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Notice to shareholders in terms of Section 45(5) of the Companies Act
Sibanye Stillwater Limited
Incorporated in the Republic of South Africa
Registration number 2014/243852/06
Share codes: SSW (JSE) and SBSW (NYSE)
ISIN – ZAE000259701
Issuer code: SSW
("Sibanye-Stillwater" or the "Group" or the "Company")
Website: www.sibanyestillwater.com
Notice to shareholders in terms of Section 45(5) of the Companies Act
Johannesburg, 26 February 2025: Sibanye-Stillwater (Tickers JSE: SSW and NYSE: SBSW)
advises that its subsidiary, Sibanye Stillwater Australia Operations Proprietary Limited
(previously New Century Resources Limited) (Sibanye Australia) has restructured its
environmental bond and working capital facilities (the Restructured Facilities). In
this regard Sibanye-Stillwater has agreed to provide additional loan funding to, and
to restructure its pre-existing guarantees for and on behalf of, Sibanye Australia.
As required in terms of the provisions of Section 45(5) of the Companies Act 71 of 2008
(the Companies Act), Sibanye-Stillwater advises that pursuant to the special resolution
passed at the general meeting of the Company held on 28 May 2024 (the "General Meeting"),
the board of directors of the Company (the "Board") has adopted a resolution to guarantee
the indebtedness of Sibanye Australia under the Restructured Facilities agreements,
which guarantee constitutes the giving of direct and/or indirect financial assistance
to related and inter-related corporations of the Company (the Financial Assistance).
Shareholders are notified for purposes of section 45(5)(a) of the Act that the Financial
Assistance exceeds one-tenth of 1% of the Company's net worth.
Having considered all reasonably foreseeable financial circumstances of the Company in
terms of and pursuant to the provisions of Section 45 as read with Section 4 of the
Companies Act, the Board satisfied itself that:
• immediately after providing the Financial Assistance referred to above, the
Company would satisfy the solvency and liquidity test contemplated in Section 4
of the Companies Act
• all relevant conditions and restrictions relating to the granting of such
Financial Assistance by the Company contained in the Company's memorandum of
incorporation are satisfied
• the terms and conditions on which such Financial Assistance is to be given are
fair and reasonable to the Company
Investor relations contact:
Email: ir@sibanyestillwater.com
James Wellsted
Executive Vice President: Investor Relations and Corporate Affairs
Tel: +27 (0) 83 453 4014
Website: www.sibanyestillwater.com
LinkedIn: https://www.linkedin.com/company/sibanye-stillwater
Facebook: https://www.facebook.com/SibanyeStillwater
YouTube: https://www.youtube.com/@sibanyestillwater/videos
X: https://twitter.com/SIBSTILL
Sponsor: J.P. Morgan Equities South Africa Proprietary Limited
FORWARD LOOKING STATEMENTS
This announcement contains forward-looking statements within the meaning of the "safe harbour" provisions
of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements
of historical fact included in this announcement may be forward-looking statements. Forward-looking
statements may be identified by the use of words such as "will", "would", "expect", "potential", "may",
"could", "believe", "aim", "anticipate", "target", "estimate" and words of similar meaning.
These forward-looking statements, including among others, those relating to Sibanye Stillwater Limited's
("Sibanye-Stillwater" or the "Group") business strategy (including its battery metals strategy); financial
position; and plans and objectives of management for future operations are necessarily estimates reflecting
the best judgement of Sibanye Stillwater Limited's ("Sibanye-Stillwater") senior management. Readers are
cautioned not to place undue reliance on such statements.
Forward-looking statements involve a number of known and unknown risks, uncertainties and other factors,
many of which are difficult to predict and generally beyond the control of Sibanye-Stillwater that could
cause its actual results and outcomes to be materially different from historical results or from any future
results expressed or implied by such forward-looking statements. As a consequence, these forward-looking
statements should be considered in light of various important factors, including those set forth in Sibanye-
Stillwater's 2023 Integrated Report and annual report on Form 20-F filed with the United States Securities
and Exchange Commission on 26 April 2024 (SEC File no. 333-234096). These forward-looking statements speak
only as of the date of this announcement. Sibanye-Stillwater expressly disclaims any obligation or
undertaking to update or revise any forward-looking statement (except to the extent legally required).
Any forward-looking statement contained in this announcement has not been reviewed and reported on by
Sibanye-Stillwater's external auditors.
WEBSITES
References in this document to information on websites (and/or social media sites) are included as an aid
to their location and such information is not incorporated in, and does not form part of, this document.
Date: 26-02-2025 05:12:00
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