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Changes to the Northam board, the Northam Holdings board and their respective board committees
NORTHAM PLATINUM LIMITED NORTHAM PLATINUM HOLDINGS LIMITED
Incorporated in the Republic of South Africa Incorporated in the Republic of South Africa
(Registration number 1977/003282/06) (Registration number 2020/905346/06)
Debt issuer code: NHMI Share code: NPH ISIN: ZAE000298253
Bond code: NHM007 Bond ISIN: ZAG000158593 (“Northam Holdings”)
Bond code: NHM009 Bond ISIN: ZAG000158866
Bond code: NHM011 Bond ISIN: ZAG000159237
Bond code: NHM012 Bond ISIN: ZAG000160136
Bond code: NHM014 Bond ISIN: ZAG000163650
Bond code: NHM015 Bond ISIN: ZAG000164922
Bond code: NHM016 Bond ISIN: ZAG000167750
Bond code: NHM018 Bond ISIN: ZAG000168097
Bond code: NHM019 Bond ISIN: ZAG000168105
Bond code: NHM020 Bond ISIN: ZAG000172594
(“Northam”)
CHANGES TO THE NORTHAM BOARD, THE NORTHAM HOLDINGS BOARD AND THEIR RESPECTIVE BOARD COMMITTEES
APPOINTMENTS TO THE NORTHAM HOLDINGS BOARD
In terms of the announcement published on SENS on Thursday, 5 August 2021, shareholders were advised that the
Northam Scheme (as defined in the combined circular to shareholders dated Monday, 31 May 2021) is expected to be
implemented on Monday, 20 September 2021, subject to change with the approval of the JSE Limited and the Takeover
Regulation Panel, if required (“Northam Scheme Implementation Date”).
In anticipation of the implementation of the Northam Scheme, with effect from Wednesday, 15 September 2021, in addition
to Mr David Brown, Mr Paul Dunne and Ms Aletta Coetzee, who are currently members of the board of directors of Northam
Holdings (“Northam Holdings board”), the remaining members of the board of directors of Northam (“Northam board”)
will become directors of the Northam Holdings board.
CHANGES TO THE NORTHAM BOARD AND THE COMMITEES OF NORTHAM AND NORTHAM HOLDINGS
Shareholders are advised that, with effect from the Northam Scheme Implementation Date:
• all of the members of the Northam board, as constituted at such time, other than Mr David Brown, Ms Hester Hickey,
Mr Paul Dunne and Ms Aletta Coetzee, will resign as members of the Northam board;
• Northam Holdings will appoint, inter alia, the same committees as Northam has in place at such time with substantially
similar terms of reference as those adopted by the respective Northam board committees, which Northam Holdings
board committees shall initially comprise the same members as the Northam board committees at such time; and
• the Northam board committees will be dissolved on the basis that the relevant Northam Holdings board committees
will perform the functions required to be performed by such committees in terms of, inter alia, the JSE Debt Listings
Requirements and the Companies Act, No. 71 of 2008, on behalf of Northam going forward.
Shareholders are further advised that, with effect from Monday, 27 September 2021, the following changes to the Northam
Holdings board and board committees will be made:
• Mr Temba Mvusi will be appointed as the lead independent director.
• In accordance with, inter alia, the recommendations of the King IV Report on Corporate Governance for South
Africa, 2016, Mr Brown, being the chairman of the Northam Holdings board, will step down as a member of the audit
and risk committee. Following such change, the audit and risk committee will comprise the following members: Ms
Hester Hickey (chairperson), Dr Noluyolo (Yoza) Jekwa and Mr Jean Nel.
• Mr Jean Nel will be appointed, and Mr Paul Dunne will step down, as a member of the social, ethics, human resources
and transformation committee (“SEHR&T committee”). Following such changes, the SEHR&T committee will comprise
the following members: Ms Tebogo (Emily) Kgosi (chairperson), Dr Noluyolo (Yoza) Jekwa and Mr Jean Nel.
• Ms Hester Hickey and Mr David Brown will be appointed as members of a newly established remuneration committee,
with Ms Hickey being appointed as its chairperson. The role of the remuneration committee is currently fulfilled by
Northam’s SEHR&T committee.
• Mr David Brown, Mr Temba Mvusi and Mr John Smithies will be appointed as members of the nomination committee,
with Mr Brown being appointed as its chairperson, and Ms Tebogo (Emily) Kgosi will step down as a member of the
nomination committee.
• Mr Glyn Lewis will be appointed as a member of the health, safety and environmental committee. Following such
appointment, the health, safety and environmental committee will comprise: Mr John Smithies (chairperson),
Dr Noluyolo (Yoza) Jekwa, Mr Glyn Lewis and Mr Paul Dunne.
• Mr John Smithies and Mr Temba Mvusi will be appointed as members of the investment committee. Following such
appointments, the investment committee will comprise the following members: Mr David Brown (chairperson),
Mr Jean Nel, Mr John Smithies and Mr Temba Mvusi.
Johannesburg
15 September 2021
Corporate Advisor to Northam and Northam Holdings
One Capital Advisory Proprietary Limited
Equity Sponsor and Debt Sponsor to Northam and Equity Sponsor to Northam Holdings
One Capital Sponsor Services Proprietary Limited
Attorneys to Northam and Northam Holdings
Webber Wentzel
Date: 15-09-2021 05:00:00
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