Dealings in securities by directors of ARM African Rainbow Minerals Limited (Incorporated in the Republic of South Africa) (Registration Number 1933/004580/06) JSE Share code: ARI ISIN: ZAE000054045 (“ARM” or “the Company”) Dealings in securities by directors of ARM Equity settlement of bonus shares and performance shares A. In terms of paragraphs 3.63 to 3.66 of the Listings Requirements, the following information is provided regarding the equity settlement of bonus shares and performance shares by ARM to the undermentioned directors of ARM. These awards were made in terms of The African Rainbow Minerals Limited 2008 Share Plan and on recommendation of the Remuneration Committee, approved by ARM’s Board of Directors. The calculation for the equity settlement of these shares is based upon the closing ARM share price of R55.00 on Monday, 9 November 2015. 1. Bonus shares Date of transaction 2 December 2015 Nature of transaction Equity settlement of bonus shares in terms of The African Rainbow Minerals Limited 2008 Share Plan in off-market transactions Date of grant 9 November 2011 Vesting date 10 November 2015 Class of securities Ordinary shares Extent of interest Direct, beneficial Name Designation Number of Value Bonus Shares settled R PT Motsepe Executive chairman 28 381 1 560 955.00 MP Schmidt Chief executive officer 5 062 278 410.00 M Arnold Financial director 8 693 478 115.00 AJ Wilkens Executive director 24 112 1 326 160.00 2. Performance shares Date of transaction 2 December 2015 Nature of transaction Equity settlement of performance shares in terms of The African Rainbow Minerals Limited 2008 Share Plan in off-market transactions Date of award 9 November 2011 Vesting date 10 November 2015 Class of securities Ordinary shares Extent of interest Direct, beneficial Name Designation Number of Value Performance Shares settled R PT Motsepe Executive chairman 23 994 1 319 670.00 MP Schmidt Chief executive officer 20 260 1 114 300.00 M Arnold Financial director 10 125 556 875.00 AJ Wilkens Executive director 25 278 1 390 290.00 The Board of Directors of ARM, on the recommendation of the remuneration committee, granted the necessary authority to settle these bonus shares and performance shares in terms of paragraph 3.66 of the Listings Requirements. Transfer of shares B. In terms of paragraphs 3.63 to 3.66 of the Listings Requirements, the following information is provided regarding the election by the executive chairman, Mr Patrice Motsepe, to transfer his shares acquired by subscription as described in “A” above to African Rainbow Minerals & Exploration Investments Proprietary Limited (“ARMI”). All the shares of ARMI are indirectly held and beneficially owned by trusts, which trusts, with the exception of the Motsepe Foundation, hold those shares for the benefit of Mr Patrice Motsepe and his immediate family. The Motsepe Foundation applies the benefits emanating from its indirect shareholding in ARMI for philanthropic purposes. The requisite clearances and approvals for this transaction have been obtained in compliance with the Securities Dealing Policies and Procedures of ARM. Date of transaction 2 December 2015 Nature of transaction Transfer of shares to the Motsepe Family Structure with no change in beneficial ownership. Deemed price of securities Closing price of R55.00 on Monday, 9 transferred November 2015 Class of securities Ordinary shares Nature of interest Indirect, beneficial Clearance to deal Yes Name Designation Number of Total value Ordinary of shares shares transferred transferred R PT Motsepe Executive chairman 52 375 2 880 625.00 C. In terms of paragraphs 3.63 to 3.66 of the Listings Requirements, the following information is provided regarding the election by Mr Wilkens, to transfer his shares acquired by subscription as described in “A” above to Jeandre Investment Trust (“JIT”). All the shares of JIT are held for the benefit of Mr Wilkens and his immediate family. The requisite clearances and approvals for this transaction have been obtained in compliance with the Securities Dealing Policies and Procedures of ARM. Date of transaction 2 December 2015 Nature of transaction Transfer of shares to Jeandre Investment Trust with no change in beneficial ownership Deemed price of securities Closing price of R55.00 on Monday, 9 transferred November 2015 Class of securities Ordinary shares Nature of interest Indirect, beneficial Clearance to deal Yes Name Designation Number of Total value Ordinary of shares shares transferred transferred R AJ Wilkens Executive director 49 390 2 716 450.00 D. In terms of paragraphs 3.63 to 3.66 of the Listings Requirements, the following information is provided regarding the election by Mr Schmidt, to transfer his shares acquired by subscription as described in “A” above to Ialend – Mike Schmidt Family Trust (“MSF”). All the shares of MSF are held for the benefit of Mr Schmidt and his immediate family. The requisite clearances and approvals for this transaction have been obtained in compliance with the Securities Dealing Policies and Procedures of ARM. Date of transaction 2 December 2015 Nature of transaction Transfer of shares to Ialend – Mike Schmidt Family Trust with no change in beneficial ownership Deemed price of securities Closing price of R55.00 on Monday, 9 transferred November 2015 Class of securities Ordinary shares Nature of interest Indirect, beneficial Clearance to deal Yes Name Designation Number of Total value Ordinary of shares shares transferred transferred R MP Schmidt Chief executive officer 25 322 1 392 710.00 The Board of Directors of ARM, on the recommendation of the Remuneration Committee, granted the necessary authority to settle these bonus shares and performance shares in terms of paragraph 3.66 of the Listings Requirements. Sandton 2 December 2015 Sponsor to ARM: Deutsche Securities (SA) Proprietary Limited Date: 02/12/2015 05:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 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