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SSW Nom20
SSW Nom20
SUMMARISED REPORT
AND NOTICE OF ANNUAL
GENERAL MEETING Better
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EMPLOYEES
COMMUNITIES CUSTOMERS
Socio-
Total
economic
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Costs Quality
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OVERVIEW SUMMARISED FINANCIAL STATEMENTS NOTICE OF ANNUAL GENERAL MEETING ADMINISTRATIVE DETAILS
SUMMARISED REPORT
ABOUT OUR REPORTS INTEGRATED ANNUAL
REPORT 2020
AND NOTICE OF ANNUAL
GENERAL MEETING 2020
create value, responsibly and sustainably, over the short, medium and long term.
GENERAL MEETING Better
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The Integrated Annual Report, the primary report in the suite, covers our financial,
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EMPLOYEES
Clean
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value
SHAREHOLDERS COMPANY
Clean
water/ CARES Economic
air/
land ENVIRONMENT about our... GOVERNMENT
value
Costs Quality
Safety,
health and Volume
wellness
EMPLOYEES
COMMUNITIES CUSTOMERS
Socio-
Total
economic
Better returns
stability
lives
COMMUNITIES CUSTOMERS
Socio-
Total
economic
returns
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2020
MINERAL RESOURCES
AND MINERAL RESERVES
REPORT
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CONTENTS
01 OVERVIEW
About Sibanye-Stillwater 2
Our purpose, vision and strategy 4
Our timeline 5
Board and executive leadership 6
Report of the Social, Ethics and Sustainability
9
Committee: Chairman’s report
Statement of responsibility
11
by the Board of Directors
02 SUMMARISED
F I N A N C I A L S TAT E M E N T S
Summarised consolidated income statement 12
Summarised consolidated statement of
13
other comprehensive income
Summarised consolidated statement of
14
financial position
Summarised consolidated statement of
15
changes in equity
Summarised consolidated statement of
16
cash flows
Notes to the summarised consolidated
17
financial statements
03 NOTICE OF
ANNUAL GENERAL MEETING
Notice of annual general meeting 48
Explanatory notes 58
Form of proxy 61
Notes to the form of proxy 62
Electronic participation form 63
04 A D M I N I S T R AT I V E D E TA I L S
Shareholder information 65
Forward-looking statements 67
ABOUT SIBANYE-STILLWATER
CORPORATE
PROFILE Columbus metallurgical complex
Production
33
the Marikana
renewal process IN 2020
(%)
2020
Zero level 4 and
OUTPUT
48 5 environmental
incidents 3Moz of 4E PGMS
and 0.98Moz of gold
Significant social NET CASH OF WORKFORCE OF
84,775
US PGM contribution to Adjusted support to employees R3.1 billion
EBITDA to increase as Blitz ramps up and communities (US$210 million)
during COVID-19 people
16
26
Adj EBITDA1
(Rm %)
2020
‘A-’ CDP rating
for carbon disclosure
and efforts
13 million
fatality-free shifts 2
58
OUR ESG
SA gold CREDENTIALS
SA PGMs (4E) The indices in which we
US PGMs (2E) FTSE/JSE Bloomberg
are currently included are:
Responsible Gender-Equality
Investment Index
R175bn
(US$12 billion) at
moving formal
deleveraging focus
to paying dividends
31 December 2020 and broader capital KELIBER
AMERICAS ASSETS
SOUTHERN
AFRICAN ASSETS
Angola
Zambia
Zimbabwe
MIMOSA
Botswana
RIO GRANDE Namibia
Mozambique
MARIKANA
ALTAR RUSTENBURG
KROONDAL
BEATRIX/SOFS DRIEFONTEIN AKANANI 7
HOEDSPRUIT
South Africa KLOOF LIMPOPO 7
COOKE ZONDERNAAM 7
ERGO BLUE RIDGE 7
OUR DIVERSE PORTFOLIO INCLUDES FWGR 7
BURNSTONE 7
US PGM SA GOLD SA PGM LITHIUM (LIOH)
Stillwater (100%) Kloof (100%) Rustenburg (100%) Keliber project 5 (30%)
Reserves: 15.9Moz 2E Reserves: 4.6Moz Au Reserves: 15.4Moz 4E
East Boulder (100%) Driefontein (100%) Mimosa (50%) 1
The Group reports adjusted earnings
before interest, taxes, depreciation
Reserves: 11.0Moz 2E Reserves: 2.5Moz Au Reserves: 1.5Moz 4E 4 and amortisation (EBITDA) based on
the formula included in the facility
DRDGOLD (50.1%) Marikana 8 (95.3%) agreements for compliance with the
debt covenant formula.
Reserves: 2.8Moz Au (50.1%) 4 Reserves: 21.6Moz 4E
US PGM For a reconciliation please refer to
Beatrix (100%) Kroondal (50%) the consolidated financial statements,
OPERATIONS Reserves: 1.2Moz Au Reserves: 1.1Moz 4E 4
note 28.9: capital management,
available on https://www.
Our Columbus Metallurgical sibanyestillwater.com/news-investors/
Cooke surface (100%) Various projects 7 2
Achieved on 4 August 2020 at the SA
Complex smelts material mined
Reserves: 0.1Moz Au Resources: 86Moz 4E gold operations
to produce PGM-rich filter cake 3
Au = gold; 2E PGM = platinum,
and recycles autocatalysts to Various projects 7 palladium; 4E = platinum, palladium,
rhodium and gold; LiOH = lithium
recover PGMs. Resources: 19.7Moz Au; A PGM
S hydroxide
Reserves: 4.3Moz Au
OPERATIONS Attributable
4
with Generation Mining SA GOLD concentrators a smelter the project and indirect interest in
Generation Mining
(in Canada) OPERATIONS complex together with base 7
F or more information on the projects,
and precious metals refineries. please refer to the Mineral Resources
Denison project (64.9%) Our processing facilities and Reserves - a summary section
in the Integrated Report 2020 and
with Wallbridge Mining include six metallurgical We also have a 91.7% the Minerals Reserves and Resources
(in Canada) gold plants. share in Platinum Mile, a Report 2020, both available at www.
sibanyestillwater.com/news-investors/
Altar project (40%) retreatment facility that reports/annual/
processes tailings to recover 8
ffective accounting holding as at
E
with Aldebaran (in Argentina) 31 December 2020. Some minority
residual PGMs. holdings are eliminated with the
Rio Grande (19.9%) Group consolidation
with Aldeberan (in Argentina)
Sibanye-Stillwater Summarised Report and Notice of Annual General Meeting 2020 3
OVERVIEW SUMMARISED FINANCIAL STATEMENTS NOTICE OF ANNUAL GENERAL MEETING ADMINISTRATIVE DETAILS
OUR PURPOSE,
VISION AND STRATEGY
Our purpose
OUR PURPOSE OUR VISION OUR STRATEGY to improve lives
Our mining
improves lives
Superior value creation
for all stakeholders
To deliver on our
vision and purpose, through our mining
through the we aim to consolidate
responsible mining of and strengthen our is achieved through
our mineral resources competitive position as
a leading international our operating
precious metals company
model depicted
in the indigenous
THE SIBANYE-STILLWATER UMDONI TREE
South African
Umdoni tree
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The results and outcomes of all that
EMPLOYEES
we do are represented by the fruit
Assured
Upliftment ORGANISED SUPPLIERS
product
and seeds of the Umdoni tree. In
LABOUR
line with our vision, this is the value we
ultimately aim to create for stakeholders.
COMMUNITIES CUSTOMERS
Socio-
Total
economic
returns
stability The leaves of the tree represent our
stakeholders – all those with whom we
SHAREHOLDERS COMPANY
engage – both internally and externally
Clean
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– while conducting our business.
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OUR TIMELINE
Since its initial establishment in 2013, Sibanye-Stillwater has diversified - geographically and by metal
produced. The Group grew from a single commodity, South African gold mining company to become an
internationally competitive, diversified precious metals producer of gold and the suite of platinum group
metals (PGMs). Most recently, the Group has entered the battery metals industry by investing in a lithium
MARKET
hydroxide project in Finland.
CAP 1
• Sibanye Gold Limited established when Gold Fields Limited unbundled its South
OUR VALUE CREATION JOURNEY
2013 African gold assets – Kloof, Driefontein and Beatrix R10 billion
• Listed on the Johannesburg and New York stock exchanges
(US$1.2 billion)
• In August 2013, the Cooke operations were acquired from Gold One
2014- • Wits Gold acquired, which included the Burnstone project and other projects in the Free
State province of South Africa
2015 • Implemented our unique cost optimisation and operating model
Initial entry into the PGM sector – acquired the following assets in Southern Africa:
2017
• Acquired the Stillwater Mining Company and its assets in Montana, in the US (May)
• Company rebranded as Sibanye-Stillwater (August)
• Acquired a 38.05% stake in DRDGOLD Limited, a world leader in the retreatment of gold
2018 tailings – entailed the vending of certain surface gold tailings facilities and processing
assets into that company (July/August)
Acquired:
• SFA Oxford, a leading analytical and consulting metals market company and globally
2019 recognised authority on PGMs (February)
• Lonmin Plc – the Marikana operations, associated processing and smelter plants, and base
and precious metals refineries in South Africa (June)
2021 • Acquired a 30% stake in Keliber Oy, which owns the Keliber lithium project in Finland
currently in development stage with the option to increase to more than 50% after
R192 billion 2
March 2 certain conditions and deliverables (March) (US$13 billion)
1
Source: IRESS, with numbers quoted at the end of each year except for 2013, which represents the market cap on the
day of listing
2
Year-to-date, market capitalisation as at 31 March 2021
1 2 3 4
5 6
Note: For full profiles of the directors including other details on directorships, see https://www.sibanyestillwater.com/about-us/leadership/
7 8 9 10
11 12 13
7 NKOSEMNTU NIKA (62) 8 KEITH RAYNER (64) 9 SUSAN VAN DER MERWE (66)
BCom, BCompt (Hons), Advanced BCom, CTA, CA (SA) BA
Management Programme, CA (SA)
Appointed 1 January 2013 Appointed 21 February 2013
Appointed 21 February 2013
Chairman: Member:
Member: Audit Committee • Audit Committee
• Audit Committee Member: • Nominating and Governance
• Nominating and Governance • Remuneration Committee Committee
Committee • Risk Committee • Risk Committee
• Remuneration Committee • Social, Ethics and Sustainability • Safety and Health Committee
• Social, Ethics and Sustainability Committee
Committee • Investment Committee
• Nominating and Governance
Committee
1 2 3 4
5 6 7 8
9 10 11
4 ROBERT VAN NIEKERK (56) 5 THEMBA NKOSI (48) 6 WAYNE ROBINSON (58)
Chief Technical Officer Corporate Affairs US PGM operations
7 DAWIE VAN ASWEGAN (44) 8 RICHARD COX (48) 9 LERATO LEGONG (43)
SA PGM operations SA gold operations Legal and Compliance
Note: For full profiles of the members of the Executive Committee, see https://www.sibanyestillwater.com/about-us/leadership/
2020 was a turbulent year filled with quarantine facilities; provision of PPE Key to transformation is inclusivity
uncertainty as the whole world came to and sanitisers to employees and frontline and diversity and we are proud of our
a standstill on account of the COVID-19 workers in local communities. Our Women-in-Mining initiative led by our
pandemic and associated lockdowns pledge of contributing R200 million to Chief Executive Officer, which has bought
imposed on many countries, including the national vaccine programme is a much needed impetus to the inclusion of
South Africa and the United States where continuation of our commitment to being women at our SA and US operations and
our operations are situated. the industry generally.
part of the solution in mitigating the
impact of COVID-19 on our business as While we recognise that compliance is
We have refocused our energies on
well as the environments in which critical, our commitment to all stakeholders
entrenching environmental, social and
governance (ESG) aspects by ensuring we operate. is to facilitate meaningful transformation
that we revise our approaches where that will ensure that we, as a Group and a
COVID-19 also provided us with the
applicable and mainstream them in every society, promote fairness and equality and
opportunity to accelerate our values- create a culture where everyone is given
sphere of our business. Key to this has
based culture programme and the an opportunity to thrive by creating an
been the organisational response to the
integration of technology and people enabling operating environment.
COVID-19 pandemic.
in our business continuity strategy. We
Due to the ongoing management of were able to continue operating by We are cognisant of our obligation
connecting employees working from to ensure that we mine responsibly
tuberculosis (TB) and other communicable
and minimise our harm to the planet.
diseases in South Africa, the Group home with those who are at the coal face
This has informed our environmental
was well placed to rapidly react to the of our business. A focus on alternative
management approach, which takes
COVID-19 global pandemic. In both work arrangements integrating personal
into account our aspiration of leaving
the US and South Africa, the focus was support, enhancement of technology
a positive environmental legacy long
and has remained on the health and and connectivity and human resources
after the life of our operations. We
well-being of our employees and their development has maintained the focus have established a Tailings Management
families. Noting the challenges faced that has sustained our business through Working Group to design and implement
by communities in South Africa, the one of the most challenging and uncertain a Group tailings management framework
Group also played its part in supporting time in the history of the world. aligned to the requirements of the
government`s COVID-19 response plan.
Global Industry Standard for Tailings
This support comprised an investment
Management and the International
of R100 million in areas of health, social
Council of Mining and Metals (ICMM)
relief, education and SMME support. This guidelines. Sibanye-Stillwater has also
included financial contribution to the “We are cognisant ensured good stewardship in terms
Solidarity Fund and the South African of water management, reduction of
Future Trust in support of SMMEs, of our obligation to its carbon footprint and concurrent
enhanced medical surveillance of all
employees and testing of conversion
ensure that we mine rehabilitation in a quest to reduce any
adverse environmental impacts on people
of mine facilities into isolation and responsibly.” and the planet.
As a global business, it is important that labour plans (SLPs) were halted due to recognises that we can create value
we benchmark ourselves against our peers the lockdown, we have put a concerted and impact through effective planning
and ensure that our standards align to effort into clawing back on the delays and and resource mobilisation and joint
international best practices. We continue backlogs by fast tracking implementation implementation of socio-economic
to work with ICMM to ensure that we in affected areas. We remain committed development programmes.
close all the gaps identified in their audits to closing all the gaps and as we enter
at our SA PGM operations and SA gold into the next phase of our SLPs, ensure The Committee is pleased to report to all
operations aims for the World Gold Council that we deliver sustainable programmes stakeholders of the Group that it has
Responsible Mining assurance in 2021. The in enterprise and supplier development, fulfilled its mandate as prescribed by the
Precious Metal Refinery has adopted the human resources development and Regulations to the South African Companies
London Platinum and Palladium Market mine community development. We are Act and that there are no instances of
(LPPM) responsible sourcing principles and supportive of integration and welcome material non-compliance to disclose.
it has been certified following assurance the District Development Model by the
in 2020. We also participate in the UNCG South African government which is
Jerry Vilakazi
accelerated programme of the 17 United aimed at improving the capacity of local
Chairman: Social, Ethics and
Nations Sustainable Development Goals government and social service delivery.
Sustainability Committee
and have ensured that our ESG deliverables This will enable collaboration between
are aligned so we can have tangible proof government and the private sector that 22 April 2021
points and actions geared towards meeting
the set targets.
The directors are responsible for the preparation and fair presentation of the consolidated annual financial statements of Sibanye-
Stillwater, comprising the consolidated statement of financial position as at 31 December 2020, and consolidated income statement
and consolidated statements of other 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 International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB),
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 South African Companies Act, 71 of 2008 (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 2020. 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 are responsible for the information included in the annual financial report and for both
its accuracy and 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 annual 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 based
on this assessment concluded that the basis for preparation of the consolidated annual financial statements is appropriate to that of a
going concern.
The consolidated annual financial statements were approved on 22 April 2021 by the Board of Directors and are signed on its behalf by:
Equity
Share- Foreign attributable
Stated Re- based Mark-to- currency Accumu- to owners Non-
Figures in million – share organisation payment market translation lated of Sibanye- controlling Total
SA rand Notes capital reserve reserve reserve reserve loss Stillwater interests equity
Balance at 31 December 2017 –* 34,667.0 3,327.6 5.2 (763.8) (13,257.6) 23,978.4 19.8 23,998.2
Total comprehensive income
for the year – – – 47.4 1,719.1 (2,499.6) (733.1) (23.5) (756.6)
Loss for the year – – – – – (2,499.6) (2,499.6) (21.1) (2,520.7)
Other comprehensive income – – – 47.4 1,719.1 – 1,766.5 (2.4) 1,764.1
Equity-settled share-based
payments – – 281.7 – – – 281.7 – 281.7
Dividends paid – – – – – – – (0.6) (0.6)
Acquisition of subsidiary with non-
controlling interests (DRDGOLD) – – – – – – – 940.3 940.3
Transaction with DRDGOLD
shareholders – – – – – 261.4 261.4 – 261.4
Balance at 31 December 2018 –* 34,667.0 3,609.3 52.6 955.3 (15,495.8) 23,788.4 936.0 24,724.4
Total comprehensive income for
the year – – – 128.9 (594.1) 62.1 (403.1) 370.0 (33.1)
Profit for the year – – – – – 62.1 62.1 370.7 432.8
Other comprehensive income – – – 128.9 (594.1) – (465.2) (0.7) (465.9)
Equity-settled share-based
payments – – 290.3 – – – 290.3 – 290.3
Dividends paid – – – – – – – (85.0) (85.0)
Shares issued for cash – 1,688.4 – – – – 1,688.4 – 1,688.4
Shares issued on Lonmin
acquisition – 4,306.6 – – – – 4,306.6 – 4,306.6
Acquisition of subsidiary with non-
controlling interests (Lonmin) – – – – – – – 247.0 247.0
Transaction with DRDGOLD
shareholders – – – – – – – (0.3) (0.3)
Balance at 31 December 2019 –* 40,662.0 3,899.6 181.5 361.2 (15,433.7) 29,670.6 1,467.7 31,138.3
Total comprehensive income for
the year – – – 201.8 (2,226.7) 29,311.9 27,287.0 1,328.8 28,615.8
Profit for the year – – – – – 29,311.9 29,311.9 1,309.7 30,621.6
Other comprehensive income – – – 201.8 (2,226.7) – (2,024.9) 19.1 (2,005.8)
Equity-settled share-based
payments – – 151.7 – – – 151.7 6.3 158.0
Dividends paid – – – – – (1,338.1) (1,338.1) (360.3) (1,698.4)
Reorganisation –
24 February 2020 10 17,660.7 (17,660.7) – – – – – – –
Shares issued upon conversion of
US$ Convertible Bond 11.1 12,573.2 – – – – – 12,573.2 – 12,573.2
Share buy-back 10 (84.1) – – – – – (84.1) – (84.1)
Transaction with DRDGOLD
shareholders 1 – – – – – 220.0 220.0 (220.0) –
Transaction with Lonmin Canada
shareholders – – – – – – – 13.2 13.2
Balance at 31 December 2020 30,149.8 23,001.3 4,051.3 383.3 (1,865.5) 12,760.1 68,480.3 2,235.7 70,716.0
1
Effective 10 January 2020, the Group exercised its option to acquire an additional 12.05% in DRDGOLD Limited. The consideration amounted to
R1,085.6 million for the subscription of 168,158,944 additional new ordinary shares resulting in a 50.1% shareholding in DRDGOLD Limited (effective
50.66% shareholding after taking account of treasury shares held by DRDGOLD Limited at 31 December 2020). The Group calculated the net asset
value of DRDGOLD Limited at the effective date to which the additional ownership percentage was applied to determine the reattribution between
non-controlling interest and the Group
* Less than R0.1 million
Sibanye-Stillwater Summarised Report and Notice of Annual General Meeting 2020 15
OVERVIEW SUMMARISED FINANCIAL STATEMENTS NOTICE OF ANNUAL GENERAL MEETING ADMINISTRATIVE DETAILS
On 4 October 2019 Sibanye Gold Limited (SGL) and the Company, a previously dormant wholly owned subsidiary of SGL, announced
the intention to implement a scheme of arrangement to reorganise SGL’s operations under a new parent company, the Company
(the “Scheme”). The Scheme was implemented through the issue of the Company’s shares (tickers: JSE – SSW and NYSE – SBSW) in
exchange for the existing shares of SGL (previous tickers: JSE – SGL and NYSE – SBGL). On 23 January 2020, SGL and Sibanye-Stillwater
announced that all resolutions for the approval of the Scheme, were passed by the requisite majority votes at the Scheme meeting held
at the SGL Academy. The Scheme was implemented on 24 February 2020. For more information relating to the accounting treatment of
the Scheme, refer note 10).
These summarised consolidated financial results have been extracted from the audited consolidated financial statements of Sibanye-
Stillwater for the year ended 31 December 2020, but is not itself audited. In accordance with Section 30(2) and 30(3) of the Companies
Act, the consolidated annual financial statements for the year ended 31 December 2020, have been audited by Ernst & Young Inc.,
the company’s independent external auditors, whose unqualified audit report can be found under Independent Auditor’s Report in the
Annual Financial Report 2020.
Group
Corporate Corporate Corporate
and and and
reconciling Total reconciling reconciling
Mimosa items1 SA gold Driefontein Kloof Beatrix Cooke DRDGOLD items1 items1
3,894.5 (5,198.5) 27,868.8 6,793.5 9,795.0 4,663.8 1,039.6 5,051.0 525.9 (543.1)
3,894.5 (5,110.9) 19,913.1 6,793.5 8,109.4 4,499.8 – – 510.4 (543.1)
– (87.6) 7,955.7 – 1,685.6 164.0 1,039.6 5,051.0 15.5 –
– – – – – – – – – –
1,299.7 4,041.0 (134.2) 498.3 1,185.0 120.2 (314.6) 659.4 (2,282.5) (982.6)
– (0.2) 643.8 – – – – 642.7 1.1 –
(413.9) 413.7 (966.5) (186.5) (392.0) (93.1) – (294.9) – –
– – (1,786.2) (742.3) (722.2) (321.7) – – – –
– – (243.9) – (155.4) (0.2) – (46.2) (42.1) –
(413.9) 413.7 (2,996.6) (928.8) (1,269.6) (415.0) – (341.1) (42.1) –
Group
Corporate Corporate Corporate
and and and
reconciling Total reconciling reconciling
Mimosa items 2 SA gold Driefontein Kloof Beatrix Cooke DRDGOLD items 2 items2
2,342.6 (2,342.6) 18,644.2 3,303.1 6,808.5 3,798.2 828.4 3,621.0 285.0 (161.7)
2,342.6 (2,342.6) 12,730.1 3,301.4 5,552.4 3,576.9 21.2 – 278.2 (161.7)
– – 5,914.1 1.7 1,256.1 221.3 807.2 3,621.0 6.8 –
– – – – – – – – – –
377.1 10,607.3 (7,516.5) (2,552.8) (1,501.3) (853.7) (531.4) 188.7 (2,266.0) (841.5)
– (0.9) 309.1 – – – – 307.4 1.7 –
(343.1) 342.7 (514.4) (163.0) (238.1) (70.5) – (42.8) – –
– – (1,336.5) (512.9) (590.4) (233.2) – – – –
– – (214.7) – (108.9) (2.1) – (39.0) (64.7) –
(343.1) 342.7 (2,065.6) (675.9) (937.4) (305.8) – (81.8) (64.7) –
1
The SA gold operations’ results for the year ended 31 December 2018 include DRDGOLD for five months since acquisition
2
Corporate and reconciling items represent 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. Group corporate previously included only the Wheaton Stream finance costs. To align the
classification of corporate transaction costs between reporting periods, a reclassification between Gold Corporate and Group corporate was made
3
Net other cash costs consist of other costs and other income as detailed in profit or loss, excluding change in estimate of environmental rehabilitation
obligation, and right of recovery receivable and payable (gain of R66.6 million)
4
Net other costs consists of gain on financial instruments, gain on foreign exchange differences, change in estimate of environmental rehabilitation
obligation, and right of recovery receivable and payable (gain of R66.6 million). Corporate and reconciling items net other costs includes the share of
results of equity-accounted investees after tax as detailed in profit or loss
5
Non-underlying items consists of gain on disposal of property, plant and equipment, impairments, gain on derecognition of borrowings and
derivative financial instrument, occupational healthcare expense, restructuring costs, and transaction costs as detailed in profit or loss
Group
Corporate Corporate Corporate
and and and
reconciling Total reconciling reconciling
Rustenburg items 2 SA gold Driefontein Kloof Beatrix Cooke DRDGOLD 1 items 2 items 2
11,372.5 (1,857.5) 19,656.7 5,111.2 8,131.7 4,601.3 841.8 1,047.5 (76.8) (26.7)
10,460.7 (1,857.5) 16,157.2 4,782.4 6,937.9 4,467.8 45.9 – (76.8) (26.7)
911.8 – 3,499.5 328.8 1,193.8 133.5 795.9 1,047.5 – –
– – – – – – – – – –
3,347.9 (2,374.3) (2,142.0) (3,522.2) 295.1 (185.5) (627.3) (565.8) 2,463.7 (355.5)
– – (23.8) – – – – (24.7) 0.9 –
(313.5) 170.9 (546.6) (228.1) (220.6) (82.6) – (14.5) (0.8) –
(477.9) – (2,053.6) (817.1) (839.6) (396.9) – – – –
(0.6) – (647.5) (0.4) (141.8) (1.7) – (303.3) (200.3) –
(792.0) 170.9 (3,247.7) (1,045.6) (1,202.0) (481.2) – (317.8) (201.1) –
3. REVENUE
The Group’s sources of revenue are:
Percentage of revenue per segment based on the geographical location of customers purchasing from the Group:
6 6
% % %
36
34
South Africa 45 South Africa
South Africa United Kingdom United Kingdom
United Kingdom 60 Other Other
64 49
PGM
1
17 11 16 7
28
% % %
South Africa South Africa South Africa
18 United Kingdom United Kingdom 45 United Kingdom
United States of America United States of America United States of America
Other Other 48 Other
54 55
4. FINANCE EXPENSE
Figures in million – SA rand Notes 2020 2019 2018
Interest charge on:
Borrowings – interest (1,289.9) (1,444.9) (1,572.5)
Borrowings – accrued interest and unwinding of amortised cost (393.2) (374.4) (538.3)
Lease liabilities (33.9) (33.9) –
Environmental rehabilitation obligation 12 (683.8) (578.7) (398.8)
Occupational healthcare obligation 13 (96.3) (115.5) (105.4)
Deferred Payment (related to the Rustenburg operation acquisition) 16 (186.8) (179.0) (200.4)
Dissenting shareholders – (21.2) (68.1)
Deferred revenue 1 15 (349.2) (352.3) (160.3)
Deferred consideration (related to Pandora acquisition) 16 (49.1) (40.5) –
Other (69.6) (162.1) (90.9)
Total finance expense (3,151.8) (3,302.5) (3,134.7)
1
For the year ended 31 December 2020, interest expense includes non-cash interest of R322.1 million (2019: R310.8 million, 2018: R160.3 million)
relating to the Wheaton Stream. In addition, interest expense includes non-cash interest of R12.6 million (2019: R41.5 million, 2018: Rnil) relating
to the BTT project. Although there is no cash financing cost related to this arrangement, IFRS 15 Revenue from Contracts with Customers (IFRS 15)
requires the Group to recognise a notional financing charge due to the significant time delay between receiving the upfront streaming payment and
satisfying the related performance obligations. A discount rate of 4.6% and 5.2% was used for the Wheaton palladium and gold stream respectively
and 11.5% was used for the BTT stream in determining the finance costs to be recognised as part of the streaming transactions entered into. For the
year ended 31 December 2020, interest expense also includes R14.5 million non-cash interest relating to the platinum forward sale entered into by
Western Platinum Proprietary Limited (WPL) on 3 March 2020
6. REVERSAL OF IMPAIRMENTS/(IMPAIRMENTS)
Figures in million – SA rand Note 2020 2019 2018
Impairment of property, plant and equipment (0.5) (5.1) (2,603.3)
Impairment of goodwill – (54.3) (436.3)
Reversal of impairment/(impairment) of equity-accounted investee 9 119.6 (12.3) –
Other reversal of impairment 2.3 – –
Impairment of loan to equity-accounted investee – (14.3) (1.8)
Total reversal of impairments/(impairments) 121.4 (86.0) (3,041.4)
The Group’s estimates and assumptions used in the 31 December 2020 impairment testing include:
The cash flows are based on the annual life-of-mine plan that takes into account the following:
The recoverable amounts of the operating CGUs are sufficiently 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.
Dilutive shares are the number of potentially dilutive ordinary shares that could be issued as a result of share awards granted to
employees under the equity-settled share-based payment schemes. As at 31 December 2018, these were antidilutive. The US$
Convertible Bond was converted during October 2020 and was antidilutive for the years ended 31 December 2020, 2019 and 2018.
9. EQUITY-ACCOUNTED INVESTMENTS
The Group holds the following equity-accounted investments:
Sibanye-Stillwater determined that the acquisition of SGL did not represent a business combination as defined by IFRS 3. This is because
neither party to the Scheme could be identified as an accounting acquirer in the transaction, and post the implementation there would
be no change of economic substance or ownership in the SGL Group.
The SGL shareholders have the same commercial and economic interest as they had prior to the implementation of the Scheme
and no additional new ordinary shares of SGL were issued as part of the Scheme. Following the implementation of the Scheme,
the summarised consolidated financial statements of Sibanye-Stillwater therefore reflects that the arrangement is in substance a
continuation of the existing SGL Group. SGL is the predecessor of the Company for financial reporting purposes and following the
implementation of the Scheme, Sibanye-Stillwater’s consolidated comparative information is presented as if the reorganisation had
occurred before the start of the earliest period presented.
In order to affect the reorganisation in the Group at the earliest period presented in these summarised consolidated financial
statements, a reorganisation reserve was recognised at 31 December 2017 to adjust the previously stated share capital of SGL of
R34,667 million to reflect the stated share capital of the Company of R1 at that date. The reorganisation reserve was adjusted for
previously recognised movements in the stated share capital of SGL between 31 December 2017 and 24 February 2020. The issue of
shares at the effective date of the Scheme, was recorded at an amount equal to the net asset value of the unconsolidated SGL company
at that date, with the difference recognised as a reorganisation reserve.
As a result of the above, earnings per share measures are based on SGL’s issued shares for comparative periods. For purposes of
Sibanye-Stillwater’s earnings per share measures for the year ended 31 December 2020, shares issued as part of the Scheme were
treated as issued from the beginning of the current reporting period so as to reflect the unchanged continuation of the Group.
No weighting was required as there were no changes in the issued share capital of SGL from the beginning of the current year up to
the effective date of the Scheme. Shares issued after the implementation of the Scheme were time-weighted as appropriate.
Company SGL
Figures in thousand 2020 2019 2018
Authorised number of shares 10,000,000 10,000,000 10,000,000
All the Company’s ordinary no par value 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.
Scheme Reorganisation
SGL impact reserve Company
Amount Shares Amount Amount Amount Shares
(million) (thousand) (million) (million) (million) (thousand)
Balance at 31 December 2017 34,667.0 2,168,721 (34,667.0) 34,667.0 –* –*
Shares issued under SGL Share Plan – 10,394 – – – –
Capitalisation issue – 87,146 – – – –
Balance at 31 December 2018 34,667.0 2,266,261 (34,667.0) 34,667.0 –* –*
Shares issued for cash 1,688.4 108,932 (1,688.4) 1,688.4 – –
Shares issued on Lonmin acquisition 4,306.6 290,395 (4,306.6) 4,306.6 – –
Shares issued under SGL Share Plan – 4,442 – – – –
Balance at 31 December 2019 40,662.0 2,670,030 (40,662.0) 40,662.0 –* –*
Scheme implemented 1
(17,660.7) 17,660.7 2,670,030
Shares issued under Company
Share Plan – – 6,932
Issued upon conversion of US$
Convertible Bond 2 – 12,573.2 248,040
Shares delisted (share buy-back) – (84.1) (1,431)
Balance at 31 December 2020 23,001.3 30,149.8 2,923,571
1
The stated share capital value of the Company on Scheme implementation amounts to the net asset value of the unconsolidated SGL company on
the effective date of the Scheme. The reorganisation reserve is the balance between the previously presented stated share capital and the revised
stated share capital value of the Company. There was no change in the issued share capital of the SGL Group from 31 December 2019 to the effective
date of the Scheme
2
Refer note 11.1
* Less than R0.1 million or one thousand shares as indicated
REPURCHASE OF SHARES
On 2 November 2020, the directors of the Company decided to make an offer to certain holders of the Company’s ordinary shares,
via an Odd-lot offer to holders of fewer than 100 shares of the Company and a specific repurchase in terms of the JSE Listings
Requirements and the South African Companies Act, 2008 to holders of 100 to 400 Company shares. This resulted in a total repurchase
to the value of R84.1 million including directly attributable incremental transaction costs and a decrease of 1,431,197 in the issued
shares of the Company. The average price paid for the repurchased shares amounted to R58.80 per share.
11. BORROWINGS
Figures in million – SA rand Note 2020 2019 2018
Balance at beginning of the period 23,736.2 24,504.7 25,649.5
Borrowings acquired on acquisition of subsidiary – 2,574.8 –
Loans raised 16,289.2 18,981.7 17,130.2
– US$600 million RCF 1 7,218.1 9,067.1 5,391.6
– R6.0 billion RCF 2
– 1,150.0 360.0
– R5.5 billion RCF 2
5,000.0 500.0 –
– Other borrowings 3 4,071.1 8,264.6 10,798.6
– US$350 million RCF – – 580.0
Loans repaid (18,335.1) (22,008.3) (21,231.5)
– US$600 million RCF (6,802.2) (5,826.2) (2,744.7)
– R6.0 billion RCF – (5,046.4) –
– R5.5 billion RCF (7,500.0) – –
– Other borrowings (4,019.7) (11,135.7) (10,854.6)
– 2022 and 2025 Notes – – (5,107.4)
– US$ Convertible Bond settled in cash (13.2) – (745.2)
– US$350 million RCF – – (1,779.6)
US$ Convertible Bond converted into shares (5,578.2) – –
Unwinding of loans recognised at amortised cost 393.2 374.4 538.3
Accrued interest (related to the 2022 and 2025 Notes,
and US$ Convertible Bond) 857.7 769.9 942.5
Accrued interest paid (866.3) (777.7) (907.2)
Gain on derecognition of borrowings – – (179.7)
(Gain)/loss on the revised cash flow of the Burnstone Debt 5 (264.3) 96.6 (804.6)
Loss/(gain) on foreign exchange differences and foreign currency
translation 2,150.2 (779.9) 3,367.2
Balance at end of the period 18,382.6 23,736.2 24,504.7
1
US$75 million of the facility will mature within the next twelve months. US$450 million of the facility lenders (i.e. six of the eight lenders) have
exercised the option to extend for a further two years, and US$75 million of the facility lenders (i.e. one of the eight lenders) has exercised the
option to extend for only one year
2
Sibanye-Stillwater refinanced and cancelled its R6.0 billion Revolving Credit Facility (RCF), which matured on 15 November 2019, by entering into a
new R5.5 billion RCF on 25 October 2019 and drawing under the new RCF on 11 November 2019. All facility lenders have approved the first extension
with the loan facility now maturing on 11 November 2023
3
These facilities have no fixed terms, are short-term in nature and interest rates are market related
On 11 September 2020 a bondholder elected to convert a US$200,000 bond into 127,967 ordinary shares of the Company. On 18
September 2020, SGL issued notice to exercise its rights to redeem all the Bonds in full on 19 October 2020 (Optional Redemption
Notice). Following the issue of the Optional Redemption Notice and subject to the conditions of the Bonds, bondholders could still
exercise their conversion rights by delivering a conversion notice. Following receipt of the conversion notices, SGL could elect to settle
the Bonds in shares of the Company or in cash to the value of the shares, subject to the conditions of the Bonds. Conversion notices
were received for Bonds with a nominal value of US$383 million and all converted bonds were settled through the issue of 247,912,467
ordinary shares in the Company. No conversion notices were received for Bonds to the value of $0.8 million and these were redeemed
for cash at nominal value, including unpaid accrued interest.
Upon implementation of the Scheme on 24 February 2020, SGL became a subsidiary of the Company, which in turn became the new
holding company of the Group (refer note 10). Consequently, even though SGL was the Bond issuer, the converted Bonds were settled
in shares of the Company.
The Bonds consisted of two components under IFRS. The conversion option component was recognised as a derivative financial liability
measured at fair value through profit or loss. The bond component was recognised as a financial liability measured at amortised cost
using the effective interest method. Both financial liabilities were extinguished upon settlement of the Bonds. Before derecognition,
interest was accrued up to the settlement date on the amortised cost component based on the original effective interest rate.
The loss on settlement was attributed to the derivative component and measured as the difference between the fair value of the
Sibanye-Stillwater shares issued on the respective settlement dates, the carrying amount of the amortised cost component immediately
before settlement and the carrying amount of the derivative component. Sibanye-Stillwater shares issued on settlement of the Bonds
were measured at the fair value on the dates of issue to the bondholders by applying a volume weighted average price (VWAP) on the day.
The tables below illustrate the movement in the amortised cost element and the derivative element respectively:
The following are contractually due, undiscounted cash flows resulting from maturities of financial liabilities, including interest
payments:
Between
Within one one and After
Figures in million – SA rand Total year five years five years
31 December 2020
Other payables 5,088.8 2,307.5 2,723.3 58.0
Trade and other payables 8,523.8 8,523.8 – –
Borrowings
– Capital
US$600 million RCF 6,977.7 872.6 6,105.1 –
2022 and 2025 Notes 10,291.9 – 10,291.9 –
Burnstone Debt 114.3 – 11.7 102.6
Franco-Nevada liability 2.1 2.1 – –
Stillwater Convertible Debentures 3.8 3.8 – –
– Interest 6,680.6 809.5 1,563.5 4,307.6
Total 37,683.0 12,519.3 20,695.5 4,468.2
On 26 July 2019 the Gauteng High Court in Johannesburg approved the R5 billion Settlement Agreement in the silicosis class action
suit. This Settlement Agreement provides compensation to all eligible workers suffering from silicosis and/or tuberculosis who worked in
the Occupational Lung Disease Working Group companies’ mines from 12 March 1965 to the date of the Settlement Agreement.
The Settlement Agreement required the formation of the Tshiamiso Trust (the Trust) to administer the claim settlement process, which
includes tracing claimants, assessing and processing submitted claims and paying benefits to eligible claimants. The Trust will be funded
by the participants to the Working Group through contributions determined in accordance with the Settlement Agreement. In addition,
a special purpose vehicle was created with the objective of performing certain functions on behalf of the Working Group as set out in
the deed of the Trust and Settlement Agreement. The special purpose vehicle and Trust are not controlled by the Group.
On 19 December 2019 Sibanye-Stillwater provided a guarantee for an amount not exceeding R1,372 million in respect of administration
contributions, initial benefit contributions and benefit contributions to the Trust as required by the trust deed.
Sibanye-Stillwater currently has provided R1,194.6 million for its share of the settlement cost. The provision is consequently subject to
adjustment in the future based on the number of eligible workers and changes in other assumptions.
Apart from the change in manner of settlement to cash, the terms and conditions of the awards, including all vesting conditions, are
the same as the 2017 Share Plan applicable to previous cycles. The FSUs have the same terms as the previous Bonus Shares and CSUs
have the same terms as the previous Performance Shares. The value of the cash settlement is therefore the same as the value of the
shares that would have vested according to the rules in previous arrangements. Existing unvested equity-settled awards under the 2017
Share Plan remain unchanged and will be settled in the Company’s shares to the extent that they vest.
At each reporting date, on vesting date and on settlement date, the liability for the cash payment relating to the FSUs and CSUs
awarded is measured/ remeasured at fair value. Similar to the equity-settled schemes, fair value is determined using a Monte Carlo
Simulation model, with key inputs including the Company’s share price, risk free rate, dividend yield and volatility.
On 24 January 2020, WPL, Eastern Platinum Limited and Lonmin (collectively the “Purchasers”), subsidiaries of Sibanye-Stillwater,
entered into a Release and Cancellation Agreement (“the Release Agreement”) with RFW Lonmin Investments Limited (“the Seller”)
in respect of the BTT. The Release Agreement sets out the terms and conditions upon which the Purchasers have purchased the Seller’s
entire interest in the metals purchase agreement for an amount of US$50 million to be settled in cash. The BTT transaction was
implemented and the liability settled on 6 March 2020. WPL concluded a forward platinum sale arrangement on 3 March 2020 to fund
the settlement of the BTT liability. WPL received a cash prepayment of US$50 million (R771 million) in exchange for the future delivery
of 72,886 ounces of platinum on set dates between June and December 2020. The platinum price delivered under the prepayment
was hedged with a cap price of US$1,050 per ounce and a floor price of US$700 per ounce. The Group received, and recognised, the
difference between the floor price and the monthly average price (subject to a maximum of the cap price) on delivery of the platinum.
The final delivery under the forward platinum sale arrangement was made on 7 December 2020.
17. FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES, AND RISK MANAGEMENT ACTIVITIES
17.1 MEASUREMENT AT FAIR VALUE
The fair value of financial instruments is estimated based on ruling market prices, volatilities and interest rates at 31 December 2020.
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).
The following table set out the Group’s significant financial instruments measured at fair value by level within the fair value hierarchy:
The Group currently has committed undrawn debt facilities of R7,336.3 million at 31 December 2020 (31 December 2019: R5,688.0
million, 31 December 2018: R5,987.1 million) and cash balances of R20,239.8 million (31 December 2019: R5,619.0 million, 31
December 2018: R2,549.1 million). The most immediate debt maturity is the US$353.7 million June 2022 High Yield bond maturity,
and an early restructure and/or settlement of this tranche could be undertaken during 2021. Additionally, during March 2021 the
Group successfully extended the first maturity date for the remaining lender, as a result US$150 million of the USD Revolving Credit
Facility (RCF) matures in April 2022, with the US$450 million balance of the USD RCF maturing in April 2023. As at 31 December 2020
only US$475 million of the US$600 million USD RCF was drawn. The R5.5 billion RCF was fully repaid during August 2020 with the
full balance being undrawn at 31 December 2020 and available until November 2023, given the exercise of the first extension option.
During October 2020 the US$ Convertible bond was settled through cash (R13.2 million) and the issue of shares (R12,573.2 million,
refer note 28.5), further strengthening the balance sheet whilst preserving cash. Given the high level of available cash and undrawn
facilities and resultant strong liquidity position no imminent refinancing of debt is required
The Group’s leverage ratio (net (cash)/debt to adjusted EBITDA) as at 31 December 2020 was (0.1):1 (31 December 2019 was 1.4:1,
31 December 2018 was 2.5:1) and its interest coverage ratio (adjusted EBITDA to net finance charges) was 79.8:1 (31 December 2019
was 6.5:1, 31 December 2018 was 4.9:1). Both considerably better than the maximum permitted leverage ratio of at most 2.5:1 (up to
31 December 2019 3.5:1); and minimum required interest coverage ratio of 4.0:1, calculated on a quarterly basis, required under the
US$600 million RCF and the R5.5 billion RCF.
Gold and PGMs are sold in US dollars with most of the South African operating costs incurred in rand, as such the Group’s results
and financial condition will be impacted if there is a material change in the rand/US dollar exchange rate. High levels of volatility in
commodity prices may also impact on profitability. Due to the nature of deep level mining, industrial and mining accidents may result in
operational disruptions such as stoppages which could result in increased production costs as well as financial and regulatory liabilities.
Further, Sibanye-Stillwater’s operations may be adversely affected by production stoppages caused by labour unrest, union activity or
other factors.
Any additional regulatory restrictions imposed by the South African government to reduce the spread of the COVID-19 pandemic
(refer below) could adversely affect the 2021 production outlook of the South African operations. Presently, there are no COVID-19
related work stoppages being imposed by either the Federal government and the State of Montana. However, the ongoing need to
maintain COVID-19 protocols in the US, due to state and federal guidelines and the Montana Operation’s own processes to manage
its COVID-19 exposures, is having an impact on productivity and may adversely affect the 2021 production outlook of the US PGM
operations. These productivity impacts include, but are not limited to, staggered shift arrangements, duplicate transport, mandatory
screening, contact tracing and quarantining where necessary. These factors could impact on cash generated or utilised by the Group,
as well as adjusted EBITDA and financial covenants.
The following events, reported in our annual report for the year ended 31 December 2020, impacted on the profitability of the Group
for the year under review:
• Anglo American Platinum Limited’s (Anglo Plats) temporary shutdown of its converter plant (force majeure declared on 6 March
2020) – during the force majeure period, material produced by the Rustenburg, Platinum Mile and Kroondal operations was delivered
to our Marikana processing facility. The converter plant at Anglo Plats was brought back into production on 12 May 2020 and Anglo
Plats lifted the force majeure. On 31 May 2020 the converter plant was again shut down due to a water leak in the high-pressure
cooling section of the converter which was repaired by mid-June 2020. The toll treatment agreement between Anglo Plats and our
Rustenburg operation, and the purchase of concentrate agreement with our Kroondal and Platinum Mile operations continued after
Anglo repaired and recommissioned its converter plant.
• COVID-19 outbreak in South Africa – the President of the Republic of South Africa announced a nation-wide lockdown from
midnight 26 March 2020, which was amended through a notice published by the South African government on 16 April 2020
allowing for our South African mining operations to be conducted at a reduced capacity of not more than 50%. From 17 April 2020,
management commenced implementing its strategy to mobilise the required employee complement to safely ramp up production
at our South African operations to the initial restricted 50%. Subsequent directives issued by the Minister of Mineral Resources and
Energy and the easing of lockdown restrictions allowed for the controlled ramp up of production under stringent regulations. These
measures had a significant adverse impact on our production from our South African operations during Q2 2020. At 30 June 2020
the SA Gold and SA PGM operations were at a production capacity of 86% and 73%, respectively. Our strategy to safely mobilise
employees and ramp up to near normal production levels by the end of H2 2020 was successfully delivered. By the end of December
2020 the SA gold operations were almost ramped up to normal production capacity, however the momentum of ramping up
into January 2021 was disturbed by Christmas break whereby the pace of employees returning back was slower than anticipated,
especially those foreign nationals returning from the SADC countries where stricter border controls were implemented. The return
to work was impacted due to the extended screening process and compliance requirements linked to the National Government
level 3 lockdown regulations which was imposed in December 2020 and January 2021. By the end of December 2020, the SA
PGM operations were ramped up to normal production capacity, however the momentum of ramping up into January 2021 was
also disturbed by Christmas break whereby the pace of employees returning back was slower than anticipated due to the extended
screening process. The extended period of screening was caused by the compliance requirements to level 3 National government
lockdown regulations which require every employee returning from the Christmas break to be tested and screened for COVID-19.
In H1 2020, capital expenditure at the South African operations was deferred to H2 2020 mainly due to the COVID-19 lockdown,
with capital expenditure in H2 2020 mainly incurred in the Infrastructure, safety and compliance projects. The deferral of such capital
expenditure projects will flow into Q1 2021 and is also reflected as an increase in the 2021 capital expenditure plan.
• Although no formal lock down was experienced at our US PGM operations during 2020, the operational performance of our
US PGM operations was negatively impacted by COVID-19, with proactive COVID-19 measures required to mitigate the spread of
the COVID-19 pandemic and contain liquidity for the Group. This, amongst others, resulted in the deferral of capital project activity,
the delay in receipt of key sustaining and growth capital items and a curtailment in recycling operation activity for a portion of 2020.
The need to demobilize key project contractors during the onset of COVID-19, together with force majeure declaration’s on key
project infrastructure, contributed to the Stillwater East (Blitz) project being delayed by 24 months. Our recycling operations saw a
noticeable market liquidity driven slow down early on in the pandemic, although a recovery in the secondary supply market occurred
during the second half of 2020. The US PGM Operations saw production losses of approximately 4% due to COVID-19 during 2020.
During December 2020 and January 2021 South Africa experienced a second wave of COVID-19 infections which was contained.
Although the South African government introduced a level 3 lock down commencing from 28 December 2020, which was
subsequently reduced to level 1 lock down, this did not impose further restrictions on our South African operations. COVID-19 infection
rates remain high across the United States and our Montana Operations continue to operate under strict COVID-19 protocols. Although
further waves of COVID-19 infections could result in further restrictions on the Group which could affect its operational performance,
management believes that the educational, safety and continued awareness measures already embedded at all our operations should
limit the spread of infections.
The Group has thoroughly demonstrated its ability to proactively manage liquidity risk through these extraordinary times. Our improved
geographical and commodity diversification, along with improved commodity prices, cost containment, and increased operational scale
have enabled management to successfully mitigate the simultaneous impact of these abnormal events during 2020, navigating the
Group to well below its targeted leverage ratio of below 1:1.
Notwithstanding the exceptionally strong current liquidity position and financial outlook, further amendments to COVID-19 regulations
or uncontrolled infection rates could impose additional restrictions on both our US PGM and South African operations that may
adversely impact the production outlook for 2021. This could deteriorate the Group’s forecasted liquidity position and may require the
Group to further increase operational flexibility by adjusting mine plans, reducing capital expenditure and/or selling assets. The Group
may also, if necessary, be required to consider options to increase funding flexibility which may include, amongst others, additional
loan facilities or debt capital market issuances, streaming facilities, prepayment facilities or, in the event that other options are not
deemed preferable or achievable by the Board, an equity capital raise. The Group could also, with lender approval, request covenant
amendments or restructure facilities. During past adversity management has successfully implemented similar actions.
Management believes that the cash generated by its operations, cash on hand, the unutilised debt facilities as well as additional funding
opportunities will enable the Group to continue to meet its obligations as they fall due. The consolidated financial statements for the
year ended 31 December 2020, therefore, have been prepared on a going concern basis.
18. DIVIDENDS
DIVIDEND POLICY
Sibanye-Stillwater’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. The Board, therefore, considers normalised earnings in
determining what value will be distributed to shareholders. The Board believes normalised earnings provides useful information to
investors regarding the extent to which results of operations may affect shareholder returns. Normalised earnings is defined as earnings
attributable to the owners of Sibanye-Stillwater excluding gains and losses on financial instruments and foreign exchange differences,
impairments, gain/loss on disposal of property, plant and equipment, occupational healthcare expense, restructuring costs, transactions
costs, share-based payment on BEE transaction, gain on acquisition, net other business development costs, share of results of equity-
accounted investees, after tax, and changes in estimated deferred tax rate.
In line with Sibanye-Stillwater’s strategic priority of deleveraging and the commitment to shareholder returns, the Board of Directors
resolved to pay a final dividend of 321 SA cents per share. Together with the interim dividend of 50 SA cents per share, which was
declared and paid, this brings the total dividend for the year ended 31 December 2020 to 371 cents per share and this amounts to a
payout of 35% of normalised earnings.
In terms of the ruling, the Dissenting Shareholders (together owning approximately 4.5% of Stillwater shares outstanding at the time)
received the same US$18 per share consideration originally offered to, and accepted by other Stillwater shareholders, plus interest.
The remaining payment of approximately US$21 million due to the Dissenting Shareholders has been paid by Sibanye-Stillwater during
the six months ended 31 December 2019.
Certain of the Dissenting Shareholders filed an appeal with the Supreme Court of the State of Delaware and oral arguments were
completed on 15 July 2020. On 12 October 2020, the Delaware Supreme Court issued an opinion affirming in whole the trial court’s
opinion. On 28 October 2020, the Delaware Supreme Court issued a mandate to the trial court closing the case. Therefore, this action
is now terminated.
The investment in Keliber resulting from the E15 million subscription in the first tranche will be treated as an equity accounted
associate. Further subscriptions of tranche two and three will be assessed at the time of subscription to determine whether the Group
has at that stage obtained sufficient voting rights and/or potential voting rights to obtain accounting control over Keliber.
The Restructuring Transaction resulted in the cancellation of the previous preference share funding provided to a special purpose vehicle
(Phembani SPV) held by the Phembani Group Proprietary Limited group (Phembani Group). As replacement, the Group subscribed for
new preference shares at a nominal amount in the Phembani SPV. These preference shares will earn dividends capped to R2.6 billion
and will be funded through 90% of the dividends attributable to the Phembani Group as and when paid by Marikana. The preference
shares will be redeemed at the earlier of 12.5 years from the issue date or when the capped dividend amount is reached.
The new arrangement provides the Marikana shareholders with access to distributable Marikana dividends in the short and medium
term through the introduction of a 10% trickle dividend while any shareholder loans or specified intercompany debt is outstanding.
Thereafter, the Marikana shareholders will participate fully in their attributable portion of Marikana’s dividends. However, a 90% portion
of the Phembani Group’s attributable dividends will continue to be applied against the preference dividends until the preference shares
have been redeemed. As part of the Restructuring Transaction, Incwala Platinum Proprietary Limited is also released from its obligation
to repay the historical loans made to it by WPL.
The Group is in the process of assessing the accounting impact of this transaction.
Notice is hereby given to shareholders, that the annual general meeting (AGM) of Sibanye-Stillwater (the Company or Sibanye-Stillwater),
for the year ended 31 December 2020, will be held on Tuesday, 25 May 2021 at 09:00 (CAT), entirely by electronic communication, to:
(i) deal with such business as may lawfully be dealt with at the AGM
(ii) consider and, if deemed fit, pass, with or without modification, the ordinary and special resolutions set out hereunder in the manner
required by the South African Companies Act 71 of 2008, as amended (“the Act”) as read with the JSE Listings Requirements and
other stock exchanges on which the Company’s ordinary shares (whether in the form of ordinary shares or American depositary
shares) are listed
Please note that, in terms of section 63(1) of the Act, AGM participants (including proxies) are required to provide appropriate
identification if they wish to participate in, or vote at, the AGM (as more fully detailed in this notice). Acceptable forms of identification
for this virtual AGM, include certified copies of valid identity documents, driver’s licences and passports.
• receive notice of the AGM (being the date on which a shareholder must be registered in the Company’s securities register in order to
receive notice of the AGM) as being Friday,16 April 2021; and
• participate in and vote at the AGM (being the date on which a shareholder must be registered in the Company’s securities register
in order to participate in and vote at the AGM) as being Friday, 14 May 2021. The last day to trade to be eligible to vote is Tuesday
11 May 2021
Shareholders who have not dematerialised their shares or who have dematerialised their shares with “own-name” registration, and
who are entitled to attend, participate in and vote at the AGM, are entitled to appoint a proxy to attend, speak and vote in their stead.
A proxy need not be a shareholder and shall be entitled to vote on a poll. In light of the COVID-19 virus outbreak and in order to assist
the timeous verification of the identity of shareholders and their proxies who wish to participate by electronic communication at the
AGM, proxy forms are required to be forwarded so as to reach the transfer secretaries in South Africa or the United Kingdom by no
later than 09h00 on Friday, 21 May 2021.
Shareholders that have not dematerialised their shares or who have dematerialised their shares with “own name” registration but do
not email proxy forms to the transfer secretaries within the requisite time, are still entitled to lodge their form of proxy immediately
prior to the AGM, by emailing their proxy forms to the registrars, Computershare at proxy@computershare.co.za by no later than 09:00
(CAT) Friday, 21 May 2021 or, alternatively, by registering on www.smartagm.co.za by no later than 09:00 (CAT) Friday, 21 May 2021.
Shareholders who have dematerialised their shares, other than those shareholders who have dematerialised their shares with “own-name”
registration, should contact their Central Securities Depository Participant (CSDP) or broker in the manner and within the time frame
stipulated in the agreement entered into between them and their CSDP or broker in order to:
• in the event that the shareholders wish to participate at the AGM, to obtain the required letter of representation to do so from their
CSDP or broker.
On a poll, every shareholder participating in person or represented by proxy or by letter of representation and entitled to vote shall be
entitled to one vote on a poll, irrespective of the number of shares such person holds or represents.
ELECTRONIC PARTICIPATION
The AGM will be conducted entirely electronically, and not in person as a result of the ongoing impact of the COVID-19 pandemic and
necessity to observe health distancing imperatives and restrictions on gatherings and movement.
The electronic meeting facilities arranged will permit all participants at the AGM to communicate concurrently, without an intermediary,
and to participate reasonably effectively in the meeting. Electronic voting will therefore be the only method available for Sibanye-
Stillwater Shareholders to vote at the AGM.
Sibanye-Stillwater Shareholders who wish to participate electronically in and/or vote at the AGM are required to complete the Electronic
Participation Application Form attached hereto and email same to Computershare at proxy@computershare.co.za as soon as possible,
but in any event by no later than 09h00 on Friday, 21 May 2021 or alternatively register on www.smartagm.co.za as soon as possible,
but in any event by no later than 09h00 on Friday, 21 May 2021 (“Electronic Participation Compliance”).
If Sibanye-Stillwater Dematerialised shareholders, other than dematerialised shareholders with “own name” registration, wish to
participate in the AGM, they should instruct their CSDP or Broker to issue them with the necessary letter of representation to participate
in the AGM, in the manner stipulated in their Custody Agreement. These instructions must be provided to the CSDP or Broker by the
cut-off time and date advised by the CSDP or Broker, to accommodate such requests.
Computershare will assist Sibanye-Stillwater Shareholders with the requirements for electronic participation in, and/or voting at the
AGM. Computershare is further obliged to validate each such Sibanye-Stillwater Shareholder’s entitlement to participate in and/or
vote at the AGM, before providing him or her with the necessary means to access the AGM and/or the associated voting platform.
Sibanye-Stillwater Shareholders will be liable for their own network charges in relation to electronic participation in and/ or voting at
the AGM. Any such charges will not be for the account of Sibanye-Stillwater, the Transfer Secretaries and/or Computershare.
Neither Sibanye-Stillwater nor the Transfer Secretaries can be held accountable in the case of loss of network connectivity or other
network failure due to insufficient airtime, internet connectivity, internet bandwidth and/or power outages which prevents any such
Sibanye-Stillwater Shareholder from participating in and/or voting at the AGM.
As required in terms of section 63(1) of the Companies Act, before any person may attend or participate in the AGM, that person must
present reasonably satisfactory identification and the Chairman of the meeting must be reasonably satisfied that the right of that person
to participate and vote, either as a shareholder or as a proxy for a shareholder, has been reasonably verified. In order to comply with the
verification procedure set out in section 63(1) of the Companies Act, shareholders wishing to participate electronically in and/or vote at
the AGM are required to effect Electronic Participation Compliance as detailed above.
Any shareholder or proxy that does not send an electronic communication by 09h00 on Friday, May 21, 2021, may still participate
via electronic communication at the AGM and may email that electronic notice at any time but not later than 08h30 prior to the
commencement of the AGM. However, for the purpose of effective administration, shareholders and their proxies are strongly urged
to send the electronic notice by 09h00 on Friday, 21 May 2021. The electronic communication employed will enable all persons
participating in the meeting to communicate concurrently with one another without an intermediary and to participate reasonably
effectively in the meeting. Voting of shares will be possible via electronic communication. Once the meeting has commenced,
participants will be able to vote via the voting link to be provided during the meeting.
The Social, Ethics and Sustainability Committee report is included as part of this Notice of Meeting.
CA (SA), CD (SA), BCompt (Hons), CTA, Advanced Taxation Certificate, Advanced Diploma in Financial Planning and Advanced Diploma
in Banking, Chartered Director (SA).
Sindi joined the Sibanye-Stillwater Board as an Independent Non-Executive Director with effect from 1 January 2021. A Chartered
Accountant by profession, Sindi is an expert in the areas of accounting, auditing and business management. Sindi is also a Chartered
Director (SA) and has vast experience as a Director in the public and private sectors, currently serving as a non-executive Director
of Discovery Holdings Limited, Metrofile Limited, Aspen Limited, Mercedes-Benz South Africa Limited, Tourvest Group (Pty) Limited
and Gijima Limited. She is an author of “The ACE Model-Winning Formula for Audit Committees”, formerly used by the Institute of
Directors to train audit committee members in South Africa, and the author of “Creating Board and Committee Effectiveness”. She is a
member of the South African Institute of Chartered Accountants and Institute of Directors. Sindi was previously non-executive Chairman
of the Airports Company South Africa and a non-executive director of Woolworths Limited, Primedia Limited, Wiphold Limited, Ethos
Private Equity, Institute of Directors, Alexkor Limited, Rebosis Limited, ATNS SOC Limited, AngloGold Ashanti Limited and previously
chaired the Business Unity South Africa Standing Committee on Transformation. Sindi was the co-founder and retired Chief Executive
Officer of Nkonki Incorporated, having held the position from 1998 to 2016.
Sindi’s numerous awards include: South Africa’s Business Woman of the Year in 1998 (awarded by the Executive Women’s Club),
Eastern Cape Achiever’s Award in the Finance Category in 2005 (awarded by Metropolitan Life, Woman of Substance Award in 2008
(awarded by AWCA), Overall Professional Woman of the year in 2014 (awarded by SAPSA) and Outstanding CEO of a Black Audit Firm
in 2016 (awarded by SAPSA).
MA (Natural Sciences, Geology), Trinity College, University of Cambridge; MSc (Mineral Exploration and Management), Stanford
University FGS, FAIMM, FAusIMM
Rick is the Sibanye-Stillwater Lead Independent non-Executive Director. He was appointed as an independent non-executive Director
on 24 February 2020. He has over 41 years’ experience in the mining industry. Previously, he occupied the positions of President of the
Minerals Council; President and CEO of TEAL Exploration & Mining Inc; Chairman of Anglovaal Mining Limited and of Avgold Limited
and of Bateman Engineering Limited; Deputy Chairman of Harmony, African Rainbow Minerals Limited and Associated Manganese
Mines. He has also served as a non-executive Director of Telkom Group Limited, Standard Bank of South Africa Limited, and Mutual
and Federal Insurance Company Limited. He retired recently as Director and Deputy Chairman of Gold Fields Limited and also as
non-executive Director and Chairman of Credit Suisse Securities Johannesburg Proprietary Limited. Rick is a trustee of the Carrick
Foundation and of the Claude Leon Foundation. He is co-Chairman of the City Year South Africa Youth Service Organisation, and
Chairman and trustee of the Palaeontological Scientific Trust. He serves on the Council of the University of the Western Cape.
Keith A Rayner
(Independent non-executive director)
Keith is a Sibanye-Stillwater Independent non-Executive Director. He was appointed as an independent non-executive Director on
24 February 2020. He is CEO of KAR Presentations, an advisory and presentation entity specialising in corporate finance and regulatory
advice. He is an independent non-executive Director of Afristrat Investment Holdings Limited and of Telkom SA SOC Limited. He is
a non-executive Director of Nexus Intertrade Proprietary Limited and Appropriate Process Technologies Proprietary Limited. He is a
member of the JSE Limited’s Issuer Regulation Advisory Committee and also a member of the Investment Analysts Society.
In compliance with the Sarbanes-Oxley Act, the Board has identified Keith Rayner as the Audit Committee’s financial expert.
Jerry S Vilakazi
(Independent non-executive director)
BA, University of South Africa; MA, Thames Valley University; MA, University of London; MBA, California Coast University
Jerry is a Sibanye-Stillwater Independent non-Executive Director. He was appointed a non-executive Director on 24 February 2020.
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 and Managing Director of the Black Management Forum. In 2009, Jerry was appointed
to the Presidential Broad-based Black Economic Empowerment Advisory Council and, in 2010, he was appointed as a Commissioner
of the National Planning Commission. He completed both terms in 2015. Previously, he was appointed Public Service Commissioner
in 1999 and played a critical role in shaping major public service policies in post-1994 South Africa. Jerry was Chairman of the
Mpumalanga Gambling Board and of the State Information Technology Agency (SOC) Proprietary Limited. He previously held the
position of Chairman of Netcare Limited and Directorships of Pretoria Portland Cement, Goliath Gold Limited, General Healthcare Group
(UK) and Computershare. He is currently a non-executive Director in Blue Label Telecoms Limited, Cell C Limited and Palama Industrial.
Tim is a Sibanye-Stillwater Independent non-Executive Director. He was appointed as a non-executive Director on 24 February 2020.
He is the founder and executive Director of Scatterlinks Proprietary Limited, a South African-based company providing leadership
development services to senior business executives as well as strategic advisory services to companies. He has a wealth of experience in
financial services, including periods as an executive at Old Mutual Limited, HSBC Bank PLC and Allan Gray Limited, and is currently also
an independent non-executive Director of Nedgroup Investments Limited, DRDGOLD and non-executive Chairman of RisCura Holdings
Proprietary Limited. Tim started his career as an engineer at the Anglo-American Corporation of South Africa Limited. He worked on
a number of diamond mines and gold mines in South Africa. He is also the Chairman of the Woodside Endowment Trust and of the
Investment Committee of the Mandela Rhodes Foundation.
Savannah N Danson
(Independent non-executive director)
BA (Hons) Communication Science and Finance, Bridgewater University, United States; MBA (Strategic Planning and Finance)
DeMontford University
Savannah was appointed as an independent non-executive Director on 24 February 2020. She is the founder and executive chairperson
of Bunengi Group. Savannah is the chairperson of WSP Group Africa, a Canadian-listed engineering group, and serves on the Boards of
Wilson Bayly Holmes-Ovcon Limited, and Rand Water.
Nkosemntu G Nika,
(Independent Non-executive Director)
BCom, University of Fort Hare; BCompt (Hons), University of South Africa; Advanced Management Programme, INSEAD; CA(SA)
Nkosemntu was appointed as an independent non-executive Director on 24 February 2020. He is currently an independent non-
executive Director and chairman of Grinding Media South Africa Proprietary Limited and Chairman of the Audit and Risk Committee of
Foskor Proprietary Limited. He also serves as an independent non-executive Director of Trollope Mining Services 6000 Proprietary Limited
and Coega Dairy Holdings Limited. 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 Corporation of South Africa Limited. He was also a non-executive Board
member of the Industrial Development Corporation of South Africa Limited, and previously chaired its Audit and Risk Committee and
Governance and Ethics Committee.
Sue was appointed as an independent non-executive Director on 24 February 2020. 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 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. Since 2014, Sue has been a member of the National Council of the South
African Institute of International Affairs, a non-governmental research institute focused on South Africa’s and Africa’s international
relations. Sue is the Chairperson of the Inclusive Society Institute, a non-profit organisation.
a) The allotment and issue of ordinary shares for cash shall be made only to persons qualifying as public shareholders as defined in
the JSE Listings Requirements;
(i) in the aggregate in any one financial year may not exceed 5% (five per cent) of the Company’s relevant number of ordinary
shares in issue of that class as at the date of the notice of the AGM, such number being 147 748 768 (one hundred and
forty-seven million, seven hundred and forty-eight thousand, seven hundred and sixty-eight) ordinary shares in the Company’s
issued share capital as at the date of this notice of AGM being 2 954 975 358 (two billion nine hundred fifty-four million nine
hundred seventy-five thousand three hundred fifty-eight);
(ii) any equity securities issued under the authority during the period contemplated above must be deducted from such number in
the preceding bullet (i);
(iii) in the event of a sub-division or consolidation of issued equity securities during the period contemplated above, the existing
authority must be adjusted accordingly to represent the same allocation ratio; and
(iv) of a particular class, will be aggregated with any securities that are compulsorily convertible into securities of that class, and,
in the case of the issue of compulsorily convertible securities, aggregated with the securities of that class into which they are
compulsorily convertible;
c) The maximum discount at which any ordinary shares may be issued is 10% (ten per cent) of the weighted average traded price
on the JSE of such equity securities over the 30 (thirty) business days prior to the date that the price of the issue is determined or
agreed by the Directors of the Company;
d) After the Company has issued ordinary shares for cash which represent, on a cumulative basis within a financial year, five (5)
or more per cent of the number of equity securities of that class in issue prior to that issue, the Company shall publish an
announcement containing full details of the issue in accordance with paragraph 11.22 of the JSE Listings Requirements; and
e) The ordinary shares which are the subject of the issue for cash are of a class already in issue or where this is not the case, must
be limited to such securities or rights that are convertible into a class already in issue.”
In terms of the JSE Listings Requirements, a 75% (seventy-five per cent) majority is required of entitled votes cast in favour of such
ordinary resolution by all ordinary shareholders participating or represented by proxy at the AGM convened to approve the above
resolution.
King IV and the JSE Listing Requirements require that a separate non-binding advisory vote should be obtained from shareholders on
the Company’s remuneration policy. This vote enables shareholders to express their views on the Company’s remuneration policy.
King IV and the JSE Listings Requirements require that a separate non-binding advisory vote should be obtained from shareholders on
the implementation report of the Company’s remuneration policy. This vote enables shareholders to express their views on the extent of
implementation of the Company’s remuneration policy.
% 2021 fees
year-on-year converted to
Per annum 2020 2021 increase US$ at R15/$
Chair of the Board, who is not eligible to receive fees in respect
of committee chairmanship or membership except in the event
of being a member of the Investment Committee which meets
on an ad hoc basis and is remunerated on that basis. R3,200,000 R3,312,000 3.5 US$220,800
Lead independent director, who is not eligible to receive fees in
respect of committee chairmanship or membership except in the
event of being a member of the Investment Committee which
meets on an ad hoc basis and is remunerated on that basis. R2,150,000 R2,225,300 3.5 US$148,353
Chair of the Audit Committee R383,387 R396,800 3.5 US$26,453
Chair of the Remuneration Committee R270,547 R280,000 3.5 US$18,667
Chairs of the Nominating and Governance Committee, Risk
Committee, Social, Ethics and Sustainability Committee, and
Safety and Health Committee R236,444 R244,700 3.5 US$16,313
Members of the Board R1,059,322 R1,096,400 3.5 US$73,093
Members of the Audit Committee R199,042 R206,000 3.5 US$13,733
Members of the Nominating and Governance Committee,
Risk Committee, Remuneration Committee, Social, Ethics and
Sustainability Committee and Safety and Health Committee R149,614 R155,000 3.6 US$10,333
(i) the number of its own ordinary shares acquired by the Company in any one financial year shall not exceed 20% (twenty per cent)
of the ordinary shares in issue at the date on which this resolution is passed;
(ii) this authority shall lapse on the earlier of the date of the next AGM of the Company or the date 15 (fifteen) months after the date
on which this resolution is passed;
(iii) the Board has resolved to authorise acquisition of the shares and that the Company and its Subsidiaries (the Group) will satisfy
the solvency and liquidity test immediately after the acquisition and that, since the test was done, there have been no material
changes to the financial position of the Group;
(iv) acquisition of these shares must be effected through the order book operated by the JSE Limited trading system and done without
any prior understanding or arrangement between the Company or Subsidiary/ies and the counterparty;
(v) the Company only appoints one (1) agent to effect any acquisition(s) on its behalf;
(vi) the price paid per ordinary share may not be greater than 10% (ten per cent) above the weighted average of the market value of
the ordinary shares for the five (5) business days immediately preceding the date on which an acquisition is made;
(vii) the number of shares acquired by Subsidiaries of the Company shall not exceed ten per cent (10%) in the aggregate of the
number of issued shares in the Company at the relevant times;
(viii) the acquisition of shares by the company or its subsidiaries may not be effected during a prohibited period, as defined in the
JSE Listings Requirements unless compliance with paragraph 5.72(h) of the JSE Listings Requirements has been effected; and
(ix) an announcement in compliance with paragraph 11.27 of the JSE Listings Requirements containing full details of such acquisitions
of shares will be published as soon as the company and/or its subsidiaries have acquired shares constituting, on a cumulative basis
three per cent (3%) of the number of shares in issue at the date of the AGM at which this special resolution is considered and if
approved, passed, and for each three per cent (3%) in aggregate of the initial number acquired thereafter”
After having considered the effect of any repurchases of ordinary shares pursuant to this general authority, the Directors of the
Company in terms of the Companies Act, and the JSE Listings Requirements confirm that they will not undertake such repurchase of
ordinary shares unless:
• the Company and the Group would be able to repay their debts in the ordinary course of business for the period of 12 (twelve)
months after the date of the notice of the AGM;
• the assets of the Company and the Group, fairly valued in accordance with International Financial Reporting Standards and the
Company’s accounting policies used in the latest audited Group financial statements, will be in excess of the liabilities of the
Company and the Group for the period of twelve (12) months after the date of the notice of the AGM;
• the Company and the Group will have adequate capital and reserves for ordinary business purposes for the period of
twelve (12) months after the date of the notice of the AGM; and
• the working capital of the Company and the Group will be adequate for ordinary business purposes for the period of
twelve (12) months after the date of the notice of the AGM.
The JSE Listings Requirements require, in terms of paragraph 11.26, the following disclosures, which appear in this Summarised Report:
• Major shareholders – refer to page 65;
Material change – other than the facts and developments reported in the Annual Financial Report 2020 and Integrated Annual Report
2020, there have been no material changes in the financial or trading position of the Sibanye-Stillwater Group since the results for
the year ended 31 December 2020 were published on 18 February 2021; and
• Share capital of the company – refer to pages 65 and 66.
RESPONSIBILITY STATEMENT
The Directors jointly and severally accept full responsibility for the accuracy of the information disclosed in the notice of AGM and
certify that to the best of their knowledge and belief, there are no facts that have been omitted which would make any statement
false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that the notice of AGM contains all
information required by law, the JSE Listings Requirements and the New York Stock Exchange rules.
Other than the facts and developments reported on in the Annual Financial Report 2020 and Integrated Annual Report 2020, there
have been no material changes in the affairs or financial position of the company and its subsidiaries between the date of signature
of the audit report and the date of this notice.
Lerato Matlosa
Company Secretary
Johannesburg
22 April 2021
EXPLANATORY NOTES
The Board delegated to the Audit Committee the authority to recommend the appointment of an audit firm and the designated
individual audit partner to the Board, which would then make a recommendation to the shareholders in the notice of AGM. Following
a detailed review, which included an assessment of its independence, the Audit Committee and the Board of the Company has
recommended that Ernst & Young Inc. be re-appointed as the Auditors of the Company and the designated individual partner, being
Lance Tomlinson.
The Board, through the Nominating and Governance Committee, has evaluated the past performance and contribution of the retiring
Directors and recommends that they be elected or re-elected, as the case may be.
The existing authority granted by the shareholders at the previous AGM is proposed to be renewed at this AGM. The authority will
be subject to the provisions of the Act and the JSE Listings Requirements. The aggregate number of ordinary shares capable of being
allotted and issued in terms of this resolution, other than in terms of the Company’s share or other employee incentive schemes, shall
be limited to 5% (five per cent) of the number of ordinary shares in issue as at the date of notice of the AGM.
The Directors have agreed to seek annual renewal of this authority in accordance with best practice. The Directors have no current plans
to make use of this authority but wish to ensure that, by having it in place, the Company has some flexibility to take advantage of any
business opportunities that may arise in the future.
In terms of the JSE Listings Requirements, when shares are issued, or considered to be issued, for cash (including the extinction of any
liability, obligation or commitment, restraint, or settlement of expenses), the shareholders have to authorise such issue with a 75%
(seventy-five per cent) majority of entitled votes.
The authority will be subject to the provisions of the Act and the JSE Listings Requirements. The aggregate number of ordinary shares
capable of being allotted and issued for cash are limited as set out in the resolution.
The Directors consider it advantageous to obtain this authority to provide the Company with flexibility to take advantage of any
business opportunity that may arise in future.
Further, section 44 of the Act may also apply to the financial assistance so provided by a company to any related or inter-related
company or corporation, a member of a related or inter-related corporation, or a person related to any such company, corporation or
member, in the event that the financial assistance is provided for the purpose of, or in connection with, the subscription of any option,
or any securities, issued or to be issued by the company or a related or inter-related company, or for the purchase of any securities of
the company or a related or inter-related company.
Both sections 44 and 45 of the Act provide, inter alia, that the particular financial assistance must be provided only pursuant to a special
resolution of shareholders, adopted within the previous 2 (two) years, which approved such assistance either for the specific recipient,
or generally for a category of potential recipients, into which the specific recipient falls, and that the Board is satisfied that:
(i) immediately after providing the financial assistance, the Company would satisfy the solvency and liquidity test (as contemplated in
the Act); and
(ii) the terms under which the financial assistance is proposed to be given are fair and reasonable to the Company.
As part of the normal conduct of the business of the Group, the Company, where necessary, may provide guarantees and other support
undertakings to third parties which enter into financial agreements with its subsidiaries and joint ventures or partnerships in which
the Company or members of the Group have an interest. In the circumstances and in order to, inter alia, ensure that the Company
and its Subsidiaries and other related and inter-related companies and entities continue to have access to financing for purposes of
refinancing existing facilities and funding their corporate and working capital requirements, it is necessary to obtain the approval of
the shareholders as set out in this special resolution. The Company also requires the ability to continue to provide financial assistance,
if necessary, in other circumstances, in accordance with section 45 of the Act.
Furthermore, it may be necessary for the Company to provide financial assistance to any of its present or future Subsidiaries, and/or
to any related or inter-related company or corporation, and/or to a member of a related or inter-related corporation, to subscribe for
options or securities of the Company or another company related or inter-related to it. Under the Act, the Company will require the
special resolution referred to above to be adopted.
It is therefore imperative that the Company obtains the approval of shareholders in terms of special resolution number 4 so that it is
able to effectively organise its internal financial administration.
For use by certificated shareholders and own-name dematerialised shareholders at the AGM of the Company to be held entirely by
electronic communication at 09h00 (CAT) on Tuesday, 25 May 2021.
Certificated shareholders or dematerialised shareholders with “own-name” registration, and who are entitled to attend and vote at
the AGM, are entitled to appoint one or more proxies to attend, speak and vote in their stead. A proxy need not be a shareholder
and shall be entitled to vote on a poll. It is required (in light of COVID-19 crisis) that proxy forms be forwarded so as to reach the
transfer secretaries in South Africa or the United Kingdom by no later than 09h00 on Friday, 21 May 2021, being the last practicable
and reasonable date for the Company to verify the identity of shareholders and their proxies who wish to participate by electronic
communication in the AGM. If shareholders who have not dematerialised their shares or who have dematerialised their shares with own
name registration and who are entitled to participate in and vote at the AGM do not deliver the proxy forms to the transfer secretaries,
they will nevertheless be entitled to lodge the form of proxy in respect of the AGM , by emailing those proxy forms to Computershare at
proxy@computershare.co.za as soon as possible, but in any event no later than 09:00 (CAT) Friday, 21 May 2021 or alternatively register
on www.smartagm.co.za as soon as possible, but in any event no later than 09:00 (CAT) Friday, 21 May 2021.
Dematerialised shareholders, other than dematerialised shareholders with “own-name” registration, must not return this form of
proxy to the Transfer Secretaries. Dematerialised shareholders, other than dematerialised shareholders with “own-name” registration,
should instruct their CSDP or broker as to what action they wish to take. This must be done in the manner and time stipulated in the
agreement entered into between them and their CSDP or broker.
I/we (name in block letters)____________________________________________________________________________________________
of (address in block letters)_____________________________________________________________________________________________
being the holder/s of _________________________________1 ordinary shares in the issued share capital of the Company hereby appoint
__________________________________________________ of________________________________________________ or, failing him/her
__________________________________________________ of____________________________ or, failing him/her, the Chair of the AGM
as my/our proxy, to attend, speak on my/our behalf at the AGM to be held entirely by way of electronic communication at 09:00 South
African time on Tuesday, 25 May 2021 and at any adjournment thereof, and to vote or abstain from voting on my/our behalf on the
resolutions to be proposed at such AGM, with or without modification, as follows:
This proxy form is not for use by holders of American depositary shares issued by the Bank of New York Mellon Corporation. Please read the
notes and instructions.
SUMMARY OF HOLDERS’ RIGHTS IN RESPECT OF PROXY APPOINTMENTS AS SET OUT IN SECTIONS 56 AND 58 OF
THE ACT AND NOTES TO THE FORM OF PROXY
1. Section 56 grants voting rights to holders of a beneficial interest in certain circumstances, namely if the beneficial interest includes the
right to vote on the matter, and the person’s name is on the Company’s register of disclosures as the holder of a beneficial interest.
A person who has a beneficial interest in any securities that are entitled to be voted on by him/her, may demand a proxy appointment
from the registered holder of those securities, to the extent of that person’s beneficial interest, by delivering such a demand to the
registered holder, in writing, or as required by the applicable requirements of a central securities depository.
2. A proxy appointment must be in writing, dated and signed by the person appointing the proxy.
3. Forms of proxy may be delivered to the Company by or before 09:00 on Friday, 21 May 2021 before a proxy may exercise any voting rights
at the AGM by:
• hand delivery to Computershare Investor Services Proprietary Limited at Rosebank Towers,15 Biermann Avenue, Rosebank, 2196, or to
Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU; or
• postal delivery to Computershare: Private Bag X9000, Saxonwold, 2132; or
• electronic delivery by email to proxy@computershare.co.za or alternatively register on www.smartagm.co.za.
4. Each person entitled to exercise any voting rights at the AGM may appoint a proxy or proxies to attend, speak, vote or abstain from voting
in place of that holder.
5. A person entitled to vote may insert the name of a proxy or the name of an alternative proxy of the holder’s choice in the space provided,
with or without deleting the Chair of the AGM. Any such deletion must be initialled. The person whose name stands first on the form
of proxy and who is participating at the AGM shall be entitled to act as proxy to the exclusion of the person whose name follows as an
alternative. In the event the proxy is given to the Chair without direction or that no proxy names are indicated, the proxy shall be exercised
by the Chair of the AGM to vote in favour of any resolution.
6. An “X” in the appropriate box indicates that all your voting rights are exercisable by that holder. If no instructions are provided in the form
of proxy, in accordance with the above, then the proxy shall be entitled to vote or abstain from voting at the AGM, as the proxy deems fit
in respect of all your voting rights exercisable thereat but, as noted above, if the proxy is the Chair, failure to provide instructions to the
proxy in accordance with the above will be deemed to authorise the proxy to vote only in favour of the resolution.
7. You or your proxy are not obliged to exercise all your voting rights that are exercisable, but the total of the voting rights cast may not
exceed the total of the voting rights that may be exercised by you.
8. Your authorisation to the proxy, including the Chair of the AGM, to vote on your behalf, shall be deemed to include the authority to vote
on procedural matters at the AGM.
9. The completion and lodging of this form of proxy will not preclude you from attending the AGM and speaking and voting in person
thereat to the exclusion of any proxy appointed in terms hereof, in which case the appointment of any proxy will be suspended to the
extent that you choose to act in person in the exercise of your voting rights at the AGM.
10. The Company’s memorandum of incorporation does not permit delegation by a proxy.
11. Documentary evidence establishing the authority of a person participating in the AGM on your behalf in a representative capacity or
signing this form of proxy in a representative capacity must be attached to this form.
12. The Company will accept a certified copy of an original and valid identity document, driver’s licence or passport as satisfactory
identification.
13. Any insertions, deletions or alterations to this form must be initialled by the signatory(ies).
14. The appointment of a proxy is revocable unless you expressly state otherwise in the form of proxy.
15. You may revoke the proxy appointment by:
(i) cancelling it in writing, or making a later, inconsistent appointment of a proxy; and
(ii) delivering a copy of the revocation instrument to the proxy and to the Company as per note 3 above, to be received before 09h00 on
Friday, 21 May 2021.
16. The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy’s authority to act on your behalf at the
later of (i) the date stated in the revocation instrument, if any; or (ii) the date on which the revocation instrument is delivered as required in
paragraph 15.
17. If this form of proxy has been delivered to the Company in accordance with paragraph 3 then, as long as that appointment remains in
effect, any notice that is required by the Act or the Company’s memorandum of incorporation to be delivered by the Company to the
holder of the voting rights must be delivered by the Company to:
(a) the holder; or
(b) the proxy, if the holder has:
(i) directed the Company to do so, in writing; and
(ii) has paid any reasonable fee charged by the Company for doing so.
18. In terms of section 56 of the Act, the registered holder of any shares in which any person has a beneficial interest, must deliver to each
such person a notice of any meeting of the Company at which those shares may be voted on, within two business days after
receiving such a notice from the Company.
APPLICATION FORM
Name and surname of Sibanye-Stillwater shareholder
Email address
Mobile number
Telephone number
Signature
Date
By signing this form, I agree and consent to the processing of my personal information above for the purpose of participation in the AGM.
TERMS AND CONDITIONS FOR PARTICIPATION AT THE SIBANYE-STILLWATER AGM TO BE HELD ON 25 MAY 2021
VIA ELECTRONIC COMMUNICATION
• The cost of dialling in using a telecommunication line/webcast/web-streaming to participate in the AGM is for the expense of the
Participant and will be billed separately by the Participant’s own telephone service provider.
• The Participant acknowledges that the telecommunication lines/webcast/web-streaming are provided by a third party and indemnifies
Sibanye-Stillwater, the Transfer Secretaries, the JSE and/or third party service providers against any loss, injury, damage, penalty
or claim arising in any way from the use or possession of the telecommunication lines/webcast/web-streaming, whether or not
the problem is caused by any act or omission on the part of the Participant or anyone else. In particular, but not exclusively, the
Participant acknowledges that he/she will have no claim against Sibanye-Stillwater, the Transfer Secretaries, the JSE and/or third
party service providers, whether for consequential damages or otherwise, arising from the use of the telecommunication lines/
webcast/web- streaming or any defect in it or from total or partial failure of the telecommunication lines/webcast/web-streaming and
connections linking the telecommunication lines/webcast/web-streaming to the AGM.
• Participants will be able to vote during the AGM through an electronic participation platform. Such Participants, should they wish to
have their vote(s) counted at the AGM, must act in accordance with the requirements set out above.
• Once the Participant has received the link, the onus to safeguard this information remains with the Participant. The Sibanye-Stillwater
Shareholder hereby indemnifies Sibanye-Stillwater from any claims or losses that may arise as a result of the Participant failing to
safeguard the link and/or permitting any unauthorised person to access the AGM and/or vote at the AGM utilising such link.
• The application will only be deemed successful if this application form has been fully completed and signed by the Participant and
delivered or e-mailed to Computershare at proxy@computershare.co.za
Signature:
Date:
Important: You are required to attach a copy of your identity document/drivers licence/passport when submitting the application.
SHAREHOLDER INFORMATION
Share information
Sector Resources
Issued share capital at 31 December 2020 2,923,570,507
at 31 December 2019 2,670,029,252
at 31 December 2018 2,266,260,491
JSE Ticker: SSW
Market capitalisation at 31 March 2021 R192 billion
at 31 December 2020 R175.4 billion
at 31 December 2019 R95.8 billion
at 31 December 2018 R22.7 billion
12-month average daily share trading volumes year ended 31 December 2019 17,806,070
year ended 31 December 2018 10,567,124
year ended 31 December 2017 9,080,455
Share price statistics 12-month low and high for 2020 Low: R16.53 High: R60.40
12-month low and high for 2019 Low: R9.66 High: R35.89
12-month low and high for 2018 Low: R7.08 High: R16.64
closing price as at 31 December 2020 R60.00
closing price as at 31 December 2019 R35.89
closing price as at 31 December 2018 R10.02
NYSE Ticker: SBSW
Market capitalisation at 31 March 2021 $13.0 billion
at 31 December 2020 US $11.6 billion
at 31 December 2019 US$6.6 billion
at 31 December 2018 US$1.6 billion
12-month average daily share trading volumes year ended 31 December 2020 3,344,698
on the NYSE and other US platforms year ended 31 December 2019 4,175,980
year ended 31 December 2018 3,874,676
Share price statistics 12-month low and high for 2020 Low: US$3.68 High: US$16.30
12-month low and high for 2019 Low: US$2.73 High: US$9.93
12-month low and high for 2018 Low: US$2.05 High: US$5.27
closing price as at 31 December 2020 US$15.89
closing price as at 31 December 2019 US$9.93
closing price as at 31 December 2018 US$2.83
Free float 1 94%
ADR ratio 1 ADR:4 ordinary shares
ADRs outstanding 31 December 2020 441,815,262
31 December 2019 667,507,250
31 December 2018 222,762,141
1
Exclude Gold One (as a corporate holding), directors, prescribed officers and their relations’, as well as the employee share trust
FORWARD-LOOKING STATEMENTS
The information in this document may contain forward-looking statements within the meaning of the “safe harbour” provisions
of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements, including, among others,
those relating to Sibanye Stillwater Limited’s (“Sibanye-Stillwater” or the “Group”) financial positions, business strategies, plans and
objectives of management for future operations, are necessarily estimates reflecting the best judgment of the senior management
and directors of Sibanye-Stillwater 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 document.
All statements other than statements of historical facts included in this document may be forward-looking statements. Forward-
looking statements also often use words such as “will”, “forecast”, “potential”, “estimate”, “expect”, “plan”, “anticipate” and words
of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and
circumstances and should be considered in light of various important factors, including those set forth in this disclaimer. Readers are
cautioned not to place undue reliance on such statements.
The important factors that could cause Sibanye-Stillwater’s actual results, performance or achievements to differ materially from
estimates or projections contained in the forward-looking statements include, without limitation, Sibanye-Stillwater’s future
financial position, plans, strategies, objectives, capital expenditures, projected costs and anticipated cost savings, financing plans,
debt position and ability to reduce debt leverage; economic, business, political and social conditions in South Africa, Zimbabwe,
the United States and elsewhere; plans and objectives of management for future operations; Sibanye-Stillwater’s ability to obtain
the benefits of any streaming arrangements or pipeline financing; the ability of Sibanye-Stillwater to comply with loan and other
covenants and restrictions and difficulties in obtaining additional financing or refinancing; Sibanye-Stillwater’s ability to service its
bond instruments; changes in assumptions underlying Sibanye-Stillwater’s estimation of its current mineral reserves; any failure of
a tailings storage facility; the ability to achieve anticipated efficiencies and other cost savings in connection with, and the ability to
successfully integrate, past, ongoing and future acquisitions, as well as at existing operations; the ability of Sibanye-Stillwater to
complete any ongoing or future acquisitions; the success of Sibanye-Stillwater’s business strategy and exploration and development
activities; the ability of Sibanye-Stillwater to comply with requirements that it operate in ways that provide progressive benefits to
affected communities; changes in the market price of gold and PGMs; the occurrence of hazards associated with underground and
surface mining; any further downgrade of South Africa’s credit rating; a challenge regarding the title to any of Sibanye-Stillwater’s
properties by claimants to land under restitution and other legislation; Sibanye-Stillwater’s ability to implement its strategy and
any changes thereto; the occurrence of labour disruptions and industrial actions; the availability, terms and deployment of capital
or credit; changes in the imposition of regulatory costs and 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; the outcome and consequence of any potential or pending litigation or
regulatory proceedings or environmental, health or safety issues; the concentration of all final refining activity and a large portion of
Sibanye-Stillwater’s PGM sales from mine production in the United States with one entity; the identification of a material weakness
in disclosure and internal controls over financial reporting; the effect of US tax reform legislation on Sibanye-Stillwater and its
subsidiaries; the effect of South African Exchange Control Regulations on Sibanye-Stillwater’s financial flexibility; operating in new
geographies and regulatory environments where Sibanye-Stillwater has no previous experience; power disruptions, constraints
and cost increases; supply chain shortages and increases in the price of production inputs; the regional concentration of Sibanye-
Stillwater’s operations; fluctuations in exchange rates, currency devaluations, inflation and other macro-economic monetary policies;
the occurrence of temporary stoppages of mines for safety incidents and unplanned maintenance; Sibanye-Stillwater’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 (HDSAs) in its management positions; failure of Sibanye-Stillwater’s information technology
and communications systems; the adequacy of Sibanye-Stillwater’s insurance coverage; social unrest, sickness or natural or man-
made disaster at informal settlements in the vicinity of some of Sibanye-Stillwater’s South African-based operations; and the impact
of HIV, tuberculosis and the spread of other contagious diseases, such as the coronavirus disease (COVID-19). Further details of
potential risks and uncertainties affecting Sibanye-Stillwater are described in Sibanye-Stillwater’s filings with the Johannesburg Stock
Exchange and the United States Securities and Exchange Commission, including the Integrated Annual Report 2020 and the Annual
Report on Form 20-F for the fiscal year ended 31 December 2020.
These forward-looking statements speak only as of the date of the content. Sibanye-Stillwater expressly disclaims any obligation
or undertaking to update or revise any forward-looking statement (except to the extent legally required). These forward-looking
statements have not been reviewed or reported on by the Company’s external auditors.
NOTES