to ensure theregistration of the Consideration Shares in the name of the Seller;;

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3.5.2.3 if, for any reason whatsoever, the entire Outstanding Minimum DPP Amount is not discharged inaccordance with paragraph 3.5.2.2 (in the case of Consideration Shares, including (for theavoidance of doubt) compliance in full with all the requirements of paragraphs 3.5.2.2.2(i) and(ii), 3.5.2.2.2.1 and 3.5.2.2.2.2), the undischarged Outstanding Minimum DPP Amount will be settled by the Purchaser paying to the Seller a cash amount by way of an electronic funds transferof immediately available funds to the Seller's Bank Account by no later than 24 hours after 13h00on the Settlement Date.

3.6 If, after the end of the last DPP Measurement Period falling in the DPP Extended Period, the aggregate DeferredPurchase Price Payments received by the Seller still total less than the Minimum DPP Amount, then thedifference between the Minimum DPP Amount and such aggregate Deferred Purchase Price Payments receivedby the Seller will be "the Final Outstanding Minimum DPP Amount".

3.7 The Purchaser will use its reasonable commercial endeavours to ensure that as much of the Final OutstandingMinimum DPP Amount as possible is discharged in cash.

3.8 Within 6 Business Days after the end of the last DPP Measurement Period falling in the DPP Extended Period,the Purchaser will notify the Seller in writing (subject to paragraph 3.7) (i) the 20-day VWAP for the Calculation Date referred to in clause 1.1.23(iii); and (ii):

3.8.1 subject to the Proviso, how many (whole) Consideration Shares will be allotted and issued to the Seller (inaccordance with paragraph 3.9.2) and what amount of the Final Outstanding Minimum DPP Amount willbe discharged thereby (on the basis that each Consideration Share will be allotted and issued at asubscription price which is equal to the 20-day VWAP, and the Final Outstanding Minimum DPP Amountwill thereby be discharged in the amount equal to the number of Consideration Shares so allotted andissued multiplied by the 20-day VWAP) ("the Final OMM DPP Share Amount"); and

3.8.2 what amount of the Final Outstanding Minimum DPP Amount will be discharged in cash (in accordancewith paragraph 3.9.1) ("the Final OMM DPP Cash Amount"), which Final OMM DPP Cash Amount will bean amount equal to the Final Outstanding Minimum DPP Amount less the Final OMM DPP Share Amount;

3.9 By no later than 13h00 on the 10th Business Day after the determination referred to at the start of paragraph 3.8 ("the Final Settlement Date"):

3.9.1 the Final OM DPP Cash Amount will be discharged in cash by the Purchaser paying to the Seller the FinalOM DPP Cash Amount by way of an electronic funds transfer of immediately available funds to the Seller'sBank Account; and

3.9.2 immediately before any Consideration Shares are issued to the Seller, SGL agrees in favour of the Sellerand the Purchaser to assume a portion of, and to discharge through the allotment and issue ofConsideration Shares, the Purchaser's obligation to discharge the Final Outstanding Minimum DPPAmount in an amount equal to the Final OMM DPP Share Amount (and the Purchaser delegates suchobligation to SGL). Consideration Shares will be allotted and issued to the Seller (credited as fully paid) ata subscription price per Consideration Share which is equal to the 20-day VWAP, and the Final OutstandingMinimum DPP Amount will thereby be discharged in the amount equal to the number of ConsiderationShares so allotted and issued multiplied by the 20-day VWAP. For the avoidance of doubt,

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each Consideration Share so allotted and issued will: at the time of allotment and issue to the Seller (i) belisted on the JSE; and (ii) rank pari passu with all other SGL Shares. Without derogating from the foregoing,in respect of all Consideration Shares so allotted and issued to the Seller, by no later than 13h00 on theFinal Settlement Date:

3.9.2.1 the CSDP electronic settlement instruction notice will be timeously submitted to ensure that suchConsideration Shares are delivered to, and registered in the name of, the Seller in dematerialised formin terms of the Applicable Procedures and an appropriate entry will be made in SGL's uncertificatedsecurities register; and

3.9.2.2 the following will be delivered to the Seller (i) written confirmation from SGL's CSDP that suchConsideration Shares have been registered in the name of the Seller in dematerialised form in SGL'suncertificated securities register, and (ii) such other documents (including as may be advised by theSeller to the Purchaser in writing), as are necessary in order to ensure the registration of theConsideration Shares in the name of the Seller.

3.10 If, for any reason whatsoever, the entire Final Outstanding Minimum DPP Amount is not discharged inaccordance with paragraph 3.9.2 (in the case of Consideration Shares, including (for the avoidance of doubt)compliance in full with all the requirements of paragraphs 3.9.2(i) and (ii), 3.9.2.1 and 3.9.2.2), the undischarged Final Outstanding Minimum DPP Amount will be settled by the Purchaser paying to the Seller a cash amount byway of an electronic funds transfer of immediately available funds to the Seller's Bank Account by no later than 24 hours after 13h00 on the Settlement Date.

3.11 Together, the:

3.11.1 aggregated Deferred Purchase Price Payments received by the Seller (for the avoidance of doubt, inrespect of the DPP Initial Period and, if the Purchaser exercises the election in paragraph 3.4.2 to extend the DPP Initial Period, in respect of the DPP Extended Period); and

3.11.2 the Outstanding Minimum DPP Amount or, if the Purchaser exercises the election in paragraph 3.4.2 to extend the DPP Initial Period, the Final Outstanding Minimum DPP Amount,

will be the "Deferred Purchase Price" or the "DPP", which comprises part of the Unadjusted Purchase Price.

4. Purchase Price Reductions

4.1 In respect of each PPR Measurement Period falling in the PPR Period, if the Distributable Free Cash Flow is a negative number, the Unadjusted Purchase Price will be adjusted downwards by an amount equal to the lesserof:

4.1.1 the Reduction Amount; and

4.1.2 the amount by which such Distributable Free Cash Flow is less than R0.00,

(calculated with reference to the Distributable Free Cash Flow reflected in the corresponding DFCF Statementfor the DPP Measurement Period) (each such payment being a "Purchase Price Reduction Payment").

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4.2 Within 5 Business Days after the determination of each DFCF Statement in accordance with paragraph 2.9 or2.14, the Seller shall pay any Purchase Price Reduction Payment, to the Purchaser by way of an electronic fundstransfer of immediately available funds to the Purchaser's Bank Account.

5. Further Purchase Price Reduction

5.1 If the Seller does not comply with the undertaking in clause 15.2 of this Agreement, then the Initial Upfront Purchase Price will be adjusted downwards, after the Effective Date, by an amount equal to the amount perTransferring BU Employee reflected (for the relevant year in which the Effective Date falls) in the table belowmultiplied by the number of Transferring BU Employees which are in excess of the corresponding acceptable variance number indicated in the table below; plus (ii) the amount per Transferring TP Employee reflected (forthe relevant year in which the Effective Date falls) in the table below multiplied by the number of Transferring TP Employees which are in excess of the corresponding acceptable variance number indicated in the table below(such total amount, being "the Further Purchase Price Reduction Amount"):

2016 Base CasePlan

Acceptable Variance

Total Purchase Price

Adjustment per person

Fraser Alexander contractors for tailings retreatment [***] [***] [***]

Bargaining unit employees (Patterson D1 and below) [***] [***] [***] [***]

Total package employees (Patterson D2 and above) [***] [***] [***] [***]

Total [***]

2017 Base CasePlan

Acceptable Variance

Total Purchase Price

Adjustment per person

Fraser Alexander contractors for tailings retreatment

[***] [***] [***] [***]

Bargaining unit employees (Patterson D1 and below) [***] [***] [***] [***]

Total package employees (Patterson D2 and above) [***] [***] [***] [***]

Total [***]

5.2 The Seller shall pay any amount due to the Purchaser in terms of paragraph 5.1 (each such payment being a"Further Purchase Price Reduction Payment"), to the Purchaser by way of an electronic funds transfer ofimmediately available funds to the Purchaser's Bank Account, within 15 Business Days after the Effective Date.

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6. Trigger Events and consequences

6.1 Each of the matters, circumstances and events set out in this paragraph 6.1 is a Trigger Event (whether or not caused by any reason whatsoever outside of the control of the Purchaser, SGL or any other person), if it takesplace during the DPP Period, unless otherwise expressly agreed by the Seller in writing:

6.1.1 the Purchaser and/or SGL breaches any of the warranties or representations in clauses 19 or 20 of thisAgreement, excluding only the warranties (insofar as they relate to the Purchaser) in each of clauses 19.1.1, 19.1.2 and 19.1.3;

6.1.2 the sale, lease, disposal or other transfer (excluding only to another member of SGL's Group) of all or thegreater part of the assets or undertaking (fairly valued) of either of (i) SGL; and/or (ii) SGL's Group taken asa whole, whether in a single transaction or a series of related or unrelated transactions and whether voluntaryor involuntary. For purposes of this paragraph 6.1.2, a transfer shall include any form of transfer, or anychange in legal entity, by operation of law by way of or following an amalgamation or merger under section 113 of the Companies Act;

6.1.3 the sale, lease, disposal or other transfer by the Seller of any assets of or arising from the Sold Business(including, without limitation, the Sale Assets) which is not on arms-length terms and/or at fair market value, and which exceed, in any Measurement Period, an aggregate fair market value of R20,000,000.00 (pro-rated to the extent that any relevant Measurement Period is less than 12 months). For purposes of thisparagraph 6.1.3, a transfer shall include any form of transfer, or any change in legal entity, by operation oflaw by way of or following an amalgamation or merger under section 113 of the Companies Act;

6.1.4 the delisting of SGL from the JSE;

6.1.5 the temporary (for in excess of 5 consecutive Trading Days or 10 non-consecutive Trading Days in any 30 day period) or permanent suspension from trading on the JSE of any of the SGL Shares;

6.1.6 SGL breaches (i) any of its obligations under (a) any provision of Annexe J or Annexe K of this Agreement; or (b) any material provision of this Agreement; or (ii) any provision of the SGL Guarantee and where such breach is capable of remedy, fails to remedy such breach within the original remedy period stipulated in thisAgreement and/or the SGL Guarantee (as relevant);

6.1.7 any of:

6.1.7.1 SGL breaches any provision of its memorandum of incorporation or any shareholders or similaragreement to which it is a party; and/or

6.1.7.2 any other member of SGL's Group breaches any provision of its memorandum of incorporation or anyshareholders or similar agreement to which it is a party,

if such breach has or is reasonably likely to have a Material Adverse Effect;

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6.1.8 any provision of:

6.1.8.1 SGL's memorandum of incorporation or any shareholders or similar agreement to which it is a party isamended, varied or cancelled in any way,

if such amendment, variation or cancellation has or is reasonably likely to have a Material Adverse Effect;

6.1.9 SGL rescinds or purports to rescind, or repudiates or purports to repudiate, or cancels or purports to cancel(other than in accordance with its terms) this Agreement and/or the SGL Guarantee and/or any materialrights and/or obligations arising from or in connection with this Agreement and/or the SGL GuaranteethisAgreement and/or the SGL Guarantee;

6.1.10 the SGL Guarantee is terminated and/or is or becomes unlawful, illegal, invalid and/or unenforceable and/orit is or becomes unlawful for SGL to exercise any of its rights and/or perform any of its obligations under thisAgreement and/or the SGL Guarantee or to comply with this Agreement and/or the SGL Guarantee;

6.1.11 Financial Indebtedness of (i) SGL and (ii) all other members of SGL Group in aggregate in excess ofR500,000,000.00, has not been paid when due or within any originally applicable grace period;

6.1.12 commitments for any Financial Indebtedness of (i) SGL and (ii) all other members of SGL Group in aggregate in excess of R500,000,000.00, has been cancelled or suspended by a creditor of SGL and/or other memberof SGL Group (as relevant) as a result of an event of default (however described);

6.1.13 Financial Indebtedness of (i) SGL and (ii) all other members of SGL Group in aggregate in excess of R500,000,000.00 has been declared to be or has otherwise become due and payable prior to its specifiedmaturity as a result of an event of default (however described);

6.1.14 creditors of (i) SGL and (ii) all other members of SGL Group in aggregate in excess of R500,000,000.00become entitled to declare any Financial Indebtedness of SGL and/or other member of SGL Group (as relevant) due and payable prior to its specified maturity as a result of an event of default (however described);

6.1.15 any event or circumstance occurs or is outstanding which has or is reasonably likely to have a MaterialAdverse Effect;

6.1.16 any Insolvency Event occurs, is taken or is threatened in relation to:

6.1.16.1 SGL; and/or

6.1.16.2 any other member of SGL's Group, if such Insolvency Event has or is reasonably likely to have a Material Adverse Effect;

6.1.17 any attachments, sequestrations, distresses or executions or any analogous processes in any jurisdictionaffect any asset or assets of (i) SGL and (ii) all other members of SGL Group having an aggregate value in excess of R500,000,000.00;

6.1.18 any provision of this Agreement and/or the SGL Guarantee is or is purported to be cancelled or suspended(whether entirely, partially or conditionally) by SGL, or any

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liquidator, business rescue practitioner, receiver, administrative receiver, administrator, compulsory manageror other similar officer, or by any court, in respect of SGL, as a result of an Insolvency Event;

6.1.19 all or a greater part of the undertakings, assets, shares or ownership interests (fairly valued) of:

6.1.19.1 SGL; and/or

6.1.19.2 any other member of SGL's Group, if this has or is reasonably likely to have a Material Adverse Effect,

is seized, nationalised, expropriated, restricted, attached under a writ of execution or compulsorily acquiredby or on behalf of, or under the authority of, any Governmental Authority;

6.1.20 either of:

6.1.20.1 SGL suspends or ceases to carry on (or threatens to suspend or cease to carry on), for a period inexcess of 6 months but excluding by reason of strikes or lock-outs affecting the relevant business, all or the greater part of its business; and/or

6.1.20.2 any other member of SGL's Group suspends or ceases to carry on (or threatens to suspend orcease to carry on), for a period in excess of 6 months but excluding by reason of strikes or lock-outs affecting the relevant business, all or the greater part of its business, if this has or is reasonably likely to have a Material Adverse Effect;

6.1.21 the Purchaser declares and/or pays any Distribution:

6.1.21.1 during the last DPP Measurement Period falling in the DPP Initial Period, before the Purchaser hasnotified its election to the Seller in terms of paragraph 3.4 and, either:

6.1.21.1.1 if the Purchaser has elected to settled to settle the Outstanding Minimum DPP Amount, the Purchaser has settled the Outstanding Minimum DPP Amount in accordance with paragraph 3.4.1; or

6.1.21.1.2 if the Purchaser has elected to extend the DPP Initial Period by the DPP Extended Period, the Deferred Purchase Price Payment (if any) for the last Measurement Period falling in the DPP InitialPeriod has been paid to the Seller;

6.1.21.2 during the last DPP Measurement Period falling in the DPP Extended Period, before (as relevant) (i)the Deferred Purchase Price Payment (or relevant part thereof) for the last Measurement Period fallingin the DPP Extended Period has been paid to the Seller; or (ii) the Purchaser has settled the Final Outstanding Minimum DPP Amount in accordance with paragraph 3.8;

6.1.22 any judgment of any court or any arbitration award made against (i) SGL and (ii) all other members of SGLGroup in aggregate in excess of R500,000,000.00 remains

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unsatisfied after the due date and has not been the subject to an application for review or appealed againstwithin the period allowed for such review or appeal.

6.2 Upon the occurrence of any one or more Trigger Events (and without prejudice to any other rights the Seller mayhave under this Agreement or at law) an amount equal to the Minimum DPP Amount less the aggregate DeferredPurchase Price Payments received by the Seller to date, shall become immediately due and payable and thePurchaser will be required to discharge such amount in cash by the Purchaser paying such amount to the Sellerby way of an electronic funds transfer of immediately available funds to the Seller's Bank Account within 3Business Days.

7. Subordination of claims

7.1 At all times during the DPP Period:

7.1.1 all Liabilities payable or owing by the Purchaser to SGL, and all the claims of SGL against the Purchaser,from time to time ("Par 7.1.1 Subordinated Debt") is subordinate in right of payment to all Liabilities payable or owing by the Purchaser to the Seller, and all the claims of the Seller against the Purchaser, from time totime ("Par 7.1.1 Senior Debt"), which (whether secured or unsecured) ranks in priority to the Par 7.1.1 Subordinated Debt in all respects;

7.1.2 except for a payment by the Purchaser to SGL which is expressly pre-approved by the Seller in writing, a payment of any amount of the Par 7.1.1 Subordinated Debt is conditional upon the Par 7.1.1 Senior Debthaving been irrevocably and unconditionally discharged in full;

7.1.3 all Liabilities payable or owing by SGL to the Purchaser, and all the claims of the Purchaser against SGL,from time to time ("Par 7.1.3 Subordinated Debt") is subordinate in right of payment to all Liabilities payableor owing by SGL to the Seller, and all the claims of the Seller against SGL, from time to time ("Par 7.1.3 Senior Debt"), which (whether secured or unsecured) ranks in priority to the Par 7.1.3 Subordinated Debt in all respects;

7.1.4 except for a payment by SGL to the Purchaser which is expressly pre-approved by the Seller in writing, a payment of any amount of the Par 7.1.3 Subordinated Debt is conditional upon the Par 7.1.3 Senior Debt having been irrevocably and unconditionally discharged in full.

7.2 If an Insolvency Event occurs in relation to the Purchaser, SGL undertakes in favour of the Seller that it will not,at any time during the Subordination Period, without the express prior written consent of the Seller:

7.2.1 claim, enforce and prove for any Par 7.1.1 Subordinated Debt owed to it by the Purchaser;

7.2.2 exercise any powers of convening meetings, voting and representation in respect of the Par 7.1.1Subordinated Debt owed to it by the Purchaser;

7.2.3 file claims and proofs, give receipts and take any proceedings in respect of the Par 7.1.1 Subordinated Debtowed to it by the Purchaser;

7.2.4 do anything to recover the Par 7.1.1 Subordinated Debt owed to it by the Purchaser; and

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7.2.5 receive any distributions on or in respect of the Par 7.1.1 Subordinated Debt owed to it by the Purchaser.

7.3 If an Insolvency Event occurs in relation to SGL, the Purchaser undertakes in favour of the Seller that it will not,at any time during the Subordination Period, without the express prior written consent of the Seller:

7.3.1 claim, enforce and prove for any Par 7.1.3 Subordinated Debt owed to it by SGL;

7.3.2 exercise any powers of convening meetings, voting and representation in respect of the Par 7.1.3 Subordinated Debt owed to it by SGL;

7.3.3 file claims and proofs, give receipts and take any proceedings in respect of the Par 7.1.3 Subordinated Debtowed to it by SGL;

7.3.4 do anything to recover the Par 7.1.3 Subordinated Debt owed to it by SGL; and

7.3.5 receive any distributions on or in respect of the Par 7.1.3 Subordinated Debt owed to it by SGL.

7.4 During the Subordination Period SGL shall not:

7.4.1 accelerate any of the Par 7.1.1 Subordinated Debt owed to it or otherwise declare any of that Par 7.1.1 Subordinated Debt prematurely due and payable;

7.4.2 obtain or enforce any judgement against the Purchaser in respect of the Par 7.1.1 Subordinated Debt owedto it;

7.4.3 enforce any security created in its favour or for its benefit by any document evidencing or recording the termsof, or any guarantee or security for, any Par 7.1.1 Subordinated Debt;

7.4.4 initiate or support or take any steps with a view to:

7.4.4.1 any insolvency, liquidation, reorganisation, business rescue, administration or dissolution proceedings;or

7.4.4.2 any voluntary arrangement or assignment for the benefit of creditors; or

7.4.4.3 any similar proceedings,

involving the Purchaser, whether by petition or an application to court, convening a meeting, voting for aresolution or otherwise; or

7.4.5 bring or support any legal proceedings against the Purchaser (or any of its subsidiaries); or

7.4.6 otherwise exercise any remedy for the recovery of the Par 7.1.1 Subordinated Debt.

7.5 During the Subordination Period the Purchaser shall not:

7.5.1 accelerate any of the Par 7.1.3 Subordinated Debt owed to it or otherwise declare any of that Par 7.1.3Subordinated Debt prematurely due and payable;

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7.5.2 obtain or enforce any judgement against SGL in respect of the Par 7.1.3 Subordinated Debt owed to it;

7.5.3 enforce any security created in its favour or for its benefit by any document evidencing or recording the termsof, or any guarantee or security for, any Par 7.1.3 Subordinated Debt;

7.5.4 initiate or support or take any steps with a view to:

7.5.4.1 any insolvency, liquidation, reorganisation, business rescue, administration or dissolution proceedings;or

7.5.4.2 any voluntary arrangement or assignment for the benefit of creditors; or

7.5.4.3 any similar proceedings,

involving SGL, whether by petition or an application to court, convening a meeting, voting for a resolution orotherwise; or

7.5.5 bring or support any legal proceedings against SGL (or any of its subsidiaries); or

7.5.6 otherwise exercise any remedy for the recovery of the Par 7.1.3 Subordinated Debt.

7.6 Each of the Purchaser and SGL will procure that (i) each other member of SGL's Group, from time to time, and(ii) all other direct shareholders of the Purchaser, agree to subordinate the Liabilities of the Purchaser to themon the same terms as those recorded in this paragraph 7, mutatis mutandis.

8. Pari passu ranking

8.1 Each of the Purchaser and SGL shall ensure that at all times any claims of the Seller against it under any TriggerAgreement rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors.

9. Undertakings

9.1 Each of the Purchaser and SGL (jointly and severally) undertakes to the Seller that during the DPP Period:

9.1.1 none of the Trigger Events will occur;

9.1.2 none of the Purchaser, SGL and/or any other member of SGL's group will change its financial year fromending at 31 December;

9.1.3 it will use all reasonable commercial endeavours to maximise the Distributable Free Cash Flow;

9.1.4 it shall not, directly or indirectly, take any action (or cause or permit anything to be done) with the purpose ofavoiding or reducing the amount of any Deferred Purchase Price Payment; and

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9.1.5 it will notify the Seller in writing within 2 Business Days after (i) any Trigger Event has occurred or is reasonably likely to occur, and (ii) it becomes aware of any Potential Trigger Event.

9.2 The Purchaser undertakes to the Seller that during the DPP Period it will notify the Seller in writing within 2 Business Days after it sells, leases, disposes of or otherwise transfers (also as envisaged in paragraph 6.1.2), any assets of or arising from the Sold Business (including, without limitation, the Sale Assets).

9.3 SGL undertakes to the Seller that during the DPP Period it will notify the Seller in writing within 2 Business Days after it any member of SGL's Group sells, leases, disposes of or otherwise transfers (also as envisagedin paragraph 6.1.2), in aggregate, any assets exceeding R500,000,000.00 (fairly valued) in any 12 monthperiod.

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Annexe L

Tailings dams

The map saved with the file name "Annexe L_Map of Tailings dams" on the CD / DVD signed by the Parties at the same time as signing this Agreement.

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Annexe M

Seller's Warranties

With the exception of Part B paragraph 1, specific references in this Annexe M to the “Seller” shall be deemed to refer to the Seller only in relation to the Business being sold by it under this Agreement. For the avoidance of doubt, the reference to "Business" in this Annexe M is reference to the "Business" as constituted at the date the Seller's Warranty is given irrespective of the reference to "Effective Date" in the definition of Business in clause 1.1.19.

The Seller gives the Purchaser the Warranties set out in this Annexe M on the basis, and subject to the provisions, of this Agreement.

Part A - Warranties in respect of the Business

1. Constitutional documents

1.1 The constitutional documents in folder 2.5.1 of the VDR in respect of the Seller are true and accurate copies and,so far as the Seller is aware, there have not been and are not any breaches by the Seller of its constitutionaldocuments which would have a material negative financial impact on the Business.

1.2 Save to the extent that failure to deliver or make the same would not have a material negative financial impacton the Seller, all filings, publications, registrations and other formalities required by applicable law to be delivered or made by the Seller to the CIPC have been duly delivered or made.

2. Special Purpose Accounts

The Special Purpose Accounts have been prepared on the basis of Annexure 1 to the Special Purpose Accounts andas extracted from the trial balance of the audited financial statements in respect of the Seller as at the Special Purpose Accounts Date.

3. Assets

3.1 Land and buildings

3.1.1 Title

The Seller is the owner of and is entitled to occupy the Immovable Properties.

3.1.2 Encumbrances

There are no material Encumbrances, easements and/or third-party rights registered or otherwise overthe Immovable Properties that materially negatively impacts the conduct of the Business.

3.1.3 Use and Occupation

3.1.3.1 Except to the extent that such occupation has no material adverse effect on the operations of theBusiness, only the Seller and/or Transferring Employees and occupants in respect of (written orunwritten) lease, use or

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similar agreements and arrangements will be in occupation of the Immovable Properties at the Effective Date.

3.1.3.2 Except to the extent that such use has no material adverse effect on the operations of the Business,the current use of all Immovable Properties complies with the conditions of title of those properties.

3.1.3.3 All written long term leases (enduring for 10 years or more) entered into have been registered in theDeeds Office.

3.2 Ownership of certain Sale Assets

3.2.1 So far as the Seller is aware, all of the Sale Assets (excluding (i) as at the Signature Date, the Business Sale Concentrate; (ii) at all dates on which this Seller’s Warranty is given, the Immovable Properties, theMining Right, the Prospecting Right, the Prospecting Right Applications; and (iii) to the extent not yet concluded as at any date on which this Seller’s Warranty is given, the Surface Lease), other than anyassets disposed of or realised between the Signature Date and the Effective Date in the ordinary courseof business, and excepting rights and retention of title arrangements arising by operation of law in theordinary course of business:

3.2.1.1 are legally and beneficially owned by the Seller; and

3.2.1.2 are, where capable of possession, in the possession or under the control of the Seller.

3.2.2 Save for any Allowed Encumbrance, none of the Sale Assets (subject to the same exclusions as underPart A paragraph 3.2.1) which are material assets is the subject of an Encumbrance (but excluding assetfinancing and funding arrangements (including finance and operating leases) for any of the movable SaleAssets.

4. Transferring Contracts

4.1 Transferring Contracts

There are no Material Transferring Contracts which:

4.1.1 are not in the ordinary course of business;

4.1.2 are not on an arm’s length basis;

4.1.3 are of a long term nature that have an unexpired term of 5 years or more and cannot be terminatedby the Seller at an earlier date; or

4.1.4 materially restrict the Seller's freedom to carry on the Business.

4.2 Agreements with connected parties

None of the Material Transferring Contracts has been concluded with any current or former employee of theBusiness or current or former director of the Seller or any related person (as the term 'related' is defined under the Companies Act) with any of such persons, other than on normal commercial terms in the ordinary course ofbusiness.

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5. Employees and Employee Benefits

5.1 Employees and terms of employment

Annexe E1 of the Agreement contains materially accurate details, in relation to the Business, as at 31 August2015, of:

5.1.1 the total number of Signature Date Employees; and

5.1.2 the names, accrued severance pay, accrued leave and any other accrued benefits in respect of the SignatureDate Employees.

5.2 Termination of employment

In the six months prior to the Signature Date, the Seller has not received written notice of the intention of any Senior Employee to terminate his or her employment or provision of services.

5.3 Trade unions

The VDR discloses the names of all trade unions which the Seller recognises in relation to the Business.

5.4 Collective bargaining agreements

The union recognition agreements, collective agreements and other similar and/or related relevant agreements contained in the VDR are all the material collective agreements between the Seller and trade unions in relation tothe Business.

5.5 Employee claims against the Seller

The details of material employment related claims and/or investigations against the Seller in relation to theBusiness are set out in the VDR (and for this purpose, "material" will mean, in instances which can be quantified,R5,000,000.00).

5.6 Contributions and levies

The contributions and levies required to be paid by the employer of the Signature Date Employees in terms of theUnemployment Insurance Contributions Act, 4 of 2002, the Compensation for Occupational Injuries and DiseasesAct, 130 of 1993 and the Skills Development Levies Act, 97 of 1998, have been paid by the Seller.

6. Licences and Consents

All Permits, other than such the absence of which would not have a material negative financial impact on the Business, required for the activities of the Business as at the Signature Date have been obtained, are in force and,so far as the Seller is aware, are being complied with in all material respects. So far as the Seller is aware, no noticeto suspend or revoke such Permits has been received by the Seller.

7. Compliance with Laws

7.1 So far as the Seller is aware, there is no order, decree, decision or judgment of, any court, tribunal or arbitratorwhich relates to the Business (excluding in relation to Tax

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matters), in which the Seller is a defendant and which is outstanding and which will have a material negative financial impact upon the Business.

7.2 The Seller has not received any written notice during 12 month period prior to the Signature Date from any court,tribunal, arbitrator or Governmental Authority with respect to a violation and/or failure to comply with any applicable law or regulation in relation to the Business (excluding in relation to Tax matters), or requiring it to takeor omit any action which in any case would have a material negative financial impact on the Business.

8. Environment

8.1 The Seller is conducting the Business in material compliance with those Environmental Laws in respect of whicha failure to comply would have a material negative financial impact on the Business and constitute an offence in terms of the Environmental Laws.

8.2 The Environmental Approvals (together with (i) all other all permits, authorisations, exemptions, permissions, licences and/or entitlements issued by any Governmental Authority, as at the Effective Date, held by the Seller and used non-exclusively in the conduct of the Business as at the Effective Date; (ii) the Main IWUL, (iii) the Mining Right, (iv) the Prospecting Right and (v) the Surface Rights Permits) comprise the material environmentalpermits which are required for the activities of the Business as conducted at the Signature Date and the Environmental Approvals are in force.

8.3 The Seller has not received any written statutory compliance notice from any Environmental Authority during the12 month period prior to the Signature Date alleging material non-compliance of the Seller in relation to the Business with Environmental Laws or any Environmental Approvals in relation to the Business and in respect ofwhich regulatory action in respect of the same is outstanding at the Signature Date. In respect of non-compliance notice received or any other environmental deviation identified prior to this period, an appropriate mitigation planand/or measures have been put in place to address these.

9. Litigation

9.1 Current proceedings

The Seller is not a party to any litigation or arbitration (other than as claimant in the collection of debts arising inthe ordinary course of its business) in relation to the Business which would be likely to have a material negative financial impact on the Business (and for this purpose, material will mean, in instances which can be quantified,R50,000,000.00).

9.2 Pending or threatened proceedings

So far as the Seller is aware, no such litigation or arbitration that would fall within Part A paragraph 9.1 is pending or threatened by or against the Seller in relation to the Business.

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10. Mining Right and Prospecting Right

Subject to any Allowed Encumbrance:

10.1 as at the Effective Date only, the Seller is the sole holder and beneficial owner of the Mining Right;

10.2 as at the Effective Date only, the Mining Right has not been offered as security to any person nor is it the subjectof any Encumbrance which would in any way limit the ability of the Seller to enter into this Agreement;

10.3 as at the Effective Date only, the Mining Right is current, valid and enforceable in accordance with all applicablelaws;

10.4 as at the Effective Date only, no person has any right, option, right of pre-emption or right of first refusal to acquire and/or market any minerals mined in, on or under the Mining Right;

10.5 as at the Effective Date only, no notice has been given of any actions, suits or legal, administrative or otherproceedings or investigations, pending or threatened, before any court, agency or other tribunal in respect of theMining Right which might adversely affect such right;

10.6 the Seller is the sole holder and beneficial owner of the Prospecting Right;

10.7 the Prospecting Right has not been offered as security to any person nor is it the subject of any Encumbrancewhich would in any way limit the ability of the Seller to enter into this Agreement;

10.8 no person has any right, option, right of pre-emption or right of first refusal to acquire the Prospecting Right; and

10.9 no notice has been given of any actions, suits or legal, administrative or other proceedings or investigations,pending or threatened, before any court, agency or other tribunal in respect of the Prospecting Right which mightadversely affect such right.

11. Undisclosed Assumed Liabilities

11.1 As at the Signature Date only, there is no individual Assumed Liability which exceeds [***] or Assumed Liabilities (each not exceeding [***] individually) which in aggregate exceed [***], other than:

11.1.1 Liabilities disclosed or reflected in, provided for, forming the basis or a component of or otherwise taken intoaccount or forming an input into, any aspect of:

11.1.1.1 the Special Purpose Accounts;

11.1.1.2 the Base Case Plan; and/or

11.1.1.3 any items in the Table;

11.1.2 Disclosed Matters (including Liabilities contained, disclosed or referred to in any of the Disclosed Materials);

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11.1.3 Liabilities which will (or the class or type of which will) be taken into account in the calculation of anycomponent or aspect of the Purchase Price; and

11.1.4 Liabilities to Employees reflected in Annexe E1, Liabilities to Creditors reflected in Annexe W and Liabilitiesunder Transferring Contracts, which Transferring Contracts are referred to in Annexe B1,

provided that the value of (i) any individual Assumed Liability will be reduced by the value of any correspondingSale Asset which also does not fall under one of the exclusions in paragraphs 11.1.1, 11.1.2, 11.1.3 or 11.1.4;and (ii) the aggregate Assumed Liabilities will be reduced by the aggregate value of any Sale Assets (not alreadycounted under (i)) which also do not fall under one of the exclusions in paragraphs 11.1.1, 11.1.2, 11.1.3 or 11.1.4.

Each of the exclusions in paragraphs 11.1.1, 11.1.2, 11.1.3 and 11.1.4 shall be a separate exclusion and in noway limited or restricted by any reference to or inference from the terms of any other exclusion or by any otherprovision in this Agreement.

11.2 As at the Effective Date only, there is no individual Assumed Liability which exceeds [***] or Assumed Liabilities (each not exceeding [***] individually) which in aggregate exceed [***], other than:

11.2.1 Liabilities disclosed or reflected in, provided for, forming the basis or a component of or otherwise taken intoaccount or forming an input into, any aspect of:

11.2.1.1 the Special Purpose Accounts;

11.2.1.2 the Base Case Plan; and/or

11.2.1.3 any items in the Table;

11.2.2 Disclosed Matters (including Liabilities contained, disclosed or referred to in any of the Disclosed Materials);

11.2.3 Liabilities which will (or the class or type of which will) be taken into account in the calculation of any aspectof the Purchase Price; and

11.2.4 Liabilities to Employees reflected in Annexe E1 (as updated in terms of paragraph 1.6 of Annexe E), Liabilitiesto Creditors reflected in Annexe W (which Annexe W may be updated by the Seller and delivered to thePurchaser prior to the Effective Date for all Liabilities to Creditors incurred in the ordinary course of businessof the Business in the Interim Period); and Liabilities under Transferring Contracts, which TransferringContracts are referred to in Annexe B1 (which Annexe B1 may be updated by the Seller and delivered to thePurchaser prior to the Effective Date for all Liabilities under Transferring Contracts incurred in the ordinarycourse of business of the Business in the Interim Period),

provided that the value of (i) any individual Assumed Liability will be reduced by the value of any corresponding Sale Asset which also does not fall under one of the exclusions in paragraphs 11.1.1, 11.1.2, 11.1.3 or 11.1.4;and (ii) the aggregate Assumed Liabilities will be reduced by the aggregate value of any Sale Assets (not already counted under (i)) which also do not fall under one of the exclusions in paragraphs 11.1.1, 11.1.2, 11.1.3 or 11.1.4.

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Each of the exclusions in paragraphs 11.2.1, 11.2.2, 11.2.3 and 11.2.4 shall be a separate exclusion and in noway limited or restricted by any reference to or inference from the terms of any other exclusion or by any otherprovision in this Agreement.

12. Compliance with Securities Laws

12.1 The Seller is not located in the United States and is not a “U.S. Person” (as defined in Rule 902(k) of RegulationS under the Securities Act).

12.2 The Seller understands that the Consideration Shares are being allotted and issued pursuant to an exemptionfrom registration under the Securities Act and that such securities may not be resold or otherwise transferredexcept (i) outside the United States pursuant to Rule 903 or Rule 904 of Regulations S under the Securities Act,(ii) pursuant to Rule 144 under the Securities Act (if available), (iii) pursuant to an effective registration statementunder the Securities Act or (iv) pursuant to another applicable exemption from, or transaction not subject to, theregistration requirements under the Securities Act.

12.3 In the event that the Seller is not an affiliate of SGL within the meaning of the U.S. federal securities laws, theSeller agrees that it will not offer or sell the Consideration Shares within the United States or to, or for the accountor benefit of, U.S. persons until 40 days after such Consideration Shares have been allotted and issued to it andif the Seller is an affiliate of SGL within the meaning of the U.S. federal securities laws, the Seller acknowledgesand understands that the Consideration Shares will be "restricted" within the meaning of Rule 144 under theSecurities Act, and subject to the resale and transfer restrictions thereunder.

12.4 The Seller understands that it may not deposit the Consideration Shares into any unrestricted depositary facilityestablished or maintained by any depositary bank, except to the extent that such Consideration Shares are notsubject to resale or transfer restrictions under paragraph 12.3or otherwise under the U.S. federal securities laws,and that the Consideration Shares will not be capable of being traded on the New York Stock Exchange orclearing through the facilities of DTCC or any other U.S. clearing system.

Part B - General warranties

1. Insolvency

1.1 The Seller is able to pay its debts as they fall due.

1.2 There are no proceedings in relation to any compromise or arrangement with creditors or any winding up,bankruptcy or other insolvency proceedings concerning the Seller.

1.3 So far as the Seller is aware, no steps have been taken to enforce any security over any of its assets and noevent has occurred to give the right to enforce such security.

2. General - Authority and capacity

2.1 The Seller is validly existing and a company duly incorporated under the laws of South Africa.

2.2 Subject to satisfaction of the Conditions Precedent, the Seller has the necessary legal capacity and powers toenter into and perform each of its obligations under this Agreement and any other documents to be executed byit pursuant to or in connection

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with this Agreement and has taken all necessary corporate and/or internal action to authorise the execution andperformance of this Agreement and such documents.

2.3 The documents referred to in Part B paragraph 2.2 will, when executed, constitute valid and binding obligations of the Seller, in accordance with their respective terms.

2.4 The execution of this Agreement and performance by the Seller of its obligations hereunder does not:

2.4.1 contravene any law or regulation to which the Seller is subject, from time to time; or

2.4.2 contravene any rule or requirement of the JSE or the rules of any other stock exchange to which it may besubject, from time to time;

2.4.3 contravene any provision of the Seller's memorandum of incorporation, from time to time; or

2.4.4 conflict with, or result in a breach of any of the terms of, or constitute a default or termination event (in eachcase, howsoever described) under any agreement or other instrument to which the Seller is a party or subject or by which it or any of its assets are bound, from time to time.

2.5 The provisions of this Agreement are legally binding on the Seller and the execution and performance of all rightsand obligations imposed on it pursuant to this Agreement constitute legal, valid, binding and enforceable rightsand obligations of the Seller.

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Annexe M1

List of persons

1. All members of the Seller's Executive Committee and Board of Directors

2. The Business Senior General Manager and Business Heads of Department (if they attended the Management Presentation)

3. The Concentrator Manager and Concentrator Heads of Department (if they attended the Management Presentation)

4. The Mine Shaft General Managers and Mine Shaft Heads of Department (if they attended the Management Presentation)

163

Annexe N

Retained and Non-Retained Land

The map saved with the file name "Annexe N_Map of Retained and Non-Retained Land" on the CD / DVD signed by the Parties at the same time as signing this Agreement.

164

Annexe O

Bafokeng Land

The map saved with the file name "Annexe O_Map of Bafokeng Land" on the CD / DVD signed by the Parties at the same time as signing this Agreement.

165

Annexe P

Mine Area

The map saved with the file name "Annexe P_Map of Mine Area" on the CD / DVD signed by the Parties at the same time as signing this Agreement.

166

Annexe Q

Non Mine Area Leased Properties

All of the properties listed in the exel file (all tabs / sheets) saved with file name "Annexe Q_Non mine Area Leased Properties" on the CD / DVD signed by the Parties at the same time as signing this Agreement.

167

Annexe R

Deed of Cession: Prospecting Right

Protocol No

NOTARIAL DEED OF CESSION (PROSPECTING RIGHT)

BE IT HEREBY MADE KNOWN:

THAT on the [●] day of [●], before me,

[NOTARY PUBLIC]

Notary Public, duly admitted and sworn, residing and practising at Johannesburg in the Province of Gauteng, and in the presence of the subscribing witnesses, personally came and appeared -

[APPEARER]

in [his/her] capacity as the attorney and agent of -

1 RUSTENBURG PLATINUM MINES LIMITED

(registration number 1931/003380/06)

(hereinafter referred to as the "Cedent")

[s/he], the said Appearer, being duly authorised hereto under and by virtue of a power of attorney granted in [his/her] favour on the [insert day] day of [insert month] [insert year] by [insert], in [his/her] capacity as the duly authorised representative of the Cedent under and by virtue of a resolution of the directors of the Cedent passed on the [insert day] day of [insert month] [insert year];

and

2 SIBANYE RUSTENBURG PLATINUM MINES PROPRIETARY LIMITED


(hereinafter referred to as the "Cessionary")

[s/he], the said Appearer, being duly authorised hereto under and by virtue of a power of attorney granted in [his/her] favour on the [insert day] day of [insert month] [insert year] by [insert], in [his/her] capacity as the duly authorised representative of the Cessionary under and by virtue of a resolution of the directors of the Cessionary passed on the [insert day] day of [insert month] [insert year];

which powers of attorney and certified copies of which resolutions have this day been exhibited to me, the Notary, and now remain filed in my Protocol;

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AND THE APPEARERS DECLARED THAT WHEREAS:

A the Cedent is the holder of prospecting right (with reference NW 1263 PR), converted under Item 6 Schedule II of the MPRDA, held by the Seller in respect of platinum, palladium, rhodium, osmium, iridium, ruthenium, gold, silver, copper and nickel ("Prospecting Right");

B in terms of a sale and purchase agreement entered into between, inter alia, the Cessionary and the Cedent dated [insert], as amended from time to time ("Sale Agreement"), the Cedent agreed to sell and cede (inter alia) its right, title and interest in and to the Prospecting Right to the Cessionary, which sale and cession the Cessionary is prepared to accept; and

C [the Director-General of the Department of Mineral Resources, by virtue of the powers delegated to him,] [the Minister] consented to the cession on [insert], in terms of section 11 of the Mineral and Petroleum Resources Development Act, 28 of 2002.

NOW THEREFORE THESE PRESENTS WITNESS:

1. CESSION

The Cedent hereby cedes, assigns, transfers and makes over its right, title and interest in the Prospecting Right, to the Cessionary, with effect from the date of signature hereof, subject to such terms and conditions as are mentioned or referred to in the Prospecting Right, and the Cessionary hereby accepts the cession and assignment of the Cedent's right, title, interest in and to the Prospecting Right, with effect from the date of signature hereof.

2 CONSIDERATION

Consideration for the cession of the Cedent's right, title and interest in and to the Prospecting Right will be as determined in accordance with, and will be payable by the Cessionary to the Cedent in terms of, the provisions of the Sale Agreement. Such consideration includes value-added tax at the rate of 0% in terms of the Value Added Tax Act, 89 of 1991 (as the Prospecting Right, in terms of the Sale Agreement, is part of the sale of a business as a going concern).

3 COSTS

The Cessionary will bear and pay all legal costs and expenses of and incidental to the preparation and registration of this cession.

THUS DONE AND EXECUTED at [insert] on the day, month and year first aforewritten in the presence of the undersigned witnesses.

AS WITNESSES

1.

q.q. CEDENT

2.

q.q. CESSIONARY

169

QUOD ATTESTOR

NOTARY PUBLIC

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Annexe S

Deed of Cession: Mining Right

Protocol No

NOTARIAL DEED OF CESSION (MINING RIGHT)

BE IT HEREBY MADE KNOWN:

THAT on the [●] day of [●], before me,

[NOTARY PUBLIC]

Notary Public, duly admitted and sworn, residing and practising at Johannesburg in the Province of Gauteng, and in the presence of the subscribing witnesses, personally came and appeared -

[APPEARER]

in [his/her] capacity as the attorney and agent of -

1 RUSTENBURG PLATINUM MINES LIMITED


(hereinafter referred to as the "Cedent")

[s/he], the said Appearer, being duly authorised hereto under and by virtue of a power of attorney granted in [his/her] favour on the [insert day] day of [insert month] [insert year] by [insert], in [his/her] capacity as the duly authorised representative of the Cedent under and by virtue of a resolution of the directors of the Cedent passed on the [insert day] day of [insert month] [insert year];

and

2 SIBANYE RUSTENBURG PLATINUM MINES PROPRIETARY LIMITED


(hereinafter referred to as the "Cessionary")

[s/he], the said Appearer, being duly authorised hereto under and by virtue of a power of attorney granted in [his/her] favour on the [insert day] day of [insert month] [insert year] by [insert], in [his/her] capacity as the duly authorised representative of the Cessionary under and by virtue of a resolution of the directors of the Cessionary passed on the [insert day] day of [insert month] [insert year];

which powers of attorney and certified copies of which resolutions have this day been exhibited to me, the Notary, and now remain filed in my Protocol;

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AND THE APPEARERS DECLARED THAT WHEREAS:

A the Cedent is the holder of mining right (with reference NW30/5/1/2/2/82 MR) ("Mining Right");

B in terms of a sale and purchase agreement entered into between, inter alia, the Cessionary and the Cedent dated [insert], as amended from time to time ("Sale Agreement"), the Cedent agreed to sell and cede (inter alia) its right, title and interest in and to the Mining Right to the Cessionary, which sale and cession the Cessionary is prepared to accept; and

C [the Director-General of the Department of Mineral Resources, by virtue of the powers delegated to him,] [the Minister] consented to the cession on [insert], in terms of section 11 of the Mineral and Petroleum Resources Development Act, 28 of 2002.

NOW THEREFORE THESE PRESENTS WITNESS:

2. CESSION

The Cedent hereby cedes, assigns, transfers and makes over its right, title and interest in the Mining Right, to the Cessionary, with effect from the date of signature hereof, subject to such terms and conditions as are mentioned or referred to in the Mining Right, and the Cessionary hereby accepts the cession and assignment of the Cedent's right, title, interest in and to the Mining Right, with effect from the date of signature hereof.

2 CONSIDERATION

Consideration for the cession of the Cedent's right, title and interest in and to the Mining Right will be as determined in accordance with, and will be payable by the Cessionary to the Cedent in terms of, the provisions of the Sale Agreement. Such consideration includes value-added tax at the rate of 0% in terms of the Value Added Tax Act, 89 of 1991 (as the Mining Right, in terms of the Sale Agreement, is part of the sale of a business as a going concern).

3 COSTS

The Cessionary will bear and pay all legal costs and expenses of and incidental to the preparation and registration of this cession.

THUS DONE AND EXECUTED at [insert] on the day, month and year first aforewritten in the presence of the undersigned witnesses.

AS WITNESSES

1.

q.q. CEDENT

2.

q.q. CESSIONARY

172

QUOD ATTESTOR

NOTARY PUBLIC

173

Annexe T

Legal Opinion

[Note: to be transcribed on letterhead of ENSafrica]

Rustenburg Platinum Mines Limited ("RPM") 55 Marshall Street Marshalltown Johannesburg 2001 South Africa

[Insert date, being the Effective Date]

Dear Sirs

LEGAL OPINION IN RELATION TO THE ALLOTMENT AND ISSUE, AS WELL AS LISTING, OF CONSIDERATION SHARES ON THE EXCHANGE OPERATED BY THE JSE LIMITED

1. Introduction

1.1 We, Edward Nathan Sonnenbergs Inc. (trading as ENSafrica), have acted as South African legal advisers to theIssuer in connection with the Transaction envisaged by the Sale Agreement.

1.2 We have taken instructions solely from the Issuer and have been requested to provide the opinions set out in thisOpinion Letter in connection with the Transaction and the Sale Agreement.

1.3 The issuance of this Opinion Letter shall not be taken as an implication that we owe a fiduciary duty or a contractual duty of care to any person who is not our client.

1.4 Notwithstanding the foregoing, this Opinion Letter is issued on a reliance basis to, and for the benefit of, RPM.

2. Definitions

2.1 In this Opinion Letter:

2.1.1 "Assumptions" means the assumptions set out in paragraph 5 below;

2.1.2 "Business" means the going concern exploration, development, mining, Concentrating and tailings re-processing business and activities related thereto conducted by RPM (including at the Mines, the Concentrator Complex, the Tailings Assets and the infrastructure and operations indicated in Annexe V of the Sale Agreement), as part of the Rustenburg Section and as at the Effective Date, in respect of whichRPM sells and transfers to the Purchaser (in accordance with the Sale Agreement) the (i) Sale Assets; and(ii) Assumed Liabilities only (and all references to the "Business" will be construed accordingly). For the avoidance of

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doubt and without limitation, the Business excludes all Smelting and Refining Operations;

2.1.3 "Commission" means the Companies and Intellectual Property Commission established under section 185 of the Companies Act;

2.1.4 "Companies Act" means the Companies Act No 71 of 2008;

2.1.5 "Consideration Shares" means the Consideration Shares (as such term is defined in the Sale Agreement)allotted and issued to RPM on the date hereof;

2.1.6 "Issuer" means Sibanye Gold Limited, registration number 2002/031431/06, a public company incorporated andregistered in accordance with the laws of South Africa;

2.1.7 "Issuer Board" means the board of directors of the Issuer from time to time;

2.1.8 "Issuer MOI" means the memorandum of incorporation of the Issuer adopted by the Issuer's shareholders on[insert date] and in force as at the date hereof;

2.1.9 "JSE" means the JSE Limited, registration number 2005/022939/06, a public company incorporated andregistered in accordance with the laws of South Africa and licensed as an exchange in terms of the FinancialMarkets Act No 19 of 2012;

2.1.10 "Listing" means the admission to listing of all of the Consideration Shares on the main board of the exchangeoperated by the JSE;

2.1.11 "Listings Requirements" means the Listings Requirements of the JSE, from time to time;

2.1.12 "Opinion Letter" means the opinion letter set out in this document;

2.1.13 "Purchaser" means Sibanye Rustenburg Platinum Mines Proprietary Limited, registration number2015/305479/07, a private company incorporated and registered in accordance with the laws of South Africa;

2.1.14 "Purchaser Board" means the board of directors of the Purchaser from time to time;

2.1.15 "Purchaser MOI" means the memorandum of incorporation of the Purchaser adopted by the Purchaser'sshareholders on [insert date] and in force as at the date hereof;

2.1.16 "Qualifications" means the qualifications set out in paragraph 7 below;

2.1.17 "RPM" means Rustenburg Platinum Mines Limited, registration number 1931/003380/06, a public companyincorporated and registered in accordance with the laws of South Africa;

2.1.18 "Sale Agreement" / "SPA" means the sale and purchase agreement entered into between the Issuer, thePurchaser and RPM on [insert date of last signature] in relation to the Transaction (as amended from time to time in accordance with the provisions thereof);

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2.1.19 "South Africa" means the Republic of South Africa; and

2.1.20 "Transaction" means the acquisition by the Purchaser, from RPM, of the Business, as envisaged in, andsubject to the terms and conditions of, the Sale Agreement.

2.2 Capitalised terms not defined in this Opinion Letter shall have the same meanings ascribed thereto in the SaleAgreement.

2.3 Any reference to any statute or regulation in this Opinion Letter constitutes a reference to such statute or regulation as amended or substituted from time to time.

3. Documents Reviewed

3.1 For purposes of providing the opinions set out in this Opinion Letter, we have examined the following documents:

3.1.1 a copy of the notice of incorporation and registration certificate of the Issuer;

3.1.2 a copy of the Issuer MOI;

3.1.3 a certified extract of the minutes of a general meeting of the Issuer's shareholders dated [insert date]recording, among other things, a special resolution of the Issuer's shareholders passed on [insert date]adopting the Issuer MOI in substitution for the previous memorandum of incorporation of the Issuer;

3.1.4 a Form CoR 15.2 dated [insert date] which was filed at the Commission on [insert date] in respect of the adoption of the Issuer MOI;

3.1.5 a certificate of confirmation issued by the Commission dated [insert date] confirming the registration of theIssuer MOI;

3.1.6 a copy of the notice of incorporation and registration certificate of the Purchaser;

3.1.7 a copy of the Purchaser MOI;

3.1.8 a certified extract of the minutes of a general meeting of the Purchaser's shareholders dated [insert date]recording, among other things, a special resolution of the Purchaser's shareholders passed on [insert date]adopting the Purchaser MOI in substitution for the previous memorandum of incorporation of the Purchaser;

3.1.9 a Form CoR 15.2 dated [insert date] which was filed at the Commission on [insert date] in respect of the adoption of the Purchaser MOI;

3.1.10 a certificate of confirmation issued by the Commission dated [insert date] confirming the registration of thePurchaser MOI;

3.1.11 a certified extract of the minutes of a general meeting of the Issuer's shareholders dated [insert date]specifically approving (in terms of ordinary and/or special resolutions, as required) the issue of theConsideration Shares by the Issuer Board in terms of the Sale Agreement in accordance with the Companies Act, the Listings Requirements and the Issuer MOI;

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3.1.12 a certified extract of the minutes of a general meeting of the Issuer's shareholders dated [insert date]approving the Transaction and the Sale Agreement as required in terms of section 9 of the ListingsRequirements;

3.1.13 a certified extract of the minutes of a general meeting of the Issuer's shareholders dated [insert date]increasing (in terms of a special resolution) the authorised share capital of the Issuer from [insert initial share capital] to [insert final share capital];

3.1.14 a certified extract of the minutes of a meeting of the Issuer Board dated [insert date] allotting and issuing the Consideration Shares to RPM, for adequate consideration received by the Issuer as required in termsof section 40(1)(a) of the Companies Act;

3.1.15 a certified extract of the minutes of a general meeting of the Issuer's shareholders dated [insert date]resolving (in terms of a special resolution), in terms of sections 44 and 45 of the Companies Act, that theIssuer Board is authorised to provide, in terms of the Companies Act, any direct or indirect financialassistance to the Purchaser or any other person pursuant to, in connection with or related to any aspect of(i) the Issuer's assumption of a portion of, and discharge through the allotment and issue of ConsiderationShares, the Purchaser's obligation to discharge in terms of paragraph 2.5.2.2 of Annexe J of the SPA, the Initial Upfront Purchase Price in an amount equal to the Share Amount and (ii) the allotment and issue ofthe Consideration Shares (collectively, the "Financial Assistance");

3.1.16 a certified extract of the minutes of a meeting of the Issuer Board dated [insert date] resolving that the Issuer is able to give the Financial Assistance, including that the Issuer Board is satisfied that: (i) immediatelyafter providing the Financial Assistance, the Issuer will satisfy the solvency and liquidity test, as contemplated in section 4 of the Companies Act; (ii) the terms under which the Financial Assistance isproposed to be given are fair and reasonable to the Issuer; and (iii) all applicable requirements andrestrictions in respect of financial assistance set out in the Issuer MOI have been satisifed;

3.1.17 a certified extract of the minutes of a meeting of the Issuer Board dated [insert date] in terms of which, among other things, the execution of the Sale Agreement and the entry into and performance of thetransactions contemplated by the Sale Agreement by the Issuer specifically including, without limitation, thatthe Transaction and the issue of the Consideration Shares in terms of the Sale Agreement, was authorised;

3.1.18 a certified extract of the minutes of a meeting of the Purchaser Board dated [insert date] in terms of which, among other things, the execution of the Sale Agreement and the entry into and performance of thetransactions contemplated by the Sale Agreement by the Purchaser specifically including, without limitation,that the Transaction, was authorised;

3.1.19 an electronic search carried out on [insert date] at the Commission which indicated that, according to therecords of the Commission, as at that date, the Issuer was registered and still in business;

3.1.20 an electronic search carried out on [insert date] at the Commission which indicated that, according to therecords of the Commission, as at that date, the Purchaser was registered and still in business;

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3.1.21 the formal application for the Listing (Application for a listing of securities resulting from acquisitions,amalgamations/mergers, take-overs, share incentive schemes and convertible securities (Form A3)) ascontemplated in Schedule 2 of the Listings Requirements; and

3.1.22 a copy of a letter from the JSE addressed to the Issuer dated [insert date] regarding the granting ofapproval under the Listings Requirements for the Listing (the "Approval").

3.2 We have not conducted, or procured the conduct of, any investigation, other than a review of the documentslisted in this paragraph 3 and the Sale Agreement (collectively the "documents").

3.3 We have not reviewed or relied upon any documents other than the documents, nor have we made any other enquiries nor independently established the accuracy of the documents and/or searches referred to above.

4. Opinion Basis

The opinions given in this Opinion Letter are:

4.1 given on the basis that (i) they are subject to the Assumptions and the Qualifications; and (ii) we have receivedinstructions solely from the Issuer; and

4.2 strictly limited to the matters stated in paragraph 6 below and do not extend by implication or otherwise to anyother matters in connection with the documents. Furthermore, the statements in this Opinion Letter do notpurport to be an analysis of all of the rights and obligations of the Issuer and/or the Purchaser under the SaleAgreement under South African law, but are merely opinions regarding the effectiveness of, and the limitations South African law imposes on, the express terms of the Sale Agreement.

5. Assumptions

5.1 This Opinion Letter is based on the following assumptions, save where stated to the contrary:

5.1.1 the conformity to original documents of all documents submitted to us as copies and the authenticity andcompleteness of such original documents;

5.1.2 the execution of all the documents, as applicable, in substantially the form submitted to us and thegenuineness of all signatures on the originals of all such documents;

5.1.3 that all documents have become unconditional in accordance with their respective terms, as applicable,and, save in respect of the Issuer and the Purchaser as to matters of South African law, have been validlyand duly authorised, executed and (if necessary) delivered by all of the parties thereto, and that anyperson purporting to hold a particular office or to sign any document in any particular capacity, does infact hold that office or fill that capacity;

5.1.4 that the documents to which we have referred in this Opinion Letter (and the factual statements in thosedocuments) are, and remain accurate, up to date and that there have been no variations to any suchdocuments;

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5.1.5 that any minutes of meetings held by:

5.1.5.1 the Issuer's shareholders, Issuer Board and/or relevant committees of the Issuer Board (includingthe minutes of the respective meetings held by the Issuer's shareholders and Issuer Board, ascontemplated in paragraphs 3.1.2, 3.1.10, 3.1.11, 3.1.12, 3.1.13, 3.1.14, 3.1.15 and 3.1.16respectively); and

5.1.5.2 the Purchaser's shareholders, Purchaser Board and/or relevant committees of the PurchaserBoard (including the minutes of the meeting held by the Purchaser Board, as contemplated in paragraphs 3.1.7 and 3.1.17 respectively),

and any resolutions recorded therein, were duly passed, that all the authorisations constituted bythose minutes and resolutions and the delegation of authorities thereunder were validly made, and that those minutes and resolutions have not been amended or rescinded and remain in full forceand effect;

5.1.6 the (i) results of the electronic searches carried out at the Commission (as contemplated inparagraphs 3.1.18 and 3.1.19 above) are accurate in all relevant respects and do not fail to disclose anyrelevant matter; and (ii) directors named in the electronic searches carried out at the Commission (ascontemplated in paragraphs 3.1.18 and 3.1.19 above) are the only directors of the Issuer and thePurchaser (as relevant);

5.1.7 that the governmental or regulatory bodies which granted the Approval have been properly constitutedin accordance with applicable laws, regulations and rules, were duly authorised to grant the Approval andacted within the bounds of that authority;

5.1.8 that the Approval has not been amended or withdrawn, and is of full force and effect;

5.1.9 signatures, dates, stamps, seals and other markings on all statutory records are authentic, and allsignatories to the documents were duly authorised to sign them;

5.1.10 no party to the Sale Agreement has entered into the Sale Agreement in consequence of bad faith orfraud, coercion, duress, misrepresentation or undue influence or on the basis of a mistake of fact or lawor believing the Sale Agreement to be fundamentally different in substance or in kind from what it is;

5.1.11 at the time that the Sale Agreement was entered into, no party who can take the benefit of the opinionsexpressed in this Opinion Letter was on actual notice of any prohibition or restriction on any of the otherparties to the Sale Agreement entering into them (nor did any such party deliberately refrain from makingenquiries in circumstances where it had any reasonable suspicion of such matters);

5.1.12 save in respect of the Issuer and the Purchaser as to matters of South African law, no step has beentaken by any person in any jurisdiction (including, without limitation, the presentation of a petition, themaking of an application, the passing of a resolution or the filing or service of a notice) with a view toappointing an administrator, receiver, administrative receiver, liquidator, business rescue practitioner,curator or supervisor (or the equivalent in any jurisdiction) with respect to the parties to the SaleAgreement or their property or assets;

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5.1.13 other than in respect of the Issuer and the Purchaser as to matters of South African law, any consent,licence, approval, authorisation of any person or filing with any person which is required in relation to theexecution and delivery of the Sale Agreement and the performance and observance of the terms of theSale Agreement by the parties thereto (including, for the avoidance of doubt, RPM) has been obtained;

5.1.14 save in respect of the Issuer and the Purchaser as to matters of South African law, the terms of the SaleAgreement are binding, and will continue to be observed by each of the parties to them;

5.1.15 the Sale Agreement has not been superseded, amended or repealed in any respect by any subsequentdeletion, amendment or substitution of any of the provisions thereof since the original dates of signaturethereof;

5.1.16 save in respect of the Issuer and the Purchaser as to matters of South African law, the power, capacityand authority of the parties to the Sale Agreement to execute, and their due execution of the SaleAgreement and that the Sale Agreement constitutes legal, valid and binding obligations, enforceable inaccordance with their terms, of the parties to the Sale Agreement, as applicable;

5.1.17 save for the Sale Agreement and except as may be set out in the Sale Agreement, there are noagreements or arrangements between any of the parties to the Sale Agreement and/or third parties whichaffect, amend or vary the terms of the Sale Agreement;

5.1.18 RPM is duly, legally and validly constituted and established and existing under the laws of South Africa;

5.1.19 RPM has all requisite capacity and/or corporate power under its statutes and/or other relevantconstitutional documents to exercise its rights and to perform and comply with its respective obligationsunder the documents;

5.1.20 RPM has the legal capacity to sue and be sued in its own name under the laws of South Africa;

5.1.21 RPM has not passed a resolution for its voluntary winding-up or deregistration or submitted a request ormade an application for its deregistration (or taken any similar act(s)), no petition has been presented ororder made by any court or other step taken for the winding up, dissolution or administration of, or amoratorium or voluntary arrangement in relation to RPM, no receiver or administrator or business rescuepractitioner has been appointed in relation to RPM’s assets and RPM is not in any form of insolvency orderegistration process under the laws of any other jurisdiction (or anything analogous under the laws ofSouth Africa); and

5.1.22 the execution and performance of the documents by RPM and the transactions and matters contemplatedthereby do not and will not violate the constitutional documents of RPM.

5.2 We have made no independent investigation into the accuracy of the Assumptions. However, we are notaware that any of the Assumptions are incorrect or misleading.

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6. Opinions

Subject to the Assumptions and the Qualifications, we are of the opinion that:

6.1 the:

6.1.1 Issuer is a (i) public company duly incorporated and registered under the laws of South Africa; and (ii)legal entity validly existing, capable of suing and being sued and has the power and authority to ownassets and to conduct its business; and

6.1.2 Purchaser is a (i) private company duly incorporated and registered under the laws of South Africa; and(ii) legal entity validly existing, capable of suing and being sued and has the power and authority to ownassets and to conduct its business;

6.2 so far as we are aware, no steps have been taken for the winding up, administration, bankruptcy, liquidation,business rescue or similar procedures of (i) the Issuer or (ii) the Purchaser;

6.3 the:

6.3.1 Issuer has the requisite legal capacity and corporate power to enter into and perform its obligations underthe Sale Agreement and in particular (but without limitation) to (i) assume a portion of, and to dischargethrough the allotment and issue of Consideration Shares, the Purchaser's obligation to discharge in termsof paragraph 2.5.2.2 of Annexe J of the SPA, the Initial Upfront Purchase Price in an amount equal to theShare Amount; and (ii) allot and issue the Consideration Shares to RPM as envisaged in the SaleAgreement and has taken all necessary corporate and internal action to authorise the execution andperformance of the Sale Agreement by it and in particular the foregoing obligations as envisaged in theSale Agreement; and

6.3.2 Purchaser has the requisite legal capacity and corporate power to enter into and perform its obligationsunder the Sale Agreement and in particular (but without limitation) to delegate, to the Issuer, a portion ofthe Purchaser's obligation to discharge in terms of paragraph 2.5.2.2 of Annexe J of the SPA, the InitialUpfront Purchase Price in an amount equal to the Share Amount as envisaged in the Sale Agreementand has taken all necessary corporate and internal action to authorise the execution and performance ofthe Sale Agreement by it and in particular the foregoing obligations as envisaged in the Sale Agreement;

6.4 the Sale Agreement constitutes a valid and legally binding agreement in respect of each of (i) the Issuer and (ii) the Purchaser;

6.5 the obligations assumed by each of (i) the Issuer and (ii) the Purchaser under the Sale Agreement constitute legal, valid, binding and enforceable obligations in terms of South African law;

6.6 save in respect of the Approvals, no governmental or regulatory authorisations, consents, approvals,registrations or orders of or with any governmental or regulatory agency are required in South Africa (includingthe JSE) for the performance by either of (i) the Issuer or (ii) the Purchaser of its obligations under the SaleAgreement, specifically including (but without limitation) the issue of the Consideration Shares to RPM;

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6.7 the execution of the Sale Agreement and the performance by each of (i) the Issuer and (ii) the Purchaser of its obligations under the Sale Agreement, specifically including the issue of the Consideration Shares to RPM,will not conflict with, contravene or result in a breach or violation of:

6.7.1 any provisions of the Issuer MOI or the Purchaser MOI;

6.7.2 any existing South African law to which either the Issuer or the Purchaser is subject; or

6.7.3 any rule or requirement of the JSE;

6.8 all of the shares in the capital of the Issuer are of one class;

6.9 no resolutions have been passed to alter any of the rights attaching to any of the shares in the capital of theIssuer or to alter the Issuer MOI or to create or issue any debentures or other securities (as defined in theCompanies Act);

6.10 the Issuer has no present obligation (whether actual or prospective, and whether conditional or unconditional)to purchase or repurchase or cancel the SGL Shares;

6.11 the Consideration Shares rank pari passu in every respect with all of the other SGL Shares;

6.12 the Consideration Shares are duly admitted for listing and trading on the main board of the exchange operatedby the JSE;

6.13 the Consideration Shares have been duly and validly authorised by the Issuer and validly allotted and issuedand are paid and are not subject to further calls or contributions on the liquidation of the Issuer or otherwise;

6.14 the Issuer is entitled to validly and effectively allot and issue the Consideration Shares to RPM and RPM was,upon such issue to RPM, the sole registered and beneficial holder of the Consideration Shares to the exclusionof all others, free from all Encumbrances; and

6.15 each of (i) the Issuer and (ii) the Purchaser has the necessary power and authority to deliver the ConsiderationShares to RPM in the manner contemplated by the Sale Agreement.

7. Qualifications

The Qualifications to which the opinions expressed in this Opinion Letter are subject are the following:

7.1 the opinions expressed in this Opinion Letter are confined to matters of South African law in force as at thedate of this Opinion Letter and no opinion is expressed as to the laws of any other jurisdiction. We do not purport to have investigated the laws of any jurisdiction outside of South Africa, nor to express any opinion onany question arising under the laws of any other jurisdiction;

7.2 this Opinion Letter is strictly limited to the matters set out in paragraph 6 above and does not extend, byimplication or otherwise, to any other matters in connection with the Transaction and/or the documents and/orthe transactions contemplated thereby. In particular, but without limitation, we express no opinion on mattersof fact nor in relation

182

to any factual representations or warranties contained in any of the documents nor upon the commercial termsof the transactions contemplated thereby;

7.3 the term “enforceable” as used in this Opinion Letter means that the obligations of each of (i) the Issuerassumed by the Issuer and (ii) the Purchaser assumed by the Purchaser under the Sale Agreement are of atype which the South African courts enforce. It does not mean that those obligations will necessarily beenforced in all circumstances in accordance with their terms. In particular:

7.3.1 enforcement may be limited by any laws affecting creditors’ rights generally, including but not limited to insolvency laws;

7.3.2 claims may prescribe or become time-barred under the Prescription Act No 68 of 1968, or may be orbecome subject to defences of set-off or counterclaim;

7.3.3 enforcement may be limited by the nature of remedies available and in the discretion of the South African courts and/or by general principles of public policy, interpretation, law or equity;

7.3.4 any provisions of the Sale Agreement that involve an indemnity for costs of litigation are and will be subjectto the discretion of the relevant South African court to decide whether and to what extent a party to litigationshould be awarded the costs incurred by it in connection with such litigation; and

7.3.5 according to the so-called in duplum rule (a rule of the South African common law), the obligations of aparty to pay (at any one time) accrued interest which exceeds the capital sum may be unenforceable tothe extent that the amount of the accrued interest exceeds the capital sum. In other words, the interest stops running when the sum of interest unpaid is equal to the sum of the capital;

7.4 the Conventional Penalties Act No 15 of 1962, provides, among other things, that:

7.4.1 a creditor shall not be entitled to recover, in respect of an act or omission which is subject to a penaltystipulation, both the penalty and damages or, except where the relevant contract expressly so provides, torecover damages in lieu of the penalty; and

7.4.2 if upon the hearing of a claim for a penalty, it appears to the court that such penalty is out of proportion tothe prejudice suffered by the creditor by reason of the act or omission in respect of which the penalty wasstipulated, the court may reduce the penalty to such extent as it may consider equitable in thecircumstances provided that in determining the extent of such prejudice, the court shall take intoconsideration not only the creditor’s proprietary interest but every other rightful interest which may be affected by the act or omission in question;

7.5 it is uncertain under South African law whether the parties to a contract can agree in advance the governinglaw of claims connected with the contract but which are not claims on the contract, such as claims in delict(tort);

7.6 a South African court may determine, in its discretion, that the parties to the Sale Agreement are able to amendit by oral agreement despite any provisions to the contrary;

183

7.7 the effectiveness of any provisions of the Sale Agreement which allow an invalid provision to be severed inorder to save the remainder of the Sale Agreement will be determined by the South African courts in theirdiscretion;

7.8 where a party to the Sale Agreement is vested with a discretion or may determine a matter in its opinion, SouthAfrican law may require that such discretion is exercised in a justifiable manner or that such opinion is basedupon justifiable grounds. Furthermore, the laws of South Africa may require that the parties act reasonably and in good faith in their dealings with each other;

7.9 any provision in the Sale Agreement that a person shall not exercise a right or obligation conferred or imposedon that person by statute, is subject to considerations of public policy;

7.10 set-off will only apply in respect of liquidated claims (in other words, claims which are ascertainable, due andpayable and which therefore cannot be contingent claims or claims which have not yet matured). Set-off by non-resident creditors of obligations owed to them by South African residents may be subject to approval bythe South African Reserve Bank;

7.11 any provision in the documents which confers, purports to confer or waives a right of set-off or similar rightsmay be ineffective against a liquidator or creditor of the Issuer or the Purchaser;

7.12 proceedings before the courts in South Africa may be stayed if the subject of the proceedings is currentlybefore any other court;

7.13 a South African court will not necessarily grant any remedy, the availability of which is subject to equitableconsiderations or which is otherwise in the discretion of the court. In particular:

7.13.1 orders for specific performance are, in general, discretionary remedies under South African law;

7.13.2 specific performance is not available where damages are considered by the court to be an adequatealternative remedy; and

7.13.3 if an order for specific performance of a payment obligation in a foreign currency is sought,notwithstanding that the contract in question stipulates such obligations payable in such foreign currency,the court in exercising its discretion in regard to specific performance may not give the order in suchcurrency;

7.14 we shall not be liable for any inaccuracies in this Opinion Letter resulting from the actions and/or omissionsand/or wilful statements or representations on the part of the Issuer and/or the Purchaser and/or any of theirrespective shareholders, associates, directors, officers, representatives and/or agents which may take place or which may be made in connection with the preparation and/or rendering of this Opinion Letter;

7.15 electronic searches undertaken at the Commission are dependent on the integrity of the records andinformation systems of the Commission. Such records and information systems are often incomplete andoutdated and it is not possible to verify the accuracy of search results. Furthermore, we have not undertakenany searches or investigations at the South African Deeds Office, the South African courts or the South AfricanMaster's Office;

184

7.16 in the absence of anything to the contrary, the usual rules relating to "party and party", "attorney and client"and "attorney and own client" costs, will be applied;

7.17 the rights and obligations of the parties to the Sale Agreement will be subject to any law from time to time inforce relating to liquidation or administration or any other law or legal procedure affecting generally theenforcement of creditors’ rights. In particular, in terms of the Insolvency Act No 24 of 1936, and the relevantprovisions of the Companies Act:

7.17.1 a creditor in an insolvent estate will enjoy a preferred claim (ranking ahead of concurrent creditors) inrelation to claims secured by certain categories of mortgage bonds, notarial bonds, legal hypothecs,pledges or rights of retention; and

7.17.2 certain categories of creditors have statutory preferences over claims of concurrent creditors for all orpart of their claims.

8. Reliance and Disclosure

8.1 We have no obligation to update or amend this Opinion Letter as a result of any events occurring after the date hereof or any existing or antecedent matter or circumstance being brought to our attention after the date hereof.

8.2 This Opinion Letter:

8.2.1 may not, without our express prior written consent, be disclosed in whole or in part by RPM to anyoneother than persons who, in the ordinary course of RPM's business have access to its papers and recordsand on the basis that such persons will similarly be required to make no further disclosure; provided thatthis Opinion Letter may be disclosed to RPM's legal advisers in connection with the Transaction andRPM may release a copy of this Opinion Letter (a) to the extent required by any applicable law orregulation binding on it, (b) to the extent or required by order of a court of competent jurisdiction, (c) toany regulatory authority having jurisdiction over it, (d) in connection with any actual or potential disputeor claim to which it is a party relating to the Transaction or the Sale Agreement, or (e) to any member ofRPM's Group, in each case on the strict understanding that we assume no duty or liability whatsoever toany such recipient as a result of such release or otherwise;

8.2.2 save as may otherwise be prescribed by applicable law or regulation binding on RPM, may not be filedwith any governmental agency or authority or quoted in any public document without, in any such case,our prior express written consent; and

8.2.3 is addressed to RPM for its own benefit, it being understood that it is given as of the date of this OpinionLetter as to the law in effect on the date of this Opinion Letter. It may not be relied upon by any otherperson other than RPM or used for any other purpose.

185

9. Miscellaneous

By accepting and relying on the contents of this Opinion Letter, the addressee will be deemed to accept the termsupon which this Opinion Letter has been provided.

10. Governing law

This Opinion Letter shall be governed by, and construed in accordance with, South African law.

186

Annexe U

Water uses under the Main IWUL

1. Transferred water uses:

Section 21(a): Taking water from a water resource

Water Use Transferred water use Retained water use

Rain water in Paardekraal Tailings dam Complex, Paardekraal 279 JQ ptn 27, 28, 78, 120, S-25.620706 E.27.3000633, 150 350

Yes No

Rain water in Waterval tailings complex and Klipgat return water dam, Waterval 303 JQ, S-25.656741 E.27.306079, 51 540

Yes No

Rain water Klipfontein Tailings Dam, Klipfontein 300 JQ Ptn 2, S-25.713987 E.27.375660, 55 919

Yes No

Rain water from Hoedspruit tailings complex, Anglo tailings 942 JQ, S-25.665087 E.27.400915, 102 900

Yes No

Brakspruit (Siphumelele 2) Shaft, Brakspruit 299 JQ Ptn 7, S-25.688826 E.27.417188, 180 000

Yes No

Turfontein (Siphumelele 1) Shaft, Turfontein 302 JQ Ptn 0, S-25.663976 E.27.377951, 60 000

Yes No

Bleskop (Siphumelele 1) Shaft, Klipfontein 300 JQ Ptn 2, S-25.686827 E.27.375062, 3 000

Yes No

Paardekraal 2 Shaft (Thembelani 1), Paardekraal 279 JQ Ptn 119, S-25.652044 E.27.299581, 281 208

Yes No

Paardekraal 2 Shaft (Thembelani 2), Paardekraal 279 JQ Ptn 130, S-25.613507 E.27.306404, 365 000

Yes No

Boschfontein (Khuseleka 2), Boschfontein 268 JQ Ptn 0, S-25.600149 E.27.214232, 311 040

Yes No

Townsland (Khuseleka 1), Town and Townlands 272 JQ Re Ptn 1, S-25.624049 E.27.259261, 1 800 000

Yes No

Frank 1 Shaft (Khomanani 1), Waterval 303 JQ Ptn 0, S-25.660992 E.27.333184, 980 000

Yes No

Frank 2 Shaft (Khomanani 2), Klipgat 281 JQ Ptn 0, S-25.637233 E.27.338389, 744 000

Yes No

Waterval (Bathopele) Shaft, Waterval 303 JQ Ptn 6, S-25.687529 E.27.301233, 360 000

Yes No

Section 21(c): impeding or diverting the flow of water in a watercourse Section 21(i): altering the bed, banks, course of characteristics of a watercourse


187

All section 21(c) and 21(i) water uses, as set out in table 2(a) and table 2(b) of the Main IWUL, will be transferred water uses.

Section 21(c) Yes No

Culvert/Road (Site 1) Klipfonteinspruit Yes No

Culvert/Railway (Site 2) Klipfonteinspruit Yes No

Pipe (Site 3a1), Klipfonteinspruit Yes No

Pipe (Site 3a2), Klipfonteinspruit Yes No

Culvert/Road (Site 3), Klipfonteinspruit Yes No

Flow gauging weir (Site 4a), Klipfonteinspruit Yes No

Bridge/Road (Site 6), Klipfonteinspruit Yes No

Culvert/Railway (Site 7), Klipfonteinspruit Yes No

Pipe (Site 7a), Klipfonteinspruit Yes No

Pipe (Site 7b), Klipfonteinspruit Yes No

Pipe (Site . 8a), Klipfonteinspruit Yes No

Culvert/Road (Site 8), Klipfonteinspruit Yes No

Weir (Site 8c), Klipfonteinspruit Yes No

Pipe (Site 8b), Klipfonteinspruit Yes No

Culvert/Road/ Overland Conveyor (Site 9), Klipfonteinspruit Yes No


Bridge/Railway {Site 10), Klipfonteinspruit Yes No

Culvert/Railway (Site 11), Klipfonteinspruit Yes No


Weir (Site 11b), Klipfonteinspruit Yes No

Pipes (Site 12a), Klipgatspruit Yes No

Culvert/Road (Site 12), Klipgatspruit Yes No

Culvert/Road (Site 12b), Klipgatspruit Yes No

Pipe (Site 12c), Klipgatspruit Yes No

Pipe (Site 13a), Klipgatspruit Yes No

Culvert/Road (Site 13), Klipgatspruit Yes No

Weir (Site 14weir), Klipgatspruit Yes No

Culvert/Railway (Site 14), Klipgatspruit Yes No

Culvert/Road (Site 14b), Klipgatspruit Yes No

Pipe (Site 14c), Klipgatspruit Yes No

Culvert/Road (Site 15), Paardekraalspruit Yes No






188

Pipe (Site 21a), Paardekraalspruit Yes No

Culvert/Road (Site 21b) Yes No

Bridge/Road (Site 22), Hex River Yes No



Bridge/Road (Site 24a), Hex River Yes No

Bridge/Road (Site 24b), Hex River Yes No

Bridge/Road (site 25), Hex River Yes No


Weir (Site 26 weir), Hex River Yes No

Bridge/Road (Site 27a), Hex River Yes No



Pipe (Site 28a), Hex River Yes No

Pipe (Site 28b), Hex River Yes No

Bridge/Road (Site 29), Dorpspruit Yes No


Culvert / Railway (Site 31), Dorpspruit Yes No


Pipe (Site 32a), Dorpspruit Yes No

Pipe (Site 32b), Dorpspruit Yes No

Culvert/Road (Site 32c), Dorpspruit Yes No

Pipe (Site 32d), Dorpspruit Yes No

Pipe (Site 32f), Dorpspruit Yes No

Culvert/Railway (Site 3b), Wildebeesfonteinspruit A Yes No

Culvert/Road (Site 33), Wildebeesfonteinspruit A Yes No

Culvert/Railway (Site 34), Wildebeesfonteinspruit A Yes No

Pulvert/Road (Site 34a), Wildebeesfonteinspruit A Yes No

Pipe (Site 34b), Wildebeesfonteinspruit A Yes No

Culvert/Road (Site 34c), Wildebeesfonteinspruit A Yes No

Culvert/Railway (Site 34d), Wildebeesfonteinspruit A Yes No

Pipe (Site 34e), Wildebeesfonteinspruit A Yes No

Culvert/Road (Site 34f), Wildebeesfonteinspruit A Yes No

Culvert/Road (Site 34g), Wildebeesfonteinspruit A Yes No

Culvert/Road (Site 34h), Wildebeesfonteinspruit A (34h) Yes No

Culvert/Road (Site 35a), Wildebeesfonteinspruit A Yes No

Culvert/Road (Site 35b), Wildebeesfonteinspruit A Yes No

Culvert/Railway (Site 35), Wildebeesfonteinspruit A Yes No

Culvert/Road (Site 36), Wildebeesfonteinspruit A Yes No

189

Culvert/Road (Site 36a), Wildebeesfonteinspruit A Yes No

Culvert/Road (Site 37), Brakspruit Yes No



Culvert/Railway (Site 40a), Hoedspruit Yes No

Culvert/Railway (Site 40b), Hoedspruit Yes No

Culvert/Railway (Site - 40c), Hoedspruit Yes No

Culvert/Road (Site 40e), Hoedspruit Yes No

Culvert/ road crossing (Site 9) Yes No

Road crossing (Site 8), Klipfonteinspruit Yes No

Road crossing (Site 3c), Klipfonteinspruit Yes No



Section 21(i) Yes No

Brakspruit diversion (Site 38a,b) Yes No

Diversion of Klipgatspruit tributary (Site 12-14) Yes No

Diversion of Paardekraalspruit (Site 20a- 20) Yes No

Diversion of Klipfonteinspruit (Site 8a-c) Yes No

Diversion of Hoedspruit (Site 40d-h) Yes No

Section 21(g): Disposing of waste in a manner which may detrimentally impact on a water resource


Paardekraal Phase 5 tailings dam Yes No

Klipgat return water dam Yes No

Waterval East tailings dam Yes No

Waterval West tailings dam Yes No

Waterval tailings dam - irrigation Yes No

UG 2 Concentrator pollution control dam Yes No

Waterval concentrator west pollution control dam Yes No

Waterval concentrator east pollution control dam Yes No

Waterval concentrator 250 process Water Tank 1 Yes No

Waterval concentrator 250 process Water Tank 2 Yes No

Waterval concentrator 250 Process Water Tank 3 Yes No

Waterval DMS waste rock dump Yes No

Paardekraal Phase 1 return water dam Yes No

Paardekraal Phase 1,2,3 tailings dam Yes No

Paardekraal Phase 4 tailings dam Yes No

190



Paardekraal tailings dam-irrigation Yes No

Turffontein (Siphumelele 1) Excess Water Dam 1 Yes No



Turffontein new stormwater dam Yes No

Turffontein emergency stormwater dam Yes No

Turffontein (Siphumelele 1) Shaft waste rock dump Yes No

Turffontein (Siphumelele 1) Settling Dam 1 Yes No




Brakspruit sewage pumping station emergency holding dam Yes No

Brakspruit (Siphumelele 2) new stormwater dam Yes No

Brakspruit (Siphumelele 2) Settling Dam 1 Yes No



Brakspruit (Siphumelele 2) Shaft waste rock dump Yes No

Bleskop (Siphumelele 3) excess water dam Yes No

Bleskop (Siphumelele 3) new stormwater dam Yes No

Bleskop (Siphumelele 3) Settling Dam 1 Yes No

Bleskop (Siphumelele 3) Settling Dam 2 Yes No

Bleskop (Siphumelele 3) waste rock dump Yes No

Paardekraal waste rock dump Yes No

Paardekraal Settling Dam 1 Yes No




Paardekraal process water (stormwater) dam Yes No

Paardekraal Excess Water Yes No

Dam 1 Yes No


Dam 2 Yes No


Dam 3 Yes No

Paardekraal 2 Settling Dam 1 Yes No

Paardekraal 2 Settling Dam 2 Yes No

Townlands (Khuseleka 1) Settling Dam 1 Yes No

191

Townlands (Khuseleka 1) Settling Dam 2 Yes No

Townlands (Khuseleka1) stormwater dam Yes No

Townlands (Khuseleka 1) Excess Water Dam 1 Yes No





Townlands (Khuseleka 1) Yes No

sewage pumping station emergency holding dam Yes No

Townlands (Khuseleka 1) waste rock dump Yes No

Boschfontein (Khuseleka 2) waste rock dump Yes No

Boschfontein (Khuseleka 2) Settling Dam 1 Yes No









Boschfontein (Khuseleka 2) new stormwater dam Yes No

Boschfontein (Khuseleka 2) Excess Water Dam 1 Yes No



Frank 1 Excess Water Dam 1 Yes No


Frank 1 waste rock dump Yes No

Frank 1 Settling Dam 1 Yes No










Frank2 new HPDE lined stormwater dam Yes No


192


Waterval (Bathopele) East Excess Water Dam 1 Yes No

Waterval (Bathopele) East Excess Water Dam 2 Yes No

Waterval (Bathopele) East process water dam Yes No

Waterval (Bathopele) East Settling Dam 1 Yes No



Waterval (Bathopele) Central Settling Dam 1 Yes No




Waterval (Bathopele) Central Excess Water Dam 1 Yes No

Waterval (Bathopele) Central Excess Water Dam 2 Yes No

Waterval (Bathopele) Central process water dam Yes No

Klipfontein Sewage Pumping Station Emergency Holding Dam 1 Yes No

Klipfontein Sewage Pumping Station Emergency Holding Dam 2 Yes No

Waterval WWTW Sewage Sludge 1 Yes No



Frank 2 (Khomanani 2) sewage pumping station emergency holding dam

Yes No

Frank 2 (Khomanani 2) sewage sludge Yes No

Naude Dam Yes No

Klipfontein Dam Yes No

Hoedspruit tailings dam – irrigation Yes No

Klipfontein tailings dam - irrigation Yes No

WLTR Plant Pollution Control Dam 1 Yes No

WLTR Plant Pollution Control Dam 2 Yes No

Klipfontein return water dam Yes No

Klipfontein tailings dam Yes No

Hoedspruit return water dam Yes No

Hoedspruit tailings dam Yes No

Section 21(j): Removing, discharging or disposing of water found underground if it is necessary for the effluent continuation of an activity or for the safety of people


Siphumelele 2 Shaft Yes No


193


Thembelani 1 Shaft Yes No

Thembelani 2 Shaft Yes No

Khuseleka 2 Shaft Yes No

Khuseleka 1 Shaft Yes No

Khomanani 1 Shaft Yes No

Khomanani 2 Shaft Yes No

Bathopele Shaft Yes No

2. Retained water uses:

Section 21(a): Taking water from a water resource


Borehole (S381), Waterval 303 JQ, S-25.78892226 & E.27.32942967, 105 000 m3/a

No Yes

Borehole (S405),Waterval 303 JQ,S-25.67863505 E.27.32847767,

No Yes

Section 21(g): Disposing of waste in a manner which may detrimentally impact on a water resource


ACP Pollution control dam No Yes

PMR Effluent Dam 6 East and West No Yes

PMR Effluent Dams 4&5 No Yes

PMR Stormwater Control Dam 3 & 3B No Yes

PMR Effluent Dam 1 & 2 No Yes

RBMR 4 S Sodium Sulfate Dam No Yes

RBMR Triangular Dam No Yes

RBMR Pollution Control Dam 1 No Yes

RBMR Pollution Control Dam 2 No Yes

RBMR Stormwater Control Dam 3A No Yes

RBMR Stormwater Control Dam 3B No Yes

Encapsulation dam No Yes

RBMR Effluent Dam 1,2 &3 No Yes

Waste Liquor Dam No Yes

RBMR E&S Feed Dam 1 No Yes

RBMR E&S Feed Dam 2 No Yes

194

Annexe V

Infrastructure and operations

1. In relation to the Mine shafts (some of which are on care and maintenance), all associated infrastructure including (where relevant) headgear, offices, workshops and associated waste rock dumps;

2. 3 sewerage plants located on the Mine Area;

3. the storage hubs at Khuseleka 2 and Thembelani 2 (as at the Signature Date, storing equipment reclaimed from shafts placed on care and maintenance);

4. the Western Limb Tailings Retreatment Plant;

5. the remains of the Klipfontein Concentrators (previously stripped);

6. the Waterval Chrome Recovery Plant (a chrome tailings re-treatment / chrome processing facility);

7. the conveyor from Bathopele to Waterval UG2 Concentrator;

8. the fridge plants located on the Mine Area;

9. the ventilation shafts located on the Mine Area;

10. all offices located on Non-Retained Land;

11. all workshops located on Non-Retained Land;

12. the training facilities known as ADC (Anglo Development Centre), KDC (Klipfontein Development Centre) and OSD (Occupational Skills Development);

13. the ASSU (Anglo Shared Services Unit);

14. the Recreation Club located on the Mine Area;

15. the supply chain sidings and stores located on Non-Retained Land;

16. the waste disposal site located next to Waterval UG2 Concentrator;

17. the School of Mines;

18. the Bleskop Sports Stadium; and

19. the Waterval Waste Water Treatment Works.

195

Annexe W

Creditors as at 31 August 2015

All of the properties listed in the exel file (all tabs / sheets) saved with file name "Annexe W_Creditors as at 31 August 2015" on the CD / DVD signed by the Parties at the same time as signing this Agreement.

196

Annexe X

Table

Note: all Base Case Plan line item references below are to the numbered line items in the "(DCF Real)" sheet / tab

Unit Oct-15

Nov-15

Dec-15

Line item in Base Case Plan

Description in Base Case Plan

4E Oz Production (platinum, palladium, rhodium and gold, in any mix)** koz 69 68 68 Line 71 4E oz Produced

Underground tonnes milled** kt 605 595 597 Line 38 Underground ore

On-mine cash costs** ZAR

million 689 688 690 Note 1 below

Total Capital (including SIB)** ZAR

million 67 67 68 Note 2 below

Unit Jan-16

Feb-16

Mar-16 Apr-16

May-16

Jun-16

Jul-16

Aug-16

Sep-16

Oct-16

Nov-16

Dec-16

4E Oz Production (platinum, palladium, rhodium and gold, in any mix)** koz 73 69 72 71 73 71 74 67 66 68 67 68 Line 71 4E oz Produced

Underground tonnes milled** kt 620 596 619 607 616 598 616 612 602 616 608 612 Line 38 Underground ore


million 686 680 685 685 682 683 679 658 657 658 657 660 Note 1 below



Unit Jan-17

Feb-17

Mar-17 Apr-17

May-17

Jun-17

Jul-17

Aug-17

Sep-17

Oct-17

Nov-17

Dec-17

4E Oz Production (platinum, palladium, rhodium and gold, in any mix)** koz 71 66 70 68 70 68 69 69 68 70 69 68 Line 71 4E oz Produced

Underground tonnes milled** kt 645 612 648 635 647 633 641 642 629 646 636 632 Line 38 Underground ore



197



Note 1 On-mine cash costs is defined as: Cost of sales (Line 151) less GCC (Line 146) less OIC (Line 147), per the example calculations set out below:

2015

2016

2017

Line item in Base Case

Plan


Cost of sales ZAR

million 8,423

8,327

8,161 Line 151 Cost of sales

Less GCC ZAR

million 144 144 145 Line 146 Group Centralised Cost (GCC)

Less OIC ZAR

million 112 113 117 Line 147 Other Indirect Cost (OIC)

8,167

8,070

7,899

Note 2

Total Capital (including SIB) defined as Mining Project Capital (Line 156) + Total SIB Capital (Line 178)

2015

2016

2017

Line in Base Case Plan


Mining Project Capital 164 503 589 Line 156 Project Capital

SIBCapital 638 669 639 Line 178 SIB Capital

Total Capital 802 1,172

1,228

** All amounts will be increased annually by the same percentage as CPI. The increase shall be effective from 1 January of each year, commencing with effect from 1 January 2016. For this purpose:

1. "CPI" means, in relation to each calendar year, the Annual Average Change in the consumer price index for all urban areas, as published by Statistics South Africa in Statistical Release P0141, Table B1 - CPI headline index numbers, calculated: (i) over a twelve calendar month period to the end of

198

June (inclusive) in the calendar year preceding the calendar year in which the escalation is to be applied; and (ii) from figures published by Statistics South Africa or its successor; and

2. "Annual Average Change" means the annual average price or index over a given period of 12 calendar months compared with the annual average of the said price or index over the previous corresponding 12 calendar month period, expressed as a percentage.

Exhibit 4.32

Execution Version

Dated

October 2015

Implementation Agreement

between

Sibanye Gold Limited

and

Sibanye Platinum Bermuda Proprietary Limited

and

Aquarius Platinum Limited

BeesMont Law Limited 5th Floor, Andrew’s Place, 51 Church Street, Hamilton, HM12 Bermuda T: (441) 400 4747 F: (441) 236 1999 www.beesmont.bm

i

TABLE OF CONTENTS CLAUSE PAGE 1. DEFINITIONS AND INTERPRETATION 2

2. AMALGAMATION 15

3. AMALGAMATION CONSIDERATION 16

4. CONDITIONS TO COMPLETION 17

5. COMPLETION 22

6. REPRESENTATIONS AND WARRANTIES 23

7. GENERAL OBLIGATIONS OF THE PARTIES 27

8. AQUARIUS' SPECIFIC OBLIGATIONS 27

9. SIBANYE AND BIDCO'S OBLIGATIONS 29

10. PREPARATION OF THE NOTICE OF AMALGAMATION MEETING 29

11. INTERIM PERIOD 31

12. RELEASES 31

13. STANDSTILL 33

14. EXCLUSIVITY 33

15. PAYMENT OF LIQUIDATED AMOUNT BY AQUARIUS 36

16. SETTLEMENT PROCEDURES 38

17. DEALINGS IN AQUARIUS SHARES 42

18. TERMINATION 43

19. CONFIDENTIALITY 44

20. NO REPRESENTATION OR RELIANCE 44

21. NOTICES 44

22. COSTS 45

23. ASSIGNMENT 45

24. SEVERABILITY 45

25. PERFORMANCE, WAIVER, RELEASE AND VARIATION 45

26. COUNTERPARTS 45

27. ENTIRE AGREEMENT 46

28. NO MERGER 46

29. GOVERNING LAW 46 SCHEDULE 1 NOTICES 482 INDICATIVE TIMETABLE OF PRINCIPAL EVENTS 49

ii

ANNEXURE A AMALGAMATION AGREEMENT B AQUARIUS STATUTORY DECLARATION C BIDCO STATUTORY DECLARATION

1

THIS IMPLEMENTATION AGREEMENT (Agreement) is dated October 2015

BETWEEN:

(1) Sibanye Gold Limited, a company incorporated and registered in South Africa with company number 2002/031431/06 whose registered office is at Libanon Business Park, 1 Hospital Street, Libanon, Westonaria, 1780, South Africa (Sibanye);

(2) Sibanye Platinum Bermuda Proprietary Limited, an exempted company, incorporated and registered in Bermuda with company number 50664 whose registered office is at c/o BeesMont Corporate Services Limited, 5th Floor, Andrew’s Place, 51 Church Street, Hamilton HM 12, Bermuda (BidCo); and

(3) Aquarius Platinum Limited, an exempted company, incorporated and registered in Bermuda with company number 26290 whose registered office is at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda (Aquarius).

(collectively Sibanye, BidCo and Aquarius are referred to herein as the “Parties” and each individually as a “Party”).

RECITALS:

(A) Sibanye is a South African company with an authorised share capital of 2,000,000,000 (two billion) no par value shares of which 914,841,898 shares have been issued.

(B) BidCo is an exempted Bermuda company with an authorised share capital of ZAR 50,000 consisting of 5,000,000,000 (5 billion) ordinary shares having a par value of ZAR 0.00001 each, of which 1,000,000 shares have been issued, are fully paid and wholly owned by Sibanye.

(C) Aquarius is an exempted Bermuda company with an authorised share capital of US$137,012,000 consisting of (i) 2,590,000,000 common shares having a par value of US$0.05 each, of which 1,507,106,778 common shares have been issued; (ii) 5 Class A Shares having a par value of US$2,400 each, none of which are currently in issue; and (iii) 50,000,000 preference shares having a par value of US$0.15 each, none of which have been issued.

(D) Sibanye, BidCo and Aquarius have agreed, subject to and in accordance with this Agreement, to amalgamate BidCo and Aquarius which will continue as one company being an exempted company to be known as “Sibanye Platinum Bermuda Proprietary Limited” (Amalgamated Company) pursuant to, inter alia, the applicable amalgamation provisions of the Companies Act (as defined below) and subject to the Aquarius Shareholder Approval being obtained.

(E) The boards of directors of each of the Parties have approved the proposed Amalgamation subject to certain conditions.

(F) The Parties wish to enter into this Agreement for the purpose of recording the terms of the proposed Amalgamation and regulating the manner in which it will proceed.

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AGREEMENT:


1.1 In this Agreement (including, without limitation, the Recitals, Schedules and Annexures), the following terms shall have the meanings set out below and derivatives of any words or expressions and cognate expressions shall bear corresponding meanings, unless the context requires otherwise:

Accepted Plan has the meaning set out in Clause 11.

Accepted Securities Schedule

means the document titled "Accepted Securities Schedule" and dated 5 October 2015, disclosed by Aquarius to Sibanye prior to or on the date of this Agreement, which sets out the Aquarius securities to be issued after the date of this Agreement in accordance with Aquarius' salary and directors' fees sacrifice arrangements.

Amalgamation means the amalgamation of BidCo and Aquarius pursuant to the Companies Act upon the terms and conditions of this Agreement and the Amalgamation Agreement and continuance of the Amalgamated Company as an exempted company to be known as “Sibanye Platinum Bermuda Proprietary Limited”.

Amalgamation Agreement

means the agreement between BidCo and Aquarius setting out the terms of the Amalgamation substantially in the form attached as Annexure A.

Amalgamated Company

has the meaning set out in the Recitals to this Agreement.

Amalgamation Consideration

means $0.195 for each Aquarius Share held by an Amalgamation Participant payable in cash.

Amalgamation Meeting

means the special general meeting of Aquarius Shareholders to be convened by the Aquarius Board to consider the Amalgamation.

Amalgamation Participant

means each Aquarius Shareholder who is registered in the Aquarius Share Register as the holder of Aquarius Shares as at the Record Date (taking into account registration of all registrable transfers and transmission applications received at the Aquarius Share Registry by the Record Date), other than a Dissenting Shareholder or a holder of an Excluded Share.

Amalgamation Share

means an Aquarius Share held by an Amalgamation Participant as at the Record Date.

Announcement means any press release, any circular or any other public statement.

AQPSA means Aquarius Platinum (South Africa) Proprietary Limited (Registration No. 2000/000341/07).

Aquarius’ Attorneys

means Conyers Dill & Pearman Limited of Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.

Aquarius Board means the board of directors of Aquarius as constituted from time to time.

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Aquarius Completion Deliverables

means the items in Clause 5.3.

Aquarius Director

means a director of the Aquarius Board.

Aquarius Group means, collectively, Aquarius and its Subsidiaries.

Aquarius Indemnified Party

Each of:

(a) the directors, officers and employees of Aquarius; and

(b) Aquarius’ Subsidiaries and their respective directors, officers and employees.

Aquarius Prescribed Event

means each of the following:

(a) Aquarius, AQPSA or Mimosa:

(i) converts all or any of its shares into a larger or smaller number of shares;

(ii) resolves to reduce or alter its share capital in any way or reclassify, combine, split, or redeem or repurchase directly or indirectly any Aquarius Shares;

(iii) enters into a buy-back agreement or resolves to approve the terms of a buy-back agreement;

(iv) declares, pays or distributes any dividend, distribution, bonus or other share of its profits or assets or returns or agrees to return any capital to its shareholders, other than between members of the Aquarius Group;

(v) issues shares or securities convertible into shares, or grants an option over its shares, or agrees to make such an issue or grant such an option, other than in accordance with the Accepted Securities Schedule or an issue of Aquarius Shares pursuant to the exercise of convertible securities already on issue at the date of this Agreement and previously disclosed to each relevant securities exchange prior to the date of this Agreement;

(b) Aquarius adopts a new constitution or modifies or repeals its constitution or a provision of it; or

(c) Aquarius ceases to be admitted to the official list of ASX, FCA or the JSE.

Aquarius Provided Information

means all of the information contained in the Notice of Amalgamation Meeting and any updates to that information related to, or prepared by or on behalf of Aquarius in accordance with Clause 10, other than the Sibanye Provided Information and the Independent Expert's Report.

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Aquarius Regulatory Approvals

means the consents, approvals, clearances, decisions, determinations or other acts by a Governmental Authority, which are determined between the Parties (acting reasonably) to be necessary for the Conditions Fulfilment and are the responsibility of Aquarius.

Aquarius Share means an issued and fully paid common share of Aquarius.

Aquarius Share Register

means the registers of members of Aquarius maintained by or on behalf of Aquarius.

Aquarius Share Registry

means Computershare Investor Services PLC in respect of Aquarius’ branch share register in the United Kingdom, Computershare Investor Services Pty Limited in respect of Aquarius’ branch share register in South Africa; Computershare Investor Services Pty Limited in respect of Aquarius’ branch share register in Australia; and Codan Services Limited in respect of Aquarius' branch share register in Bermuda.

Aquarius Shareholder

means each person entered in the Aquarius Share Register as a holder of Aquarius Shares.

Aquarius Shareholder Approval

means a resolution in favour of the Amalgamation passed by a simple majority of votes cast at the Amalgamation Meeting in accordance with Aquarius' bye-laws.

Aquarius Statutory Declaration

means the statutory declaration required to be filed with the Registrar of Companies with respect to Aquarius in accordance with Section 108 (3) of the Companies Act in connection with the Amalgamation substantially in the form of Annexure B.

ASIC means the Australian Securities and Investments Commission.

ASX means the Australian Securities Exchange or ASX Limited (ABN 98 008 624 691), as the context requires.

ASX Listing Rules

means the official listing rules of ASX.

Authorisation means:

(a) an approval, authorisation, consent, declaration, exemption, licence, notarisation, permit or waiver, however it is described, including any renewal or amendment and any condition attaching to it from or by a Governmental Authority; and

(b) in relation to anything that could be prohibited or restricted by Law if a Governmental Authority were to act in any way within a specified period, the expiry of that period without that action being taken.

BidCo’s Attorneys

means BeesMont Law Limited of 5th Floor, Andrew’s Place, 51 Church Street, Hamilton HM 12, Bermuda who are also the attorneys for Sibanye.

BidCo Completion Deliverables

means the items listed in Clause 5.4.

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BidCo Shareholder Approval

means a resolution in favour of the Amalgamation passed by a wholly owned subsidiary of Sibanye which in turn is the sole shareholder of BidCo.

BidCo Statutory Declaration

means the statutory declaration required to be filed with the Registrar of Companies with respect to BidCo in accordance with Section 108 (3) of the Companies Act in connection with the Amalgamation substantially in the form of Annexure C.

BMA means the Bermuda Monetary Authority.

BMA Approval means the approval of the BMA pursuant to the Exchange Control Act 1972 and Exchange Control Regulations 1973.

Book-Entry Shares

has the meaning as set out in Clause 16.3.

Break Fee means $2,938,858, being the amount that is 1% of the amount calculated by multiplying the implied value of the Amalgamation Consideration by the total number of Aquarius Shares on issue as at the date of this Agreement.

Business Day means a day on which banks generally are open in each of Bermuda; London, United Kingdom; Perth, Western Australia; and South Africa for the transaction of normal banking business (other than a Saturday or Sunday or a public holiday).

Bye-laws means the bye-laws of the Amalgamated Company, the form of which will be agreed as soon as practicable after the date of this Agreement between the Parties (such agreement not to be unreasonably withheld or delayed) and included as Annexure B to the Amalgamation Agreement.

Certificate of Amalgamation

means the certificate of amalgamation issued by the Registrar of Companies in respect of the Amalgamated Company consequent upon the Amalgamation of BidCo and Aquarius.

Certificates has the meaning as set out in Clause 16.3.

Claim in relation to a Person, means any claim, allegation, cause of action, proceeding, liability, suit or demand made against the Person concerned however it arises and whether it is present or future, fixed or unascertained, actual or contingent.

Companies Act means the Companies Act 1981 of Bermuda.

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Competing Proposal

means any proposed takeover bid, scheme of arrangement, amalgamation, reverse takeover, capital reduction, sale of assets, sale of securities, strategic alliance, joint venture, partnership, dual listed companies structure, economic or synthetic merger or combination or other transaction or arrangement which, if completed, would result in a Third Party:

(a) directly or indirectly acquiring or being entitled to acquire a Relevant Interest or any other direct or indirect interest in 20% or more of the Aquarius Shares; or

(b) directly or indirectly acquiring or being entitled to acquire the whole or material part of the business or assets of the Aquarius Group; or

(c) acquiring control of Aquarius or merging or amalgamating with Aquarius.

Condition means a condition as set out in Clause 4.2.

Conditions Fulfilment

means the satisfaction or waiver (in accordance with Clause 4.3) of all Conditions.

Conditions Fulfilment Date

means the date that the parties agree that Conditions Fulfilment is to occur in accordance with Clause 5.1.

Constitutional Indemnification Rules

has the meaning set out in Clause 12.3.

Counter Proposal

has the meaning as set out in Clause 14.5(e).

Dissenting Shareholder

means an Aquarius Shareholder who did not vote in favour of the Amalgamation and who complies with all of the provisions of the Companies Act concerning the right of holders of shares to require appraisal of their Aquarius Shares under Bermuda Law.

Dissenting Shares

mean Aquarius Shares held by a Dissenting Shareholder.

Due Diligence Information

means information relating to the business, assets, liabilities, operations, profits and losses, financial position, performance and prospects of the Aquarius Group provided or made available by or on behalf of any members of the Aquarius Group to Sibanye on or before 2 September 2015 via the "Project Cobra" online data room maintained by Aquarius (a CD record of which information has been initialled by the Parties for the purposes of identification).

Effective means the coming into effect, pursuant to the Companies Act, of the Amalgamation by the registration of the Amalgamated Company with the Registrar of Companies and the consequent issuance of a Certificate of Amalgamation.

Effective Time means the time at which the Amalgamation becomes Effective, intended to be 9.00 a.m. on the next Business Day after the Record Date.

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Encumbrance means any option or right of pre-emption or mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other security agreement or arrangement.

End Date means the date that is six (6) months after the date of this Agreement, subject to any extension to that date made under Clauses 4.6 and 4.7.

Exchange Fund has the meaning as set out in Clause 16.2.

Excluded Shares has the meaning as set out in Clause 3.1(c).

Exclusivity Period

means the period starting on the date of this Agreement and ending on the earlier of:

(a) the date the Amalgamation becomes Effective;

(b) the termination of this Agreement in accordance with its terms; and

(c) the End Date.

FCA means the UK Financial Conduct Authority (or its successor bodies).

FSMA means the Financial Services and Markets Act 2000 of the UK.

Governmental Authority

means any nation or government, any state or other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any self-regulatory organisation.

Group in relation to a company, means that company, any Subsidiary or any holding company from time to time of that company, and any Subsidiary from time to time of a holding company of that company. Each company in a Group is a member of the Group.

Implats

means Impala Platinum Holdings Limited (Registration No. 1957/001979/06).

Impugned Amount

means all or part of the payment required to be made under Clause 15.6 that is found by a court to:

(a) be unlawful; or

(b) involve a breach of directors' duties.

Independent Expert

means the independent expert engaged by Aquarius in accordance with ASIC Regulatory Guides 111 and 112.

Independent Expert's Report

means a report prepared by the Independent Expert in accordance with the ASIC Regulatory Guide 111, to be provided to the Aquarius Board and Aquarius Shareholders on whether, in the opinion of the Independent Expert, the Amalgamation is fair and reasonable and in the best interest of Aquarius Shareholders

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Insolvency Event

means any of the following:

(a) a person is or states that the person is unable to pay from the person's own money all the person's debts as and when they become due and payable;

(b) a person is taken or must be presumed to be insolvent or unable to pay the person's debts under any applicable legislation;

(c) an application or order is made for the winding up or dissolution or a resolution is passed or any steps are taken to pass a resolution for the winding up or dissolution of a company and such application is not stayed, withdrawn, dismissed, discharged or restrained within seven days;

(d) an administrator, provisional liquidator, liquidator or business rescue practitioner or person having a similar or analogous function under the laws of any relevant jurisdiction is appointed in respect of a company or any action is taken to appoint any such person and the action is not stayed, withdrawn, dismissed, discharged or restrained within seven days;

(e) a controller is appointed in respect of any property of a company;

(f) a person enters into or takes any action to enter into an arrangement (including a scheme of arrangement or deed of company arrangement), composition or compromise with, or assignment for the benefit of, all or any class of the person's creditors or members or a moratorium involving any of them; or

(g) anything analogous to or of a similar effect to anything described above under the law of any relevant jurisdiction occurs in respect of a person.

Interim Period means the period from (and including) the date of this Agreement up to (but excluding) the Effective Time or, if earlier, the termination or rescission of this Agreement in accordance with its terms.

JSE means JSE Limited, registration number 2005/022939/06, a company incorporated in South Africa or, as the context requires, the securities exchange conducted by it and licenced under the Financial Markets Act, 2012 of South Africa.

JSE Listings Requirements

means the listings requirements of the JSE, as amended from time to time.

Law means any federal, state, local or foreign law, statute, ordinance or common law, or any rule, regulation, standard, order or agency requirement of any Governmental Authority in any jurisdiction.

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Loan Agreement means any inter-company loan agreement between any member or members of the Sibanye Group and BidCo with respect to the financing of the Amalgamation Consideration.

LSE means the London Stock Exchange plc.

Matching Right Notice

has the meaning as set out in Clause 14.5.

Material Adverse Change

means any change, effect, event or occurrence in relation to Aquarius, AQPSA or Mimosa, which:

(a) has had or is reasonably likely to have a material adverse effect on the business, condition (financial or otherwise), assets, liabilities or results of operations of Aquarius; or

(b) would result in an inability of Aquarius to implement the Amalgamation;

and includes:

(c) an Insolvency Event occurring to Aquarius, AQPSA or Mimosa; or

(d) any other change, effect, event, occurrence or fact that has (or is reasonably expected to have) a material adverse effect on Aquarius,

provided however that any change, effect, event or occurrence to the extent resulting from the following shall not be taken into account:

(e) any change generally affecting the gold and uranium or platinum group metals mining industries respectively, including but not limited to any change relating to the price of gold, uranium or platinum group metals;

(f) the foreign exchange rate of currency;

(g) any change in any applicable laws (including environmental laws) or industry standards;

(h) any transaction announced by Aquarius after obtaining the consent of Sibanye in respect thereof (to the extent required hereunder);

(i) any matter fairly disclosed in the Due Diligence Information;

(j) any matter, fact or circumstance the subject of public disclosure by Aquarius or otherwise fairly disclosed in any publicly available information before the date of this Agreement;

(k) any actions specifically required to be taken by a Party pursuant to this Agreement; or

(l) the Transaction or the Announcement thereof.

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For the purposes of this definition, the Parties agree that, without limiting any of the descriptions above, a material adverse change as described above shall be:

(m) an event or occurrence having a prejudicial impact or materially disproportionate effect on Aquarius or its business or assets to the value of $75 million or more; or

(n) an event that impacts Aquarius’ total annual production (as measured by each of (i) underground tonnes milled and (ii) 4E ounces delivered in concentrate) by more than 25%, other than an event which is beyond the reasonable control and without the fault or negligence of Aquarius (including but not limited to acts of God, war, strikes or labour disputes, Eskom outages, government orders or any other force majeure event) that the Parties acting reasonably and in good faith agree can be remedied within a 12 month period.

Material Contract

means any material contract (including for the avoidance of doubt any amendments thereto) entered into by any member of the Aquarius Group, including (without limitation):

(a) the Kroondal notarial pool and sharing agreement (including the agreements attached thereto as annexures) dated 6 June 2003 entered into between RPM and AQPSA;

(b) the Marikana notarial pool and sharing agreement (including the agreements attached thereto as annexures) dated 11 July 2005 entered into between RPM and AQPSA;

(c) the shareholders agreement entered into between Implats and Aquarius in respect of Mimosa Investments Limited (Registration No. 26645/6593);

(d) the concentrate sale agreement dated 6 June 2003 entered into between RPM and AQPSA;

(e) the financing and/or security agreements entered into between Watervale Platinum Mines Proprietary Limited (Registration No. 2003/013931/07 and RMB and/or between Aquarius Platinum Investments and RMB;

(f) the off-take agreement entered into between Centametall AG of Switzerland and Mimosa Mining Company (Private) Limited.

Meeting Date means the date of the Amalgamation Meeting at which the Aquarius Shareholders vote on a resolution to approve the Amalgamation.

Memorandum of Association

means the memorandum of association of the Amalgamated Company, the form of which will be agreed as soon as practicable after the date of this Agreement between the Parties (such agreement not to be unreasonably withheld or delayed) and included as Annexure A to the Amalgamation Agreement.

Mimosa means Mimosa Investments Limited.

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Mining Titles means collectively, and in each case as amended from time to time, all right, title and interest in and to any and all mining, prospecting, common law mineral rights, authorisations, government concession, and/or mining lease titles and any other instruments of authority issued by any lawful agency in connection with the aforesaid, held by the Aquarius Group in any jurisdiction on the date of this Agreement and as of the Effective Time, which are material to the business of the Aquarius Group.

Non-Disclosure Agreement

means the confidentiality, standstill and exclusivity agreement between Sibanye and Aquarius dated 5 August 2015.

Notice of Amalgamation Meeting

means a notice convening the Amalgamation Meeting and includes any accompanying explanatory information, circular and other materials.

Paying Agent has the meaning as set out in Clause 16.1.

Paying Party has the meaning as set out in Clause 15.7.

Permitted Encumbrance

means, with respect to the Mining Titles:

(a) rights reserved or vested in any Governmental Authority by the terms of any instrument or grant affecting the Mining Titles;

(b) taxes or royalties imposed by any Governmental Authority;

(c) the terms and conditions of the Mining Titles;

(d) all applicable laws, rules and orders of any Governmental Authority;

(e) reservations, limitations, provisos and conditions contained in any original grant of any of the land the subject of the Mining Titles or interests therein and statutory exceptions to title;

(f) the terms of the agreements which affect or relate to the Mining Titles and the rights of third parties under those agreements; and

(g) caveats and registrations associated with the agreements which affect or relate to the Mining Titles.

Person or Persons

includes an individual, firm, corporation, partnership, limited liability company, trust, association, unincorporated association, Governmental Authority or other entity or body of persons.

Protected Party has the meaning as set out in Clause 13.1(a)(i).

Provision has the meaning as set out in Clause24.

Receiving Party has the meaning as set out in Clause 15.7.

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Record Date means the record date to determine entitlements to receive the Amalgamation Consideration which shall be 5.00pm (Sydney time) on the fifth Business Day after suspension of trading as indicated in the Timetable.

Registered Address

means, in relation to an Aquarius Shareholder, the address of the shareholder shown in the Aquarius Share Register.

Registrar of Companies

means the Registrar of Companies of Bermuda.

Relevant Date means, in relation to a Condition , the date or time specified in this Agreement for its fulfilment subject to any extension made under Clauses 4.6 or 4.7 (as applicable).

Relevant Interest means any interest in shares or other securities that causes or permits a person to:

(a) exercise or influence (or restrain) the exercise of voting rights on shares or other securities (whether through the giving of voting instructions or as proxy or otherwise); or

(b) dispose or to influence (or restrain) the disposal of shares or other securities,

including inter alia the legal ownership of a share or other security and an interest under an option agreement to acquire a share or other security.

Relevant Local Currency

means, in respect of an Amalgamation Participant, the currency of the country of the relevant securities exchange on which that Amalgamation Participant's Aquarius Shares are listed.

Restricted Party has the meaning as set out in Clause 13.1.

RMB means Rand Merchant Bank, a division of FirstRand Bank Limited (Registration No. 1929/001225/06).

RPM means Rustenburg Platinum Mines Limited (Registration No. 1931/003380/06).

SARB Approvals means approval of the South African Reserve Bank pursuant to the Exchange Control Regulations, 1961 (issued in terms of the Currency Exchanges Act, 1933) of South Africa for Sibanye or one of its Subsidiaries to enter into the Transaction Documents and implement the Transaction including (amongst other things) performing its obligations under the Amalgamation and paying the Amalgamation Consideration.

Sibanye Group means, collectively, Sibanye, BidCo and their respective Subsidiaries.

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Sibanye Indemnified Party

Each of:

(a) the directors, officers and employees of Sibanye; and

(b) Sibanye’s Subsidiaries and their respective directors, officers and employees.

Sibanye Provided Information

means all of the information regarding the Sibanye Group provided by or on behalf of BidCo or Sibanye to Aquarius for inclusion in the Notice of Amalgamation Meeting and any updates to that information provided by or on behalf of BidCo or Sibanye to Aquarius in accordance with Clause 10.

Sibanye Regulatory Approvals

means the consents, approvals, clearances, decisions, determinations or other acts by a Governmental Authority, which Sibanye and Aquarius agree are necessary for the Conditions Fulfilment and are the responsibility of Sibanye and/or BidCo, limited to the following:

(a) BMA Approval;

(b) SARB Approvals;

(c) South African Competition Authorities’ Approval; and

(d) Zimbabwean Competition and Tariff Commission Approval.

South Africa means the republic of South Africa.

South African Competition Authorities

means the South African Competition Commission and the Competition Tribunal, as further described in the South African Competition Legislation.

South African Competition Legislation

means the South African Competition Act, 1998 and the Regulations published thereunder.

Subsidiary means any entity in which a Person owns or controls, directly or indirectly, share capital or other equity interests representing more than 50% of the outstanding voting power in such entity, and “Subsidiaries” means any number of such Persons, provided that in the case of Aquarius, Mimosa is considered to be a "Subsidiary".

Superior Proposal

means a written bona fide Competing Proposal received after the date of this Agreement that:

(a) does not result from a breach by Aquarius of any of its obligations under Clause 14 or from any act by a member of the Aquarius Group which, if done by Aquarius, would constitute a breach of Clause 14 by Aquarius; and

(b) the Aquarius Board, acting in good faith and after taking advice from Aquarius' financial and legal advisers, determines:

(i) is reasonably capable of being valued and implemented, taking into account all aspects of the Competing Proposal, including its conditions precedent; and

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(ii) it would, if completed substantially in accordance with its terms, be more favourable to Aquarius Shareholders than the Amalgamation, taking into account all the terms and conditions of the Competing Proposal and the Amalgamation.

Tax Laws means any and all federal, state, local and foreign laws applying income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, stock, franchise, profits, withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other similar taxes (together with any and all interest, penalties and additions to tax imposed with respect thereto) imposed by any Governmental Authority or Taxation Authority.

Taxation Authority

means any government, state or municipality or any local, state, federal or other authority, body or official anywhere in the world or elsewhere exercising a fiscal, revenue, customs or excise function.

Third Party means any person other than Sibanye or a member of the Sibanye Group.

Timetable means the timetable setting out the intended sequencing of events required for the Amalgamation to become Effective, as set out in Schedule 2.

Transaction means the acquisition of Aquarius by Sibanye under the Amalgamation or by such other means as may be agreed by the parties pursuant to this Agreement.

Transaction Documents

means this Agreement, the Amalgamation Agreement, Loan Agreement, any supplementary agreements entered into between the Parties on or around the date of this Agreement, and the other documents referred to in any of them.

UK means the United Kingdom of Great Britain and Northern Ireland.

UK Disclosure and Transparency Rules

means the disclosure rules and the transparency rules made by the FCA pursuant to part VI of FSMA, as amended from time to time.

UK Listing Rules means the listing rules made by the FCA pursuant to Part VI of FSMA, as amended from time to time.

UK Listing Authority

means the FCA in its capacity as the United Kingdom Listing Authority.

Warranty Claim means a claim for breach of a representation or warranty in Clause 6.

Zimbabwe means the republic of Zimbabwe.

Zimbabwean Competition Authorities

means the Zimbabwean Competition and Tariff Commission, as further described in the Zimbabwean Competition Legislation.

Zimbabwean Competition Legislation

means the Zimbabwean Competition Act (Chapter 14:28), and any regulations published thereunder.

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1.2 In this Agreement, unless the context otherwise requires, references to:

(a) statutory provisions shall be construed as references to those provisions as amended or re-enacted or as their application is modified by other provisions from time to time and shall include references to any provisions of which they are re-enactments (whether with or without modification);

(b) Clauses, Schedules and Annexures are references to clauses hereof, schedules hereto and annexures hereto; references to Sub-clauses or Paragraphs are, unless otherwise stated, references to sub-clauses of the Clause or paragraphs of the Schedule in which the reference appears;

(c) the headings in this Agreement are inserted for convenience only and shall not affect the construction of this Agreement;

(d) the singular shall include the plural and vice versa and references to the masculine shall include the feminine and/or neuter and vice versa;

(e) persons shall include companies, partnerships, associations and bodies of persons, whether incorporated or unincorporated;

(f) a document in “agreed form” are to that document in the form agreed between the Parties and initialled by them or attached as an appendix;

(g) “this Agreement" are to this Implementation Agreement and includes all Schedules and Annexures hereto;

(h) $ is to the lawful currency of the United States of America; and

(i) time in this Agreement is a reference to time in Bermuda, unless otherwise stated.

2. AMALGAMATION

2.1 Agreement to propose and implement the Amalgamation

(a) Aquarius agrees to propose and implement the Amalgamation in accordance with the Companies Act and subject to the terms of this Agreement, and must use all reasonable endeavours to do so in accordance with the Timetable.

(b) Sibanye and BidCo agree to assist Aquarius to propose and implement the Amalgamation in accordance with the Companies Act and subject to the terms of this Agreement, and must use all reasonable endeavours to do so in accordance with the Timetable.

2.2 Effect of the Amalgamation

(a) Upon the terms and conditions of this Agreement and Amalgamation Agreement, each of Aquarius and BidCo shall cause an application for registration of the Amalgamated Company to be submitted to the Registrar of Companies as provided by Section 108 of the Companies Act such that the Amalgamation shall become Effective at the Effective Time.

(b) As of the Effective Time, subject to the terms and conditions of this Agreement and the Amalgamation Agreement, each of BidCo and Aquarius shall be amalgamated and the Amalgamated Company shall continue after the Amalgamation. The Parties acknowledge and agree that:-

(i) the Amalgamation shall be effected so as to constitute an “amalgamation” in accordance with Section 104 of the Companies Act;

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(ii) Aquarius and BidCo shall continue as one company and the Amalgamated Company shall be deemed an “amalgamated company” as such term is understood under the Companies Act;

(iii) the name of the Amalgamated Company shall be “Sibanye Platinum Bermuda Proprietary Limited” and its registered office shall be c/o BeesMont Corporate Services Limited, 5th Floor Andrew’s Place, 51 Church Street, Hamilton HM 12, Bermuda;

(iv) the property of Aquarius and BidCo shall become the property of the Amalgamated Company;

(v) the Amalgamated Company shall continue to be liable for the obligations of each of Aquarius and BidCo;

(vi) an existing cause of action, Claim or liability to prosecution against Aquarius and/or BidCo shall be unaffected and may be enforced or pursued against the Amalgamated Company;

(vii) a civil, criminal or administrative action or proceeding pending by or against either Aquarius or BidCo may be continued to be prosecuted by or against the Amalgamated Company;

(viii) a conviction against or ruling, order, or judgment in favour of or against Aquarius or BidCo may be enforced by or against the Amalgamated Company; and

(ix) the Certificate of Amalgamation issued by the Registrar of Companies in Bermuda shall be deemed to be the certificate of incorporation of the Amalgamated Company; however the date of incorporation of a company is its original dates of incorporation and its amalgamation with another company does not alter its original date of incorporation.

(c) As of the Effective Time, the Memorandum of Association and Bye-laws of the Amalgamated Company shall be in the form agreed by the Parties as soon as practicable after the date of this Agreement (such agreement not to be unreasonably withheld or delayed) and included as Annexures A and B to the Amalgamation Agreement.

(d) The directors and officers of the Amalgamated Company listed in the Amalgamation Agreement shall be the initial directors and officers of the Amalgamated Company.

(e) From and after the Effective Time Aquarius Shareholders shall cease to have any rights as shareholders of Aquarius, except for the right to receive the Amalgamation Consideration.

3. AMALGAMATION CONSIDERATION

3.1 Conversion

Subject to the terms and conditions of this Agreement and the Amalgamation Agreement, at the Effective Time, by virtue of the Amalgamation and without any action on the part of Sibanye, BidCo or Aquarius, the Aquarius Shareholders or the holders of any share issued and outstanding in BidCo, the following shall occur:

(a) Conversion of Amalgamation Shares: Each Amalgamation Share issued and outstanding immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive the Amalgamation Consideration. The settlement of the Amalgamation Consideration shall be processed in accordance with Clause 16.

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(b) Dissenting Shares: each Dissenting Share shall be cancelled and converted into the right to receive the fair value thereof (as determined in accordance with and subject to the provisions of Clause 3.3).

(c) Excluded Shares: Notwithstanding anything in this Agreement to the contrary, each Aquarius Share that is owned by Aquarius or any of its subsidiaries immediately prior to the Effective Time and which is not subject to an Encumbrance (Excluded Shares) shall, by virtue of the Amalgamation and without any further action on the part of the holder of the Excluded Shares, be cancelled and shall cease to exist and no Amalgamation Consideration shall be delivered in respect of the Excluded Shares.

(d) BidCo Shares: Each BidCo Share issued and outstanding immediately prior to the Effective Time shall be converted into and become a share of the Amalgamated Company which shall be wholly owned (directly or indirectly) by Sibanye.

3.2 Certain Aquarius Shares Adjustments

There shall be an appropriate adjustment to reflect fully and equitably the effect of any share split, reverse share split, share consolidation, share subdivision, share bonus issue, share dividend, reorganisation, recapitalisation, reclassification or other similar event that occurs between the date of this Agreement and the Effective Time with respect to the Aquarius Shares in order to provide the Aquarius Shareholders with the same economic effect as contemplated by this Agreement and the Amalgamation Agreement prior to any such event; provided that nothing in this Clause 3.2 shall be construed to permit Aquarius to take any action with respect to its securities that is prohibited by the terms of this Agreement or the Amalgamation Agreement.

3.3 Dissenting Shares

At the Effective Time, notwithstanding anything in this Agreement to the contrary, any Dissenting Shares shall be cancelled and converted into the right to receive the fair value thereof under the Companies Act. Aquarius shall give BidCo:

(a) prompt notice of:

(i) any demands for appraisal of Dissenting Shares or attempted withdrawal or withdrawals of such demands received by Aquarius and any other instruments served under the Companies Act and received by Aquarius relating to any Dissenting Shareholder’s right to be paid the fair value of such Dissenting Shareholder’s Dissenting Shares; and

(ii) to Aquarius’ knowledge, any applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares; and

(b) to the extent permitted by applicable Law, the opportunity to participate with Aquarius in any and all negotiations and proceedings with respect to any written demands for appraisal under the Companies Act. Neither Aquarius nor BidCo shall, without the prior written consent of the other Party, voluntarily make any payment with respect to, or settle, or offer to settle, any such demands or applications, or waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with the Companies Act.

4. CONDITIONS TO COMPLETION

4.1 Amalgamation will not become Effective until Conditions satisfied

Subject to this Clause 4, the Amalgamation will not become Effective unless and until each Condition is satisfied or waived under Clause 4.2 and the Certificate of Amalgamation is issued.

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4.2 Conditions

The Conditions are as follows:

Condition Party entitled to benefit

Party responsible

(a) No restraint adversely affecting Conditions Fulfilment

No order, injunction or other decision or ruling issued or made by any court, tribunal, regulatory authority or other legal restraint or prohibition preventing the Amalgamation or otherwise preventing Conditions Fulfilment is in effect, pending or threatened at 5:00 pm on the day before the Conditions Fulfilment Date.

Sibanye, BidCo and Aquarius

Sibanye, BidCo and Aquarius

(b) Sibanye Regulatory Approvals are obtained

The Sibanye Regulatory Approvals are obtained or deemed to be obtained in accordance with Clause 4.4 by no later than 5.00 pm on the day that is 15 Business Days prior to the End Date and are not thereafter withdrawn prior to the Effective Time.

Sibanye and BidCo, but cannot be waived

Sibanye and BidCo

(c) Aquarius Regulatory Approvals are obtained

The Aquarius Regulatory Approvals are obtained or deemed to be obtained in accordance with Clause 4.4 by no later than 5.00 pm on the day that is 15 Business Days prior to the End Date and are not thereafter withdrawn prior to the Effective Time.

Aquarius, but cannot be waived

Aquarius

(d) Independent Expert's Report

The Independent Expert issues the Independent Expert's Report before the Notice of Amalgamation Meeting is dispatched to Aquarius Shareholders.

Aquarius Aquarius

(e) Aquarius Shareholder Approval

Aquarius Shareholder Approval is obtained at the Amalgamation Meeting.

Sibanye, BidCo and Aquarius, but cannot be waived

Aquarius

(f) BidCo Shareholder Approval

BidCo Shareholder Approval is obtained prior to 5.00 pm on the day before the Conditions Fulfilment Date.


Sibanye and BidCo

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(g) Receipt of Aquarius Completion Deliverables

BidCo's Attorneys have received a copy of the Amalgamation Agreement executed in escrow on behalf of Aquarius and the other Aquarius Completion Deliverables prior to 5.00 pm on the day before the Conditions Fulfilment Date.

Sibanye and BidCo, but cannot be waived

Aquarius

(h) Receipt of BidCo Completion Deliverables

Aquarius’ Attorneys have received a copy of the Amalgamation Agreement executed in escrow by BidCo and the other BidCo Completion Deliverables prior to 5.00 pm on the day before the Conditions Fulfilment Date.


Sibanye and BidCo

(i) Aquarius representations and warranties

Each of the representations and warranties given or made by Aquarius under Clauses 6.2 and 6.3 is true and correct in all material respects as at each time it is given or made.

Sibanye and BidCo

Aquarius

(j) Sibanye and BidCo representations and warranties

Each of the representations and warranties given or made by Sibanye and BidCo under Clauses 6.2 and 6.4 is true and correct in all material respects as at the time it is given or made.

Aquarius Sibanye and BidCo

(k) No Material Adverse Change

No Material Adverse Change occurs between the date of this Agreement and 5.00 pm on the day before the Conditions Fulfilment Date.

Sibanye and BidCo

Aquarius

(l) Third Party Consents

Prior to 5.00 pm on the day before the Meeting Date, Aquarius shall procure the written consent of all such Persons as may be required in order to enter into and implement this Agreement, including (without limitation):

(i) Implats, to the extent that this may be required under the shareholders agreement entered into between Implats and Aquarius in respect of Mimosa Investments Limited (Registration No. 26645/6593); and

(ii) RMB to the extent that this may be required in respect of the encumbrances over certain of the Aquarius Shares in favour of RMB.

In relation to (i) and (ii), to the extent that such consent is not required, failure to obtain that consent shall not constitute a failure to satisfy this Condition 4.2(l).

Sibanye and BidCo

Aquarius

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4.3 Waiver of Conditions

(a) If, according to the table in Clause 4.2, a Condition has been included for the benefit of one Party only, only that Party may, in its sole and absolute discretion, waive the breach or non-fulfilment of the Condition, except where expressly stated that the Condition may not be waived.

(b) If, according to the table in Clause 4.2, a Condition has been included for the benefit of both Parties, the breach or non-fulfilment of the Condition may be waived only by the consent of both Parties.

(c) Notwithstanding Clauses 4.3(a) and 4.3(b), a Party for whose benefit a Condition has been included must not waive the Condition if it would result in a breach of Law or, according to the table in Clause 4.2, the Condition cannot be waived.

(d) The breach or non-fulfilment of a Condition may only be waived in writing.

(e) If a Party waives the breach or non-fulfilment of a Condition, that waiver precludes the Party from suing another Party for any breach of this Agreement that resulted in the breach or non-fulfilment of the Condition.

4.4 Regulatory Approvals

(a) Notwithstanding the Relevant Dates for obtaining the Sibanye Regulatory Approvals and the Aquarius Regulatory Approvals, as specified in Clauses 4.2(b) and 4.2(c) respectively, the Parties:

(i) acknowledge that receipt of the Sibanye Regulatory Approvals and the Aquarius Regulatory Approvals are required in order to set the Conditions Fulfilment Date (in accordance with Clause 5.1), to enable Conditions Fulfilment to occur and subsequently for the Amalgamation to become Effective; and

(ii) agree, without limiting the generality of Clause 4.5(a), to each use their reasonable endeavours to procure that the Sibanye Regulatory Approvals and the Aquarius Regulatory Approvals are obtained as soon as practicable after the date of this Agreement.

(b) For the purposes of Clauses 4.2(b) and 4.2(c), where the relevant Governmental Authority has granted a conditional approval, the relevant Sibanye Regulatory Approval or Aquarius Regulatory Approval (as the case may be), shall be deemed to have been obtained if any such condition(s) cannot reasonably be considered to have a material adverse effect on the value of Aquarius Shares. It is, however, recorded and agreed that the aforementioned proviso does not apply in respect of any approval required by South African Competition Legislation or Zimbabwean Competition Legislation, which must be obtained on an unconditional basis or on such conditions as are acceptable to Sibanye.

4.5 Fulfilment of Conditions

Each of Sibanye, BidCo and Aquarius must:

(a) use its reasonable endeavours (other than by waiver) to ensure and procure that each Condition for which, according to the table in Clause 4.2, it is responsible for is satisfied as soon as practicable after the date of this Agreement and continues to be satisfied at all times until the last time it is to be satisfied (as the case may require), with a view to the Effective Time occurring before the End Date;

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(b) in respect of any Condition for which, according to the table in Clause 4.2, both Parties are

responsible, then each Party shall co-operate with the other in good faith and provide such assistance as may be reasonably requested by the other to ensure and procure that the Condition is satisfied as soon as practicable after the date of this Agreement and continues to be satisfied at all times until the last time it is to be satisfied (as the case may require), with a view to the Effective Time occurring before the End Date;

(c) save as where permitted by this Agreement or contemplated by the Transaction, not take any action or refrain from taking any action (except as required by Law) designed or intended, or reasonably likely, to prevent any of the Conditions being satisfied or which would otherwise reasonably be expected to result in any Condition not being satisfied, without the prior consent of the other;

(d) keep the other promptly and reasonably informed of the steps it has taken and of its progress towards satisfaction of the Conditions;

(e) promptly inform the other of any circumstances that it becomes aware of which may result in any of the Conditions not being satisfied in accordance with its terms; and

(f) promptly advise the other after becoming aware of the satisfaction of a Condition.

4.6 Condition is not fulfilled or waived

If:

(a) a Condition has not been fulfilled by the Relevant Date or has been breached, and (if capable of being waived) such non-fulfilment or breach is not waived in accordance with Clause 4.3;

(b) the Effective Time does not occur on or prior to the End Date; or

(c) there is an act, failure to act, event or occurrence which will:

(i) prevent a Condition being fulfilled by the Relevant Date; or

(ii) prevent the Amalgamation becoming Effective by the End Date, or

(iii) otherwise result in a Condition being incapable of satisfaction (and the breach or non-fulfilment of the Condition which would otherwise occur or has occurred has not been waived in accordance with Clause 4.3),

then, BidCo and Aquarius must consult in good faith for a period of at least ten (10) Business Days to determine whether:

(d) the Transaction may proceed by way of alternative means or methods so as to achieve a commercial outcome which is substantially the same as that achieved by the Amalgamation; and/or

(e) to extend the Relevant Date or the End Date, or both.

4.7 Automatic extension to the End Date for Regulatory Approvals

(a) Without limiting the Parties' obligations pursuant to Clause 4.6, if the Amalgamation does not become Effective by the End Date by reason of the fact that a determination in respect of an Aquarius Regulatory Approval or a Sibanye Regulatory Approval required to satisfy the Condition set out in Clause 4.2(b) or 4.2(c), respectively, has not yet been made (and, as a result, Conditions Fulfilment cannot occur), then BidCo and Aquarius hereby agree

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that the End Date will automatically be extended (once only) such that the End Date becomes the date that is nine (9) months after the date of this Agreement.

(b) If an extension of the End Date is made pursuant to Clause 4.6 to a date that is less than nine (9) months after the date of this Agreement then this Clause 4.7 will apply to automatically extend the End Date for such a period as results in the End Date becoming the date that is nine (9) months after the date of this Agreement.

(c) Nothing in this Clause 4.7 shall prevent the Parties from agreeing under Clause 4.6 to an extension of the End Date to a date that is later than nine (9) months after the date of this Agreement, in which case this Clause 4.7 will not apply.

5. COMPLETION

5.1 Conditions Fulfilment

(a) BidCo and Aquarius will agree the Conditions Fulfilment Date by written notice as soon as practicable after Aquarius Shareholder Approval has been obtained at the Amalgamation Meeting and the Sibanye Regulatory Approvals and Aquarius Regulatory Approvals have been obtained.

(b) The Conditions Fulfilment Date must take place on or prior to the End Date but after the satisfaction or waiver (if applicable) of each Condition, other than the Conditions in Clauses 4.2(b), 4.2(c), 4.2(e). 4.2(f), 4.2(g) and 4.2(h) which cannot be waived.

(c) On the Conditions Fulfilment Date, or as soon as possible thereafter, Aquarius shall make a public Announcement in a form approved by BidCo which may be a joint Announcement with Sibanye to include the following statements:

(i) Conditions Fulfilment has occurred and all Conditions have been met to the Parties’ satisfaction or otherwise waived in accordance with Clause 4.3;

(ii) the date on which trading in Aquarius Shares will be suspended from trading on each relevant exchange; and

(iii) the Record Date for determining entitlements to the Amalgamation Consideration.

5.2 Location

Conditions Fulfilment will take place at the offices of Aquarius’ Attorneys (or at such other place as the Parties may agree in writing).

5.3 Aquarius Completion Deliverables

At or prior to Conditions Fulfilment, Aquarius must deliver or procure the delivery to BidCo or BidCo's Attorney of the following Aquarius Completion Deliverables:

(a) Certified resolutions of the board of directors of Aquarius at a meeting of the board duly called and held approving (1) the entry into, and implementation of, this Agreement, the Amalgamation Agreement and the other Transaction Documents to which it is a party; (2) subject to the opinion of the Independent Expert, the Amalgamation Consideration as constituting fair value for the Aquarius Shares; and (3) such other matters as may have been agreed between the Parties.

(b) A certified copy of the Aquarius Shareholder Approval approving the Amalgamation and the entry into, and implementation of, the Amalgamation Agreement.

(c) An original of the Amalgamation Agreement duly executed as a deed on behalf of Aquarius.

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(d) A certificate of compliance issued by the Registrar of Companies in respect of Aquarius.

(e) Letters of resignation from all of the current directors and officers of Aquarius to be effective at the Effective Time.

(f) The Aquarius Statutory Declaration.

5.4 BidCo Completion Deliverables

At Conditions Fulfilment, BidCo must deliver or procure the delivery to Aquarius or Aquarius' Attorney of the following BidCo Completion Deliverables:

(a) The BMA Approval.

(b) Certified resolutions of the board of directors of BidCo and of the board of directors and sole shareholder of BidCo, i.e. Sibanye, approving this Agreement, the Amalgamation Agreement and the other Transaction Documents.

(c) An original of the Amalgamation Agreement duly executed as a deed on behalf of BidCo.

(d) A certificate of compliance issued by the Registrar of Companies in respect of BidCo.

(e) The BidCo Statutory Declaration.

5.5 Effective Time

(a) Upon satisfaction of the obligations under Clause 5.3 and 5.4, BidCo and Aquarius must procure that the necessary documents are filed with the Registrar of Companies such that the Amalgamation becomes Effective at the Effective Time.

(b) The Amalgamation shall become Effective without any further action upon the issuance of the Certificate of Amalgamation showing the Effective Time.

(c) The Effective Time must take place prior to the End Date (as may be extended pursuant to Clauses 4.6 or 4.7).

6. REPRESENTATIONS AND WARRANTIES

6.1 Preliminary

(a) Each Party acknowledges that Aquarius, or BidCo and Sibanye (as applicable) have executed this Agreement and agreed to take part in the Transaction on the basis of, and in reliance on, the representations and warranties that are in Clauses 6.2, 6.3 and 6.4 (as applicable).

(b) Each of the representations and warranties by Aquarius in Clause 6.3 are qualified by any fact, matter or circumstance:

(i) fairly disclosed in the Due Diligence Information;

(ii) fairly disclosed in any reasonably available and easily accessible public information;

(iii) the subject of public disclosure on a relevant securities exchange by Aquarius prior to the date of this Agreement; or

(iv) expressly contemplated by this Agreement.

(c) Each representation and warranty given or made under Clauses 6.2, 6.3 and 6.4 is given:

(i) as at the date of this Agreement;

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(ii) as at 5:00 p.m. on the day before the Meeting Date;

(iii) as at 5:00 pm on the day before the Conditions Fulfilment Date;

(iv) immediately before the Effective Time.

(d) Aquarius shall ensure that neither Aquarius nor any other member of the Aquarius Group does anything during the Interim Period which would be materially inconsistent with any of the representations and warranties in Clauses 6.2 and 6.3, breach any such representations and warranties or cause any such representations or warranties to be untrue or misleading.

(e) Sibanye and BidCo shall ensure that neither Sibanye, BidCo nor any other member of the Sibanye Group does anything during the Interim Period which would cause any of the representations or warranties in Clauses 6.2 and 6.4 to be untrue or misleading on the relevant date under Clause 6.1(c).

(f) If, at any time during the Interim Period, a Party becomes aware that a representation and warranty given by it has been materially breached, is untrue or is misleading in a material respect, or has a reasonable expectation that any of those things will occur, it shall immediately:

(i) notify the other Parties of the relevant occurrence in sufficient detail to enable them to make an accurate assessment of the situation; and

(ii) if requested by any of the other Parties, use its commercially reasonable efforts to prevent or remedy the notified occurrence.

(g) Each of the representations and warranties in this Agreement is separate and, unless otherwise specifically provided, is not limited by reference to any other representation and warranty or any other Provision in this Agreement.

6.2 Mutual representations and warranties

BidCo and Sibanye each severally represent and warrant to Aquarius in respect of itself, and Aquarius represents and warrants to each of BidCo and Sibanye, that (subject to fulfilment or waiver of any relevant Conditions):

(a) (power) it has full legal capacity and power to:

(i) own its property and to carry on its business; and

(ii) enter into this Agreement, the Amalgamation Agreement and the other Transaction Documents to which it is a party and carry out the transactions that each of the Transaction Documents (as applicable) contemplates in accordance with its terms;

(b) (corporate authority) it has taken all corporate action that is necessary or desirable to authorise it entering into this Agreement, the Amalgamation Agreement and the other Transaction Documents to which it is a party and carrying out the transactions that each of the Transaction Documents (as applicable) contemplates in accordance with its terms;

(c) (Authorisations) it holds each Authorisation that is necessary or desirable to:

(i) enable it to properly execute this Agreement, the Amalgamation Agreement and the other Transaction Documents to which it is a party and to carry out the transactions that each of the Transaction Documents (as applicable) contemplates in accordance with its terms;

(ii) ensure that this Agreement, the Amalgamation Agreement and the other Transaction Documents to which it is a party are legal, valid, binding and admissible in evidence;

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(iii) enable it to properly carry on its business in accordance with all applicable Laws; and

(iv) comply with any conditions to which any such Authorisation is subject;

(d) (Agreement effective) this Agreement, the Amalgamation Agreement and the other Transaction Documents to which it is a party constitutes its legal, valid and binding obligations, enforceable against it in accordance with their terms;

(e) (no contravention) neither its execution of this Agreement, the Amalgamation Agreement or the other Transaction Documents to which it is a party nor the carrying out by it of the transactions that it contemplates in accordance with their terms, does or will contravene:

(i) any Law to which it or any of its property is subject or any order of any Governmental Authority that is binding on it or any of its property;

(ii) any Authorisation held by it;

(iii) any undertaking or instrument binding on it or any of its property; or

(iv) its constitution or memorandum of association and bye-laws (however described);

(f) (no Insolvency Event) neither it nor any of its Subsidiaries is affected by an Insolvency Event, in each case which would be reasonably likely to be material to the relevant Group;

(g) (not representative capacity) it is not entering into this Agreement or the Amalgamation Agreement as trustee of any trust or settlement or otherwise in a representative capacity;

(h) (information provided to the Independent Expert) all information provided by it to the Independent Expert will be provided in good faith and on the understanding that the Independent Expert will rely on that information for the purpose of preparing the Independent Expert's Report; and

(i) (no other approvals necessary) to its knowledge, no consents, approvals or other acts by a Governmental Authority are necessary to in order for the Amalgamation to become Effective other than the Aquarius Regulatory Approvals and the Sibanye Regulatory Approvals.

6.3 Aquarius representations and warranties

Aquarius represents and warrants to each of Sibanye and BidCo that:

(a) (status) it is a Bermuda exempted company and is duly organised, validly existing and in good standing under the laws of Bermuda;

(b) (Due Diligence Information not false or misleading) Aquarius has not knowingly:

(i) omitted to disclose information to Sibanye or BidCo, the disclosure of which might reasonably be expected to have resulted in Sibanye or BidCo deciding not to proceed with the Amalgamation, or entering into this Agreement on materially different terms; or;

(ii) included anything materially false or misleading in the Due Diligence Information;

(c) (Aquarius Provided Information) as at the date of dispatch of the Notice of Amalgamation Meeting, the Aquarius Provided Information in the Notice of Amalgamation Meeting will not contain any material statement which is false or misleading (including because of any material omission) and will comply in all material respects with the requirements of any applicable Law or rule or requirement of any relevant securities exchange, including the

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Companies Act, ASX Listing Rules, UK Listing Authority and the JSE Listings Requirements;

(d) (continuous disclosure) Aquarius is in compliance in all material respects with its continuous disclosure obligation under ASX Listing Rule 3.1, the UK Disclosure and Transparency Rule 2.2, the JSE Listings Requirement 3.4(a) and, except for information contained in the Announcement to be made in accordance with Clause 8(a), there is no information that is being withheld from disclosure in reliance on ASX Listing Rule 3.1A, the UK Disclosure and Transparency Rule 2.5 and the JSE Listings Requirement 3.1;

(e) (complied with applicable laws) to the best of its knowledge, each member of the Aquarius Group has complied in all material respects with all applicable Laws, the ASX Listing Rules, the requirements of the UK Listing Authority and the JSE Listings Requirements;

(f) (Material Contracts):

(i) To the best of its knowledge, no member of the Aquarius Group has received any notice of termination in respect of any Material Contract and none of them are aware of any intention on the part of any Person to terminate any Material Contract (at any time) or any circumstances which have given rise to, or are reasonably likely to give rise to, a right on the part of a counterparty to a Material Contract to terminate that contract or to accelerate the exercise or performance of any right or obligation under that contract (whether with the giving of notice, lapse of time or otherwise);

(ii) For the avoidance of doubt, the representation in (i) above shall not be taken to have been breached or to be untrue by virtue of the Material Contract identified in paragraph (e) of the definition of Material Contract expiring or terminating in accordance with its terms.

(g) (Mining Titles):

(i) The Mining Titles are legally and beneficially held by a member of the Aquarius Group free from all Encumbrances (except for Permitted Encumbrances) and to the best of its knowledge, are in good standing and are not liable to forfeiture and to the best of its knowledge, there is no matter which is likely to prejudice the renewal of the Mining Titles or which might adversely affect the rights or benefits conferred by the Mining Titles;

(ii) to the best of its knowledge, no Aquarius Group member has received in writing, nor is aware of any facts, circumstances or unremedied breaches which would give rise to the cancellation, forfeiture, suspension or early termination of any of the Mining Titles or the imposition of any new conditions under any of the Mining Titles; and

(iii) to the best of its knowledge, there are no actions, Claims or other proceedings pending or threatened against an Aquarius Group member in any court or other tribunal which in any way might call into question the title of any of the Mining Titles.

(h) (no litigation) to the best of its knowledge, there is no material litigation, arbitration, mediation, conciliation or administrative proceedings taking place, pending or threatened which, if adversely decided, could reasonably be expected to result in a liability on the part of the Aquarius Group of more than $25 million in aggregate or otherwise result in a Material Adverse Change;

(i) (details of Aquarius issued capital) Aquarius has 1,507,106,778 Aquarius Shares on issue as at the date of this Agreement and, save for (A) the 4% convertible bonds due December 2015; (B) any securities set out in the Accepted Securities Schedule; and (C) any other securities on issue at the date of this Agreement which have previously been

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disclosed to each relevant securities exchange prior to the date of this Agreement, Aquarius:

(i) does not have any other shares, options, performance rights or other securities on issue (including any securities, rights or other instruments which may convert into, or may entitle a person to receive, shares or other securities); and

(ii) is not under any actual or contingent obligation to issue, convert or cancel any securities; and

6.4 Sibanye and BidCo representations and warranties

Sibanye and BidCo each severally represent and warrant to Aquarius that:

(a) (status of Sibanye) Sibanye is a South African limited liability company and is duly organised, validly existing and in good standing under the laws of South Africa;

(b) (status of BidCo) BidCo is a Bermuda exempted limited liability company and is duly organised, validly existing and in good standing under the laws of Bermuda;

(c) (Sibanye Provided Information) as at the date of dispatch of the Notice of Amalgamation Meeting, the Sibanye Provided Information in the Notice of Amalgamation Meeting will not contain any material statement which is false or misleading (including because of any material omission) and will comply in all material respects with the requirements of any applicable Law or rule or requirement of any relevant securities exchange, including the Companies Act, the UK Listing Authority and the JSE Listings requirements; and

(d) (capacity to fund Amalgamation Consideration) as at 5.00 pm on the Business Day before the date on which the Effective Time occurs, either BidCo or Sibanye will have available to it sufficient cash amounts (whether from internal cash resources or external funding arrangements or a combination of both) on an unconditional basis to satisfy its obligation to pay the aggregate Amalgamation Consideration in accordance with this Agreement.

7. GENERAL OBLIGATIONS OF THE PARTIES

7.1 Each of BidCo and Aquarius agree to do, execute and perform such further acts, deeds, documents and things as may reasonably be required in order to effect the Amalgamation.

7.2 Without limiting the generality of Clause 7.1, BidCo and Aquarius agree not to act in a manner inconsistent with the Amalgamation becoming Effective.

7.3 Failure by a Party to meet any timeframe or deadline set out in the Timetable will not constitute a breach of this Agreement to the extent that such failure is due to circumstances and matters outside the Party’s control.

8. AQUARIUS' SPECIFIC OBLIGATIONS

Without limiting the generality of Clause 7.1, Aquarius must take all necessary steps to propose and implement the Amalgamation as expeditiously as practicable and use all reasonable endeavours to do so in accordance with the Timetable, including taking each of the following steps:

(a) (Announcement) immediately following execution of this Agreement (or as otherwise agreed by BidCo and Aquarius), Aquarius must issue a public Announcement in respect of the execution of this Agreement in a form approved by BidCo which may be a joint Announcement with Sibanye and includes a statement that each Aquarius Director:

(i) recommends that Aquarius Shareholders vote in favour of the Amalgamation; and

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(ii) who holds or otherwise has the power to exercise or control the exercise of the votes attached to Aquarius Shares intends to vote (or direct the voting of) those Aquarius Shares in favour of the Amalgamation

subject to:

(iii) there being no Superior Proposal; and

(iv) the Independent Expert concluding and continuing to conclude that the Amalgamation is fair and reasonable to, and is in the best interests of, Aquarius Shareholders.

(b) (maintenance of recommendation and voting intention) use its best endeavours to ensure that no Aquarius Director changes or withdraws in any Announcement or other public statement the recommendation in Clause 8(a)(i) or the voting intention in Clause 8(a)(ii), unless:

(i) a Superior Proposal is made and Aquarius has complied with all of its obligations under Clause 14 in respect of that Superior Proposal such that it is permitted by Clause 14.5 to enter into an agreement or arrangement in relation to the implementation of that Superior Proposal; or

(ii) the Independent Expert concludes in the Independent Expert’s Report, or in any written update to that report, that the Amalgamation is not fair, not reasonable, or not in the best interests of Aquarius Shareholders;

(c) (Aquarius Regulatory Approvals) consult with BidCo on all aspects of communications with Governmental Authorities in relation to the Transaction and, as expeditiously as practicable:

(i) apply for the Aquarius Regulatory Approvals and provide BidCo with a copy of all applications lodged;

(ii) take all steps for which it is responsible in the approval process;

(iii) respond to requests for information from the relevant Governmental Authorities in relation to the Aquarius Regulatory Approvals at the earliest practicable time;

(iv) provide BidCo with all information reasonably requested in connection with the applications for Sibanye Regulatory Approvals; and

(v) so far as it is able to do so, at BidCo's request, allow representatives of BidCo the opportunity to be present at any meetings with any Governmental Authority about the Aquarius Regulatory Approvals;

(d) (Independent Expert’s Report):

(i) commission the preparation of the Independent Expert's Report and provide all assistance and information reasonably requested by the Independent Expert to enable it to prepare the Independent Expert’s Report; and

(ii) provide BidCo with a final copy of the Independent Expert's Report received by Aquarius from the Independent Expert;

(e) (prepare Notice of Amalgamation Meeting) as expeditiously as practicable following the date of this Agreement, prepare and finalise the Notice of Amalgamation Meeting in accordance with Clause 10;

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(f) (dispatch Notice of Amalgamation Meeting) as expeditiously as practicable following the finalisation of the Notice of Amalgamation Meeting (and with the prior written consent of BidCo to the inclusion of the Sibanye Provided Information), dispatch a copy of the Notice of Amalgamation Meeting to each Aquarius Shareholder;

(g) (information) subject to all applicable Laws, provide BidCo with such information and assistance as BidCo may reasonably request from time to time for the purpose of soliciting votes in favour of the Amalgamation; and

(h) (amalgamation result) following the Amalgamation Meeting and not later than 5.00pm:

(i) deliver to BidCo’s Attorneys a certificate setting out the voting results from the Amalgamation Meeting; and

(ii) announce on each relevant securities exchange the voting results of the Amalgamation Meeting.

9. SIBANYE AND BIDCO'S OBLIGATIONS

Without limiting the generality of Clause 7.1, Sibanye and BidCo must take all necessary steps within their control to propose and implement the Amalgamation as expeditiously as practicable and use all reasonable endeavours to do so in accordance with the Timetable, including taking each of the following steps:

(a) (Announcement) immediately following execution of this Agreement (or as otherwise agreed by BidCo and Aquarius), ensure that Sibanye issues a public Announcement in respect of the execution of this Agreement in a form approved by Aquarius (and which may be a joint Announcement with Aquarius) that each Sibanye Director considers the Amalgamation to be in the best interests of Sibanye Shareholders;

(b) (Sibanye Regulatory Approvals) as expeditiously as practicable apply for the Sibanye Regulatory Approvals and provide Aquarius with a copy of all lodged applications and keep Aquarius reasonably informed of the progress towards obtaining such approvals;

(c) (Independent Expert’s Report) provide all assistance and information reasonably requested by the Independent Expert in connection with the preparation of the Independent Expert’s Report;

(d) (Sibanye Provided Information) provide all assistance necessary in relation to the Notice of Amalgamation Meeting, including providing Aquarius with the Sibanye Provided Information in accordance with Clause 10;

(e) (BidCo Shareholder Approval) obtain the BidCo Shareholder Approval;

(f) (Amalgamation Consideration) if the Amalgamation becomes Effective pay (or procure the payment of) the aggregate Amalgamation Consideration payable to the Amalgamation Participants in accordance with Clause 16.

10. PREPARATION OF THE NOTICE OF AMALGAMATION MEETING

10.1 Preparation

Without limiting the generality of Clause 7.1:

(a) (Aquarius Provided Information) Aquarius must take all reasonable steps to ensure that the Aquarius Provided Information included in the Notice of Amalgamation Meeting:

(i) complies with the requirements of any applicable Law or rule or requirement of any relevant securities exchange or Governmental Authority, including the Companies

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Act, the ASX Listing Rules, the UK Listing Authority and the JSE Listings Requirements;

(ii) is not, having regard to the applicable disclosure requirements, misleading or deceptive in any material respect (including because of any material omission); and

(iii) unless any of Clauses 8(a)(iii) or 8(a)(iv) apply, Aquarius must include statements (which are displayed prominently) that the Aquarius Directors give the recommendation on the terms set out in Clause 8(a)(i) and have the voting intention on the terms set out in Clause 8(a)(ii); and

(b) (Sibanye Provided Information) Sibanye and BidCo must take all reasonable steps to ensure that the Sibanye Provided Information included in the Notice of Amalgamation Meeting:

(i) complies with the requirements of any applicable Law or rule or requirement of any relevant securities exchange or Governmental Authority, including the Companies Act, the ASX Listing Rules, the UK Listing Authority and the JSE Listings Requirements; and

(ii) is not, having regard to the applicable disclosure requirements, misleading or deceptive in any material respect (including because of any material omission).

10.2 Consultation on the Notice of Amalgamation Meeting

Without limiting the generality of Clause 7.1, Aquarius must consult with BidCo regarding the Notice of Amalgamation Meeting and:

(a) provide drafts of the Notice of Amalgamation Meeting for the purposes of enabling BidCo to comment on those documents; and

(b) take into account reasonable comments made by or on behalf of BidCo when producing revised drafts of the Notice of Amalgamation Meeting.

10.3 Further Aquarius Provided Information

Subject to applicable Law, after consulting in good faith with BidCo as to the need for, and form of, any supplementary disclosure, provide to Aquarius Shareholders as soon as practicable all such further or new information which may arise or become known after the Notice of Amalgamation Meeting has been dispatched which is necessary to ensure that the Aquarius Provided Information:

(a) is not, having regard to the applicable disclosure requirements, false, misleading or deceptive in any material respect (including because of any material omission); and

(b) complies with the requirements of any applicable Law or rule or requirement of any relevant securities exchange or Governmental Authority, including the Companies Act, the UK Listing Authority and the JSE Listings Requirements.

10.4 Further Sibanye Provided Information

BidCo must promptly:

(a) inform Aquarius in writing if it becomes aware that the Sibanye Provided Information is or has become misleading or deceptive in any material respect (including because of any material omission) or otherwise does not comply with the requirements of any applicable Law or rule or requirement of any relevant securities exchange or Governmental Authority, including the Companies Act, the UK Listing Authority and the JSE Listings Requirements; and

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(b) provide to Aquarius such further or new information which may arise after the Notice of Amalgamation Meeting has been finalised or dispatched as may be necessary to ensure that the Sibanye Provided Information is not, having regard to applicable disclosure requirements, false, misleading or deceptive in any material respect (including because of any material omission) or otherwise does not comply with the requirements of any applicable Law or rule or requirement of any relevant securities exchange, including the Companies Act, the ASX Listing Rules, the UK Listing Authority and the JSE Listings Requirements, provided that Aquarius may not disclose any such information without the prior written consent of BidCo (not to be unreasonably withheld or delayed).

10.5 Responsibility statement

Aquarius and BidCo agree that the Notice of Amalgamation Meeting will contain a statement clearly identifying the Aquarius Provided Information and the Sibanye Provided Information and providing that each Party is responsible for the information relating to them and does not accept responsibility for the information relating to the other Party.

11. INTERIM PERIOD

11.1 During the Interim Period, Aquarius must conduct, and must procure that each of its Subsidiaries conducts, its business in the ordinary and proper course and in a manner consistent with the business plan disclosed to Sibanye prior to the date of this Agreement, a copy of which has been signed for identification by each of the Parties and provided to Sibanye and BidCo (Accepted Plan).

11.2 Without limiting Clause 11.1, other than with the prior approval of BidCo or Sibanye (which must not be unreasonably withheld or delayed) or as required by this Agreement, Aquarius must not, during the Interim Period take any action which could reasonably be expected to:

(a) give rise to an Aquarius Prescribed Event; or

(b) result in Aquarius:

(i) producing less than 85% of the total 4E Oz Production (platinum, palladium, rhodium and gold, in any mix);

(ii) milling less than 85% of the planned underground tonnes milled;

(iii) overspending more than 15% of the planned on-mine cash costs; or

(iv) spending less than 75% of the planned capital expenditure,

provided that the prior approval of BidCo or Sibanye is not required to the extent that any deviation from the agreed thresholds is not as a result of the fault of Aquarius.

Each of the above percentages is referrable to the Accepted Plan (on an annualised basis).

11.3 Without limiting Clauses 11.1 or 11.2, during the Interim Period, Aquarius must give to BidCo or Sibanye, as soon as possible, full details of any material change in the business of the Aquarius Group, financial position or assets of Aquarius and any other member of the Aquarius Group.

12. RELEASES

12.1 Aquarius directors and officers

(a) Each of Sibanye and BidCo releases its rights and agrees with Aquarius that it will not make a claim against any Aquarius Indemnified Party as at the date of this Agreement in connection with:

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(i) any breach of any representations, covenants or warranties of Aquarius;

(ii) any disclosures containing any statement which is false or misleading whether in content or by omission.

(b) Clause 12.1(a) does not exclude an Aquarius Indemnified Party from any liability which may arise from fraud or dishonesty in relation to the Company on the part of the person.

(c) Clause 12.1(a) is subject to any restriction under any applicable Law and will be read down accordingly.

(d) Aquarius receives and holds the benefit of Clause 12.1(a) for each Aquarius Indemnified Party as trustee for that Aquarius Indemnified Party.

12.2 BidCo and Sibanye directors and officers

(a) Aquarius releases its rights and agrees with BidCo and Sibanye that it will not make a claim against any Sibanye Indemnified Party (other than BidCo, Sibanye or another member of the Sibanye Group) as at the date of this Agreement in connection with:

(i) any breach of any representations, covenants or warranties of BidCo or Sibanye;

(ii) any disclosures containing any statement which is false or misleading whether in content or by omission.

(b) Clause 12.1(a) does not exclude a Sibanye Indemnified Party from any liability which may arise from fraud or dishonesty on the part of the person.

(c) Clause 12.2(a) is subject to any restriction under any applicable Law and will be read down accordingly.

(d) Sibanye and BidCo each receives and holds the benefit of Clause 12.2(a) for each Sibanye Indemnified Party as trustee for that Sibanye Indemnified Party.

12.3 Director’s and officer’s indemnities and insurance

Subject to the Amalgamation becoming Effective and the Transaction completing, each of Sibanye and BidCo undertakes in favour of Aquarius and each Aquarius Indemnified Party that it will:

(a) ensure that each Aquarius Indemnified Party will retain the benefit of any deed of indemnity, access and insurance entered into in favour of them prior to the Effective Time (provided that each such deed is on terms and conditions not materially more favourable to the relevant Aquarius Indemnified Party than those terms and conditions disclosed by Aquarius to Sibanye in writing prior to or on the date of this Agreement); and

(b) without limiting the foregoing, ensure that directors’ and officers’ run-off insurance cover for their respective directors and officers is maintained for a period of 7 years from the retirement date of each director and officer (and Aquarius may, at its election, pay any amounts necessary to ensure such maintenance upfront prior to implementation of the Amalgamation).

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13. STANDSTILL

13.1 Restrictions

Subject to Clause 13.2, for a period of six months following the date of this Agreement, each Party (Restricted Party) must not, and must procure that each of its Subsidiaries does not:

(a) acquire or offer or agree to acquire:

(i) any Relevant Interest in shares or other securities of the other Party (Protected Party); or

(ii) any other direct or indirect interest in any shares or other securities or assets of the Protected Party or any of its Subsidiaries;

(b) enter into any agreement or arrangement which confers on it rights the economic effect of which is equivalent or substantially equivalent to the acquisition or holding of shares or other securities in the Protected Party or any of its Subsidiaries including any swap or other derivative;

(c) offer or agree to enter into any acquisition or other business arrangement with or relating to the Protected Party of a nature similar to the Amalgamation or anything similar to it or any material part of it;

(d) enter into any agreement or arrangement with any Person other than the Protected Party or hold any negotiations or discussions with any Person other than the Protected Party in connection with any of the matters referred to in Clauses 13.1(a) to 13.1(c) (inclusive); or

(e) assist, encourage, procure or induce any Person to do any of the things referred to in Clauses 13.1(a) to 13.1(c) (inclusive).

13.2 Exceptions

The restrictions in Clause 13.1 do not apply to:

(a) any acquisition of shares or other securities of the Protected Party made in the course of implementing the Amalgamation in accordance with the terms and conditions of this Agreement; or

(b) any acquisition of shares or other securities or Relevant Interest in shares or other securities of the Protected Party in connection with any irrevocable undertakings obtained from any Person to vote their Aquarius Shares in favour of the Amalgamation; or

(c) any acquisition of shares or other securities of the Protected Party made pursuant to a takeover bid made by the Restricted Party or any of its Subsidiaries for all of the shares and other securities of the Protected Party following the public announcement of the Aquarius Board’s recommendation of a Competing Proposal; or

(d) anything done with the prior written consent of the Protected Party.

14. EXCLUSIVITY

14.1 Warranty:

Aquarius represents and warrants to Sibanye that, as at the date of this Agreement, it is not in discussions or negotiations with any Third Party in relation to, or which could reasonably be expected to lead to, a Competing Proposal.

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14.2 Notification of Competing Proposals

During the Exclusivity Period, Aquarius must promptly inform Sibanye if, after the date of this Agreement, it or any member of the Aquarius Group or any of Aquarius' representatives becomes aware of a proposal or approach from a Third Party in relation to a potential Competing Proposaland must, within 24 hours after receiving that proposal, notify Sibanye in writing of all the material terms of the Competing Proposal (provided that such notification need not disclose the identity of the proponent(s) of the Competing Proposal).

14.3 No solicitation

(a) Subject to Clause 14.7, during the Exclusivity Period, Aquarius must not, and must procure that each member of the Aquarius Group and each of Aquarius' representatives does not, directly or indirectly, except with the prior written consent of Sibanye:

(i) solicit, invite, encourage or initiate any Competing Proposal or any offer, proposal, expression of interest, enquiry, negotiation or discussion with any Third Party in relation to, or that may reasonably be expected to encourage or lead to, a Competing Proposal;

(ii) announce or communicate any intention to do any of the things referred to in Clause 14.3(a)(i);

(iii) subject to Clause 14.3(b):

(A) enter into or continue negotiations or discussions with any Third Party in relation to a Competing Proposal, or that may reasonably be expected to encourage or lead to a Competing Proposal; or

(B) assist, encourage, procure or induce any Person to do any of the things referred to in Clauses 14.3(a)(i) to 14.3(a)(iii) (inclusive) on its behalf.

(b) The restriction in Clause 14.3 does not apply to the extent that it restricts Aquarius or the Aquarius Board from taking or refusing to take any action with respect to an actual, proposed or potential Competing Proposal if:

(i) the Aquarius Board has determined that the Competing Proposal is, or is reasonably likely to constitute, a Superior Proposal or would be reasonably likely to constitute a Superior Proposal if it were to be proposed; and

(ii) acting in good faith, the Aquarius Board has determined, after taking advice from Aquarius' legal and financial advisers, that failing to respond to such Competing Proposal would be likely to constitute a breach of the fiduciary duties or statutory obligations of any of the Aquarius Directors,or it would otherwise be unlawful.

14.4 No due diligence

(a) Subject to Clause 14.4(b) (but without limiting Clause 14.3) and Clause 14.7, during the Exclusivity Period, Aquarius must not, and must procure that each member of the Aquarius Group and each of Aquarius' representatives does not, directly or indirectly:

(i) make available to any Third Party, or cause or permit any Third Party to receive, any non-public information relating to Aquarius or any member of the Aquarius Group that may reasonably be expected to assist such Third Party in formulating, developing or finalising a Competing Proposal; or

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(ii) assist, encourage, procure or induce any Person to do any of the things referred to in Clause 14.4(a)(i) on its behalf.

(b) The restriction in Clause 14.4(a)(i) does not apply in respect of an actual, proposed or potential Competing Proposal if the following requirements are satisfied:

(i) the Aquarius Board has determined that the Competing Proposal is, or is reasonably likely to constitute, a Superior Proposal or would be reasonably likely to constitute a Superior Proposal if it were to be proposed; and

(ii) acting in good faith, the Aquarius Board has determined, after taking advice from Aquarius' legal and financial advisers, that failing to respond to such Competing Proposal would be likely to constitute a breach of the fiduciary duties or statutory obligations of any of the Aquarius Directors,

or it would otherwise be unlawful for the restriction to apply.

14.5 Matching right

Aquarius must:

(a) not enter into any agreement or arrangement in relation to the implementation of any Competing Proposal; and

(b) procure that no Aquarius Director approves, recommends or declares advisable, or proposes to publicly approve, recommend or declare advisable, any Competing Proposal,

unless:

(c) the Competing Proposal is a Superior Proposal which was notified to Sibanye in accordance with Clause 14.2 and which was made without any breach of Clause 14.3; and

(d) Aquarius has given Sibanye written notice of all the material terms of the Superior Proposal stating an intention to immediately enter into a definitive agreement in relation to the Superior Proposal subject to the terms of this Clause 14.5 (Matching Right Notice); and

either:

(e) Sibanye does not, within four (4) Business Days after receiving the Matching Right Notice, make a written proposal to Aquarius in respect of an improvement or alteration to the Amalgamation Consideration or an alternative transaction or arrangement (Counter Proposal); or

(f) within four (4) Business Days after receiving the Matching Right Notice, Sibanye makes a Counter Proposal and the Aquarius Directors, acting in good faith and after taking advice from Aquarius' financial and legal advisers, determine that the Counter Proposal, if implemented in accordance with its terms, would result in a less favourable outcome for Aquarius Shareholders than would result from implementation of the Superior Proposal in accordance with its terms.

14.6 If Sibanye makes a Counter Proposal within four (4) Business Days after receiving a Matching Right Notice, Aquarius must procure that the Aquarius Directors promptly consider such Counter Proposal in good faith and having regard to advice from Aquarius' financial and legal advisers, and:

(a) if the Aquarius Directors make the determination referred to in Clause 14.5(f), Aquarius must promptly notify Sibanye of that fact in writing; or

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(b) if the Aquarius Directors determine that the Counter Proposal would, if implemented in accordance with its terms, result in an outcome for Aquarius Shareholders that is as favourable as, or more favourable than, the outcome that would result from implementation of the Superior Proposal, then Sibanye and Aquarius must each use reasonable endeavours to document the Counter Proposal (including any necessary amendments to this Agreement) as soon as practicable.

14.7 Normal provision of information:

Nothing in this Clause 14 prevents a Party from:

(a) providing information required to be provided by Law, any court of competent jurisdiction, any Governmental Authority or the rules of any recognised securities exchange; or

(b) making presentations to, and responding to bona fide enquiries from, stockbrokers, portfolio investors and equity market analysts in accordance with its usual practices.

15. PAYMENT OF LIQUIDATED AMOUNT BY AQUARIUS

15.1 Background

(a) Aquarius acknowledges that it believes the Aquarius Shareholders should be provided with an opportunity to consider the Amalgamation.

(b) Each of Aquarius and Sibanye further acknowledges that it has and will incur significant costs in connection with performing its obligations under this Agreement and the Amalgamation (including internal and external advisory costs, legal, due diligence and management costs and expenses, and opportunity and other costs and expenses).

(c) In the circumstances referred to in Clauses 15.1(a) to 15.1(b) (inclusive), Aquarius and Sibanye have each requested that provisions be made in this Agreement for the payments set out in Clauses 15.2 and 15.3, in the absence of which they would not have entered into this

Agreement and which each agree is a genuine and reasonable pre-estimate of the loss actually suffered by Sibanye (although each agree that such costs are of such a nature that they cannot be accurately ascertained).

(d) Aquarius confirms its belief that it is appropriate to agree to the payment which it agrees to make under this Clause 15 in order to secure Sibanye's participation in the Amalgamation. Aquarius acknowledges that it has received legal advice on the operation of this Clause 15.

(e) Sibanye confirms its belief that it is appropriate to agree to the payment which it agrees to make under this Clause 15 in order to secure Aquarius' participation in the Amalgamation. Sibanye acknowledges that it has received legal advice on the operation of this Clause 15.

15.2 Payment by Aquarius to Sibanye

Aquarius undertakes to pay Sibanye the Break Fee if:

(a) prior to the end of the Exclusivity Period, Aquarius accepts or enters into or offers to accept or enter into, any agreement, arrangement or understanding regarding a Competing Proposal or any other transaction that may reduce the likelihood of success of the Amalgamation;

(b) prior to the end of the Exclusivity Period, the Aquarius Board does not recommend the Amalgamation or withdraws or adversely modifies an earlier recommendation or approves or recommends or makes an Announcement in support of a Competing Proposal or announces an intention to do any of these acts,

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other than:

(i) in circumstances where Aquarius is entitled to terminate this Agreement under Clause 18 because Sibanye or BidCo is in breach of this Agreement or because of the Amalgamation not becoming Effective by the End Date; or

(ii) because the Independent Expert's Report concludes that the Amalgamation is not fair, not reasonable, or not in the best interest of Aquarius Shareholders;

(c) prior to the end of the Exclusivity Period, a Competing Proposal is announced and, whether before or after termination of this Agreement or before or after the End Date (but in any event within twelve (12) months after the announcement of the Competing Proposal), under that Competing Proposal the relevant bidder or bidders:

(i) acquire(s) a Relevant Interest in more than 20% of all Aquarius Shares under a transaction that is or has become wholly unconditional;

(ii) acquire(s) all or a substantial part of the assets of Aquarius or the Aquarius Group; or

(iii) otherwise acquire(s) control of Aquarius or merges with Aquarius;

(d) Aquarius is in material breach of any Provision of this Agreement and this Agreement is terminated in accordance with Clause 18.2.

15.3 Payment by Sibanye to Aquarius

Sibanye undertakes to pay Aquarius the Break Fee if Sibanye is in material breach of any Provision of this Agreement and this Agreement is terminated in accordance with Clause 18.3.

15.4 Demand for payment

(a) If an event referred to in Clause 15.2 occurs, any demand by Sibanye for payment under Clause 15.2 must be in writing and Aquarius must pay the Break Fee to Sibanye within ten (10) Business Days of receipt of the demand.

(b) If the event referred to in Clause 15.3 occurs, any demand by Aquarius for payment under Clause 15.2 must be in writing and Sibanye must pay the Break Fee to Aquarius within ten (10) Business Days of receipt of the demand.

15.5 Sole Remedy

(a) Sibanye acknowledges and agrees that if the Break Fee is paid to it under Clause 15.2, that payment constitutes its sole and exclusive remedy in respect of the matter giving rise to the payment.

(b) Aquarius acknowledges and agrees that if the Break Fee is paid to it under Clause 15.3, that payment constitutes its sole and exclusive remedy in respect of the matter giving rise to the payment.

15.6 Compliance with Law

If a court of competent jurisdiction in respect of such matters determines that the Break Fee paid or payable under Clause 15.2 is an Impugned Amount and:

(a) the period for lodging an application for review or a notice of appeal of that decision has expired without such application or notice having been lodged; or

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(b) an application for review or a notice of appeal has been lodged with a court within the prescribed period and, on appeal or review, that court also determines that the amount is an Impugned Amount,

then:

(c) the undertaking under Clause 15.2 does not apply to the extent of the Impugned Amount; and

(d) if a Party has been paid an Impugned Amount under this Agreement, it must refund that Impugned Amount to the other Party.

15.7 Break Fee only payable once

Where the Break Fee becomes payable by the relevant Party under Clause 15.2 or 15.3, (the Paying Party) and is actually paid to the other Party (the Receiving Party), the Receiving Party cannot make any claim against the Paying Party for payment of any subsequent Break Fee.

15.8 No Break Fee if Amalgamation becomes Effective

Despite anything to the contrary under this Agreement, the Break Fee will not be payable by the relevant Party under Clause 15.2 or 15.3 if the Amalgamation becomes Effective, despite the occurrence of any event in Clause 15.2 or 15.3 (as applicable) and, if the Break Fee has already been paid, it must be refunded to the Party who paid it.

16. SETTLEMENT PROCEDURES

16.1 Paying Agent

Prior to the Effective Time, BidCo shall:

(a) appoint a bank or trust company approved in advance by Aquarius (Paying Agent), such approval not to be unreasonably withheld; and

(b) enter into a paying agent agreement, in form and substance reasonably acceptable to Aquarius, with such Paying Agent for the payment of the Amalgamation Consideration in accordance with this Clause 16.

16.2 Exchange Fund establishment

(a) Prior to the Effective Time, or promptly at the Effective Time, BidCo or the Amalgamated Company (as applicable) shall deposit, with the Paying Agent, for the benefit of the Amalgamation Participants, cash in immediately available funds and in an amount sufficient to pay:

(i) the aggregate amount of the Amalgamation Consideration; and

(ii) any dividends or distributions to which the Aquarius Shareholders may be entitled to under Clause 3.2.

(such cash so deposited pursuant to this Clause 16.2(a) being hereinafter referred to as the “Exchange Fund”).

(b) The Exchange Fund shall not be used for any other purpose, except as provided in this Agreement.

(c) No interest shall be paid or accrued for the benefit of the Amalgamation Participants on cash amounts payable pursuant to this Clause 16.2.

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(d) The Paying Agent shall invest the Exchange Fund as directed by BidCo or the Amalgamated Company (as applicable), provided that such investments shall be in obligations of or guaranteed by the United States of America, in commercial paper obligations rated A1 or P1 or better by Moody’s Investors Service, Inc. or Standard & Poor’s, respectively, in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or in money market funds having a rating in the highest investment category granted by a recognised credit rating agency at the time of investment. Any interest and other income resulting from such investments shall be paid over promptly to the Amalgamated Company and any amounts in excess of the Amalgamation Consideration shall be promptly returned to the Amalgamated Company. To the extent that there are any losses with respect to any such investments, or the Exchange Fund diminishes for any reason below

the level required for the Paying Agent to make prompt payment of the aggregate Amalgamation Consideration, the Amalgamated Company shall promptly replace or restore the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Paying Agent to pay the aggregate Amalgamation Consideration.

16.3 Dispatch of instructions to Amalgamation Participants

As promptly as practicable following the Effective Time, the Amalgamated Company shall cause the Paying Agent to mail to each Amalgamation Participant:

(a) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Aquarius Shares shall pass, only upon proper delivery of the Aquarius Shares to the Paying Agent); and

(b) instructions for use in effecting the surrender of the certificates evidencing such Aquarius Shares (each a “Certificate” and together the “Certificates”) (if there are any such Certificates in relation to Aquarius Shares) or the non-certificated Aquarius Shares represented by book-entry (Book-Entry Shares) in exchange for the Amalgamation Consideration.

16.4 Cancellation of Aquarius Shares

(a) All Aquarius Shares will be cancelled at the Effective Time and thereafter:

(i) Amalgamation Participants shall cease to have any rights with respect to their Amalgamation Shares, except for the right to receive the Amalgamation Consideration;

(ii) Dissenting Shareholders shall cease to have any rights with respect to their Dissenting Shares, except for the right to receive the fair value thereof (as determined in accordance with and subject to the provisions of Clause 3.3); and

(iii) The holders of the Excluded Shares shall cease to have any rights with respect to their Excluded Shares and shall not be entitled to any part of the Amalgamation Consideration or to receive the fair value thereof.

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16.5 Requirements for receiving Amalgamation Consideration

(a) Each Amalgamation Participant shall be entitled to receive the Amalgamation Consideration upon surrender of title to the Amalgamation Shares previously held by the Amalgamation Participant at the Record Date by:

(i) surrender of any Certificates to the Paying Agent for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto (if an Amalgamation Participant holds any Certificates); or

(ii) receipt by the Paying Agent of written confirmation of surrender from the Aquarius Share Registry in the case of Book-Entry Shares,

and, in each case, receipt by the Paying Agent of such other documents as may be required pursuant to the instructions set out in the Amalgamation Notice of Meeting.

(b) Until surrendered as contemplated by this Clause 16.5, each Certificate or Book-Entry Share shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Amalgamation Consideration to which the holder of such Certificate or Book-Entry Shares is entitled pursuant to Clause 3. No interest shall be paid or will accrue on any cash payable to holders of Certificates or Book-Entry Shares pursuant to the provisions of Clause 3 or this Clause 16.

(c) If any Certificate shall have been lost, stolen or destroyed, then upon:

(i) the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed; and

(ii) if required by the Amalgamated Company, an indemnity bond in form and substance and with surety reasonably satisfactory to the Amalgamated Company,

the Paying Agent shall pay in respect of such lost, stolen or destroyed Certificate the Amalgamation Consideration to which the Amalgamation Participant is entitled pursuant to Clause 3.

16.6 Provision of Amalgamation Consideration

(a) Subject to Clause 16.6(b), BidCo or the Amalgamated Company (as applicable) must instruct the Paying Agent to, as soon as practicable after the Effective Time, and in any event no later than ten (10) Business Days after the Effective Time, pay or procure the payment of the Amalgamation Consideration from the Exchange Fund subject to the following:

(i) where an Amalgamation Participant has, before the Record Date:

(1) made a valid election in accordance with the requirements of the Aquarius Share Registry to receive dividend payments from Aquarius by electronic funds, transfer to a bank account nominated by the Amalgamation Participant; or

(2) made a valid election in accordance with the instructions set out in the Notice of Amalgamation Meeting,

paying, or procuring the payment of, the relevant amount to the Amalgamation Participant in the Relevant Local Currency (converted based on the prevailing exchange rate at 5.00pm on the Record Date) by electronic means in accordance with that election; or

41

(ii) otherwise, whether or not the Amalgamation Participant has made an election referred to in Clause 16.6(a)(i), dispatching, or procuring the dispatch of, a cheque for the relevant amount in the Relevant Local Currency (converted based on the prevailing exchange rate at 5.00pm on the Record Date) to the Amalgamation Participant by prepaid post to their Registered Address, such cheque being drawn in the name of the Amalgamation Participant (or in the case of joint holders, in accordance with the procedures set out in Clause 16.7).

(b) Notwithstanding the foregoing, Clause 16.6(a) does not apply to an Amalgamation Participant where Aquarius and the Amalgamated Company believe that such Amalgamation Participant is not known at their Registered Address or fails to comply with the provisions of Clause 16.5.

16.7 Joint holders

In the case of Amalgamation Participants who formerly held Amalgamation Shares in their joint names:

(a) the Amalgamation Consideration will be payable to the joint holders and any cheque required to be sent under the Amalgamation will be made payable to the joint holders and sent to either, at the sole discretion of the Paying Agent, the holder whose name appears first in the Aquarius Share Register as at the Record Date or to the joint holders; and

(b) any other document required to be sent under the Amalgamation will be forwarded to either, at the sole discretion of the Paying Agent, the holder whose name appears first in the Aquarius Share Register as at the Record Date or to the joint holders.

16.8 Unclaimed funds

(a) Any portion of the Exchange Fund that remains undistributed to the Amalgamation Participants six (6) months after the Effective Time shall be delivered to the Amalgamated Company, upon demand, and any Amalgamation Participants who have not theretofore complied with this Clause 16 shall thereafter look only to the Amalgamated Company for, and the Amalgamated Company, subject to Clause 16.9, shall remain liable for, payment of their claim for the Amalgamation Consideration.

(b) Any portion of the Exchange Fund remaining unclaimed by any Amalgamation Participants as of a date which is six (6) years from the Effective Time shall, to the extent permitted by applicable Law, become the property of the Amalgamated Company free and clear of any claims or interest of any Person previously entitled thereto.

16.9 Cash delivered to public officials

Neither the Paying Agent nor the Amalgamated Company shall be liable to any Aquarius Shareholder for any cash (including any dividends or distributions with respect to such Aquarius Shares) delivered to a public official pursuant to any abandoned property, escheat or similar Law.

16.10 Deductions

(a) Each of the Paying Agent and the Amalgamated Company shall be entitled to deduct and withhold from the Amalgamation Consideration otherwise payable pursuant to this Agreement to any Amalgamation Participants such amounts as it is required to deduct and withhold with respect to such payment under all applicable Tax Laws and pay such withholding amount over to the appropriate taxing authority, provided that: at least ten (10) Business Days prior to deducting or withholding any amount pursuant to this Clause 16.10 (other than any employment taxes and where providing advance notice is not possible due to a change in Law), the Paying Agent or the Amalgamated Company (as applicable) shall notify the Amalgamation Participants in writing of its intention to withhold or deduct such

42

amounts and the Parties shall use reasonable efforts to avoid or minimise such withholding or deduction to the extent permitted under Law.

(b) To the extent that amounts are so properly withheld by the Paying Agent or the Amalgamated Company, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Amalgamation Participants in respect of which such deduction and withholding was made by the Paying Agent or the Amalgamated Company, as the case may be.

17. DEALINGS IN AQUARIUS SHARES

17.1 What Aquarius Share dealings are recognised?

To establish the persons who are Amalgamation Participants, dealings in Aquarius Shares will be recognised only if:

(a) in the case of dealings of the type to be effected using the electronic share transaction and settlement system of a relevant securities exchange, the transferee is registered in the Aquarius Share Register as the holder of the Aquarius Shares as at the Record Date; and

(b) in all other cases, registrable transfers or transmission applications in respect of those dealings are received at the Aquarius Share Registry on or before the Record Date,

and Aquarius will not accept for registration, nor recognise for any purpose, any transfer or transmission application in respect of Aquarius Shares received after the Record Date (except a transfer to Sibanye pursuant to the Amalgamation and any subsequent transfer by Sibanye or its successors in title), any transfer or transmission application or other request received after such times, or received prior to such times but not in registrable or actionable form, as appropriate.

17.2 Aquarius to register transfer and transmission applications

Aquarius will register registrable transfers and transmission applications of the kind referred to in Clause 17.1(b) by, or as soon as practicable after, the Record Date.

17.3 Aquarius to maintain Aquarius Register to determine entitlements

In order to determine entitlements to the Amalgamation Consideration, Aquarius will maintain, or procure the maintenance of, the Aquarius Share Register in accordance with this Clause 17 until the Amalgamation Consideration has been paid to Amalgamation Participants and the Aquarius Share Register in this form will solely determine entitlements to the Amalgamation Consideration.

17.4 Holding statements no effect from Record Date

From the Record Date, all holding statements for Aquarius Shares will cease to have effect as documents of title (or evidence thereof), and each entry on the Aquarius Share Register at the Record Date will cease to have any effect other than as evidence of the entitlements of Amalgamation Participants to the Amalgamation Consideration or of Dissenting Shareholders to receive the fair value thereof (as determined in accordance with and subject to the provisions of Clause 3.3) (as applicable).

17.5 Aquarius to provide contact information for Amalgamation Participants

On the Record Date, Aquarius will give to BidCo or procure that BidCo be given details of the name, Registered Address and the number of Amalgamation Shares held by each Amalgamation Participant, as shown in the Aquarius Share Register at the Record Date, in whatever form BidCo reasonably requires.

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17.6 Suspension of trading

If the Amalgamation is approved, Aquarius will apply for a suspension of trading in Aquarius Shares on each relevant securities exchange with effect from 4.00pm Sydney time on the Business Day after the Conditions Fulfilment Date.

17.7 Aquarius to apply for delisting of Aquarius Shares

The Parties shall use their reasonable best efforts up until the Effective Time to cause the Aquarius Shares to be de-listed from the relevant securities exchanges and deregistered promptly on or after the Effective Time.

18. TERMINATION

18.1 Termination by either Party

Aquarius or BidCo may terminate this Agreement by giving notice in writing to the other Parties if it has complied with its obligations under Clauses 4.5 and 4.6 and:

(a) if by the Relevant Date, a Condition is not satisfied and (if capable of being waived) is not waived in accordance with Clause 4.3, provided that the relevant Condition is for the benefit of that Party (whether solely or jointly with another Party); or

(b) if the Effective Time does not occur by the End Date.

18.2 Termination by BidCo

BidCo may terminate this Agreement by giving notice in writing to the other Parties if before 8.00 am on the Conditions Fulfilment Date:

(a) Aquarius is in breach of this Agreement (including a breach of a representation or warranty under Clause 6.3) and that breach is material and is not remedied by Aquarius within five (5) Business Days (or such shorter period ending on the Conditions Fulfilment Date) of it receiving notice from BidCo of the details of the breach and its intention to terminate; or

(b) a majority of the Aquarius Board publicly recommends, approves or endorses any Competing Proposal.

18.3 Termination by Aquarius

Aquarius may terminate this Agreement by giving notice in writing to the other Parties if before 8.00 am on the Conditions Fulfilment Date:

(a) BidCo or Sibanye is in breach of this Agreement (including a breach of a representation or warranty under Clause 6.4) and that breach is material and is not remedied by BidCo or Sibanye, as applicable, within five (5) Business Days (or such shorter period ending on the Conditions Fulfilment Date) of it receiving notice from Aquarius of the details of the breach and its intention to terminate; or

(b) a majority of the Aquarius Directors publicly recommend, approve or endorse a Superior Proposal in circumstances where Aquarius has complied with all of its obligations under Clause 14.5.

18.4 Obligations on termination

(a) If a Party terminates this Agreement, all obligations of the Parties under this Agreement, other than under this Clause 18 and Clauses 19 (Confidentiality), 15 (Payment of Liquidated Amount), 6 (Representations and warranties), 20 (Assignment), 21 (Notices) 24 (Severability), 25 (Performance, Waiver, Release and Variation), 27 (Entire Agreement), 28 (No Merger), and 29 (Governing Law), immediately cease to be of further effect.

44

(b) The termination of this Agreement does not affect any Claim that a Party may have against another Party where that Claim arose before this Agreement is terminated.

19. CONFIDENTIALITY

19.1 No Announcement: No Party shall issue any Announcement or disclose to any person any information, in each case relating to or connected with or arising out of this Agreement or the matters contained herein, unless the Announcement or disclosure:

(a) is required by this Agreement;

(b) has the prior written approval of the other Parties (such approval not to be unreasonably withheld or delayed); or

(c) is required by Law or any Governmental Authority or regulatory authority (including, without limitation, any relevant securities exchange), or by any court or other authority of competent jurisdiction.

19.2 Notice of Announcement: If a Party is required to make an Announcement or disclosure under Clause 19.2, it must, to the extent practicable without that Party breaching any applicable Laws give to the other Parties:

(a) such notice as is reasonable in the circumstances of its intention to make the Announcement or disclosure; and

(b) a draft of the Announcement or disclosure and an opportunity to comment on the contents of the Announcement or disclosure.

19.3 The Parties acknowledge and agree that the terms of this Agreement will prevail over the terms of the Non-Disclosure Agreement to the extent of any inconsistency.

19.4 Each Party shall supply the other Parties with such information about itself, its Group or this Agreement as any Party may reasonably require for the purposes of satisfying the requirements of any Law or any judicial, governmental, regulatory or similar body or any securities exchange of competent jurisdiction to which such other Party is subject.

20. NO REPRESENTATION OR RELIANCE

20.1 Each Party acknowledges that no Party (nor any person acting on its behalf) has made any representation or other inducement to it to enter into this Agreement, except for representations or other inducements expressly set out in this Agreement and (to the maximum extent permitted by Law) all other representations, warranties and conditions implied by statute or otherwise in relation to any matter relating to this Agreement, the circumstances surrounding the Parties’ entry into it, and the transactions contemplated by it are expressly excluded.

20.2 Each Party acknowledges and confirms that it does not enter into this Agreement in reliance on any representation or other inducement by or on behalf of any other Party, except for any representation or inducement expressly set out in this Agreement.

21. NOTICES

21.1 The address, email and fax number of each of the Parties are set forth in Schedule 1.

21.2 Any notice to be given under this Agreement shall be either sent by facsimile or other electronic transmission, or delivered personally or sent by first class recorded delivery post (airmail if overseas). The address for service of each Party are as set out in Schedule 1 or any other address for service subsequently notified to the other Parties in writing. A notice is deemed to have been served as follows:

(a) if by facsimile or other electronic transmission, when received;

45

(b) if personally delivered, at the time of delivery;

(c) if posted, within Bermuda, three (3) days, or (in the case of airmail) seven (7) days, after the envelope containing it is delivered to the custody of the postal authorities.

21.3 In proving service it is sufficient to prove that facsimile or other electronic transmission was received or personal delivery was made, or that the envelope containing the notice was properly addressed and delivered into the custody of the postal authority as a prepaid first class recorded delivery airmail letters (as appropriate).

22. COSTS

22.1 Each of Aquarius, BidCo and Sibanye shall be responsible for the payment of their own costs, expenses and fees incurred respectively in respect of drafting, negotiating and consummating Transaction Documents and the transactions related thereto.

23. ASSIGNMENT

23.1 Subject to this Clause 20 this Agreement shall be binding upon and enure for the benefit of the successors and assigns of the Parties including, and, subject to any succession or assignment permitted by this Agreement, any such successor or assignee of the Parties shall in its own right be able to enforce any term of this Agreement.

23.2 None of the Parties shall be entitled to (i) assign, (ii) transfer, (iii) charge, (iv) declare or create a trust or other interest over or (v) deal in any other manner with any of their respective rights or obligations under this Agreement without the prior written consent of the other Parties.

24. SEVERABILITY

If any of the clauses, conditions, covenants or restrictions (each a “Provision”) of this Agreement or any deed or document emanating from it shall be found to be void but would be valid if some part thereof were deleted or modified, then the Provision shall apply with such deletion or modification as may be necessary to make it valid and effective.

25. PERFORMANCE, WAIVER, RELEASE AND VARIATION

25.1 The failure or delay of any Party at any time or times to require performance of any Provision of this Agreement shall not affect its right to enforce such Provision at a later time.

25.2 No waiver by any Party of the breach of any term, representation or warranty contained in this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of the breach of any other term, covenant, representation, warranty or undertaking in this Agreement.

25.3 Any liability to any Party under this Agreement may in whole or in part be released, compounded or compromised and time or indulgence may be given by any Party in its absolute discretion as regards any other Party under such liability without in any way prejudicing or affecting its rights against any Third Party under the same or a like liability, whether joint and several or otherwise.

25.4 This Agreement may only be varied or any of its Provisions waived by the agreement in writing of (or on behalf of) each of the Parties from time to time or, in the case of a waiver, the Party waiving compliance.

26. COUNTERPARTS

26.1 This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument. Counterparts may be executed either in original or faxed or scanned form and the Parties adopt any signatures received by a receiving fax machine or as an email attachment as

46

original signatures of the Parties; provided, however, that any Party providing its signature in such manner will promptly forward to the other Party an original of the signed copy of this Agreement which was so faxed or emailed.

27. ENTIRE AGREEMENT

This Agreement together with the other Transaction Documents and the Non-Disclosure Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter and no variations hereof shall be effective unless prior to the Amalgamation, such variations are made in writing and signed by each of the Parties hereto.

28. NO MERGER

The rights and obligations of the Parties:

(a) do not merge on completion of the Transaction; and

(b) survive the execution and delivery of any assignment or other document entered into for the purpose of implementing the Transaction.

29. GOVERNING LAW

29.1 This Agreement shall be governed by, and construed in accordance with the laws of Bermuda.

29.2 The Parties hereby:

(a) agree (that any action or proceeding relating to this Agreement shall be brought in a court of competent jurisdiction in Bermuda (which shall have exclusive jurisdiction) and hereby irrevocably and unconditionally submits to the jurisdiction of the courts of Bermuda;

(b) irrevocably waive any right to, and will not, oppose any such action or proceeding on any jurisdictional basis, including forum non conveniens; and

(c) agree not to oppose the enforcement against it in any jurisdiction of any judgment in or order duly obtained from a court of Bermuda.

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IN WITNESS WHEREOF this Agreement has been executed as a deed and delivered by the Parties the day and year first before written.

EXECUTED as a DEED and DELIVERED by SIBANYE GOLD LIMITED:

/s/ C Keyter /s/ C Farrel Signature of director Signature of director/secretary

Charl Keyter Cain Farrel Name Name

EXECUTED as a DEED and DELIVERED ) /s/ R Stewart By (name) ) Richard Stewart for and on behalf of ) SIBANYE PLATINUM BERMUDA ) PROPRIETARY LIMITED ) in the presence of )

Signature of Witness: /s/ B Watson

Name of Witness: Bryony Watson

Address of Witness: 7 Vita Paz, 57 Grosvenor Rd, Bryanston

EXECUTED as a DEED and DELIVERED by AQUARIUS PLATINUM LIMITED:

Signature of director Signature of director/secretary

Name Name

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SCHEDULE 1

NOTICES

Name of Party Address and Contact Details

Sibanye Address: Libanon Business Park, 1 Hospital Street, Libanon, Westonaria, 1780, South Africa

Attention: Company Secretary

Fax number: +27 11 278 9863

Email: [email protected]

BidCo Address: 5th Floor, Andrew’s Place, 51 Church Street, Hamilton HM 12, Bermuda

Attention: Company Secretary

Fax number: +1 441 236 1999

Email:

Aquarius Address: PO Box 7840, Centurion 0046, South Africa

Attention: Jean Nel (Chief Executive Officer)

Fax number: +27 12 001 2070

Email: [email protected]

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SCHEDULE 2

INDICATIVE TIMETABLE OF PRINCIPAL EVENTS

All references in this document to times are to Bermuda time unless otherwise stated.

Event Time / Date

Dispatch of Notice of Amalgamation Meeting 21 days prior to the Amalgamation Meeting

Last time for receipt of proxy forms for Amalgamation Meeting

48 hours prior to the Amalgamation Meeting

Amalgamation Meeting voting record date 5.00pm, Sydney time, on the Business Day prior to the date of the Amalgamation Meeting

Amalgamation Meeting 9.00am on a date anticipated to be in December 2015, in Bermuda

Announcement of results of Amalgamation Meeting

No later than 5.00pm on day of the Amalgamation Meeting

Conditions Fulfilment Date

The date on which all of the Conditions have been fulfilled (but prior to the registration of the Amalgamated Company and cancellation of the Aquarius Shares, which is the time at which the Amalgamation becomes Effective)

Announcement of Conditions Fulfilment No later than 5.00pm on the Conditions Fulfilment Date

Suspension of trading of Aquarius Shares on all relevant securities exchanges

4.00pm, Sydney time, on the Business Day after the Conditions Fulfilment Date

Record Date for the Amalgamation

5.00 pm Sydney time on the fifth Business Day after the suspension of trading (to allow for all trades occurring on the last day of trading to settle and be recorded in the Aquarius Register)

Effective Time and cancellation of Aquarius Shares

The date and time at which the Amalgamation becomes Effective by the issue of the Certificate of Amalgamation by the Registrar of Companies, intended to be at 9.00am on the next Business Day after the Record Date

Payment of the Amalgamation Consideration Within ten (10) Business Days of the Effective Date

End Date Six months after Implementation Agreement, unless extended

The Amalgamation Meeting will be held at the offices of Conyers, Dill and Pearman Limited of Clarendon House, 2 Church Street, Hamilton, Bermuda.

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ANNEXURE A

AMALGAMATION AGREEMENT

51

Execution Version

Dated

[ ] October 2015

Amalgamation Agreement

between

Sibanye Gold Limited

and

Sibanye Platinum Bermuda Proprietary Limited

and

Aquarius Platinum Limited

BeesMont Law Limited 5th Floor. Andrew’s Place, 51 Church Street, Hamilton, HM12 Bermuda T: (441) 400 4747 F: (441) 236 1999 www.beesmont bm

52

TABLE OF CONTENTS

1. DEFINITIONS AND INTERPRETATION 12. AMALGAMATION 13. NAME AND REGISTERED OFFICE 24. MEMORANDUM AND BYE-LAWS 25. BOARD OF DIRECTORS AND OFFICERS 26. SHARES 27. ASSETS AND LIABILITIES 38. FURTHER ASSURANCE 39. COUNTERPARTS 310. GOVERNING LAW AND JURISDICTION 3SCHEDULE 1 – SHAREHOLDERS OF THE PARTIES PART 1 – Aquarius PART 2 - [BIDCO] PART 3 – SHAREHOLDINGS IN THE AMALGAMATED COMPANY SCHEDULE 2 – DIRECTORS OF THE AMALGAMATED COMPANY ANNEXURE A MEMORANDUM OF ASSOCIATION OF THE AMALGAMATED COMPANY ANNEXURE B BYE-LAWS OF THE AMALGAMATED COMPANY

1

THIS AMALGAMATION AGREEMENT (Agreement) is dated [ ] October 2015

BETWEEN:

(1) Sibanye Gold Limited, a company incorporated and registered in South Africa with company number 2002/031431/06 whose registered office is at Libanon Business Park, 1 Hospital Street, Libanon, Westonaria, 1780, South Africa (Sibanye);

(2) Sibanye Platinum Bermuda Proprietary Limited, an exempted company, incorporated and registered in Bermuda with company number 50664 whose registered office is at c/o BeesMont Corporate Services Limited. 5th Floor, Andrew’s Place, 51 Church Street, Hamilton HM 12, Bermuda (BidCo); and

(3) Aquarius Platinum Limited, an exempted company, incorporated and registered in Bermuda with company number 26290 whose registered office is at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda (Aquarius)

(collectively Sibanye, BidCo and Aquarius are referred to herein as the “Parties” and each individually as a “Party”).

RECITALS

(A) BidCo is a wholly owned indirect subsidiary of Sibanye.

(B) The Parties have agreed to enter into an amalgamation pursuant to which Aquarius and BidCo shall amalgamate and continue as one company in accordance with the provisions of the Companies Act 1981 of Bermuda, as amended and continue as one exempted company on the terms hereinafter appearing.

(C) This Agreement is the Amalgamation Agreement referred to in the Implementation Agreement dated [ ] October 2015 between the Parties (Implementation Agreement).

AGREEMENT


1.1. Unless otherwise defined herein, words and expressions defined in the Implementation Agreement shall have the same meanings in this Agreement save as the context may otherwise require.

1.2. References herein to “this Agreement” are to this Amalgamation Agreement and include all Schedules hereto.

1.3. The Schedules attached hereto form an integral part of this Agreement.

2. AMALGAMATION

2.1. The Parties agree that, on the terms and subject to the conditions of this Agreement and the Implementation Agreement and in accordance with the Companies Act, at the Effective Time, each of Aquarius and [BidCo] does hereby agree to amalgamate and to continue as one company under the terms and conditions hereinafter set out.

2

3. NAME AND REGISTERED OFFICE

3.1. The name of the Amalgamated Company shall be “Sibanye Platinum Bermuda Proprietary Limited” and the registered office of the Amalgamated Company shall be c/o BeesMont Corporate Services Limited, 5th Floor, Andrew’s Place, 51 Church Street, Hamilton HM 12, Bermuda.

4. MEMORANDUM AND BYE-LAWS

4.1. The Memorandum of Association of the Amalgamated Company shall be the memorandum of association of the Amalgamated Company attached as Annexure A to this Agreement.

4.2. The bye-laws of the Amalgamated Company shall be the bye-laws attached as Annexure B to this Agreement.

5. BOARD OF DIRECTORS AND OFFICERS

5.1. At the Effective Time the board of directors of the Amalgamated Company shall consist of the persons whose names and addresses are set out in SCHEDULE 2, who shall hold office until the first annual meeting of the Amalgamated Company or until their successors are elected or appointed.

5.2. The Secretary of the Amalgamated Company shall be BeesMont Corporate Services Limited.

6. SHARES

6.1. Prior to the Effective Time, the respective shareholdings of each of Aquarius and [BidCo] are set out in Parts 1 and 2, respectively of SCHEDULE 1.

6.2. At the Effective Time, by virtue of the Amalgamation becoming effective and without any further action on the part of the Parties or their respective shareholders:

(a) Conversion of Amalgamation Shares: Each Amalgamation Share issued and outstanding immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive the Amalgamation Consideration. The settlement of the Amalgamation Consideration shall be processed in accordance with Clause 16 of the Implementation Agreement.

(b) Dissenting Shares: each Dissenting Share shall be cancelled and converted into the right to receive the fair value thereof (as determined in accordance with and subject to the provisions of Clause 3.3 of the Implementation Agreement).

(c) Excluded Shares: Notwithstanding anything in this Agreement to the contrary, each Excluded Share shall, by virtue of the Amalgamation and without any further action on the part of the holder of the Excluded Shares, be cancelled and shall cease to exist and no Amalgamation Consideration shall be delivered in respect of the Excluded Shares.

(d) [BidCo] Shares: Each [BidCo] Share issued and outstanding immediately prior to the Effective Time shall be converted into and become an ordinary share of the Amalgamated Company which shall be wholly owned (directly or indirectly) by Sibanye.

3

Accordingly, following the Amalgamation at the Effective Time, there will be [ ] fully paid ordinary shares of the Amalgamated Company issued to, and registered in the name of Sibanye as set out in Part 3 of SCHEDULE 1.

6.4 Promptly after the Effective Time the settlement and exchange procedures set forth in Clause 16 of the Implementation Agreement shall be implemented.

7. ASSETS AND LIABILITIES

7.1. The Amalgamated Company shall possess all the property, assets, rights and privileges and shall be subject to all the contracts, liabilities, debts and obligations of each of Aquarius and [BidCo].

7.2. All the rights of creditors against the property, assets, rights and privileges of either Aquarius or [BidCo] and all liens upon their property, rights and assets shall be unimpaired by the Amalgamation and all debts, contracts, liabilities and duties of either Aquarius or [BidCo] at the Effective Time shall be those of the Amalgamated Company.

7.3. No action or proceeding by or against either Aquarius or [BidCo] shall abate or be affected by the Amalgamation.

8. FURTHER ASSURANCE

8.1. Each of the Parties agree to execute and do all such acts deeds and things as shall or may be necessary to give effect to their respective undertakings pursuant to this Agreement.

9. COUNTERPARTS

9.1. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument.


10.1. This Agreement shall be governed by and construed in accordance with the laws of Bermuda.

10.2. The Parties hereby agree:

(a) that any action or proceeding relating to this Agreement shall be brought in a court of competent jurisdiction in Bermuda (which shall have exclusive jurisdiction) and hereby irrevocably and unconditionally attorns and submits to the jurisdiction of the courts of Bermuda;

(b) that they irrevocably waive any right to, and will not, oppose any such action or proceeding on any jurisdictional basis, including forum non conveniens; and

(c) not to oppose the enforcement against it in any jurisdiction of any judgment, in or order duly obtained from, a court of Bermuda.

REST OF THE PAGE LEFT INTENTIONALLY BLANK

4

IN WITNESS WHEREOF this Agreement has been executed as a deed and delivered the day and year first before written.

EXECUTED as a DEED ) by [Name] ) for and on behalf of SIBANYE GOLD LIMITED ) in the presence of: )

Signature of Witness:

Name of Witness:

Address of Witness:

EXECUTED as a DEED ) by [Name] ) for and on behalf of SIBANYE PLATINUM ) BERMUDA PROPRIETARY LIMITED ) In the presence of )

Signature of Witness:

Name of Witness:

Address of Witness:

EXECUTED as a DEED ) by [Name] ) for and on behalf of AQUARIUS PLATINUM ) LIMITED ) in the presence of: ) Signature of Witness:

Name of Witness:

Address of Witness:

5

ANNEXURE B

AQUARIUS STATUTORY DECLARATION

DECLARATION UNDER SECTION 108(3) OF THE COMPANIES ACT 1981

I, [Name of Officer/Director], of [Address], being an Officer of Aquarius Platinum Limited (Company) do solemnly and sincerely declare that, to the best of my knowledge and belief: 1. the Company is, and the amalgamated company (Amalgamated Company) following the

amalgamation (Amalgamation) of the Company and Sibanye Platinum Bermuda Proprietary Limited will be able to pay its liabilities as they become due;

2. the realisable value of the Amalgamated Company’s assets following the Amalgamation will not be

less than the aggregate of all its liabilities and issued capital of all classes; and 3. there are reasonable grounds for believing that no creditor will be prejudiced by the Amalgamation. AND I make this solemn Declaration conscientiously believing the same to be true. DECLARED at [ ] this day of [ ], 2015 before me: .............................................................. Commissioner for Oaths/Notary Public

6

ANNEXURE C

BIDCO STATUTORY DECLARATION

DECLARATION UNDER SECTION 108(3)

OF THE COMPANIES ACT 1981 I, [Name of Officer/Director], of [Address], being an Officer of Sibanye Platinum Bermuda Proprietary Limited (Company) do solemnly and sincerely declare that, to the best of my knowledge and belief: 1. the Company is, and the amalgamated company (Amalgamated Company) following the

amalgamation (Amalgamation) of the Company and Aquarius Platinum Limited will be able to pay its liabilities as they become due;

2. the realisable value of the Amalgamated Company’s assets following the Amalgamation will not be

less than the aggregate of all its liabilities and issued capital of all classes; and 3. there are reasonable grounds for believing that no creditor will be prejudiced by the Amalgamation. AND I make this solemn Declaration conscientiously believing the same to be true. DECLARED at [ ] this day of [ ], 2015 before me: .............................................................. Commissioner for Oaths/Notary Public

Exhibit 4.33

EXECUTION

FACILITY AGREEMENT

DATED 24 AUGUST 2015

REVOLVING FACILITY AGREEMENT

U.S.$350,000,000

for


arranged by

BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED

and

HSBC BANK PLC with

BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED

acting as Agent

Allen & Overy (South Africa) LLP

CONTENTS Clause Page1. Definitions and Interpretation 12. The Facility 193. Purpose 204. Conditions of Utilisation 215. Utilisation 216. Repayment 227. Illegality, Voluntary Prepayment and Cancellation 238. Mandatory Prepayment and Cancellation 249. Restrictions 2810. Interest 2811. Interest Periods 2912. Changes to the calculation of interest 3013. Fees 3114. Tax Gross Up and Indemnities 3215. Increased Costs 3816. Other Indemnities 4017. Mitigation by the Lenders 4118. Costs and Expenses 4119. Guarantee and Indemnity 4220. Representations 4421. Information Undertakings 4922. Financial Covenants 5323. General Undertakings 5524. Events of Default 5925. Changes to the Lenders 6326. Changes to the Obligors 6927. Role of the Agent and the arrangers 7028. Conduct of Business by the Finance Parties 7929. Sharing among the Finance Parties 7930. Payment Mechanics 8031. Set-off 8432. Notices 8433. Calculations and Certificates 8634. Partial Invalidity 8635. Remedies and Waivers 8636. Amendments and Waivers 8737. Confidential Information 9038. Confidentiality of Funding Rates 9439. Counterparts 9540. Governing Law 9541. Enforcement 95

Schedule Page1. The Original Parties 97 Part 1 The Original Obligors 97 Part 2 The Original Lenders 982. Conditions Precedent 99 Part 1 Conditions Precedent to Initial Utilisation 99 Part 2 Conditions Precedent required to be delivered by an Additional Obligor 1013. Utilisation Request 1034. Form of Transfer Certificate 1045. Form of Substitute Affiliate Lender Designation Notice 1066. Form of Assignment Agreement 1087. Form of Accession Letter 1118. Form of Resignation Letter 1129. Form of Compliance Certificate 11310. Form Of Increase Confirmation 11411. LMA form of Confidentiality Undertaking 11612. Timetables 122 Signatories 123

1

THIS AGREEMENT is dated 24 August 2015 and made

BETWEEN:

(1) SIBANYE GOLD LIMITED (the Company);

(2) THE SUBSIDIARIES of the Company listed in Part 1 of Schedule 1 as original borrowers (together with the Company the Original Borrowers);

(3) THE SUBSIDIARIES of the Company listed in Part 1 of Schedule 1 as original guarantors (together with the Company the Original Guarantors);

(4) BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED and HSBC BANK PLC as co-ordinators (the Co-ordinators);

(5) BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED and HSBC BANK PLC as mandated lead arrangers (together with the Co-ordinators the Arrangers);

(6) THE FINANCIAL INSTITUTIONS listed in Part 2 of Schedule 1 as lenders (the Original Lenders); and

(7) BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED as agent of the other Finance Parties (the Agent).

IT IS AGREED as follows:


1.1 Definitions

In this Agreement:

Acceptable Bank means a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or A2 or higher by Moody’s Investors Service Limited or a comparable rating from an internationally recognised credit rating agency.

Accession Letter means a document substantially in the form set out in Schedule 7 (Form of Accession Letter).

Accounting Principles means the IFRS as adopted by the International Accounting Standards Board, to the extent applicable to the relevant Financial Statements.

Additional Borrower means a company which becomes an Additional Borrower in accordance with Clause 26 (Changes to the Obligors).

Additional Guarantor means a company which becomes an Additional Guarantor in accordance with Clause 26 (Changes to the Obligors).

Additional Obligor means an Additional Borrower or an Additional Guarantor.

Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

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Applicable Inter-company Loans means inter-company loans which are fully subordinated to the liabilities of the Obligors under the Finance Documents and are between Obligors.

Assignment Agreement means an agreement substantially in the form set out in Schedule 4 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

Authorisation means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

Availability Period means the period from and including the Signature Date ending on the earlier of:

(a) the date on which the Facility is cancelled; and

(b) the date falling one month prior to the Termination Date.

Available Commitment means a Lender’s Commitment minus:

(a) the amount of its participation in any outstanding Loans; and

(b) in relation to any proposed Utilisation, the amount of its participation in any Loans that are due to be made on or before the proposed Utilisation Date,

other than that Lender’s participation in any Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date.

Available Facility means the aggregate for the time being of each Lender’s Available Commitment.

Borrower means an Original Borrower or an Additional Borrower unless it has ceased to be a Borrower in accordance with Clause 26 (Changes to the Obligors).

Break Costs means the amount (if any) by which:

(a) the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

Burnstone means Sibanye Gold Eastern Operations Proprietary Limited (previously known as Southgold Exploration Proprietary Limited).

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in London and New York.

Code means the US Internal Revenue Code of 1986.

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Commitment means:

(a) in relation to an Original Lender, the amount set opposite its name under the heading “Commitment” in Part 2 of Schedule 1 (The Original Parties) and the amount of any other Commitment transferred to it under this Agreement; and

(b) in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

Companies Act means the Companies Act, 2008 of South Africa and all regulations promulgated under that Act.

Compliance Certificate means a certificate substantially in the form set out in Schedule 9 (Form of Compliance Certificate).

Confidential Information means all information relating to the Company, any Obligor, the Group, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

(a) any member of the Group or any of its advisers; or

(b) another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:

(i) information that:

(A) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 37 (Confidential Information); or

(B) is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

(C) is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and

(ii) any Funding Rate.

Confidentiality Undertaking means a confidentiality undertaking substantially in a recommended form of the LMA as set out in Schedule 1 (LMA form of Confidentiality Undertaking) or in any other form agreed between the Company and the Agent.

Consolidated EBITDA has the meaning given to that term in Clause 22.1 (Financial Definitions).

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Default means an Event of Default or any event or circumstance specified in Clause 24 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

Defaulting Lender means any Lender:

(a) which has failed to make its participation in a Loan available (or has notified the Agent or the Company (which has notified the Agent) that it will not make its participation in a Loan available) by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders’ participation);

(b) which has otherwise rescinded or repudiated a Finance Document; or

(c) with respect to which an Insolvency Event has occurred and is continuing,

unless, in the case of paragraph (a) above:

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Disruption Event; and

payment is made within five Business Days of its due date; or

(ii) the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

Disruption Event means either or both of:

(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i) from performing its payment obligations under the Finance Documents; or

(ii) from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

EBITDA has the meaning given to that term in Clause 22.1 (Financial Definitions).

Encumbrance means:

(a) any mortgage, bond, notarial bond, pledge, lien, assignment or cession conferring security, hypothecation, a security interest, preferential right or trust arrangement or other encumbrance of the like securing any obligation of any person; or

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(b) any arrangement under which money or claims to, or for the benefit of, a bank or other account may be applied, set off or made subject to a combination of accounts so as to effect discharge of any sum owed or payable to any person; or

(c) any other type of preferential agreement or arrangement (including any title transfer and retention arrangement), the effect of which is the creation of a security interest.

Eskom means Eskom Holdings SOC Limited.

Event of Default means any event or circumstance specified as such in Clause 24 (Events of Default).

Facility means the revolving loan facility made available under this Agreement as described in Clause 2 (The Facility).

Facility Office means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

Fallback Interest Period means a period of one week.

FATCA means:

(a) sections 1471 to 1474 of the Code or any associated regulations;

(b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

FATCA Application Date means:

(a) in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;

(b) in relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the Code (which relates to “gross proceeds” from the disposition of property of a type that can produce interest from sources within the US), 1 January 2017; or

(c) in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2017,

or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the Signature Date.

FATCA Deduction means a deduction or withholding from a payment under a Finance Document required by FATCA.

FATCA Exempt Party means a Party that is entitled to receive payments free from any FATCA Deduction.

Fee Letter means any letter or letters dated on or about the Signature Date between the Co-ordinators and the Company (or the Agent and the Company) setting out any of the fees referred to in Clause 13 (Fees).

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Finance Document means this Agreement, any Fee Letter, any Accession Letter, any Resignation Letter, the Mandate Letter and any other document designated as such by the Agent and the Company.

Finance Party means the Agent, the Arrangers or a Lender.

Financial Indebtedness means (without double counting) any indebtedness for or in respect of:

(a) moneys borrowed or credit granted;

(b) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with IFRS, be treated as a finance or capital lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any amount of liability in respect of any purchase price for assets or services the payment of which is deferred where the deferral of such price is either:

(i) used primarily as a method of raising credit; or

(ii) not made in the ordinary course of business;

(g) any agreement or option to re-acquire an asset if one of the primary reasons for entering into such agreement or option is to raise finance;

(h) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(i) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account);

(j) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;

(k) the amount raised by the issue of redeemable shares to the extent such shares are redeemable prior to the Termination Date; and

(l) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (k) above.

Financial Half Year has the meaning given to that term in Clause 22.1 (Financial Definitions).

Financial Quarter has the meaning given to that term in Clause 22.1 (Financial Definitions)

Financial Statements means any financial statements referred to in Clause 21.1 (Financial statements).

Financial Year has the meaning given to that term in Clause 22.1 (Financial Definitions).

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Franco-Nevada Loan means the loan owing by Ezulwini Mining Company to Franco-Nevada GLW Holdings Corp., Gold Wheaton Gold Corp., Franco Nevade (Barbados) Corporation (previously known as Gold Wheaton (Barbados Corporation) and/or any one or more of their respective affiliates.

Franco-Nevada Loan Agreement means a written gold purchase agreement dated 5 November 2009 concluded amongst Ezulwini Mining Company and Franco-Nevada GLW Holdings Corp., Gold Wheaton Gold Corp. and Franco-Nevada (Barbados) Corporation (previously known as Gold Wheaton (Barbados Corporation) pursuant to which the Franco-Nevada Loan is made available to Ezulwini Mining Company.

Funding Rate means any individual rate notified by a Lender to the Agent pursuant to paragraph (a)(ii) of Clause 12.3 (Cost of funds).

Group means the Company and its Subsidiaries for the time being.

Group Structure Chart means the group structure chart in agreed form showing at least the following information:

(a) each member of the Group, including current name and company registration number, its jurisdiction of incorporation and/or its jurisdiction of establishment;

(b) a list of shareholders of each member of the Group; and

(c) indicating whether it is not a company with limited liability.

Guarantor means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 26 (Changes to the Obligors).

Guarantor Threshold Test has the meaning given to that term in Clause 23.20 (Guarantors).

Historic Screen Rate means, in relation to any Loan, the most recent applicable Screen Rate for dollars and for a period equal in length to the Interest Period of that Loan and which is as of a day which is no more than 3 days before the Quotation Day.

Holding Company means, in relation to a person, any other person in respect of which it is a Subsidiary.

IFRS means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant Financial Statements.

Impaired Agent means the Agent at any time when:

(a) it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b) the Agent otherwise rescinds or repudiates a Finance Document;

(c) (if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a), (b) or (c) of the definition of “Defaulting Lender”; or

(d) an Insolvency Event has occurred and is continuing with respect to the Agent; unless, in the case of paragraph (a) above:

(i) its failure to pay is caused by:

(A) administrative or technical error; or

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(B) a Disruption Event; and

(ii) payment is made within five Business Days of its due date; or

(iii) the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

Increase Confirmation means a confirmation substantially in the form set out in Schedule 10 (Form of Increase Confirmation).

Indebtedness for Borrowed Money means Financial Indebtedness save for any indebtedness for or in respect of paragraphs (i) and (j) of the definition of “Financial Indebtedness”, or in respect of any guarantee or indemnity of such indebtedness if an to the extent only (i) and (j) are not closed-out and/or called and consequently constitute Financial Indebtedness.

Information Package means the document in the form approved by the Company concerning the Group which, at the Company’s request and on its behalf, was prepared in relation to this transaction, approved by the Company and distributed by the Co-ordinators to selected financial institutions before the Signature Date.

Insolvency Event in relation to an entity means that the entity:

(a) is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(c) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

(d) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (c) above and:

(i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

(ii) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

(e) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(f) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (c) above);

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(g) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

(h) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (g) above; or

(i) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

Interest Period means, in relation to a Loan, each period determined in accordance with Clause 11 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 10.3 (Default interest).

Interpolated Historic Screen Rate means, in relation to LIBOR for any Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:

(a) the most recent applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and

(b) the most recent applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan,

each for dollars and each of which is as of a day which is no more than 3 days before the Quotation Day.

Interpolated Screen Rate means, in relation to any Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:

(a) the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and

(b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan,

each as of the Specified Time for dollars.

JSE means the Johannesburg Stock Exchange, a licensed financial exchange in terms of the Financial Markets Act, 2012, as managed by JSE Limited, a public company duly incorporated in accordance with the laws of South Africa with registration number 2005/022939/06, or any other financial exchange which operates as a successor exchange to the Johannesburg Stock Exchange.

JSE Listings Requirements means the listings requirements published by the JSE, as amended from time to time.

Legal Reservations means:

(a) the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

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(b) the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of UK stamp duty may be void and defences of set-off or counterclaim; and

(c) similar principles, rights and defences under the laws of any relevant jurisdiction; and

(d) any other matters which are set out as qualification or reservations as to matters of law of general application in the legal opinions delivered to the Agent under Clause 4.1 (Initial conditions precedent).

Lender means:

(a) any Original Lender; and

(b) any bank, financial institution, trust, fund or other entity which has become a Party in accordance with Clause 2.2 (Increase) or Clause 25 (Changes to the Lenders),

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

LIBOR means, in relation to any Loan:

(a) the applicable Screen Rate as of the Specified Time for dollars and for a period equal in length to the Interest Period of that Loan; or

(b) as otherwise determined pursuant to Clause 12 (Changes to the calculation of interest),

and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero.

Limitation Acts means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.

LMA means the Loan Market Association.

Loan means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan.

Majority Lenders means a Lender or Lenders whose Commitments aggregate more than 66 2/3% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66 2/3% of the Total Commitments immediately prior to the reduction).

Mandate Letter means the written mandate letter concluded between the Company, the Coordinators and the Bookrunners on or about 14 July 2015.

Margin means 2% per annum.

Material Adverse Effect means a material adverse effect on:

(a) the business, operations, property or financial condition of the Group taken as a whole; or

(b) the ability of the Obligors together to perform their financial or other obligations under the Finance Documents.

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Material Company means any member of the Group (other than an Obligor and a Project Finance Subsidiary) which:

(a) has EBITDA (determined on the same basis as Consolidated EBITDA) representing 5% or more of Consolidated EBITDA (provided that any amounts attributable to Project Finance Subsidiaries shall be excluded from the calculation of Consolidated EBITDA); or

(b) has gross assets representing 10% or more of the gross assets of the Group (excluding assets of Project Finance Subsidiaries) calculated on a consolidated basis.

Compliance with the conditions set out in paragraph (a) and (b) above shall be determined by reference to the most recent Compliance Certificate supplied by the Company and/or the latest audited annual financial statements or unaudited half-yearly financial statements of that Subsidiary (consolidated in the case of a Subsidiary which itself has Subsidiaries) and the latest audited annual consolidated financial statements or unaudited half-yearly consolidated financial statements of the Company.

Month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a) subject to paragraph (c) below if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

The above rules will only apply to the last Month of any period.

New Lender has the meaning given to that term in 25 (Changes to the Lenders).

Non-Obligor means any person that is not an Obligor or a Project Finance Subsidiary.

Non-Obligor Restricted Company means a Restricted Company that is not an Obligor.

Non-Project Finance Group Member means any member of the Group other than a Project Finance Subsidiary.

Obligor means a Borrower or a Guarantor.

Original Financial Statements means:

(a) in relation to the Company, the audited consolidated financial statements of the Group for the Financial Year ended 31 December 2014; and

(b) in relation to each Original Obligor other than the Company, its audited financial statements for its Financial Year ended 31 December 2014.

Original Obligor means an Original Borrower or an Original Guarantor.

Party means a party to this Agreement.

Permitted Acquisition means any acquisition which is not classified as a “Category 1 Transaction” of the Company in terms of the JSE Listings Requirements.

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Permitted Disposal means any sale, lease, transfer or other disposal:

(a) by a Restricted Company of any assets which are obsolete, redundant or no longer required for the efficient operation of the business of such Restricted Company;

(b) by a Restricted Company in the ordinary course of its day-to-day trading if that sale, lease, transfer or other disposal is not otherwise restricted by a term of any Finance Document;

(c) by an Obligor to another Obligor;

(d) by a Restricted Company (other than an Obligor) to any other Restricted Company (other than an Obligor);

(e) by any Non-Project Finance Group Member to any Project Finance Subsidiary on arm’s length terms, provided that the aggregate value of such disposal (whether in a single transaction or a series of transactions) together with all other disposals from all Non-Project Finance Group Members to all Project Finance Subsidiaries, does not:

(i) in respect of Burnstone, exceed ZAR1.8 billion over the term of the Facility; and

(ii) in respect of other Project Finance Subsidiaries exceed 5% of Consolidated Tangible Net Worth (as determined in accordance with the most recent Financial Statements) at any time over the term of the Facility;

(f) by a Restricted Company to a Non-Obligor on arm’s length terms, provided that the aggregate value of such disposals (whether in a single transaction or a series of transactions) does not, in aggregate, exceed 15% (fifteen percent) of Consolidated Tangible Net Worth (as determined in accordance with the most recent Financial Statements) in any Financial Year and 25% (twenty five percent) of Consolidated Tangible Net Worth (as determined in accordance with the most recent Financial Statements) over the term of the Facility;

(g) of assets (other than shares or businesses) in exchange for other assets comparable or superior as to type, value and quality;

(h) of cash equivalent investments for cash or in exchange for other cash equivalent investments;

(i) arising as a result of any Permitted Encumbrance; or

(j) for which the Agent (acting on the instructions of the Majority Lenders) has given its prior written consent.

Permitted Encumbrance means:

(a) any Encumbrance created prior to the Signature Date which:

(i) is disclosed in the Financial Statements of the Company delivered to the Agent prior to the Signature Date and

(ii) in all circumstances secures only indebtedness outstanding or a facility available at the Signature Date if the principal amount or original facility thereby secured is not increased after the Signature Date;

(b) any Encumbrance created prior to the Signature Date in favour of Opiconsivia Trading 305 (RF) Proprietary Limited;

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(c) any netting or set-off arrangement entered into by any Restricted Company in the ordinary course of its banking arrangements (which shall include, for the avoidance of doubt, those pursuant to hedging arrangements (which constitute Permitted Financial Indebtedness) in relation to gold, silver, copper and other commodity prices, foreign exchange rates and interest rates where such arrangements are entered into for the purposes of providing protection against fluctuation in such rates or prices in the ordinary course of business and not for speculative purposes), for the purpose of netting debit and credit balances;

(d) any lien arising by operation of law and in the ordinary course of trading and not by reason of any default (whether in payments or otherwise) of any Restricted Company;

(e) any Encumbrance or Quasi-Encumbrance over or affecting any asset acquired by a member of the Group after the Signature Date if:

(i) the Encumbrance or Quasi-Encumbrance was not created in contemplation of the acquisition of that asset by a member of the Group;

(ii) the principal amount secured has not been increased in contemplation of, or since the acquisition of that asset by a member of the Group; and

(iii) the Encumbrance or Quasi-Encumbrance is removed or discharged within six Months from the date of the acquisition of that asset, unless such Encumbrance is otherwise permitted to exist in terms of this definition;

(f) any Encumbrance or Quasi-Encumbrance over or affecting any asset of any company which becomes a member of the Group after the Signature Date, where the Encumbrance or Quasi-Encumbrance is created prior to the date on which that company becomes a member of the Group, if:

(i) the Encumbrance or Quasi-Encumbrance was not created in contemplation of the acquisition of that company;

(ii) the principal amount secured has not increased in contemplation of or since the acquisition of that company; and

(iii) the Encumbrance or Quasi-Encumbrance is removed or discharged within six Months from the date on which the relevant company became a member of the Group, unless such Encumbrance is otherwise permitted to exist in terms of this definition;

(g) any Encumbrance or Quasi-Encumbrance arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a member of the Group in the ordinary course of trading;

(h) any Encumbrance or Quasi-Encumbrance granted in respect of Financial Indebtedness incurred by a Project Finance Subsidiary over assets of, or the shares in, or any debt or other obligations of, a Project Finance Subsidiary (or the shares in a Holding Company whose only assets are the shares in and claims against a Project Finance Subsidiary);

(i) any Encumbrances or Quasi-Encumbrance securing the indebtedness under the Franco-Nevada Loan Agreement pursuant to the agreements in the form delivered to the Agent prior to the Signature Date or in a form no more onerous to the Obligors than the form delivered to the Agent;

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(j) any Encumbrance or Quasi-Encumbrance resulting from the rules and regulations of any clearing system or stock exchange over shares and/or other securities held in that clearing system or stock exchange;

(k) any Encumbrance or Quasi-Encumbrance arising as a result of a disposal which is a Permitted Disposal;

(l) any Encumbrance or Quasi-Encumbrance arising as a consequence of any finance or capital lease constituting Permitted Financial Indebtedness;

(m) in respect of Encumbrances or Quasi-Encumbrances over or affecting any asset of any member of the Group who is not a Restricted Company or a Project Finance Subsidiary;

(n) any Encumbrance or Quasi-Encumbrance securing indebtedness the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of Encumbrance or Quasi-Encumbrance other than any permitted under paragraphs (a) to (m) above and paragraphs (o) to (s) below) does not exceed 5% (five percent) of Consolidated Tangible Net Worth (as determined in accordance with the most recent Financial Statements), as most recently measured before the creation of the Encumbrances or Quasi-Encumbrances, (or its equivalent in another currency) (but adjusted to include the net value of new assets acquired since the last date of the latest set of consolidated annual financial statements of the Group);

(o) any other Encumbrance or Quasi-Encumbrance as agreed by the Agent (acting on the instructions of the Majority Lenders) in writing;

(p) any Encumbrance arising pursuant to or permitted under the Finance Documents;

(q) any Encumbrance in respect of any environmental bond which any member of the Group is required to issue under any applicable environmental law;

(r) any Encumbrance contemplated in paragraph (h) of the definition of “Permitted Financial Indebtedness” provided that the value of the assets encumbered does not exceed US$50million; or

(s) any Encumbrance contemplated in paragraph (i) of the definition of “Permitted Financial Indebtedness”.

Permitted Financial Indebtedness means any Financial Indebtedness:

(a) arising under the Finance Documents;

(b) arising under any environmental bond, rehabilitation bond or guarantee or any similar arrangement which any member of the Group is required to issue under any applicable environmental law;

(c) arising under any derivative transaction, in the ordinary course of business, which does not have the commercial effect of borrowing, entered into in connection with protection against or benefit from fluctuation in any rate or price but not for speculative purposes (other than any amount which constitutes the marked to market value realised on such derivative transaction that has not been discharged within two Business Days of the date on which such amount arose, and other than any amount due as a result of the termination, close-out, restructure or refinancing of that derivate transaction that has not been discharged within two Business Days of the date on which such amount arose);

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(d) of the Group existing and available on the Signature Date (including of any person that becomes a member of the Group from time to time, provided that such Financial Indebtedness existed at the time that such person became a member of the Group and was not created in anticipation thereof);

(e) between Group companies to the extent incurred for the purpose of financing general corporate and working capital requirements;

(f) not falling within paragraphs (a), (b), (c), (d) or (e) above and (g) to (i) below provided that the aggregate amount of all Financial Indebtedness (other than Financial Indebtedness of Obligors or Project Finance Subsidiaries) permitted under this paragraph (f) does not at the time of the incurral thereof exceed 7.5% (seven point five percent) of the Consolidated Tangible Net Worth (as determined in accordance with the most recent Financial Statements) (or its equivalent in another currency);

(g) created or incurred with the prior written consent of the Agent (acting on the instructions of the Majority Lenders);

(h) arising under or in connection with a guarantee, bond or escrow arrangement required as a confirmation of certainty of funds available in connection with an offer made or to be made by a member of the Group to acquire shares in another person, provided that:

(i) such Permitted Financial Indebtedness is incurred by an Obligor; and

(ii) prior to incurring such indebtedness the Company delivers a Compliance Certificate to the Agent confirming that it will be in compliance with its obligations under Clause 22 (Financial Covenants) prior to and immediately post incurring such indebtedness;

(i) arising pursuant to a bank guarantee procured by any member of the Group in favour of Eskom required by Eskom as a prerequisite to its continued provision of electricity to such Obligors.

Project Finance Subsidiaries means:

(a) Burnstone;

(b) K2013164354 Proprietary Limited; and

(c) any other company or other entity (excluding the Obligors):

(i) that since the Signature Date has not received Distributions, loans, assets or guarantees from any member of the Group which in aggregate together with Distributions, loans, assets and guarantees received by Project Finance Subsidiaries from any other Restricted Company, exceeds 5% (five percent) of Consolidated Tangible Net Worth at any time;

(ii) whose sole business is, and remains, the ownership, development, construction, refurbishment, commissioning and/or operation of a project; and

(iii) which, to the extent that such company or entity owes Financial Indebtedness to persons who are not members of the Group, has no creditors in respect of such Financial Indebtedness which have recourse in respect of such Financial Indebtedness to any other member of the Group other than that company or entity other than by way of security over shares in or pursuant to obligations owing by such company or entity to other members of the Group.

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Qualifying Lender has the meaning given to it in Clause 14 (Tax Gross Up and Indemnities).

Quasi-Encumbrance means an arrangement or transaction under which:

(a) an Obligor sells, transfers or otherwise disposes of any of its assets on terms whereby they are or may be leased to or re-acquired by that or any other Obligor;

(b) an Obligor sells, transfers or otherwise disposes of its receivables on recourse terms; or

(c) money or the benefit of a bank account of an Obligor may be applied, set-off or made subject to a combination of accounts to, against or with that of a person that is not an Obligor,

or any other preferential agreement or arrangement to which an Obligor is a party having a similar effect to that described in paragraphs (a) to (c) above, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness.

Quotation Day means, in relation to any period for which an interest rate is to be determined, two Business Days before the first day of that period unless market practice differs in the Relevant Interbank Market in which case the Quotation Day will be determined by the Agent in accordance with market practice in the Relevant Market (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days).

Related Fund in relation to a fund (the first fund), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

Relevant Market means the London interbank market.

Repeating Representations means each of the representations set out in Clause 20 (Representations), other than Clause 20.8 (No filing or stamp taxes), Clause 20.11 (No misleading information) and Clause 20.13 (No proceedings pending or threatened).

Representative means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

Resignation Letter means a letter substantially in the form set out in Schedule 8 (Form of Resignation Letter).

Restricted Company means:

(a) an Obligor; and

(b) a Material Company.

Rollover Loan means one or more Loans:

(a) made or to be made on the same day that a maturing Loan is due to be repaid;

(b) the aggregate amount of which is equal to or less than the amount of the maturing Loan; and

(c) made or to be made to the same Borrower for the purpose of refinancing that maturing Loan.

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Screen Rate means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for dollars for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page LIBOR01 or LIBOR02 of the Thomson Reuters screen or any replacement Thomson Reuters page which displays that rate or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Company and the Majority Lenders.

Security means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

Signature Date means the date of signature of this Agreement by the Party signing it last in time.

Specified Time means a day or time determined in accordance with Schedule 12 (Timetables).

Subsidiary means a “subsidiary” as defined in the Companies Act and shall include any person who would, but for not being a “company” under the Companies Act, qualify as a “subsidiary” as defined in the Companies Act.

Substitute Affiliate Lender Designation Notice has the meaning given to it in paragraph (b) of Clause 25.10 (Lender Affiliates and Facility Office).

Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

Termination Date means the third anniversary of the Signature Date.

Total Commitments means the aggregate of the Commitments, being US$300,000,000 at the Signature Date.

Transfer Certificate means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Company.

Transfer Date means, in relation to an assignment or a transfer, the later of:

(a) the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

(b) the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate.

Unpaid Sum means any sum due and payable but unpaid by an Obligor under the Finance Documents.

US means the United States of America.

US Tax Obligor means:

(a) a Borrower which is resident for tax purposes in the US; or

(b) an Obligor some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.

Utilisation means a utilisation of the Facility.

Utilisation Date means the date of a Utilisation, being the date on which a Loan is to be made.

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Utilisation Request means a notice substantially in the form set out in Schedule 3 (Utilisation Request).

VAT means:

(a) any value added tax imposed in compliance with the Value added Tax Act, 1991;

(b) any general service tax; and

(c) any other tax of a similar nature.

1.2 Construction

(a) Unless a contrary indication appears, any reference in this Agreement to:

(i) the Agent, any Arranger, any Finance Party, any Lender, any Obligor or any Party shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

(ii) assets includes present and future properties, revenues and rights of every description;

(iii) a Finance Document or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

(iv) a group of Lenders includes all the Lenders;

(v) indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(vi) a person includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

(vii) a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(viii) a provision of law is a reference to that provision as amended or re-enacted; and

(ix) a time of day is a reference to London time.

(b) The determination of the extent to which a rate is for a period equal in length to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

(c) Section, Clause and Schedule headings are for ease of reference only.

(d) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(e) A Default is continuing if it has not been remedied or waived.

1.3 Currency symbols and definitions

$, USD and dollars denote the lawful currency of the United States of America.

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1.4 Third party rights

(a) Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the Third Parties Act) to enforce or to enjoy the benefit of any term of this Agreement.

(b) Subject to Clause 36.3 (Other exceptions) but otherwise notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

2. THE FACILITY

2.1 The Facility

Subject to the terms of this Agreement, the Lenders make available to the Borrowers a dollar revolving loan facility in an aggregate amount equal to the Total Commitments.

2.2 Increase

(a) The Company may within 6 Months of the Signature Date, by giving prior written notice to the Agent request the Commitment be increased in an aggregate amount of up to US$50,000,000 as follows:

(i) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an Increase Lender) selected by the Company (each of which shall not be a member of the Group) and each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender;

(ii) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender;

(iii) each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender;

(iv) the Commitments of the other Lenders shall continue in full force and effect; and

(v) any increase in the Commitments shall take effect on the date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied.

(b) An increase in the Commitments relating to a Facility will only be effective on:

(i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender;

(ii) the Company confirming in writing to the Agent that no Default is continuing or will occur as a result of the establishment or implementation of the increase in the Commitments;

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(iii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase:

(A) the Increase Lender entering into the documentation required for it to accede as a party to the Finance Documents; and

(B) the Agent being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender. The Agent shall promptly notify the Company and the Increase Lender upon being so satisfied.

(c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

(d) Clause 25.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis to this Clause 2.2 in relation to an Increase Lender as if references in that Clause to:

(i) an Existing Lender were references to all the Lenders immediately prior to the relevant increase;

(ii) the New Lender were references to that Increase Lender; and

(iii) are-transfer and re-assignment were references to respectively a transfer and assignment.

(e) If the Company has not delivered the notice contemplated in Clause 2.2(a) within 6 Months of the Signature Date, the Company shall no longer be entitled to increase the Commitment pursuant to Clause 2.2 (Increase) without the Agent’s prior written consent.

2.3 Finance Parties’ rights and obligations

(a) The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.

(c) A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

3. PURPOSE

3.1 Purpose

Each Borrower shall apply all amounts borrowed by it under the Facility towards financing the Group’s:

(a) on-going capital expenditure;

(b) working capital; and

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(c) general corporate expenditure requirements which may include the financing of future acquisition or business combinations (to the extent such transaction is permitted by the terms of this Agreement).

3.2 Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4. CONDITIONS OF UTILISATION

4.1 Initial conditions precedent

(a) No Borrower may deliver a Utilisation Request unless the Agent has received all of the documents and other evidence listed in Part 1 of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Company and the Lenders promptly upon being so satisfied.

(b) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

4.2 Further conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

(a) in the case of a Rollover Loan, no Event of Default is continuing or would result from the proposed Loan and, in the case of any other Loan, no Default is continuing or would result from the proposed Loan; and

(b) the Repeating Representations to be made by each Obligor are true in all material respects.

4.3 Maximum number of Loans

A Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation 15 or more Loans would be outstanding.

5. UTILISATION

5.1 Delivery of a Utilisation Request

A Borrower may utilise the Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

5.2 Completion of a Utilisation Request

(a) Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i) the proposed Utilisation Date is a Business Day within the Availability Period;

(ii) the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and

(iii) the proposed Interest Period complies with Clause 11 (Interest Periods).

(b) Only one Loan may be requested in each Utilisation Request.

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5.3 Currency and amount

(a) The currency specified in a Utilisation Request must be dollars.

(b) The amount of the proposed Loan must be an amount which is not more than the Available Facility and which is a minimum of US$5,000,000 or, if less, the Available Facility.

5.4 Lenders’ participation

(a) If the conditions set out in this Agreement have been met and subject to Clause 6.1 (Repayment of Loans) each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office by no later than 2:30pm.

(b) The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

(c) The Agent shall notify each Lender of the amount of each Loan, the amount of its participation in that Loan and, if different, the amount of that participation to be made available in accordance with Clause 30.1 (Payments to the Agent), in each case by the Specified Time.

5.5 Cancellation of Commitment

The Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period.

6. REPAYMENT

6.1 Repayment of Loans

(a) Each Borrower which has drawn a Loan shall repay that Loan on the last day of its Interest Period.

(b) Without prejudice to each Borrower’s obligation under paragraph (a) above, if:

(i) one or more Loans are to be made available to a Borrower:

(A) on the same day that a maturing Loan is due to be repaid by that Borrower; and

(B) in whole or in part for the purpose of refinancing the maturing Loan; and

(ii) the proportion borne by each Lender’s participation in the maturing Loan to the amount of that maturing Loan is the same as the proportion borne by that Lender’s participation in the new Loans to the aggregate amount of those new Loans,

the aggregate amount of the new Loans shall, unless the Company notifies the Agent to the contrary in the relevant Utilisation Request, be treated as if applied in or towards repayment of the maturing Loan so that:

(A) if the amount of the maturing Loan exceeds the aggregate amount of the new Loans:

I. the relevant Borrower will only be required to make a payment under Clause 30.1 (Payments to the Agent) in an amount in the relevant currency equal to that excess; and

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II. each Lender’s participation in the new Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the maturing Loan and that Lender will not be required to make a payment under Clause 30.1 (Payments to the Agent) in respect of its participation in the new Loans; and

(B) if the amount of the maturing Loan is equal to or less than the aggregate amount of the new Loans:

I. the relevant Borrower will not be required to make a payment under Clause 30.1 (Payments to the Agent); and

II. each Lender will be required to make a payment under Clause 30.1 (Payments to the Agent) in respect of its participation in the new Loans only to the extent that its participation in the new Loans exceeds that Lender’s participation in the maturing Loan and the remainder of that Lender’s participation in the new Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the maturing Loan.

7. ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION

7.1 Illegality

If, in any applicable jurisdiction, it becomes unlawful for any Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan or it becomes unlawful for any Affiliate of a Lender for that Lender to do so:

(a) that Lender shall promptly notify the Agent upon becoming aware of that event;

(b) upon the Agent notifying the Company, the Available Commitment of that Lender will be immediately cancelled; and

(c) each Borrower shall repay that Lender’s participation in the Loans made to that Borrower on the last day of the Interest Period for each Loan occurring after the Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment shall be cancelled in the amount of the participations repaid.

7.2 Voluntary cancellation

The Company may, if it gives the Agent not less than 5 Business Days’ prior notice, cancel the whole or any part (being a minimum amount of US$5,000,000 and in integral multiples of US$1,000,000 of the Available Facility). Any cancellation under this Clause 7.2 shall reduce the Commitments of the Lenders rateably under the Facility.

7.3 Voluntary prepayment of Utilisations

A Borrower to which a Utilisation has been made may, if it or the Company gives the Agent not less than 5 Business Days’ prior notice, prepay the whole or any part of a Utilisation (but if in part, being an amount that reduces the amount of the Utilisation by a minimum amount of US$5,000,000 and in integral multiples of US$1,000,000).

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7.4 Right of cancellation and repayment in relation to a single Lender

(a) If:

(i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 14.2 (Tax gross-up); or

(ii) any Lender claims indemnification from the Company or an Obligor under Clause 14.3 (Tax indemnity) or Clause 15.1 (Increased costs),

the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment(s) of that Lender and its intention to procure the repayment of that Lender’s participation in the Utilisations.

(b) On receipt of a notice referred to in Clause 7.4(a) above in relation to a Lender, the Commitment(s) of that Lender shall immediately be reduced to zero.

(c) On the last day of each Interest Period which ends after the Company has given notice under Clause 7.4(a) in relation to a Lender (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Utilisation is outstanding shall repay that Lender’s participation in that Utilisation together with all interest and other amounts accrued under the Finance Documents.

8. MANDATORY PREPAYMENT AND CANCELLATION

8.1 Change of control

(a) If any person or group of persons acting in concert gains control of the Company then the procedure referred to in Clause 8.4 (General procedure in respect of specified prepayment events) shall be followed.

(b) For the purpose of paragraph (a) above control means in relation to the Company:

(i) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(A) cast, or control the casting of, more than:

I. if the shares are not listed, 50% (fifty percent); or

II. for so long as the shares are listed, unless another person or group of persons acting in concert has the power to cast or control the power of casting a higher percentage of such votes, 35% (thirty-five percent),

of the maximum number of votes that might be cast at a general meeting of the Company; or

(B) appoint or remove all, or the majority, of the directors or other equivalent officers of the Company; or

(ii) the holding beneficially and legally of more than 50% (fifty percent) of the issued ordinary share capital of the Company; and:

(c) For the purpose of paragraph (a) above acting in concert means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition directly or indirectly of shares in the Company by any of them, either directly or indirectly, to obtain or consolidate control of the Company.

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8.2 Non-Obligor Restricted Companies

(a) Cross Default

If:

(i) any Financial Indebtedness of a Non- Obligor Restricted Company is not paid when due, or where there is an applicable grace period, within the originally applicable grace period;

(ii) any Financial Indebtedness of a Non- Obligor Restricted Company is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described);

(iii) any commitment for any Financial Indebtedness of a Restricted Company is cancelled or suspended by a creditor of such Restricted Company as a result of an event of default (however described); or

(iv) any creditor of a member of a Non- Obligor Restricted Company becomes entitled to declare any Financial Indebtedness due and payable prior to its specified maturity as a result of an event of default (however described);

and the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness arising pursuant to paragraphs (i) to (iv) above exceeds an amount of US$15,000,000 (or its equivalent in another currency) then the Company shall comply with Clause 8.4 (General procedure in respect of specified prepayment events).

(b) Insolvency

If:

(i) any Non-Obligor Restricted Company is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness;

(ii) the board of directors of a Non-Obligor Restricted Company adopts a resolution declaring that relevant Restricted Company to be Financially Distressed (as defined in the Companies Act) or the board of that Restricted Company has not timeously delivered the written notice required in terms of section 129(7) of the Companies Act; or

(iii) a moratorium is declared or takes effect in respect of any indebtedness of any Non-Obligor Restricted Company;

then the Company shall comply with the provisions of Clause 8.4 (General procedure in respect of specified prepayment events).

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(c) Insolvency Proceedings

If:

(i) any corporate action, legal proceedings or other procedure or step is taken in relation to:

(A) the suspension of payments, the commencement of business rescue proceedings (whether by any Non-Obligor Restricted Company or by any other person under section 129 of the Companies Act or pursuant to an application by an “affected person” under section 131 of the Companies Act or by the court during any other proceedings in respect of any member of the Group), a moratorium of any Financial Indebtedness, liquidation, winding-up, dissolution, administration, judicial management, or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Non-Obligor Restricted Company;

(B) a composition, compromise, assignment or arrangement with any creditor of any Non-Obligor Restricted Company;

(C) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager, judicial manager, business rescue practitioner or other similar officer in respect of any Non-Obligor Restricted Company; or

(D) enforcement of any Encumbrance over any assets of any Non-Obligor Restricted Company, or any analogous procedure or step is taken in any jurisdiction and any such procedure or proceedings are not contested in good faith nor discharged within 30 (thirty) days (or such shorter period provided for contesting such procedure or proceedings under the laws of the relevant jurisdiction); or

(ii) a resolution is passed by the board of directors of a Non-Obligor Restricted Company, application is made or an order is applied for or granted, to authorise the entry into or implementation of any business rescue proceedings (or any similar proceedings) in respect of any Non-Obligor Restricted Company or any analogous procedure or step is taken in any jurisdiction,


(d) Creditors’ Process

If the operation of an attachment, sequestration, distress or execution that affects a material part of the assets or revenues of a Non-Obligor Restricted Company arises and is not discharged within 21 days of such event occurring, then then the Company shall comply with the provisions of Clause 8.4 (General procedure in respect of specified prepayment events).

8.3 Guarantor Threshold Test

If, at any time:

(a) the Guarantor Threshold Test is not met;

(b) at such time all EBITDA contributing wholly-owned Subsidiaries of the Company are or have become Guarantors; and

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(c) the Company has failed, after using all reasonable endeavours, to procure that such number of non-wholly-owned Subsidiaries as is required to meet the Guarantor Threshold Test, have bound themselves as Additional Guarantors in accordance with the procedure set out in Clause 26.4 (Additional Guarantors) within 30 days of the Compliance Certificate showing that the Guarantor Threshold Test has not been met,


8.4 General procedure in respect of specified prepayment events

If any of the events specified in Clause 8.1 (Change of control), Clause 8.2 (Non-Obligor Restricted Companies) or Clause 8.3 (Guarantor Threshold Test) occurs, then:

(a) the Company shall promptly notify the Agent upon becoming aware of that event;

(b) the Company shall enter into negotiations with the Lenders for a period of not more than 60 days from the date of the notice referred to in paragraph (a) above, with a view to agreeing terms and conditions acceptable to the Company and all of the Lenders for the continuation of the Facility;

(c) during the negotiation period referred to in paragraph (b) above, a Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan); and

(d) if an agreement is not reached during the negotiation period referred to in paragraph (b) above, and if a Lender so requires and notifies the Agent after the negotiation period referred to in paragraph (b) above, the Agent shall, by not less than 30 days’ notice to the Company, cancel the Commitment of that Lender and declare the participation of that Lender in all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents due and payable, in which case the Commitment of that Lender will be cancelled and that Lender’s participation in all such outstanding Loans together with accrued interest and all other amounts accrued under the Finance Documents will become due and payable on the date set out in the relevant notice.

8.5 Sanctions

(a) If :

(i) a misrepresentation occurs in respect of the representations contained in Clause 20.17 (Anti-corruption law and sanctions); or

(ii) a breach of the undertakings contained in Clause 23.6 (Anti-corruption law and sanctions) occurs,

each Obligor shall notify the Facility Agent promptly upon becoming aware of that event (unless that Obligor is aware that a notification has already been provided by another Obligor).

(b) If any event contemplated by paragraph (a) occurs, the following shall apply:

(i) upon the Facility Agent receiving a notice from an Obligor under paragraph (a) or a similar notice from any Finance Party, it shall notify the Lenders as soon as reasonably practicable;

(ii) a Lender shall not be obliged to fund any Utilisation; and

(iii) if a Lender so requires and notifies the Agent, the Agent shall, by not less than 10 days’ notice to the Company, cancel the Commitment of that Lender and declare the participation of that Lender in all outstanding Loans, together with accrued interest,

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and all other amounts accrued under the Finance Documents due and payable, in which case the Commitment of that Lender will be cancelled and that Lender’s participation in all such outstanding Loans together with accrued interest and all other amounts accrued under the Finance Documents will become due and payable on the date set out in the relevant notice.

9. RESTRICTIONS

9.1 Notices of cancellation or prepayment

Any notice of cancellation, prepayment, authorisation or other election given by any Party under Clause 7 (Illegality, Voluntary Prepayment and Cancellation ) or Clause 8 (Mandatory Prepayment and Cancellation) shall (subject to the terms of those Clauses) be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

9.2 Interest and other amounts

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

9.3 Reborrowing of the Facility

Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement, other than in circumstances where the prepayment or repayment has been made pursuant to Clause 8 (Mandatory Prepayment and Cancellation), in which event the Commitments shall be reduced by the amount prepaid or repaid.

9.4 Prepayment in accordance with Agreement

No Borrower shall repay or prepay all or any part of the Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

9.5 No reinstatement of Commitments

No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

9.6 Agent’s receipt of notices

If the Agent receives a notice under Clause 7 (Illegality, Voluntary Prepayment and Cancellation ) or Clause 8 (Mandatory Prepayment and Cancellation), it shall promptly forward a copy of that notice or election to either the Company or the affected Lender, as appropriate.

9.7 Application of prepayments

Any prepayment of a Utilisation under Clause 7.3 (Voluntary prepayment of Utilisations) shall be applied pro rata to each Lender’s participation in that Utilisation.

10. INTEREST

10.1 Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

(a) Margin; and

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(b) LIBOR.

10.2 Payment of interest

The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period (and, if the Interest Period is longer than six Months, on the dates falling at six monthly intervals after the first day of the Interest Period).

10.3 Default interest

(a) If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below is 2% per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 10.3 shall be immediately payable by the Obligor on demand by the Agent.

(b) If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

(i) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(ii) the rate of interest applying to the overdue amount during that first Interest Period shall be 2% per annum higher than the rate which would have applied if the overdue amount had not become due.

(c) Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

10.4 Notification of rates of interest

(a) The Agent shall promptly notify the Lenders and the relevant Borrower of the determination of a rate of interest under this Agreement.

(b) The Agent shall promptly notify the relevant Borrower of each Funding Rate relating to a Loan.

11. INTEREST PERIODS

11.1 Selection of Interest Periods

(a) A Borrower (or the Company on behalf of a Borrower) may select an Interest Period for a Loan in the Utilisation Request for that Loan.

(b) Subject to this Clause 11, a Borrower (or the Company) may select an Interest Period of one, three or six Months or any other period agreed between the Company, the Agent and all the Lenders.

(c) An Interest Period for a Loan shall not extend beyond the Termination Date.

(d) Each Interest Period for a Loan shall start on the Utilisation Date.

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(e) A Loan has one Interest Period only.

11.2 Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

12. CHANGES TO THE CALCULATION OF INTEREST

12.1 Unavailability of Screen Rate

(a) Interpolated Screen Rate

If no Screen Rate is available for LIBOR for the Interest Period of a Loan, the applicable LIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of that Loan.

(b) Shortened Interest Period

If no Screen Rate is available for LIBOR for:

(i) dollars; or

(ii) the Interest Period of a Loan and it is not possible to calculate the Interpolated Screen Rate,

the Interest Period of that Loan shall (if it is longer than the applicable Fallback Interest Period) be shortened to the applicable Fallback Interest Period and the applicable LIBOR for that shortened Interest Period shall be determined pursuant to the definition of LIBOR.

(c) Shortened Interest Period and Historic Screen Rate

If the Interest Period of a Loan is, after giving effect to paragraph (b) above, either the applicable Fallback Interest Period or shorter than the applicable Fallback Interest Period and, in either case, no Screen Rate is available for LIBOR for:

(i) dollars ; or

(ii) the Interest Period of that Loan and it is not possible to calculate the Interpolated Screen Rate,

the applicable LIBOR shall be the Historic Screen Rate for that Loan.

(d) Shortened Interest Period and Interpolated Historic Screen Rate

If paragraph (c) above applies but no Historic Screen Rate is available for the Interest Period of the Loan, the applicable LIBOR shall be the Interpolated Historic Screen Rate for a period equal in length to the Interest Period of that Loan.

(e) Cost of funds:

If paragraph (d) above applies but it is not possible to calculate the Interpolated Historic Screen Rate, the Interest Period of that Loan shall, if it has been shortened pursuant to paragraph (b) above, revert to its previous length and there shall be no LIBOR for that Loan and Clause 12.3 (Cost of funds) shall apply to that Loan for that Interest Period.

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12.2 Market disruption

If before close of business in London on the Quotation Day for the relevant Interest Period the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 35% of that Loan) that the cost to it of funding its participation in that Loan from the wholesale market for dollars

would be in excess of LIBOR then Clause 12.3 (Cost of funds) shall apply to that Loan for the relevant Interest Period.

12.3 Cost of funds

(a) If this Clause 12.3 applies, the rate of interest on each Lender’s share of the relevant Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

(i) the Margin; and

(ii) the rate notified to the Agent by that Lender as soon as practicable and in any event by close of business on the date falling two Business Days after the Quotation Day (or, if earlier, on the date falling five Business Days prior to the date on which interest is due to be paid in respect of that Interest Period), to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select.

(b) If this Clause 12.3 applies and the Agent or the Company so requires, the Agent and the Company shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.

(c) Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Company, be binding on all Parties.

12.4 Break Costs

(a) Each Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

(b) Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

13. FEES

13.1 Commitment fee

(a) The Company shall pay, or shall procure that an Obligor shall pay to the Agent (for the account of each Lender) a fee computed at the rate of 0.7% per annum on that Lender’s Available Commitment for the Availability Period.

(b) The accrued commitment fee is payable on the last day of each successive period of three Months which ends during the Availability Period, on the last day of the Availability Period and, if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

13.2 Arrangement fee

The Company shall pay to the Co-ordinators an arrangement fee in the amount and at the times agreed in a Fee Letter.

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13.3 Agency fee

The Company shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

13.4 Utilisation Fee

(a) Where the total outstanding Loans under the Facility fall within the range of the percentage of the Total Commitments set out in the left column below, the Company shall, or the Company shall procure that an Obligor shall pay to the Agent (for the account of each Lenders) a utilisation fee computed at a rate equal to the percentage per annum set out opposite such percentage range in the right column of the table below on the total outstanding Loans from time to time:

% of the Total Commitments Utilisation Fee

Less than or equal to 33⅓% 0.15%

Greater than 33⅓% and less than or equal to 66⅔% 0.30%

Greater than 66⅔% 0.50%

(b) The utilisation fee referred to in paragraph (a) above shall be calculated on a day-to-day basis and shall be payable on the last day of each successive period of three Months commencing on the date occurring three Months after the Signature Date and the Termination Date and thereafter shall be paid by the Agent to the Lenders pro rata to each Lender’s participation in the outstanding Loans from time to time.

14. TAX GROSS UP AND INDEMNITIES

14.1 Definitions

(a) In this Agreement:

Income Tax Act means the Income Tax Act, 1962 of South Africa.

Protected Party means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

Qualifying Lender means a Lender which is beneficially entitled to interest as defined in section 24J(1) of the Income Tax Act) payable to that Lender in respect of an advance under a Finance Document and is:

(i) a Lender which is tax resident in South Africa;

(ii) a Lender which is not tax resident in South Africa if:

(A) such advance in respect of which that interest is paid is effectively connected with or attributable to a permanent establishment of that Lender in South Africa;

(B) that Lender is registered as a taxpayer in terms of Chapter 3 of the Tax Administration Act, 2011 of South Africa; and

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(C) that Lender has by the due date for payment of that interest submitted to the Borrower a declaration (a Tax Declaration) in such form as may be prescribed by the Commissioner for the South African Revenue Service pursuant to section 50E(2) of the Income Tax Act that that Lender is, in terms of section 50D(3) of the Income Tax Act, exempt from the withholding tax on interest in respect of that payment; or

(iii) a Treaty Lender.


Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

Tax Payment means either the increase in a payment made by an Obligor to a Finance Party under Clause 14.2 (Tax gross-up) or a payment under Clause 14.3 (Tax indemnity).

Treaty Lender means a Lender which:

(i) is treated as a resident of a Treaty State for the purposes of a Treaty;

(ii) does not carry on a business in South Africa through a permanent establishment with which that Lender’s participation in the Loan is effectively connected; and

(iii) otherwise qualifies under the terms of a Treaty for full exemption from tax imposed by South Africa on interest.

Treaty State means a jurisdiction having a double taxation agreement (a Treaty) with South Africa which makes provision for full exemption from Tax imposed by South Africa on interest.

(b) Unless a contrary indication appears, in this Clause 14 a reference to determines or determined means a determination made in the absolute discretion of the person making the determination.

14.2 Tax gross-up

(a) Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b) The Company shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Company and that Obligor.

(c) If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

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(d) A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by South Africa, if on the date on which the payment falls due:

(i) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or

(ii) the relevant Lender is a Qualifying Lender solely by virtue of paragraph (ii) of the definition of Qualifying Lender and the relevant Lender has not given a Tax Declaration to the Borrower by the due date for the relevant interest payment; or

(iii) the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below.

(e) If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(f) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(g) A Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

14.3 Tax indemnity

(a) The Company shall (within three Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

(b) Paragraph (a) above shall not apply:

(i) with respect to any Tax assessed on a Finance Party under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

(ii) to the extent a loss, liability or cost:

(A) is compensated for by an increased payment under Clause 14.2 (Tax gross-up); or

(B) would have been compensated for by an increased payment under Clause 14.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 14.2 (Tax gross-up) applied.

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(c) Clause 14.3(a) does not apply to the extent a loss, liability or cost relates to a FATCA Deduction required to be made by a Party.

(d) A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Company.

(e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 14.3, notify the Agent.

14.4 Tax Credit

(a) If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(i) a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and

(ii) that Finance Party has obtained and utilised that Tax Credit,

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

(b) Each Finance Party and each of its affiliates have sole and absolute discretion as to how they organise their respective Tax affairs and none of them are under any obligation to utilise any amount of the Tax Payment as a Tax Credit.

(c) Each Finance Party and each of its affiliates have no obligation to disclose any information whatsoever regarding their Tax affairs to any other Party.

14.5 Lender status confirmation

(a) Each Lender which becomes a Party to this Agreement after the Signature Date shall indicate, in the Transfer Certificate, Assignment Agreement, Increase Confirmation or Substitute Affiliate Lender Designation Notice which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in:

(i) not a Qualifying Lender;

(ii) a Qualifying Lender (other than a Treaty Lender); or


(b) If a New Lender, Increase Lender, Replacement Lender or Substitute Affiliate Lender fails to indicate its status in accordance with this Clause 14.5 then such New Lender, Increase Lender, Replacement Lender or Substitute Affiliate Lender (as the case may be) shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Company). For the avoidance of doubt, a Transfer Certificate, Assignment Agreement, Increase Confirmation or Substitute Affiliate Lender Designation Notice shall not be invalidated by any failure of a Lender to comply with this Clause 14.5.

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14.6 Stamp taxes

The Company shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

14.7 VAT

(a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).

(b) If VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party other than the Recipient (the Relevant Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

(d) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

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14.8 FATCA Information

(a) Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by another Party:

(i) confirm to that other Party whether it is:

(A) a FATCA Exempt Party; or

(B) not a FATCA Exempt Party;

(ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and

(iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime.

(b) If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

(c) Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i) any law or regulation;

(ii) any fiduciary duty; or

(iii) any duty of confidentiality.

(d) If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

(e) If a Borrower is a US Tax Obligor or the Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within ten Business Days of:

(i) where an Original Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the Signature Date;

(ii) where a Borrower is a US Tax Obligor on a Transfer Date and the relevant Lender is a New Lender, the relevant Transfer Date;

(iii) the date a new US Tax Obligor accedes as a Borrower; or

(iv) where a Borrower is not a US Tax Obligor, the date of a request from the Agent,

supply to the Agent:

(i) a withholding certificate on Form W-8, Form W-9 or any other relevant form; or

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(ii) any withholding statement or other document, authorisation or waiver as the Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation.

(f) The Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) above to the relevant Borrower.

(g) If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Agent). The Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the relevant Borrower.

(h) The Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) or (g) above without further verification. The Agent shall not be liable for any action taken by it under or in connection with paragraphs (e), (f) or (g) above.

14.9 FATCA Deduction

(a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Company and the Agent and the Agent shall notify the other Finance Parties.

15. INCREASED COSTS

15.1 Increased costs

(a) Subject to Clause 15.3 (Exceptions) the Company shall, within three Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the Signature Date or (iii) the implementation or application or compliance with Basel III or CRD IV or any other law or regulation which implements Basel III or CRD IV (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

(b) In this Agreement Increased Costs means:

(i) a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

(ii) an additional or increased cost; or

(iii) a reduction of any amount due and payable under any Finance Document,

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which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

15.2 Increased cost claims

(a) A Finance Party intending to make a claim pursuant to Clause 15.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Company.

(b) Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

(c) Each Finance Party providing a certificate in terms of paragraph (b) above, is not required to disclose any information it deems to be confidential or commercially sensitive.

15.3 Exceptions

(a) Clause 15.1 (Increased costs) does not apply to the extent any Increased Cost is:

(i) attributable to a Tax Deduction required by law to be made by an Obligor;

(ii) attributable to a FATCA Deduction required to be made by a Party;

(iii) compensated for by Clause 14.3 (Tax indemnity) (or would have been compensated for under Clause 14.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 14.3 (Tax indemnity) applied); or

(iv) attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation;

(v) attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the Signature Date (but excluding any Increased Costs arising out of Basel III or CRD IV or any other law or regulation which implements Basel III or CRD IV (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates)).

(b) In this Clause 15.3, a reference to:

(i) a Tax Deduction has the same meaning given to that term in Clause 14.1 (Definitions);

(ii) Basel III means:

(A) the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

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(B) the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(C) any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.”

(iii) CRD IV means:

(A) Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms; and

(B) Directive 2013/36/EU of the European Parliament and the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms.

16. OTHER INDEMNITIES

16.1 Currency indemnity

(a) If any sum due from an Obligor under the Finance Documents (a Sum), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the First Currency) in which that Sum is payable into another currency (the Second Currency) for the purpose of:

(i) making or filing a claim or proof against that Obligor;

(ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall as an independent obligation, within three Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b) Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

16.2 Other indemnities

The Company shall (or shall procure that an Obligor will), within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:

(a) the occurrence of any Event of Default;

(b) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 29 (Sharing among the Finance Parties);

(c) funding, or making arrangements to fund, its participation in a Loan requested by a Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or

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(d) a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by a Borrower or the Company.

16.3 Indemnity to the Agent

The Company shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

(a) investigating any event which it reasonably believes is a Default;

(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or

(c) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement.

17. MITIGATION BY THE LENDERS

17.1 Mitigation

(a) Each Finance Party shall, in consultation with the Company, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 14 (Tax Gross Up and Indemnities) or Clause 15 (Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b) Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

17.2 Limitation of liability

(a) The Company shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 17.1 (Mitigation).

(b) A Finance Party is not obliged to take any steps under Clause 17.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

18. COSTS AND EXPENSES

18.1 Transaction expenses

The Company shall promptly on demand pay any Finance Party the amount of all costs and expenses (including legal fees subject to any agreed cap) reasonably incurred by such Finance Party in connection with the negotiation, preparation, printing, execution and syndication of:

(a) this Agreement and any other documents referred to in this Agreement; and

(b) any other Finance Documents executed after the Signature Date.

18.2 Amendment costs

If:

(a) an Obligor requests an amendment, waiver or consent; or

(b) an amendment is required pursuant to Clause 30.10 (Change of currency),

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the Company shall, within three Business Days of demand, reimburse the Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.

18.3 Enforcement costs

The Company shall, within three Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

19. GUARANTEE AND INDEMNITY

19.1 Guarantee and indemnity

Each Guarantor irrevocably and unconditionally jointly and severally:

(a) guarantees to each Finance Party punctual performance by each Borrower of all that Borrower’s obligations under the Finance Documents;

(b) undertakes with each Finance Party that whenever a Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

(c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 if the amount claimed had been recoverable on the basis of a guarantee.

19.2 Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

19.3 Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Clause 19 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

19.4 Waiver of defences

The obligations of each Guarantor under this Clause 19 will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 19 (without limitation and whether or not known to it or any Finance Party) including:

(a) any time, waiver or consent granted to, or composition with, any Obligor or other person;

(b) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

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(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(e) any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

(f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(g) any insolvency or similar proceedings.

19.5 Immediate recourse

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 19. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

19.6 Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

(a) refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

(b) hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor’s liability under this Clause 19.

19.7 Deferral of Guarantors’ rights

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 19:

(a) to be indemnified by an Obligor;

(b) to claim any contribution from any other guarantor of any Obligor’s obligations under the Finance Documents;

(c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

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(d) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 19.1 (Guarantee and indemnity);

(e) to exercise any right of set-off against any Obligor; and/or

(f) to claim or prove as a creditor of any Obligor in competition with any Finance Party.

If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with Clause 30 (Payment Mechanics).

19.8 Release of Guarantors’ right of contribution

If any Guarantor (a Retiring Guarantor) ceases to be a Guarantor in accordance with the terms of the Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor:

(a) that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents; and

(b) each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under any Finance Document or of any other security taken pursuant to, or in connection with, any Finance Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor.

19.9 Additional security


20. REPRESENTATIONS

Each Obligor makes the representations and warranties in respect of itself and, where expressly provided, each Restricted Company or Subsidiary (as the case may be), set out in this Clause 20 to each Finance Party on the Signature Date.

20.1 Status

(a) Each Restricted Company is a limited liability company, duly incorporated and validly existing under the law of its jurisdiction of incorporation.

(b) Each Restricted Company has the power to own its assets and carry on its business as it is being conducted.

20.2 Binding obligations

The obligations expressed to be assumed by each Obligor in each Finance Document are, subject to any general principles of law limiting its obligations which are specifically referred to in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation) or Clause 26 (Changes to the Obligors), legal, valid, binding and enforceable obligations.

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20.3 Non-conflict with other obligations

The entry into and performance by each Obligor of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:

(a) any law or regulation applicable to it;

(b) its constitutional documents; or

(c) any material agreement or instrument binding upon it or any of its assets.

20.4 Power and authority

Each Obligor has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

20.5 Validity and admissibility in evidence

All Authorisations required or desirable:

(a) to enable each Obligor lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and

(b) for the validity or enforceability of any Finance Document to which each Obligor is a party or to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation,

have been obtained or effected and are in full force and effect including, without limitation, any authorisation required from the South African Reserve Bank.

20.6 Governing law and enforcement

(a) The choice of law specified as the governing law of the Finance Documents to which each Obligor is a party will be recognised and enforced in its jurisdiction of incorporation.

(b) Any judgment obtained in relation to a Finance Document in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in its jurisdiction of incorporation subject to Legal Reservations.

20.7 Insolvency

(a) No Restricted Company has taken any corporate action, nor have any legal proceedings or creditors’ process been started or (to the best of its knowledge and belief) threatened against it, for its winding-up, dissolution or business rescue, or for the appointment of a liquidator, business rescue practitioner or similar officer of it or of its assets.

(b) No Restricted Company is “financially distressed” (as defined in the Companies Act), to the extent that Applicable Inter-company Loans are excluded from the calculation of the fair value of such Restricted Company’s liabilities.

20.8 No filing or stamp taxes

Except to the extent set out in any legal opinion provided pursuant to the Finance Documents, under the law of its jurisdiction of incorporation it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents.

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20.9 No deduction of Tax

As at the Signature Date, it is not required to make any deduction for or on account of tax from any payment it may make under any Finance Document, other than the withholding tax on interest income required to be withheld from interest income payable by South African tax residents to non-Qualifying Lenders.

20.10 No default

(a) As at the Signature Date and the first Utilisation Date, no Default is continuing or might reasonably be expected to result from the entry into of, or the performance of any transaction contemplated by, the Finance Documents nor from its making use of any Utilisation.

(b) As at any date falling after the first Utilisation Date, no Event of Default is continuing or might reasonably be expected to result from the entry into of, or the performance of any transaction contemplated by, the Finance Documents nor from it making use of any Utilisation.

(c) No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or to which its assets are subject which could reasonably be expected to have a Material Adverse Effect.

20.11 No misleading information

(a) Any information contained in the Information Package was true and accurate in all material respects as at the date of the relevant report or document containing the information or (as the case may be) as at the date the information is expressed to be given.

(b) Any financial projections contained in the Information Package have been prepared on the basis of recent historical information and is believed in good faith to be based on reasonable assumptions.

(c) The Information Package does not omit as at its date any information which, if disclosed, would reasonably be expected to materially and adversely affect the decision of the Lenders in considering whether or not to provide finance to the Borrowers.

(d) Nothing has occurred since the date of the Information Package which, if disclosed, would reasonably be expected to materially and adversely affect the decision of the Lenders in considering whether or not to provide finance to the Borrowers.

20.12 Financial statements

Its latest audited annual financial statements were prepared in accordance with IFRS and fairly represent the Group’s financial condition and operations during the relevant financial period (on a consolidated basis, where applicable).

20.13 No proceedings pending or threatened

Other than as disclosed in its Financial Statements most recently delivered to the Agent and other than as disclosed to the Finance Parties, no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency have been started or (to the best of its knowledge and belief, after due enquiry) threatened against it which are reasonably be expected to have a Material Adverse Effect.

20.14 No breach of laws

(a) No Restricted Company is, nor is it likely to be as a result of entering into and performing its obligations under the Finance Documents, in violation of any law or in breach of or in default under any agreement to which it is a party or which is binding on it or any of its assets to an extent or in a manner which would be reasonably expected to have a Material Adverse Effect.

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(b) No Restricted Company has breached any law or regulation (including environmental laws) which breach has or would be reasonably expected to have a Material Adverse Effect.

20.15 Environmental laws

(a) Each Restricted Company is in compliance with the undertakings given in Clause 23.3 (Environmental compliance) and Clause 23.5 (Environmental information and undertakings) regarding environmental compliance and claims, save to the extent that such non-compliance would not be reasonably expected to have a Material Adverse Effect and (to the best of its knowledge and belief) no circumstances have occurred which would prevent such compliance in a manner or to an extent which has or would be reasonably expected to have a Material Adverse Effect.

(b) Each Restricted Company has adopted and complies with an environmental policy which requires monitoring of and all applicable environmental laws and permits applicable to it from time to time unless non-compliance with such policy would not be reasonably expected to cause a Material Adverse Effect.

(c) No environmental claim has commenced or (to the best of its knowledge and belief (having made due and careful enquiry)) is threatened against any member of the Group where that claim has or would reasonably be expected if adversely determined to have a Material Adverse Effect.

20.16 Taxation

(a) Each Restricted Company has duly and punctually paid and discharged all taxes imposed upon it or its assets within the time period allowed without incurring penalties, except to the extent that:

(i) payment is being contested in good faith;

(ii) it has maintained adequate reserves for those taxes; and

(iii) payment can be lawfully withheld.

(b) The representation in paragraph (a) above shall not apply where the representation or statement relates to taxes, which do not in aggregate exceed US$15,000,000 (or its equivalent in another currency) in any Financial Year.

20.17 Anti-corruption law and sanctions

(a) It and its Subsidiaries have conducted their businesses in compliance with applicable anti-corruption and anti-money laundering laws and regulations and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws and regulations.

(b) None of the Company or any of its Subsidiaries or any of their respective directors :

(i) is a Person that is, or is owned or controlled by Persons that are, the subject of any Sanctions; or

(ii) is located, organised or resident in a country or territory that is, or whose government is, the subject of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria.

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(c) For the purpose of this Clause 20.17 (Anti-corruption law and sanctions) and Clause 23.6 (Anti-corruption law and sanctions):

Governmental Authority means the government of any jurisdiction, or any political subdivision thereof, whether provincial, state or local, and any department, ministry, agency, instrumentality, authority, body, court, central bank or other entity lawfully exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

Person means an individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership.

OFAC means the Office of Foreign Assets Control of the US Department of the Treasury.

Sanctions means the economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by any of the Sanctions Authorities.

Sanctions Authorities means:

(i) the United States government;

(ii) the United Nations;

(iii) the European Union;

(iv) the United Kingdom; or

(v) the respective Governmental Authorities of any of the foregoing, including without limitation, OFAC, the US Department of State and Her Majesty’s Treasury.

20.18 Security and Financial Indebtedness

(a) No Encumbrance exists over all or any Restricted Company’s assets except for Permitted Encumbrances.

(b) No member of the Group other than an Obligor or a Project Finance Subsidiary has any Financial Indebtedness outstanding other than Permitted Financial Indebtedness.

20.19 Pari passu ranking

Each Obligor’s payment obligations under the Finance Documents to which it is a party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally in the jurisdiction of its incorporation.

20.20 Good title to assets

Each Restricted Company has good title to or valid leases or licences of, all of the assets necessary to carry on its business as presently conducted, the absence of which would reasonably be expected to have a Material Adverse Effect.

20.21 Intellectual property

No Restricted Company is aware of any adverse circumstances relating to any intellectual property required for use in its business which has or would be reasonably expected to have a Material Adverse Effect.

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20.22 Accounting reference date

The accounting reference date of each member of the Group is 31 December.

20.23 No Material Adverse Effect

There has been no material adverse change in the business, operations, properties or financial condition of the Group taken as a whole, in respect of the representations made on the date of the Facility Agreement, since the date of the audited annual financial statements of the Company for the year ended 31 December 2014 and, in respect of each representation made after the Signature Date, since the date of the most recent audited annual financial of the Company.

20.24 Repetition

The Repeating Representations are deemed to be made by the Company and each Obligor in respect of itself, and where expressly stated, in respect of each Restricted Company, by reference to the facts and circumstances then existing on:

(a) the date of each Utilisation Request and the first day of each Interest Period; and

(b) in the case of an Additional Obligor, the day on which the company becomes (or it is proposed that the company becomes) an Additional Obligor.


The undertakings in this Clause 21 remain in force from the Signature Date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.


The Company shall supply to the Agent in sufficient copies for all the Lenders:

(a) as soon as the same become available, but in any event within 120 days after the end of each of its Financial Years:

(i) its audited consolidated financial statements for that Financial Year; and

(ii) the audited financial statements of each Obligor for that Financial Year; and

(b) as soon as the same become available, but in any event within 60 days after the end of each of its Financial Half Years:

(i) its unaudited condensed consolidated financial statements for that Financial Half Year;

(ii) the unaudited management accounts of each Obligor for that Financial Half Year; and

(c) as soon as they become available, but in any event within 60 days of the end of each Financial Quarter:

(i) its unaudited management accounts for that Financial Quarter; and

(ii) the unaudited management accounts of each Obligor for that Financial Quarter.

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21.2 Compliance Certificate

(a) The Company shall supply to the Agent, with each set of Financial Statements delivered pursuant to paragraph (a)(i) or (b)(i) of Clause 21.1 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 22 (Financial Covenants) and specify each Material Company as at the date as at which those Financial Statements were drawn up.

(b) Each Compliance Certificate shall be signed by two directors of the Company.

21.3 Requirements as to financial statements

(a) Each set of Financial Statements delivered by the Company pursuant to Clause 21.1 (Financial statements) shall be certified by a director of the relevant company as fairly representing its financial condition as at the date as at which those Financial Statements were drawn up.

(b) The Company shall procure that each set of Financial Statements delivered pursuant to Clause 21.1 (Financial statements) is prepared using IFRS.

(c) The Company shall procure that each set of Financial Statements of an Obligor delivered pursuant to Clause 21.1 (Financial statements) is prepared using IFRS, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for that Obligor unless, in relation to any set of Financial Statements, it notifies the Agent that there has been a change in IFRS, the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the Obligor) deliver to the Agent:

(i) a description of any change necessary for those Financial Statements to reflect the IFRS, accounting practices and reference periods upon which that Obligor’s Original Financial Statements were prepared; and

(ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 22 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those Financial Statements and that Obligor’s Original Financial Statements,

provided that no such notification shall be required to be provided by the Company to the Agent if the matters referred to in paragraphs (i) and (ii) above are adequately disclosed in those financial statements.

(d) Any reference in this Agreement to those Financial Statements shall be construed as a reference to those Financial Statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

(e) The accounting reference date referred to in Clause 20.22 (Accounting reference date), shall not be changed.

21.4 Information: miscellaneous

The Company shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):

(a) if requested by the Agent, a report issued by the Company’s auditors confirming the arithmetic computations and the proper extraction of figures applied in determining which members of the Group are Material Companies and that the Guarantor Threshold Test has been met;

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(b) all documents dispatched by the Company to its shareholders (or any class of them) or by the Company or any other Obligors to its creditors generally (or any class of them);

(c) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are reasonably likely to be adversely determined and, if so determined, would be reasonably likely to have a Material Adverse Effect; and

(d) promptly such further information regarding the financial condition, business and operations of the Group and/or any member of the Group as any Finance Party (through the Agent) may reasonably request.

21.5 Notification of default

(a) The Company shall promptly notify the Agent of any Default (and the steps, if any, being taken to remedy it) upon becoming aware of its occurrence.

(b) Promptly upon request by the Agent, the Company shall supply to the Agent a certificate signed by two of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing), specifying the Default and the steps, if any, being taken to remedy it.

21.6 Use of websites

(a) The Company may satisfy its obligation under this Agreement to deliver any information in relation to those Lenders (the Website Lenders) who accept this method of communication by posting this information onto an electronic website designated by the Company and the Agent (the Designated Website) if:

(i) the Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

(ii) both the Company and the Agent are aware of the address of and any relevant password specifications for the Designated Website; and

(iii) the information is in a format previously agreed between the Company and the Agent.

(b) If any Lender (a Paper Form Lender) does not agree to the delivery of information electronically then the Agent shall notify the Company accordingly and the Company shall supply the information to the Agent (in sufficient copies for each Paper Form Lender) in paper form. In any event the Company shall supply the Agent with at least one copy in paper form of any information required to be provided by it.

(c) The Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Company and the Agent.

(d) The Company shall promptly upon becoming aware of its occurrence notify the Agent if:

(i) the Designated Website cannot be accessed due to technical failure;

(ii) the password specifications for the Designated Website change;

(iii) any new information which is required to be provided under this Agreement is posted onto the Designated Website;

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(iv) any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

(v) the Company becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

(e) If the Company notifies the Agent under paragraph (d)(i) or paragraph (d)(v) above, all information to be provided by the Company under this Agreement after the date of that notice shall be supplied in paper form unless and until the Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

(f) Any Website Lender may request, through the Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website. The Company shall comply with any such request within ten Business Days.

21.7 “Know your customer” checks

(a) If:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the Signature Date;

(ii) any change in the status of or shareholders of an Obligor after the Signature Date; or

(iii) a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges the Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(b) Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(c) The Company shall, by not less than 10 Business Days’ prior written notice to the Agent, notify the Agent (which shall promptly notify the Lenders) of its intention to request that one of its Subsidiaries becomes an Additional Obligor pursuant to Clause 26 (Changes to the Obligors).

(d) Following the giving of any notice pursuant to paragraph (c) above, if the accession of such Additional Obligor obliges the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or on

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behalf of any prospective new Lender) in order for the Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the accession of such Subsidiary to this Agreement as an Additional Obligor.

22. FINANCIAL COVENANTS

22.1 Financial Definitions

All accounting expressions which are not otherwise defined in this Agreement shall be construed in accordance with the Accounting Principles and, unless the context dictates otherwise, the accounting expressions set forth below shall bear the following meanings:

Consolidated EBITDA means, in respect of any Measurement Period, the consolidated net income of the Group (less the net income of any Project Finance Subsidiaries but including any dividends received in cash by any member of the Group (other than a Project Finance Subsidiary) from a Project Finance Subsidiary), before, without duplication and all as calculated in accordance with IFRS:

(a) any provision on account of normal, deferred and royalty taxation;

(b) any interest, commission, discounts or other fees incurred or payable, received or receivable by any member of the Group in respect of indebtedness;

(c) any other interest received or receivable by any member of the Group on any deposit or bank account;

(d) any non-cash adjustments to the environment rehabilitation and/or reclamation expenses;

(e) any amount attributable to the amortisation of intangible assets and depreciation of tangible assets;

(f) any non-cash gains or losses relating to and resulting from the marked to market valuation of derivative and/or financial instruments;

(g) any losses from (or gains on the reversal of previously recognised) write-downs or impairments of assets and/or investments;

(h) any gains or losses recognised on the attributable share of results of associates after tax, but including any dividends received in cash by any member of the Group from such an associate;

(i) any share-based payments;

(j) any other extraordinary or exceptional items; and

(k) any other material non-cash gain or loss that needs to be accounted for under IFRS.

Consolidated Net Borrowings means at any time, the aggregate amount of all obligations of the members of the Group, other than Project Finance Subsidiaries (but including, for the avoidance of doubt, any obligations of any other member of the Group in respect of the obligations of a Project Finance Subsidiary), for or in respect of Indebtedness for Borrowed Money but excluding any such obligation to any member of the Group (other than a Project Finance Subsidiary), adjusted to take into account the aggregate amount of freely available cash and cash equivalents held by any member of the Group, other than Project Finance Subsidiaries, and so that no amount shall be included or excluded more than once.

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Consolidated Net Finance Charges means, in respect of any Measurement Period, the aggregate amount of the interest (including the interest element of leasing and hire purchase payments and capitalised interest), commission, fees, discounts and other finance payments payable by any member of the Group, other than Project Finance Subsidiaries, (including any commission, fees, discounts and other finance payment payable by any member of the Group under any interest rate hedging arrangement but deducting any commission, fees, discounts and other finance payments receivable by any member of the Group (other than a Project Finance Subsidiary) under any interest rate hedging instrument) but deducting any other interest receivable by any member of the Group, other than Project Finance Subsidiaries, on any deposit or bank account.

Consolidated Tangible Net Worth means, at any time, the “Total Equity” as reported in the “Consolidated Statement of Changes in Equity” less goodwill and intangibles in the latest audited annual financial statements of the Original Borrower delivered to the Agent pursuant to Clause 21.1(Financial statements).

EBITDA means, in respect of any member of the Group, in respect of any Measurement Period, the net income of that member of the Group before, without duplication and all as calculated in accordance with the Accounting Principles:

(a) any provision on account of normal, deferred and royalty taxation;

(b) any interest, commission, discounts or other fees incurred or payable, received or receivable by that member of the Group in respect of indebtedness;

(c) any other interest received or receivable by that member of the Group on any deposit or bank account;

(d) any non-cash adjustments to the environment rehabilitation and/or reclamation expenses;

(e) any amount attributable to the amortisation of intangible assets and depreciation of tangible assets;

(f) any non-cash gains or losses relating to and resulting from the marked to market valuation of derivative and/or financial instruments;

(g) any losses from (or gains on the reversal of previously recognised) write-downs or impairments of assets and/or investments;

(h) any gains or losses recognised on the attributable share of results of associates after tax, but including any dividends received in cash by any member of the Group from such an associate;

(i) any share-based payments;

(j) any other extraordinary or exceptional items; and

(k) any other material non-cash gain or loss that needs to be accounted for under IFRS.

Financial Half Year means the period commencing on the day after the end of a Financial Year and ending on the next Half Year Date.

Financial Quarter means the period of 3 (three) months ending on each of 31 March, 30 June, 30 September and 31 December of each calendar year.

Financial Year means the annual accounting period of the Obligors ending on 31 December in each year.

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Half Year Date means 30 June of each calendar year.

Measurement Date means the last day of each of the Company’s Financial Years, the last day of each of the Company’s Financial Half Years and the last day of each Financial Quarter.

Measurement Period means each period of 12 months ending on each Measurement Date.

22.2 General Financial Conditions

The Obligors shall ensure that for so long as any amount is outstanding under the Finance Documents or any Commitment is in force:

(a) the ratio of Consolidated EBITDA to Consolidated Net Finance Charges in respect of any Measurement Period shall be equal to or exceed 5:1.

(b) the ratio of Consolidated Net Borrowings to Consolidated EBITDA in respect of any Measurement Period shall not exceed 2.5:1.

22.3 General

The financial covenants contained in Clause 22.2 (General Financial Conditions) and Clause 23.20 (Guarantors) shall be calculated and tested by reference to each set of the Financial Statements delivered pursuant to paragraphs (a) and (b) of Clause 21.1 (Financial statements).


The undertakings in this Clause 23 are given by each Obligor in respect of itself and, where expressly provided, each Restricted Company or members of the Group or Subsidiary (as the case may be), and remain in force from the Signature Date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

23.1 Authorisations

Each Obligor shall promptly:

(a) obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b) upon written request by the Agent, supply certified copies to the Agent of, any Authorisation required or desirable under any applicable law to enable it to perform its obligations under the Finance Documents to which it is a party and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document.

23.2 Compliance with laws

Each Obligor shall comply in all respects with all laws and regulations to which it may be subject (including, but not limited to, environmental law), if failure so to comply would materially impair the ability of the Obligors together to perform their obligations under the Finance Documents.

23.3 Environmental compliance

Each Restricted Company shall comply with all environmental laws and obtain and maintain any environmental permits, take all reasonable steps in anticipation of known or expected future changes to or obligations under the environmental law or environmental permits, and implement procedures to monitor compliance with and to prevent liability under any environmental laws, to the extent required by applicable law if, in each case, failure to do so has or would be reasonably expected to have a Material Adverse Effect.

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23.4 Environmental claims

Each Restricted Company shall, promptly upon becoming aware of the same, inform the Agent in writing of:

(a) any environmental claim (not of a frivolous or vexatious nature and other than the potential claims already disclosed to the Lenders) against it or any other member of the Group which is current, pending or (to the best of its knowledge and belief, after having made due enquiry) threatened; and

(b) any facts or circumstances which are reasonably likely to result in any environmental claim (not of a frivolous or vexatious nature and other than the potential claims already disclosed to the Lenders) being commenced or threatened against it, where the claim, is reasonably likely to be adversely determined and, if so determined, has or would reasonably be expected to have a Material Adverse Effect.

23.5 Environmental information and undertakings

(a) The Company shall, promptly upon becoming aware of the same, inform the Agent in writing of any change to the environmental condition of:

(i) any mine that it owns, operates or holds a beneficial interest in (or may in the future own, operate or hold a beneficial interest in) from time to time; and

(ii) its contiguous properties, which has or would reasonably be expected to have a Material Adverse Effect.

(b) The Company shall not change the use of the properties on which any mine that it owns, operates or holds a beneficial interest in (or may in the future own, operate or hold a beneficial interest in) such that the change would increase the risk of release of hazardous substances or cause environmental contamination that exceeds regulatory limitations to an extent which has or would be reasonably expected to have a Material Adverse Effect.

23.6 Anti-corruption law and sanctions

(a) It and its Subsidiaries will conduct their businesses in compliance with applicable anti-corruption and anti-money laundering laws and regulations and have instituted and will maintain and enforce policies and procedures designed to promote and achieve compliance with such laws and regulations.

(b) No Restricted Company will directly or indirectly, use all or any of the proceeds of the Facility or lend, contribute, or otherwise make available such proceeds in violation of the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-money laundering laws or regulations.

(c) None of the Company or any of its Subsidiaries or any of their directors:


(ii) is located, organised or resident in a country or territory that is, or whose government is, the subject of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria.

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(d) No Restricted Company will directly or indirectly use the proceeds of the Facility, or lend, contribute or otherwise make available all or any part of the proceeds of the Facility, to or for the benefit of, any Person:

(i) for the purpose of financing any activities or business of or other transactions with or investments in:

(A) any Person that is, or is owned or controlled by Persons that are, the subject of Sanctions; or

(B) any Person that is located, organised or resident in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria); or

(ii) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in the Loans, whether as underwriter, advisor, investor or otherwise).

(e) No Restricted Company will fund all or part of any payment in connection with a Finance Document out of proceeds derived from any action which is in breach of any Sanctions.

23.7 Taxation

Each Restricted Company will duly and punctually pay and discharge all taxes imposed upon it or its assets within the time period allowed without incurring penalties save where:

(a) payment is being contested in good faith;

(b) adequate reserves are being maintained for those taxes; and

(c) payment can be lawfully withheld.

23.8 JSE Listing

(a) The entire issued share capital of the Company shall remain listed on the JSE.

(b) The Company shall comply in all material respects with the JSE Listing Requirements applicable to it.

23.9 Restrictions on disposals

No Restricted Company shall enter into a single transaction or series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset except for a Permitted Disposal.

23.10 Restrictions on merger

No Obligor shall enter into any amalgamation, demerger, merger or corporate reconstruction (as defined in the Companies Act) except for:

(a) any solvent amalgamation, demerger, merger or corporate reconstruction of, or between, members of the Group and where such transaction involves an Obligor merging with another entity provided that:

(i) the Finance Documents are preserved as binding upon the surviving entity as a Borrower and/or Guarantor as applicable in place of the merged Obligor;

(ii) the surviving entity is a member of the Group;

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(iii) the surviving entity is incorporated in the same jurisdiction as the merged Obligor; and

(iv) such transaction will not have a Material Adverse Effect; or

(b) any amalgamation, demerger, merger or corporate reconstruction concluded with the prior written consent of the Majority Lenders.

23.11 No change of business

Each Obligor shall ensure that no substantial change is made to the general nature of the business of the Group being that of a mining business.

23.12 Restriction on acquisitions

No member of the Group shall acquire any company or shares or securities or a business, assets or undertaking, other than:

(a) pursuant to a Permitted Acquisition; or

(b) with the prior written consent of the Majority Lenders.


Each Obligor will ensure that at all times the claims of the Finance Parties against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors save those whose claims are preferred by any bankruptcy, insolvency, liquidation or other similar laws of general application in its jurisdiction of incorporation.

23.14 Negative pledge

No Restricted Company shall create or permit to subsist any Encumbrance or Quasi-Encumbrance over any of its assets other than for a Permitted Encumbrance.

23.15 Arm’s length basis dealings

(a) Except as permitted by paragraph (b) below, no Restricted Company shall enter into any transaction with any person except on arm’s length terms and for full market value.

(b) The following transactions shall not be a breach of paragraph (a) above:

(i) intra-Group loans which constitute Permitted Financial Indebtedness;

(ii) any transactions required to be entered into by the Company to ensure a certain black economic empowerment rating necessary for its business where:

(A) it is not possible to enter into such transaction on an arm’s length basis; and

(B) failure to enter in such transaction would result in a Material Adverse Effect; and

(iii) fees, costs and expenses payable under the Finance Documents in the amounts set out in the Finance Documents delivered to the Agent or agreed by the Agent.

23.16 Restriction on financial Indebtedness

No member of the Group (other than an Obligor or a Project Finance Subsidiary) shall incur, create or permit to subsist or have outstanding any Financial Indebtedness other than Permitted Financial Indebtedness.

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23.17 Insurance

Each Restricted Company will maintain insurances on and in relation to its business, properties and assets with reputable underwriters or insurance companies against those risks and to the extent as is usual for companies carrying on the same or substantially similar business.

23.18 Access

If a Default is continuing or the Agent reasonably suspects a Default is continuing, each Restricted Company shall, and the Company shall ensure that each member of the Group will, permit the Agent and/or accountants or other professional advisers and contractors of the Agent free access at all reasonable times and on reasonable notice at the risk and cost of the Restricted Company or the Company to:

(a) the premises, assets, books, accounts and records of each member of the Group; and

(b) meet and discuss matters with senior management.


Each Restricted Company shall maintain its intellectual property where a failure to do so has or would reasonably be expected to have a Material Adverse Effect.

23.20 Guarantors

(a) Subject to Clause 23.20(c), the Company shall ensure that at all times:

(i) the aggregate EBITDA (as defined in Clause 22.1 (Financial Definitions)) of the Guarantors; and

(ii) the aggregate gross assets of the Guarantors;

(in each case calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any member of the Group) represents not less than 85% of the Consolidated EBITDA (as defined in Clause 22.1 (Financial Definitions)) and 80% of the consolidated gross assets (excluding goodwill) of the Group respectively (the Guarantor Threshold Test).

(b) For purposes of the Guarantor Threshold Test, the term “Group” shall exclude Project Finance Subsidiaries.

(c) If, at any time, the Guarantor Threshold Test has not been met and at such time all EBITDA contributing wholly-owned Subsidiaries of the Company are or have become Guarantors, then the Company shall use all reasonable endeavours to procure that such number of non-wholly-owned Subsidiaries as is required to meet the Guarantor Threshold Test, within 30 days from date on which the Compliance Certificate showing that the Guarantor Threshold Test has not been met is delivered, bind themselves as Additional Guarantors in accordance with the procedure set out in Clause 26.4 below. If having used such reasonable endeavours, the Company is unable to procure that such non wholly-owned Subsidiaries become Guarantors at the end of the 30 day period, failure to satisfy the Guarantor Threshold Test shall not constitute an Event of Default.


Each of the events or circumstances set out in Clause 24 is an Event of Default (save for Clause 24.18(Acceleration)).

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24.1 Non-payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless:

(a) its failure to pay is caused by:

(i) administrative or technical error; or

(ii) a Disruption Event; and

(b) payment is made within 5 Business Days of its due date.

24.2 Financial covenants

Any requirement of Clause 22 (Financial Covenants) is not satisfied or there is a breach of the undertakings given in Clause 21 (Information Undertakings).

24.3 Other obligations

(a) An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 24.1 (Non-payment) and in Clause 24.2 (Financial covenants)).

(b) No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within 10 Business Days of the earlier of

(i) the Agent giving notice to the Company; and

(ii) the Obligor becoming aware of the failure to comply.

24.4 Misrepresentation

Any representation or statement made or deemed to be made by an Obligor in relation to the Finance Documents or any other document or statement delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made, provided that:

(a) if it is capable of remedy, no Event of Default will occur if the same is remedied within 10 Business Days from the earlier of:

(i) the Agent giving notice to the Company; and

(ii) any Obligor becoming aware of such incorrect or misleading representation or statement; or

(b) if the representation or statement relates to taxes and the amount of such taxes is equal to or less than an amount of US$15,000,000 (or its equivalent in another currency), no Event of Default shall occur.

24.5 Cross default

(a) Any Financial Indebtedness of an Obligor (other than a Project Finance Subsidiary) is not paid when due nor within any originally applicable grace period.

(b) Any Financial Indebtedness of an Obligor (other than a Project Finance Subsidiary) is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c) Any commitment for any Financial Indebtedness of an Obligor is cancelled or suspended by a creditor of such Obligor as a result of an event of default (however described).

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(d) Any creditor of an Obligor becomes entitled to declare any Financial Indebtedness of that Obligor and payable prior to its specified maturity as a result of an event of default (however described).

(e) No Event of Default will occur under this Clause 24.5 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than US$15,000,000 (or its equivalent in another currency).

24.6 Insolvency

(a) An Obligor:

(i) is unable or admits inability to pay its debts as they fall due;

(ii) suspends making payments on any of its debts; or

(iii) by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

(b) The board of directors of an Obligor adopts a resolution declaring the relevant Obligor to be Financially Distressed (as defined in the Companies Act) or the board of that Obligor has not timeously delivered the written notice required in terms of section 129(7) of the Companies Act.

(c) A moratorium is declared in respect of any indebtedness of any Obligor.

24.7 Insolvency proceedings

(a) Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i) the suspension of payments, the commencement of business rescue proceedings (whether by any Obligor or by any other person under section 129 of the Companies Act or pursuant to an application by an “affected person” under section 131 of the Companies Act or by the court during any other proceedings in respect of any member of the Group), a moratorium of any Financial Indebtedness, liquidation, winding-up, dissolution, administration, judicial management or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor;

(ii) a composition, compromise, assignment or arrangement with any creditor of any Obligor;

(iii) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager, judicial manager, business rescue practitioner or other similar officer in respect of any Obligor; or

(iv) enforcement of any Encumbrance over any assets of any Obligor,

or any analogous procedure or step is taken in any jurisdiction and any such procedure or proceedings are not contested in good faith nor discharged within 30 days (or such shorter period provided for contesting such procedure or proceedings under the laws of the relevant jurisdiction).

(b) A resolution is passed by the board of directors of an Obligor, application is made or an order is applied for or granted, to authorise the entry into or implementation of any business rescue proceedings (or any similar proceedings) in respect of any Obligor or any analogous procedure or step is taken in any jurisdiction.

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24.8 Creditors’ process

Any attachment, sequestration, distress or execution that affects a material part of the assets or revenues of an Obligor occurs and is not discharged within 21 days.

24.9 Unlawfulness and invalidity

(a) It is or becomes unlawful for an Obligor to perform any of its obligations under the Finance Documents.

(b) Any Finance Document ceases to be in full force and effect.

(c) Any obligation or obligations of any Obligor under any Finance Documents are not or cease to be legal, valid, binding or enforceable obligations subject to Legal Reservations.

24.10 Failure to comply with final judgment

(a) Any Restricted Company fails within 5 Business Days of the due date to comply with or pay any sum due from it under any material final judgment or any final order (being a judgment or order which is not subject to any rescission or appeal and/or capable of being subject to any such rescission or appeal) made or given by any court of competent jurisdiction.

(b) For purposes of this Clause 24.10 (Failure to comply with final judgment) a “material final judgement” shall be any judgement for the payment of an amount of money in excess of US$15,000,000 (or its equivalent in another currency).

24.11 Cessation of business

Any Restricted Company suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a part of its business constituting a material part of the Group’s business as whole, provided that, in the case of a Restricted Company (other than an Obligor) such suspension or termination shall only be an Event of Default if such suspension or termination would reasonably be expected to have a Material Adverse Effect.

24.12 Audit Qualification

The Company’s auditors qualify the audited annual consolidated financial statements of the Company in any material respect.

24.13 Expropriation

(a) The management of any Restricted Company is wholly or partially replaced by any governmental authority; or

(b) All or a majority of the shares of any Restricted Company or a material part of the assets or revenues of any Restricted Company is seized, nationalised, expropriated or compulsorily acquired by any governmental authority, provided that the seizure, nationalisation, expropriation or compulsory acquisition of all or a majority of the shares of any Restricted Company (other than an Obligor) or a material part of the assets or revenues of any Restricted Company (other than an Obligor) shall only constitute an Event of Default if such seizure, nationalisation, expropriation or compulsory acquisition could be reasonably expected to have a Material Adverse Effect.

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24.14 Repudiation and rescission of agreements

An Obligor rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document or evidences an intention to rescind or repudiate a Finance Document.

24.15 Litigation

(a) Any litigation, arbitration, administrative or regulatory proceedings or disputes are commenced or threatened in relation to the Finance Documents or the transactions contemplated in the Finance Documents or against any Restricted Company or its assets which is reasonably likely to be adversely determined and, if so determined, could be expected to have a Material Adverse Effect.

(b) This will not apply in respect of any litigation, arbitration, administrative or regulatory proceedings that are disclosed in the Financial Statements of the Company delivered to the Agent as a condition precedent before the Signature Date.

24.16 Material adverse change

Any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect.

24.17 Loss of Mining Rights

Any loss of a mining right for any reason whatsoever that affects any material part of the assets or revenues of the Group as a whole is not reinstated within 30 days of such loss.

24.18 Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Company:

(a) cancel the Total Commitments whereupon they shall immediately be cancelled;

(b) declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or

(c) declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders.

25. CHANGES TO THE LENDERS

25.1 Assignments and transfers by the Lenders

(a) Subject to this Clause 25 (Changes to the Lenders), a Lender (the Existing Lender) may:

(i) assign any of its rights; and/or

(ii) transfer by novation any of its rights and obligations,

under the Finance Documents to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the New Lender).

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(b) No member of the Group is permitted to take:

(i) an assignment any of any Lender’s rights; or

(ii) a transfer by novation of any Lender’s rights and obligations,

under the Finance Documents.

25.2 Conditions of assignment or transfer

(a) An assignment will only be effective on:

(i) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and

(ii) performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.

(b) A transfer will only be effective if the procedure set out in Clause 25.5 (Procedure for transfer) is complied with.

(c) If:

(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents, or changes its Facility Office, or appoints a Substitute Facility Office or a Substitute Affiliate Lender in terms of Clause 25.10 (Lender Affiliates and Facility Office) ; and

(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender, Lender or Substitute Affiliate Lender (as the case may be) acting through its new Facility Office or Substitute Facility Office (as the case may be) under Clause 14 (Tax Gross Up and Indemnities) or Clause 15 (Increased Costs),

then the New Lender, Lender or Substitute Affiliate Lender (as the case may be) acting through its new Facility Office or Substitute Affiliate Office (as the case may be) is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

(d) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

25.3 Assignment or transfer fee

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of US$3,500.

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25.4 Limitation of responsibility of Existing Lenders

(a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

(ii) the financial condition of any Obligor;

(iii) the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or

(iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,


(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and

(ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(c) Nothing in any Finance Document obliges an Existing Lender to:

(i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 25 (Changes to the Lenders); or

(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.

25.5 Procedure for transfer

(a) Subject to the conditions set out in Clause 25.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

(b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

(c) Subject to Clause 25.9 (Pro rata interest settlement), on the Transfer Date:

(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the

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Finance Documents shall be cancelled (being the Discharged Rights and Obligations);

(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;

(iii) the Agent, the Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

(iv) the New Lender shall become a Party as a “Lender”.

25.6 Procedure for assignment

(a) Subject to the conditions set out in Clause 25.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.


(i) the Existing Lender will assign absolutely to the New Lender the rights under the Finance Documents expressed to be the subject of the assignment in the Assignment Agreement;

(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the Relevant Obligations) and expressed to be the subject of the release in the Assignment Agreement; and

(iii) the New Lender shall become a Party as a “Lender” and will be bound by obligations equivalent to the Relevant Obligations.

(d) Lenders may utilise procedures other than those set out in this Clause 25.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Obligor or unless in accordance with Clause 25.5 (Procedure for transfer), to obtain a release by that Obligor from the obligations owed to that Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 25.2 (Conditions of assignment or transfer).

25.7 Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to Company

The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, an Assignment Agreement or an Increase Confirmation, send to the Company a copy of that Transfer Certificate, Assignment Agreement or Increase Confirmation.

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25.8 Security over Lenders’ rights

In addition to the other rights provided to Lenders under this Clause 25.8, each Lender may without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:

(a) any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and

(b) in the case of any Lender which is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,

except that no such charge, assignment or Security shall:

(i) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or

(ii) require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.

25.9 Pro rata interest settlement

(a) If the Agent has notified the Lenders that it is able to distribute interest payments on a “pro rata basis” to Existing Lenders and New Lenders then (in respect of any transfer pursuant to Clause 25.5 (Procedure for transfer) or any assignment pursuant to Clause 25.6 (Procedure for assignment) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):

(i) any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date (Accrued Amounts) and shall become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six Months, on the next of the dates which falls at six Monthly intervals after the first day of that Interest Period); and

(ii) the rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, for the avoidance of doubt:

(A) when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and

(B) the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 25.9, have been payable to it on that date, but after deduction of the Accrued Amounts.

In this Clause 25.9 references to “Interest Period” shall be construed to include a reference to any other period for accrual of fees.

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25.10 Lender Affiliates and Facility Office

(a) In respect of a Loan or Loans to a particular Borrower (Designated Loans) a Lender (a Designating Lender) may at any time and from time to time designate (by written notice to the Agent):

(i) a substitute Facility Office from which it will make Designated Loans (a Substitute Facility Office); or

(ii) nominate an Affiliate to act as the Lender of Designated Loans (a Substitute Affiliate Lender).

(b) A notice to nominate a Substitute Affiliate Lender must be in the form set out in Schedule 5 (Form of Substitute Affiliate Lender Designation Notice) and be countersigned by the relevant Substitute Affiliate Lender confirming it will be bound as a Lender under this Agreement in respect of the Designated Loans in respect of which it acts as Lender.

(c) The Designating Lender will act as the representative of any Substitute Affiliate Lender it nominates for all administrative purposes under this Agreement. The Obligors, the Agent, and the other Finance Parties will be entitled to deal only with the Designating Lender, except that payments will be made in respect of Designated Loans to the Facility Office of the Substitute Affiliate Lender. In particular the Commitments of the Designating Lender will not be treated as reduced by the introduction of the Substitute Affiliate Lender for voting purposes under this Agreement or the other Finance Documents.

(d) Save as mentioned in paragraph (c) above, a Substitute Affiliate Lender will be treated as a Lender for all purposes under the Finance Documents and having a Commitment equal to the principal amount of all Designated Loans in which it is participating if and for so long as it continues to be a Substitute Affiliate Lender under this Agreement.

(e) A Designating Lender may revoke its designation of an Affiliate as a Substitute Affiliate Lender by notice in writing to the Agent provided that such notice may only take effect when there are no Designated Loans outstanding to the Substitute Affiliate Lender. Upon such Substitute Affiliate Lender ceasing to be a Substitute Affiliate Lender the Designating Lender will automatically assume (and be deemed to assume without further action by any Party) all rights and obligations previously vested in the Substitute Affiliate Lender.

(f) If a Designating Lender designates a Substitute Facility Office or Substitute Affiliate Lender in accordance with this clause:

(i) any Substitute Affiliate Lender shall be treated for the purposes of Clause 14.5 (Lender status confirmation) as having become a Lender on the date of its designation as such in terms of this Clause 25.10 (Lender Affiliates and Facility Office); and

(ii) the provisions of paragraph (a) and (b) of Clause 25.2 (Conditions of assignment or transfer) shall not apply to or in respect of the transfer of rights and obligations of the Designating Lender to the or Substitute Affiliate Lender.

(g) Each Substitute Affiliate Lender, by countersigning the relevant Substitute Affiliate Lender Designation Notice, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Designating Lender in accordance with this Agreement on or prior to the date on which the designation becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Designating Lender would have been had it remained a Lender in respect of the Designated Loans.

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(h) The Agent shall, as soon as reasonably practicable after it has received a Substitute Affiliate Lender Designation Notice, send the Company a copy of that Substitute Affiliate Lender Designation Notice.

26. CHANGES TO THE OBLIGORS

26.1 Assignments and transfer by Obligors

No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

26.2 Additional Borrowers

(a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 21.7 (“Know your customer” checks), the Company may request that any of its Subsidiaries becomes an Additional Borrower. That Subsidiary shall become an Additional Borrower if:

(i) the Company has nominated the Subsidiary to become an Additional Borrower;

(ii) the Subsidiary is incorporated:

(A) in the same jurisdiction as an existing Borrower; or

(B) in a jurisdiction approved by to all Lenders;

(iii) the Company delivers to the Agent a duly completed and executed Accession Letter;

(iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary becoming an Additional Borrower;

(v) the Agent has received all of the documents and other evidence listed in Part 2 of Schedule 2 (Conditions Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent; and

(vi) the Additional Borrower also becomes an Additional Guarantor in accordance with the procedure set out in Clause 26.4 (Additional Guarantors).

(b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 of Schedule 2 (Conditions Precedent).

(c) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (b) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

26.3 Resignation of a Borrower

(a) The Company may request that a Borrower (other than the Company) ceases to be a Borrower by delivering to the Agent a Resignation Letter.

(b) The Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance if:

(i) no Default or Event of Default is continuing or would result from the acceptance of the Resignation Letter (and the Company has confirmed this is the case); and

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(ii) the Borrower is under no actual or contingent obligations as a Borrower under any Finance Documents,

whereupon that company shall cease to be a Borrower and shall have no further rights or obligations under the Finance Documents.

26.4 Additional Guarantors

(a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 21.7 (“Know your customer” checks), the Company may request that any of its Subsidiaries become an Additional Guarantor. That Subsidiary shall become an Additional Guarantor if:

(i) the Company delivers to the Agent a duly completed and executed Accession Letter; and

(ii) the Agent has received all of the documents and other evidence listed in Part 2 of Schedule 2 (Conditions Precedent) in relation to that Additional Guarantor, each in form and substance satisfactory to the Agent.


(c) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (b) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

26.5 Repetition of Representations

Delivery of an Accession Letter constitutes confirmation by the relevant Subsidiary that the Repeating Representations are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

26.6 Resignation of a Guarantor

(a) The Company may request that a Guarantor (other than the Company) ceases to be a Guarantor by delivering to the Agent a Resignation Letter.

(b) The Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance if no Default is continuing or would result from the acceptance of the Resignation Letter (and the Company has confirmed this is the case).

27. ROLE OF THE AGENT AND THE ARRANGERS

27.1 Appointment of the Agent

(a) Each of the Arrangers and the Lenders appoints the Agent to act as its agent under and in connection with the Finance Documents.

(b) Each of the Arrangers and the Lenders authorises the Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

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27.2 Instructions

(a) The Agent shall:

(i) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by:

(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and

(B) in all other cases, the Majority Lenders; and

(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above.

(b) The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion. The Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

(d) The Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions.

(e) In the absence of instructions, the Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders.

(f) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document.

27.3 Duties of the Agent

(a) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

(b) Subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.

(c) Without prejudice to Clause 25.7 (Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to Company) or Clause 25.10 (Lender Affiliates and Facility Office), paragraph (b) above shall not apply to any Transfer Certificate, any Assignment Agreement, any Increase Confirmation or any Substitute Affiliate Lender Designation Notice.

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(d) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(e) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

(f) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent or the Arrangers) under this Agreement, it shall promptly notify the other Finance Parties.

(g) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

27.4 Role of the Arrangers

Except as specifically provided in the Finance Documents, the Arrangers have no obligations of any kind to any other Party under or in connection with any Finance Document.

27.5 No fiduciary duties

(a) Nothing in any Finance Document constitutes the Agent or the Arrangers as a trustee or fiduciary of any other person.

(b) Neither the Agent nor the Arrangers shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

27.6 Business with the Group

The Agent and the Arrangers may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.

27.7 Rights and discretions

(a) The Agent may:

(i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

(ii) assume that:

(A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and

(B) unless it has received notice of revocation, that those instructions have not been revoked; and

(iii) rely on a certificate from any person;

(A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

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(B) to the effect that such person approves of any particular dealing, transaction, step, action or thing, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 24.1 (Non-payment));

(ii) any right, power, authority or discretion vested in any Party or any group of Lenders has not been exercised; and

(iii) any notice or request made by the Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.

(c) The Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

(d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be necessary.

(e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

(f) The Agent may act in relation to the Finance Documents through its officers, employees and agents.

(g) Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

(h) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor any of the Arrangers is obliged to do or omit to do anything if it would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

(i) Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

27.8 Responsibility for documentation

Neither the Agent nor any of the Arrangers is responsible or liable for:

(a) the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Agent, any of the Arrangers, an Obligor or any other person in or in connection with any Finance Document or the Information Package or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; or

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(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; or

(c) any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

27.9 No duty to monitor

The Agent shall not be bound to enquire:

(a) whether or not any Default has occurred;

(b) as to the performance, default or any breach by any Party of its obligations under any Finance Document; or

(c) whether any other event specified in any Finance Document has occurred.

27.10 Exclusion of liability

(a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Agent), the Agent will not be liable for:

(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct;

(ii) exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document, other than by reason of its gross negligence or wilful misconduct; or

(iii) without prejudice to the generality of paragraphs (i) and (ii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of:

(A) any act, event or circumstance not reasonably within its control; or

(B) the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

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(b) No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Agent may rely on this Clause subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.

(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.

(d) Nothing in this Agreement shall oblige the Agent or any of the Arrangers to carry out:

(i) any “know your customer” or other checks in relation to any person; or

(ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Lender,

on behalf of any Lender and each Lender confirms to the Agent and the Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or the Arrangers.

(e) Without prejudice to any provision of any Finance Document excluding or limiting the Agent’s liability, any liability of the Agent arising under or in connection with any Finance Document shall be limited to the amount of actual loss which has been suffered (as determined by reference to the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at any time which increase the amount of that loss. In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages.

27.11 Lenders’ indemnity to the Agent

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within three Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 30.11 (Disruption to payment systems, etc), notwithstanding the Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document).

27.12 Resignation of the Agent

(a) The Agent may resign and appoint one of its Affiliates as successor by giving notice to the Lenders and the Company.

(b) Alternatively the Agent may resign by giving 30 days’ notice to the Lenders and the Company, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Agent.

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(c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Agent (after consultation with the Company) may appoint a successor Agent.

(d) If the Agent wishes to resign because it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 27 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties.

(e) The retiring Agent shall make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Company shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.

(f) The Agent’s resignation notice shall only take effect upon the appointment of a successor.

(g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 16.3 (Indemnity to the Agent) and this Clause 27 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three Months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:

(i) the Agent fails to respond to a request under Clause 14.8 (FATCA Information) and the Company or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii) the information supplied by the Agent pursuant to Clause 14.8 (FATCA Information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

(iii) the Agent notifies the Company and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

and (in each case) the Company or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Company or that Lender, by notice to the Agent, requires it to resign.

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27.13 Replacement of the Agent

(a) After consultation with the Company, the Majority Lenders may, by giving 30 days’ notice to the Agent (or, at any time the Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders) replace the Agent by appointing a successor Agent.

(b) The retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

(c) The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) above) but shall remain entitled to the benefit of Clause 16.3 (Indemnity to the Agent) and this Clause 27 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).

(d) Any successor Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

27.14 Confidentiality

(a) In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

(b) If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.

(c) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor any of the Arrangers is obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.

27.15 Relationship with the Lenders

(a) Subject to Clause 25.9 (Pro rata interest settlement), the Agent may treat the person shown in its records as Lender at the opening of business (in the place of the Agent’s principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:

(i) entitled to or liable for any payment due under any Finance Document on that day; and

(ii) entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

unless it has received not less than five Business Days’ prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

(b) Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address, fax number and (where

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communication by electronic mail or other electronic means is permitted under Clause 32.6 (Electronic communication) electronic mail address and/or any other information required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address (or such other information), department and officer by that Lender for the purposes of Clause 32.2 (Addresses) and paragraph (a)(ii) of Clause 32.6 (Electronic communication) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.

27.16 Credit appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Agent and the Arrangers that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

(a) the financial condition, status and nature of each member of the Group;

(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

(c) whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(d) the adequacy, accuracy or completeness of the Information Package and any other information provided by the Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document.

27.17 Agent’s management time

Any amount payable to the Agent under Clause 16.3 (Indemnity to the Agent), Clause 18 (Costs and Expenses) and Clause 27.11 (Lenders’ indemnity to the Agent) shall include the cost of utilising the Agent’s management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Agent may notify to the Company and the Lenders, and is in addition to any fee paid or payable to the Agent under Clause 13 (Fees).

27.18 Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

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No provision of this Agreement will:

(a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

29. SHARING AMONG THE FINANCE PARTIES

29.1 Payments to Finance Parties

If a Finance Party (a Recovering Finance Party) receives or recovers any amount from an Obligor other than in accordance with Clause 30 (Payment Mechanics) (a Recovered Amount) and applies that amount to a payment due under the Finance Documents then:

(a) the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery to the Agent;

(b) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 30 (Payment Mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

(c) the Recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the Sharing Payment) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 30.6 (Partial payments).

29.2 Redistribution of payments

The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) (the Sharing Finance Parties) in accordance with Clause 30.6 (Partial payments) towards the obligations of that Obligor to the Sharing Finance Parties.

29.3 Recovering Finance Party’s rights

On a distribution by the Agent under Clause 29.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from an Obligor, as between the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor.

29.4 Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a) each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the

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Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the Redistributed Amount); and

(b) as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Obligor.

29.5 Exceptions

(a) This Clause 29 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Obligor.

(b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i) it notified that other Finance Party of the legal or arbitration proceedings; and

(ii) that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

30. PAYMENT MECHANICS

30.1 Payments to the Agent

(a) On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b) Payment shall be made to such account in the principal financial centre of the country of that currency and with such bank as the Agent, in each case, specifies.

30.2 Distributions by the Agent

Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 30.3 (Distributions to an Obligor) and Clause 30.4 (Clawback and pre-funding) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days’ notice with a bank specified by that Party in the principal financial centre of the country of that currency.

30.3 Distributions to an Obligor

The Agent may (with the consent of the Obligor or in accordance with Clause 31 (Set-off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

30.4 Clawback and pre-funding

(a) Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related

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exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b) Unless paragraph (c) below applies, if the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

(c) If the Agent is willing to make available amounts for the account of a Borrower before receiving funds from the Lenders then if and to the extent that the Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to a Borrower:

(i) the Agent shall notify the Company of that Lender’s identity and the Borrower to whom that sum was made available shall on demand refund it to the Agent; and

(ii) the Lender by whom those funds should have been made available or, if that Lender fails to do so, the Borrower to whom that sum was made available, shall on demand pay to the Agent the amount (as certified by the Agent) which will indemnify the Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.

30.5 Impaired Agent

(a) If, at any time, the Agent becomes an Impaired Agent, an Obligor or a Lender which is required to make a payment under the Finance Documents to the Agent in accordance with Clause 30.1 (Payments to the Agent) may instead either:

(i) pay that amount direct to the required recipient(s); or

(ii) if in its absolute discretion it considers that it is not reasonably practicable to pay that amount direct to the required recipient(s), pay that amount or the relevant part of that amount to an interest-bearing account held with an Acceptable Bank within the meaning of the definition of “Acceptable Bank” and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender making the payment (the “Paying Party”) and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents (the “Recipient Party” or “Recipient Parties”).

In each case such payments must be made on the due date for payment under the Finance Documents.

(b) All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the Recipient Party or the Recipient Parties pro rata to their respective entitlements.

(c) A Party which has made a payment in accordance with this Clause 30.5 shall be discharged of the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.

(d) Promptly upon the appointment of a successor Agent in accordance with Clause 27.13 (Replacement of the Agent), each Paying Party shall (other than to the extent that that Party has given an instruction pursuant to paragraph (e) below) give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued

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interest) to the successor Agent for distribution to the relevant Recipient Party or Recipient Parties in accordance with Clause 30.2 (Distributions by the Agent).

(e) A Paying Party shall, promptly upon request by a Recipient Party and to the extent:

(i) that it has not given an instruction pursuant to paragraph (d) above; and

(ii) that it has been provided with the necessary information by that Recipient Party,

give all requisite instructions to the bank with whom the trust account is held to transfer the relevant amount (together with any accrued interest) to that Recipient Party.

30.6 Partial payments

(a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order:

(i) first, in or towards payment pro rata of any unpaid amount owing to the Agent under the Finance Documents;

(ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement;

(iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and

(iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above.

(c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

30.7 No set-off by Obligors

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

30.8 Business Days

(a) Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

30.9 Currency of account

(a) Subject to paragraphs (b) and (c) below, dollars is the currency of account and payment for any sum due from an Obligor under any Finance Document.

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(b) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(c) Any amount expressed to be payable in a currency other than dollars shall be paid in that other currency.

30.10 Change of currency

(a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (after consultation with the Company); and

(ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably).

(b) If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with the Company) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Market and otherwise to reflect the change in currency.

30.11 Disruption to payment systems, etc.

If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred:

(a) the Agent may, and shall if requested to do so by the Company, consult with the Company with a view to agreeing with the Company such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;

(b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

(d) any such changes agreed upon by the Agent and the Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 36 (Amendments and Waivers);

(e) the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11; and

(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

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31. SET-OFF

A Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

32. NOTICES

32.1 Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.

32.2 Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

(a) in the case of the Company and each other Obligor;

Corporate Office Libanon Business Park 1 Hospital Road Libanon Westonaria 1779 South Africa Attention Mr Charl Keyter Fax No. (011) 278 9863 Email: [email protected]

(b) in the case of each Lender or any other Obligor, that notified in writing to the Agent on or prior to the date on which it becomes a Party; and

(c) in the case of the Agent

Merrill Lynch Financial Centre 26 Elmfield Road Bromley BR1 1LR Attention: Loans Agency Fax: +44 208 313 2149 Email: [email protected]

or any substitute address or fax number or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five Business Days’ notice.

32.3 Delivery (a) Any communication or document made or delivered by one person to another under or in

connection with the Finance Documents will only be effective: (i) if by way of fax, when received in legible form; or

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(ii) if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;

and, if a particular department or officer is specified as part of its address details provided under Clause 32.2 (Addresses), if addressed to that department or officer.

(b) Any communication or document to be made or delivered to the Agent will be effective only when actually received by the Agent and then only if it is expressly marked for the attention of the department or officer identified with the Agent’s signature below (or any substitute department or officer as the Agent shall specify for this purpose).

(c) All notices from or to an Obligor shall be sent through the Agent. (d) Any communication or document made or delivered to the Company in accordance with this

Clause will be deemed to have been made or delivered to each of the Obligors. (e) Any communication or document which becomes effective, in accordance with paragraphs (a)

to (d) above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

32.4 Notification of address and fax number Promptly upon changing its address or fax number, the Agent shall notify the other Parties.

32.5 Communication when Agent is Impaired Agent If the Agent is an Impaired Agent the Parties may, instead of communicating with each other through the Agent, communicate with each other directly and (while the Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the Agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly. This provision shall not operate after a replacement Agent has been appointed.

32.6 Electronic communication

(a) Any communication to be made between any two Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means (including, without limitation, by way of posting to a secure website) if those two Parties:

(i) notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and

(ii) notify each other of any change to their address or any other such information supplied by them by not less than five Business Days’ notice.

(b) Any such electronic communication as specified in paragraph (a) above to be made between an Obligor and a Finance Party may only be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication.

(c) Any such electronic communication as specified in paragraph (a) above made between any two Parties will be effective only when actually received (or made available) in readable form and in the case of any electronic communication made by a Party to the Agent only if it is addressed in such a manner as the Agent shall specify for this purpose.

(d) Any electronic communication which becomes effective, in accordance with paragraph (c) above, after 5.00 p.m. in the place in which the Party to whom the relevant communication is sent or made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following day.

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(e) Any reference in a Finance Document to a communication being sent or received shall be construed to include that communication being made available in accordance with this Clause 32.6.

32.7 English language

(a) Any notice given under or in connection with any Finance Document must be in English.

(b) All other documents provided under or in connection with any Finance Document must be:

(i) in English; or

(ii) if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

33. CALCULATIONS AND CERTIFICATES

33.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

33.2 Certificates and Determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

33.3 Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Market differs, in accordance with that market practice.


If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.


No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any of the Finance Documents. No election to affirm any Finance Document on the part of any Finance Party shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.

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36. AMENDMENTS AND WAIVERS

36.1 Required consents

(a) Subject to Clause 36.2 (All Lender matters) and Clause 36.3 (Other exceptions), any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Obligors and any such amendment or waiver will be binding on all Parties.

(b) The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 36.

36.2 All Lender matters

Subject to Clause 36.4 (Replacement of Screen Rate) an amendment or waiver of any term of any Finance Document that has the effect of changing or which relates to:

(a) the definition of “Majority Lenders” in Clause 1.1 (Definitions);

(b) an extension to the date of payment of any amount under the Finance Documents;

(c) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;

(d) an increase in any Commitment, an extension of the Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably under the Facility;

(e) a change to the Borrowers or Guarantors other than in accordance with Clause 26 (Changes to the Obligors);

(f) any provision which expressly requires the consent of all the Lenders;

(g) Clause 2.3 (Finance Parties’ rights and obligations), Clause 25 (Changes to the Lenders), Clause 29 (Sharing among the Finance Parties), this Clause 36, Clause 40 (Governing Law) or Clause 41.1 (Jurisdiction); or

(h) the nature or scope of the guarantee and indemnity granted under Clause 19 (Guarantee and Indemnity),

shall not be made without the prior consent of all the Lenders.

36.3 Other exceptions

An amendment or waiver which relates to the rights or obligations of the Agent or any of the Arrangers (each in their capacity as such) may not be effected without the consent of the Agent or that Arranger, as the case may be.

36.4 Replacement of Screen Rate

Subject to Clause 36.3 (Other exceptions), if the Screen Rate is not available for dollars, any amendment or waiver which relates to providing for another benchmark rate to apply in relation to dollars in place of that Screen Rate (or which relates to aligning any provision of a Finance Document to the use of that other benchmark rate) may be made with the consent of the Majority Lenders and the Obligors.

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36.5 Excluded Commitments

If any Lender fails to respond to a request for a consent, waiver, amendment of or in relation to any term of any Finance Document or any other vote of Lenders under the terms of this Agreement within 15 Business Days of that request being made (unless, the Company and the Agent agree to a longer time period in relation to any request):

(a) its Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the Facility when ascertaining whether any relevant percentage (including, for the avoidance of doubt, unanimity) of Total Commitments has been obtained to approve that request; and

(b) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of Lenders has been obtained to approve that request.

36.6 Replacement of Lender

(a) If:

(i) any Lender becomes a Non-Consenting Lender (as defined in paragraph (d) below); or

(ii) an Obligor becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 14.3 (Tax indemnity) or Clause 15 (Increased Costs) to any Lender,

then the Company may, on 10 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a Replacement Lender) selected by the Company, which is acceptable to the Agent and which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.9 (Pro rata interest settlement), Break Costs and other amounts payable in relation thereto under the Finance Documents. Such transfer shall be deemed (subject to satisfaction of Clause 25.2(a)(ii) (Conditions of assignment or transfer)) to have been completed 10 Business Days after the transferee concerned delivers a Transfer Certificate or Assignment Agreement executed by it to the Lender concerned and pays the relevant amount to the Agent.

(b) The replacement of a Lender pursuant to this Clause 36.6 shall be subject to the following conditions:

(i) the Company shall have no right to replace the Agent;

(ii) neither the Agent nor the Lender shall have any obligation to the Company to find a Replacement Lender;

(iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 days after the date on which that Lender is deemed a Non-Consenting Lender;

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(iv) in no event shall the Lender replaced under this Clause 36.6 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and

(v) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer.

(c) A Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks.

(d) In the event that:

(i) the Company or the Agent (at the request of the Company) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents;

(ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and

(iii) the Majority Lenders have consented or agreed to such waiver or amendment,

then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a Non-Consenting Lender.

36.7 Replacement of a Defaulting Lender

(a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving 10 Business Days’ prior written notice to the Agent and such Lender:

(i) replace such Lender by requiring such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;

(ii) require such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or

(iii) require such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility,

to a Replacement Lender selected by the Company, which is acceptable to the Agent and which confirms its willingness to assume and does assume all the obligations, or all the relevant obligations, of the transferring Lender in accordance with Clause 25 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer which is either:

(A) in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.9 (Pro rata interest settlement), Break Costs and other amounts payable in relation thereto under the Finance Documents; or

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(B) in an amount agreed between that Defaulting Lender, the Replacement Lender and the Company and which does not exceed the amount described in paragraph (A) above.

(b) Such transfer shall be deemed (subject to satisfaction of Clause 25.2(a)(ii) (Conditions of assignment or transfer) to have been completed 10 Business Days after the transferee concerned delivers a Transfer Certificate or Assignment Agreement executed by it to the Lender concerned and pays the relevant amount to the Agent.

(c) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 36.7 shall be subject to the following conditions:

(i) the Company shall have no right to replace the Agent;

(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;

(iii) the transfer must take place no later than ten Business Days after the notice referred to in paragraph (a) above;

(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and

(v) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer to the Replacement Lender.

(d) The Defaulting Lender shall perform the checks described in paragraph (c)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks.

37. CONFIDENTIAL INFORMATION

37.1 Confidentiality

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 37.2 (Disclosure of Confidential Information)and Clause 37.3 (Disclosure to numbering service providers), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

37.2 Disclosure of Confidential Information

Any Finance Party may disclose:

(a) to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject

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to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(b) to any person:

(i) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Agent and, in each case, to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;

(ii) with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;

(iii) appointed by any Finance Party or by a person to whom paragraph (b)(i) or (ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (b) of Clause 27.15 (Relationship with the Lenders));

(iv) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above;

(v) to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

(vi) to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

(vii) to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 25.8 (Security over Lenders’ rights);

(viii) who is a Party; or

(ix) with the consent of the Company;

in each case, such Confidential Information as that Finance Party shall consider appropriate if:

(A) in relation to paragraphs (b)(i), (b)(ii) and (b)(iii) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(B) in relation to paragraph (b)(iv) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the

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Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information; and

(C) in relation to paragraphs (b)(v), (b)(vi) and (b)(vii) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances;

(c) to any person appointed by that Finance Party or by a person to whom paragraph (b)(i) or (b)(ii) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Company and the relevant Finance Party; and

(d) to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information.

37.3 Disclosure to numbering service providers

(a) Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facility and/or one or more Obligors the following information:

(i) names of Obligors;

(ii) country of domicile of Obligors;

(iii) place of incorporation of Obligors;

(iv) the Signature Date;

(v) Clause 40 (Governing Law);

(vi) the names of the Agent and the Arrangers;

(vii) date of each amendment and restatement of this Agreement;

(viii) amounts of, and names of, the Facility (and any tranches);

(ix) amount of Total Commitments;

(x) currency of the Facility;

(xi) type of the Facility;

(xii) ranking of the Facility;

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(xiii) Termination Date;

(xiv) changes to any of the information previously supplied pursuant to paragraphs (i) to (xiii) above; and

(xv) such other information agreed between such Finance Party and the Company,

to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

(b) The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facility and/or one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

(c) The Company represents that none of the information set out in paragraphs (i) to (xv) of paragraph (a) above is, nor will at any time be, unpublished price-sensitive information.

(d) The Agent shall notify the Company and the other Finance Parties of:

(i) the name of any numbering service provider appointed by the Agent in respect of this Agreement, the Facility and/or one or more Obligors; and

(ii) the number or, as the case may be, numbers assigned to this Agreement, the Facility and/or one or more Obligors by such numbering service provider.

37.4 Entire agreement

This Clause 37 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

37.5 Inside information

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

37.6 Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Company:

(a) of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (b)(v) of Clause 37.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(b) upon becoming aware that Confidential Information has been disclosed in breach of this Clause 37.

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37.7 Continuing obligations

The obligations in this Clause 37 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of 12 months from the earlier of:

(a) the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

(b) the date on which such Finance Party otherwise ceases to be a Finance Party.

38. CONFIDENTIALITY OF FUNDING RATES

38.1 Confidentiality and disclosure

(a) The Agent and each Obligor agree to keep each Funding Rate confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b) and (c) below.

(b) The Agent may disclose:

(i) any Funding Rate to the relevant Borrower pursuant to Clause 10.4 (Notification of rates of interest); and

(ii) any Funding Rate to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Agent and the relevant Lender.

(c) The Agent may disclose any Funding Rate, and each Obligor may disclose any Funding Rate, to:

(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate is to be given pursuant to this paragraph (i) is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or is otherwise bound by requirements of confidentiality in relation to it;

(ii) any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;

(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive

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information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and

(iv) any person with the consent of the relevant Lender.

38.2 Related obligations

(a) The Agent and each Obligor acknowledge that each Funding Rate is or may be price-sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Agent and each Obligor undertake not to use any Funding Rate for any unlawful purpose.

(b) The Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender:

(i) of the circumstances of any disclosure made pursuant to paragraph (c)(ii) of Clause 38.1 (Confidentiality and disclosure) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(ii) upon becoming aware that any information has been disclosed in breach of this Clause 38.

38.3 No Event of Default

No Event of Default will occur under Clause 24.3 (Other obligations) by reason only of an Obligor’s failure to comply with this Clause 38.

39. COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

40. GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

41. ENFORCEMENT

41.1 Jurisdiction

(a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a Dispute).

(b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c) This Clause 41.1 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

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41.2 Service of process

Without prejudice to any other mode of service allowed under any relevant law, each Obligor:

(a) irrevocably appoints The Law Debenture Corporation Plc as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

(b) agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

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SCHEDULE 1

THE ORIGINAL PARTIES

PART 1

THE ORIGINAL OBLIGORS

Name of Original Borrower Registration number (or equivalent, if any)

Sibanye Gold Limited 2002/031431/06

Name of Original Guarantor Registration number (or equivalent, if any)

Sibanye Gold Limited 2002/031431/06

Rand Uranium Proprietary Limited 2007/007531/07

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PART 2

PART 2 OF SCHEDULE 1THE ORIGINAL LENDERS

Name of Original Lender Commitment

Bank of America Merrill Lynch International Limited US$ 50,000,000 HSBC Bank plc US$ 50,000,000 Credit Suisse International US$ 50,000,000 BMO Harris Financing, Inc. US$ 25,000,000 Citibank, N.A., London Branch US$ 25,000,000 Goldman Sachs Bank USA US$ 25,000,000 JPMorgan Chase Bank, N.A., London Branch US$ 25,000,000 Nedbank Limited, London Branch US$ 25,000,000 RBC Europe Limited US$ 25,000,000 US$300,000,000

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SCHEDULE 2


PART 1

CONDITIONS PRECEDENT TO INITIAL UTILISATION

1. Original Obligors

(a) A copy of the constitutional documents of each Original Obligor.

(b) A copy of a resolution of the board of directors of each Original Obligor:

(i) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

(ii) in the case of each Original Guarantor:

(A) complying with the requirements of section 45(3)(b) and section 45(4) of the Companies Act in connection with any financial assistance to be granted by that Original Guarantor pursuant to section 45(2) of the Companies Act under the Finance Documents to which it is a party; and

(B) complying with the requirements of section 46 of the Companies Act in connection with any “distribution” (as defined in the Companies Act) that may arise as a result of its entry into the Finance Documents to which it is a party;

(iii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(iv) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.

(d) To the extent required by the Companies Act, any other applicable law or the constitutional documents of an Original Obligor, a copy of a resolution duly passed by the holders of the issued shares of that Original Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which that Original Obligor is a party.

(e) A copy of a special resolution of the shareholders of each Original Guarantor approving, in accordance with section 45(3)(a)(ii) of the Companies Act, any financial assistance to be granted by that Original Guarantor pursuant to section 45(2) of the Companies Act under the Finance Documents to which it is a party.

(f) A certificate of the Company (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on any Original Obligor to be exceeded.

(g) A certificate of the Company (signed by a director) confirming as at the Signature Date that:

(i) no Default has occurred or is continuing or will result from the execution of the Finance Documents or, if a Default has occurred and is continuing describing that Default and the steps being taken to remedy it; and

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(ii) the representations given by it under the Finance Documents are correct in all respects or, if any such representation is not correct in all respects, describing the relevant misrepresentation and the steps being taken to remedy it.

(h) A certificate of an authorised signatory of the relevant Original Obligor certifying that each copy document relating to it specified in this Part 1 of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the Signature Date.

2. Finance Documents

A duly executed original of each of the following Finance Documents:

(a) this Agreement; and

(b) the Fee Letters.

3. Legal opinions

(a) A legal opinion of Allen & Overy LLP, legal advisers to the Arrangers and the Agent in England, substantially in the form distributed to the Agent prior to signing this Agreement.

(b) A legal opinion of Allen & Overy (South Africa) LLP, legal advisers to the Arrangers and the Agent in South Africa, substantially in the form distributed to the Agent prior to signing this Agreement.

(c) A legal opinion of Baker & McKenzie South Africa, legal advisers to the Obligors in South Africa, substantially in the form distributed to the Original Lenders prior to signing this Agreement.

4. Other documents and evidence

(a) Evidence that any process agent referred to in Clause 41.2 (Service of process), if not an Original Obligor, has accepted its appointment.

(b) A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable (if it has notified the Company accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

(c) Evidence that all requisite South African regulatory approvals have been obtained in respect of the Finance Documents, including exchange control approval by the Financial Surveillance Department of the South African Reserve Bank.

(d) The Original Financial Statements of each Original Obligor.

(e) Evidence that the fees, costs and expenses then due from the Company pursuant to Clause 13 (Fees) and Clause 18 (Costs and Expenses) have been paid or will be paid by the first Utilisation Date.

(f) The Group Structure Chart.

(g) A certificate of the Company’s auditors or monitoring accountants approved by the Majority Lenders confirming the arithmetic computations and the proper extraction of figures applied in determining which members of the Group are Material Companies and that the Guarantor Threshold Test has been met.

(h) A copy of any other document, authorisation, opinion or assurance specified by the Agent.

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PART 2

CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR

1. An Accession Letter, duly executed by the Additional Obligor and the Company.

2. A copy of the constitutional documents of the Additional Obligor.

3. A copy of a resolution of the board of directors of the Additional Obligor:

(a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;

(b) in the case of an Additional Guarantor incorporated in South Africa:

(i) complying with the requirements of section 45(3)(b) and section 45(4) of the Companies Act in connection with any financial assistance to be granted by that Additional Guarantor pursuant to section 45(2) of the Companies Act under the Finance Documents to which it is a party; and

(ii) complying with the requirements of section 46 of the Companies Act in connection with any “distribution” (as defined in the Companies Act) that may arise as a result of its entry into the Finance Documents to which it is a party;

(c) authorising a specified person or persons to execute the Accession Letter on its behalf; and

(d) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents.

4. Each Guarantor as at the date on which each Additional Obligor accedes to the Agreement in accordance with Clause 26 (Changes to the Obligors) is required to deliver the following documents to the Agent in a form and substance acceptable to the Agent:

(a) a resolution of the board of directors of such Guarantor;

(i) complying with the requirements of section 45(3)(b) and section 45(4) of the Companies Act in connection with any financial assistance to be granted by that Guarantor pursuant to section 45(2) of the Companies Act under the Finance Documents to which it is a party;

(ii) complying with the requirements of section 46 of the Companies Act in connection with any “distribution” (as defined in the Companies Act) that may arise as a result of its entry into the Finance Documents to which it is a party;

(b) to the extent required by the Companies Act, any other applicable law or the constitutional documents of the Guarantor, a copy of a resolution duly passed by the holders of the issued shares of that Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which that Guarantor is a party; and

(c) a copy of a special resolution of the shareholders of each Original Guarantor approving, in accordance with section 45(3)(a)(ii) of the Companies Act, any financial assistance to be

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granted by that Original Guarantor pursuant to section 45(2) of the Companies Act under the Finance Documents to which it is a party.

5. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.

6. To the extent required by the Companies Act, any other applicable law or the constitutional documents of an Additional Guarantor, a copy of a resolution duly passed by the holders of the issued shares of that Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which that Additional Guarantor is a party.

7. In the case of an Additional Guarantor incorporated in South Africa, a copy of a special resolution of the shareholders of the Additional Guarantor approving, in accordance with section 45(3)(a)(ii) of the Companies Act, any financial assistance to be granted by the Additional Guarantor pursuant to section 45(2) of the Companies Act under the Finance Documents to which it is a party.

8. A certificate of the Additional Obligor (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.

9. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part 2 of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.

10. Such documentation and other evidence relating to the Additional Guarantor as is reasonably requested by the Agent (for itself or on behalf of any other Finance Party) in order for the Agent and each other Finance Party to carry out and be satisfied it has complied with all necessary “know your customer” or similar identification procedures under Applicable Laws and regulations (including the Financial Intelligence Centre Act, 2001) pursuant to the transactions contemplated in the Finance Documents.

11. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document.

12. If available, the latest audited Financial Statements of the Additional Obligor.

13. The following legal opinions, each addressed to the Agent and the Lenders:

(a) a legal opinion of Allen & Overy LLP;

(b) if the Additional Obligor is incorporated in South Africa, a legal opinion of the legal advisers to the Arrangers and the Agent in South Africa; and

(c) if the Additional Guarantor is incorporated in a jurisdiction other than South Africa:

(i) a legal opinion of the legal advisers to the Agent in the jurisdiction of incorporation of the Additional Guarantor; and

(ii) a legal opinion of the legal advisers to the Obligors in the jurisdiction of incorporation of the Additional Guarantor.

14. If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 41.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor.

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SCHEDULE 3

UTILISATION REQUEST

From: [Borrower]

To: [Agent]

Dated:

Dear Sirs Sibanye Gold Limited – US$350,000,000 Revolving Facility Agreement

dated [•] (the Agreement)

1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2. We wish to borrow a Loan on the following terms:

Proposed Utilisation Date: [•] (or, if that is not a Business Day, the next Business Day)

Currency of Loan: dollars

Amount: [•] or, if less, the Available Facility

Interest Period: [•]

3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.

4. The proceeds of this Loan should be credited to the following bank account (the Account):

Account Name: [•] Bank: [•] Account Number: [•] Branch: [•] Branch Code: [•]

5. This Utilisation Request is irrevocable.

Yours faithfully

authorised signatory for [name of relevant Borrower]

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SCHEDULE 4

FORM OF TRANSFER CERTIFICATE

To: [•] as Agent

From: [The Existing Lender] (the Existing Lender) and [The New Lender] (the New Lender)

Dated:

Sibanye Gold Limited – US$350,000,000 Revolving Facility Agreement dated [•] (the Agreement)

1. We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

2. We refer to Clause 25.5 (Procedure for transfer):

(a) The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation, and in accordance with Clause 25.5 (Procedure for transfer), all of the Existing Lender’s rights and obligations under the Agreement and the other Finance Documents which relate to that portion of the Existing Lender’s Commitment and participations in Loans under the Agreement as specified in the Schedule.

(b) The proposed Transfer Date is [•].

(c) The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 32.2 (Addresses) are set out in the Schedule.

3. The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 25.4 (Limitation of responsibility of Existing Lenders).

4. The New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is [a Qualifying Lender (other than a Treaty Lender)][a Treaty Lender][not a Qualifying Lender]1.

5. This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

6. This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by English law.

7. This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.

1 Delete if applicable.

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THE SCHEDULE



[Facility Office address, fax number and attention details for notices and account details for payments,]

[Existing Lender] [New Lender]

By: By:

This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [•].

[Agent]

By:

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SCHEDULE 5

FORM OF SUBSTITUTE AFFILIATE LENDER DESIGNATION NOTICE

To: Bank of America Merrill Lynch International Limited (as Agent) for itself and each of the other parties to the Facilities Agreement referred to below.

From: [Designating Lender] (the “Designating Lender”)

Dated:

Dear Sirs


1. We refer to the Agreement. Terms defined in the Agreement have the same meaning in this Substitute Affiliate Lender Designation Notice.

2. We hereby designate our Affiliate details of which are given below as a Substitute Affiliate Lender in respect of any Loans required to be advanced to [specify name of borrower or refer to all borrowers in a particular jurisdiction etc] (Designated Loans).

3. The details of the Substitute Affiliate Lender are as follows:

Name:

Facility Office:

Fax Number:

Attention:

Jurisdiction of Incorporation:

4. By countersigning this notice below the Substitute Affiliate Lender agrees to become a Substitute Affiliate Lender in respect of Designated Loans as indicated above and agrees to be bound by the terms of the Agreement accordingly.

5. The Substitute Affiliate Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is [a Qualifying Lender (other than a Treaty Lender)][a Treaty Lender][not a Qualifying Lender]2.

6. This Substitute Affiliate Lender Designation Notice and any non-contractual obligations arising out of or in connection with it are governed by English law.

For and on behalf of

[Designating Lender]

2 Delete as applicable.

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We acknowledge and agree to the terms of the above.


[Substitute Affiliate Lender]

We acknowledge the terms of the above.


The Agent

Dated

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SCHEDULE 6

FORM OF ASSIGNMENT AGREEMENT

To: [•] as Agent and Sibanye Gold Limited as Company, for and on behalf of each Obligor

From: [the Existing Lender] (the Existing Lender) and [the New Lender] (the New Lender)

Dated:


1. We refer to the Agreement. This is an Assignment Agreement. Terms defined in the Agreement have the same meaning in this Assignment Agreement unless given a different meaning in this Assignment Agreement.

2. We refer to Clause 25.6 (Procedure for assignment):

(a) The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Agreement and the other Finance Documents which relate to that portion of the Existing Lender’s Commitment and participations in Loans under the Agreement as specified in the Schedule.

(b) The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender’s Commitment and participations in Loans under the Agreement specified in the Schedule.

(c) The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.

3. The proposed Transfer Date is [•].

4. On the Transfer Date the New Lender becomes Party to the Finance Documents as a Lender.

5. The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 32.2 (Addresses) are set out in the Schedule.


7. The New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is [a Qualifying Lender (other than a Treaty Lender)][a Treaty Lender][not a Qualifying Lender]3.

8. This Assignment Agreement acts as notice to the Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 25.7 (Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to Company), to the Company (on behalf of each Obligor) of the assignment referred to in this Assignment Agreement.


109

9. This Assignment Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Assignment Agreement.

10. This Assignment Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

11. This Assignment Agreement has been entered into on the date stated at the beginning of this Assignment Agreement.

110

THE SCHEDULE

Rights to be assigned and obligations to be released and undertaken


[Facility office address, fax number and attention details for notices and account details for payments]

[Existing Lender] [New Lender]

By: By:

This Assignment Agreement is accepted by the Agent and the Transfer Date is confirmed as [•].

Signature of this Assignment Agreement by the Agent constitutes confirmation by the Agent of receipt of notice of the assignment referred to herein, which notice the Agent receives on behalf of each Finance Party.

[Agent]

By:

111

SCHEDULE 7

FORM OF ACCESSION LETTER

To: [•] as Agent

From: [Subsidiary] and Sibanye Gold Limited

Dated:

Dear Sirs


1. We refer to the Agreement. This is an Accession Letter. Terms defined in the Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter.

2. [Subsidiary] agrees to become an Additional [Borrower]/[Guarantor] and to be bound by the terms of the Agreement as an Additional [Borrower]/[Guarantor] pursuant to Clause [26.2 (Additional Borrowers)]/[Clause 26.4 (Additional Guarantors)] of the Agreement. [Subsidiary] is a company duly incorporated under the laws of [name of relevant jurisdiction].

3. [The Company confirms that no Default is continuing or would occur as a result of [Subsidiary] becoming an Additional Borrower.].

4. [Subsidiary’s] administrative details are as follows:

Address:

Fax No:

Attention:

5. This Accession Letter and any non-contractual obligations arising out of or in connection with it are governed by English law.

[This Accession Letter is entered into by deed.]

Sibanye Gold Limited [Subsidiary]

112

SCHEDULE 8

FORM OF RESIGNATION LETTER

To: [•] as Agent

From: [resigning Obligor] and Sibanye Gold Limited

Dated:

Dear Sirs


1. We refer to the Agreement. This is a Resignation Letter. Terms defined in the Agreement have the same meaning in this Resignation Letter unless given a different meaning in this Resignation Letter.

2. Pursuant to [Clause 26.3 (Resignation of a Borrower)]/[Clause 26.6 (Resignation of a Guarantor)], we request that [resigning Obligor] be released from its obligations as a [Borrower]/[Guarantor] under the Agreement.

3. [We confirm that:

(a) no Default is continuing or would result from the acceptance of this request;

(b) the Borrower is under no actual or contingent obligations as a Borrower under any Finance Documents.]4

4. [We confirm that no Default is continuing or would result from the acceptance of this request.]5

5. This Resignation Letter and any non-contractual obligations arising out of or in connection with it are governed by English law.

Sibanye Gold Limited [Subsidiary]

By: By:

4 For resigning Borrower 5 For resigning Guarantor

113

SCHEDULE 9

FORM OF COMPLIANCE CERTIFICATE

To: [•] as Agent

From: [Company]

Dated:

Dear Sirs


1. We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2. We confirm that: [Insert details of covenants to be certified]

2.1 We confirm that the following are Material Companies [•].

3. [We confirm that no Default is continuing.]*

Signed: Director Director of of Sibanye Gold Limited Sibanye Gold Limited

[insert applicable certification language]

for and on behalf of Sibanye Gold Limited

* If this statement cannot be made, the certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it.

114

SCHEDULE 10

Form Of Increase Confirmation

To: Bank of America Merrill Lynch International Limited as Agent and Sibanye Gold Limited as Company, for and on behalf of each Obligor

From: [the Increase Lender] (the Increase Lender)

Dated:


1. We refer to the Agreement. This is an Increase Confirmation. Terms defined in the Agreement have the same meaning in this Increase Confirmation unless given a different meaning in this Increase Confirmation.

2. We refer to Clause 2.2 (Increase).

3. The Increase Lender agrees to assume and will assume all of the obligations corresponding to the Commitment specified in the Schedule (the Relevant Commitment) as if it was an Original Lender under the Agreement.

4. The proposed date on which the increase in relation to the Increase Lender and the Relevant Commitment is to take effect (the Increase Date) is [•].

5. On the Increase Date, the Increase Lender becomes party to the Finance Documents as a Lender.

6. The Facility Office and address, fax number and attention details for notices to the Increase Lender for the purposes of Clause 32.2 (Addresses) are set out in the Schedule.

7. The Increase Lender expressly acknowledges the limitations on the Lenders’ obligations referred to in paragraph (d) of Clause 2.2 (Increase).

8. The Increase Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is:

(a) [a Qualifying Lender (other than a Treaty Lender);]

(b) [a Treaty Lender;]

(c) [not a Qualifying Lender].

9. This Increase Confirmation may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Increase Confirmation.

10. This Increase Confirmation and any non-contractual obligations arising out of or in connection with it are governed by English law.

11. This Increase Confirmation has been entered into on the date stated at the beginning of this Increase Confirmation.

115

The Schedule

Relevant Commitment/rights and obligations to be assumed by the Increase Lender



[Increase Lender]

By:

This Increase Confirmation is accepted as an Increase Confirmation for the purposes of the Agreement by the Agent and the Increase Date is confirmed as [•].

Agent

By:

116

SCHEDULE 11

LMA FORM OF CONFIDENTIALITY UNDERTAKING

[Letterhead of Arranger]

To:

[insert name of Potential Lender]

Re: The Facility

Company: Sibanye Gold Limited (the “Company”)

Date:

Amount: Agent: Bank of America Merrill Lynch International Limited

Dear Sirs

We understand that you are considering participating in the Facility. In consideration of us agreeing to make available to you certain information with the knowledge and approval of the Company, by your signature of a copy of this letter you agree as follows:

(A) CONFIDENTIALITY

1. CONFIDENTIALITY UNDERTAKING

You undertake:

1.1 to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by paragraph (A)2 below and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to your own confidential information;

1.2 to keep confidential and not disclose to anyone except as provided for by paragraph (A)2 below the fact that the Confidential Information has been made available or that discussions or negotiations are taking place or have taken place between us in connection with the Facility;

1.3 to use the Confidential Information only for the Permitted Purpose; and

1.4 to use all reasonable endeavours to ensure that any person to whom you disclose any information in accordance with paragraph 2 below (unless disclosed under paragraph 2.2) acknowledges and complies with the provisions of this letter as if that person were also party to it.

117

2. PERMITTED DISCLOSURE

We agree that you may disclose such Confidential Information and such of those matters referred to in paragraph (A)1.2 above as you shall consider appropriate:

2.1 to your Affiliates and their officers, directors, employees, professional advisers and auditors if any person to whom the Confidential Information is to be given pursuant to this paragraph (A)2.1 is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information, except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

2.2 to any person to whom information is required or requested to be disclosed by any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation; and

2.3 with the prior written consent of us and the Company.

3. NOTIFICATION OF DISCLOSURE

You agree (to the extent permitted by law and regulation) to inform us:

3.1 of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (A)2.2 above except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

3.2 upon becoming aware that Confidential Information has been disclosed in breach of this letter.

4. RETURN OF COPIES

If you do not participate in the Facility and we so request in writing, you shall return or destroy all Confidential Information supplied to you by us and destroy or permanently erase (to the extent technically practicable) all copies of Confidential Information made by you and use your reasonable endeavours to ensure that anyone to whom you have supplied any Confidential Information destroys or permanently erases (to the extent technically practicable) such Confidential Information and any copies made by them, in each case save to the extent that you or the recipients are required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial, governmental, supervisory or regulatory body or in accordance with internal policy, or where the Confidential Information has been disclosed under paragraph (A)2.2 above.

5. CONTINUING OBLIGATIONS

The obligations in this letter are continuing and, in particular, shall survive the termination of any discussions or negotiations between you and us. Notwithstanding the previous sentence, the obligations in Part A of this letter shall cease on the earlier of (a) the date on which you become a party to the Facility Agreement or (b) the date falling [twelve] months after the date of your final receipt (in whatever manner) of any Confidential Information.

6. NO REPRESENTATION; CONSEQUENCES OF BREACH, ETC


6.1 neither we nor any of our officers, employees or advisers (each a “Relevant Person”) (i) make any representation or warranty, express or implied, as to, or assume any responsibility for, the accuracy, reliability or completeness of any of the Confidential Information or any other information supplied by

118

us or any member of the Group or the assumptions on which it is based or (ii) shall be under any obligation to update or correct any inaccuracy in the Confidential Information or any other information supplied by us or any member of the Group or be otherwise liable to you or any other person in respect of the Confidential Information or any such information; and

6.2 we or members of the Group may be irreparably harmed by the breach of the terms of this letter and damages may not be an adequate remedy; each Relevant Person or member of the Group may be granted an injunction or specific performance for any threatened or actual breach of the provisions of this letter by you.

7. ENTIRE AGREEMENT; NO WAIVER; AMENDMENTS, ETC

7.1 This letter constitutes the entire agreement between us in relation to your obligations regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

7.2 No failure to exercise, nor any delay in exercising any right or remedy under this letter will operate as a waiver of any such right or remedy or constitute an election to affirm this letter. No election to affirm this letter will be effective unless it is in writing. No single or partial exercise of any right or remedy will prevent any further or other exercise or the exercise of any other right or remedy under this letter.

7.3 The terms of this letter and your obligations under this letter may only be amended or modified by written agreement between us.

8. INSIDE INFORMATION

You acknowledge that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and you undertake not to use any Confidential Information for any unlawful purpose.

9. NATURE OF UNDERTAKINGS

The undertakings given by you under Part A of this letter are given to us and (without implying any fiduciary obligations on our part) are also given for the benefit of the Company and each other member of the Group.

(B) MISCELLANEOUS

1. THIRD PARTY RIGHTS

1.1 Subject to this paragraph (B)1 and to paragraphs (A)6 and (A)9, a person who is not a party to this letter has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or to enjoy the benefit of any term of this letter.

1.2 The Relevant Persons and each member of the Group may enjoy the benefit of the terms of paragraphs (A)6 and (A)9 subject to and in accordance with this paragraph (B)1 and the provisions of the Third Parties Act.

1.3 Notwithstanding any provisions of this letter, the parties to this letter do not require the consent of any Relevant Person or any member of the Group to rescind or vary this letter at any time.


119

2.1 This letter and the agreement constituted by your acknowledgement of its terms (the “Letter”) and any non-contractual obligations arising out of or in connection with it (including any non-contractual obligations arising out of the negotiation of the transaction contemplated by this Letter) are governed by English law.

2.2 The courts of England have non-exclusive jurisdiction to settle any dispute arising out of or in connection with this Letter (including a dispute relating to any non-contractual obligation arising out of or in connection with either this Letter or the negotiation of the transaction contemplated by this Letter).

3. DEFINITIONS

In this letter (including the acknowledgement set out below):

“Affiliate” means each of your holding companies and subsidiaries and each subsidiary of each of your holding companies (as each such term is defined in the Companies Act 71 of 2008)

“Confidential Information” means all information relating to the Company, any Obligor, the Group, the Finance Documents and/or the Facility which is provided to you in relation to the Finance Documents or Facility by us or any of our affiliates or advisers, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(a) is or becomes public information other than as a direct or indirect result of any breach by you of this letter; or

(b) is identified in writing at the time of delivery as non-confidential by us or our advisers; or

(c) is known by you before the date the information is disclosed to you by us or any of our affiliates or advisers or is lawfully obtained by you after that date, from a source which is, as far as you are aware, unconnected with the Group and which, in either case, as far as you are aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

“Facility Agreement” means the facility agreement entered into or to be entered into in relation to the Facility.

“Facility Interest” means a legal, beneficial or economic interest acquired or to be acquired expressly and specifically in or in relation to the Facility, whether as initial lender or by way of assignment, transfer, novation, sub-participation (whether disclosed, undisclosed, risk or funded) or any other similar method.

“Finance Documents” means the documents defined in the Facility Agreement as Finance Documents.

“Group” means the Company and its subsidiaries for the time being (as such term is defined in the Companies Act 2006).

“Obligor” means a borrower or a guarantor under the Facility Agreement.

“Permitted Purpose” means considering and evaluating whether to enter into the Facility.

Please acknowledge your agreement to the above by signing and returning the enclosed copy.

Yours faithfully

120


[Arranger]

121

To: [Arranger] The Company and each other member of the Group We acknowledge and agree to the above: For and on behalf of [Potential Lender]

122

SCHEDULE 12

TIMETABLES

Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request))

U-3

9:30am

Agent notifies the Lenders of the Loan in accordance with Clause 5.4 (Lenders’ participation)

U-3

noon

LIBOR is fixed Quotation Day 11.00 a.m.

“U” = the date of the proposed Utilisation.

123

SIGNATORIES THE COMPANY as ORIGINAL BORROWER and an ORIGINAL GUARANTOR SIBANYE GOLD LIMITED /s/ N Froneman By: N Froneman

124

THE ORIGINAL GUARANTORS and THE ORIGINAL OBLIGORS SIBANYE GOLD LIMITED /s/ N Froneman By: N Froneman RAND URANIUM PROPRIETARY LIMITED /s/ W Robinson By: W Robinson

125

THE CO-ORDINATORS BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED /s/ D Pepper By: D Pepper HSBC BANK PLC /s/ B Wilson By: B Wilson

126

THE MANDATED LEAD ARRANGERS BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED /s/ D Pepper By: D Pepper HSBC BANK PLC /s/ B Wilson By: B Wilson

127

THE ORIGINAL LENDERS BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED /s/ D Pepper By: D Pepper HSBC BANK PLC /s/ B Wilson By: B Wilson CREDIT SUISSE INTERNATIONAL /s/ B Fitzgerald By: B Fitzgerald /s/ N Markson By: N Markson BMO HARRIS FINANCING, INC. /s/ P Heikkila By: P Heikkila

128

CITIBANK, N.A., LONDON BRANCH /s/ T Lamboum By: T Lamboum GOLDMAN SACHS BANK USA /s/ A Fraser By: A Fraser JPMORGAN CHASE BANK, N.A., LONDON BRANCH /s/ R Castro By: R Castro NEDBANK LIMITED, LONDON BRANCH /s/ K Ryder By: K Ryder /s/ D Sidgwick By: D Sidgwick

129

RBC EUROPE LIMITED /s/ E Pinto By: E Pinto

130

THE AGENT BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED /s/ C Godley By: C Godley

Exhibit 4.34

EXECUTION VERSION

US$300,000,000 BRIDGE FACILITY AGREEMENT

DATED 05 OCTOBER 2015

for


arranged by

HSBC BANK PLC

with

HSBC BANK PLC acting as Agent

CONTENTS

Clause Page 1. Definitions and Interpretation 12. The Facility 223. Purpose 224. Conditions of Utilisation 235. Utilisation 246. Extension of Termination Date 257. Repayment 258. Illegality, Voluntary Prepayment and Cancellation 259. Mandatory Prepayment and Cancellation 2610. Restrictions 3211. Interest 3312. Interest Periods 3413. Changes to the calculation of interest 3414. Fees 3615. Tax Gross Up and Indemnities 3716. Increased Costs 4317. Other Indemnities 4518. Mitigation by the Lenders 4619. Costs and Expenses 4620. Guarantee and Indemnity 4721. Representations 5022. Information Undertakings 5523. Financial Covenants 5924. General Undertakings 6225. Events of Default 6726. Changes to the Lenders 7227. Changes to the Obligors 7728. Role of the Agent and the Arranger 7929. Conduct of Business by the Finance Parties 8830. Sharing among the Finance Parties 8831. Payment Mechanics 8932. Set-off 9333. Notices 9334. Calculations and Certificates 9635. Partial Invalidity 9636. Remedies and Waivers 9637. Amendments and Waivers 9638. Confidential Information 10039. Confidentiality of Funding Rates 10440. Counterparts 10541. Governing Law 10542. Enforcement 105

Schedule Page 1. The Original Parties 106 Part 1 The Original Obligors 106 Part 2 The Original Lender 1072. Conditions Precedent 108 Part 1 Conditions Precedent to Initial Utilisation 108 Part 2 Conditions Precedent required to be delivered by an Additional Obligor 1113. Requests 113 Part 1 Utilisation Request 113 Part 2 Selection Notice 1144. Form of Transfer Certificate 1155. Form of Substitute Affiliate Lender Designation Notice 1176. Form of Assignment Agreement 1197. Form of Accession Letter 1228. Form of Resignation Letter 1239. Form of Compliance Certificate 12410. LMA form of Confidentiality Undertaking 12511. Timetables 131 Signatories 132

1

THIS AGREEMENT is dated 2015 and made BETWEEN: (1) SIBANYE GOLD LIMITED (the Company); (2) THE COMPANY listed in Part 1 of Schedule 1 (The Original Parties) as original borrower (the Original

Borrower); (3) THE COMPANIES listed in Part 1 of Schedule 1 (The Original Parties) as original guarantors (the Original

Guarantors); (4) HSBC BANK PLC as mandated lead arranger (the Arranger); (5) HSBC BANK PLC as original lender (the Original Lender); and (6) HSBC BANK PLC as agent of the other Finance Parties (the Agent). IT IS AGREED as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 Definitions

In this Agreement: Acceptable Bank means a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or A2 or higher by Moody’s Investors Service Limited or a comparable rating from an internationally recognised credit rating agency. Accession Letter means a document substantially in the form set out in Schedule 7 (Form of Accession Letter). Accounting Principles means the IFRS as adopted by the International Accounting Standards Board, to the extent applicable to the relevant Financial Statements. Acquisition means the acquisition by the Company of the Target Shares to be effected by way of the amalgamation of the Target and Sibanye Platinum Bermuda Proprietary Limited, a wholly-owned Subsidiary of the Company, and the cancellation of the Target Shares, each on the terms of the Acquisition Documents. Acquisition Costs means all fees, costs and expenses, stamp, registration and other Taxes incurred by the Company or any other member of the Group in connection with the Acquisition and the Acquisition Documents. Acquisition Documents means: (a) the Amalgamation Agreement; (b) the Implementation Agreement; (c) the Notice of Amalgamation Meeting; and

2

(d) any other document designated as an Acquisition Document by the Agent and the Company. Additional Borrower means a company which becomes an Additional Borrower in accordance with Clause 27 (Changes to the Obligors). Additional Guarantor means a company which becomes an Additional Guarantor in accordance with Clause 27 (Changes to the Obligors). Additional Obligor means an Additional Borrower or an Additional Guarantor. Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company. Amalgamation Agreement means the agreement between the Company and the Target substantially in the form attached as Annexure A of the Implementation Agreement. Applicable Inter-company Loans means inter-company loans which are fully subordinated to the liabilities of the Obligors under the Finance Documents and are between Obligors. Assignment Agreement means an agreement substantially in the form set out in Schedule 4 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee. Authorisation means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration. Availability Period means the period from and including the Signature Date ending on the earlier of: (a) the date falling 60 days after the Closing Date; (b) the date on which the Facility is cancelled; and (c) the date falling 9 Months after the Signature Date. Available Commitment means a Lender’s Commitment minus: (a) the amount of its participation in any outstanding Loans; and (b) in relation to any proposed Utilisation, the amount of its participation in any Loans that are due to be

made on or before the proposed Utilisation Date, other than that Lender’s participation in any Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date. Available Facility means the aggregate for the time being of each Lender’s Available Commitment. Borrower means the Original Borrower or an Additional Borrower unless it has ceased to be a Borrower in accordance with Clause 27 (Changes to the Obligors). Break Costs means the amount (if any) by which: (a) the interest (excluding the Margin) which a Lender should have received for the period from the date of

receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

3

exceeds: (b) the amount which that Lender would be able to obtain by placing an amount equal to the principal

amount or Unpaid Sum received by it on deposit with a leading bank for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

Burnstone means Sibanye Gold Eastern Operations Proprietary Limited (previously known as Southgold Exploration Proprietary Limited). Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in London and New York. Certain Funds Period means the period commencing on the Signature Date and ending on the Closing Date. Certain Funds Utilisation means the Utilisation made or to be made under the Facility during the Certain Funds Period where such Utilisation is to be made solely for the purposes set out in Clause 3.1 (Purpose). Clean-Up Date means the date falling 90 days from the Closing Date. Clean-Up Default means a Default referred to in Clause 25.3 (Other obligations) insofar as it relates to a Clean-Up Undertaking, Clause 25.4 (Misrepresentation) insofar as it relates to a Clean-Up Representation, Clause 25.5 (Cross default), Clause 25.8 (Creditors’ process) and Clause 25.17 (Loss of Mining Rights). Clean-Up Representation means any of the representations and warranties under Clause 21 (Representations) insofar as it relates to the Target Group. Clean-Up Undertaking means any of the undertakings specified under Clause 24.3 (Environmental compliance), Clause 24.4 (Environmental claims), Clause 24.6 (Anti-corruption law and Sanctions), Clause 24.7 (Taxation), Clause 24.9 (Restrictions on disposals), Clause 24.12 (Restriction on acquisitions) and Clause 24.14 (Negative pledge) to Clause 24.18 (Access). Closing Date means the date on which Completion occurs. Code means the US Internal Revenue Code of 1986. Commitment means: (a) in relation to the Original Lender, the amount set opposite its name under the heading “Commitment”

in Part 2 of Schedule 1 (The Original Parties) and the amount of any other Commitment transferred to it under this Agreement; and

(b) in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement, to the extent not cancelled, reduced or transferred by it under this Agreement. Companies Act means the Companies Act, 2008 of South Africa and all regulations promulgated under that Act. Completion means the completion of the Acquisition in accordance with the Acquisition Documents.

4

Compliance Certificate means a certificate substantially in the form set out in Schedule 9 (Form of Compliance Certificate). Confidential Information means all information relating to the Company, any Obligor, the Group, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either: (a) any member of the Group or any of its advisers; or (b) another Finance Party, if the information was obtained by that Finance Party directly or indirectly from

any member of the Group or any of its advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes: (i) information that:

(A) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 38 (Confidential Information); or

(B) is identified in writing at the time of delivery as non-confidential by any member of

the Group or any of its advisers; or (C) is known by that Finance Party before the date the information is disclosed to it in

accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and

(ii) any Funding Rate.

Confidentiality Undertaking means a confidentiality undertaking substantially in a recommended form of the LMA as set out in Schedule 10 (LMA form of Confidentiality Undertaking) or in any other form agreed between the Company and the Agent. Consolidated EBITDA has the meaning given to that term in Clause 23.1 (Financial Definitions). Consolidated Net Borrowings has the meaning given to that term in Clause 23.1 (Financial Definitions). Consolidated Tangible Net Worth has the meaning given to that term in Clause 23.1 (Financial Definitions). Convertible Bonds means the existing US$300,000,000 4% convertible bonds issued by the Target which are due on 18 December 2015. Default means an Event of Default or any event or circumstance specified in Clause 25 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

5

Defaulting Lender means any Lender: (a) which has failed to make its participation in a Loan available (or has notified the Agent or the Company

(which has notified the Agent) that it will not make its participation in a Loan available) by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders’ participation);

(b) which has otherwise rescinded or repudiated a Finance Document; or (c) with respect to which an Insolvency Event has occurred and is continuing,

unless, in the case of paragraph (a) above: (i) its failure to pay is caused by:

(A) administrative or technical error; or (B) a Disruption Event; and

payment is made within five Business Days of its due date; or (ii) the Lender is disputing in good faith whether it is contractually obliged to make the payment in

question.

Disruption Event means either or both of: (a) a material disruption to those payment or communications systems or to those financial markets which

are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature)

to the treasury or payments operations of a Party preventing that, or any other Party:

(i) from performing its payment obligations under the Finance Documents; or (ii) from communicating with other Parties in accordance with the terms of the Finance Documents, and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

EBITDA has the meaning given to that term in Clause 23.1 (Financial Definitions).

6

Encumbrance means: (a) any mortgage, bond, notarial bond, pledge, lien, assignment or cession conferring security,

hypothecation, a security interest, preferential right or trust arrangement or other encumbrance of the like securing any obligation of any person; or

(b) any arrangement under which money or claims to, or for the benefit of, a bank or other account may be

applied, set off or made subject to a combination of accounts so as to effect discharge of any sum owed or payable to any person; or

(c) any other type of preferential agreement or arrangement (including any title transfer and retention

arrangement), the effect of which is the creation of a security interest. Eskom means Eskom Holdings SOC Limited. Event of Default means any event or circumstance specified as such in Clause 25 (Events of Default). Existing Facility Agreements means: (a) the ZAR4,000,000,000 amended and restated term and revolving credit facilities agreement dated 24

April 2015 between, amongst others, the Company as original borrower, Bank of China Limited Johannesburg Branch, FirstRand Bank Limited (acting through its Rand Merchant Bank division), Nedbank Limited (acting through its Nedbank Capital and Nedbank Corporate divisions) as mandated lead arrangers and Nedbank Limited (acting through its Nedbank Capital division) as facility agent; and

(b) the US$350,000,000 revolving facility agreement dated 24 August 2015 between, amongst others, the

Company as original borrower, Bank of America Merrill Lynch International Limited and HSBC Bank plc as mandated lead arrangers and Bank of America Merrill Lynch International Limited as facility agent.

Facility means the bridge loan facility made available under this Agreement as described in Clause 2 (The Facility). Facility Office means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement. Fallback Interest Period means a period of one week. FATCA means: (a) sections 1471 to 1474 of the Code or any associated regulations; (b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement

between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs

(a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

7

FATCA Application Date means: (a) in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates

to payments of interest and certain other payments from sources within the US), 1 July 2014; (b) in relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the Code (which relates

to “gross proceeds” from the disposition of property of a type that can produce interest from sources within the US), 1 January 2017; or

(c) in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within

paragraphs (a) or (b) above, 1 January 2017, or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the Signature Date. FATCA Deduction means a deduction or withholding from a payment under a Finance Document required by FATCA. FATCA Exempt Party means a Party that is entitled to receive payments free from any FATCA Deduction. Fee Letter means any letter or letters between the Arranger and the Company or the Agent and the Company setting out any of the fees referred to in Clause 14 (Fees). Finance Document means this Agreement, any Fee Letter, any Accession Letter, any Resignation Letter, the Mandate Letter and any other document designated as such by the Agent and the Company. Finance Party means the Agent, the Arranger or a Lender. Financial Indebtedness means (without double counting) any indebtedness for or in respect of: (a) moneys borrowed or credit granted; (b) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent; (c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan

stock or any similar instrument; (d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance

with IFRS, be treated as a finance or capital lease; (e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse

basis); (f) any amount of liability in respect of any purchase price for assets or services the payment of which is

deferred where the deferral of such price is either:

(i) used primarily as a method of raising credit; or (ii) not made in the ordinary course of business;

(g) any agreement or option to re-acquire an asset if one of the primary reasons for entering into such agreement or option is to raise finance;

8

(h) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(i) any derivative transaction entered into in connection with protection against or benefit from fluctuation

in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account);

(j) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary

letter of credit or any other instrument issued by a bank or financial institution; (k) the amount raised by the issue of redeemable shares to the extent such shares are redeemable prior to

the Termination Date; and (l) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in

paragraphs (a) to (k) above. Financial Half Year has the meaning given to that term in Clause 23.1 (Financial Definitions). Financial Quarter has the meaning given to that term in Clause 23.1 (Financial Definitions) Financial Statements means any financial statements referred to in Clause 22.1 (Financial statements). Financial Year has the meaning given to that term in Clause 23.1 (Financial Definitions). Franco-Nevada Loan means the loan owing by Ezulwini Mining Company to Franco-Nevada GLW Holdings Corp., Gold Wheaton Gold Corp., Franco Nevade (Barbados) Corporation (previously known as Gold Wheaton (Barbados Corporation)) and/or any one or more of their respective affiliates. Franco-Nevada Loan Agreement means a written gold purchase agreement dated 5 November 2009 concluded amongst Ezulwini Mining Company and Franco-Nevada GLW Holdings Corp., Gold Wheaton Gold Corp. and Franco-Nevada (Barbados) Corporation (previously known as Gold Wheaton (Barbados Corporation) pursuant to which the Franco-Nevada Loan is made available to Ezulwini Mining Company. Funding Rate means any individual rate notified by a Lender to the Agent pursuant to paragraph (a)(ii) of Clause 13.3 (Cost of funds). Group means the Company and its Subsidiaries for the time being. Group Structure Chart means the group structure chart in agreed form showing at least the following information: (a) each member of the Group, including current name and company registration number, its jurisdiction

of incorporation and/or its jurisdiction of establishment; (b) a list of shareholders of each member of the Group; and (c) indicating whether it is not a company with limited liability. Guarantor means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 27 (Changes to the Obligors).

9

Guarantor Threshold Test has the meaning given to that term in Clause 24.20 (Guarantors). Historic Screen Rate means, in relation to any Loan, the most recent applicable Screen Rate for dollars and for a period equal in length to the Interest Period of that Loan and which is as of a day which is no more than 3 days before the Quotation Day. Holding Company means, in relation to a person, any other person in respect of which it is a Subsidiary. IFRS means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant Financial Statements. Impaired Agent means the Agent at any time when: (a) it has failed to make (or has notified a Party that it will not make) a payment required to be made by it

under the Finance Documents by the due date for payment; (b) the Agent otherwise rescinds or repudiates a Finance Document; (c) (if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a), (b) or (c) of the definition

of “Defaulting Lender”; or (d) an Insolvency Event has occurred and is continuing with respect to the Agent;

unless, in the case of paragraph (a) above: (i) its failure to pay is caused by:

(A) administrative or technical error; or (B) a Disruption Event; and

(ii) payment is made within five Business Days of its due date; or (iii) the Agent is disputing in good faith whether it is contractually obliged to make the payment in

question.

Implementation Agreement means the agreement between the Company, Sibanye Platinum Bermuda Proprietary Limited and the Target setting out the terms on which the Acquisition is proposed to be implemented. Indebtedness for Borrowed Money means Financial Indebtedness save for any indebtedness for or in respect of paragraphs (i) and (j) of the definition of “Financial Indebtedness”, or in respect of any guarantee or indemnity of such indebtedness if an to the extent only (i) and (j) are not closed-out and/or called and consequently constitute Financial Indebtedness. Information Package means the document in the form approved by the Company concerning the Group which, was prepared at the Company’s request and on its behalf, approved by the Company and distributed by the Arranger before the Signature Date. Insolvency Event in relation to an entity means that the entity: (a) is dissolved (other than pursuant to a consolidation, amalgamation or merger);

10

(b) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(c) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary

insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

(d) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief

under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (c) above and:

(i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the

making of an order for its winding-up or liquidation; or (ii) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution

or presentation thereof;

(e) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(f) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator,

receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (c) above);

(g) has a secured party take possession of all or substantially all its assets or has a distress, execution,

attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

(h) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction,

has an analogous effect to any of the events specified in paragraphs (a) to (g) above; or (i) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of

the foregoing acts. Interest Period means, in relation to a Loan, each period determined in accordance with Clause 12 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 11.3 (Default interest). Interpolated Historic Screen Rate means, in relation to LIBOR for any Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between: (a) the most recent applicable Screen Rate for the longest period (for which that Screen Rate is available)

which is less than the Interest Period of that Loan; and

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(b) the most recent applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan,

each for dollars and each of which is as of a day which is no more than 3 days before the Quotation Day. Interpolated Screen Rate means, in relation to any Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between: (a) the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less

than the Interest Period of that Loan; and (b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which

exceeds the Interest Period of that Loan, each as of the Specified Time for dollars. JSE means the Johannesburg Stock Exchange, a licensed financial exchange in terms of the Financial Markets Act, 2012, as managed by JSE Limited, a public company duly incorporated in accordance with the laws of South Africa with registration number 2005/022939/06, or any other financial exchange which operates as a successor exchange to the Johannesburg Stock Exchange. JSE Listings Requirements means the listings requirements published by the JSE, as amended from time to time. Legal Reservations means: (a) the principle that equitable remedies may be granted or refused at the discretion of a court and the

limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

(b) the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume

liability for or indemnify a person against non-payment of UK stamp duty may be void and defences of set-off or counterclaim; and

(c) similar principles, rights and defences under the laws of any relevant jurisdiction; and (d) any other matters which are set out as qualification or reservations as to matters of law of general

application in the legal opinions delivered to the Agent under Clause 4.1 (Initial conditions precedent). Lender means: (a) the Original Lender; and (b) any bank, financial institution, trust, fund or other entity which has become a Party in accordance with

Clause 26 (Changes to the Lenders), which in each case has not ceased to be a Party in accordance with the terms of this Agreement. LIBOR means, in relation to any Loan: (a) the applicable Screen Rate as of the Specified Time for dollars and for a period equal in length to the

Interest Period of that Loan; or

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(b) as otherwise determined pursuant to Clause 13 (Changes to the calculation of interest), and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero. Limitation Acts means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984. LMA means the Loan Market Association. Loan means a loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan. Major Breach means a breach of any undertaking with respect to the Company only under any of Clause 24.1 (Authorisations), Clause 24.6 (Anti-corruption law and Sanctions), Clause 24.10 (Restrictions on merger), Clause 24.14 (Negative pledge), Clause 24.17 (Insurance), Clause 24.20 (Guarantors) and Clause 24.21 (Acquisition Documents). Major Default means with respect to the Company only, any circumstances constituting a Default under any of Clause 25.1 (Non-payment), Clause 25.3 (Other obligations) insofar as it relates to a Major Breach, Clause 25.4 (Misrepresentation) insofar as it relates to a Major Representation, Clause 25.6 (Insolvency), Clause 25.7 (Insolvency proceedings), Clause 25.8 (Creditors’ process), Clause 25.9 (Unlawfulness and invalidity) and Clause 25.14 (Repudiation and rescission of agreements). Major Representation means a representation or warranty with respect to the Company only under any of Clause 21.1 (Status) to Clause 21.5 (Validity and admissibility in evidence), Clause 21.7 (Insolvency) and Clause 21.17 (Anti-corruption law and Sanctions) and Clause 21.24 (Acquisition Documents, disclosure and other documents). Majority Lenders means a Lender or Lenders whose Commitments aggregate more than 66 2/3% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66 2/3% of the Total Commitments immediately prior to the reduction). Mandate Letter means the written mandate letter concluded between the Company, the Arranger and the Agent on or about 5 October 2015. Margin means the margin calculated in respect of each Month referred to in Column A in the table below using the rate equal to the percentage per annum referred to opposite to such Month in Column B in the table below:

Column A: Months from the Closing Date Column B: Margin (% per annum)

0-6 3.00

7-9 3.75

10-12 4.25

13-18 5.00

Material Adverse Effect means a material adverse effect on: (a) the business, operations, property or financial condition of the Group taken as a whole; or

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(b) the ability of the Obligors together to perform their financial or other obligations under the Finance Documents.

Material Company means any member of the Group (other than an Obligor and a Project Finance Subsidiary) which: (a) has EBITDA (determined on the same basis as Consolidated EBITDA) representing 5% or more of

Consolidated EBITDA (provided that any amounts attributable to Project Finance Subsidiaries shall be excluded from the calculation of Consolidated EBITDA); or

(b) has gross assets representing 10% or more of the gross assets of the Group (excluding assets of Project

Finance Subsidiaries) calculated on a consolidated basis. Compliance with the conditions set out in paragraph (a) and (b) above shall be determined by reference to the most recent Compliance Certificate supplied by the Company and/or the latest audited annual financial statements or unaudited half-yearly financial statements of that Subsidiary (consolidated in the case of a Subsidiary which itself has Subsidiaries) and the latest audited annual consolidated financial statements or unaudited half-yearly consolidated financial statements of the Company. Measurement Period has the meaning given to that term in Clause 23.1 (Financial Definitions). Month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that: (a) subject to paragraph (c) below if the numerically corresponding day is not a Business Day, that period

shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b) if there is no numerically corresponding day in the calendar month in which that period is to end, that

period shall end on the last Business Day in that calendar month; and (c) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end

on the last Business Day in the calendar month in which that Interest Period is to end. The above rules will only apply to the last Month of any period. New Lender has the meaning given to that term in Clause 26 (Changes to the Lenders). Non-Obligor means any person that is not an Obligor or a Project Finance Subsidiary. Non-Obligor Restricted Company means a Restricted Company that is not an Obligor. Non-Project Finance Group Member means any member of the Group other than a Project Finance Subsidiary. Notice of Amalgamation Meeting means a notice convening the meeting at which the shareholders of the Target will vote on the Acquisition, and includes any accompanying explanatory information, circular and other materials. Obligor means a Borrower or a Guarantor. Original Financial Statements means: (a) in relation to the Company, the audited consolidated financial statements of the Group for the Financial

Year ended 31 December 2014; and

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(b) in relation to each Original Obligor other than the Company, its audited financial statements for its

Financial Year ended 31 December 2014. Original Obligor means the Original Borrower or an Original Guarantor. Party means a party to this Agreement. Permitted Acquisition means: (a) the Acquisition; (b) the acquisition of the Bathopele, Siphumelele (including Khomanani), and Thembelani (including

Khuseleka) mining operations, two concentrating plants, an on-site chrome recovery plant, the Western Limb Tailings Retreatment Plant, associated surface infrastructure and related assets and liabilities (the Rustenburg Operations) from Rustenburg Platinum Mines Limited, a wholly owned subsidiary of Anglo American Platinum Limited for a purchase consideration comprising of an upfront payment of R1.5 billion and a minimum deferred payment of R3 billion to be made by the Group. At closing of the acquisition the Rustenburg Operations will be owned 74% by the Group and 26% by a consortium of Broad Based Black Economic Empowerment stakeholders; and

(c) any other acquisition which is not classified as a “Category 1 Transaction” of the Company in terms of

the JSE Listings Requirements. Permitted Disposal means any sale, lease, transfer or other disposal: (a) by a Restricted Company of any assets which are obsolete, redundant or no longer required for the

efficient operation of the business of such Restricted Company; (b) by a Restricted Company in the ordinary course of its day-to-day trading if that sale, lease, transfer or

other disposal is not otherwise restricted by a term of any Finance Document; (c) by an Obligor to another Obligor; (d) by a Restricted Company (other than an Obligor) to any other Restricted Company (other than an

Obligor); (e) by any Non-Project Finance Group Member to any Project Finance Subsidiary on arm’s length terms,

provided that the aggregate value of such disposal (whether in a single transaction or a series of transactions) together with all other disposals from all Non-Project Finance Group Members to all Project Finance Subsidiaries, does not:

(i) in respect of Burnstone, exceed ZAR1.8 billion over the term of the Facility; and (ii) in respect of other Project Finance Subsidiaries exceed 5% of Consolidated Tangible Net Worth

(as determined in accordance with the most recent Financial Statements) at any time over the term of the Facility;

(f) by a Restricted Company to a Non-Obligor on arm’s length terms, provided that the aggregate value of

such disposals (whether in a single transaction or a series of transactions) does not, in aggregate, exceed 15% (fifteen percent) of Consolidated Tangible Net Worth (as determined in accordance with the most recent Financial Statements) in any Financial Year and 25% (twenty five percent) of Consolidated Tangible Net Worth (as determined in accordance with the most recent Financial Statements) over the term of the Facility;

15

(g) of assets (other than shares or businesses) in exchange for other assets comparable or superior as to

type, value and quality; (h) of cash equivalent investments for cash or in exchange for other cash equivalent investments; (i) arising as a result of any Permitted Encumbrance; or (j) for which the Agent (acting on the instructions of the Majority Lenders) has given its prior written

consent. Permitted Encumbrance means: (a) any Encumbrance created prior to the Signature Date which:

(i) is disclosed in the Financial Statements of the Company delivered to the Agent prior to the Signature Date and

(ii) in all circumstances secures only indebtedness outstanding or a facility available at the Signature Date

if the principal amount or original facility thereby secured is not increased after the Signature Date; (b) any Encumbrance created prior to the Signature Date in favour of Opiconsivia Trading 305 (RF)

Proprietary Limited; (c) any netting or set-off arrangement entered into by any Restricted Company in the ordinary course of its

banking arrangements (which shall include, for the avoidance of doubt, those pursuant to hedging arrangements (which constitute Permitted Financial Indebtedness) in relation to gold, silver, copper and other commodity prices, foreign exchange rates and interest rates where such arrangements are entered into for the purposes of providing protection against fluctuation in such rates or prices in the ordinary course of business and not for speculative purposes), for the purpose of netting debit and credit balances;

(d) any lien arising by operation of law and in the ordinary course of trading and not by reason of any

default (whether in payments or otherwise) of any Restricted Company; (e) any Encumbrance or Quasi-Encumbrance over or affecting any asset acquired by a member of the

Group after the Signature Date if:

(i) the Encumbrance or Quasi-Encumbrance was not created in contemplation of the acquisition of that asset by a member of the Group;

(ii) the principal amount secured has not been increased in contemplation of, or since the acquisition

of that asset by a member of the Group; and (iii) the Encumbrance or Quasi-Encumbrance is removed or discharged within six Months from the

date of the acquisition of that asset, unless such Encumbrance is otherwise permitted to exist in terms of this definition;

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(f) any Encumbrance or Quasi-Encumbrance over or affecting any asset of any company which becomes a member of the Group after the Signature Date, where the Encumbrance or Quasi-Encumbrance is created prior to the date on which that company becomes a member of the Group, if:

(i) the Encumbrance or Quasi-Encumbrance was not created in contemplation of the acquisition of

that company; (ii) the principal amount secured has not increased in contemplation of or since the acquisition of

that company; and (iii) the Encumbrance or Quasi-Encumbrance is removed or discharged within six Months from the

date on which the relevant company became a member of the Group, unless such Encumbrance is otherwise permitted to exist in terms of this definition;

(g) any Encumbrance or Quasi-Encumbrance arising under any retention of title, hire purchase or

conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a member of the Group in the ordinary course of trading;

(h) any Encumbrance or Quasi-Encumbrance granted in respect of Financial Indebtedness incurred by a

Project Finance Subsidiary over assets of, or the shares in, or any debt or other obligations of, a Project Finance Subsidiary (or the shares in a Holding Company whose only assets are the shares in and claims against a Project Finance Subsidiary);

(i) any Encumbrances or Quasi-Encumbrance securing the indebtedness under the Franco-Nevada Loan

Agreement pursuant to the agreements in the form delivered to the Agent prior to the Signature Date or in a form no more onerous to the Obligors than the form delivered to the Agent;

(j) any Encumbrance or Quasi-Encumbrance resulting from the rules and regulations of any clearing

system or stock exchange over shares and/or other securities held in that clearing system or stock exchange;

(k) any Encumbrance or Quasi-Encumbrance arising as a result of a disposal which is a Permitted Disposal; (l) any Encumbrance or Quasi-Encumbrance arising as a consequence of any finance or capital lease

constituting Permitted Financial Indebtedness; (m) in respect of Encumbrances or Quasi-Encumbrances over or affecting any asset of any member of the

Group who is not a Restricted Company or a Project Finance Subsidiary; (n) any Encumbrance or Quasi-Encumbrance securing indebtedness the principal amount of which (when

aggregated with the principal amount of any other indebtedness which has the benefit of Encumbrance or Quasi-Encumbrance other than any permitted under paragraphs (a) to (m) above and paragraphs (o) to (s) below) does not exceed 5% (five percent) of Consolidated Tangible Net Worth (as determined in accordance with the most recent Financial Statements), as most recently measured before the creation of the Encumbrances or Quasi-Encumbrances, (or its equivalent in another currency) (but adjusted to include the net value of new assets acquired since the last date of the latest set of consolidated annual financial statements of the Group);

17

(o) any other Encumbrance or Quasi-Encumbrance as agreed by the Agent (acting on the instructions of the Majority Lenders) in writing;

(p) any Encumbrance arising pursuant to or permitted under the Finance Documents; (q) any Encumbrance in respect of any environmental bond which any member of the Group is required to

issue under any applicable environmental law; (r) any Encumbrance contemplated in paragraph (h) of the definition of “Permitted Financial Indebtedness”

provided that the value of the assets encumbered does not exceed US$50,000,000; or (s) any Encumbrance contemplated in paragraph (i) of the definition of “Permitted Financial Indebtedness”. Permitted Financial Indebtedness means any Financial Indebtedness: (a) arising under the Finance Documents; (b) arising under any environmental bond, rehabilitation bond or guarantee or any similar arrangement

which any member of the Group is required to issue under any applicable environmental law; (c) arising under any derivative transaction, in the ordinary course of business, which does not have the

commercial effect of borrowing, entered into in connection with protection against or benefit from fluctuation in any rate or price but not for speculative purposes (other than any amount which constitutes the marked to market value realised on such derivative transaction that has not been discharged within two Business Days of the date on which such amount arose, and other than any amount due as a result of the termination, close-out, restructure or refinancing of that derivate transaction that has not been discharged within two Business Days of the date on which such amount arose);

(d) of the Group existing and available on the Signature Date (including of any person that becomes a

member of the Group from time to time, provided that such Financial Indebtedness existed at the time that such person became a member of the Group and was not created in anticipation thereof);

(e) between Group companies to the extent incurred for the purpose of financing general corporate and

working capital requirements; (f) not falling within paragraphs (a), (b), (c), (d) or (e) above and (g) to (i) below provided that the aggregate

amount of all Financial Indebtedness (other than Financial Indebtedness of Obligors or Project Finance Subsidiaries) permitted under this paragraph (f) does not at the time of the incurral thereof exceed 7.5% (seven point five percent) of the Consolidated Tangible Net Worth (as determined in accordance with the most recent Financial Statements) (or its equivalent in another currency);

(g) created or incurred with the prior written consent of the Agent (acting on the instructions of the Majority

Lenders); (h) arising under or in connection with a guarantee, bond or escrow arrangement required as a confirmation

of certainty of funds available in connection with an offer made or to be made by a member of the Group to acquire shares in another person, provided that:

18

(i) such Permitted Financial Indebtedness is incurred by an Obligor; and (ii) prior to incurring such indebtedness the Company delivers a Compliance Certificate to the

Agent confirming that it will be in compliance with its obligations under Clause 23 (Financial Covenants) prior to and immediately post incurring such indebtedness;

(i) arising pursuant to a bank guarantee procured by any member of the Group in favour of Eskom required

by Eskom as a prerequisite to its continued provision of electricity to such Obligors. Project Finance Subsidiaries means: (a) Burnstone; (b) K2013164354 Proprietary Limited; and (c) any other company or other entity (excluding the Obligors):

(i) that since the Signature Date has not received Distributions, loans, assets or guarantees from any member of the Group which in aggregate together with Distributions, loans, assets and guarantees received by Project Finance Subsidiaries from any other Restricted Company, exceeds 5% (five percent) of Consolidated Tangible Net Worth at any time;

(ii) whose sole business is, and remains, the ownership, development, construction, refurbishment,

commissioning and/or operation of a project; and (iii) which, to the extent that such company or entity owes Financial Indebtedness to persons who

are not members of the Group, has no creditors in respect of such Financial Indebtedness which have recourse in respect of such Financial Indebtedness to any other member of the Group other than that company or entity other than by way of security over shares in or pursuant to obligations owing by such company or entity to other members of the Group.

Qualifying Lender has the meaning given to it in Clause 15 (Tax Gross Up and Indemnities). Quasi-Encumbrance means an arrangement or transaction under which: (a) an Obligor sells, transfers or otherwise disposes of any of its assets on terms whereby they are or may

be leased to or re-acquired by that or any other Obligor; (b) an Obligor sells, transfers or otherwise disposes of its receivables on recourse terms; or (c) money or the benefit of a bank account of an Obligor may be applied, set-off or made subject to a

combination of accounts to, against or with that of a person that is not an Obligor, or any other preferential agreement or arrangement to which an Obligor is a party having a similar effect to that described in paragraphs (a) to (c) above, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness. Quotation Day means, in relation to any period for which an interest rate is to be determined, two Business Days before the first day of that period unless market practice differs in the Relevant Interbank Market in which case the Quotation Day will be determined by the Agent in accordance with market practice in the Relevant Market (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days).

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Related Fund in relation to a fund (the first fund), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund. Relevant Market means the London interbank market. Repeating Representations means each of the representations set out in Clause 21 (Representations), other than Clause 21.7 (Insolvency), Clause 21.8 (No filing or stamp taxes), Clause 21.11 (No misleading information) and Clause 21.13 (No proceedings pending or threatened). Representative means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian. Resignation Letter means a letter substantially in the form set out in Schedule 8 (Form of Resignation Letter). Restricted Company means: (a) an Obligor; and (b) a Material Company. SARB Approval means the written approval of the Financial Surveillance Department of the South African Reserve Bank of the entry into and performance of the transactions contemplated in the Finance Documents by the Company and the Original Obligors. Selection Notice means a notice substantially in the form set out in Part II of Schedule 3 (Requests) given in accordance with Clause 12 (Interest Periods). Screen Rate means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for dollars for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page LIBOR01 or LIBOR02 of the Thomson Reuters screen or any replacement Thomson Reuters page which displays that rate or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Company and the Majority Lenders. Security means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect. Signature Date means the date of signature of this Agreement by the Party signing it last in time. Specified Time means a day or time determined in accordance with Schedule 11 (Timetables). Subsidiary means a “subsidiary” as defined in the Companies Act and shall include any person who would, but for not being a “company” under the Companies Act, qualify as a “subsidiary” as defined in the Companies Act.

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Substitute Affiliate Lender Designation Notice has the meaning given to it in paragraph (b) of Clause 26.10 (Lender Affiliates and Facility Office). Target means Aquarius Platinum Limited, an exempted company, incorporated and registered in Bermuda with company number 26290 whose registered office is at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. Target Group means, prior to the Acquisition the Target and its Subsidiaries, and after the Acquisition Sibanye Platinum Bermuda Proprietary Limited and its Subsidiaries. Target Shares means all of the issued shares in the capital of the Target. Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same). Termination Date, subject to Clause 6 (Extension of Termination Date), means the first anniversary of the Closing Date. Total Commitments means the aggregate of the Commitments, being US$300,000,000 at the Signature Date. Transaction Documents means: (a) the Finance Documents; and (b) the Acquisition Documents. Transfer Certificate means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Company. Transfer Date means, in relation to an assignment or a transfer, the later of: (a) the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate;

and (b) the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate. Unpaid Sum means any sum due and payable but unpaid by an Obligor under the Finance Documents. US means the United States of America. US Tax Obligor means: (a) a Borrower which is resident for tax purposes in the US; or (b) an Obligor some or all of whose payments under the Finance Documents are from sources within the

US for US federal income tax purposes. Utilisation means a utilisation of the Facility. Utilisation Date means the date of a Utilisation, being the date on which a Loan is to be made.

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Utilisation Request means a notice substantially in the form set out in Part 1 of Schedule 3 (Utilisation Request). VAT means: (a) any value added tax imposed in compliance with the Value added Tax Act, 1991; (b) any general service tax; and (c) any other tax of a similar nature. Vendors means the holders of Target Shares other than the Company and its Subsidiaries and the Target and its Subsidiaries.

1.2 Construction (a) Unless a contrary indication appears, any reference in this Agreement to:

(i) the Agent, the Arranger, any Finance Party, any Lender, any Obligor or any Party shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

(ii) assets includes present and future properties, revenues and rights of every description; (iii) a Finance Document or a Transaction Document or any other agreement or instrument is a reference

to that Finance Document or Transaction Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

(iv) a group of Lenders includes all the Lenders; (v) indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or

repayment of money, whether present or future, actual or contingent; (vi) a person includes any individual, firm, company, corporation, government, state or agency of a state or

any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

(vii) a regulation includes any regulation, rule, official directive, request or guideline (whether or not having

the force of law) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(viii) a provision of law is a reference to that provision as amended or re-enacted; and (ix) a time of day is a reference to London time.

(b) The determination of the extent to which a rate is for a period equal in length to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

(c) Section, Clause and Schedule headings are for ease of reference only. (d) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under

or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(e) A Default is continuing if it has not been remedied or waived.

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1.3 Currency symbols and definitions

(a) US$, USD and dollars denote the lawful currency of the United States of America. (b) ZAR denotes the lawful currency of the Republic of South Africa.

1.4 Third party rights

(a) Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the Third Parties Act) to enforce or to enjoy the benefit of any term of this Agreement.

(b) Subject to Clause 37.3(a) (Other exceptions) but otherwise notwithstanding any term of any Finance

Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

2. THE FACILITY 2.1 The Facility

Subject to the terms of this Agreement, the Lenders make available to the Borrowers a dollar bridge facility in an aggregate amount equal to the Total Commitments.

2.2 Finance Parties’ rights and obligations (a) The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to

perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b) The rights of each Finance Party under or in connection with the Finance Documents are separate and

independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.

(c) A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under

the Finance Documents. 3. PURPOSE 3.1 Purpose

Each Borrower shall apply all amounts borrowed by it under the Facility towards:

(a) in the case of the first Loan only, payment of the purchase price to the Vendors for the Target Shares under the Acquisition Documents; and

(b) in the case of any Loan, payment of the Acquisition Costs (other than periodic fees). 3.2 Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

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4. CONDITIONS OF UTILISATION 4.1 Initial conditions precedent (a) No Borrower may deliver a Utilisation Request unless the Agent has received all of the documents and other

evidence listed in Part 1 of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Company and the Lenders promptly upon being so satisfied.

(b) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent

gives the notification described in paragraph (a) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

4.2 Further conditions precedent

The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if: (a) on the date of the Utilisation Request and on the proposed Utilisation Date:

(i) no Default is continuing or would result from the proposed Loan; and (ii) the Repeating Representations to be made by each Obligor are true in all material respects; and

(b) on or before 11:00am on the proposed Utilisation Date, the Agent has received a certificate of the Company signed by its chief executive officer or its chief financial officer confirming that it will on the Closing Date apply funds drawn under the Existing Facility Agreements and the cash on its balance sheet to fund the Acquisition such that immediately following the application of such funds the Available Resources will be US$150,000,000 (or its equivalent) or less. In sub-paragraph (b), Available Resources means, at any time, an amount in US$ (or its equivalent) equal to:

A + (B – C) where: A = the aggregate available undrawn commitments under the Existing Facility Agreements at that time; B = the cash on balance sheet of the Company at that time; and C = US$75,000,000 (or its equivalent).

4.3 Maximum number of Loans

A Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation more than three Loans would be outstanding.

4.4 Utilisations during the Certain Funds Period

(a) Subject to Clause 4.1 (Initial conditions precedent), during the Certain Funds Period, the Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) in relation to a Certain Funds Utilisation if, on the date of the Utilisation Request and on the proposed Utilisation Date: (i) no Major Default is continuing or would result from the proposed Utilisation; and (ii) all the Major Representations are true in all material respects.

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(b) During the Certain Funds Period (save in circumstances where, pursuant to paragraph (a) above, a Lender is not obliged to comply with Clause 5.4 (Lenders’ participation) and subject as provided in Clause 8.1 (Illegality)), none of the Finance Parties shall be entitled to:

(i) cancel any of its Commitments to the extent to do so would prevent or limit the making of a

Certain Funds Utilisation; (ii) rescind, terminate or cancel this Agreement or any Facility or exercise any similar right or

remedy or make or enforce any claim under the Finance Documents it may have to the extent to do so would prevent or limit the making of a Certain Funds Utilisation;

(iii) refuse to participate in the making of a Certain Funds Utilisation; (iv) exercise any right of set-off or counterclaim in respect of a Utilisation to the extent to do so

would prevent or limit the making of a Certain Funds Utilisation; or (v) cancel, accelerate or cause repayment or prepayment of any amounts owing under this

Agreement or under any other Finance Document to the extent to do so would prevent or limit the making of a Certain Funds Utilisation,

provided that immediately upon the expiry of the Certain Funds Period all such rights, remedies and entitlements shall be available to the Finance Parties notwithstanding that they may not have been used or been available for use during the Certain Funds Period.

5. UTILISATION 5.1 Delivery of a Utilisation Request

A Borrower may utilise the Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time.

5.2 Completion of a Utilisation Request (a) Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i) the proposed Utilisation Date is a Business Day within the Availability Period; (ii) the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and (iii) the proposed Interest Period complies with Clause 12 (Interest Periods).

(b) Only one Loan may be requested in each Utilisation Request. 5.3 Currency and amount (a) The currency specified in a Utilisation Request must be dollars. (b) The amount of the proposed Loan must be an amount which is not more than the Available Facility and which

is a minimum of US$5,000,000 or, if less, the Available Facility.

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5.4 Lenders’ participation (a) If the conditions set out in this Agreement have been met and subject to Clause 7.1 (Repayment of Loans) each

Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office by no later than 2:30pm.

(b) The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available

Commitment to the Available Facility immediately prior to making the Loan. (c) The Agent shall notify each Lender of the amount of each Loan, the amount of its participation in that Loan and,

if different, the amount of that participation to be made available in accordance with Clause 31.1 (Payments to the Agent), in each case by the Specified Time.

5.5 Cancellation of Commitment

The Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period.

6. EXTENSION OF TERMINATION DATE (a) The Company may request that the Termination Date be extended by a period of six Months (the Extension) by

giving notice to the Agent (the Extension Notice) no more than 30 Business Days, and not less than 15 Business Days, before the Termination Date, provided that no Default has occurred or is continuing.

(b) Any request for an extension under this Clause is irrevocable. (c) The Company must pay to the Agent (for the account of each Lender) within five Business Days of the date of

the Extension Notice an extension fee of 0.75 per cent. of that Lender’s participation in the Loans then outstanding. The Extension shall become effective only if such extension fee is paid in full.

7. REPAYMENT 7.1 Repayment of Loans

Each Borrower which has drawn a Loan shall repay that Loan in full on the Termination Date.

8. ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION 8.1 Illegality

If, in any applicable jurisdiction, it becomes unlawful for any Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan or it becomes unlawful for any Affiliate of a Lender for that Lender to do so: (a) that Lender shall promptly notify the Agent upon becoming aware of that event; (b) upon the Agent notifying the Company, the Available Commitment of that Lender will be immediately

cancelled; and (c) each Borrower shall repay that Lender’s participation in the Loans made to that Borrower on the last

day of the Interest Period for each Loan occurring after the Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment shall be cancelled in the amount of the participations repaid.

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8.2 Voluntary cancellation

The Company may, if it gives the Agent not less than 5 Business Days’ prior notice, cancel the whole or any part (being a minimum amount of US$5,000,000 and in integral multiples of US$1,000,000 of the Available Facility). Any cancellation under this Clause 8.2 shall reduce the Commitments of the Lenders rateably under the Facility.

8.3 Voluntary prepayment of Utilisations

A Borrower to which a Utilisation has been made may, if it or the Company gives the Agent not less than 5 Business Days’ prior notice, prepay the whole or any part of a Utilisation (but if in part, being an amount that reduces the amount of the Utilisation by a minimum amount of US$5,000,000 and in integral multiples of US$1,000,000).

8.4 Right of cancellation and repayment in relation to a single Lender (a) If:

(i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 15.2 (Tax gross-up); or

(ii) any Lender claims indemnification from the Company or an Obligor under Clause 15.3 (Tax

indemnity) or Clause 16.1 (Increased costs), the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment(s) of that Lender and its intention to procure the repayment of that Lender’s participation in the Utilisations.

(b) On receipt of a notice referred to in Clause 8.4(a) above in relation to a Lender, the Commitment(s) of that Lender shall immediately be reduced to zero.

(c) On the last day of each Interest Period which ends after the Company has given notice under Clause 8.4(a) in

relation to a Lender (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Utilisation is outstanding shall repay that Lender’s participation in that Utilisation together with all interest and other amounts accrued under the Finance Documents.

9. MANDATORY PREPAYMENT AND CANCELLATION 9.1 Change of control (a) If any person or group of persons acting in concert gains control of the Company then the procedure referred to

in Clause 9.4 (General procedure in respect of specified prepayment events) shall be followed.

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(b) For the purpose of paragraph (a) above control means in relation to the Company: (i) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(A) cast, or control the casting of, more than:

I. if the shares are not listed, 50% (fifty percent); or II. for so long as the shares are listed, unless another person or group of persons

acting in concert has the power to cast or control the power of casting a higher percentage of such votes, 35% (thirty-five percent),

of the maximum number of votes that might be cast at a general meeting of the Company; or

(B) appoint or remove all, or the majority, of the directors or other equivalent officers of the Company; or

(ii) the holding beneficially and legally of more than 50% (fifty percent) of the issued ordinary share capital

of the Company; and:

(c) For the purpose of paragraph (a) above acting in concert means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition directly or indirectly of shares in the Company by any of them, either directly or indirectly, to obtain or consolidate control of the Company.

9.2 Non-Obligor Restricted Companies

(a) Cross Default

If: (i) any Financial Indebtedness of a Non- Obligor Restricted Company is not paid when due, or

where there is an applicable grace period, within the originally applicable grace period; (ii) any Financial Indebtedness of a Non- Obligor Restricted Company is declared to be or

otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described);

(iii) any commitment for any Financial Indebtedness of a Restricted Company is cancelled or

suspended by a creditor of such Restricted Company as a result of an event of default (however described); or

(iv) any creditor of a member of a Non- Obligor Restricted Company becomes entitled to declare

any Financial Indebtedness due and payable prior to its specified maturity as a result of an event of default (however described);

and the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness arising pursuant to paragraphs (i) to (iv) above exceeds an amount of US$15,000,000 (or its equivalent in another currency) then the Company shall comply with Clause 9.4 (General procedure in respect of specified prepayment events).

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(b) Insolvency

If: (i) any Non-Obligor Restricted Company is unable or admits inability to pay its debts as they fall

due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness;

(ii) the board of directors of a Non-Obligor Restricted Company adopts a resolution declaring that

relevant Restricted Company to be Financially Distressed (as defined in the Companies Act) or the board of that Restricted Company has not timeously delivered the written notice required in terms of section 129(7) of the Companies Act; or

(iii) a moratorium is declared or takes effect in respect of any indebtedness of any Non-Obligor

Restricted Company; then the Company shall comply with the provisions of Clause 9.4 (General procedure in respect of specified prepayment events).

(c) Insolvency Proceedings

If: (i) any corporate action, legal proceedings or other procedure or step is taken in relation to:

(A) the suspension of payments, the commencement of business rescue proceedings (whether by any Non-Obligor Restricted Company or by any other person under section 129 of the Companies Act or pursuant to an application by an “affected person” under section 131 of the Companies Act or by the court during any other proceedings in respect of any member of the Group), a moratorium of any Financial Indebtedness, liquidation, winding-up, dissolution, administration, judicial management, or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Non-Obligor Restricted Company;

(B) a composition, compromise, assignment or arrangement with any creditor of any Non-

Obligor Restricted Company; (C) the appointment of a liquidator, receiver, administrative receiver, administrator,

compulsory manager, judicial manager, business rescue practitioner or other similar officer in respect of any Non-Obligor Restricted Company; or

(D) enforcement of any Encumbrance over any assets of any Non-Obligor Restricted

Company, or any analogous procedure or step is taken in any jurisdiction and any such procedure or proceedings are not contested in good faith nor discharged within 30 (thirty) days (or such shorter period provided for contesting such procedure or proceedings under the laws of the relevant jurisdiction); or

(ii) a resolution is passed by the board of directors of a Non-Obligor Restricted Company,

application is made or an order is applied for or granted, to authorise the entry into or implementation of any business rescue proceedings (or any similar proceedings) in respect of any Non-Obligor Restricted Company or any analogous procedure or step is taken in any jurisdiction, then the Company shall comply with the provisions of Clause 9.4 (General procedure in respect of specified prepayment events).

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(d) Creditors’ Process

If the operation of an attachment, sequestration, distress or execution that affects a material part of the assets or revenues of a Non-Obligor Restricted Company arises and is not discharged within 21 days of such event occurring, then then the Company shall comply with the provisions of Clause 9.4 (General procedure in respect of specified prepayment events).

9.3 Guarantor Threshold Test

If, at any time:

(a) the Guarantor Threshold Test is not met; (b) at such time all EBITDA contributing wholly-owned Subsidiaries of the Company are or have become

Guarantors; and (c) the Company has failed, after using all reasonable endeavours, to procure that such number of non-wholly-

owned Subsidiaries as is required to meet the Guarantor Threshold Test, have bound themselves as Additional Guarantors in accordance with the procedure set out in Clause 27.4 (Additional Guarantors) within 30 days of the Compliance Certificate showing that the Guarantor Threshold Test has not been met,


9.4 General procedure in respect of specified prepayment events

If any of the events specified in Clause 9.1 (Change of control), Clause 9.2 (Non-Obligor Restricted Companies) or Clause 9.3 (Guarantor Threshold Test) occurs, then: (a) the Company shall promptly notify the Agent upon becoming aware of that event; (b) the Company shall enter into negotiations with the Lenders for a period of not more than 60 days from

the date of the notice referred to in paragraph (a) above, with a view to agreeing terms and conditions acceptable to the Company and all of the Lenders for the continuation of the Facility;

(c) during the negotiation period referred to in paragraph (b) above, a Lender shall not be obliged to fund

a Utilisation; and (d) if an agreement is not reached during the negotiation period referred to in paragraph (b) above, and if

a Lender so requires and notifies the Agent after the negotiation period referred to in paragraph (b) above, the Agent shall, by not less than 30 days’ notice to the Company, cancel the Commitment of that Lender and declare the participation of that Lender in all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents due and payable, in which case the Commitment of that Lender will be cancelled and that Lender’s participation in all such outstanding Loans together with accrued interest and all other amounts accrued under the Finance Documents will become due and payable on the date set out in the relevant notice.

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9.5 Sanctions

(a) If :

(i) a misrepresentation occurs in respect of the representations contained in Clause 21.17 (Anti-corruption law and Sanctions); or

(ii) a breach of the undertakings contained in Clause 24.6 (Anti-corruption law and Sanctions)

occurs, each Obligor shall notify the Agent promptly upon becoming aware of that event (unless that Obligor is aware that a notification has already been provided by another Obligor).

(b) If any event contemplated by paragraph (a) occurs, the following shall apply:

(i) upon the Agent receiving a notice from an Obligor under paragraph (a) or a similar notice from any Finance Party, it shall notify the Lenders as soon as reasonably practicable;

(ii) a Lender shall not be obliged to fund any Utilisation; and (iii) if a Lender so requires and notifies the Agent, the Agent shall, by not less than 10 days’ notice

to the Company, cancel the Commitment of that Lender and declare the participation of that Lender in all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents due and payable, in which case the Commitment of that Lender will be cancelled and that Lender’s participation in all such outstanding Loans together with accrued interest and all other amounts accrued under the Finance Documents will become due and payable on the date set out in the relevant notice.

9.6 Disposal, Insurance and Funding Proceeds

(a) For the purpose of this Clause 9.6:

Disposal means a sale, lease, licence, transfer, loan or other disposal by a person of any asset, undertaking or business (whether by a voluntary or involuntary single transaction or series of transactions). Disposal Proceeds means the consideration received by any member of the Group (including any amount received in repayment of intercompany debt and any non-cash proceeds which have been converted into cash but excluding any funds held in escrow until such escrow conditions have been satisfied) for any Disposal made by any member of the Group except for Excluded Disposal Proceeds and including any compensation or consideration received as a result of the occurrence of any expropriation or analogous event which does not constitute an Event of Default. Excluded Disposal Proceeds means: (i) any non-cash proceeds prior to their conversion into cash; and (ii) the initial US$50,000,000 or its equivalent of the aggregate Net Disposal Proceeds in respect

of all Disposals to take place following the Closing Date.

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Excluded Insurance Proceeds means any proceeds of an insurance claim which: (i) the Company (in a letter signed by the Chief Financial Officer and one other Director of the

Company) notifies to the Agent within six Months of receipt of the proceeds are, or are to be, applied within 24 Months of receipt of the proceeds in the replacement, reinstatement and/or repair of the assets or otherwise in amelioration of the loss in respect of which the relevant insurance claim was made; and

(ii) are so applied in accordance with sub-paragraph (i) above within the relevant 24 Month period. Funding Proceeds means the proceeds received by any member of the Group in excess of US$15,000,000 or its equivalent from any funding (whether debt or equity) raised by it after the Signature Date. Insurance Proceeds means the proceeds of any insurance claim received by any member of the Group under any insurance maintained by it except for Excluded Insurance Proceeds. Net Disposal Proceeds means Disposal Proceeds after deducting: (i) any Financial Indebtedness incurred for the purpose of acquiring the relevant asset and which

is required to be repaid from the disposal proceeds of that asset; (ii) any reasonable expenses which are incurred by any member of the Group with respect to that

Disposal to persons who are not members of the Group; and (iii) any Tax incurred and required to be paid by any member of the Group in connection with that

Disposal (as reasonably determined by such member of the Group, on the basis of existing rates and taking account of any available credit, deduction or allowance).

Net Funding Proceeds means Funding Proceeds less: (i) any reasonable expenses which are incurred by any member of the Group with respect to those

Funding Proceeds; and (ii) any Tax incurred and required to be paid by any member of the Group in connection with those

Funding Proceeds. Net Insurance Proceeds means Insurance Proceeds after deducting any reasonable expenses in relation to that claim which are incurred by any member of the Group to persons who are not members of the Group.

(b) Subject to paragraph (d) below in respect of Net Disposal Proceeds, the Company shall ensure that the Borrowers prepay Utilisations in amounts equal to the following amounts at the times and in the order of application contemplated by paragraph (c) below :

(i) the amount of Net Funding Proceeds; (ii) the amount of Net Disposal Proceeds; and (iii) the amount of Net Insurance Proceeds.

(c) (i) Subject to sub-paragraphs (ii) and (iii) below, a prepayment of Utilisations made under this Clause 9.6 shall be made promptly upon release of the relevant Net Funding Proceeds, Net Disposal Proceeds or Net Insurance Proceeds.

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(ii) Notwithstanding sub-paragraph (i) above, the Company may elect that any prepayment under this Clause 9.6 be applied in prepayment of a Loan on the last day of the Interest Period relating to that Loan. If the Company makes that election then a proportion of the Loan equal to the amount of the relevant prepayment will be due and payable on the last day of its Interest Period.

(iii) If the Company has made an election under sub-paragraph (ii) above but a Default has occurred

and is continuing, that election shall no longer apply and a proportion of the Loan in respect of which the election was made equal to the amount of the relevant prepayment shall be immediately due and payable (unless the Majority Lenders otherwise agree in writing).

(d) Notwithstanding paragraph (b) above, if the Company sends to the Agent a certificate signed by the

chief financial officer and any other director of the Company showing that the ratio of Consolidated Net Borrowings to Consolidated EBITDA on a proforma basis as a result of the Disposal in respect of the most recent Measurement Period is:

(i) between 1.5:1 and 1:0, then only 50% of the Net Disposal Proceeds needs to be applied in

prepayment of the Loans; or (ii) is less than 1:0, then none of the Net Disposal Proceeds needs to be applied in prepayment of

the Loans.

9.7 SARB Approval

If the Company does not deliver the SARB Approval to the Agent, in a form and substance acceptable to the Agent, on or before 15 November 2015, the Commitments of all Lenders under the Facility will be automatically cancelled at 11:59 p.m. on that date.

10. RESTRICTIONS

10.1 Notices of cancellation or prepayment

Any notice of cancellation, prepayment, authorisation or other election given by any Party under Clause 8 (Illegality, Voluntary Prepayment and Cancellation) or Clause 9 (Mandatory Prepayment and Cancellation) shall (subject to the terms of those Clauses) be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.

10.2 Interest and other amounts

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

10.3 No reborrowing of the Facility

No Borrower may reborrow any part of the Facility which is prepaid or repaid.

10.4 Prepayment in accordance with Agreement

No Borrower shall repay or prepay all or any part of the Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

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10.5 No reinstatement of Commitments

No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

10.6 Agent’s receipt of notices

If the Agent receives a notice under Clause 8 (Illegality, Voluntary Prepayment and Cancellation) or Clause 9 (Mandatory Prepayment and Cancellation), it shall promptly forward a copy of that notice or election to either the Company or the affected Lender, as appropriate.

10.7 Application of prepayments

Any prepayment of a Utilisation under Clause 8.3 (Voluntary prepayment of Utilisations) or Clause 9.6 (Disposal, Insurance and Funding Proceeds) shall be applied pro rata to each Lender’s participation in that Utilisation.

11. INTEREST 11.1 Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable: (a) Margin; and (b) LIBOR.

11.2 Payment of interest

The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period (and, if the Interest Period is longer than six Months, on the dates falling at six monthly intervals after the first day of the Interest Period).

11.3 Default interest (a) If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall

accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below is 2% per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 11.3 shall be immediately payable by the Obligor on demand by the Agent.

(b) If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day

of an Interest Period relating to that Loan:

(i) the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

(ii) the rate of interest applying to the overdue amount during that first Interest Period shall be 2% per

annum higher than the rate which would have applied if the overdue amount had not become due.

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(c) Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

11.4 Notification of rates of interest (a) The Agent shall promptly notify the Lenders and the relevant Borrower of the determination of a rate of interest

under this Agreement. (b) The Agent shall promptly notify the relevant Borrower of each Funding Rate relating to a Loan. 12. INTEREST PERIODS 12.1 Selection of Interest Periods (a) A Borrower (or the Company on behalf of a Borrower) may select an Interest Period for a Loan in the Utilisation

Request for that Loan or (if the Loan has already been borrowed) in a Selection Notice. (b) Each Selection Notice for a Loan is irrevocable and must be delivered to the Agent by the Borrower (or the

Company on behalf of the Borrower) to which that Loan was made not later than the Specified Time. (c) If a Borrower (or the Company) fails to deliver a Selection Notice to the Agent in accordance with paragraph

(b) above, the relevant Interest Period will be one Month. (d) Subject to this Clause 12, a Borrower (or the Company) may select an Interest Period of one, three or six Months

or any other period agreed between the Company, the Agent and all the Lenders. (e) An Interest Period for a Loan shall not extend beyond the Termination Date. (f) Each Interest Period for a Loan shall start on the Utilisation Date or (if already made) on the last day of its

preceding Interest Period. 12.2 Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

13. CHANGES TO THE CALCULATION OF INTEREST 13.1 Unavailability of Screen Rate (a) Interpolated Screen Rate

If no Screen Rate is available for LIBOR for the Interest Period of a Loan, the applicable LIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of that Loan.

(b) Shortened Interest Period

If no Screen Rate is available for LIBOR for:

(i) dollars; or

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(ii) the Interest Period of a Loan and it is not possible to calculate the Interpolated Screen Rate,

the Interest Period of that Loan shall (if it is longer than the applicable Fallback Interest Period) be shortened to the applicable Fallback Interest Period and the applicable LIBOR for that shortened Interest Period shall be determined pursuant to the definition of LIBOR.

(c) Shortened Interest Period and Historic Screen Rate

If the Interest Period of a Loan is, after giving effect to paragraph (b) above, either the applicable Fallback Interest Period or shorter than the applicable Fallback Interest Period and, in either case, no Screen Rate is available for LIBOR for:

(i) dollar; or (ii) the Interest Period of that Loan and it is not possible to calculate the Interpolated Screen Rate,

the applicable LIBOR shall be the Historic Screen Rate for that Loan.

(d) Shortened Interest Period and Interpolated Historic Screen Rate

If paragraph (c) above applies but no Historic Screen Rate is available for the Interest Period of the Loan, the applicable LIBOR shall be the Interpolated Historic Screen Rate for a period equal in length to the Interest Period of that Loan.

(e) Cost of funds

If paragraph (d) above applies but it is not possible to calculate the Interpolated Historic Screen Rate, the Interest Period of that Loan shall, if it has been shortened pursuant to paragraph (b) above, revert to its previous length and there shall be no LIBOR for that Loan and Clause 13.3 (Cost of funds) shall apply to that Loan for that Interest Period.

13.2 Market disruption

If before close of business in London on the Quotation Day for the relevant Interest Period the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 35% of that Loan) that the cost to it of funding its participation in that Loan from the wholesale market for dollars would be in excess of LIBOR then Clause 13.3 (Cost of funds) shall apply to that Loan for the relevant Interest Period.

13.3 Cost of funds (a) If this Clause 13.3 applies, the rate of interest on each Lender’s share of the relevant Loan for the relevant

Interest Period shall be the percentage rate per annum which is the sum of:

(i) the Margin; and (ii) the rate notified to the Agent by that Lender as soon as practicable and in any event by close of business

on the date falling two Business Days after the Quotation Day (or, if earlier, on the date falling five Business Days prior to the date on which interest is due to be paid in respect of that Interest Period), to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select.

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(b) If this Clause 13.3 applies and the Agent or the Company so requires, the Agent and the Company shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest.

(c) Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and

the Company, be binding on all Parties. 13.4 Break Costs (a) Each Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its

Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

(b) Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate

confirming the amount of its Break Costs for any Interest Period in which they accrue. 14. FEES 14.1 Ticking fee (a) The Company shall pay, or shall procure that an Obligor shall pay to the Agent (for the account of each Lender)

a fee computed at a rate equal to the percentage per annum set out in Column B in the table below on that Lender’s Available Commitment for the period set out opposite such rate in Column A in the table below:

Column A: period Column B: rate (% per annum)

First Month from the Signature Date 0.50

Second Month from the Signature Date 0.75

Thereafter to (and including) the earlier of: (a) the date on which the Facility has been utilised in full and (b)the date on which the Total Commitments have beencancelled in full

1.05

(b) The ticking fee shall be calculated on a day to day basis and is payable on the date falling one Month from the

Signature Date, the date falling two Months from the Signature Date, the last day of each successive period of three Months, on the date on which the Facility has been utilised in full and, if cancelled in full, on the cancelled amount of each Lender’s Commitment at the time the cancellation is effective, provided that, if the due date for payment of the ticking fee would otherwise fall on a date prior to the date on which the Company has obtained the SARB Approval, the due date for the payment of the ticking fee shall be deferred until the date on which the SARB Approval has been obtained.

14.2 Upfront fee

The Company shall pay to the Arranger an upfront fee in the amount and at the times agreed in a Fee Letter.

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14.3 Agency fee

The Company shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

14.4 Duration fee (a) The Company shall, or the Company shall procure that an Obligor shall pay to the Agent (for the account of

each Lender) a duration fee of:

(i) 0.25% of the total outstanding Loans on the date falling three Months from the Closing Date; and (ii) 0.50% of the total outstanding Loans on the date falling six Months from the Closing Date.

(b) The duration fee referred to in paragraph (a) above shall be paid by the Agent to the Lenders pro rata to each Lender's participation in the total outstanding Loans from time to time.

15. TAX GROSS UP AND INDEMNITIES 15.1 Definitions (a) In this Agreement:

Income Tax Act means the Income Tax Act, 1962 of South Africa. Protected Party means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document. Qualifying Lender means a Lender which is beneficially entitled to interest as defined in section 24J(1) of the Income Tax Act) payable to that Lender in respect of an advance under a Finance Document and is:

(i) a Lender which is tax resident in South Africa; (ii) a Lender which is not tax resident in South Africa if:

(A) such advance in respect of which that interest is paid is effectively connected with or attributable to a permanent establishment of that Lender in South Africa;

(B) that Lender is registered as a taxpayer in terms of Chapter 3 of the Tax Administration

Act, 2011 of South Africa; and (C) that Lender has by the due date for payment of that interest submitted to the Borrower

a declaration (a Tax Declaration) in such form as may be prescribed by the Commissioner for the South African Revenue Service pursuant to section 50E(2) of the Income Tax Act that that Lender is, in terms of section 50D(3) of the Income Tax Act, exempt from the withholding tax on interest in respect of that payment; or



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Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction. Tax Payment means either the increase in a payment made by an Obligor to a Finance Party under Clause 15.2 (Tax gross-up) or a payment under Clause 15.3 (Tax indemnity). Treaty Lender means a Lender which: (i) is treated as a resident of a Treaty State for the purposes of a Treaty;

(ii) does not carry on a business in South Africa through a permanent establishment with which that Lender’s participation in the Loan is effectively connected; and

(iii) otherwise qualifies under the terms of a Treaty for full exemption from tax imposed by South Africa on

interest.

Treaty State means a jurisdiction having a double taxation agreement (a Treaty) with South Africa which makes provision for full exemption from Tax imposed by South Africa on interest.

(b) Unless a contrary indication appears, in this Clause 15 a reference to determines or determined means a determination made in the absolute discretion of the person making the determination.

15.2 Tax gross-up (a) Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is

required by law. (b) The Company shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there

is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Company and that Obligor.

(c) If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that

Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d) A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax

imposed by South Africa, if on the date on which the payment falls due:

(i) the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or

(ii) the relevant Lender is a Qualifying Lender solely by virtue of paragraph (ii) of the definition of

Qualifying Lender and the relevant Lender has not given a Tax Declaration to the Borrower by the due date for the relevant interest payment; or

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(iii) the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below.

(e) If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment

required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(f) Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax

Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(g) A Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-

operate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.

15.3 Tax indemnity (a) The Company shall (within three Business Days of demand by the Agent) pay to a Protected Party an amount

equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

(b) Paragraph (a) above shall not apply:

(i) with respect to any Tax assessed on a Finance Party under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

(ii) to the extent a loss, liability or cost:

(A) is compensated for by an increased payment under Clause 15.2 (Tax gross-up); or (B) would have been compensated for by an increased payment under Clause 15.2 (Tax

gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 15.2 (Tax gross-up) applied.

(c) Clause 15.3(a) does not apply to the extent a loss, liability or cost relates to a FATCA Deduction

required to be made by a Party.

(d) A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Company.

(e) A Protected Party shall, on receiving a payment from an Obligor under this Clause 15.3, notify the Agent.

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15.4 Tax Credit (a) If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

(i) a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and

(ii) that Finance Party has obtained and utilised that Tax Credit, the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

(b) Each Finance Party and each of its affiliates have sole and absolute discretion as to how they organise their respective Tax affairs and none of them are under any obligation to utilise any amount of the Tax Payment as a Tax Credit.

(c) Each Finance Party and each of its affiliates have no obligation to disclose any information whatsoever regarding

their Tax affairs to any other Party. 15.5 Lender status confirmation (a) Each Lender which becomes a Party to this Agreement after the Signature Date shall indicate, in the Transfer

Certificate, Assignment Agreement, Increase Confirmation or Substitute Affiliate Lender Designation Notice which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in:

(i) not a Qualifying Lender; (ii) a Qualifying Lender (other than a Treaty Lender); or (iii) a Treaty Lender.

(b) If a New Lender, Increase Lender, Replacement Lender or Substitute Affiliate Lender fails to indicate its status in accordance with this Clause 15.5 then such New Lender, Increase Lender, Replacement Lender or Substitute Affiliate Lender (as the case may be) shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Company). For the avoidance of doubt, a Transfer Certificate, Assignment Agreement, Increase Confirmation or Substitute Affiliate Lender Designation Notice shall not be invalidated by any failure of a Lender to comply with this Clause 15.5.

15.6 Stamp taxes

The Company shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

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15.7 VAT (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in

whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party).

(b) If VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party other than the Recipient (the Relevant Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the

Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the

Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or

expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

(d) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably

requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

15.8 FATCA Information (a) Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by another

Party:

(i) confirm to that other Party whether it is:

(A) a FATCA Exempt Party; or (B) not a FATCA Exempt Party;

(ii) supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and

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(iii) supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party’s compliance with any other law, regulation, or exchange of information regime.

(b) If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it

subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

(c) Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph (a)(iii) above shall not

oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i) any law or regulation; (ii) any fiduciary duty; or (iii) any duty of confidentiality.

(d) If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraph (a)(i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

(e) If a Borrower is a US Tax Obligor or the Agent reasonably believes that its obligations under FATCA or any

other applicable law or regulation require it, each Lender shall, within ten Business Days of:

(i) where the Original Borrower is a US Tax Obligor and the relevant Lender is the Original Lender, the Signature Date;

(ii) where a Borrower is a US Tax Obligor on a Transfer Date and the relevant Lender is a New Lender, the

relevant Transfer Date; (iii) the date a new US Tax Obligor accedes as a Borrower; or (iv) where a Borrower is not a US Tax Obligor, the date of a request from the Agent,

supply to the Agent: (i) a withholding certificate on Form W-8, Form W-9 or any other relevant form; or

(ii) any withholding statement or other document, authorisation or waiver as the Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation.

(f) The Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver

it receives from a Lender pursuant to paragraph (e) above to the relevant Borrower. (g) If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Agent

by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Agent). The Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the relevant Borrower.

(h) The Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver

it receives from a Lender pursuant to paragraph (e) or (g) above without further verification. The Agent shall not be liable for any action taken by it under or in connection with paragraphs (e), (f) or (g) above.

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15.9 FATCA Deduction (a) Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in

connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b) Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any

change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Company and the Agent and the Agent shall notify the other Finance Parties.

16. INCREASED COSTS 16.1 Increased costs (a) Subject to Clause 16.3 (Exceptions) the Company shall, within three Business Days of a demand by the Agent,

pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the Signature Date or (iii) the implementation or application or compliance with Basel III or CRD IV or any other law or regulation which implements Basel III or CRD IV (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

(b) In this Agreement Increased Costs means:

(i) a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;

(ii) an additional or increased cost; or (iii) a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

16.2 Increased cost claims (a) A Finance Party intending to make a claim pursuant to Clause 16.1 (Increased costs) shall notify the Agent of

the event giving rise to the claim, following which the Agent shall promptly notify the Company. (b) Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming

the amount of its Increased Costs.

(c) Each Finance Party providing a certificate in terms of paragraph (b) above, is not required to disclose any information it deems to be confidential or commercially sensitive.

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16.3 Exceptions (a) Clause 16.1 (Increased costs) does not apply to the extent any Increased Cost is:

(i) attributable to a Tax Deduction required by law to be made by an Obligor; (ii) attributable to a FATCA Deduction required to be made by a Party; (iii) compensated for by Clause 15.3 (Tax indemnity) (or would have been compensated for under Clause

15.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 15.3 (Tax indemnity) applied); or

(iv) attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation; (v) attributable to the implementation or application of or compliance with the “International Convergence

of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the Signature Date (but excluding any Increased Costs arising out of Basel III or CRD IV or any other law or regulation which implements Basel III or CRD IV (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates)).

(b) In this Clause 16.3, a reference to:

(i) a Tax Deduction has the same meaning given to that term in Clause 15.1 (Definitions); (ii) Basel III means:

(A) the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

(B) the rules for global systemically important banks contained in “Global systemically

important banks: assessment methodology and the additional loss absorbency requirement – Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(C) any further guidance or standards published by the Basel Committee on Banking

Supervision relating to “Basel III”.”

(iii) CRD IV means:

(A) Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms; and

(B) Directive 2013/36/EU of the European Parliament and the Council of 26 June 2013 on

access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms.

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17. OTHER INDEMNITIES 17.1 Currency indemnity (a) If any sum due from an Obligor under the Finance Documents (a Sum), or any order, judgment or award given

or made in relation to a Sum, has to be converted from the currency (the First Currency) in which that Sum is payable into another currency (the Second Currency) for the purpose of:

(i) making or filing a claim or proof against that Obligor; (ii) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration

proceedings,

that Obligor shall as an independent obligation, within three Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b) Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

17.2 Other indemnities

The Company shall (or shall procure that an Obligor will), within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of: (a) the occurrence of any Event of Default; (b) a failure by an Obligor to pay any amount due under a Finance Document on its due date, including

without limitation, any cost, loss or liability arising as a result of Clause 30 (Sharing among the Finance Parties);

(c) funding, or making arrangements to fund, its participation in a Loan requested by a Borrower in a

Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or

(d) a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by a

Borrower or the Company.

17.3 Indemnity to the Agent

The Company shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of: (a) investigating any event which it reasonably believes is a Default; (b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct

and appropriately authorised; or (c) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as

permitted under this Agreement.

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17.4 Acquisition indemnity

The Company shall promptly indemnify each Finance Party, each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate, against any cost, loss or liability incurred by that Finance Party or its Affiliate (or officer or employee of that Finance Party or Affiliate) in connection with or arising out of the Acquisition or the funding of the Acquisition (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the Acquisition), unless such loss or liability is caused by the gross negligence or wilful misconduct of that Finance Party or its Affiliate (or employee or officer of that Finance Party or Affiliate). Any Affiliate or any officer or employee of a Finance Party or its Affiliate may rely on this Clause 17.4.

18. MITIGATION BY THE LENDERS 18.1 Mitigation (a) Each Finance Party shall, in consultation with the Company, take all reasonable steps to mitigate any

circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 8.1 (Illegality), Clause 15 (Tax Gross Up and Indemnities) or Clause 16 (Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b) Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents. 18.2 Limitation of liability (a) The Company shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by

that Finance Party as a result of steps taken by it under Clause 18.1 (Mitigation). (b) A Finance Party is not obliged to take any steps under Clause 18.1 (Mitigation) if, in the opinion of that Finance

Party (acting reasonably), to do so might be prejudicial to it. 19. COSTS AND EXPENSES 19.1 Transaction expenses

The Company shall promptly on demand pay any Finance Party the amount of all costs and expenses (including legal fees subject to any agreed cap) reasonably incurred by such Finance Party in connection with the negotiation, preparation, printing, execution and syndication of: (a) this Agreement and any other documents referred to in this Agreement; and (b) any other Finance Documents executed after the Signature Date.

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19.2 Amendment costs

If: (a) an Obligor requests an amendment, waiver or consent; or (b) an amendment is required pursuant to Clause 31.10 (Change of currency), the Company shall, within three Business Days of demand, reimburse the Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.

19.3 Enforcement costs

The Company shall, within three Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

20. GUARANTEE AND INDEMNITY 20.1 Guarantee and indemnity

Each Guarantor irrevocably and unconditionally jointly and severally: (a) guarantees to each Finance Party punctual performance by each Borrower of all that Borrower’s

obligations under the Finance Documents; (b) undertakes with each Finance Party that whenever a Borrower does not pay any amount when due under

or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and

(c) agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable,

invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 20 if the amount claimed had been recoverable on the basis of a guarantee.

20.2 Continuing guarantee

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

20.3 Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Clause 20 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

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20.4 Waiver of defences

The obligations of each Guarantor under this Clause 20 will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 20 (without limitation and whether or not known to it or any Finance Party) including: (a) any time, waiver or consent granted to, or composition with, any Obligor or other person; (b) the release of any other Obligor or any other person under the terms of any composition or arrangement

with any creditor of any member of the Group; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take

up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members

or status of an Obligor or any other person; (e) any amendment, novation, supplement, extension, restatement (however fundamental and whether or

not more onerous) or replacement of any Finance Document or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

(f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance

Document or any other document or security; or (g) any insolvency or similar proceedings.

20.5 Immediate recourse

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 20. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

20.6 Appropriations

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may: (a) refrain from applying or enforcing any other moneys, security or rights held or received by that Finance

Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

(b) hold in an interest-bearing suspense account any moneys received from any Guarantor or on account

of any Guarantor’s liability under this Clause 20.

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20.7 Deferral of Guarantors’ rights

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 20: (a) to be indemnified by an Obligor; (b) to claim any contribution from any other guarantor of any Obligor’s obligations under the Finance

Documents; (c) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights

of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;

(d) to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform

any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 20.1 (Guarantee and indemnity);

(e) to exercise any right of set-off against any Obligor; and/or (f) to claim or prove as a creditor of any Obligor in competition with any Finance Party. If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Finance Parties and shall promptly pay or transfer the same to the Agent or as the Agent may direct for application in accordance with Clause 31 (Payment Mechanics).

20.8 Release of Guarantors’ right of contribution

If any Guarantor (a Retiring Guarantor) ceases to be a Guarantor in accordance with the terms of the Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor: (a) that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or

future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents; and

(b) each other Guarantor waives any rights it may have by reason of the performance of its obligations

under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under any Finance Document or of any other security taken pursuant to, or in connection with, any Finance Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor.

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20.9 Additional security


21. REPRESENTATIONS

Each Obligor makes the representations and warranties in respect of itself and, where expressly provided, each Restricted Company or Subsidiary (as the case may be), set out in this Clause 21 to each Finance Party on the Signature Date.

21.1 Status (a) Each Restricted Company is a limited liability company, duly incorporated and validly existing under the law

of its jurisdiction of incorporation. (b) Each Restricted Company has the power to own its assets and carry on its business as it is being conducted. 21.2 Binding obligations

The obligations expressed to be assumed by each Obligor in each Transaction Document are, subject to any general principles of law limiting its obligations which are specifically referred to in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation) or Clause 27 (Changes to the Obligors), legal, valid, binding and enforceable obligations.

21.3 Non-conflict with other obligations

The entry into and performance by each Obligor of, and the transactions contemplated by, the Transaction Documents do not and will not conflict with: (a) any law or regulation applicable to it; (b) its constitutional documents; or (c) any material agreement or instrument binding upon it or any of its assets.

21.4 Power and authority

Each Obligor has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Transaction Documents to which it is a party and the transactions contemplated by those Transaction Documents.

21.5 Validity and admissibility in evidence

All Authorisations required or desirable: (a) to enable each Obligor lawfully to enter into, exercise its rights and comply with its obligations in the

Transaction Documents to which it is a party; and (b) for the validity or enforceability of any Transaction Document to which each Obligor is a party or to

make the Transaction Documents to which it is a party admissible in evidence in its jurisdiction of incorporation, have been obtained or effected and are in full force and effect including, without limitation, any authorisation required from the South African Reserve Bank.

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21.6 Governing law and enforcement (a) The choice of law specified as the governing law of the Finance Documents to which each Obligor is a party

will be recognised and enforced in its jurisdiction of incorporation. (b) Any judgment obtained in relation to a Finance Document in the jurisdiction of the governing law of that

Finance Document will be recognised and enforced in its jurisdiction of incorporation subject to Legal Reservations.

21.7 Insolvency (a) No Restricted Company has taken any corporate action, nor have any legal proceedings or creditors’ process

been started or (to the best of its knowledge and belief) threatened against it, for its winding-up, dissolution or business rescue, or for the appointment of a liquidator, business rescue practitioner or similar officer of it or of its assets.

(b) No Restricted Company is “financially distressed” (as defined in the Companies Act), to the extent that

Applicable Inter-company Loans are excluded from the calculation of the fair value of such Restricted Company’s liabilities.

21.8 No filing or stamp taxes

Except to the extent set out in any legal opinion provided pursuant to the Transaction Documents, under the law of its jurisdiction of incorporation it is not necessary that the Transaction Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Transaction Documents or the transactions contemplated by the Transaction Documents.

21.9 No deduction of Tax

As at the Signature Date, it is not required to make any deduction for or on account of tax from any payment it may make under any Finance Document, other than the withholding tax on interest income required to be withheld from interest income payable by South African tax residents to non-Qualifying Lenders.

21.10 No default (a) As at the Signature Date and the first Utilisation Date, no Default is continuing or might reasonably be expected

to result from the entry into of, or the performance of any transaction contemplated by, the Transaction Documents nor from its making use of any Utilisation.

(b) As at any date falling after the first Utilisation Date, no Event of Default is continuing or might reasonably be

expected to result from the entry into of, or the performance of any transaction contemplated by, the Transaction Documents nor from it making use of any Utilisation.

(c) No other event or circumstance is outstanding which constitutes a default under any other agreement or

instrument which is binding on it or to which its assets are subject which could reasonably be expected to have a Material Adverse Effect.

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21.11 No misleading information (a) Any information contained in the Information Package was true and accurate in all material respects as at the

date of the relevant report or document containing the information or (as the case may be) as at the date the information is expressed to be given.

(b) Any financial projections contained in the Information Package have been prepared on the basis of recent

historical information and is believed in good faith to be based on reasonable assumptions. (c) The Information Package does not omit as at its date any information which, if disclosed, would reasonably be

expected to materially and adversely affect the decision of the Lenders in considering whether or not to provide finance to the Borrowers.

(d) Nothing has occurred since the date of the Information Package which, if disclosed, would reasonably be

expected to materially and adversely affect the decision of the Lenders in considering whether or not to provide finance to the Borrowers.

(e) To the best of the Company’s knowledge and belief (having made due and careful enquiry), all material written

information provided to a Finance Party by or on behalf of the Company in connection with the Acquisition and/or the Target Group on or before the Closing Date and not superseded before that date (whether or not contained in the Information Package) is accurate and not misleading in any material respect and all projections provided to any Finance Party on or before the Closing Date have been prepared in good faith on the basis of assumptions which were reasonable at the time at which they were prepared and supplied.

(f) To the best of the Company’s knowledge and belief (having made due and careful enquiry), all material written

information provided to a Finance Party by or on behalf of the Company in connection with the Acquisition and/or the Target Group after the Closing Date (whether or not contained in the Information Package) is accurate and not misleading in any material respect and all projections provided to any Finance Party after the Closing Date will be prepared in good faith on the basis of assumptions which are reasonable at the time at which they are prepared and supplied.


Its latest audited annual financial statements were prepared in accordance with IFRS and fairly represent the Group’s financial condition and operations during the relevant financial period (on a consolidated basis, where applicable).

21.13 No proceedings pending or threatened

Other than as disclosed in its Financial Statements most recently delivered to the Agent and other than as disclosed to the Finance Parties, no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency have been started or (to the best of its knowledge and belief, after due enquiry) threatened against it which are reasonably be expected to have a Material Adverse Effect.

21.14 No breach of laws

(a) No Restricted Company is, nor is it likely to be as a result of entering into and performing its obligations under the Finance Documents, in violation of any law or in breach of or in default under any agreement to which it is a party or which is binding on it or any of its assets to an extent or in a manner which would be reasonably expected to have a Material Adverse Effect.

(b) No Restricted Company has breached any law or regulation (including environmental laws) which

breach has or would be reasonably expected to have a Material Adverse Effect.

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21.15 Environmental laws

(a) Each Restricted Company is in compliance with the undertakings given in Clause 24.3 (Environmental compliance) and Clause 24.5 (Environmental information and undertakings) regarding environmental compliance and claims, save to the extent that such non-compliance would not be reasonably expected to have a Material Adverse Effect and (to the best of its knowledge and belief) no circumstances have occurred which would prevent such compliance in a manner or to an extent which has or would be reasonably expected to have a Material Adverse Effect.

(b) Each Restricted Company has adopted and complies with an environmental policy which requires

monitoring of and all applicable environmental laws and permits applicable to it from time to time unless non-compliance with such policy would not be reasonably expected to cause a Material Adverse Effect.

(c) No environmental claim has commenced or (to the best of its knowledge and belief (having made due

and careful enquiry)) is threatened against any member of the Group where that claim has or would reasonably be expected if adversely determined to have a Material Adverse Effect.

21.16 Taxation

(a) Each Restricted Company has duly and punctually paid and discharged all taxes imposed upon it or its assets within the time period allowed without incurring penalties, except to the extent that:

(i) payment is being contested in good faith; (ii) it has maintained adequate reserves for those taxes; and (iii) payment can be lawfully withheld.

(b) The representation in paragraph (a) above shall not apply where the representation or statement relates to taxes, which do not in aggregate exceed US$15,000,000 (or its equivalent in another currency) in any Financial Year.

21.17 Anti-corruption law and Sanctions

(a) It and its Subsidiaries have conducted their businesses in compliance with applicable anti-corruption and anti-money laundering laws and regulations and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws and regulations.

(b) None of the Company or any of its Subsidiaries or any of their respective directors :


(ii) is located, organised or resident in a country or territory that is, or whose government is, the

subject of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria.

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(c) For the purpose of this Clause 21.17 (Anti-corruption law and Sanctions) and Clause 24.6 (Anti-corruption law and Sanctions):

Governmental Authority means the government of any jurisdiction, or any political subdivision thereof, whether provincial, state or local, and any department, ministry, agency, instrumentality, authority, body, court, central bank or other entity lawfully exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. Person means an individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership. OFAC means the Office of Foreign Assets Control of the US Department of the Treasury. Sanctions means the economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by any of the Sanctions Authorities. Sanctions Authorities means: (i) the United States government; (ii) the United Nations; (iii) the European Union; (iv) the United Kingdom; or (v) the respective Governmental Authorities of any of the foregoing, including without limitation,

OFAC, the US Department of State and Her Majesty’s Treasury.

21.18 Security and Financial Indebtedness

(a) No Encumbrance exists over all or any Restricted Company’s assets except for Permitted Encumbrances.

(b) No member of the Group other than an Obligor or a Project Finance Subsidiary has any Financial

Indebtedness outstanding other than Permitted Financial Indebtedness.


Each Obligor’s payment obligations under the Finance Documents to which it is a party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally in the jurisdiction of its incorporation.

21.20 Good title to assets

Each Restricted Company has good title to or valid leases or licences of, all of the assets necessary to carry on its business as presently conducted, the absence of which would reasonably be expected to have a Material Adverse Effect.

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No Restricted Company is aware of any adverse circumstances relating to any intellectual property required for use in its business which has or would be reasonably expected to have a Material Adverse Effect.

21.22 Accounting reference date

The accounting reference date of each member of the Group is 31 December.

21.23 No Material Adverse Effect

There has been no material adverse change in the business, operations, properties or financial condition of the Group taken as a whole, in respect of the representations made on the date of the Facility Agreement, since the date of the audited annual financial statements of the Company for the year ended 31 December 2014 and, in respect of each representation made after the Signature Date, since the date of the most recent audited annual financial of the Company.

21.24 Acquisition Documents, disclosure and other documents

(a) The Acquisition Documents contain all the terms of the Acquisition. (b) There is no disclosure made to the Acquisition Documents which has or may have a material adverse

effect on any of the information, opinions, intentions, forecasts and projections contained or referred to in the Information Package.

(c) To the best of its knowledge, no representation or warranty given by any party to the Acquisition

Documents is untrue or misleading in any material respect. (d) With effect from the date of execution, or (as applicable) the date of issue, of an Acquisition Document,

no amendments, variations, novations, supplements, waiver or termination of any Acquisition Document has or will be made without the prior written approval of the Agent save for amendments or revisions of a minor or technical nature or which would not reasonably be expected to be material to the Lenders.

21.25 Repetition

The Repeating Representations are deemed to be made by the Company and each Obligor in respect of itself, and where expressly stated, in respect of each Restricted Company, by reference to the facts and circumstances then existing on: (a) the date of each Utilisation Request and the first day of each Interest Period; and (b) in the case of an Additional Obligor, the day on which the company becomes (or it is proposed that the

company becomes) an Additional Obligor.


The undertakings in this Clause 22 remain in force from the Signature Date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

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The Company shall supply to the Agent in sufficient copies for all the Lenders: (a) as soon as the same become available, but in any event within 120 days after the end of each of its

Financial Years:

(i) its audited consolidated financial statements for that Financial Year; and (ii) the audited financial statements of each Obligor for that Financial Year; and

(b) as soon as the same become available, but in any event within 60 days after the end of each of its Financial Half Years:

(i) its unaudited condensed consolidated financial statements for that Financial Half Year; (ii) the unaudited management accounts of each Obligor for that Financial Half Year; and

(c) as soon as they become available, but in any event within 60 days of the end of each Financial Quarter:

(i) its unaudited management accounts for that Financial Quarter; and (ii) the unaudited management accounts of each Obligor for that Financial Quarter.

22.2 Compliance Certificate (a) The Company shall supply to the Agent, with each set of Financial Statements delivered pursuant to paragraph

(a)(i) or (b)(i) of Clause 22.1 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 23 (Financial Covenants) and specify each Material Company as at the date as at which those Financial Statements were drawn up.

(b) Each Compliance Certificate shall be signed by two directors of the Company. 22.3 Requirements as to financial statements (a) Each set of Financial Statements delivered by the Company pursuant to Clause 22.1 (Financial statements) shall

be certified by a director of the relevant company as fairly representing its financial condition as at the date as at which those Financial Statements were drawn up.

(b) The Company shall procure that each set of Financial Statements delivered pursuant to Clause 22.1 (Financial

statements) is prepared using IFRS. (c) The Company shall procure that each set of Financial Statements of an Obligor delivered pursuant to Clause

22.1 (Financial statements) is prepared using IFRS, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for that Obligor unless, in relation to any set of Financial Statements, it notifies the Agent that there has been a change in IFRS, the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the Obligor) deliver to the Agent:

(i) a description of any change necessary for those Financial Statements to reflect the IFRS, accounting

practices and reference periods upon which that Obligor’s Original Financial Statements were prepared; and

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(ii) sufficient information, in form and substance as may be reasonably required by the Agent, to enable the

Lenders to determine whether Clause 23 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those Financial Statements and that Obligor’s Original Financial Statements, provided that no such notification shall be required to be provided by the Company to the Agent if the matters referred to in paragraphs (i) and (ii) above are adequately disclosed in those financial statements.

(d) Any reference in this Agreement to those Financial Statements shall be construed as a reference to those Financial Statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

(e) The accounting reference date referred to in Clause 21.22 (Accounting reference date), shall not be

changed.

22.4 Information: miscellaneous

The Company shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests): (a) if requested by the Agent, a report issued by the Company’s auditors confirming the arithmetic

computations and the proper extraction of figures applied in determining which members of the Group are Material Companies and that the Guarantor Threshold Test has been met;

(b) all documents dispatched by the Company to its shareholders (or any class of them) or by the Company

or any other Obligors to its creditors generally (or any class of them); (c) promptly upon becoming aware of them, the details of any litigation, arbitration or administrative

proceedings which are reasonably likely to be adversely determined and, if so determined, would be reasonably likely to have a Material Adverse Effect;

(d) promptly upon becoming aware of the relevant claim, the details of any claim which is current,

threatened or pending against any person in respect of the Acquisition Documents and details of any disposal or insurance claim which will require prepayment under Clause 9.6 (Disposal, Insurance and Funding Proceeds) of this Agreement; and

(e) promptly such further information regarding the financial condition, business and operations of the

Group and/or any member of the Group as any Finance Party (through the Agent) may reasonably request.

22.5 Notification of default (a) The Company shall promptly notify the Agent of any Default (and the steps, if any, being taken to remedy it)

upon becoming aware of its occurrence. (b) Promptly upon request by the Agent, the Company shall supply to the Agent a certificate signed by two of its

directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing), specifying the Default and the steps, if any, being taken to remedy it.

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22.6 Use of websites (a) The Company may satisfy its obligation under this Agreement to deliver any information in relation to those

Lenders (the Website Lenders) who accept this method of communication by posting this information onto an electronic website designated by the Company and the Agent (the Designated Website) if: (i) the Agent expressly agrees (after consultation with each of the Lenders) that it will accept

communication of the information by this method; (ii) both the Company and the Agent are aware of the address of and any relevant password specifications

for the Designated Website; and (iii) the information is in a format previously agreed between the Company and the Agent. (b) If any Lender (a Paper Form Lender) does not agree to the delivery of information electronically then

the Agent shall notify the Company accordingly and the Company shall supply the information to the Agent (in sufficient copies for each Paper Form Lender) in paper form. In any event the Company shall supply the Agent with at least one copy in paper form of any information required to be provided by it.

(c) The Agent shall supply each Website Lender with the address of and any relevant password specifications for

the Designated Website following designation of that website by the Company and the Agent. (d) The Company shall promptly upon becoming aware of its occurrence notify the Agent if:

(i) the Designated Website cannot be accessed due to technical failure; (ii) the password specifications for the Designated Website change; (iii) any new information which is required to be provided under this Agreement is posted onto the

Designated Website; (iv) any existing information which has been provided under this Agreement and posted onto the Designated

Website is amended; or (v) the Company becomes aware that the Designated Website or any information posted onto the

Designated Website is or has been infected by any electronic virus or similar software. (e) If the Company notifies the Agent under paragraph (d)(i) or paragraph (d)(v) above, all information to

be provided by the Company under this Agreement after the date of that notice shall be supplied in paper form unless and until the Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

(f) Any Website Lender may request, through the Agent, one paper copy of any information required to be provided

under this Agreement which is posted onto the Designated Website. The Company shall comply with any such request within ten Business Days.

22.7 “Know your customer” checks (a) If:

(i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the Signature Date;

(ii) any change in the status of or shareholders of an Obligor after the Signature Date; or

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(iii) a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges the Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(b) Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(c) The Company shall, by not less than 10 Business Days’ prior written notice to the Agent, notify the Agent

(which shall promptly notify the Lenders) of its intention to request that one of its Subsidiaries becomes an Additional Obligor pursuant to Clause 27 (Changes to the Obligors).

(d) Following the giving of any notice pursuant to paragraph (c) above, if the accession of such Additional Obligor

obliges the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for the Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the accession of such Subsidiary to this Agreement as an Additional Obligor.

23. FINANCIAL COVENANTS 23.1 Financial Definitions

All accounting expressions which are not otherwise defined in this Agreement shall be construed in accordance with the Accounting Principles and, unless the context dictates otherwise, the accounting expressions set forth below shall bear the following meanings: Consolidated EBITDA means, in respect of any Measurement Period, the consolidated net income of the Group (less the net income of any Project Finance Subsidiaries but including any dividends received in cash by any member of the Group (other than a Project Finance Subsidiary) from a Project Finance Subsidiary), before, without duplication and all as calculated in accordance with IFRS: (a) any provision on account of normal, deferred and royalty taxation; (b) any interest, commission, discounts or other fees incurred or payable, received or receivable by any

member of the Group in respect of indebtedness;

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(c) any other interest received or receivable by any member of the Group on any deposit or bank account; (d) any non-cash adjustments to the environment rehabilitation and/or reclamation expenses; (e) any amount attributable to the amortisation of intangible assets and depreciation of tangible assets; (f) any non-cash gains or losses relating to and resulting from the marked to market valuation of derivative

and/or financial instruments; (g) any losses from (or gains on the reversal of previously recognised) write-downs or impairments of assets

and/or investments; (h) any gains or losses recognised on the attributable share of results of associates after tax, but including

any dividends received in cash by any member of the Group from such an associate; (i) any share-based payments; (j) any other extraordinary or exceptional items; and (k) any other material non-cash gain or loss that needs to be accounted for under IFRS. Consolidated Net Borrowings means at any time, the aggregate amount of all obligations of the members of the Group, other than Project Finance Subsidiaries (but including, for the avoidance of doubt, any obligations of any other member of the Group in respect of the obligations of a Project Finance Subsidiary), for or in respect of Indebtedness for Borrowed Money but excluding any such obligation to any member of the Group (other than a Project Finance Subsidiary), adjusted to take into account the aggregate amount of freely available cash and cash equivalents held by any member of the Group, other than Project Finance Subsidiaries, and so that no amount shall be included or excluded more than once. Consolidated Net Finance Charges means, in respect of any Measurement Period, the aggregate amount of the interest (including the interest element of leasing and hire purchase payments and capitalised interest), commission, fees, discounts and other finance payments payable by any member of the Group, other than Project Finance Subsidiaries, (including any commission, fees, discounts and other finance payment payable by any member of the Group under any interest rate hedging arrangement but deducting any commission, fees, discounts and other finance payments receivable by any member of the Group (other than a Project Finance Subsidiary) under any interest rate hedging instrument) but deducting any other interest receivable by any member of the Group, other than Project Finance Subsidiaries, on any deposit or bank account. Consolidated Tangible Net Worth means, at any time, the “Total Equity” as reported in the “Consolidated Statement of Changes in Equity” less goodwill and intangibles in the latest audited annual financial statements of the Original Borrower delivered to the Agent pursuant to Clause 22.1(Financial statements). EBITDA means, in respect of any member of the Group, in respect of any Measurement Period, the net income of that member of the Group before, without duplication and all as calculated in accordance with the Accounting Principles: (a) any provision on account of normal, deferred and royalty taxation; (b) any interest, commission, discounts or other fees incurred or payable, received or receivable by that

member of the Group in respect of indebtedness; (c) any other interest received or receivable by that member of the Group on any deposit or bank account;

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(d) any non-cash adjustments to the environment rehabilitation and/or reclamation expenses; (e) any amount attributable to the amortisation of intangible assets and depreciation of tangible assets; (f) any non-cash gains or losses relating to and resulting from the marked to market valuation of derivative

and/or financial instruments; (g) any losses from (or gains on the reversal of previously recognised) write-downs or impairments of assets

and/or investments; (h) any gains or losses recognised on the attributable share of results of associates after tax, but including

any dividends received in cash by any member of the Group from such an associate; (i) any share-based payments; (j) any other extraordinary or exceptional items; and (k) any other material non-cash gain or loss that needs to be accounted for under IFRS. Financial Half Year means the period commencing on the day after the end of a Financial Year and ending on the next Half Year Date. Financial Quarter means the period of 3 (three) months ending on each of 31 March, 30 June, 30 September and 31 December of each calendar year. Financial Year means the annual accounting period of the Obligors ending on 31 December in each year. Half Year Date means 30 June of each calendar year. Measurement Date means the last day of each of the Company’s Financial Years, the last day of each of the Company’s Financial Half Years and the last day of each Financial Quarter. Measurement Period means each period of 12 months ending on each Measurement Date.

23.2 General Financial Conditions

The Obligors shall ensure that for so long as any amount is outstanding under the Finance Documents or any Commitment is in force: (a) the ratio of Consolidated EBITDA to Consolidated Net Finance Charges in respect of any Measurement

Period shall be equal to or exceed 5:1. (b) the ratio of Consolidated Net Borrowings to Consolidated EBITDA in respect of any Measurement

Period shall not exceed 2.5:1.

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23.3 General

The financial covenants contained in Clause 23.2 (General Financial Conditions) and Clause 24.20 (Guarantors) shall be calculated and tested by reference to each set of the Financial Statements delivered pursuant to paragraphs (a) and (b) of Clause 22.1 (Financial statements).


The undertakings in this Clause 24 are given by each Obligor in respect of itself and, where expressly provided, each Restricted Company or members of the Group or Subsidiary (as the case may be), and remain in force from the Signature Date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

24.1 Authorisations

Each Obligor shall promptly: (a) obtain, comply with and do all that is necessary to maintain in full force and effect; and (b) upon written request by the Agent, supply certified copies to the Agent of, any Authorisation required or desirable under any applicable law to enable it to perform its obligations under the Finance Documents to which it is a party and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document.

24.2 Compliance with laws

Each Obligor shall comply in all respects with all laws and regulations to which it may be subject (including, but not limited to, environmental law), if failure so to comply would materially impair the ability of the Obligors together to perform their obligations under the Transaction Documents.

24.3 Environmental compliance

Each Restricted Company shall comply with all environmental laws and obtain and maintain any environmental permits, take all reasonable steps in anticipation of known or expected future changes to or obligations under the environmental law or environmental permits, and implement procedures to monitor compliance with and to prevent liability under any environmental laws, to the extent required by applicable law if, in each case, failure to do so has or would be reasonably expected to have a Material Adverse Effect.

24.4 Environmental claims

Each Restricted Company shall, promptly upon becoming aware of the same, inform the Agent in writing of: (a) any environmental claim (not of a frivolous or vexatious nature and other than the potential claims

already disclosed to the Lenders) against it or any other member of the Group which is current, pending or (to the best of its knowledge and belief, after having made due enquiry) threatened; and

(b) any facts or circumstances which are reasonably likely to result in any environmental claim (not of a

frivolous or vexatious nature and other than the potential claims already disclosed to the Lenders) being commenced or threatened against it, where the claim, is reasonably likely to be adversely determined and, if so determined, has or would reasonably be expected to have a Material Adverse Effect.

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24.5 Environmental information and undertakings

(a) The Company shall, promptly upon becoming aware of the same, inform the Agent in writing of any change to the environmental condition of:

(i) any mine that it owns, operates or holds a beneficial interest in (or may in the future own,

operate or hold a beneficial interest in) from time to time; and (ii) its contiguous properties, which has or would reasonably be expected to have a Material Adverse Effect.

(b) The Company shall not change the use of the properties on which any mine that it owns, operates or holds a beneficial interest in (or may in the future own, operate or hold a beneficial interest in) such that the change would increase the risk of release of hazardous substances or cause environmental contamination that exceeds regulatory limitations to an extent which has or would be reasonably expected to have a Material Adverse Effect.

24.6 Anti-corruption law and Sanctions

(a) It and its Subsidiaries will conduct their businesses in compliance with applicable anti-corruption and anti-money laundering laws and regulations and have instituted and will maintain and enforce policies and procedures designed to promote and achieve compliance with such laws and regulations.

(b) No Restricted Company will directly or indirectly, use all or any of the proceeds of the Facility or lend,

contribute, or otherwise make available such proceeds in violation of the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-money laundering laws or regulations.

(c) None of the Company or any of its Subsidiaries or any of their directors:


(ii) is located, organised or resident in a country or territory that is, or whose government is, the

subject of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria.

(d) No Restricted Company will directly or indirectly use the proceeds of the Facility, or lend, contribute

or otherwise make available all or any part of the proceeds of the Facility, to or for the benefit of, any Person:

(i) for the purpose of financing any activities or business of or other transactions with or

investments in:

(A) any Person that is, or is owned or controlled by Persons that are, the subject of Sanctions; or

(B) any Person that is located, organised or resident in any country or territory, that, at the

time of such funding, is, or whose government is, the subject of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria); or

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(ii) in any other manner that would result in a violation of Sanctions by any Person (including any

Person participating in the Loans, whether as underwriter, advisor, investor or otherwise).

(e) No Restricted Company will fund all or part of any payment in connection with a Finance Document out of proceeds derived from any action which is in breach of any Sanctions.

24.7 Taxation

Each Restricted Company will duly and punctually pay and discharge all taxes imposed upon it or its assets within the time period allowed without incurring penalties save where: (a) payment is being contested in good faith; (b) adequate reserves are being maintained for those taxes; and (c) payment can be lawfully withheld.

24.8 JSE Listing

(a) The entire issued share capital of the Company shall remain listed on the JSE. (b) The Company shall comply in all material respects with the JSE Listing Requirements applicable to it.

24.9 Restrictions on disposals

No Restricted Company shall enter into a single transaction or series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset except for a Permitted Disposal.

24.10 Restrictions on merger

No Obligor shall enter into any amalgamation, demerger, merger or corporate reconstruction (as defined in the Companies Act) except for: (a) the Acquisition; (b) any solvent amalgamation, demerger, merger or corporate reconstruction of, or between, members of

the Group and where such transaction involves an Obligor merging with another entity provided that:

(i) the Finance Documents are preserved as binding upon the surviving entity as a Borrower and/or Guarantor as applicable in place of the merged Obligor;

(ii) the surviving entity is a member of the Group; (iii) the surviving entity is incorporated in the same jurisdiction as the merged Obligor; and (iv) such transaction will not have a Material Adverse Effect; or

(c) any amalgamation, demerger, merger or corporate reconstruction concluded with the prior written

consent of the Majority Lenders.

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24.11 No change of business

Each Obligor shall ensure that no substantial change is made to the general nature of the business of the Group being that of a mining business.

24.12 Restriction on acquisitions

No member of the Group shall acquire any company or shares or securities or a business, assets or undertaking, other than: (a) pursuant to a Permitted Acquisition; or (b) with the prior written consent of the Majority Lenders.


Each Obligor will ensure that at all times the claims of the Finance Parties against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors save those whose claims are preferred by any bankruptcy, insolvency, liquidation or other similar laws of general application in its jurisdiction of incorporation.

24.14 Negative pledge

No Restricted Company shall create or permit to subsist any Encumbrance or Quasi-Encumbrance over any of its assets other than for a Permitted Encumbrance.

24.15 Arm’s length basis dealings

(a) Except as permitted by paragraph (b) below, no Restricted Company shall enter into any transaction with any person except on arm’s length terms and for full market value.

(b) The following transactions shall not be a breach of paragraph (a) above:

(i) intra-Group loans which constitute Permitted Financial Indebtedness; (ii) any transactions required to be entered into by the Company to ensure a certain black economic

empowerment rating necessary for its business where:

(A) it is not possible to enter into such transaction on an arm’s length basis; and (B) failure to enter in such transaction would result in a Material Adverse Effect; and

(iii) fees, costs and expenses payable under the Transaction Documents in the amounts set out in the Transaction Documents delivered to the Agent or agreed by the Agent.

24.16 Restriction on Financial Indebtedness

No member of the Group (other than an Obligor or a Project Finance Subsidiary) shall incur, create or permit to subsist or have outstanding any Financial Indebtedness other than Permitted Financial Indebtedness.

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24.17 Insurance

Each Restricted Company will maintain insurances on and in relation to its business, properties and assets with reputable underwriters or insurance companies against those risks and to the extent as is usual for companies carrying on the same or substantially similar business.

24.18 Access

If a Default is continuing or the Agent reasonably suspects a Default is continuing, each Restricted Company shall, and the Company shall ensure that each member of the Group will, permit the Agent and/or accountants or other professional advisers and contractors of the Agent free access at all reasonable times and on reasonable notice at the risk and cost of the Restricted Company or the Company to: (a) the premises, assets, books, accounts and records of each member of the Group; and (b) meet and discuss matters with senior management.


Each Restricted Company shall maintain its intellectual property where a failure to do so has or would reasonably be expected to have a Material Adverse Effect.

24.20 Guarantors

(a) Subject to Clause 24.20(c), the Company shall ensure that at all times:

(i) the aggregate EBITDA of the Guarantors; and (ii) the aggregate gross assets of the Guarantors; (in each case calculated on an unconsolidated basis and excluding all intra-Group items and investments in Subsidiaries of any member of the Group) represents not less than 85% of the Consolidated EBITDA and 80% of the consolidated gross assets (excluding goodwill) of the Group respectively (the Guarantor Threshold Test).

(b) For purposes of the Guarantor Threshold Test, the term “Group” shall exclude Project Finance Subsidiaries.

(c) If, at any time, the Guarantor Threshold Test has not been met and at such time all EBITDA contributing

wholly-owned Subsidiaries of the Company are or have become Guarantors, then the Company shall use all reasonable endeavours to procure that such number of non-wholly-owned Subsidiaries as is required to meet the Guarantor Threshold Test, within 30 days from date on which the Compliance Certificate showing that the Guarantor Threshold Test has not been met is delivered, bind themselves as Additional Guarantors in accordance with the procedure set out in Clause 27.4 below. If having used such reasonable endeavours, the Company is unable to procure that such non wholly-owned Subsidiaries become Guarantors at the end of the 30 day period, failure to satisfy the Guarantor Threshold Test shall not constitute an Event of Default.

24.21 Acquisition Documents

(a) The Company shall procure that all amounts payable to the Vendors under the Acquisition Documents are paid as and when they become due (except to the extent that any such amounts are being contested in good faith by a member of the Group and where adequate reserves are set aside for any such payment).

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(b) The Company shall (and the Company will procure that each relevant member of the Group will) take all reasonable and practical steps to preserve and enforce its rights (or the rights of any other member of the Group) and pursue any claims and remedies arising under any Acquisition Documents.

(c) The Company shall not amend, vary, novate, supplement, supersede or waive any term of any

Acquisition Document to which it is a party except in writing and with the prior written approval of the Agent (which consent shall not be unreasonably withheld or delayed) save for amendments or revisions of a minor or technical nature or which would not be reasonably expected to be material to the Lenders.

24.22 Refinancing of Convertible Bonds

The Company shall provide the Agent, by no later than the date falling six weeks after the Closing Date, with evidence in form and substance satisfactory to the Agent that: (a) the Convertible Bonds have been redeemed in full; and (b) any related Security, Encumbrance or guarantee in respect of the Convertible Bonds has been released

in full.


Each of the events or circumstances set out in Clause 25 is an Event of Default (save for Clause 25.18 (Acceleration) and Clause 25.19 (Clean-Up Period)).

25.1 Non-payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless: (a) its failure to pay is caused by:

(i) administrative or technical error; or (ii) a Disruption Event; and

(b) payment is made within 5 Business Days of its due date.

25.2 Financial covenants

Any requirement of Clause 23 (Financial Covenants) is not satisfied or there is a breach of the undertakings given in Clause 22 (Information Undertakings).

25.3 Other obligations (a) An Obligor does not comply with any provision of the Finance Documents (other than those referred to in

Clause 25.1 (Non-payment) and in Clause 25.2 (Financial covenants)). (b) No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is

remedied within 10 Business Days of the earlier of (i) the Agent giving notice to the Company; and (ii) the Obligor becoming aware of the failure to comply.

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25.4 Misrepresentation

Any representation or statement made or deemed to be made by an Obligor in relation to the Finance Documents or any other document or statement delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made, provided that: (a) if it is capable of remedy, no Event of Default will occur if the same is remedied within 10 Business

Days from the earlier of:

(i) the Agent giving notice to the Company; and (ii) any Obligor becoming aware of such incorrect or misleading representation or statement; or

(b) if the representation or statement relates to taxes and the amount of such taxes is equal to or less than an amount of US$15,000,000 (or its equivalent in another currency), no Event of Default shall occur.

25.5 Cross default (a) Any Financial Indebtedness of an Obligor (other than a Project Finance Subsidiary) is not paid when due nor

within any originally applicable grace period. (b) Any Financial Indebtedness of an Obligor (other than a Project Finance Subsidiary) is declared to be or

otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c) Any commitment for any Financial Indebtedness of an Obligor is cancelled or suspended by a creditor of such

Obligor as a result of an event of default (however described). (d) Any creditor of an Obligor becomes entitled to declare any Financial Indebtedness of that Obligor and payable

prior to its specified maturity as a result of an event of default (however described). (e) No Event of Default will occur under this Clause 25.5 if the aggregate amount of Financial Indebtedness or

commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than US$15,000,000 (or its equivalent in another currency).

25.6 Insolvency (a) An Obligor:

(i) is unable or admits inability to pay its debts as they fall due; (ii) suspends making payments on any of its debts; or (iii) by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its

creditors with a view to rescheduling any of its indebtedness. (b) The board of directors of an Obligor adopts a resolution declaring the relevant Obligor to be Financially

Distressed (as defined in the Companies Act) or the board of that Obligor has not timeously delivered the written notice required in terms of section 129(7) of the Companies Act.

(c) A moratorium is declared in respect of any indebtedness of any Obligor.

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25.7 Insolvency proceedings

(a) Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i) the suspension of payments, the commencement of business rescue proceedings (whether by any Obligor or by any other person under section 129 of the Companies Act or pursuant to an application by an “affected person” under section 131 of the Companies Act or by the court during any other proceedings in respect of any member of the Group), a moratorium of any Financial Indebtedness, liquidation, winding-up, dissolution, administration, judicial management or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor;

(ii) a composition, compromise, assignment or arrangement with any creditor of any Obligor; (iii) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory

manager, judicial manager, business rescue practitioner or other similar officer in respect of any Obligor; or

(iv) enforcement of any Encumbrance over any assets of any Obligor, or any analogous procedure or step is taken in any jurisdiction and any such procedure or proceedings are not contested in good faith nor discharged within 30 days (or such shorter period provided for contesting such procedure or proceedings under the laws of the relevant jurisdiction).

(b) A resolution is passed by the board of directors of an Obligor, application is made or an order is applied for or granted, to authorise the entry into or implementation of any business rescue proceedings (or any similar proceedings) in respect of any Obligor or any analogous procedure or step is taken in any jurisdiction.

25.8 Creditors’ process

Any attachment, sequestration, distress or execution that affects a material part of the assets or revenues of an Obligor occurs and is not discharged within 21 days.

25.9 Unlawfulness and invalidity

(a) It is or becomes unlawful for an Obligor to perform any of its obligations under the Finance Documents. (b) Any Finance Document ceases to be in full force and effect. (c) Any obligation or obligations of any Obligor under any Finance Documents are not or cease to be legal,

valid, binding or enforceable obligations subject to Legal Reservations. 25.10 Failure to comply with final judgment

(a) Any Restricted Company fails within 5 Business Days of the due date to comply with or pay any sum due from it under any material final judgment or any final order (being a judgment or order which is not subject to any rescission or appeal and/or capable of being subject to any such rescission or appeal) made or given by any court of competent jurisdiction.

(b) For purposes of this Clause 25.10 (Failure to comply with final judgment) a “material final judgement”

shall be any judgement for the payment of an amount of money in excess of US$15,000,000 (or its equivalent in another currency).

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25.11 Cessation of business

Any Restricted Company suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a part of its business constituting a material part of the Group’s business as whole, provided that, in the case of a Restricted Company (other than an Obligor) such suspension or termination shall only be an Event of Default if such suspension or termination would reasonably be expected to have a Material Adverse Effect.

25.12 Audit Qualification

The Company’s auditors qualify the audited annual consolidated financial statements of the Company in any material respect.

25.13 Expropriation

(a) The management of any Restricted Company is wholly or partially replaced by any governmental authority; or

(b) All or a majority of the shares of any Restricted Company or a material part of the assets or revenues of

any Restricted Company is seized, nationalised, expropriated or compulsorily acquired by any governmental authority, provided that the seizure, nationalisation, expropriation or compulsory acquisition of all or a majority of the shares of any Restricted Company (other than an Obligor) or a material part of the assets or revenues of any Restricted Company (other than an Obligor) shall only constitute an Event of Default if such seizure, nationalisation, expropriation or compulsory acquisition could be reasonably expected to have a Material Adverse Effect.

25.14 Repudiation and rescission of agreements

(a) An Obligor rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document or evidences an intention to rescind or repudiate a Finance Document.

(b) Any party to the Acquisition Documents rescinds or repudiates or purports to repudiate any of those

agreements or instruments in whole or in part where to do so has or could be reasonably expected to have a material adverse effect on the interests of the Lenders under the Finance Documents.

25.15 Litigation

(a) Any litigation, arbitration, administrative or regulatory proceedings or disputes are commenced or threatened in relation to the Finance Documents or the transactions contemplated in the Finance Documents or against any Restricted Company or its assets which is reasonably likely to be adversely determined and, if so determined, could be expected to have a Material Adverse Effect.

(b) This will not apply in respect of any litigation, arbitration, administrative or regulatory proceedings that are disclosed in the Financial Statements of the Company delivered to the Agent as a condition precedent before the Signature Date.

25.16 Material adverse change

Any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect.

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25.17 Loss of Mining Rights

Any loss of a mining right for any reason whatsoever that affects any material part of the assets or revenues of the Group as a whole is not reinstated within 30 days of such loss.

25.18 Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Company: (a) cancel the Total Commitments whereupon they shall immediately be cancelled; (b) declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or

outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or

(c) declare that all or part of the Loans be payable on demand, whereupon they shall immediately become

payable on demand by the Agent on the instructions of the Majority Lenders.

25.19 Clean-Up Period

Notwithstanding any other provision of any Finance Document: (a) any breach of a Clean-Up Representation or a Clean-Up Undertaking; or (b) any Default constituting a Clean-Up Default, will be deemed not to be a breach of representation or warranty, a breach of covenant or a Default (as the case may be) if:

(i) it would have been (if it were not for this provision) a breach of representation or warranty, a breach of covenant or a Default only by reason of circumstances relating exclusively to any member of the Target Group (or any obligation to procure or ensure in relation to a member of the Target Group);

(ii) it is capable of remedy and reasonable steps are being taken to remedy it; (iii) the circumstances giving rise to it have not been procured by or approved by the Company or

any other Obligor; and (iv) it is not reasonably likely to have a Material Adverse Effect.

If the relevant circumstances are continuing on or after the Clean-Up Date, there shall be a breach of representation or warranty, breach of covenant or Default, as the case may be notwithstanding the above (and without prejudice to the rights and remedies of the Finance Parties).

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26. CHANGES TO THE LENDERS 26.1 Assignments and transfers by the Lenders

(a) Subject to this Clause 26 (Changes to the Lenders), a Lender (the Existing Lender) may:

(i) assign any of its rights; and/or (ii) transfer by novation any of its rights and obligations, under the Finance Documents to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the New Lender).

(b) No member of the Group is permitted to take:

(i) an assignment any of any Lender’s rights; or (ii) a transfer by novation of any Lender’s rights and obligations, under the Finance Documents.

26.2 Conditions of assignment or transfer (a) An assignment will only be effective on:

(i) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was the Original Lender; and

(ii) performance by the Agent of all necessary “know your customer” or other similar checks under all

applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.

(b) A transfer will only be effective if the procedure set out in Clause 26.5 (Procedure for transfer) is complied

with. (c) If:

(i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents, or changes its Facility Office, or appoints a Substitute Facility Office or a Substitute Affiliate Lender in terms of Clause 26.10 (Lender Affiliates and Facility Office) ; and

(ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor

would be obliged to make a payment to the New Lender, Lender or Substitute Affiliate Lender (as the case may be) acting through its new Facility Office or Substitute Facility Office (as the case may be) under Clause 15 (Tax Gross Up and Indemnities) or Clause 16 (Increased Costs), then the New Lender, Lender or Substitute Affiliate Lender (as the case may be) acting through its new Facility Office or Substitute Affiliate Office (as the case may be) is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

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(d) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the

avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

26.3 Assignment or transfer fee

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of US$3,500.

26.4 Limitation of responsibility of Existing Lenders (a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes

no responsibility to a New Lender for:

(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

(ii) the financial condition of any Obligor; (iii) the performance and observance by any Obligor of its obligations under the Finance Documents or any

other documents; or (iv) the accuracy of any statements (whether written or oral) made in or in connection with any Finance

Document or any other document,


(b) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i) has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and

(ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its

related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(c) Nothing in any Finance Document obliges an Existing Lender to:

(i) accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 26 (Changes to the Lenders); or

(ii) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance

by any Obligor of its obligations under the Finance Documents or otherwise.

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26.5 Procedure for transfer (a) Subject to the conditions set out in Clause 26.2 (Conditions of assignment or transfer) a transfer is effected in

accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

(b) The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the

New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.


(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the Discharged Rights and Obligations);

(ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire

rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;

(iii) the Agent, the Arranger, the New Lender and other Lenders shall acquire the same rights and assume

the same obligations between themselves as they would have acquired and assumed had the New Lender been the Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and

(iv) the New Lender shall become a Party as a “Lender”.

26.6 Procedure for assignment (a) Subject to the conditions set out in Clause 26.2 (Conditions of assignment or transfer) an assignment may be

effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

(b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and

the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.

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(i) the Existing Lender will assign absolutely to the New Lender the rights under the Finance Documents expressed to be the subject of the assignment in the Assignment Agreement;

(ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations

owed by it (the Relevant Obligations) and expressed to be the subject of the release in the Assignment Agreement; and

(iii) the New Lender shall become a Party as a “Lender” and will be bound by obligations equivalent to the

Relevant Obligations.

(d) Lenders may utilise procedures other than those set out in this Clause 26.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Obligor or unless in accordance with Clause 26.5 (Procedure for transfer), to obtain a release by that Obligor from the obligations owed to that Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 26.2 (Conditions of assignment or transfer).

26.7 Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to Company

The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, an Assignment Agreement or an Increase Confirmation, send to the Company a copy of that Transfer Certificate, Assignment Agreement or Increase Confirmation.

26.8 Security over Lenders’ rights

In addition to the other rights provided to Lenders under this Clause 26.8, each Lender may without consulting with or obtaining consent from any Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation: (a) any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and (b) in the case of any Lender which is a fund, any charge, assignment or other Security granted to any

holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,

except that no such charge, assignment or Security shall: (i) release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary

of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or

(ii) require any payments to be made by an Obligor other than or in excess of, or grant to any person any

more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.

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26.9 Pro rata interest settlement (a) If the Agent has notified the Lenders that it is able to distribute interest payments on a “pro rata basis” to

Existing Lenders and New Lenders then (in respect of any transfer pursuant to Clause 26.5 (Procedure for transfer) or any assignment pursuant to Clause 26.6 (Procedure for assignment) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):

(i) any interest or fees in respect of the relevant participation which are expressed to accrue by reference

to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date (Accrued Amounts) and shall become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six Months, on the next of the dates which falls at six Monthly intervals after the first day of that Interest Period); and

(ii) the rights assigned or transferred by the Existing Lender will not include the right to the Accrued

Amounts, so that, for the avoidance of doubt:

(A) when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and

(B) the amount payable to the New Lender on that date will be the amount which would, but for the

application of this Clause 26.9, have been payable to it on that date, but after deduction of the Accrued Amounts.

In this Clause 26.9 references to “Interest Period” shall be construed to include a reference to any other period for accrual of fees.

26.10 Lender Affiliates and Facility Office

(a) In respect of a Loan or Loans to a particular Borrower (Designated Loans) a Lender (a Designating Lender) may at any time and from time to time designate (by written notice to the Agent):

(i) a substitute Facility Office from which it will make Designated Loans (a Substitute Facility

Office); or (ii) nominate an Affiliate to act as the Lender of Designated Loans (a Substitute Affiliate Lender).

(b) A notice to nominate a Substitute Affiliate Lender must be in the form set out in Schedule 5 (Form of Substitute Affiliate Lender Designation Notice) and be countersigned by the relevant Substitute Affiliate Lender confirming it will be bound as a Lender under this Agreement in respect of the Designated Loans in respect of which it acts as Lender.

(c) The Designating Lender will act as the representative of any Substitute Affiliate Lender it nominates for

all administrative purposes under this Agreement. The Obligors, the Agent, and the other Finance Parties will be entitled to deal only with the Designating Lender, except that payments will be made in respect of Designated Loans to the Facility Office of the Substitute Affiliate Lender. In particular the Commitments of the Designating Lender will not be treated as reduced by the introduction of the Substitute Affiliate Lender for voting purposes under this Agreement or the other Finance Documents.

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(d) Save as mentioned in paragraph (c) above, a Substitute Affiliate Lender will be treated as a Lender for all purposes under the Finance Documents and having a Commitment equal to the principal amount of all Designated Loans in which it is participating if and for so long as it continues to be a Substitute Affiliate Lender under this Agreement.

(e) A Designating Lender may revoke its designation of an Affiliate as a Substitute Affiliate Lender by

notice in writing to the Agent provided that such notice may only take effect when there are no Designated Loans outstanding to the Substitute Affiliate Lender. Upon such Substitute Affiliate Lender ceasing to be a Substitute Affiliate Lender the Designating Lender will automatically assume (and be deemed to assume without further action by any Party) all rights and obligations previously vested in the Substitute Affiliate Lender.

(f) If a Designating Lender designates a Substitute Facility Office or Substitute Affiliate Lender in

accordance with this clause:

(i) any Substitute Affiliate Lender shall be treated for the purposes of Clause 15.5 (Lender status confirmation) as having become a Lender on the date of its designation as such in terms of this Clause 26.10 (Lender Affiliates and Facility Office); and

(ii) the provisions of paragraph (a) and (b) of Clause 26.2 (Conditions of assignment or transfer)

shall not apply to or in respect of the transfer of rights and obligations of the Designating Lender to the or Substitute Affiliate Lender.

(g) Each Substitute Affiliate Lender, by countersigning the relevant Substitute Affiliate Lender Designation

Notice, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Designating Lender in accordance with this Agreement on or prior to the date on which the designation becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Designating Lender would have been had it remained a Lender in respect of the Designated Loans.

(h) The Agent shall, as soon as reasonably practicable after it has received a Substitute Affiliate Lender

Designation Notice, send the Company a copy of that Substitute Affiliate Lender Designation Notice.

27. CHANGES TO THE OBLIGORS 27.1 Assignments and transfer by Obligors

No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

27.2 Additional Borrowers (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 22.7 (“Know your customer”

checks) and subject to the consent of all of the Lenders, the Company may request that any of its Subsidiaries becomes an Additional Borrower. That Subsidiary shall become an Additional Borrower if:

(i) the Company has nominated the Subsidiary to become an Additional Borrower; (ii) the Subsidiary is incorporated:

(A) in the same jurisdiction as an existing Borrower; or (B) in a jurisdiction approved by to all Lenders;

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(iii) the Company delivers to the Agent a duly completed and executed Accession Letter; (iv) the Company confirms that no Default is continuing or would occur as a result of that Subsidiary

becoming an Additional Borrower; (v) the Agent has received all of the documents and other evidence listed in Part 2 of Schedule 2 (Conditions

Precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent; and

(vi) the Additional Borrower also becomes an Additional Guarantor in accordance with the procedure set

out in Clause 27.4 (Additional Guarantors).


(c) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent

gives the notification described in paragraph (b) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

27.3 Resignation of a Borrower (a) The Company may request that a Borrower (other than the Company) ceases to be a Borrower by delivering to

the Agent a Resignation Letter. (b) The Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance if:

(i) no Default or Event of Default is continuing or would result from the acceptance of the Resignation Letter (and the Company has confirmed this is the case); and

(ii) the Borrower is under no actual or contingent obligations as a Borrower under any Finance Documents,

whereupon that company shall cease to be a Borrower and shall have no further rights or obligations under the Finance Documents.

27.4 Additional Guarantors (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 22.7 (“Know your customer”

checks), the Company may request that any of its Subsidiaries become an Additional Guarantor. That Subsidiary shall become an Additional Guarantor if:

(i) the Company delivers to the Agent a duly completed and executed Accession Letter; and (ii) the Agent has received all of the documents and other evidence listed in Part 2 of Schedule 2 (Conditions

Precedent) in relation to that Additional Guarantor, each in form and substance satisfactory to the Agent. (b) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form

and substance satisfactory to it) all the documents and other evidence listed in Part 2 of Schedule 2 (Conditions Precedent).

(c) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent

gives the notification described in paragraph (b) above, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

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27.5 Repetition of Representations

Delivery of an Accession Letter constitutes confirmation by the relevant Subsidiary that the Repeating Representations are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.

27.6 Resignation of a Guarantor (a) The Company may request that a Guarantor (other than the Company) ceases to be a Guarantor by delivering to

the Agent a Resignation Letter. (b) The Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance if no

Default is continuing or would result from the acceptance of the Resignation Letter (and the Company has confirmed this is the case).

28. ROLE OF THE AGENT AND THE ARRANGER 28.1 Appointment of the Agent (a) Each of the Arranger and the Lenders appoints the Agent to act as its agent under and in connection with the

Finance Documents. (b) Each of the Arranger and the Lenders authorises the Agent to perform the duties, obligations and responsibilities

and to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

28.2 Instructions (a) The Agent shall:

(i) unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by:

(A) all Lenders if the relevant Finance Document stipulates the matter is an all Lender

decision; and (B) in all other cases, the Majority Lenders; and

(ii) not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with paragraph (i) above.

(b) The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders

(or, if the relevant Finance Document stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion. The Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

(c) Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

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(d) The Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until

it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions.

(e) In the absence of instructions, the Agent may act (or refrain from acting) as it considers to be in the best interest

of the Lenders. (f) The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any

legal or arbitration proceedings relating to any Finance Document. 28.3 Duties of the Agent (a) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature. (b) Subject to paragraph (c) below, the Agent shall promptly forward to a Party the original or a copy of any

document which is delivered to the Agent for that Party by any other Party. (c) Without prejudice to Clause 26.7 (Copy of Transfer Certificate, Assignment Agreement or Increase

Confirmation to Company) or Clause 26.10 (Lender Affiliates and Facility Office), paragraph (b) above shall not apply to any Transfer Certificate, any Assignment Agreement, any Increase Confirmation or any Substitute Affiliate Lender Designation Notice.

(d) Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check

the adequacy, accuracy or completeness of any document it forwards to another Party. (e) If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the

circumstance described is a Default, it shall promptly notify the other Finance Parties. (f) If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a

Finance Party (other than the Agent or the Arranger) under this Agreement, it shall promptly notify the other Finance Parties.

(g) The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance

Documents to which it is expressed to be a party (and no others shall be implied). 28.4 Role of the Arranger

Except as specifically provided in the Finance Documents, the Arranger has no obligations of any kind to any other Party under or in connection with any Finance Document.

28.5 No fiduciary duties (a) Nothing in any Finance Document constitutes the Agent or the Arranger as a trustee or fiduciary of any other

person. (b) Neither the Agent nor the Arranger shall be bound to account to any Lender for any sum or the profit element

of any sum received by it for its own account. 28.6 Business with the Group

The Agent and the Arranger may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.

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28.7 Rights and discretions (a) The Agent may:

(i) rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

(ii) assume that:

(A) any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and

(B) unless it has received notice of revocation, that those instructions have not been

revoked; and

(iii) rely on a certificate from any person;

(A) as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

(B) to the effect that such person approves of any particular dealing, transaction, step,

action or thing,

as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

(i) no Default has occurred (unless it has actual knowledge of a Default arising under Clause 25.1 (Non-

payment)); (ii) any right, power, authority or discretion vested in any Party or any group of Lenders has not been

exercised; and (iii) any notice or request made by the Company (other than a Utilisation Request) is made on behalf of and

with the consent and knowledge of all the Obligors.

(c) The Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

(d) Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Agent may at any time

engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be necessary.

(e) The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other

professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

(f) The Agent may act in relation to the Finance Documents through its officers, employees and agents. (g) Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any

information it reasonably believes it has received as agent under this Agreement.

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(h) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arranger is obliged to do or omit to do anything if it would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

(i) Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or

risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

28.8 Responsibility for documentation

Neither the Agent nor the Arranger is responsible or liable for: (a) the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the

Agent, the Arranger, an Obligor or any other person in or in connection with any Finance Document or the Information Package or the transactions contemplated in the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; or

(b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other

agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; or

(c) any determination as to whether any information provided or to be provided to any Finance Party is

non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

28.9 No duty to monitor

The Agent shall not be bound to enquire: (a) whether or not any Default has occurred; (b) as to the performance, default or any breach by any Party of its obligations under any Finance

Document; or (c) whether any other event specified in any Finance Document has occurred.

28.10 Exclusion of liability (a) Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document

excluding or limiting the liability of the Agent), the Agent will not be liable for:

(i) any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct;

(ii) exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection

with, any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document, other than by reason of its gross negligence or wilful misconduct; or

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(iii) without prejudice to the generality of paragraphs (i) and (ii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation, for negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of:

(A) any act, event or circumstance not reasonably within its control; or (B) the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

(b) No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Agent may rely on this Clause subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.

(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount

required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.

(d) Nothing in this Agreement shall oblige the Agent or the Arranger to carry out:

(i) any “know your customer” or other checks in relation to any person; or (ii) any check on the extent to which any transaction contemplated by this Agreement might be unlawful

for any Lender,

on behalf of any Lender and each Lender confirms to the Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or the Arranger.

(e) Without prejudice to any provision of any Finance Document excluding or limiting the Agent’s liability, any

liability of the Agent arising under or in connection with any Finance Document shall be limited to the amount of actual loss which has been suffered (as determined by reference to the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at any time which increase the amount of that loss. In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages.

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28.11 Lenders’ indemnity to the Agent

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within three Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 31.11 (Disruption to payment systems, etc), notwithstanding the Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document).

28.12 Resignation of the Agent (a) The Agent may resign and appoint one of its Affiliates as successor by giving notice to the Lenders and the

Company. (b) Alternatively the Agent may resign by giving 30 days’ notice to the Lenders and the Company, in which case

the Majority Lenders (after consultation with the Company) may appoint a successor Agent. (c) If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within

20 days after notice of resignation was given, the retiring Agent (after consultation with the Company) may appoint a successor Agent.

(d) If the Agent wishes to resign because it has concluded that it is no longer appropriate for it to remain as agent

and the Agent is entitled to appoint a successor Agent under paragraph (c) above, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 28 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties.

(e) The retiring Agent shall make available to the successor Agent such documents and records and provide such

assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Company shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.

(f) The Agent’s resignation notice shall only take effect upon the appointment of a successor. (g) Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in

respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

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(h) The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three Months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:

(i) the Agent fails to respond to a request under Clause 15.8 (FATCA Information) and the Company or a

Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii) the information supplied by the Agent pursuant to Clause 15.8 (FATCA Information) indicates that the

Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

(iii) the Agent notifies the Company and the Lenders that the Agent will not be (or will have ceased to be)

a FATCA Exempt Party on or after that FATCA Application Date;

and (in each case) the Company or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Company or that Lender, by notice to the Agent, requires it to resign.

28.13 Replacement of the Agent (a) After consultation with the Company, the Majority Lenders may, by giving 30 days’ notice to the Agent (or, at

any time the Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders) replace the Agent by appointing a successor Agent.

(b) If primary syndication of the Facility occurs, the Company may, by giving prior notice to the Agent, replace the

Agent by appointing a Lender as a successor Agent. The Company may replace the Agent under this paragraph only with effect from the first date on which any Lender other than HSBC Bank plc is a Lender under this Agreement and only if the relevant Lender consents to its appointment as a successor Agent.

(c) The retiring Agent shall (at its own cost if it is an Impaired Agent, at the Company's cost if the replacement is

made under paragraph (b) above, and otherwise at the expense of the Lenders) make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.

(d) The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority

Lenders or the Company, as applicable, to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (c) above) but shall remain entitled to the benefit of Clause 17.3 (Indemnity to the Agent) and this Clause 28 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).

(e) Any successor Agent and each of the other Parties shall have the same rights and obligations amongst

themselves as they would have had if such successor had been an original Party.

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28.14 Confidentiality (a) In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division

which shall be treated as a separate entity from any other of its divisions or departments. (b) If information is received by another division or department of the Agent, it may be treated as confidential to

that division or department and the Agent shall not be deemed to have notice of it. (c) Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the

Arranger is obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.

28.15 Relationship with the Lenders (a) Subject to Clause 26.9 (Pro rata interest settlement), the Agent may treat the person shown in its records as

Lender at the opening of business (in the place of the Agent’s principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:

(i) entitled to or liable for any payment due under any Finance Document on that day; and (ii) entitled to receive and act upon any notice, request, document or communication or make any decision

or determination under any Finance Document made or delivered on that day,

unless it has received not less than five Business Days’ prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

(b) Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address, fax number and (where communication by electronic mail or other electronic means is permitted under Clause 33.6 (Electronic communication) electronic mail address and/or any other information required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address (or such other information), department and officer by that Lender for the purposes of Clause 33.2 (Addresses) and paragraph (a)(ii) of Clause 33.6 (Electronic communication) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.

28.16 Credit appraisal by the Lenders

Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Agent and the Arranger that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to: (a) the financial condition, status and nature of each member of the Group; (b) the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other

agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;

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(c) whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of

its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and

(d) the adequacy, accuracy or completeness of the Information Package and any other information provided

by the Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document.

28.17 Agent’s management time

Any amount payable to the Agent under Clause 17.3 (Indemnity to the Agent), Clause 19 (Costs and Expenses) and Clause 28.11 (Lenders’ indemnity to the Agent) shall include the cost of utilising the Agent’s management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Agent may notify to the Company and the Lenders, and is in addition to any fee paid or payable to the Agent under Clause 14 (Fees).

28.18 Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

28.19 Miscellaneous

(a) The Agent is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Nothing in this Agreement shall require the Agent to carry on an activity of the kind specified by any provision of Part II (other than article 5 (accepting deposits)) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 or to lend money to any Borrower in its capacity as Agent.

(b) The Agent shall be entitled to deal with money paid to it by any person for the purposes of this

Agreement in the same manner as other money paid to a banker by its customers except that it shall not be liable to account to any person for any interest or other amounts in respect of the money.

(c) The fees, commissions and expenses payable to the Agent for services rendered and the performance

of its obligations under this Agreement shall not be abated by any remuneration or other amounts or profits receivable by the Agent (or by any of its associates) in connection with any transaction effected by the Agent with or for the Lenders or any Obligors.

(d) Any indemnity given by a Party under or in connection with this Agreement in favour of the Agent is a

continuing obligation, independent of that Party's other obligations under or in connection with this Agreement and survives after this Agreement is terminated. It is not necessary for a person to pay any amount or incur any expense before enforcing an indemnity under or in connection with this Agreement.

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No provision of this Agreement will: (a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner

it thinks fit; (b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to

it or the extent, order and manner of any claim; or (c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any

computations in respect of Tax.

30. SHARING AMONG THE FINANCE PARTIES 30.1 Payments to Finance Parties

If a Finance Party (a Recovering Finance Party) receives or recovers any amount from an Obligor other than in accordance with Clause 31 (Payment Mechanics) (a Recovered Amount) and applies that amount to a payment due under the Finance Documents then: (a) the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery

to the Agent; (b) the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering

Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 31 (Payment Mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

(c) the Recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the

Agent an amount (the Sharing Payment) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 31.6 (Partial payments).

30.2 Redistribution of payments

The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) (the Sharing Finance Parties) in accordance with Clause 31.6 (Partial payments) towards the obligations of that Obligor to the Sharing Finance Parties.

30.3 Recovering Finance Party’s rights

On a distribution by the Agent under Clause 30.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from an Obligor, as between the relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor.

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30.4 Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then: (a) each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the account of that

Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the Redistributed Amount); and

(b) as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the

relevant Redistributed Amount will be treated as not having been paid by that Obligor.

30.5 Exceptions (a) This Clause 30 shall not apply to the extent that the Recovering Finance Party would not, after making any

payment pursuant to this Clause, have a valid and enforceable claim against the relevant Obligor. (b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the

Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i) it notified that other Finance Party of the legal or arbitration proceedings; and (ii) that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but

did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

31. PAYMENT MECHANICS 31.1 Payments to the Agent (a) On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that

Obligor or Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b) Payment shall be made to such account in the principal financial centre of the country of that currency and with

such bank as the Agent, in each case, specifies. 31.2 Distributions by the Agent

Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 31.3 (Distributions to an Obligor) and Clause 31.4 (Clawback and pre-funding) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days’ notice with a bank specified by that Party in the principal financial centre of the country of that currency.

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31.3 Distributions to an Obligor

The Agent may (with the consent of the Obligor or in accordance with Clause 32 (Set-off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

31.4 Clawback and pre-funding (a) Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged

to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b) Unless paragraph (c) below applies, if the Agent pays an amount to another Party and it proves to be the case

that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

(c) If the Agent is willing to make available amounts for the account of a Borrower before receiving funds from

the Lenders then if and to the extent that the Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to a Borrower:

(i) the Agent shall notify the Company of that Lender’s identity and the Borrower to whom that sum was

made available shall on demand refund it to the Agent; and (ii) the Lender by whom those funds should have been made available or, if that Lender fails to do so, the

Borrower to whom that sum was made available, shall on demand pay to the Agent the amount (as certified by the Agent) which will indemnify the Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.

31.5 Impaired Agent

(a) If, at any time, the Agent becomes an Impaired Agent, an Obligor or a Lender which is required to make a payment under the Finance Documents to the Agent in accordance with Clause 31.1 (Payments to the Agent) may instead either:

(i) pay that amount direct to the required recipient(s); or (ii) if in its absolute discretion it considers that it is not reasonably practicable to pay that amount

direct to the required recipient(s), pay that amount or the relevant part of that amount to an interest-bearing account held with an Acceptable Bank within the meaning of the definition of “Acceptable Bank” and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender making the payment (the “Paying Party”) and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents (the “Recipient Party” or “Recipient Parties”).

In each case such payments must be made on the due date for payment under the Finance Documents.

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(b) All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the Recipient Party or the Recipient Parties pro rata to their respective entitlements.

(c) A Party which has made a payment in accordance with this Clause 31.5 shall be discharged of the

relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.

(d) Promptly upon the appointment of a successor Agent in accordance with Clause 28.13 (Replacement

of the Agent), each Paying Party shall (other than to the extent that that Party has given an instruction pursuant to paragraph (e) below) give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Agent for distribution to the relevant Recipient Party or Recipient Parties in accordance with Clause 31.2 (Distributions by the Agent).

(e) A Paying Party shall, promptly upon request by a Recipient Party and to the extent:

(i) that it has not given an instruction pursuant to paragraph (d) above; and (ii) that it has been provided with the necessary information by that Recipient Party, give all requisite instructions to the bank with whom the trust account is held to transfer the relevant amount (together with any accrued interest) to that Recipient Party.

31.6 Partial payments (a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an

Obligor under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order:

(i) first, in or towards payment pro rata of any unpaid amount owing to the Agent under the Finance

Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid

under this Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor. 31.7 No set-off by Obligors

All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

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31.8 Business Days (a) Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall

be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b) During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest

is payable on the principal or Unpaid Sum at the rate payable on the original due date. 31.9 Currency of account (a) Subject to paragraphs (b) and (c) below, dollars is the currency of account and payment for any sum due from

an Obligor under any Finance Document. (b) Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses

or Taxes are incurred. (c) Any amount expressed to be payable in a currency other than dollars shall be paid in that other currency. 31.10 Change of currency (a) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised

by the central bank of any country as the lawful currency of that country, then:

(i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (after consultation with the Company); and

(ii) any translation from one currency or currency unit to another shall be at the official rate of exchange

recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably).

(b) If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably

and after consultation with the Company) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Market and otherwise to reflect the change in currency.

31.11 Disruption to payment systems, etc.

If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Company that a Disruption Event has occurred: (a) the Agent may, and shall if requested to do so by the Company, consult with the Company with a view

to agreeing with the Company such changes to the operation or administration of the Facility as the Agent may deem necessary in the circumstances;

(b) the Agent shall not be obliged to consult with the Company in relation to any changes mentioned in

paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

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(c) the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

(d) any such changes agreed upon by the Agent and the Company shall (whether or not it is finally

determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 37 (Amendments and Waivers);

(e) the Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or

any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 31.11; and

(f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

32. SET-OFF

A Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

33. NOTICES 33.1 Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.

33.2 Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is: (a) in the case of the Company and each other Obligor:

Corporate Office Libanon Business Park 1 Hospital Road Libanon Westonaria 1779 South Africa Attention Mr Charl Keyter Fax No. (011) 278 9863 Email: [email protected]

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(b) in the case of each Lender or any other Obligor, that notified in writing to the Agent on or prior to the date on which it becomes a Party; and

(c) in the case of the Agent:

For operational matters (for example Utilisation Requests, Selection Notices, calculation of interest and fees and payments): HSBC Bank plc Level 27, 8 Canada Square, London E14 5HQ Attention: Process Manager, Loans Administration Fax: +44 20 7992 4680 and for any other matter: HSBC Bank plc 8 Canada Square, London E14 5HQ Attention: Greg Hayes/Maud Bedos Email: [email protected]; [email protected]

or any substitute address or fax number or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five Business Days’ notice (except that where a change is made by the Agent in connection with primary syndication of the Facility, the notice shall have immediate effect).

33.3 Delivery (a) Any communication or document made or delivered by one person to another under or in connection with the

Finance Documents will only be effective:

(i) if by way of fax, when received in legible form; or (ii) if by way of letter, when it has been left at the relevant address or five Business Days after being

deposited in the post postage prepaid in an envelope addressed to it at that address;

and, if a particular department or officer is specified as part of its address details provided under Clause 33.2 (Addresses), if addressed to that department or officer.

(b) Any communication or document to be made or delivered to the Agent will be effective only when actually received by the Agent and then only if it is expressly marked for the attention of the department or officer identified with the Agent’s signature below (or any substitute department or officer as the Agent shall specify for this purpose).

(c) All notices from or to an Obligor shall be sent through the Agent. (d) Any communication or document made or delivered to the Company in accordance with this Clause will be

deemed to have been made or delivered to each of the Obligors. (e) Any communication or document which becomes effective, in accordance with paragraphs (a) to (d) above,

after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day. 33.4 Notification of address and fax number

Promptly upon changing its address or fax number, the Agent shall notify the other Parties.

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33.5 Communication when Agent is Impaired Agent

If the Agent is an Impaired Agent the Parties may, instead of communicating with each other through the Agent, communicate with each other directly and (while the Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the Agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly. This provision shall not operate after a replacement Agent has been appointed.

33.6 Electronic communication (a) Any communication to be made between any two Parties under or in connection with the Finance Documents

may be made by electronic mail or other electronic means (including, without limitation, by way of posting to a secure website) if those two Parties:

(i) notify each other in writing of their electronic mail address and/or any other information required to

enable the transmission of information by that means; and (ii) notify each other of any change to their address or any other such information supplied by them by not

less than five Business Days’ notice.

(b) Any such electronic communication as specified in paragraph (a) above to be made between an Obligor and a Finance Party may only be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication.

(c) Any such electronic communication as specified in paragraph (a) above made between any two Parties will be

effective only when actually received (or made available) in readable form and in the case of any electronic communication made by a Party to the Agent only if it is addressed in such a manner as the Agent shall specify for this purpose.

(d) Any electronic communication which becomes effective, in accordance with paragraph (c) above, after 5.00

p.m. in the place in which the Party to whom the relevant communication is sent or made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following day.

(e) Any reference in a Finance Document to a communication being sent or received shall be construed to include

that communication being made available in accordance with this Clause 33.6. 33.7 English language (a) Any notice given under or in connection with any Finance Document must be in English. (b) All other documents provided under or in connection with any Finance Document must be:

(i) in English; or (ii) if not in English, and if so required by the Agent, accompanied by a certified English translation and,

in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

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34. CALCULATIONS AND CERTIFICATES 34.1 Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

34.2 Certificates and Determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

34.3 Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Market differs, in accordance with that market practice.


If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.


No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any of the Finance Documents. No election to affirm any Finance Document on the part of any Finance Party shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.

37. AMENDMENTS AND WAIVERS 37.1 Required consents (a) Subject to Clause 37.2 (All Lender matters) and Clause 37.3 (Other exceptions), any term of the Finance

Documents may be amended or waived only with the consent of the Majority Lenders and the Obligors and any such amendment or waiver will be binding on all Parties.

(b) The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 37. 37.2 All Lender matters

Subject to Clause 37.4 (Replacement of Screen Rate) an amendment or waiver of any term of any Finance Document that has the effect of changing or which relates to: (a) the definition of “Majority Lenders” in Clause 1.1 (Definitions); (b) an extension to the date of payment of any amount under the Finance Documents;

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(c) a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;

(d) an increase in any Commitment, an extension of the Availability Period or any requirement that a

cancellation of Commitments reduces the Commitments of the Lenders rateably under the Facility; (e) a change to the Borrowers or Guarantors other than in accordance with Clause 27 (Changes to the

Obligors); (f) any provision which expressly requires the consent of all the Lenders; (g) Clause 2.2 (Finance Parties’ rights and obligations), Clause 26 (Changes to the Lenders), Clause 30

(Sharing among the Finance Parties), this Clause 37, Clause 41 (Governing Law) or Clause 42.1 (Jurisdiction); or

(h) the nature or scope of the guarantee and indemnity granted under Clause 20 (Guarantee and Indemnity), shall not be made without the prior consent of all the Lenders.

37.3 Other exceptions (a) An amendment or waiver which relates to the rights or obligations of the Agent or the Arranger (each in their

capacity as such) may not be effected without the consent of the Agent or the Arranger, as the case may be. (b) If, in connection with primary syndication of the Facility, the Agent requires that its duties under this Agreement

are carried out by its Corporate Trust and Loan Agency department, it may require amendments to be made to Clause 28 (Role of the Agent and the Arranger) and any other term of this Agreement dealing with the rights or obligations of the Agent that may be reasonably required by the Agent's agency department to comply with its policies and procedures, and those amendments will bind the Parties.

37.4 Replacement of Screen Rate

Subject to Clause 37.3 (Other exceptions), if the Screen Rate is not available for dollars, any amendment or waiver which relates to providing for another benchmark rate to apply in relation to dollars in place of that Screen Rate (or which relates to aligning any provision of a Finance Document to the use of that other benchmark rate) may be made with the consent of the Majority Lenders and the Obligors.

37.5 Excluded Commitments

If any Lender fails to respond to a request for a consent, waiver, amendment of or in relation to any term of any Finance Document or any other vote of Lenders under the terms of this Agreement within 15 Business Days of that request being made (unless, the Company and the Agent agree to a longer time period in relation to any request):

(a) its Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the Facility when ascertaining whether any relevant percentage (including, for the avoidance of doubt, unanimity) of Total Commitments has been obtained to approve that request; and

(b) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of Lenders has

been obtained to approve that request.

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37.6 Replacement of Lender

(a) If:

(i) any Lender becomes a Non-Consenting Lender (as defined in paragraph (d) below); or (ii) an Obligor becomes obliged to repay any amount in accordance with Clause 8.1 (Illegality) or

to pay additional amounts pursuant to Clause 15.3 (Tax indemnity) or Clause 16 (Increased Costs) to any Lender,

then the Company may, on 10 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 26 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a Replacement Lender) selected by the Company, which is acceptable to the Agent and which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 26 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest (to the extent that the Agent has not given a notification under Clause 26.9 (Pro rata interest settlement), Break Costs and other amounts payable in relation thereto under the Finance Documents. Such transfer shall be deemed (subject to satisfaction of Clause 26.2(a)(ii) (Conditions of assignment or transfer)) to have been completed 10 Business Days after the transferee concerned delivers a Transfer Certificate or Assignment Agreement executed by it to the Lender concerned and pays the relevant amount to the Agent.

(b) The replacement of a Lender pursuant to this Clause 37.6 shall be subject to the following conditions:

(i) the Company shall have no right to replace the Agent; (ii) neither the Agent nor the Lender shall have any obligation to the Company to find a

Replacement Lender; (iii) in the event of a replacement of a Non-Consenting Lender such replacement must take place

no later than 30 days after the date on which that Lender is deemed a Non-Consenting Lender; (iv) in no event shall the Lender replaced under this Clause 37.6 be required to pay or surrender to

such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and

(v) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a)

above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer.

(c) A Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably

practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks.

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(d) In the event that:

(i) the Company or the Agent (at the request of the Company) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents;

(ii) the consent, waiver or amendment in question requires the approval of all the Lenders; and (iii) the Majority Lenders have consented or agreed to such waiver or amendment, then any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a Non-Consenting Lender.

37.7 Replacement of a Defaulting Lender

(a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving 10 Business Days’ prior written notice to the Agent and such Lender:

(i) replace such Lender by requiring such Lender to (and, to the extent permitted by law, such

Lender shall) transfer pursuant to Clause 26 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;

(ii) require such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant

to Clause 26 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or

(iii) require such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant

to Clause 26 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility,

to a Replacement Lender selected by the Company, which is acceptable to the Agent and which confirms its willingness to assume and does assume all the obligations, or all the relevant obligations, of the transferring Lender in accordance with Clause 26 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer which is either: (A) in an amount equal to the outstanding principal amount of such Lender’s participation

in the outstanding Utilisations and all accrued interest (to the extent that the Agent has not given a notification under Clause 26.9 (Pro rata interest settlement), Break Costs and other amounts payable in relation thereto under the Finance Documents; or

(B) in an amount agreed between that Defaulting Lender, the Replacement Lender and the

Company and which does not exceed the amount described in paragraph (A) above.

(b) Such transfer shall be deemed (subject to satisfaction of Clause 26.2(a)(ii) (Conditions of assignment or transfer) to have been completed 10 Business Days after the transferee concerned delivers a Transfer Certificate or Assignment Agreement executed by it to the Lender concerned and pays the relevant amount to the Agent.

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(c) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 37.7 shall be subject to the following conditions:

(i) the Company shall have no right to replace the Agent; (ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find

a Replacement Lender; (iii) the transfer must take place no later than ten Business Days after the notice referred to in

paragraph (a) above; (iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement

Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and

(v) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to

paragraph (a) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer to the Replacement Lender.

(d) The Defaulting Lender shall perform the checks described in paragraph (c)(v) above as soon as

reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks.

38. CONFIDENTIAL INFORMATION 38.1 Confidentiality

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 38.2 (Disclosure of Confidential Information)and Clause 38.3 (Disclosure to numbering service providers), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

38.2 Disclosure of Confidential Information

Any Finance Party may disclose: (a) to any of its Affiliates and Related Funds and any of its or their officers, directors, employees,

professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(b) to any person:

(i) to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Agent and, in each case, to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;

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(ii) with (or through) whom it enters into (or may potentially enter into), whether directly or

indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers;

(iii) appointed by any Finance Party or by a person to whom paragraph (b)(i) or (ii) above applies

to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (b) of Clause 28.15 (Relationship with the Lenders));

(iv) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly

or indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above; (v) to whom information is required or requested to be disclosed by any court of competent

jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

(vi) to whom information is required to be disclosed in connection with, and for the purposes of,

any litigation, arbitration, administrative or other investigations, proceedings or disputes; (vii) to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security

(or may do so) pursuant to Clause 26.8 (Security over Lenders’ rights); (viii) who is a Party; or (ix) with the consent of the Company;

in each case, such Confidential Information as that Finance Party shall consider appropriate if: (A) in relation to paragraphs (b)(i), (b)(ii) and (b)(iii) above, the person to whom the

Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(B) in relation to paragraph (b)(iv) above, the person to whom the Confidential Information

is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information; and

(C) in relation to paragraphs (b)(v), (b)(vi) and (b)(vii) above, the person to whom the

Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances;

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(c) to any person appointed by that Finance Party or by a person to whom paragraph (b)(i) or (b)(ii) above

applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Company and the relevant Finance Party; and

(d) to any rating agency (including its professional advisers) such Confidential Information as may be

required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information.

38.3 Disclosure to numbering service providers (a) Any Finance Party may disclose to any national or international numbering service provider appointed by that

Finance Party to provide identification numbering services in respect of this Agreement, the Facility and/or one or more Obligors the following information:

(i) names of Obligors; (ii) country of domicile of Obligors; (iii) place of incorporation of Obligors; (iv) the Signature Date; (v) Clause 41 (Governing Law); (vi) the names of the Agent and the Arranger; (vii) date of each amendment and restatement of this Agreement; (viii) amounts of, and names of, the Facility (and any tranches); (ix) amount of Total Commitments; (x) currency of the Facility; (xi) type of the Facility; (xii) ranking of the Facility; (xiii) Termination Date; (xiv) changes to any of the information previously supplied pursuant to paragraphs (i) to (xiii) above; and (xv) such other information agreed between such Finance Party and the Company,

to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

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(b) The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facility and/or one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

(c) The Company represents that none of the information set out in paragraphs (i) to (xv) of paragraph (a) above

is, nor will at any time be, unpublished price-sensitive information. (d) The Agent shall notify the Company and the other Finance Parties of:

(i) the name of any numbering service provider appointed by the Agent in respect of this Agreement, the Facility and/or one or more Obligors; and

(ii) the number or, as the case may be, numbers assigned to this Agreement, the Facility and/or one or more

Obligors by such numbering service provider.

38.4 Entire agreement

This Clause 38 constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

38.5 Inside information

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

38.6 Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Company: (a) of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (b)(v)

of Clause 38.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(b) upon becoming aware that Confidential Information has been disclosed in breach of this Clause 38.

38.7 Continuing obligations

The obligations in this Clause 38 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of 12 months from the earlier of: (a) the date on which all amounts payable by the Obligors under or in connection with this Agreement have

been paid in full and all Commitments have been cancelled or otherwise cease to be available; and (b) the date on which such Finance Party otherwise ceases to be a Finance Party.

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39. CONFIDENTIALITY OF FUNDING RATES 39.1 Confidentiality and disclosure (a) The Agent and each Obligor agree to keep each Funding Rate confidential and not to disclose it to anyone, save

to the extent permitted by paragraphs (b) and (c) below. (b) The Agent may disclose:

(i) any Funding Rate to the relevant Borrower pursuant to Clause 11.4 (Notification of rates of interest); and

(ii) any Funding Rate to any person appointed by it to provide administration services in respect of one or

more of the Finance Documents to the extent necessary to enable such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Agent and the relevant Lender.

(c) The Agent may disclose any Funding Rate, and each Obligor may disclose any Funding Rate, to:

(i) any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives if any person to whom that Funding Rate is to be given pursuant to this paragraph (i) is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or is otherwise bound by requirements of confidentiality in relation to it;

(ii) any person to whom information is required or requested to be disclosed by any court of competent

jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;

(iii) any person to whom information is required to be disclosed in connection with, and for the purposes of,

any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and

(iv) any person with the consent of the relevant Lender.

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39.2 Related obligations (a) The Agent and each Obligor acknowledge that each Funding Rate is or may be price-sensitive information and

that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Agent and each Obligor undertake not to use any Funding Rate for any unlawful purpose.

(b) The Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender:

(i) of the circumstances of any disclosure made pursuant to paragraph (c)(ii) of Clause 39.1 (Confidentiality and disclosure) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(ii) upon becoming aware that any information has been disclosed in breach of this Clause 39.

39.3 No Event of Default

No Event of Default will occur under Clause 25.3 (Other obligations) by reason only of an Obligor’s failure to comply with this Clause 39.

40. COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

41. GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

42. ENFORCEMENT 42.1 Jurisdiction (a) The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this

Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a Dispute).

(b) The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes

and accordingly no Party will argue to the contrary. (c) This Clause 42.1 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented

from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions.

42.2 Service of process

Without prejudice to any other mode of service allowed under any relevant law, each Obligor: (a) irrevocably appoints The Law Debenture Corporation Plc as its agent for service of process in relation

to any proceedings before the English courts in connection with any Finance Document; and (b) agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the

proceedings concerned.

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

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SCHEDULE 1

THE ORIGINAL PARTIES

PART 1

THE ORIGINAL OBLIGORS

Name of Original Borrower Registration number (or equivalent, if any) Sibanye Gold Limited 2002/031431/06

Name of Original Guarantor Registration number (or equivalent, if any) Sibanye Gold Limited 2002/031431/06 Rand Uranium Proprietary Limited 2007/007531/07

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PART 2

THE ORIGINAL LENDER

Name of Original Lender Commitment HSBC Bank plc US$300,000,000 US$300,000,000

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SCHEDULE 2


PART 1

CONDITIONS PRECEDENT TO INITIAL UTILISATION

1. Original Obligors (a) A copy of the constitutional documents of each Original Obligor. (b) A copy of a resolution of the board of directors of each Original Obligor:

(i) approving the terms of, and the transactions contemplated by, the Transaction Documents to which it is a party and resolving that it execute the Transaction Documents to which it is a party;

(ii) in the case of each Original Guarantor:

(A) complying with the requirements of section 45(3)(b) and section 45(4) of the Companies Act in connection with any financial assistance to be granted by that Original Guarantor pursuant to section 45(2) of the Companies Act under the Finance Documents to which it is a party; and

(B) complying with the requirements of section 46 of the Companies Act in connection with any

“distribution” (as defined in the Companies Act) that may arise as a result of its entry into the Finance Documents to which it is a party;

(iii) authorising a specified person or persons to execute the Finance Documents to which it is a party on its

behalf; and (iv) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and

notices (including, if relevant, any Utilisation Request and Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

(c) A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above. (d) To the extent required by the Companies Act, any other applicable law or the constitutional documents of an

Original Obligor, a copy of a resolution duly passed by the holders of the issued shares of that Original Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which that Original Obligor is a party.

(e) A copy of a special resolution of the shareholders of each Original Guarantor approving, in accordance with

section 45(3)(a)(ii) of the Companies Act, any financial assistance to be granted by that Original Guarantor pursuant to section 45(2) of the Companies Act under the Finance Documents to which it is a party.

(f) A certificate of the Company (signed by a director) confirming that borrowing or guaranteeing, as appropriate,

the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on any Original Obligor to be exceeded.

(g) A certificate of an authorised signatory of the relevant Original Obligor certifying that each copy document

relating to it specified in this Part 1 of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the Signature Date.

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2. Finance Documents A duly executed original of each of the following Finance Documents: (a) this Agreement; and (b) the Fee Letters. 3. Legal opinions (a) A legal opinion of legal advisers to the Arranger and the Agent in England, substantially in the form distributed

to the Agent prior to signing this Agreement. (b) A legal opinion of legal advisers to the Arranger and the Agent in South Africa, substantially in the form

distributed to the Agent prior to signing this Agreement. (c) A legal opinion of Baker & McKenzie South Africa, legal advisers to the Obligors in South Africa, substantially

in the form distributed to the Original Lender prior to signing this Agreement. 4. Other documents and evidence (a) Evidence that any process agent referred to in Clause 42.2 (Service of process), if not an Original Obligor, has

accepted its appointment. (b) A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be

necessary or desirable (if it has notified the Company accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

(c) Evidence that all requisite South African regulatory approvals have been obtained in respect of the Finance

Documents, including exchange control approval by the Financial Surveillance Department of the South African Reserve Bank.

(d) The Original Financial Statements of each Original Obligor. (e) Evidence that the fees, costs and expenses then due from the Company pursuant to Clause 14 (Fees) and Clause

19 (Costs and Expenses) have been paid or will be paid by the first Utilisation Date. (f) The Group Structure Chart which shows the Group assuming the Closing Date has occurred. (g) A certificate of the Company’s auditors or monitoring accountants approved by the Majority Lenders confirming

the arithmetic computations and the proper extraction of figures applied in determining which members of the Group are Material Companies and that the Guarantor Threshold Test has been met.

(h) A copy of each Acquisition Document. (i) A certificate of the Company setting out details of the reasonably estimated Acquisition Costs.

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(j) A certificate of the Company confirming that: (a) the Acquisition Documents contain all of the terms of the

Acquisition; (b) there is no disclosure made in the Acquisition Documents which has or may have a material adverse effect on any of the information, opinions, intentions, forecasts and projections contained or referred to in the Information Package; (c) no amendments, variation, novations, supplements, waiver or termination of any Acquisition Documents have been made (without the consent of the Agent), save for amendments or revisions of a minor or technical nature or which would not reasonably be expected to be material to the Lenders; and (d) to the best of its knowledge, no representation or warranty given by any party to the Acquisition Documents is untrue or misleading in any material respect.

(k) A copy of any other document, authorisation, opinion or assurance specified by the Agent.

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PART 2

CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR

1. An Accession Letter, duly executed by the Additional Obligor and the Company. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor:

(a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;

(b) in the case of an Additional Guarantor incorporated in South Africa:

(i) complying with the requirements of section 45(3)(b) and section 45(4) of the Companies Act in connection with any financial assistance to be granted by that Additional Guarantor pursuant to section 45(2) of the Companies Act under the Finance Documents to which it is a party; and

(ii) complying with the requirements of section 46 of the Companies Act in connection with any


(c) authorising a specified person or persons to execute the Accession Letter on its behalf; and (d) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and

notices (including, in relation to an Additional Borrower, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents.

4. Each Guarantor as at the date on which each Additional Obligor accedes to the Agreement in accordance with

Clause 27 (Changes to the Obligors) is required to deliver the following documents to the Agent in a form and substance acceptable to the Agent:

(a) a resolution of the board of directors of such Guarantor;

(i) complying with the requirements of section 45(3)(b) and section 45(4) of the Companies Act in connection with any financial assistance to be granted by that Guarantor pursuant to section 45(2) of the Companies Act under the Finance Documents to which it is a party;

(ii) complying with the requirements of section 46 of the Companies Act in connection with any


(b) to the extent required by the Companies Act, any other applicable law or the constitutional documents

of the Guarantor, a copy of a resolution duly passed by the holders of the issued shares of that Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which that Guarantor is a party; and

(c) a copy of a special resolution of the shareholders of each Original Guarantor approving, in accordance

with section 45(3)(a)(ii) of the Companies Act, any financial assistance to be granted by that Original Guarantor pursuant to section 45(2) of the Companies Act under the Finance Documents to which it is a party.

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5. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 6. To the extent required by the Companies Act, any other applicable law or the constitutional documents of an

Additional Guarantor, a copy of a resolution duly passed by the holders of the issued shares of that Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which that Additional Guarantor is a party.

7. In the case of an Additional Guarantor incorporated in South Africa, a copy of a special resolution of the

shareholders of the Additional Guarantor approving, in accordance with section 45(3)(a)(ii) of the Companies Act, any financial assistance to be granted by the Additional Guarantor pursuant to section 45(2) of the Companies Act under the Finance Documents to which it is a party.

8. A certificate of the Additional Obligor (signed by a director) confirming that borrowing or guaranteeing, as

appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.

9. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in

this Part 2 of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.

10. Such documentation and other evidence relating to the Additional Guarantor as is reasonably requested by the

Agent (for itself or on behalf of any other Finance Party) in order for the Agent and each other Finance Party to carry out and be satisfied it has complied with all necessary “know your customer” or similar identification procedures under Applicable Laws and regulations (including the Financial Intelligence Centre Act, 2001) pursuant to the transactions contemplated in the Finance Documents.

11. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be

necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document.

12. If available, the latest audited Financial Statements of the Additional Obligor. 13. The following legal opinions, each addressed to the Agent and the Lenders:

(a) a legal opinion of the legal advisers to the Arranger and the Agent in England; (b) if the Additional Obligor is incorporated in South Africa, a legal opinion of the legal advisers to the

Arranger and the Agent in South Africa; and (c) if the Additional Guarantor is incorporated in a jurisdiction other than South Africa:

(i) a legal opinion of the legal advisers to the Agent in the jurisdiction of incorporation of the Additional Guarantor; and

(ii) a legal opinion of the legal advisers to the Obligors in the jurisdiction of incorporation of the

Additional Guarantor. 14. If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that

the process agent specified in Clause 42.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor.

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SCHEDULE 3

REQUESTS

PART 1

UTILISATION REQUEST

From: [Borrower] To: [Agent] Dated: Dear Sirs

Sibanye Gold Limited – US$300,000,000 Bridge Facility Agreement dated [•] 2015 (the Agreement)

1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same

meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2. We wish to borrow a Loan on the following terms:

Proposed Utilisation Date: [•] (or, if that is not a Business Day, the next Business Day) Currency of Loan: dollars Amount: [•] or, if less, the Available Facility Interest Period: [•]

3. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) or, to the extent applicable, Clause 4.4 (Utilisations during the Certain Funds Period) is satisfied on the date of this Utilisation Request.

4. The proceeds of this Loan should be credited to the following bank account (the Account):

Account Name: [•] Bank: [•] Account Number: [•] Branch: [•] Branch Code: [•]

5. This Utilisation Request is irrevocable. Yours faithfully

authorised signatory for [name of relevant Borrower]

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PART 2

SELECTION NOTICE

From: [Borrower] To: [Agent] Dated: Dear Sirs


1. We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have the same meaning

in this Selection Notice unless given a different meaning in this Selection Notice. 2. We refer to the following Loan[s] with an Interest Period ending on [•].1 3. [We request that the next Interest Period for the above Loan[s] is [•]]. 4. This Selection Notice is irrevocable. Yours faithfully

authorised signatory for [the Company on behalf of] [name of relevant Borrower]

1 Insert details of all Loans which have an Interest Period ending on the same data.

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SCHEDULE 4

FORM OF TRANSFER CERTIFICATE

To: [•] as Agent From: [The Existing Lender] (the Existing Lender) and [The New Lender] (the New Lender) Dated:


1. We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same

meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate. 2. We refer to Clause 26.5 (Procedure for transfer):

(a) The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation, and in accordance with Clause 26.5 (Procedure for transfer), all of the Existing Lender’s rights and obligations under the Agreement and the other Finance Documents which relate to that portion of the Existing Lender’s Commitment and participations in Loans under the Agreement as specified in the Schedule.

(b) The proposed Transfer Date is [•]. (c) The Facility Office and address, fax number and attention details for notices of the New Lender for the

purposes of Clause 33.2 (Addresses) are set out in the Schedule.


4. The New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is [a

Qualifying Lender (other than a Treaty Lender)][a Treaty Lender][not a Qualifying Lender]2. 5. This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the

signatures on the counterparts were on a single copy of this Transfer Certificate. 6. This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed

by English law. 7. This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.


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THE SCHEDULE



[Facility Office address, fax number and attention details for notices and account details for payments,]

[Existing Lender] [New Lender] By: By: This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [•]. [Agent] By:

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SCHEDULE 5

FORM OF SUBSTITUTE AFFILIATE LENDER DESIGNATION NOTICE

To: [Agent] (as Agent) for itself and each of the other parties to the Facilities Agreement referred to below. From: [Designating Lender] (the “Designating Lender”) Dated: Dear Sirs


1. We refer to the Agreement. Terms defined in the Agreement have the same meaning in this Substitute Affiliate

Lender Designation Notice. 2. We hereby designate our Affiliate details of which are given below as a Substitute Affiliate Lender in respect

of any Loans required to be advanced to [specify name of borrower or refer to all borrowers in a particular jurisdiction etc] (Designated Loans).

3. The details of the Substitute Affiliate Lender are as follows:

Name: Facility Office: Fax Number: Attention: Jurisdiction of Incorporation:

4. By countersigning this notice below the Substitute Affiliate Lender agrees to become a Substitute Affiliate Lender in respect of Designated Loans as indicated above and agrees to be bound by the terms of the Agreement accordingly.

5. The Substitute Affiliate Lender confirms, for the benefit of the Agent and without liability to any Obligor, that

it is [a Qualifying Lender (other than a Treaty Lender)][a Treaty Lender][not a Qualifying Lender]3. 6. This Substitute Affiliate Lender Designation Notice and any non-contractual obligations arising out of or in

connection with it are governed by English law.

For and on behalf of [Designating Lender]


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We acknowledge and agree to the terms of the above.

For and on behalf of [Substitute Affiliate Lender] We acknowledge the terms of the above.

For and on behalf The Agent Dated

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SCHEDULE 6

FORM OF ASSIGNMENT AGREEMENT

To: [•] as Agent and Sibanye Gold Limited as Company, for and on behalf of each Obligor From: [the Existing Lender] (the Existing Lender) and [the New Lender] (the New Lender) Dated:


1. We refer to the Agreement. This is an Assignment Agreement. Terms defined in the Agreement have the same

meaning in this Assignment Agreement unless given a different meaning in this Assignment Agreement. 2. We refer to Clause 26.6 (Procedure for assignment):

(a) The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Agreement and the other Finance Documents which relate to that portion of the Existing Lender’s Commitment and participations in Loans under the Agreement as specified in the Schedule.

(b) The Existing Lender is released from all the obligations of the Existing Lender which correspond to that

portion of the Existing Lender’s Commitment and participations in Loans under the Agreement specified in the Schedule.

(c) The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from

which the Existing Lender is released under paragraph (b) above.

3. The proposed Transfer Date is [•]. 4. On the Transfer Date the New Lender becomes Party to the Finance Documents as a Lender. 5. The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes

of Clause 33.2 (Addresses) are set out in the Schedule. 6. The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in

paragraph (c) of Clause 26.4 (Limitation of responsibility of Existing Lenders). 7. The New Lender confirms, for the benefit of the Agent and without liability to any Obligor, that it is [a

Qualifying Lender (other than a Treaty Lender)][a Treaty Lender][not a Qualifying Lender]4. 8. This Assignment Agreement acts as notice to the Agent (on behalf of each Finance Party) and, upon delivery in

accordance with Clause 26.7 (Copy of Transfer Certificate, Assignment Agreement or Increase Confirmation to Company), to the Company (on behalf of each Obligor) of the assignment referred to in this Assignment Agreement.

9. This Assignment Agreement may be executed in any number of counterparts and this has the same effect as if

the signatures on the counterparts were on a single copy of this Assignment Agreement.


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10. This Assignment Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

11. This Assignment Agreement has been entered into on the date stated at the beginning of this Assignment

Agreement.

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THE SCHEDULE

Rights to be assigned and obligations to be released and undertaken



[Existing Lender] [New Lender] By: By: This Assignment Agreement is accepted by the Agent and the Transfer Date is confirmed as [•]. Signature of this Assignment Agreement by the Agent constitutes confirmation by the Agent of receipt of notice of the assignment referred to herein, which notice the Agent receives on behalf of each Finance Party. [Agent] By:

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SCHEDULE 7

FORM OF ACCESSION LETTER

To: [•] as Agent From: [Subsidiary] and Sibanye Gold Limited Dated: Dear Sirs


1. We refer to the Agreement. This is an Accession Letter. Terms defined in the Agreement have the same

meaning in this Accession Letter unless given a different meaning in this Accession Letter. 2. [Subsidiary] agrees to become an Additional [Borrower]/[Guarantor] and to be bound by the terms of the

Agreement as an Additional [Borrower]/[Guarantor] pursuant to Clause [27.2 (Additional Borrowers)]/[Clause 27.4 (Additional Guarantors)] of the Agreement. [Subsidiary] is a company duly incorporated under the laws of [name of relevant jurisdiction].

3. [The Company confirms that no Default is continuing or would occur as a result of [Subsidiary] becoming an

Additional Borrower.]. 4. [Subsidiary’s] administrative details are as follows:

Address: Fax No: Attention:

5. This Accession Letter and any non-contractual obligations arising out of or in connection with it are governed by English law.

[This Accession Letter is entered into by deed.] Sibanye Gold Limited [Subsidiary]

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SCHEDULE 8

FORM OF RESIGNATION LETTER

To: [•] as Agent From: [resigning Obligor] and Sibanye Gold Limited Dated: Dear Sirs


1. We refer to the Agreement. This is a Resignation Letter. Terms defined in the Agreement have the same

meaning in this Resignation Letter unless given a different meaning in this Resignation Letter. 2. Pursuant to [Clause 27.3 (Resignation of a Borrower)]/[Clause 27.6 (Resignation of a Guarantor)], we request

that [resigning Obligor] be released from its obligations as a [Borrower]/[Guarantor] under the Agreement. 3. [We confirm that:

(a) no Default is continuing or would result from the acceptance of this request; (b) the Borrower is under no actual or contingent obligations as a Borrower under any Finance

Documents.]5

4. [We confirm that no Default is continuing or would result from the acceptance of this request.]6 5. This Resignation Letter and any non-contractual obligations arising out of or in connection with it are governed

by English law.

Sibanye Gold Limited [Subsidiary] By: By:

5 For resigning Borrower 6 For resigning Guarantor

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SCHEDULE 9

FORM OF COMPLIANCE CERTIFICATE

To: [•] as Agent From: [Company] Dated: Dear Sirs


1. We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same

meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2. We confirm that: [Insert details of covenants to be certified] 2.1 We confirm that the following are Material Companies:

[•].

3. [We confirm that no Default is continuing.]*

Signed: Director Director of of Sibanye Gold Limited Sibanye Gold Limited [insert applicable certification language]

for and on behalf of Sibanye Gold Limited

* If this statement cannot be made, the certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it.

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SCHEDULE 10

LMA FORM OF CONFIDENTIALITY UNDERTAKING

[Letterhead of Arranger]

To:

[insert name of Potential Lender]

Re: The Facility

Company: Sibanye Gold Limited (the “Company”) Date: Amount: Agent: HSBC Bank plc Dear Sirs We understand that you are considering participating in the Facility. In consideration of us agreeing to make available to you certain information with the knowledge and approval of the Company, by your signature of a copy of this letter you agree as follows: (A) CONFIDENTIALITY 1. CONFIDENTIALITY UNDERTAKING

You undertake:

1.1 to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by paragraph (A)2 below and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to your own confidential information;

1.2 to keep confidential and not disclose to anyone except as provided for by paragraph (A)2 below the fact that the

Confidential Information has been made available or that discussions or negotiations are taking place or have taken place between us in connection with the Facility;

1.3 to use the Confidential Information only for the Permitted Purpose; and 1.4 to use all reasonable endeavours to ensure that any person to whom you disclose any information in

accordance with paragraph 2 below (unless disclosed under paragraph 2.2) acknowledges and complies with the provisions of this letter as if that person were also party to it.

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2. PERMITTED DISCLOSURE

We agree that you may disclose such Confidential Information and such of those matters referred to in paragraph (A)1.2 above as you shall consider appropriate:

2.1 to your Affiliates and their officers, directors, employees, professional advisers and auditors if any person to whom the Confidential Information is to be given pursuant to this paragraph (A)2.1 is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information, except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

2.2 to any person to whom information is required or requested to be disclosed by any governmental, banking,

taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation; and

2.3 with the prior written consent of us and the Company. 3. NOTIFICATION OF DISCLOSURE

You agree (to the extent permitted by law and regulation) to inform us:

3.1 of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (A)2.2 above except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

3.2 upon becoming aware that Confidential Information has been disclosed in breach of this letter. 4. RETURN OF COPIES

If you do not participate in the Facility and we so request in writing, you shall return or destroy all Confidential Information supplied to you by us and destroy or permanently erase (to the extent technically practicable) all copies of Confidential Information made by you and use your reasonable endeavours to ensure that anyone to whom you have supplied any Confidential Information destroys or permanently erases (to the extent technically practicable) such Confidential Information and any copies made by them, in each case save to the extent that you or the recipients are required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial, governmental, supervisory or regulatory body or in accordance with internal policy, or where the Confidential Information has been disclosed under paragraph (A)2.2 above.

5. CONTINUING OBLIGATIONS

The obligations in this letter are continuing and, in particular, shall survive the termination of any discussions or negotiations between you and us. Notwithstanding the previous sentence, the obligations in Part A of this letter shall cease on the earlier of (a) the date on which you become a party to the Facility Agreement or (b) the date falling [twelve] months after the date of your final receipt (in whatever manner) of any Confidential Information.

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6. NO REPRESENTATION; CONSEQUENCES OF BREACH, ETC


6.1 neither we nor any of our officers, employees or advisers (each a “Relevant Person”) (i) make any representation or warranty, express or implied, as to, or assume any responsibility for, the accuracy, reliability or completeness of any of the Confidential Information or any other information supplied by us or any member of the Group or the assumptions on which it is based or (ii) shall be under any obligation to update or correct any inaccuracy in the Confidential Information or any other information supplied by us or any member of the Group or be otherwise liable to you or any other person in respect of the Confidential Information or any such information; and

6.2 we or members of the Group may be irreparably harmed by the breach of the terms of this letter and damages

may not be an adequate remedy; each Relevant Person or member of the Group may be granted an injunction or specific performance for any threatened or actual breach of the provisions of this letter by you.

7. ENTIRE AGREEMENT; NO WAIVER; AMENDMENTS, ETC 7.1 This letter constitutes the entire agreement between us in relation to your obligations regarding Confidential

Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

7.2 No failure to exercise, nor any delay in exercising any right or remedy under this letter will operate as a waiver

of any such right or remedy or constitute an election to affirm this letter. No election to affirm this letter will be effective unless it is in writing. No single or partial exercise of any right or remedy will prevent any further or other exercise or the exercise of any other right or remedy under this letter.

7.3 The terms of this letter and your obligations under this letter may only be amended or modified by written

agreement between us. 8. INSIDE INFORMATION

You acknowledge that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and you undertake not to use any Confidential Information for any unlawful purpose.

9. NATURE OF UNDERTAKINGS

The undertakings given by you under Part A of this letter are given to us and (without implying any fiduciary obligations on our part) are also given for the benefit of the Company and each other member of the Group.

(B) MISCELLANEOUS 1. THIRD PARTY RIGHTS 1.1 Subject to this paragraph (B)1 and to paragraphs (A)6 and (A)9, a person who is not a party to this letter has no

right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or to enjoy the benefit of any term of this letter.

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1.2 The Relevant Persons and each member of the Group may enjoy the benefit of the terms of paragraphs (A)6 and (A)9 subject to and in accordance with this paragraph (B)1 and the provisions of the Third Parties Act.

1.3 Notwithstanding any provisions of this letter, the parties to this letter do not require the consent of any Relevant

Person or any member of the Group to rescind or vary this letter at any time. 2. GOVERNING LAW AND JURISDICTION 2.1 This letter and the agreement constituted by your acknowledgement of its terms (the “Letter”) and any non-

contractual obligations arising out of or in connection with it (including any non-contractual obligations arising out of the negotiation of the transaction contemplated by this Letter) are governed by English law.

2.2 The courts of England have non-exclusive jurisdiction to settle any dispute arising out of or in connection with

this Letter (including a dispute relating to any non-contractual obligation arising out of or in connection with either this Letter or the negotiation of the transaction contemplated by this Letter).

3. DEFINITIONS

In this letter (including the acknowledgement set out below): “Affiliate” means each of your holding companies and subsidiaries and each subsidiary of each of your holding companies (as each such term is defined in the Companies Act 71 of 2008) “Confidential Information” means all information relating to the Company, any Obligor, the Group, the Target Group, the Finance Documents and/or the Facility which is provided to you in relation to the Finance Documents or Facility by us or any of our affiliates or advisers, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that: (a) is or becomes public information other than as a direct or indirect result of any breach by you of this

letter; or (b) is identified in writing at the time of delivery as non-confidential by us or our advisers; or (c) is known by you before the date the information is disclosed to you by us or any of our affiliates or

advisers or is lawfully obtained by you after that date, from a source which is, as far as you are aware, unconnected with the Group or the Target Group and which, in either case, as far as you are aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

“Facility Agreement” means the facility agreement entered into or to be entered into in relation to the Facility. “Facility Interest” means a legal, beneficial or economic interest acquired or to be acquired expressly and specifically in or in relation to the Facility, whether as initial lender or by way of assignment, transfer, novation, sub-participation (whether disclosed, undisclosed, risk or funded) or any other similar method. “Finance Documents” means the documents defined in the Facility Agreement as Finance Documents. “Group” means the Company and its subsidiaries for the time being (as such term is defined in the Companies Act 2006). “Obligor” means a borrower or a guarantor under the Facility Agreement. “Permitted Purpose” means considering and evaluating whether to enter into the Facility.

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“Target” means [•]. “Target Group” means the Target and its Subsidiaries (as such term is defined in the Companies Act 2006).

Please acknowledge your agreement to the above by signing and returning the enclosed copy. Yours faithfully For and on behalf of [Arranger]

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To: [Arranger]

The Company and each other member of the Group

We acknowledge and agree to the above: For and on behalf of [Potential Lender]

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SCHEDULE 11

TIMETABLES Delivery of a duly completed Utilisation Request (Clause 5.1(Delivery of a Utilisation Request)) or a Selection Notice (Clause12.1 (Selection of Interest Periods))

U-3 9:30am

Agent notifies the Lenders of the Loan in accordance with Clause 5.4(Lenders’ participation)

U-3 noon

LIBOR is fixed Quotation Day 11.00 a.m. “U” = the date of the proposed Utilisation.

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SIGNATORIES THE COMPANY and THE ORIGINAL BORROWER SIBANYE GOLD LIMITED /s/ C Keyter By: C Keyter

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THE ORIGINAL GUARANTORS SIBANYE GOLD LIMITED /s/ C Keyter By: C Keyter RAND URANIUM PROPRIETARY LIMITED /s/ W Robinson By: W Robinson

THE ARRANGER HSBC BANK PLC /s/ C Pithie By: C Pithie

THE ORIGINAL LENDER HSBC BANK PLC /s/ C Pithie By: C Pithie

THE AGENT HSBC BANK PLC /s/ C Pithie By: C Pithie

Exhibit 8.1

LIST OF SIGNIFICANT SUBSIDIARIES OF SIBANYE GOLD LIMITED (AS OF 31 DECEMBER 2015)

Ezulwini Mining Company Proprietary Limited, incorporated in South Africa

Rand Uranium Proprietary Limited, incorporated in South Africa

Sibanye Gold Eastern Operations Proprietary Limited, incorporated in South Africa

Exhibit 12.1

CERTIFICATIONS

I, Neal Froneman, the Chief Executive Officer of Sibanye Gold Limited, certify that:

1 I have reviewed this annual report on Form 20-F of Sibanye Gold Limited;

2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3 Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4 The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5 The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: 21 March 2016

/s/ Neal Froneman

Neal Froneman Chief Executive Officer

Exhibit 12.2

CERTIFICATIONS

I, Charl Keyter, the Chief Financial Officer of Sibanye Gold Limited, certify that:

1 I have reviewed this annual report on Form 20-F of Sibanye Gold Limited;

2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3 Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4 The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5 The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: 21 March 2016

/s/ Charl Keyter

Charl Keyter Chief Financial Officer

Exhibit 13.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350)

In connection with the Annual Report on Form 20-F of Sibanye Gold Limited (the “Company”) for the period ended December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Neal Froneman, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1 The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2 The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: 21 March 2016

/s/ Neal Froneman

Neal Froneman Chief Executive Officer

Exhibit 13.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350)

In connection with the Annual Report on Form 20-F of Sibanye Gold Limited (the “Company”) for the period ended December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Charl Keyter, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1 The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2 The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: 21 March 2016

/s/ Charl Keyter

Charl Keyter Chief Financial Officer

US SEC Form 20-F 2015 - Sibanye Stillwater

Documents

Transcript of US SEC Form 20-F 2015 - Sibanye Stillwater