NORTHAM PLATINUM LIMITED - Notice of request for written consent of noteholders

Notice of request for written consent of noteholders

NORTHAM PLATINUM LIMITED
Incorporated in the Republic of South Africa
(Registration number 1977/003282/06)
Debt issuer code: NHMI
Bond code: NHM002 Bond ISIN: ZAG000129024
Bond code: NHM003 Bond ISIN: ZAG000129032
(“Northam” or the “Issuer”)

NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS

1. A notice of request for consent (the “Consent Request”) has been delivered by Northam to each
   holder of Notes (the “Noteholders”) issued under Northam’s ZAR2 000 000 000 Domestic Medium
   Term Note Programme (the “Programme”). This is pursuant to the section headed “Terms and
   Conditions of the Notes” (the “Terms and Conditions”) in the Programme Memorandum dated
   3 August 2012 and as amended and restated from time to time, in accordance with Condition 18
   (Notices) of the Terms and Conditions for the purposes of obtaining the Noteholders’ written
   consent to various amendments to the Applicable Pricing Supplements relating to the Notes (the
   “Existing Applicable Pricing Supplements”).

2. Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed
   thereto in the Terms and Conditions.

3. Northam seeks the Noteholders’ consent in accordance with Condition 19 (Amendment of these
   Conditions) of the Terms and Conditions for the amendment and restatement of the Existing
   Applicable Pricing Supplements and the schedules thereto for the senior unsecured Notes issued
   under stock codes NHM002 and NHM003 (the “Amended and Restated Applicable Pricing
   Supplements”) to remove Khumama Platinum Proprietary Limited (“Khumama”) as a Guarantor
   (the “Proposed Amendment”).

4. Khumama is a wholly-owned subsidiary of Northam which was part of Northam’s acquisition of the
   Booysendal Mine in 2008 from Mvelaphanda Resources Limited. Khumama is for all intents and
   purposes a dormant private company. Accordingly, the Proposed Amendment will not adversely
   affect the Guarantee detailed in the Existing Applicable Pricing Supplements. Schedule 3 of the
   Consent Request contains a summarised group structure of Northam, illustrating the position of
   Khumama prior to the Proposed Amendment. Subject to Noteholders consent to the removal of
   Khumama, as a Guarantor, Northam is seeking to place Khumama in voluntary winding-up in
   accordance with Section 80 of the Companies Act 71 of 2008 (as amended) following the
   unbundling by Khumama of its shares in Booysendal Platinum Proprietary Limited (“Booysendal”)
   to Northam. Booysendal will continue as a wholly owned subsidiary of Northam and a Guarantor
   pursuant to the Amended and Restated Applicable Pricing Supplements. The Proposed
   Amendment will simplify Northam’s group structure and remove administration costs associated
   with Khumama going forward.

5. The Noteholders are requested to provide their consent to the Proposed Amendment by completing
   the Consent Notice (annexed to the Consent Request and which is also available on request from
   the Transfer Agent, Nedbank Limited (acting through its Corporate and Investment Banking
   division). Noteholders are also required to deliver the same to the registered office of the relevant
   CSD Participant that provided the Noteholder with the Consent Notice, and providing a copy thereof
   to Nedbank Limited (acting through its Corporate and Investment Banking division) and the Issuer
   by no later than 17h00 on 6 July 2017 in accordance with the terms and conditions of the Consent
   Notice. The relevant CSD Participant will then notify Strate Proprietary Limited of the total number
   of Consent Notices received for the Proposed Amendment.

6. The changes marked-up against the Existing Applicable Pricing Supplements are attached to the
   Consent Request and are available on the Issuer’s website at http://www.northam.co.za.

7. Drafts in substantially agreed form of the Amended and Restated Applicable Pricing Supplements
   and the changes marked-up against the Existing Applicable Pricing Supplements are also available
   on request from the Transfer Agent, Nedbank Limited (acting through its Corporate and Investment
   Banking division). Requests should be sent to Bruce Stewart at BruceS@Nedbank.co.za and by
   telephone at +27 11 294 4481.

8. The Consent Request is being delivered to Strate Proprietary Limited in accordance with Condition
   19 (Amendment of these Conditions) of the Terms and Conditions as read with Condition 18
   (Notices) of the Terms and Conditions.


Johannesburg
14 June 2017

Debt Sponsor
One Capital

Legal Advisor to Northam in respect of the Notes
Bowman Gilfillan Inc.

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