To view the PDF file, sign up for a MySharenet subscription.

ANGLO AMERICAN PLC - Recommended cash acquisition for Sirius Minerals plc

Release Date: 20/01/2020 09:00
Code(s): AGL     PDF:  
Wrap Text
Recommended cash acquisition for Sirius Minerals plc

Anglo American plc (the “Company”)
Registered office: 20 Carlton House Terrace, London SW1Y 5AN
Registered number: 3564138 (incorporated in England and Wales)
Legal Entity Identifier: 549300S9XF92D1X8ME43
ISIN: GBOOB1XZS820
JSE Share Code: AGL
NSX Share Code: ANM

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

20 January 2020

                                RECOMMENDED CASH ACQUISITION

                                               for

                                    SIRIUS MINERALS PLC

                                               by

                        ANGLO AMERICAN PROJECTS UK LIMITED

                     (a wholly owned subsidiary of Anglo American plc)

Summary
-    The boards of Anglo American plc (“Anglo American”), Anglo American Projects UK Limited
     (“Bidco”) and Sirius Minerals Plc (“Sirius”) are pleased to announce that they have reached
     agreement on the terms of a recommended cash acquisition pursuant to which Bidco shall
     acquire the entire issued and to be issued share capital of Sirius (the “Acquisition”). The
     Acquisition is intended to be effected by means of a scheme of arrangement under Part 26 of
     the Companies Act.

-    Under the terms of the Acquisition, Sirius Shareholders shall be entitled to receive:

                      for each Sirius Share                   5.50 pence in cash

-    The Offer Price represents a premium of approximately:

     -      34.1 per cent. to the Closing Price of 4.10 pence per Sirius Share on 7 January 2020
            (being the last Business Day prior to the commencement of the Offer Period);
     -      46.5 per cent. to the volume-weighted average price of 3.75 pence per Sirius Share
            since Sirius’ 17 September 2019 strategic review announcement to 7 January 2020
            (being the last Business Day prior to the commencement of the Offer Period);
     -      53.4 per cent. to the one-month volume-weighted average price of 3.59 pence per
            Sirius Share to 7 January 2020 (being the last Business Day prior to the
            commencement of the Offer Period); and
     -      61.7 per cent. to the three-month volume-weighted average price of 3.40 pence per
            Sirius Share to 7 January 2020 (being the last Business Day prior to the
            commencement of the Offer Period).

-   The Acquisition values the entire issued and to be issued share capital of Sirius at
    approximately £404.9 million.

-   If, on or after the date of this announcement and on or prior to the Effective Date, any dividend,
    distribution or other return of value is declared, made or paid by Sirius on the Sirius Shares,
    the Offer Price shall be reduced correspondingly. In such circumstances, Sirius Shareholders
    would be entitled to retain any such dividend, distribution or other return of value declared,
    made or paid.

-   In September 2019, Sirius announced that it was undertaking a strategic review in order to
    assess the development plan for its North Yorkshire polyhalite project (the “Project”) and an
    appropriate financing structure to provide relevant funding. Sirius also announced that the
    strategic review would include a broader process to seek a major strategic partner in the
    Project. In November 2019, Sirius provided an update on the progress of this strategic review,
    including a revised two-stage development plan.

-   Anglo American identified the Project as being of potential interest some time ago, given the
    quality of the underlying asset in terms of scale, resource life, operating cost profile and the
    nature and quality of its product. The Project has the potential to fit well with Anglo American’s
    established strategy of focusing on world-class assets, particularly in the context of Anglo
    American’s portfolio trajectory towards later cycle products that support a fast-growing global
    population and a cleaner, greener, more sustainable world. The key elements underlying the
    rationale include:

          -     Asset quality: Anglo American believes that the Project has the potential to become
                a world-class, low-cost and long-life asset. Sirius has progressed the development
                of the Project to an advanced stage, with construction now under way for over two
                years. Sirius has indicated that this is currently the world’s largest known high-grade
                polyhalite deposit with a JORC Reserve of 290 million tonnes, with a grade of
                88.8%, and a Resource of 2.69 billion tonnes. The Resource indicated by Sirius has
                the scale, thickness and quality to be mined efficiently through a relatively simple,
                low-energy, non-chemical production process. Sirius has indicated that the Project
                could operate at an EBITDA margin potentially well in excess of 50% leaving the
                Project well positioned for strong through-the-cycle profitability with an anticipated
                long asset life.

          -     Development pathway: At this stage, the Project requires a significant amount of
                further financing to develop and commission the operation that has proven
                challenging for Sirius to procure on an economic basis. Anglo American, as one of
                the world’s leading mining companies, has the resources and capabilities to help
                build on the achievements of the Sirius team. Anglo American remains committed
                to its disciplined capital allocation framework. In the first two years after successful
                completion of the Acquisition, development work on the Project is expected to be
                broadly in line with Sirius’ revised development plan although Anglo American
                intends to update the development timeline, optimise mine design and ensure
                appropriate integration with its own operating standards and practices. During this
                period and subject to the update, development work of approximately US$300
                million per annum is expected. Anglo American believes that there is the potential
                for long-term benefits from Anglo American’s technical expertise in both the
                development and operational phases, as well as from Anglo American’s recognised
                Operating Model to drive safety and productivity to world-leading standards.
                Integration into Anglo American’s global marketing network would provide full mine-
                to-market capabilities and build on Anglo American’s institutional experience in the
                world’s major fertiliser markets.

            -   Premium product: Sirius’ polyhalite product, POLY4, is a multi-nutrient fertiliser
                certified for organic use and has the potential to generate demand at a competitive
                cost that supports a strong margin. POLY4 is an attractive low-chloride alternative
                to, and for blending with, traditional fertiliser products on a cost-effective basis. It
                includes four of the six key nutrients that plants need to grow – potassium, sulphur,
                magnesium and calcium. The use of fertilisers is one of the most effective ways to
                improve agricultural yields and therefore help to address the anticipated future
                imbalance between food, feed and biofuel demand and supply caused by a fast-
                growing global population and limited additional land availability for agricultural use.

Recommendation
-    The Sirius Directors, who have been so advised by J.P. Morgan Cazenove and Lazard as to
     the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and
     reasonable. In providing their advice to the Sirius Directors, J.P. Morgan Cazenove and
     Lazard have taken into account the commercial assessments of the Sirius Directors. In
     addition, the Sirius Directors consider the terms of the Acquisition to be in the best interests
     of Sirius Shareholders as a whole.

-    Accordingly, the Sirius Directors intend to recommend unanimously that Sirius Shareholders
     vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the
     General Meeting as the Sirius Directors who hold Sirius Shares have irrevocably undertaken
     to do or procure to be done in respect of their own beneficial holdings, amounting, in
     aggregate, to 172,462,637 Sirius Shares representing, in aggregate, approximately 2.46 per
     cent. of the issued share capital of Sirius as at 16 January 2020 (being the latest practicable
     date prior to this announcement).

Timetable
-   It is intended that the Acquisition will be effected by means of a scheme of arrangement of
    Sirius under Part 26 of the Companies Act, further details of which are contained in the full
    text of this announcement (and will be included in the Scheme Document). Anglo American
    and Bidco reserve the right to implement the Acquisition by way of a Takeover Offer, subject
    to the Panel’s consent and the terms of the Co-operation Agreement.

-   The Acquisition shall be put to Sirius Shareholders at the Court Meeting and at the General
    Meeting. In order to become Effective, the Scheme must be approved by a majority in number
    of the Sirius Shareholders voting at the Court Meeting, either in person or by proxy,
    representing at least 75 per cent. in value of the Sirius Shares voted. In addition, a special
    resolution implementing the Scheme must be passed by Sirius Shareholders representing at
    least 75 per cent. of votes cast at the General Meeting.

-   The Acquisition is subject to further conditions and terms set out in Appendix I to this
    announcement, including the receipt of the relevant clearances from the competition and
    regulatory authorities.

-   Bidco and Sirius intend to work together (to the extent legally permissible) to engage
    constructively with relevant stakeholders.

-   It is expected that the Scheme Document, containing further information about the Acquisition
    and notices of the Court Meeting and the General Meeting, shall be sent to Sirius
    Shareholders within 28 days of this announcement and it is expected that the Scheme will
    become Effective by 31 March 2020.

Commenting on the Acquisition, Mark Cutifani, Chief Executive of Anglo American, said:

“Anglo American’s recommended offer provides greater certainty for Sirius’ Shareholders,
employees and wider stakeholders, while bringing the prospects for the development of this potential
Tier 1 Project closer to reality. We intend to bring Anglo American’s financial, technical and product
marketing resources and capabilities to the development of the Project, which of course would be
expected to unlock a significant and sustained associated employment and economic stimulus for
the local area.

“The addition of the Project supports our ongoing transition towards supplying those essential metals
and minerals that will meet the world’s evolving needs – in terms of the undoubted need for cleaner
energy and transport, and providing infrastructure and food for the world’s fast-growing and
urbanising population. Our development of the Project in the years ahead reinforces the quality of
our portfolio and our long-term growth profile, further enhancing our ability to deliver leading returns
on a sustainable basis and enduring value for all stakeholders.”

Commenting on the Acquisition, Russell Scrimshaw, Chairman of Sirius, said:

“Four months ago, following the setbacks in the bond market, we took the difficult decision to slow
the pace of development of our project and initiate a strategic review to reassess how best to unlock
the long term value for our Shareholders, the community, the UK, and our customers all around the
world.

“The scope of the strategic review was to consider and incorporate optimisations to the Project
development plan and to explore alternative funding solutions, including looking for a strategic
partner to acquire a minority interest in the Project to provide those funds and support the senior
debt financing required to complete the Project.

“We were successful in reducing the initial funding needs of our Project to map out a way to develop
the Project in a way that better aligned risk to capital providers but, despite an extensive global
search for a strategic investor, we have to date not received a firm proposal for a partial Project
stake. The only viable proposal was received from Anglo American in early January, who were only
interested in pursuing a 100% control transaction.

“Alternative financing solutions have also been pursued in parallel to the strategic partner process,
which resulted initially in a non-binding proposal being received in December 2019 and subsequently
a revised proposal being received on 9 January 2020. However, in the opinion of the Sirius Board
and its advisers, the terms of the proposal received and the conditions attached are not acceptable
in their current form. It is highly unlikely that acceptable revisions to this financing proposal can be
delivered and implemented by the end of March 2020.

“We acknowledge that to many Shareholders our decision as a board to recommend this offer will
have come as a shock. Your board deeply regrets that we could not deliver the complete stage two
financing in 2019 despite a very broad and thorough process. Going into the strategic review the
Sirius Board’s strong preference was a solution that allowed current Shareholders to participate as
fully as possible in the future development of the Project. Following the strategic review process it
is clear that no such options are currently available to us and in that context Anglo American’s offer
is the only feasible option.

“We also recognise the returns that this offer would represent are not what either our shareholders
or the Sirius Board had previously hoped for. We regret that we are not able to deliver on our long-
term goal of Sirius being able to deliver the Project into production, although we assure all
stakeholders that the team has worked tirelessly and diligently over the last nine years to try and
achieve that. However, given the current cash constraints of Sirius, and lack of realistic and
deliverable alternative financing and development options, we believe this to be a fair approach from
Anglo American, a company committed to approaching the Project in the right way, and with the
resources to complete the job.

“We now face a stark choice. If the Acquisition is not approved by Shareholders and does not
complete there is a high probability that the business could be placed into administration or
liquidation within weeks thereafter. This outcome would most likely result in Shareholders losing all
of their investment, as well as put the future of the entire Project, and its associated benefits for the
local area and the UK, at risk.

“This is the context in which your board must assess the offer for your company and, having given
due consideration, your board believes the Acquisition to be in the best interests of Sirius and all of
its stakeholders, providing Shareholders with some financial return.”

This summary should be read in conjunction with the full text of this announcement. The
Acquisition shall be subject to the Conditions and further terms set out in Appendix I to this
announcement and to the full terms and conditions which shall be set out in the Scheme
Document. Appendix II to this announcement contains the sources of information and bases
of calculations of certain information contained in this announcement, Appendix III contains
a summary of the irrevocable undertakings received in relation to this Acquisition and
Appendix IV contains definitions of certain expressions used in this summary and in this
announcement.

Enquiries:

 Anglo American
 Media                                                Investors
 UK                                                   UK
 James Wyatt-Tilby                                    Paul Galloway
 james.wyatt-tilby@angloamerican.com                  paul.galloway@angloamerican.com
 Tel: +44 (0)20 7968 8759                             Tel: +44 (0)20 7968 8718

 Marcelo Esquivel                                     Robert Greenberg
 marcelo.esquivel@angloamerican.com                   robert.greenberg@angloamerican.com
 Tel: +44 (0)20 7968 8891                             Tel: +44 (0)20 7968 2124

 Katie Ryall                                          Emma Waterworth
 katie.ryall@angloamerican.com                        emma.waterworth@angloamerican.com
 Tel: +44 (0)20 7968 8935                             Tel: +44 (0)20 7968 8574

 South Africa
 Pranill Ramchander
 pranill.ramchander@angloamerican.com
 Tel: +27 (0)11 638 2592

 Sibusiso Tshabalala
 sibusiso.tshabalala@angloamerican.com
 Tel: +27 (0)11 638 2175

 Bank of America Securities (Joint Financial Adviser to Anglo American)
 Ben Davies                                           Tel: +44 (0) 20 7628 1000
 Geoff Iles
 Peter Surr
 Ben Winstanley

 Centerview Partners UK LLP (Joint Financial Adviser to Anglo American)
 James Hartop                                         Tel: +44 (0) 20 7409 9700
 Edward Rowe
 Fiona McHardy

 Brunswick (Anglo American’s PR adviser)
 Jonathan Glass                                       Tel: +44 (0) 20 7404 5959
 Charles Pretzlik

 Sirius
 Gareth Edmunds                                       Tel: +44 (0) 8455 240 247
 Tristan Pottas

 J.P. Morgan Cazenove (Lead Financial Adviser to
 Sirius)
 Jamie Riddell                                        Tel: +44 (0) 20 7742 4000
 James Robinson
 Andrey Zhvitiashvili
 Jonty Edwards

 Lazard & Co., Limited (Financial Adviser to Sirius)
 Spiro Youakim                                        Tel: +44 (0) 20 7187 2000
 David Burlison
 Victoria Varga

 Liberum Capital (Joint Broker to Sirius)
 Clayton Bush                                         Tel: +44 (0) 20 3100 2000

 Shore Capital (Joint Broker to Sirius)
 Jerry Keen                                           Tel: +44 (0) 20 7408 4090

 Edelman (Sirius’ PR adviser)
 Iain Dey                                             Tel: +44 (0) 20 3047 2268
 Ed Brown
 John Kiely


Linklaters LLP are retained as legal adviser to Anglo American. Allen & Overy LLP are retained as
legal adviser to Sirius.
Anglo American LEI: 549300S9XF92D1X8ME43

Sirius LEI: 2138004ATVA9GVUAGA82

Shareholder helpline
If you have any questions in relation to the Acquisition please contact Georgeson, a trading name
of Computershare Investor Services PLC, on 00 800 3742 6163 between the hours of 9.00 a.m. and
5.00 p.m. Monday to Friday.

Please note, that for legal reasons, Georgeson will only be able to provide you with information
contained in this announcement and will be unable to give advice on the merits of the Acquisition or
to provide legal, financial or taxation advice on the contents of this announcement or the Acquisition.

Important Notices
Merrill Lynch International (“BofA Securities”), which is authorised by the UK Prudential Regulation
Authority and regulated by the FCA and the UK Prudential Regulation Authority, is acting exclusively
for Anglo American and for no one else and will not be responsible to anyone other than Anglo
American for providing the protections afforded to its clients or for providing advice in relation to the
matters referred to in this announcement. Neither BofA Securities, nor any of its affiliates, owes or
accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person who is not a client of BofA Securities in connection
with this announcement, any statement contained herein or otherwise.

Centerview Partners UK LLP (“Centerview Partners”) is authorised and regulated by the FCA.
Centerview Partners is acting exclusively for Anglo American and no one else in connection with the
matters referred to in this announcement. Centerview Partners is not and will not be responsible to
anyone other than Anglo American for providing the protections afforded to its clients or for providing
advice in connection with the contents of this announcement or any other matter referred to in this
announcement. Neither Centerview Partners, nor any of its affiliates, owes or accepts any duty,
liability or responsibility whatsoever to any person who is not a client of Centerview Partners in
connection with this announcement, any statement contained herein or otherwise.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan
Cazenove (“J.P. Morgan Cazenove”), is authorised in the United Kingdom by the Prudential
Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority
and the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively for Sirius and no one
else in connection with the matters set out in this announcement and will not regard any other person
as its client in relation to the matters in this announcement and will not be responsible to anyone
other than Sirius for providing the protections afforded to clients of J.P. Morgan Cazenove, or for
providing advice in relation to any matter referred to herein.

Lazard & Co., Limited (“Lazard”), which is authorised and regulated by the FCA in the United
Kingdom, is acting exclusively for Sirius and for no one else and will not be responsible to anyone
other than Sirius for providing the protections afforded to its clients or for providing advice in
connection with the matters set out in this announcement. Neither Lazard nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether
in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in
connection with this announcement, any statement contained herein, the transaction described
herein or otherwise.

Liberum Capital Limited (“Liberum Capital”), which is authorised and regulated in the United
Kingdom by the FCA, is acting as joint broker exclusively for Sirius and for no one else in connection
with the matters set out in this announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be responsible to anyone other than Sirius
for providing the protections afforded to clients of Liberum Capital, or for providing advice in relation
to any matter referred to herein.

Shore Capital Stockbrokers Limited (“Shore Capital”), which is authorised and regulated in the
United Kingdom by the FCA, is acting as joint broker exclusively for Sirius and no one else in
connection with the matters set out in this announcement and will not regard any other person as its
client in relation to the matters in this announcement and will not be responsible to anyone other
than Sirius for providing the protections afforded to clients of Shore Capital, or for providing advice
in relation to any matter referred to herein.

This announcement is for information purposes only and does not constitute an offer to sell or an
invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to
the Acquisition or otherwise.

The Acquisition shall be made solely by means of the Scheme Document which shall contain the
full terms and conditions of the Acquisition, including details of how to vote in respect of the
Acquisition.

This announcement has been prepared for the purpose of complying with the laws of England and
Wales and the Takeover Code and the information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in accordance with the laws of
jurisdictions outside England and Wales.

Sirius shall prepare the Scheme Document to be distributed to Sirius Shareholders. Sirius and Anglo
American urge Sirius Shareholders to read the Scheme Document when it becomes available
because it shall contain important information relating to the Acquisition.

This announcement does not constitute a prospectus or prospectus exempted document.
Overseas Shareholders

The release, publication or distribution of this announcement in or into certain jurisdictions other than
the United Kingdom or the United States may be restricted by law. Persons who are not resident in
the United Kingdom or the United States or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.

Unless otherwise determined by Anglo American or required by the Takeover Code, and permitted
by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly,
in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and
no person may vote in favour of the Acquisition by any such use, means, instrumentality or form
within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the
laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this announcement and all documents relating to the
Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Acquisition to Sirius Shareholders who are not resident in the United Kingdom
(and, in particular, their ability to vote their Sirius Shares with respect to the Scheme at the Court
Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf) may be
affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not
resident in the United Kingdom should inform themselves of, and observe, any applicable
requirements, as failure to comply with such requirements may constitute a violation of the securities
laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and
persons involved in the Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person.

The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the
London Stock Exchange and the Financial Conduct Authority.

Additional information for US investors

The Acquisition relates to shares of a UK company and is proposed to be effected by means of a
scheme of arrangement under the laws of England and Wales. A transaction effected by means of
a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under
the US Exchange Act.

Accordingly, the Acquisition is subject to the disclosure and procedural requirements applicable in
the United Kingdom to schemes of arrangement which differ from the disclosure requirements of
United States tender offer and proxy solicitation rules.

Neither the US Securities and Exchange Commission nor any US state securities commission has
approved or disproved or passed judgment upon the fairness or the merits of the Acquisition or
determined if this announcement is adequate, accurate or complete. Any representation to the
contrary is a criminal offence in the US.

However, if Anglo American were to elect to implement the Acquisition by means of a takeover offer,
such takeover offer shall be made in compliance with all applicable United States laws and
regulations, including any applicable exemptions under the US Exchange Act. Such a takeover
would be made in the United States by Anglo American and no one else.
In the event that the Acquisition is implemented by way of Takeover Offer, in accordance with normal
United Kingdom practice and pursuant to Rule 14e-15(b) of the US Exchange Act, Anglo American
or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of,
or arrangements to purchase, shares or other securities of Sirius outside of the US, other than
pursuant to such Takeover Offer, during the period in which such Takeover Offer would remain open
for acceptance. These purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about such purchases or arrangements to
purchase shall be disclosed as required in the UK, shall be reported to a Regulatory Information
Service and shall be available on the London Stock Exchange website at
www.londonstockexchange.com.

The receipt of consideration by a US holder for the transfer of its Sirius Shares pursuant to the
Scheme shall be a taxable transaction for United States federal income tax purposes. Each Sirius
Shareholder is urged to consult their independent professional adviser immediately regarding the
tax consequences of the Acquisition applicable to them, including under applicable United States
state and local, as well as overseas and other, tax laws.

Financial information relating to Sirius included in this announcement and the Scheme Document
has been or shall have been prepared in accordance with accounting standards applicable in the
United Kingdom and may not be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with generally accepted accounting
principles in the United States.

Anglo American, Bidco and Sirius are each organised under the laws of England and Wales. Some
or all of the officers and directors of Anglo American, Bidco and Sirius, respectively, are residents of
countries other than the United States. As a result, it may be difficult for US Sirius Shareholders to
effect service of process within the United States upon Anglo American, Bidco or Sirius or their
respective officers or directors or to enforce against them a judgment of a US court predicated upon
the federal or state securities laws of the United Kingdom.

Forward looking statements
This announcement (including information incorporated by reference in this announcement),
oral statements made regarding the Acquisition, and other information published by Sirius, Anglo
American or any member of the Anglo American Group contain statements which are, or may be
deemed to be, “forward-looking statements”. Such forward-looking statements are prospective in
nature and are not based on historical facts, but rather on current expectations and on numerous
assumptions regarding the business strategies and the environment in which Anglo American,
any member of the Anglo American Group or the Enlarged Group shall operate in the future and
are subject to risks and uncertainties that could cause actual results to differ materially from
those expressed or implied by those statements.

The forward- looking statements contained in this announcement relate to Anglo American, any
member of the Anglo American Group or the Enlarged Group’s future prospects, developments and
business strategies, the expected timing and scope of the Acquisition and other statements other
than historical facts. In some cases, these forward-looking statements can be identified by the use
of forward looking terminology, including the terms “believes”, “estimates”, “will look to”, “would look
to”, “plans”, “prepares”, “anticipates”, “expects”, “is expected to”, “is subject to”, “budget”,
“scheduled”, “forecasts”, “synergy”, “strategy”, “goal”, “cost-saving”, “projects”, “intends”, “may”,
“will”, “shall” or “should” or their negatives or other variations or comparable terminology.
Forward-looking statements may include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii) business and management
strategies and the expansion and growth of Anglo American’s, any member of the Anglo American
Group’s or Sirius’ operations and potential synergies resulting from the Acquisition; and (iii) the
effects of global economic conditions and governmental regulation on Anglo American’s, any
member of the Anglo American Group’s or Sirius’ business.

By their nature, forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that shall occur in the future. These events and
circumstances include changes in the global, political, economic, business, competitive, market and
regulatory forces, future exchange and interest rates, changes in tax rates and future business
combinations or disposals. If any one or more of these risks or uncertainties materialises or if any
one or more of the assumptions proves incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward-looking statements should therefore be construed
in the light of such factors.

Neither Sirius nor any of Anglo American nor any member of the Anglo American Group, nor any
of their respective associates or directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied in any forward-
looking statements in this announcement shall actually occur. Given these risks and uncertainties,
potential investors should not place any reliance on forward-looking statements.

The forward-looking statements speak only at the date of this announcement. All subsequent oral
or written forward-looking statements attributable to any member of the Anglo American Group or
Sirius Group, or any of their respective associates, directors, officers, employees or advisers, are
expressly qualified in their entirety by the cautionary statement above.

Sirius, the Anglo American Group and Anglo American expressly disclaim any obligation to
update such statements other than as required by law or by the rules of any competent regulatory
authority, whether as a result of new information, future events or otherwise.

No profit forecasts or estimates
No statement in this announcement is intended as a profit forecast or estimate for any period and
no statement in this announcement should be interpreted to mean that earnings or earnings per
share for Anglo American or Sirius, as appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or earnings per share for Anglo
American or Sirius, as appropriate.

Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any
class of relevant securities of an offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to
be, solely in cash) must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of the person’s interests and short
positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom
Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day
following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London
time) on the 10th business day following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant securities of the offeree company or of
a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent.
or more of any class of relevant securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person’s interests and short positions in, and rights to subscribe for,
any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities of an offeree company or a securities
exchange offeror, they shall be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the
Panel’s website at http://www.thetakeoverpanel.org.uk/, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was first identified. If
you are in any doubt as to whether you are required to make an Opening Position Disclosure or a
Dealing Disclosure, you should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638
0129.

Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by Sirius
Shareholders, persons with information rights and other relevant persons for the receipt of
communications from Sirius may be provided to Anglo American during the Offer Period as
requested under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the
Takeover Code.

Publication on website and availability of hard copies
A copy of this announcement shall be made available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on Anglo American’s and Sirius’ websites at
www.angloamerican.com/offer        and      www.siriusminerals.com/investors/firm-offer-from-anglo-
american-plc respectively by no later than 12 noon (London time) on the Business Day following the
publication of this announcement. For the avoidance of doubt, the contents of these websites are
not incorporated into and do not form part of this announcement.

You may request a hard copy of this announcement by contacting Sirius’ registrars, Link Asset
Services, during business hours on 0871 664 0300 (or +44(0) 371 664 0300 from abroad) or at The
Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. You may also request that all future
documents, announcements and information to be sent to you in relation to the Acquisition should
be in hard copy form.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments.
Accordingly, figures shown for the same category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that
precede them.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Takeover Code, Sirius confirms that as at the date of this
announcement, it has in issue and admitted to trading on the Main Market of the London Stock
Exchange, 7,020,196,560 ordinary shares of 0.25 pence each (no ordinary shares are held in
treasury). The International Securities Identification Number (ISIN) of the ordinary shares is
GB00B0DG3H29.

Sirius has an American depositary receipts ("ADR") program comprising 30,229 ADRs, for which
Deutsche Bank Trust Company Americas acts as depositary. These ADRs represent 1,511,450
ordinary shares of Sirius. The ADRs are traded over-the-counter. The trading symbol for the ADR
securities is SRUXY and the ISIN is US82967P1030.

In addition, the Sirius Group has US$236,600,000 convertible bonds outstanding. These bonds are
convertible into Sirius ordinary shares and comprise two series: (i) US$137,600,000 8.5 per cent.
convertible bonds due 2023 (ISIN code: XS1515223516); and (ii) US$99,000,000 5.0 per cent.
convertible bonds due 2027 (ISIN code: XS1991118255).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

20 January 2020

                             RECOMMENDED CASH ACQUISITION

                                              for

                                  SIRIUS MINERALS PLC

                                              by

                          ANGLO AMERICAN PROJECTS UK LIMITED

                   (a wholly owned subsidiary of Anglo American plc)

1   Introduction
    The boards of Anglo American plc (“Anglo American”), Anglo American Projects UK Limited
    (“Bidco”) and Sirius Minerals Plc (“Sirius”) are pleased to announce that they have reached
    agreement on the terms of a recommended cash acquisition pursuant to which Bidco shall
    acquire the entire issued and to be issued share capital of Sirius (the “Acquisition”). The
    Acquisition is intended to be effected by means of a scheme of arrangement under Part 26 of
    the Companies Act.

2   The Acquisition
    Under the terms of the Acquisition, which shall be subject to the Conditions and further terms
    set out in Appendix I to this announcement and to be set out in the Scheme Document, Sirius
    Shareholders shall be entitled to receive:

                 for each Sirius Share                   5.50 pence in cash

    The Acquisition values the entire issued and to be issued share capital of Sirius at
    approximately £404.9 million and represents a premium of approximately:

    -      34.1 per cent. to the Closing Price of 4.10 pence per Sirius Share on 7 January 2020
           (being the last Business Day prior to the commencement of the Offer Period);

    -      46.5 per cent. to the volume-weighted average price of 3.75 pence per Sirius Share
           since Sirius’ 17 September 2019 strategic review announcement to 7 January 2020
           (being the last Business Day prior to the commencement of the Offer Period);

    -      53.4 per cent. to the one-month volume-weighted average price of 3.59 pence per
           Sirius Share to 7 January 2020 (being the last Business Day prior to the
           commencement of the Offer Period); and

    -      61.7 per cent. to the three-month volume-weighted average price of 3.40 pence per
           Sirius Share to 7 January 2020 (being the last Business Day prior to the
           commencement of the Offer Period).
    If, on or after the date of this announcement and on or prior to the Effective Date, any dividend,
    distribution or other return of value is declared, made or paid by Sirius on the Sirius Shares,
    the Offer Price shall be reduced correspondingly. In such circumstances, Sirius Shareholders
    would be entitled to retain any such dividend, distribution or other return of value declared,
    made or paid.

    It is expected that the Scheme Document, containing further information about the Acquisition
    and notices of the Court Meeting and the General Meeting, shall be sent to Sirius
    Shareholders within 28 days of this announcement and it is expected that the Scheme will
    become Effective by 31 March 2020.

3   Background to and reasons for the Acquisition
    In September 2019, Sirius announced that it was undertaking a strategic review in order to
    assess the development plan for its North Yorkshire polyhalite project (the “Project”) and an
    appropriate financing structure to provide relevant funding. Sirius also announced that the
    strategic review would include a broader process to seek a major strategic partner in the
    Project. In November 2019, Sirius provided an update on the progress of this strategic review,
    including a revised two-stage development plan.

    The Project, once developed, is expected to produce a premium fertiliser product that has the
    potential to generate demand both on a standalone basis and when blended with existing
    products at a competitive cost that would support attractive margins.

    Anglo American is a leading global mining company with a world-class portfolio of mining and
    mineral processing operations and undeveloped resources, combined with a worldwide
    marketing network through which it sells its products to customers. Anglo American has a
    clear, asset-led strategy and the quality, long life and growth potential of those mineral assets
    are the foundation of the long-term competitiveness and sustainability of its business.

    Anglo American identified the Project as being of potential interest some time ago, given the
    quality of the underlying asset in terms of scale, resource life, operating cost profile and the
    nature and quality of its product. The Project has the potential to fit well with Anglo American’s
    established strategy of focusing on world-class assets, particularly in the context of Anglo
    American’s portfolio trajectory towards later cycle products that support a fast-growing global
    population and a cleaner, greener, more sustainable world.

    Anglo American believes that the offer provides certainty to Sirius Shareholders, employees
    and wider stakeholders, whilst Anglo American brings financial, technical and marketing
    resources and capabilities to progress the Project over time, with the potential for associated
    employment and economic benefits for the local area. Anglo American remains committed to
    its disciplined capital allocation framework. In the first two years after successful completion
    of the Acquisition, development work on the Project is expected to be broadly in line with
    Sirius’ revised development plan although Anglo American intends to update the development
    timeline, optimise mine design and ensure appropriate integration with its own operating
    standards and practices. As part of that process, Anglo American will review the residual
    capital for the Project under its ownership. Sirius currently expects incremental capital of
    approximately US$3.3 billion in order to reach a production level of 10 mtpa and assuming a
    P90 contingency. During these first two years and subject to the update, development work
    of approximately US$300 million per annum is expected. In line with its capital allocation
    framework Anglo American will also keep potential syndication of the Project under review.

    Within Anglo American’s portfolio, the Project is expected to benefit from Anglo American’s
    technical expertise in both the development and operational phases, as well as from Anglo
    American’s recognised Operating Model to drive safety and productivity to world-leading
    standards. Integration into Anglo American’s marketing network provides further potential
    through full mine-to-market capabilities and institutional experience in the world’s major
    fertiliser markets.

    Anglo American notes the following key attributes of the Project from its initial assessment:

    Asset quality

    Anglo American believes that the Project has the potential to become a world-class, low-cost
    and long-life asset. Sirius has progressed the development of the Project to an advanced
    stage, with construction now under way for over two years. Sirius has indicated that this is
    currently the world’s largest known high-grade polyhalite deposit with a JORC Reserve of 290
    million tonnes, with a grade of 88.8% and a Resource of 2.69 billion tonnes. The Resource
    indicated by Sirius has the scale, thickness and quality to be mined efficiently through a
    relatively simple, low-energy, non-chemical production process. Anglo American expects that
    this could result in total unit costs of US$40-50 per tonne at an initial level of production of 10
    mtpa. Sirius has indicated that the Project could operate at an EBITDA margin potentially well
    in excess of 50%, leaving the Project well positioned for strong through-the-cycle profitability
    with an anticipated long asset life.

    Development pathway

    As at 30 September 2019, US$1.1 billion has been invested in the development of the Project,
    with construction supported by the appointment of well-proven contractors including DMC
    Mining Services Ltd, Strabag AG, Worley Parsons Ltd and P. J. Carey (Contractors) Limited.

    All material development, operational and export approvals are in place and access rights
    secured for the current development plan including the sinking of an operation and a service
    shaft, the construction of the proposed mineral transport system (“MTS”) and the material
    handling facility (“MHF”) as well as the refurbishment of the port handling facility. The MTS
    will transport product 37km underground, directly from the mine to the MHF. This will have
    direct access to dedicated, deep-water harbour facilities.

    Prior to completion of the Acquisition, Sirius intends to provide Anglo American and Bidco with
    information relating to its ongoing cash balance and cash flow requirements in respect of the
    Offer Period, provided that Anglo American and Bidco agree that such information shall not
    be used as the basis for invoking any Condition to the Acquisition. Anglo American, Bidco and
    Sirius intend to work with each other (to the extent legally permissible) to ensure that the
    business continues to address the financial challenges it faces in the long-term best interests
    of Sirius and its stakeholders.

    Premium product

    Global fertiliser demand is driven by factors including food, feed and fuel demand, which are
    in turn driven by population growth, diet, arable land per capita and biofuel demand. The use
    of fertilisers is one of the most effective ways to improve agricultural yields and therefore help
    to address the anticipated future imbalance between food, feed and biofuel demand and
    supply. Fertilisers are therefore likely to have a critical role to play in a sustainable future.

    Sirius’ polyhalite product, POLY4, is a multi-nutrient fertiliser certified for organic use and has
    the potential to generate demand at a competitive cost that supports a strong margin. POLY4
    is an attractive low-chloride alternative to, and for blending with, traditional fertiliser products
    on a cost-effective basis. It includes four of the six key macro-nutrients necessary for plant
    growth, being potassium, sulphur, magnesium and calcium, and has been certified for organic
    use.

    Over a period of 7 years, a total of 492 trials across 54 different crops in 31 different countries
    have been undertaken by Sirius to support discussions with customers on the technical and
    commercial applications of POLY4. These have shown that polyhalite can improve crop yield,
    quality and taste. Polyhalite can also improve plant resistance to drought, frost, insects and
    diseases. Trials are ongoing and will continue to take place during the review phase.

    POLY4 will be positioned as a premium product as a result of its multi-nutrient, lower-chloride
    composition. POLY4 and Sulphate of Potash have significantly lower chloride content (less
    than five per cent.) than the most commonly used potash fertilizer, Muriate of Potash
    (approximately 40 per cent.). This is important because many of the world’s major crops, such
    as tea, coffee, beans, potatoes, and many fruits and vegetables, are particularly sensitive to
    chloride. Sirius has also identified that POLY4 generates significantly less CO2 per tonne
    relative to both Sulphate of Potash and Muriate of Potash (less than, approximately, 93% and
    85% respectively).

    As a result of the significant benefits and potential for POLY4, Sirius has been able to enter
    into a number of customer offtake agreements with well-established counterparties such as
    Archer Daniels Midland Company, BayWa AG, Cibrafertil Companhia Brasileira de
    Fertilizantes, Indian Farmers Fertilisers Cooperative Ltd, Wilmar Group and Qatar Chemical
    and Petrochemical Marketing and Distribution Company Q.p.J.S.C. A large proportion of
    these agreements have specific price levels recognising the value from key nutrients and
    have been set up on a take-or-pay basis. In total, these offtake arrangements accommodate
    production in excess of 10 mtpa. Based on January 2019 prices, the indicative weighted
    average FOB price for POLY4 would be approximately US$140 per tonne under the offtake
    agreements as outlined in Sirius’ May 2019 prospectus. This figure is not a forecast of future
    pricing and future pricing could be materially different.

    Investing in the United Kingdom

    The Project is located in North Yorkshire in the United Kingdom and offers the potential for
    significant investment and sustained job creation in the region, both directly and indirectly.
    Key stakeholders, including the North York Moors National Parks Authority, Scarborough
    Borough Council and a number of local landowners continue to express their support for its
    development.

    As a sign of its intent to support the sustainable development of the Project’s host
    communities, Anglo American intends to make a voluntary contribution of £4 million to the
    Sirius Minerals Foundation, with £1 million to be paid on completion of the Acquisition and a
    further £1 million to be paid on the anniversary of completion of the Acquisition for the next
    three years.

4   Recommendation
    The Sirius Directors, who have been so advised by J.P. Morgan Cazenove and Lazard as to
    the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and
    reasonable. In providing their advice to Sirius Directors, J.P. Morgan Cazenove and Lazard
    have taken into account the commercial assessments of the Sirius Directors. In addition, the
    Sirius Directors consider the terms of the Acquisition to be in the best interests of Sirius
    Shareholders as a whole.

    Accordingly, the Sirius Directors intend to recommend unanimously that Sirius Shareholders
    vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the
    General Meeting as the Sirius Directors who hold Sirius Shares have irrevocably undertaken
    to do or procure to be done in respect of their own beneficial holdings, amounting, in
    aggregate, to 172,462,637 Sirius Shares, representing, in aggregate, approximately 2.46 per
    cent. of the issued share capital of Sirius as at 16 January 2020 (being the latest practicable
    date prior to announcement).

    Further details of these irrevocable undertakings (including the circumstances in which they
    shall fall away) are set out in Appendix III to this announcement.

5   Background to and reasons for the recommendation
    On 17 September 2019 Sirius announced that, as a result of market conditions impacting its
    ability to deliver its Stage 2 Financing, it would be slowing the pace of development on its
    North Yorkshire polyhalite project and undertaking a strategic review over a period of six
    months. The purpose of the strategic review was to consider and incorporate optimisations to
    the project development plan and to explore alternative funding solutions, including
    conducting a process with the aim of identifying and securing a strategic investor in the
    project, in order to reassess the best way to unlock the value of the project for Sirius
    Shareholders, the community, the UK, and Sirius’ customers all around the world. Sirius
    believed that the compelling economics of the Project provided a strong basis for a revised
    funding plan, but that it would require time to bring together components of such a plan and
    to assess investor appetite for a revised funding plan. The strategic review also recognised
    the difficult market conditions in the project finance market for single asset companies with a
    greenfield mining project and took into account the feedback received from prospective senior
    debt providers (including during Stage 2 Financing) around the risks associated with
    construction. Sirius had identified strategic partners as a way to bring extra capital into the
    Project to strengthen the credit case, as well as to potentially provide extra support during
    construction.

    As at 31 August 2019, Sirius had approximately £180 million of unrestricted cash. That
    amount did not provide sufficient liquidity for Sirius to continue the development of the project
    in line with its original development schedule for any significant period of time. Therefore, the
    Sirius Board determined that the scope of development works would be scaled down to
    provide time to conduct the strategic review of the project development and to explore various
    funding options. The reduced pace of development focused on maintaining key areas of the
    Project to preserve the most value for the Project.

    During the preliminary phase of the strategic review, Sirius assessed the development options
    available to significantly de-risk the proposition for any future senior debt providers. In the
    debt raising processes conducted by Sirius over the last three years, one common aspect
    identified by prospective credit providers had been the perceived risk associated with deep
    shaft construction. On 11 November 2019, Sirius announced an update to the strategic review
    which had identified a two-stage development plan to enable Sirius to achieve the key de-
    risking milestone of first polyhalite, when the service shaft reaches the polyhalite ore body,
    with an upfront capital requirement of ~US$600 million (in addition to existing cash resources)
    for this initial scope. The deferred scope of additional works required to reach an installed and
    ramped up production capacity of 10 mtpa contemplated up to US$2.5 billion of further capital
    expenditure thereafter. At the same time, Sirius announced that it was seeking to have the
    initial scope funded from the proceeds of either the strategic investor process or through a
    structured debt financing package, with either potentially incorporating the issue of new equity
    or an equity-like component to the financing package. Sirius confirmed that the strategic
    partner and debt financing processes were underway with the aim of securing ~US$600
    million of initial scope funding, with various parties engaged and assessing information.

    Sirius and its advisers have undertaken an extensive global engagement process, covering
    mining and fertilizer companies, broader natural resource and industrial companies, financial
    sponsors, sovereign wealth funds and family offices, as well as providers of structured finance
    and mezzanine investors. Sirius has facilitated access to project information, conducted site
    visits and management presentations, supported due diligence requirements and held
    discussions with parties interested in the Project. Sirius has also evaluated capital markets
    financing options including institutional equity and retail equity investors, senior mezzanine
    and junior debt and convertible debt. The Sirius Board has carefully and regularly reviewed
    the progress of the revised funding plan. It has monitored the status of all parties involved in
    the strategic investor and debt financing processes and has evaluated discussions and
    proposals received against the objectives of the strategic review and the Sirius Group’s
    remaining liquidity position.

    As at 31 December 2019, Sirius had approximately £59.9 million of unrestricted cash, which
    was broadly in line with the expected capital spend when the strategic review was announced
    on 17 September 2019. Unless Sirius is able to secure additional funding or a merger or
    acquisition transaction involving Sirius by the end of March 2020 or soon thereafter, the Sirius
    Board would be required to place Sirius into administration or liquidation, which could result
    in Shareholders losing all of their investment in Sirius.

    In conjunction with this review, Anglo American actively explored an interest in Sirius during
    Q4 2019. On 6 January 2020 the Sirius Board received a non-binding indicative proposal from
    Anglo American expressing an interest in acquiring Sirius. On 8 January 2020, Sirius
    announced that it was in advanced discussions with Anglo American regarding a possible all-
    cash offer of 5.50 pence per Sirius Share for the entire issued, and to be issued, share capital
    of Sirius. Following receipt of the Anglo American proposal, the Sirius Board carefully
    assessed the merits of the proposal against the potential alternative options from other parties
    involved in the ongoing strategic investor and debt financing processes and also in light of the
    Sirius Group’s current and expected liquidity position.

    The most advanced alternative proposal was a potential debt financing proposal from a
    consortium of financial investors. In December 2019, Sirius received a non-binding term sheet
    from the consortium to form the basis of a US$680 million funding package to cover the initial
    scope of work. On 9 January 2020, Sirius received a revised non-binding term sheet from the
    consortium. The Sirius Board reviewed the proposed terms and conditions, together with its
    advisers, and concluded that the consortium’s conditions and the time it would take to meet
    such conditions were such that there is a very material risk that the overall funding package
    would not be implementable by the end of March 2020. Based on the backdrop of the search
    for a standalone funding solution undertaken over the last 4 months and the extensive
    discussions held during that timeframe, the Sirius Board believes that, at this time, there is
    not likely to be an alternative to the Acquisition other than administration or liquidation.

    In this context, the Sirius Directors view the Acquisition as the only viable way forward for
    Sirius. It provides certainty of value in cash to Sirius Shareholders (as against potentially
    losing all of their investment) and, as a result of the support of the Project by Anglo American,
    provides greater certainty of outcome for Sirius’ creditors. In addition, it safeguards the Project
    by placing it into a group with the financial, technical and marketing resources and capabilities
    to progress it over time; it protects the employees, and allows the community, region and the
    UK to continue to benefit from the Project.

    The Sirius Directors, who have been so advised by J.P. Morgan Cazenove and Lazard as to
    the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and
    reasonable. J.P. Morgan Cazenove and Lazard are providing independent financial advice to
    the Sirius Board for the purposes of Rule 3 of the Takeover Code. In providing advice to the
    Sirius Board, J.P. Morgan Cazenove and Lazard have taken into account the commercial
    assessments of the Sirius Board.

    The Sirius Directors consider the terms of the Acquisition to be in the best interests of Sirius
    Shareholders as a whole. The Sirius Directors therefore unanimously recommend that Sirius
    Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution
    to be proposed at the Sirius General Meeting.

6   Information on Anglo American
    Anglo American

    Anglo American is a leading global mining company whose products are the essential
    ingredients in almost every aspect of modern life. Its portfolio of world-class competitive
    mining operations and undeveloped resources provides the metals and minerals that enable
    a cleaner, greener and more sustainable world and that meet the fast-growing consumer-
    driven demands of the world’s developed and maturing economies. With people at the heart
    of its business, Anglo American uses innovative practices and the latest technologies to
    discover new resources and mine, process, move and market its products to customers
    around the world – safely, responsibly and sustainably.

    Anglo American was founded in 1917 and today produces diamonds (through De Beers),
    copper, platinum group metals, iron ore, metallurgical coal, nickel and thermal coal, with
    operations and projects in development in Australia, Botswana, Brazil, Canada, Chile,
    Colombia, Namibia, Peru, South Africa and Zimbabwe, most of whose products are marketed
    to customers via a dedicated global marketing business based in London and Singapore. In
    2018, Anglo American generated revenue of US$27.6 billion, an underlying EBITDA of
    US$9.2 billion and profit attributable to equity shareholders of US$3.5 billion, with a 19%
    Return on Capital Employed. Headquartered in London and listed on the London and
    Johannesburg stock exchanges with a market capitalisation of £29.8 billion as of 16 January
    2020, Anglo American employs approximately 90,000 people around the world.

    The Acquisition will mark a continuation of Anglo American’s long experience in the fertiliser
    market over much of the last 50 years, having owned and operated assets both in the U.K
    and more recently in Brazil until 2016 when it ceased to have any interests in the fertiliser
    market.

    Bidco

    Bidco is a newly incorporated indirect wholly owned subsidiary of Anglo American, and is a
    private limited company incorporated in England and Wales.

    Bidco has not traded since incorporation, nor has it entered into any obligations, other than in
    connection with the Acquisition.

7   Information on Sirius
    Sirius is a public limited company registered in England and Wales. The Sirius Shares are
    listed on the Official List.

    Sirius was previously quoted on the AIM market of the London Stock Exchange in 2005 and
    the Sirius Shares were admitted to trading to the Main Market of the London Stock Exchange
    on 28 April 2017. Since then, the Company’s principal activities have been to raise funds to
    invest in developing potential mining opportunities. Prior to the acquisition of York Potash
    Limited and the Project in January 2011, such development opportunities included projects in
    North Dakota, Queensland and Western Australia. These projects and associated project
    companies are now dormant or wound up, and Sirius’ resources have been dedicated to the
    development of the Project.

8   Directors, management, employees and locations
    Employees and management

    Anglo American attaches great importance to the skill and experience of Sirius’ management
    and employees and recognises that the commitment of the management and employees of
    Sirius will be important to Anglo American going forward, particularly in relation to the
    development of the Project and therefore, save as set out in “Sirius senior management and
    incentivisation arrangements” below, Anglo American does not intend to make any material
    change in the conditions of employment of Sirius employees, unless otherwise agreed with
    the relevant employee.

    Anglo American intends to support the Sirius management team in conjunction with the
    broader resources of Anglo American in order to proceed with the development of the Project
    following a further review of the development plan. Anglo American remains committed to its
    disciplined capital allocation framework. In the first two years after successful completion of
    the Acquisition, development work on the Project is expected to be broadly in line with Sirius’
    revised development plan although Anglo American intends to update the development
    timeline, optimise mine design and ensure appropriate integration with Anglo American’s own
    operating standards and practices. Following completion of the Acquisition, Anglo American
    does not intend to initiate any material headcount reductions within the current Sirius
    organisation or any material changes in the balance of skills and functions of the Sirius
    employees and management but may provide additional support to the Project through the
    use of Anglo American’s skills and capabilities. Anglo American intends to continue to support
    Sirius’ existing engineering apprentice scheme.

    Sirius currently has a head office in Scarborough with a small registered office in London.
    Following completion of the Acquisition, Anglo American intends to maintain Sirius’
    Scarborough office and to close Sirius’ London office. Anglo American intends to maintain
    Sirius’ executive, sales and projects functions across both locations and consolidate certain
    corporate and support functions with corresponding Anglo American functions. Anglo
    American has not yet determined whether these steps will result in headcount reductions but
    Anglo American would expect that any required reductions would not be material in number.

    It is expected that, upon completion of the Acquisition, each of the non-executive members of
    the Sirius Board shall resign from his/her office as a Sirius Director.

    Existing rights and pension schemes
    Anglo American has given assurances to the Sirius Directors that, following completion of the
    Acquisition, the existing contractual and statutory rights and terms and conditions of
    employment, including pension obligations, of the management and employees of the Sirius
    Group will be fully safeguarded in accordance with applicable law. The Sirius Group has
    confirmed to Anglo American that the only pension scheme it currently makes available to its
    employees is a defined contribution pension scheme provided through an external provider
    and it does not have any current or historical liability exposure to any pension arrangements
    providing benefits on a defined benefit basis. Anglo American therefore does not anticipate
    any pensions underfunding risk or exposure to any pension scheme deficit arising under
    legislation to, or in respect of, the Sirius Group employees following completion of the
    Acquisition.

    Sirius senior management and incentivisation arrangements

    Each of the Sirius Chief Executive Officer; Chief Financial Officer; General Counsel and
    Company Secretary; Chief Development Officer; Chief Marketing Officer; External Affairs
    Director and People Director have agreed that they will remain with the Sirius business
    following completion of the Acquisition, for a period of at least one year. Anglo American has
    therefore agreed that during the period of one year following completion there will be no
    changes to these individuals’ remuneration arrangements in respect of salary, benefits and
    pensions, and that during this period they will continue to participate in a bonus and a long-
    term incentive arrangement in accordance with their current ordinary level of annual bonus
    and long-term incentive participation. The annual bonus and long-term incentive
    arrangements will be cash-based and subject to terms, including in relation to continued
    employment and performance conditions, to be determined in due course.

    Locations, fixed assets and research and development

    Except as referred to in “Employees and management” above, Anglo American does not
    intend to make any material restructurings or changes in location of Sirius’ operations and
    places of business following completion of the Acquisition.

    No changes are envisaged by Anglo American with respect to the redeployment of Sirius’ fixed
    asset base.

    Sirius’ research, or global agronomy, programme is designed to provide scientific data on
    specific crop responses to POLY4 and POLY4-based NPK blends to support ongoing
    discussions with customers on the technical and commercial applications of POLY4. Anglo
    American intends to continue to support Sirius’ research programme.

    The Acquisition shall not have any impact on the existing business of Anglo American.

    De-listing

    Prior to the Scheme becoming Effective, it is intended that applications will be made to the
    London Stock Exchange to cancel trading in Sirius Shares on the London Stock Exchange’s
    Main Market for listed securities and to the FCA to cancel the listing of Sirius Shares from the
    Official List, in each case to take effect on or shortly after the Effective Date.

    Other

    No statements in this paragraph 8 constitute “post-offer undertakings” for the purposes of
    Rule 19.5 of the Takeover Code.

9    The Sirius Share Plans
     Participants in the Sirius Share Plans shall be contacted regarding the effect of the Acquisition
     on their rights under the Sirius Share Plans and appropriate proposals shall be made to such
     participants in due course. Further details of the terms of such proposals shall be included in
     the Scheme Document and in separate letters to be sent to participants in the Sirius Share
     Plans.

10   The Convertible Bonds
     Anglo American will make an appropriate proposal to the Convertible Bondholders. Anglo
     American intends to treat the Effective Date as the date of occurrence of a “Change of Control”
     under the terms and conditions of the Convertible Bonds. Under such proposals, Convertible
     Bondholders will have the right:

     -       to convert their Convertible Bonds at their prevailing conversion price prior to the
             Effective Date of the Scheme. Convertible Bondholders who exercise this right will
             participate in the Scheme as holders of Sirius Shares and will receive the Offer Price
             for each Sirius Share then held; and/or

     -       subject to completion of the Acquisition, to convert their Convertible Bonds during the
             period of 60 days following the Effective Date at the enhanced change of control
             conversion price. Convertible Bondholders who exercise this right will (as a result of
             amendments to Sirius’ articles of association proposed to be implemented as from the
             Effective Date) receive the Offer Price for each Sirius Share they would have
             otherwise been entitled to on conversion, rather than the resulting Sirius Shares;
             and/or

     -       subject to completion of the Acquisition to redeem their Convertible Bonds, in the case
             of the Sirius 2023 Bonds, at their principal amount plus accrued interest and, in the
             case of the Sirius 2027 Bonds, at their accreted principal amount plus accrued
             interest, in each case in accordance with the terms of the relevant Convertible Bonds.

     Further details of these proposals shall be included in the Scheme Document and in the
     separate notice to be given to the Convertible Bondholders in due course.

     Convertible Bondholders that do not exercise any of these rights will retain the right (for so
     long as their Convertible Bonds remain outstanding and in accordance with the terms and
     conditions of the Convertible Bonds) either to continue to hold their Convertible Bonds or to
     convert their Convertible Bonds at the prevailing conversion price following the end of the 60-
     day change of control period. Convertible Bondholders who exercise this conversion right will
     not be entitled to the enhanced change of control conversion price and will receive the Offer
     Price for each Sirius Share they would otherwise have been entitled to on conversion, rather
     than the resulting Sirius Shares (as a result of amendments to Sirius’ articles of association
     proposed to be implemented as from the Effective Date). For the avoidance of doubt, the
     Acquisition is not conditional upon the approval of the Convertible Bondholders.

11   Hancock royalty deed
     Pursuant to a royalty financing agreement dated 25 October 2016 entered into between Sirius,
     York Potash Limited, York Potash Processing & Ports Limited and Hancock British Holdings
     Limited ("Hancock”) (as amended by a side letter dated 13 September 2018) (together, the
     “Royalty Deed”), Hancock has a right to subscribe, and Sirius has an obligation to require
     Hancock to subscribe, for Sirius Shares subject to the terms and conditions of the Royalty
     Deed being satisfied (or waived by Hancock). Pursuant to the terms of the Royalty Deed,
     Hancock also has certain board observers and rights to appoint a director to the Sirius Board.

     Hancock has agreed that, conditional upon completion of the Acquisition, Hancock irrevocably
     waives its right to subscribe, and agrees that Sirius shall have no obligation to require
     Hancock to subscribe, for Sirius Shares, and has agreed to remove the board observers and
     director appointment rights afforded to it under the terms of the Royalty Deed (the “Hancock
     Waiver”). Anglo American has agreed, in a side letter (the “Waiver Side Letter”), conditional
     upon completion of the Acquisition, to procure that Sirius agrees to the terms of the Hancock
     Waiver.

12   Financing
     Full acceptance of the Acquisition will result in the payment by Anglo American of up to
     approximately £404.9 million in cash to Sirius Shareholders. The cash consideration payable
     to Sirius Shareholders under the terms of the Acquisition will be funded from existing cash
     facilities.

     BofA Securities, as financial adviser to Anglo American, is satisfied that sufficient cash
     resources are available to Anglo American to enable it to satisfy, in full, the cash consideration
     payable to Sirius Shareholders under the terms of the Acquisition.

13   Asset valuation reports
     For the purposes of Rule 29 of the Takeover Code, Sirius notes that the asset valuation reports
     it published in the 12 months before the start of the Offer Period (specifically, in the Sirius
     equity prospectus dated 1 May 2019 and the York Potash Intermediate Holdings Plc
     preliminary bond offering memorandum dated 19 July 2019) were based on a series of
     assumptions and structures that are no longer valid or relevant in the context of the
     Acquisition. Sirius therefore disclaims the content of those reports and so the information in
     them should be discounted by Sirius Shareholders when considering the Acquisition.

14   Offer-related arrangements
     Confidentiality Agreement

     Anglo American Services (UK) Limited and Sirius entered into a confidentiality agreement
     dated 8 January 2020 (the “Confidentiality Agreement”) pursuant to which Anglo American
     Services (UK) Limited has undertaken, on behalf of the Anglo American Group, to (i) keep
     confidential information relating to, inter alia, the Acquisition and Sirius and not to disclose it
     to third parties (other than to certain permitted parties) unless required by law or regulation;
     and (ii) use the confidential information only in connection with the Acquisition.

     These confidentiality obligations shall remain in force until, inter alia, completion of the
     Acquisition. Anglo American Services (UK) Limited, on behalf of the Anglo American Group,
     also agreed to certain standstill undertakings, all of which ceased to apply upon the release
     of this announcement.

     Co-operation Agreement

     Anglo American, Bidco and Sirius have entered into a Co-operation Agreement dated 20
     January 2020, pursuant to which:
     (i)     Anglo American and Bidco have agreed to use their reasonable endeavours to secure
             the regulatory clearances and authorisations necessary to satisfy the Regulatory
             Conditions as promptly as is reasonably practicable;

     (ii)    Anglo American, Bidco and Sirius have agreed to certain undertakings to co-operate
             in relation to such regulatory clearances and authorisations; and

     (iii)   subject to Sirius complying with its obligations referred to in (ii) above, Anglo American
             and Bidco have agreed to use their reasonable endeavours to: (a) submit the definitive
             application form to Brazil’s Council for Economic Defence and its entities (“CADE”) as
             soon as reasonably practicable and, in any event, within two Business Days after this
             announcement; and (b) generally progress the applications for Clearances in order to
             allow the Clearances to be obtained as soon as reasonably practicable.

     The Co-operation Agreement shall be terminated with immediate effect if: (i) Anglo American,
     Bidco and Sirius so agree in writing; or (ii) the Acquisition, with the permission of the Panel,
     lapses, terminates or is withdrawn in accordance with its terms (other than in certain limited
     circumstances).

     Anglo American and Bidco have the right to terminate the Co-operation Agreement if: (i) the
     Sirius Directors announce that they shall not convene the Court Meeting or the General
     Meeting or that they do not intend to publish the Scheme Document; (ii) the Court Meeting or
     the General Meeting is not held by the 22nd day after 5 March 2020 (or such later date as may
     be agreed by Anglo American and Sirius); (iii) the Court Sanction Hearing is not held by the
     22nd day after 8 April 2020 or, if CADE do not consider that the application form is eligible for
     the fast-track review procedure, the 22nd day after 27 May 2020 (or such later date as may be
     agreed by Anglo American and Sirius); (iv) the Sirius Directors otherwise withdraw, adversely
     modify or adversely qualify the recommendation referred to in this announcement; (v) a
     competing proposal is recommended by the Sirius Directors or effected; or (vi) any Condition
     not waived is incapable of satisfaction, or any Condition incapable of waiver is incapable of
     satisfaction (where such invocation has been permitted by the Panel). The Co-operation
     Agreement shall also terminate: (i) if the Scheme is not approved by the Sirius Shareholders
     at the Court Meeting and/or the General Meeting or the Court refuses to sanction the Scheme;
     or (ii) unless otherwise agreed by the parties in writing, if the Effective Date has not occurred
     by the Long Stop Date.

     The Co-operation Agreement also records Anglo American’s, Bidco’s and Sirius’ intentions to
     implement the Acquisition by way of the Scheme, subject to Anglo American and Bidco having
     the right, subject to the consent of the Panel, to implement the Acquisition by way of a
     Takeover Offer.

     The Co-operation Agreement also contains provisions that shall apply in respect of the Sirius
     Share Plans and certain other employee incentive arrangements.

15   Structure of and Conditions to the Acquisition
     It is intended that the Acquisition shall be effected by means of a Court-approved scheme of
     arrangement between Sirius and Sirius Shareholders under Part 26 of the Companies Act,
     although Anglo American and Bidco reserve the right to implement the Acquisition by way of
     a Takeover Offer (subject to Panel consent and the terms of the Co-operation Agreement).

     The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued
     and to be issued share capital of Sirius. This is to be achieved by the transfer of the Sirius
     Shares to Bidco, in consideration for which the Sirius Shareholders who are on the register of
     members at the Scheme Record Time shall receive cash consideration on the basis set out
     in paragraph 2 of this announcement.

     The Acquisition shall be subject to the Conditions and further terms set out below and in
     Appendix I to this announcement and to be set out in the Scheme Document and shall only
     become Effective, if, among other things, the following events occur on or before the Long
     Stop Date or such later date as may be agreed by Anglo American and Sirius (with the Panel’s
     consent and as the Court may approve (if such approval(s) are required)):

     (i)      the approval of the Scheme by a majority in number of the Sirius Shareholders who
              are present and vote, whether in person or by proxy, at the Court Meeting and who
              represent 75 per cent. in value of the Sirius Shares voted by those Sirius
              Shareholders;

     (ii)     the resolutions required to approve and implement the Scheme being duly passed
              by Sirius Shareholders representing the requisite majority or majorities of votes cast
              at the General Meeting (or any adjournment thereof);

     (iii)    the approval and sanction of the Scheme by the Court (with or without modification
              but subject to any modification being on terms acceptable to Sirius and Anglo
              American);

     (iv)     the delivery of a copy of the Court Order to the Registrar of Companies; and

     (v)      CADE having approved the consummation of the Acquisition unconditionally
              pursuant to the Brazilian competition law No 12529 of 30 November 2011 and
              CADE’s Internal Regiment (approved by CADE Regulation No. 22 of 19 June 2019),
              or, if approved with conditions, on such conditions as are reasonably satisfactory to
              Anglo American.

     The Scheme shall lapse if:

      -       the Court Meeting and the General Meeting expected to take place no later than 5
              March 2020 are not held by 27 March 2020 (or such later date as may be agreed
              between Anglo American and Sirius);

      -       the Court Sanction Hearing expected to take place no later than 8 April 2020 is not
              held by 30 April 2020 or, if CADE do not consider that the application form is eligible
              for the fast-track review procedure, the Court Sanction Hearing expected to take place
              no later than 27 May 2020 is not held by 18 June 2020 (or such later date as may be
              agreed between Anglo American and Sirius); or

      -       the Scheme does not become Effective by the Long Stop Date,

      provided, however, that the deadlines for the timing of the Court Meeting, the General Meeting
      and the Court Sanction Hearing as set out above may be waived by Anglo American, and the
      deadline for the Scheme to become Effective may be extended by agreement between Sirius,
      Anglo American and Bidco.

     Subject to satisfaction (or waiver, where applicable) of the Conditions, the Scheme is
     expected to become Effective by 31 March 2020.
 
     Upon the Scheme becoming Effective, it shall be binding on all Sirius Shareholders,
     irrespective of whether or not they attended or voted at the Court Meeting or the General
     Meeting.
     Further details of the Scheme shall be included in the Scheme Document. It is expected that
     the Scheme Document, containing further information about the Acquisition and notices of the
     Court Meeting and the General Meeting, shall be sent to Sirius Shareholders within 28 days
     of this announcement. The Scheme Document and Forms of Proxy will be made available to
     all Sirius Shareholders at no charge to them.

16   De-listing
     Prior to the Scheme becoming Effective, it is intended that applications will be made to the
     London Stock Exchange to cancel trading in Sirius Shares on the London Stock Exchange’s
     Main Market for listed securities and to the FCA to cancel the listing of Sirius Shares from the
     Official List, in each case to take effect on or shortly after the Effective Date.

     The last day of dealings in Sirius Shares on the Main Market of the London Stock Exchange
     is expected to be the Business Day immediately prior to the Effective Date and no transfers
     shall be registered after 6.00p.m. on that date.

     On the Effective Date, share certificates in respect of Sirius Shares shall cease to be valid
     and entitlements to Sirius Shares held within the CREST system shall be cancelled.

     It is also proposed that, following the Effective Date and after its shares are delisted, Sirius
     shall be re-registered as a private limited company. A resolution to approve the re-registration
     will be proposed at the General Meeting.

17   Dividends
     Sirius has not declared any dividends for the financial year 2018 and half-year period ended
     30 June 2019.

     If, on or after the date of this announcement and on or prior to the Effective Date, any dividend,
     distribution or other return of value is declared, made or paid by Sirius, the Offer Price shall
     be reduced correspondingly. In such circumstances, Sirius Shareholders would be entitled to
     retain any such dividend, distribution or other return of value declared, made or paid.

18   Sirius ADRs
     The Scheme shall not be extended to holders of Sirius ADRs. Therefore, if the Scheme
     becomes Effective, Deutsche Bank Trust Company Americas (the “Sirius Depositary”), shall
     call for surrender of the Sirius ADRs and, upon those surrenders, shall deliver the
     consideration under the Acquisition, net of applicable fees, expenses, taxes and
     governmental charges, to the holders of the Sirius ADRs entitled to them in accordance with
     the terms of the Deposit Agreement. Thereafter, the Sirius ADR program shall be terminated.

     Holders of Sirius ADRs shall not be entitled to vote directly on the Scheme and the Acquisition.
     However, holders of Sirius ADRs have the right to instruct the Sirius Depositary how to vote
     the Sirius Shares in respect of the Sirius Shares underlying the Sirius ADRs, subject to and
     in accordance with the terms of the Deposit Agreement.

     Holders of Sirius ADRs that wish to vote directly on the Scheme and the Acquisition must
     surrender their Sirius ADRs to the Sirius Depositary, pay the Sirius Depositary’s fees and
     charges in accordance with the Deposit Agreement and become holders of Sirius Shares prior
     to the Scheme Voting Record Time, in each case subject to and in accordance with the terms
     of the Deposit Agreement. Holders of Sirius ADRs that wish to vote directly on the Scheme
     should take care to surrender their Sirius ADRs in time to permit processing to be completed
     by the Sirius Depositary and its English custodian prior to the Scheme Voting Record Time.
     Any person that holds Sirius ADRs through a broker or other securities intermediary should
     contact the intermediary to determine the date by which such intermediary must be instructed
     to act in order that the necessary processing can be completed in time.

19   Disclosure of interests in Sirius
     Save in respect of the irrevocable undertakings referred to in paragraph 4 above and as
     disclosed below, as at the close of business on 16 January 2020 (being the last practicable
     date prior to the date of this announcement) neither Anglo American, nor any of its directors,
     nor, so far as Anglo American is aware, any person acting in concert (within the meaning of
     the Takeover Code) with it has either (i) any interest in or right to subscribe for any relevant
     securities of Sirius; (ii) any short position in respect of relevant Sirius Shares (whether
     conditional or absolute and whether in the money or otherwise), including any short position
     under a derivative, any agreement to sell or any delivery obligation or right to require another
     person to purchase or take delivery; (iii) any dealing arrangement of the kind referred to in
     Note 11 on the definition of acting in concert in the Takeover Code, in relation to Sirius Shares
     or in relation to any securities convertible or exchangeable into Sirius Shares; or (iv) borrowed
     or lent any relevant Sirius Shares (including, for these purposes, any financial collateral
     arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code), save for
     any borrowed shares which had been either on-lent or sold:

         Name                      Nature of Interest        Number of Sirius
                                                             Shares
         Ian Ashby                 Holder of ordinary        1,166,665
                                   shares


     “Interests in securities” for these purposes arise, in summary, when a person has long
     economic exposure, whether absolute or conditional, to changes in the price of securities (and
     a person who only has a short position in securities is not treated as interested in those
     securities). In particular, a person shall be treated as having an 'interest' by virtue of the
     ownership, voting rights or control of securities, or by virtue of any agreement to purchase,
     option in respect of, or derivative referenced to, securities.

20   General
     Anglo American and Bidco reserve the right to elect (with the consent of the Panel and subject
     to the terms of the Co-operation Agreement) to implement the Acquisition by way of a
     Takeover Offer for the Sirius Shares not already directly or indirectly owned by the Anglo
     American Parties as an alternative to the Scheme. In such event, the Takeover Offer shall be
     implemented on the same terms, so far as applicable, as those which would apply to the
     Scheme, subject to appropriate amendments, including (without limitation) an acceptance
     condition set at a level permitted by the Panel.

     The Acquisition shall be made subject to the Conditions and further terms set out in Appendix
     I to this announcement and to be set out in the Scheme Document. The bases and sources
     of certain financial information contained in this announcement are set out in Appendix II to
     this announcement. A summary of the irrevocable undertakings given in relation to the
     Acquisition is contained in Appendix III to this announcement. Certain terms used in this
     announcement are defined in Appendix IV to this announcement.
     It is expected that the Scheme Document, containing further information about the Acquisition
     and notices of the Court Meeting and the General Meeting shall be sent to Sirius Shareholders
     within 28 days of this announcement and it is expected that the Scheme will become Effective
     by 31 March 2020.

     Centerview Partners, BofA Securities, J.P. Morgan Cazenove and Lazard have each given
     and not withdrawn their consent to the publication of this announcement with the inclusion
     herein of the references to their names in the form and context in which they appear.

21   Documents available on website
     Copies of the following documents shall be made available on Anglo American’s and Sirius’
     websites at www.angloamerican.com/offer and www.siriusminerals.com/investors/firm-offer-
     from-anglo-american-plc respectively until the Effective Date:

     -      the irrevocable undertakings referred to in paragraph 4 above and summarised in
            Appendix III to this announcement;
     -      the Confidentiality Agreement referred to in paragraph 14 above;
     -      the Co-operation Agreement referred to in paragraph 14 above;
     -      the Hancock Waiver referred to in paragraph 11 above; and
     -      the Waiver Side Letter referred to in paragraph 11 above.

Enquiries:

 Anglo American
 Media                                                Investors
 UK                                                   UK
 James Wyatt-Tilby                                    Paul Galloway
 james.wyatt-tilby@angloamerican.com                  paul.galloway@angloamerican.com
 Tel: +44 (0)20 7968 8759                             Tel: +44 (0)20 7968 8718

 Marcelo Esquivel                                     Robert Greenberg
 marcelo.esquivel@angloamerican.com                   robert.greenberg@angloamerican.com
 Tel: +44 (0)20 7968 8891                             Tel: +44 (0)20 7968 2124

 Katie Ryall                                          Emma Waterworth
 katie.ryall@angloamerican.com                        emma.waterworth@angloamerican.com
 Tel: +44 (0)20 7968 8935                             Tel: +44 (0)20 7968 8574

 South Africa
 Pranill Ramchander
 pranill.ramchander@angloamerican.com
 Tel: +27 (0)11 638 2592

 Sibusiso Tshabalala
 sibusiso.tshabalala@angloamerican.com
 Tel: +27 (0)11 638 2175

 Bank of America Securities (Joint Financial Adviser to Anglo American)
 Ben Davies                                           Tel: +44 (0) 20 7628 1000
 Geoff Iles
 Peter Surr
 Ben Winstanley


 Centerview Partners UK LLP (Joint Financial Adviser to Anglo American)
 James Hartop                                         Tel: +44 (0) 20 7409 9700
 Edward Rowe
 Fiona McHardy


 Brunswick (Anglo American’s PR adviser)
 Jonathan Glass                                       Tel: +44 (0) 20 7404 5959
 Charles Pretzlik

 Sirius
 Gareth Edmunds                                       Tel: +44 (0) 8455 240 247
 Tristan Pottas


 J.P. Morgan Cazenove (Lead Financial Adviser to
 Sirius)
 Jamie Riddell                                        Tel: +44 (0) 20 7742 4000
 James Robinson
 Andrey Zhvitiashvili
 Jonty Edwards

 Lazard & Co., Limited (Financial Adviser to Sirius)
 Spiro Youakim                                        Tel: +44 (0) 20 7187 2000
 David Burlison
 Victoria Varga


 Liberum Capital (Joint Broker to Sirius)
 Clayton Bush                                         Tel: +44 (0) 20 3100 2000


 Shore Capital (Joint Broker to Sirius)
 Jerry Keen                                           Tel: +44 (0) 20 7408 4090


 Edelman (Sirius’ PR adviser)
 Iain Dey                                             Tel: +44 (0) 20 3047 2268
 Ed Brown
 John Kiely

Linklaters LLP are retained as legal adviser to Anglo American. Allen & Overy LLP are retained as
legal adviser to Sirius.
Anglo American LEI: 549300S9XF92D1X8ME43

Sirius LEI: 2138004ATVA9GVUAGA82

Shareholder helpline
If you have any questions in relation to the Acquisition please contact Georgeson, a trading name
of Computershare Investor Services PLC, on 00 800 3742 6163 between the hours of 9.00 a.m. and
5.00 p.m. Monday to Friday.

Please note, that for legal reasons, Georgeson will only be able to provide you with information
contained in this announcement and will be unable to give advice on the merits of the Acquisition or
to provide legal, financial or taxation advice on the contents of this announcement or the Acquisition.

Important Notices
Merrill Lynch International (“BofA Securities”), which is authorised by the UK Prudential Regulation
Authority and regulated by the FCA and the UK Prudential Regulation Authority, is acting exclusively
for Anglo American and for no one else and will not be responsible to anyone other than Anglo
American for providing the protections afforded to its clients or for providing advice in relation to the
matters referred to in this announcement. Neither BofA Securities, nor any of its affiliates, owes or
accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person who is not a client of BofA Securities in connection
with this announcement, any statement contained herein or otherwise.

Centerview Partners UK LLP (“Centerview Partners”) is authorised and regulated by the FCA.
Centerview Partners is acting exclusively for Anglo American and no one else in connection with the
matters referred to in this announcement. Centerview Partners is not and will not be responsible to
anyone other than Anglo American for providing the protections afforded to its clients or for providing
advice in connection with the contents of this announcement or any other matter referred to in this
announcement. Neither Centerview Partners, nor any of its affiliates, owes or accepts any duty,
liability or responsibility whatsoever to any person who is not a client of Centerview Partners in
connection with this announcement, any statement contained herein or otherwise.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan
Cazenove (“J.P. Morgan Cazenove”), is authorised in the United Kingdom by the Prudential
Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority
and the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively for Sirius and no one
else in connection with the matters set out in this announcement and will not regard any other person
as its client in relation to the matters in this announcement and will not be responsible to anyone
other than Sirius for providing the protections afforded to clients of J.P. Morgan Cazenove, or for
providing advice in relation to any matter referred to herein.

Lazard & Co., Limited (“Lazard”), which is authorised and regulated by the FCA in the United
Kingdom, is acting exclusively for Sirius and for no one else and will not be responsible to anyone
other than Sirius for providing the protections afforded to its clients or for providing advice in
connection with the matters set out in this announcement. Neither Lazard nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether
in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in
connection with this announcement, any statement contained herein, the transaction described
herein or otherwise.

Liberum Capital Limited (“Liberum Capital”), which is authorised and regulated in the United
Kingdom by the FCA, is acting as joint broker exclusively for Sirius and for no one else in connection
with the matters set out in this announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be responsible to anyone other than Sirius
for providing the protections afforded to clients of Liberum Capital, or for providing advice in relation
to any matter referred to herein.

Shore Capital Stockbrokers Limited (“Shore Capital”), which is authorised and regulated in the
United Kingdom by the FCA, is acting as joint broker exclusively for Sirius and no one else in
connection with the matters set out in this announcement and will not regard any other person as its
client in relation to the matters in this announcement and will not be responsible to anyone other
than Sirius for providing the protections afforded to clients of Shore Capital, or for providing advice
in relation to any matter referred to herein.

This announcement is for information purposes only and does not constitute an offer to sell or an
invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to
the Acquisition or otherwise.

The Acquisition shall be made solely by means of the Scheme Document which shall contain the
full terms and conditions of the Acquisition, including details of how to vote in respect of the
Acquisition.

This announcement has been prepared for the purpose of complying with the laws of England and
Wales and the Takeover Code and the information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in accordance with the laws of
jurisdictions outside England and Wales.

Sirius shall prepare the Scheme Document to be distributed to Sirius Shareholders. Sirius and Anglo
American urge Sirius Shareholders to read the Scheme Document when it becomes available
because it shall contain important information relating to the Acquisition.

This announcement does not constitute a prospectus or prospectus exempted document.
Overseas Shareholders

The release, publication or distribution of this announcement in or into certain jurisdictions other than
the United Kingdom or the United States may be restricted by law. Persons who are not resident in
the United Kingdom or the United States or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.

Unless otherwise determined by Anglo American or required by the Takeover Code, and permitted
by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly,
in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and
no person may vote in favour of the Acquisition by any such use, means, instrumentality or form
within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the
laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this announcement and all documents relating to the
Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Acquisition to Sirius Shareholders who are not resident in the United Kingdom
(and, in particular, their ability to vote their Sirius Shares with respect to the Scheme at the Court
Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf) may be
affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not
resident in the United Kingdom should inform themselves of, and observe, any applicable
requirements, as any failure to comply with the requirements may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.

The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the
London Stock Exchange and the Financial Conduct Authority.

Additional information for US investors

The Acquisition relates to shares of a UK company and is proposed to be effected by means of a
scheme of arrangement under the laws of England and Wales. A transaction effected by means of
a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under
the US Exchange Act.

Accordingly, the Acquisition is subject to the disclosure and procedural requirements applicable in
the United Kingdom to schemes of arrangement which differ from the disclosure requirements of
United States tender offer and proxy solicitation rules.

Neither the US Securities and Exchange Commission nor any US state securities commission has
approved or disproved or passed judgment upon the fairness or the merits of the Acquisition or
determined if this announcement is adequate, accurate or complete. Any representation to the
contrary is a criminal offence in the US.

However, if Anglo American were to elect to implement the Acquisition by means of a takeover offer,
such takeover offer shall be made in compliance with all applicable United States laws and
regulations, including any applicable exemptions under the US Exchange Act. Such a takeover
would be made in the United States by Anglo American and no one else.
In the event that the Acquisition is implemented by way of a Takeover Offer, in accordance with
normal United Kingdom practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Anglo
American or its nominees, or its brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, shares or other securities of Sirius outside of the US,
other than pursuant to such Takeover Offer, during the period in which such Takeover Offer would
remain open for acceptance. These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any information about such purchases or
arrangements to purchase shall be disclosed as required in the UK, shall be reported to a Regulatory
Information Service and shall be available on the London Stock Exchange website at
www.londonstockexchange.com.

The receipt of consideration by a US holder for the transfer of its Sirius Shares pursuant to the
Scheme shall be a taxable transaction for United States federal income tax purposes. Each Sirius
Shareholder is urged to consult their independent professional adviser immediately regarding the
tax consequences of the Acquisition applicable to them, including under applicable United States
state and local, as well as overseas and other, tax laws.

Financial information relating to Sirius included in this announcement and the Scheme Document
has been or shall have been prepared in accordance with accounting standards applicable in the
United Kingdom and may not be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with generally accepted accounting
principles in the United States.

Anglo American, Bidco and Sirius are each organised under the laws of England and Wales. Some
or all of the officers and directors of Anglo American, Bidco and Sirius, respectively, are residents of
countries other than the United States. As a result, it may be difficult for US Sirius Shareholders to
effect service of process within the United States upon Anglo American, Bidco or Sirius or their
respective officers or directors or to enforce against them a judgment of a US court predicated upon
the federal or state securities laws of the United Kingdom.

Forward looking statements
This announcement (including information incorporated by reference in this announcement),
oral statements made regarding the Acquisition, and other information published by Sirius, Anglo
American or any member of the Anglo American Group contain statements which are, or may be
deemed to be, “forward-looking statements”. Such forward-looking statements are prospective in
nature and are not based on historical facts, but rather on current expectations and on numerous
assumptions regarding the business strategies and the environment in which Anglo American, any
member of the Anglo American Group or the Enlarged Group shall operate in the future and are
subject to risks and uncertainties that could cause actual results to differ materially from those
expressed or implied by those statements.

The forward- looking statements contained in this announcement relate to Anglo American, any
member of the Anglo American Group or the Enlarged Group’s future prospects, developments and
business strategies, the expected timing and scope of the Acquisition and other statements other
than historical facts. In some cases, these forward-looking statements can be identified by the use
of forward looking terminology, including the terms “believes”, “estimates”, “will look to”, “would look
to”, “plans”, “prepares”, “anticipates”, “expects”, “is expected to”, “is subject to”, “budget”,
“scheduled”, “forecasts”, “synergy”, “strategy”, “goal”, “cost-saving”, “projects”, “intends”, “may”,
“will”, “shall” or “should” or their negatives or other variations or comparable terminology.
Forward-looking statements may include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii) business and management
strategies and the expansion and growth of Anglo American’s, any member of the Anglo American
Group’s or Sirius’ operations and potential synergies resulting from the Acquisition; and (iii) the
effects of global economic conditions and governmental regulation on Anglo American’s, any
member of the Anglo American Group’s or Sirius’ business.

By their nature, forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that shall occur in the future. These events and
circumstances include changes in the global, political, economic, business, competitive, market and
regulatory forces, future exchange and interest rates, changes in tax rates and future business
combinations or disposals. If any one or more of these risks or uncertainties materialises or if any
one or more of the assumptions proves incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward-looking statements should therefore be construed
in the light of such factors.

Neither Sirius nor any of Anglo American nor any member of the Anglo American Group, nor any
of their respective associates or directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied in any forward-
looking statements in this announcement shall actually occur. Given these risks and uncertainties,
potential investors should not place any reliance on forward-looking statements.

The forward-looking statements speak only at the date of this announcement. All subsequent oral
or written forward-looking statements attributable to any member of the Anglo American Group or
Sirius Group, or any of their respective associates, directors, officers, employees or advisers, are
expressly qualified in their entirety by the cautionary statement above.

Sirius and Anglo American expressly disclaim any obligation to update such statements other
than as required by law or by the rules of any competent regulatory authority, whether as a result of
new information, future events or otherwise.

No profit forecasts or estimates
No statement in this announcement is intended as a profit forecast or estimate for any period and
no statement in this announcement should be interpreted to mean that earnings or earnings per
share for Anglo American or Sirius, as appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or earnings per share for Anglo
American or Sirius, as appropriate.

Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any
class of relevant securities of an offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to
be, solely in cash) must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of the person’s interests and short
positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom
Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day
following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London
time) on the 10th business day following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant securities of the offeree company or of
a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent.
or more of any class of relevant securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person’s interests and short positions in, and rights to subscribe for,
any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities of an offeree company or a securities
exchange offeror, they shall be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the
Panel’s website at http://www.thetakeoverpanel.org.uk/, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was first identified. If
you are in any doubt as to whether you are required to make an Opening Position Disclosure or a
Dealing Disclosure, you should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638
0129.

Electronic communications

Please be aware that addresses, electronic addresses and certain information provided by Sirius
Shareholders, persons with information rights and other relevant persons for the receipt of
communications from Sirius may be provided to Anglo American during the Offer Period as
requested under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the
Takeover Code.

Publication on website and availability of hard copies
A copy of this announcement shall be made available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on Anglo American’s and Sirius’ websites at
www.angloamerican.com/offer        and      www.siriusminerals.com/investors/firm-offer-from-anglo-
american-plc respectively by no later than 12 noon (London time) on the Business Day following the
publication of this announcement. For the avoidance of doubt, the contents of these websites are
not incorporated into and do not form part of this announcement.

You may request a hard copy of this announcement by contacting Sirius’ registrars, Link Asset
Services, during business hours on 0871 664 0300 (or +44(0) 371 664 0300 from abroad) or at The
Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. You may also request that all future
documents, announcements and information to be sent to you in relation to the Acquisition should
be in hard copy form.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments.
Accordingly, figures shown for the same category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that
precede them.

Rule 2.9 Disclosure

In accordance with Rule 2.9 of the Takeover Code, Sirius confirms that as at the date of this
announcement, it has in issue and admitted to trading on the Main Market of the London Stock
Exchange, 7,020,196,560 ordinary shares of 0.25 pence each (no ordinary shares are held in
treasury). The International Securities Identification Number (ISIN) of the ordinary shares is
GB00B0DG3H29.

Sirius has an American depositary receipts ("ADR") program comprising 30,229 ADRs, for which
Deutsche Bank Trust Company Americas acts as depositary. These ADRs represent 1,511,450
ordinary shares of Sirius. The ADRs are traded over-the-counter. The trading symbol for the ADR
securities is SRUXY and the ISIN is US82967P1030.

In addition, the Sirius Group has US$236,600,000 convertible bonds outstanding. These bonds are
convertible into Sirius ordinary shares and comprise two series: (i) US$137,600,000 8.5 per cent.
convertible bonds due 2023 (ISIN code: XS1515223516); and (ii) US$99,000,000 5.0 per cent.
convertible bonds due 2027 (ISIN code: XS1991118255).

                              APPENDIX I
            CONDITIONS AND FURTHER TERMS OF THE ACQUISITION

Part A: Conditions of the Scheme and the Acquisition

1    The Acquisition is conditional upon the Scheme becoming unconditional and effective, subject
     to the Takeover Code, by not later than the Long Stop Date.

2    The Scheme shall be subject to the following conditions:

     2.1
             (i)      its approval by a majority in number of the Sirius Shareholders who are
                      present and vote, whether in person or by proxy, at the Court Meeting and
                      who represent 75 per cent. or more in value of the Sirius Shares voted by
                      those Sirius Shareholders; and

             (ii)     such Court Meeting being held on or before the 22nd day after 5 March 2020
                      (or such later date as may be agreed by Anglo American and Sirius and, if
                      required, the Court may allow);

     2.2
             (i)      the resolutions required to implement the Scheme being duly passed by
                      Sirius Shareholders representing 75 per cent. or more of votes cast at the
                      General Meeting; and

             (ii)     such General Meeting being held on or before the 22nd day after 5 March
                      2020 (or such later date as may be agreed by Anglo American and Sirius
                      and, if required, the Court may allow);

     2.3
             (i)      the sanction of the Scheme by the Court (with or without modification but
                      subject to any modification being on terms acceptable to Sirius and Anglo
                      American) and the delivery of a copy of the Court Order to the Registrar of
                      Companies; and

             (ii)     the Court Sanction Hearing being held on or before the 22nd day after 8 April
                      2020 or, if CADE do not consider that the application form is eligible for the
                      fast-track review procedure, the 22nd day after 27 May 2020 (or such later
                      date as may be agreed by Anglo American and Sirius and, if required, the
                      Court may allow);

3    In addition, subject to the requirements of the Panel, the Acquisition shall be conditional upon
     the following Conditions and, accordingly, the Court Order shall not be delivered to the
     Registrar of Companies unless such Conditions (as amended if appropriate) have been
     satisfied or, where relevant, waived:

Brazilian Competition Authorities clearance
    (a)    CADE having approved the consummation of the Acquisition unconditionally pursuant to
           the Brazilian competition law No 12529 of 30 November 2011 and CADE’s Internal
           Regiment (approved by CADE Regulation No. 22 of 19 June 2019), or, if approved with
           conditions, on such conditions as are reasonably satisfactory to Anglo American;
Notifications, waiting periods and Authorisations
    (b)   other than in respect of Condition 3(a), all material notifications, filings or applications
          which are necessary having been made in connection with the Acquisition and all
          necessary waiting periods (including any extensions thereof) under any applicable
          legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as
          appropriate) and all statutory and regulatory obligations in any jurisdiction having been
          complied with in each case in respect of the Acquisition and all Authorisations deemed
          reasonably necessary by Anglo American in any jurisdiction and, except pursuant to
          Chapter 3 of Part 28 of the Companies Act, in respect of the Acquisition having been
          obtained in terms and in a form reasonably satisfactory to Anglo American from all
          appropriate Relevant Authorities and all such Authorisations remaining in full force and
          effect at the time at which the Acquisition becomes otherwise wholly unconditional and
          there being no notice or intimation of an intention to revoke, suspend, restrict, modify or
          not to renew such Authorisations, in each case in any way that would be materially
          adverse to the Wider Sirius Group;

General antitrust and regulatory
    (c)   other than in respect of Condition 3(a), no antitrust regulator or Relevant Authority having
          given notice of a decision to take, institute or implement any action, proceeding, suit,
          investigation, enquiry or reference (and in each case, not having withdrawn the same),
          or having required any action to be taken or otherwise having done anything, or having
          enacted, made or proposed any statute, regulation, decision, order or change to
          published practice (and in each case, not having withdrawn the same) and there not
          continuing to be outstanding any statute, regulation, decision or order which would or
          would reasonably be expected to, in any case to an extent or in a manner which is or
          would be material in the context of the Wider Sirius Group taken as a whole:

          (i)     require, prevent or materially delay the divestiture or materially alter the terms
                  envisaged for such divestiture by any member of the Wider Anglo American Group
                  or by any member of the Wider Sirius Group of all or any material part of its
                  businesses, assets or property or impose any limitation on the ability of all or any
                  of them to conduct their businesses (or any part thereof) or to own, control or
                  manage any of their assets or properties (or any part thereof);

          (ii)    except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member
                  of the Wider Anglo American Group or the Wider Sirius Group to acquire or offer
                  to acquire any shares, other securities (or the equivalent) or interest in any
                  member of the Wider Sirius Group or any asset owned by any Third Party (other
                  than in the implementation of the Acquisition);

          (iii)   impose any material limitation on, or result in a material delay in, the ability of any
                  member of the Wider Anglo American Group directly or indirectly to acquire, hold
                  or to exercise effectively all or any rights of ownership in respect of shares or other
                  securities in Sirius or on the ability of any member of the Wider Sirius Group or
                  any member of the Wider Anglo American Group directly or indirectly to hold or
                  exercise effectively all or any rights of ownership in respect of shares or other
                  securities (or the equivalent) in, or to exercise voting or management control over,
                  any member of the Wider Sirius Group;

          (iv)    otherwise adversely affect any or all of the business, assets or profits of the Wider
                  Sirius Group or the Wider Anglo American Group;
          (v)      result in any member of the Wider Sirius Group or any member of the Wider Anglo
                   American Group ceasing to be able to carry on business under any name under
                   which it presently carries on business;

          (vi)     make the Acquisition or its implementation void, unenforceable and/or illegal under
                   the laws of any relevant jurisdiction, or otherwise, directly or indirectly materially
                   prevent or prohibit, restrict, restrain, or delay or otherwise to a material extent or
                   otherwise materially interfere with the implementation of, or impose material
                   additional conditions or obligations with respect to, or otherwise materially
                   challenge, impede, interfere or require material amendment of the Acquisition;

          (vii)    require, prevent or materially delay a divestiture by any member of the Wider Anglo
                   American Group of any shares or other securities (or the equivalent) in any
                   member of the Wider Sirius Group or any member of the Wider Anglo American
                   Group; or

          (viii)   impose any material limitation on the ability of any member of the Wider Anglo
                   American Group of any member of the Wider Sirius Group to conduct, integrate or
                   co-ordinate all or any part of its business with all or any part of the business of any
                   other member of the Wider Anglo American Group and/or the Wider Sirius Group,

          and all applicable waiting and other time periods (including any extensions thereof)
          during which any such antitrust regulator or Relevant Authority could decide to take,
          institute or implement any such action, proceeding, suit, investigation, enquiry or
          reference or take any other step under the laws of any jurisdiction in respect of the
          Acquisition or the acquisition or proposed acquisition of any Sirius Shares or otherwise
          intervene having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.
    (d)   except as Disclosed, there being no provision of any arrangement, agreement, lease,
          licence, franchise, permit or other instrument to which any member of the Wider Sirius
          Group is a party or by or to which any such member or any of its assets is or may be
          bound, entitled or be subject or any event or circumstance which, as a consequence of
          the Acquisition would or would be reasonably expected to result in, in each case to an
          extent which is material in the context of the Wider Sirius Group taken as a whole:

          (i)      any monies borrowed by, or any other indebtedness, actual or contingent, of, or
                   any grant available to, any member of the Wider Sirius Group being or becoming
                   repayable, or capable of being declared repayable, immediately or prior to its or
                   their stated maturity date or repayment date, or the ability of any such member to
                   borrow monies or incur any indebtedness being withdrawn or inhibited or being
                   capable of becoming or being withdrawn or inhibited;

          (ii)     the creation or enforcement of any mortgage, charge or other security interest over
                   the whole or any material part of the business, property or assets of any member
                   of the Wider Sirius Group or any such mortgage, charge or other security interest
                   (whenever created, arising or having arisen) becoming enforceable;

          (iii)    any such arrangement, agreement, lease, licence, franchise, permit or other
                   instrument being terminated or the rights, liabilities, obligations or interests of any
                   member of the Wider Sirius Group being adversely modified or adversely affected
                   or any obligation or liability arising or any adverse action being taken or arising
                   thereunder;
          (iv)     any liability of any member of the Wider Sirius Group to make any severance,
                   termination, bonus or other payment to any of its directors, or other officers;

          (v)      the rights, liabilities, obligations, interests or business of any member of the Wider
                   Sirius Group under any arrangement, agreement, licence, permit, lease or
                   instrument or the interests or business of any member of the Wider Sirius Group
                   or with any other person or body or firm or company (or any arrangement or
                   arrangement relating to any such interests or business) being or becoming
                   capable of being terminated, or adversely modified or affected or any onerous
                   obligation or liability arising or any adverse action being taken thereunder;

          (vi)     any member of the Wider Sirius Group ceasing to be able to carry on business
                   under any name under which it presently carries on business;

          (vii)    the value of, or the financial or trading position of, any member of the Wider Sirius
                   Group being prejudiced or adversely affected; or

          (viii)   the creation or acceleration of any liability (actual or contingent) by any member
                   of the Wider Sirius Group other than liabilities incurred in the ordinary course of
                   business,

          and, except as Disclosed, no event having occurred which, under any provision of any
          arrangement, agreement, licence, permit, franchise, lease or other instrument to which
          any member of the Wider Sirius Group is a party or by or to which any such member or
          any of its assets are bound or subject, would result in any of the events or circumstances
          as are referred to in Conditions 3(d)(i) to (viii), in each case to the extent material in the
          context of the Wider Sirius Group taken as a whole;

Certain events occurring since 30 June 2019
    (e)   except as Disclosed, no member of the Wider Sirius Group having since 30 June 2019:

          (i)      issued or agreed to issue or authorised or proposed or announced its intention to
                   authorise or propose the issue, of additional shares of any class, or securities or
                   securities convertible into, or exchangeable for, or rights, warrants or options to
                   subscribe for or acquire, any such shares, securities or convertible securities or
                   transferred or sold or agreed to transfer or sell or authorised or proposed the
                   transfer or sale of Sirius Shares out of treasury (except, where relevant, as
                   between Sirius and wholly owned subsidiaries of Sirius or between the wholly
                   owned subsidiaries of Sirius and except for the issue or transfer out of treasury of
                   Sirius Shares on the exercise of employee share options or vesting of employee
                   share awards in the ordinary course under the Sirius Share Plans);

          (ii)     recommended, declared, paid or made or proposed to recommend, declare, pay
                   or make any dividend, distribution or other return of value (whether payable in cash
                   or otherwise) other than dividends (or distributions or other return of value whether
                   payable in cash or otherwise) lawfully paid or made by any wholly owned
                   subsidiary of Sirius to Sirius or any of its wholly owned subsidiaries;

          (iii)    other than pursuant to the Acquisition (and except for transactions between Sirius
                   and its wholly owned subsidiaries or between the wholly owned subsidiaries of
                   Sirius and transactions in the ordinary course of business) implemented, effected,
                   authorised or proposed or announced its intention to implement, effect, authorise
                   or propose any merger, demerger, reconstruction, amalgamation, scheme,
                   commitment or acquisition or disposal of assets or shares or loan capital (or the
                   equivalent thereof) in any undertaking or undertakings in any such case to an
                   extent which is material in the context of the Wider Sirius Group taken as a whole;

          (iv)     except for transactions between Sirius and its wholly owned subsidiaries or
                   between the wholly owned subsidiaries of Sirius, disposed of, or transferred,
                   mortgaged or created any security interest over any material asset or any right,
                   title or interest in any material asset or authorised, proposed or announced any
                   intention to do so;

          (v)      except for transactions between Sirius and its wholly owned subsidiaries or
                   between the wholly owned subsidiaries of Sirius, issued, authorised or proposed
                   or announced an intention to authorise or propose, the issue of or made any
                   change in or to the terms of any debentures or become subject to any contingent
                   liability or incurred or increased any indebtedness which is material in the context
                   of the Wider Sirius Group as a whole;

          (vi)     entered into or varied or authorised, proposed or announced its intention to enter
                   into or vary any material contract, arrangement, agreement, transaction or
                   commitment (whether in respect of capital expenditure or otherwise) which is of a
                   long-term, unusual or onerous nature or magnitude or which is or which involves
                   or could involve an obligation of a nature or magnitude which is reasonably likely
                   to be materially restrictive on the business of any member of the Wider Sirius
                   Group;

          (vii)    entered into or varied the terms of, or made any offer (which remains open for
                   acceptance) to enter into or vary to a material extent the terms of, any contract,
                   service agreement, commitment or arrangement with any director or senior
                   executive of any member of the Wider Sirius Group, except for, in each case,
                   salary increases, bonuses or variations of terms consistent with past practice or
                   as contemplated in the Co-operation Agreement;

          (viii)   proposed, agreed to provide or modified the terms of any share option scheme,
                   incentive scheme or other benefit relating to the employment or termination of
                   employment of any employee of the Wider Sirius Group, other than as
                   contemplated in the Co-operation Agreement;

          (ix)     purchased, redeemed or repaid or announced any proposal to purchase, redeem
                   or repay any of its own shares or other securities or reduced or, except in respect
                   of the matters mentioned in sub-paragraph (i) above, made any other change to
                   any part of its share capital;

          (x)      waived, compromised or settled any claim which is material in the context of the
                   Wider Sirius Group as a whole;

          (xi)     terminated or varied the terms of any agreement or arrangement between any
                   member of the Wider Sirius Group and any other person in a manner which has
                   had or would reasonably be expected to have a material adverse effect on the
                   financial position of the Wider Sirius Group taken as a whole;

          (xii)    made any material alteration to its memorandum or articles of association or other
                   incorporation documents;

          (xiii)   except in relation to changes made or agreed as a result of, or arising from,
                   changes to legislation, made or agreed or consented to any significant change to:
                      A.      the terms of the trust deeds and rules constituting the pension
                              scheme(s) established by any member of the Wider Sirius Group for
                              its directors, employees or their dependants;

                      B.      the contributions payable to any such scheme(s) or to the benefits
                              which accrue, or to the pensions which are payable, thereunder;

                      C.      the basis on which qualification for, or accrual or entitlement to, such
                              benefits or pensions are calculated or determined; or

                      D.      the basis upon which the liabilities (including pensions) of such
                              pension schemes are funded, valued, made, agreed or consented to;

          (xiv)    been unable, or deemed unable for the purposes of any applicable law, or admitted
                   in writing that it is unable, to pay its debts or commenced negotiations with one or
                   more of its creditors with a view to rescheduling or restructuring any of its
                   indebtedness, or having stopped or suspended (or threatened in writing to stop or
                   suspend) payment of its debts generally or ceased or threatened in writing to
                   cease carrying on all or a substantial part of its business;

          (xv)     (other than in respect of a member of the Wider Sirius Group which is dormant
                   and was solvent at the relevant time) taken or proposed any steps, corporate
                   action or had any legal proceedings instituted or threatened in writing against it in
                   relation to the suspension of payments, a moratorium of any indebtedness, its
                   winding-up (voluntary or otherwise), dissolution, reorganisation or for the
                   appointment of a receiver, administrator, manager, administrative receiver, trustee,
                   controller, liquidator or similar officer of all or any material part of its assets or
                   revenues or any analogous or equivalent steps or proceedings in any jurisdiction
                   or appointed any analogous person in any jurisdiction or had any such person
                   appointed;

          (xvi)    except for transactions between Sirius and its wholly owned subsidiaries or
                   between the wholly owned subsidiaries of Sirius, made, authorised, proposed or
                   announced an intention to propose any change in its loan capital;

          (xvii)   entered into, implemented or authorised the entry into, any joint venture, asset or
                   profit sharing arrangement, partnership or merger of business or corporate
                   entities, save with another member of the Wider Sirius Group;

          (xviii)  having taken (or agreed or proposed to take) any action which requires or would
                   require, the consent of the Panel or the approval of Sirius Shareholders in general
                   meeting in accordance with, or as contemplated by, Rule 21.2 of the Takeover
                   Code; or

          (xix)    entered into any agreement, arrangement, commitment or contract or passed any
                   resolution or made any offer (which remains open for acceptance) with respect to
                   or announced an intention to, or to propose to, effect any of the transactions,
                   matters or events referred to in this Condition 3(e), having regard to all carve outs,
                   exclusions and limitations contained in this Condition 3(e) to the extent applicable
                   to such transaction, matter or event;

No adverse change, litigation, regulatory enquiry or similar
    (f)   except as Disclosed, since 30 June 2019, there having been:
          (i)     no adverse change and no circumstance having arisen which would result in any
                  adverse change in, the business, assets, financial or trading position or profits or
                  operational performance of any member of the Wider Sirius Group which is
                  material in the context of the Wider Sirius Group taken as a whole;

          (ii)    no litigation, arbitration proceedings, prosecution or other legal proceedings
                  having been threatened in writing, announced or instituted by or against or
                  remaining outstanding against or in respect of, any member of the Wider Sirius
                  Group or to which any member of the Wider Sirius Group is a party (whether as
                  claimant, defendant or otherwise) having been threatened in writing, announced,
                  instituted or remaining outstanding by, against or in respect of, any member of the
                  Wider Sirius Group which, in each case, would have a material adverse effect on
                  the Wider Sirius Group taken as a whole;

          (iii)   no investigation by any Relevant Authority against or in respect of any member of
                  the Wider Sirius Group having been threatened in writing, announced or instituted
                  or remaining outstanding by, against or in respect of any member of the Wider
                  Sirius Group;

          (iv)    no contingent or other liability having arisen or increased other than in the ordinary
                  course of business which would affect adversely the business, assets, financial or
                  trading position or profits of any member of the Wider Sirius Group to an extent
                  which would be material in the context of the Wider Sirius Group taken as a whole;
                  and

          (v)     no steps having been taken and no omissions having been made which would
                  result in the withdrawal, cancellation, termination or modification of any licence
                  held by any member of the Wider Sirius Group which is necessary for the proper
                  carrying on of its business and the withdrawal, cancellation, termination or
                  modification of which would have a material adverse effect on the Wider Sirius
                  Group taken as a whole;

No discovery of certain matters regarding information, liabilities and environmental
issues
    (g)   except as Disclosed, Anglo American not informing Sirius in writing that it has discovered,
          and, in each case to an extent which is material in the context of the Wider Sirius Group
          taken as a whole, that:

          (i)     any financial, business or other information concerning the Wider Sirius Group
                  publicly announced prior to the date of this announcement is misleading, contains
                  a material misrepresentation of any fact, or omits to state a fact necessary to make
                  that information not misleading;

          (ii)    any past or present member of the Wider Sirius Group has not complied in any
                  material respect with all applicable legislation, regulations or other requirements
                  of any jurisdiction or any Authorisations relating to the use, treatment, storage,
                  carriage, disposal, discharge, spillage, release, leak or emission of any waste or
                  hazardous substance or any substance likely to impair the environment (including
                  property) or harm human health or otherwise relating to environmental matters or
                  the health and safety of humans, which non-compliance would give rise to any
                  material liability including any penalty for non-compliance (whether actual or
                  contingent) on the part of any member of the Wider Sirius Group;

          (iii)   there has been a material disposal, discharge, spillage, accumulation, release,
                  leak, emission or the migration, production, supply, treatment, storage, transport
                  or use of any waste or hazardous substance or any substance likely to impair the
                  environment (including any property) or harm human health which (whether or not
                  giving rise to non-compliance with any law or regulation) would give rise to any
                  material liability (whether actual or contingent) on the part of any member of the
                  Wider Sirius Group;

          (iv)    there is any material obligation or liability (whether actual or contingent) or
                  requirement to make good, remediate, repair, reinstate or clean up any property,
                  asset or any controlled waters currently or previously owned, occupied, operated
                  or made use of or controlled by any past or present member of the Wider Sirius
                  Group (or on its behalf), or in which any such member has or previously has had
                  or be deemed to have had an interest, under any environmental legislation,
                  common law, regulation, notice, circular, Authorisation or order of any Relevant
                  Authority in any jurisdiction or to contribute to the cost thereof or associated
                  therewith or indemnify any person in relation thereto; or

          (v)     circumstances exist (whether as a result of making the Acquisition or otherwise)
                  which would lead to any Relevant Authority instituting (or whereby any member of
                  the Wider Sirius Group would be required to institute), an environment audit or
                  take any steps which would in any such case result in any actual or contingent
                  liability to improve or install new plant or equipment or to make good, repair,
                  reinstate or clean up any property of any description or any asset now or previously
                  owned, occupied or made use of by any past or present member of the Wider
                  Sirius Group (or on its behalf) or by any person for which a member of the Wider
                  Sirius Group is or has been responsible, or in which any such member may have
                  or previously have had or be deemed to have had an interest;

Anti-corruption

         (vi)     any member of the Wider Sirius Group or any person that performs or has
                  performed services for or on behalf of any such company is or has engaged in any
                  activity, practice or conduct which would constitute an offence under the Bribery
                  Act 2010 or any other applicable anti-corruption legislation; or

         (vii)    any member of the Wider Sirius Group is ineligible to be awarded any contract or
                  business under section 23 of the Public Contracts Regulations 2006 or section 26
                  of the Utilities Contracts Regulations (2006) (each as amended); or

         (viii)   any member of the Wider Sirius Group has engaged in any transaction which
                  would cause any member of the Wider Anglo American Group to be in breach of
                  applicable law or regulation upon completion of the Acquisition in relation to the
                  economic sanctions of the United States Office of Foreign Assets Control or HM
                  Treasury & Customs, or any government, entity or individual targeted by any of
                  the economic sanctions of the United Nations, United States or the European
                  Union or any of its member states; or

No criminal property

         (ix)     any asset of any member of the Wider Sirius Group constitutes criminal property
                  as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding
                  paragraph (b) of that definition).
Part B: Certain further terms of the Acquisition

1    Subject to the requirements of the Panel, Anglo American reserves the right to waive:

     (a)     the deadline set out in Condition 1, subject to the agreement of Anglo American and
             Sirius, and any of the deadlines set out in Condition 2 for the timing of the Court
             Meeting, General Meeting and the Court Sanction Hearing. If any such deadline is not
             met, Anglo American shall make an announcement by 8.00 a.m. on the Business Day
             following such deadline confirming whether it has invoked or waived the relevant
             Condition or agreed with Sirius to extend the deadline in relation to the relevant
             Condition; and

     (b)     in whole or in part, all or any of the above Conditions 3(a) to (g) (inclusive).

2    If Anglo American is required by the Panel to make an offer for Sirius Shares under the
     provisions of Rule 9 of the Takeover Code, Anglo American may make such alterations to any
     of the above Conditions and terms of the Acquisition as are necessary to comply with the
     provisions of that Rule.

3    The Scheme and the Acquisition shall not become Effective if:

     (a)     in so far as the Acquisition or any matter arising from or relating to the Scheme or
             Acquisition constitutes a concentration with a Community dimension within the scope
             of the Regulation, the European Commission either initiates proceedings under Article
             6(1)(c) of the Regulation or makes a referral to a competent authority in the United
             Kingdom under Article 9(1) of the Regulation and there is then a CMA Phase 2
             Reference; or

     (b)     the Acquisition or any matter arising from or relating to the Scheme or Acquisition
             becomes subject to a CMA Phase 2 Reference,

     in each case, before the date of the Court Meeting.

4    Other than as required under the terms of the Co-operation Agreement, Anglo American shall
     be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied
     or to treat as fulfilled any of Conditions 3(a) to (g) (inclusive) by a date earlier than the latest
     date for the fulfilment of that Condition notwithstanding that the other Conditions of the
     Acquisition may at such earlier date have been waived or fulfilled and that there are at such
     earlier date no circumstances indicating that any of such Conditions may not be capable of
     fulfilment.

5    The Sirius Shares acquired under the Acquisition shall be acquired fully paid and free from all
     liens, equities, charges, encumbrances, options, rights of pre-emption and any other third
     party rights and interests of any nature and together with all rights now or hereafter attaching
     or accruing to them, including, without limitation, voting rights and (subject to paragraph 6
     below) the right to receive and retain in full all dividends and other distributions (if any)
     declared, made or paid, or any other return of value (whether by reduction of share capital or
     share premium account or otherwise) made, on or after the date of this announcement.

6    If, on or after the date of this announcement and prior to or on the Effective Date, any dividend,
     distribution or other return of value is declared, paid or made or becomes payable by Sirius
     and with a record date on or prior to the Effective Date, Anglo American reserves the right
     (without prejudice to any right of Anglo American, with the consent of the Panel, to invoke
     Condition 3(e)(ii) of this Appendix I) to reduce the consideration payable under the Acquisition
     to reflect the aggregate amount of such dividend, distribution or other return of value. In such
     circumstances, Sirius Shareholders would be entitled to retain any such dividend, distribution
     or other return of value declared, made or paid.

     If and to the extent that any such dividend, distribution or other return of value is paid or made
     on or prior to the Effective Date, and Anglo American exercises its rights under this paragraph
     6 to reduce the consideration payable under the Acquisition, any reference in this
     announcement to the consideration payable under the terms of the Acquisition shall be
     deemed to be a reference to the consideration as so reduced.

     If and to the extent that any such dividend, distribution or other return of value has been
     declared or announced but not paid or made or is not payable by reference to a record date
     on or prior to the Effective Date or shall be (i) transferred pursuant to the Acquisition on a
     basis which entitles Anglo American to receive the dividend, distribution or other return of
     value and to retain it; or (ii) cancelled, the consideration payable under the terms of the
     Acquisition shall not be subject to change in accordance with this paragraph 6.

     Any exercise by Anglo American of its rights referred to in this paragraph 6 shall be the subject
     of an announcement and, for the avoidance of doubt, shall not be regarded as constituting
     any revision or variation of the Acquisition.

7    Anglo American and Bidco reserve the right to elect (with the consent of the Panel and subject
     to the Co-operation Agreement) to implement the Acquisition by way of a Takeover Offer for
     the Sirius Shares as an alternative to the Scheme. In such event, the Takeover Offer shall be
     implemented on the same terms, so far as applicable, as those which would apply to the
     Scheme, subject to appropriate amendments, including (without limitation) an acceptance
     condition set at a level permitted by the Panel and the Co-operation Agreement.

8    The availability of the Acquisition to persons not resident in the United Kingdom may be
     affected by the laws of the relevant jurisdictions. Persons who are not resident in the United
     Kingdom should inform themselves about and observe any applicable requirements.

9    The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails
     of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other
     electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any
     facility of a national, state or other securities exchange of, any jurisdiction where to do so
     would violate the laws of that jurisdiction.

10   The Acquisition is governed by the law of England and Wales and is subject to the jurisdiction
     of the English courts and to the Conditions and further terms set out in this Appendix I and to
     be set out in the Scheme Document. The Acquisition shall be subject to the applicable
     requirements of the Takeover Code, the Panel, the London Stock Exchange and the Financial
     Conduct Authority.

11   Under Rule 13.5(a) of the Takeover Code, Anglo American may not invoke a Condition to the
     Acquisition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn unless
     the circumstances which give rise to the right to invoke the Condition are of material
     significance to Anglo American in the context of the Acquisition. Condition 2 of Part A of
     Appendix I and, if applicable, any acceptance condition if the Acquisition is implemented by
     means of a Takeover Offer, are not subject to this provision of the Takeover Code.

12   Each of the Conditions shall be regarded as a separate Condition and shall not be limited by
     reference to any other Condition.

                               APPENDIX II
             SOURCES OF INFORMATION AND BASES OF CALCULATION

Unless otherwise stated in this announcement:

1.    As at 16 January 2020 (being the latest practicable date prior to publication of this
      announcement), there were 7,020,196,560 Sirius Shares in issue. The International Securities
      Identification Number for Sirius Shares is GB00B0DG3H29.

2.    Any references to the issued and to be issued share capital of Sirius are based on:

      (i)     the issued share capital of 7,020,196,560 Sirius Shares referred to in paragraph 1
              above; plus

      (ii)    341,152,599 Sirius Shares which may be issued on or after the date of this
              announcement to satisfy the exercise of options or vesting of awards pursuant to the
              Sirius Share Plans.

3.    The value of the Acquisition based on the Offer Price of 5.50 pence per Sirius Share is
      calculated on the basis of the issued and to be issued share capital of Sirius (as set out in
      paragraph 2 above).

4.    Based on current available market data as at 16 January 2020 (being the latest practicable
      date prior to publication of this announcement) and various other assumptions, including that
      all Convertible Bondholders will convert their Convertible Bonds during the 60-day change of
      control period, Anglo American will be required to cash out Convertible Bondholders, at the
      Offer Price, in respect of a total of approximately 1,053,506,079 Sirius Shares. This figure is
      illustrative only and the actual figure will depend, inter alia, on market data as at the Effective
      Date.

5.    All Closing Prices referred to in this announcement are taken from the Daily Official List.

6.    Unless otherwise stated, the financial information relating to Sirius is extracted from the
      audited consolidated financial statements of Sirius for the financial year to 31 December 2018,
      prepared in accordance with IFRS.

7.    The financial information relating to Anglo American is extracted from the audited consolidated
      financial statements of Anglo American for the year ended 31 December 2018, prepared in
      accordance with IFRS.
                                                  APPENDIX III
                                           IRREVOCABLE UNDERTAKINGS


The following Sirius Directors have given irrevocable undertakings to vote in favour of the Scheme
at the Court Meeting and the resolutions to be proposed at the General Meeting:


      Name of Sirius                 Number of Sirius Shares in respect             Percentage of Sirius
      Director                       of which undertaking is given                  issued share capital*
 
      R Scrimshaw                    45,645,005                                     0.65
      C Fraser                       123,997,368                                    1.77
      T Staley                       1,187,139                                      0.02
      J Hutton                       30,856                                         0.00
      J Lodge                        601,822                                        0.01
      E N Harwerth                   101,303                                        0.00
      K Clarke                       899,144                                        0.01
      L Hardy                        0                                              0.00
      TOTAL                          172,462,637                                    2.46%
      
*based on the number of Sirius Shares in issue on 16 January 2020 (being the last practicable date prior to the publication of this announcement)


The obligations of the Sirius Directors under the irrevocable undertakings shall lapse and cease to
have effect on and from the following occurrences:

-   Bidco announces, with the consent of the Panel and before the Scheme Document is published,
    that it does not intend to proceed with the Acquisition and no new, revised or replacement
    Scheme is announced by Bidco;

-   the Scheme is withdrawn or lapses, provided that this shall not apply if the lapse or withdrawal
    either is not confirmed by Bidco or a new, revised or replacement scheme of arrangement is
    announced by Bidco (or a person acting in concert with it) within five business days after any
    such lapse or withdrawal; or

-   Anglo American and/or Bidco elect to implement the Acquisition by way of a Takeover Offer
    (rather than a Scheme).

These irrevocable undertakings remain binding in the event of a competing offer.

                                         APPENDIX IV
                                         DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise:

Acquisition                             the recommended cash acquisition being made by Anglo
                                        American to acquire directly or indirectly the entire issued
                                        and to be issued share capital of Sirius not already directly
                                        or indirectly held by the Anglo American Parties (or by way
                                        of Takeover Offer under certain circumstances described in
                                        this announcement) to be effected by means of the Scheme
                                        and, where the context admits, any subsequent revision,
                                        variation, extension or renewal thereof
Anglo American                          Anglo American plc
Anglo American Group                    Anglo American and its subsidiary undertakings and, where
                                        the context permits, each of them
Anglo American Parties                  Bidco, Anglo American and those persons disclosed in
                                        paragraph 19 of this announcement
Authorisations                          regulatory authorisations, orders, recognitions, grants,
                                        consents, clearances, confirmations, certificates, licences,
                                        permissions or approvals
Bidco                                   Anglo American Projects UK Limited, a company
                                        incorporated in England & Wales with company number
                                        12366241 whose, registered office is at 20 Carlton House
                                        Terrace, London, United Kingdom SW1Y 5AN
BofA Securities                         Merrill Lynch International
Business Day                            a day (other than Saturdays, Sundays and public holidays
                                        in the UK) on which banks are open for business in London
CADE                                    Brazil’s Council for Economic Defence and its entities
Centerview Partners                     Centerview Partners UK LLP
Clearances                              any approvals, consents, clearances, permissions,
                                        confirmations and waivers that are required to be obtained
                                        and waiting periods that may need to have expired, from
                                        or under any of the laws, regulations or practices applied by
                                        any Relevant Authority in connection with the
                                        implementation of the Acquisition
Closing Price                           the closing middle market price of a Sirius Share on a
                                        particular trading day as derived from the Daily Official List
CMA Phase 2 Reference                   a reference of the Acquisition to the chair of the Competition
                                        and Markets Authority for the constitution of a group under
                                        Schedule 4 to the Enterprise and Regulatory Reform Act
                                        2013
Companies Act                           the Companies Act 2006, as amended
Conditions                              the conditions to the implementation of the Acquisition, as
                                        set out in Appendix I to this announcement and to be set out
                                        in the Scheme Document
Confidentiality Agreement               the confidentiality agreement entered into between Anglo
                                        American Services (UK) Limited and Sirius Minerals Plc
                                        dated 8 January 2020
Convertible Bonds                       together, the Sirius 2023 Bonds and the Sirius 2027 Bonds
Convertible Bondholders                 holders of the Convertible Bonds from time to time
Co-operation Agreement                  the co-operation agreement dated 20 January 2020
                                        between Anglo American, Bidco and Sirius relating to,
                                        among other things, the implementation of the Acquisition,
                                        as described in paragraph 14 of this announcement
Court                                   the High Court of Justice in England and Wales
Court Meeting                           the meeting of Sirius Shareholders to be convened pursuant
                                        to an order of the Court under the Companies Act for the
                                        purpose of considering and, if thought fit, approving the
                                        Scheme (with or without amendment), including any
                                        adjournment thereof, notice of which is to be contained in
                                        the Scheme Document
Court Order                             the order of the Court sanctioning the Scheme
Court Sanction Hearing                  the hearing of the Court to sanction the Scheme under
                                        section 899 of the Companies Act and, if such hearing is
                                        adjourned, reference to commencement of any such
                                        hearing shall mean the commencement of the final
                                        adjournment thereof
CREST                                   the system for the paperless settlement of trades in
                                        securities and the holding of uncertificated securities
                                        operated by Euroclear
Daily Official List                     the Daily Official List published by the London Stock
                                        Exchange
Dealing Disclosure                      has the same meaning as in Rule 8 of the Takeover Code
Deposit Agreement                       the deposit agreement governing the Sirius ADRs dated 17
                                        November 2014 between: (i) Sirius; (ii) the Sirius
                                        Depositary; and (iii) all holders and beneficial owners of
                                        American depositary shares as evidenced by ADRs
Disclosed                               the information disclosed by, or on behalf of Sirius, (i) in the
                                        annual report and accounts of the Sirius Group for the
                                        financial year ended 31 December 2018; (ii) the interim
                                        results of the Sirius Group for the six month period ending
                                        on 30 June 2019; (iii) in the annual report and financial
                                        statements of York Potash Ltd for the financial year ended
                                        31 December 2018; (iv) in the annual report and financial
                                        statements of York Potash Processing & Ports Limited for
                                        the financial year ended 31 December 2018; (v) in this
                                        announcement; (vi) in any other announcement to a
                                        Regulatory Information Service by, or on behalf of Sirius
                                        prior to the publication of this announcement; or (vii) as
                                        otherwise fairly disclosed to Anglo American (or its
                                        respective officers, employees, agents or advisers) prior to
                                        the date of this announcement, including in the ‘Sirius
                                        Minerals’ virtual data room hosted by Ansarada

Effective                               in the context of the Acquisition:
                                        (i)    if the Acquisition is implemented by way of the
                                               Scheme, the Scheme having become effective in
                                               accordance with its terms; or

                                       (ii)    if the Acquisition is implemented by way of a
                                               Takeover Offer, such Takeover Offer having been
                                               declared and become unconditional in all respects in
                                               accordance with the Takeover Code

Effective Date                         the date on which either: (i) the Scheme becomes effective
                                       in accordance with its terms; or (ii) if Anglo American and
                                       Bidco elect, and the Panel consents, to implement the
                                       Acquisition by way of a takeover offer (as defined in Chapter
                                       3 of Part 28 of the Companies Act), the date on which such
                                       takeover offer becomes or is declared unconditional in all
                                       respects
Enlarged Group                         the combined Sirius Group and Anglo American Group
                                       following completion of the Acquisition
Euroclear                              Euroclear UK and Ireland Limited
FCA or Financial Conduct               the Financial Conduct Authority acting in its capacity as the
Authority                              competent authority for the purposes of Part VI of the UK
                                       Financial Services and Markets Act 2000
Forms of Proxy                         the forms of proxy in connection with each of the Court
                                       Meeting and the General Meeting, which shall accompany
                                       the Scheme Document
General Meeting                        the general meeting of Sirius Shareholders (including any
                                       adjournment thereof) to be convened in connection with the
                                       Scheme
Hancock                                Hancock British Holdings Limited
IFRS                                   International Financial Reporting Standards
J.P. Morgan Cazenove                   J.P. Morgan Securities plc
Lazard                                 Lazard & Co., Limited
Listing Rules                          the rules and regulations made by the Financial Conduct
                                       Authority under the Financial Services and Markets Act
                                       2000 (as amended), and contained in the publication of the
                                       same name, as amended from time to time
London Stock Exchange                  London Stock Exchange plc
Long Stop Date                         30 April 2020 or, if CADE do not consider that the application
                                       form is eligible for the fast-track review procedure, 18 June
                                       2020 or such later date as may be agreed in writing by Anglo
                                       American and Sirius (with the Panel’s consent and as the
                                       Court may approve (if such approval(s) are required))
MHF                                    material handling facility
MTS                                    mineral transport system
Offer Period                           the offer period (as defined by the Takeover Code) relating
                                       to Sirius, which commenced on 8 January 2020
Offer Price                            5.50 pence per Sirius Share
Official List                          the Official List of the London Stock Exchange
Opening Position Disclosure            has the same meaning as in Rule 8 of the Takeover Code
Operating Model                        the model used by Anglo American to enable it to apply a
                                       manufacturing approach to its mining and production
                                       processing to organise and efficiently plan, schedule and
                                       resource the work to be executed, in order to deliver safer,
                                       more consistent and lower cost production with increased
                                       predictability and process stability
Overseas Shareholders                  Sirius Shareholders (or nominees of, or custodians or
                                       trustees for Sirius Shareholders) not resident in, or nationals
                                       or citizens of the United Kingdom
Panel                                  the Panel on Takeovers and Mergers
Project                                Sirius’ North Yorkshire polyhalite project
Registrar of Companies                 the Registrar of Companies in England and Wales
Regulation                             the Council Regulation (EC) 139/2004
Regulatory Conditions                  the Conditions set out in paragraphs 3(a) to 3(c) (inclusive)
                                       of Part A of Appendix I to this announcement
Regulatory Information Service         any of the services set out in Appendix I to the Listing Rules
Relevant Authority                     any central bank, ministry, governmental, quasi-
                                       governmental, supranational, statutory, regulatory or
                                       investigative body, authority or authority (including any
                                       national or supranational anti-trust or merger control
                                       authority, any sectoral ministry or regulator and any foreign
                                       investment review body), national, state, municipal or
                                       local government (including any subdivision, court,
                                       administrative agency or commission or other authority
                                       thereof), any entity owned or controlled by them, any
                                       private body exercising any regulatory, taxing, importing
                                       or other authority, trade agency, association, institution or
                                       professional or environmental body in any jurisdiction,
                                       including, for the avoidance of doubt, the Panel
Restricted Jurisdiction                any jurisdiction where local laws or regulations may result
                                       in a significant risk of civil, regulatory or criminal exposure if
                                       information concerning the Acquisition is sent or made
                                       available to Sirius Shareholders
Royalty Deed                           the royalty financing agreement dated 25 October 2016
                                       between Sirius, York Potash Limited, York Potash
                                       Processing & Ports Limited and Hancock (as amended by a
                                       side letter on 13 September 2018)
Scheme                                 the proposed scheme of arrangement under Part 26 of the
                                       Companies Act between Sirius and the Sirius Shareholders
                                       in connection with the Acquisition, with or subject to any
                                       modification, addition or condition approved or imposed by
                                       the Court and agreed by Sirius, Anglo American and Bidco
Scheme Document                        the document to be sent to Sirius Shareholders containing,
                                       amongst other things, the Scheme and the notices
                                       convening the Court Meeting and the General Meeting
Scheme Record Time                     the time and date specified as such in the Scheme
                                       Document
Scheme Voting Record Time              the date and time specified in the Scheme Document by
                                       reference to which entitlement to vote at the Court Meeting
                                       shall be determined, expected to be 6:30 p.m. on the day
                                       which is two Business Days before the Court Meeting or, if
                                       the Court Meeting is adjourned, 6:30 p.m. on the day which
                                       is two Business Days before the date of such adjourned
                                       Court Meeting
Significant Interest                   in relation to an undertaking, a direct or indirect interest of
                                       20 per cent. or more of the total voting rights conferred by
                                       the equity share capital (as defined in section 548 of the
                                       Companies Act) of such undertaking
Sirius                                 Sirius Minerals Plc
Sirius 2023 Bonds                      the US$400,000,000 8.5 per cent. guaranteed convertible
                                       bonds due 2023 issued by Sirius Minerals Finance Limited,
                                       which are guaranteed by Sirius and convertible into Sirius
                                       Shares (of which there are US$137,600,000 outstanding as
                                       at 16 January 2020, being the last practicable date before
                                       the date of this announcement)
Sirius 2027 Bonds                      the US$106,600,000 5.0 per cent. guaranteed convertible
                                       bonds due 2027 issued by Sirius Minerals Finance No.2
                                       Limited, which are guaranteed by Sirius and convertible into
                                       Sirius Shares (of which there are US$99,000,000
                                       outstanding as at 16 January 2020, being the last
                                       practicable date before the date of this announcement)
Sirius ADRs                            Sirius’ sponsored level 1 American Depositary Receipts for
                                       which Deutsche Bank Trust Company Americas acts as
                                       Sirius Depositary
Sirius Board                           the board of directors of Sirius at the time of this
                                       announcement or, where the context so requires, the board
                                       of directors of Sirius from time to time
Sirius Depositary                      Deutsche Bank Trust Company Americas, as depositary for
                                       the Sirius ADRs program
Sirius Directors                       the directors of Sirius at the time of this announcement or,
                                       where the context so requires, the directors of Sirius from
                                       time to time
Sirius Group                           Sirius and its subsidiary undertakings and, where the
                                       context permits, each of them
Sirius Share Plans                     the Sirius Share Based Incentive Plan, the Sirius Company
                                       Share Option Plan, the Sirius Unapproved Share Option
                                       Plan and the Sirius Incentive Option Scheme, and the terms
                                       governing the “milestone awards” held by the Sirius Chief
                                       Financial Officer, General Counsel and Company Secretary
                                       and Chief Development Officer
Sirius Shareholders or                 the holders of Sirius Shares
Shareholders
Sirius Shares                          the existing unconditionally allotted or issued and fully paid
                                       ordinary shares of 0.25 pence each in the capital of Sirius
                                       and any further such ordinary shares which are
                                       unconditionally allotted or issued before the Effective Date
Takeover Code                          the City Code on Takeovers and Mergers
Takeover Offer                         should the Acquisition be implemented by way of a takeover
                                       offer as defined in Chapter 3 of Part 28 of the Companies
                                       Act, the offer to be made by or on behalf of Anglo American
                                       to acquire the entire issued and to be issued share capital
                                       of Sirius not already directly or indirectly held by the Anglo
                                       American Parties and, where the context admits, any
                                       subsequent revision, variation, extension or renewal of such
                                       takeover offer
Third Party                            each of a central bank, government or governmental, quasi-
                                       governmental, supranational, statutory, regulatory,
                                       environmental, administrative, fiscal or investigative body,
                                       court, trade agency, association, institution, environmental
                                       body, employee representative body or any other body or
                                       person whatsoever in any jurisdiction
United Kingdom or UK                   the United Kingdom of Great Britain and Northern Ireland
United States or US                    the United States of America, its territories and
                                       possessions, any state of the United States of America, the
                                       District of Columbia and all other areas subject to its
                                       jurisdiction and any political sub-division thereof
US Exchange Act                        the United States Securities Exchange Act 1934, as
                                       amended
Wider Anglo American Group             Anglo American and associated undertakings and any other
                                       body corporate, partnership, joint venture or person in which
                                       Anglo American and all such undertakings (aggregating
                                       their interests) have a Significant Interest
Wider Sirius Group                     Sirius and associated undertakings and any other body
                                       corporate, partnership, joint venture or person in which
                                       Sirius and such undertakings (aggregating their interests)
                                       have a Significant Interest

For the purposes of this announcement, “subsidiary”, “subsidiary undertaking”, “undertaking”
and “associated undertaking” have the respective meanings given thereto by the Companies Act.

All references to “Sterling”, “£”, “pence” and “p” are to the lawful currency of the United Kingdom.

All references to “US$”, “$” and “US Dollars” are to the lawful currency of the United States.

All the times referred to in this announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.

The Company has a primary listing on the Main Market of the London Stock Exchange and
secondary listings on the Johannesburg Stock Exchange, the Botswana Stock Exchange, the
Namibia Stock Exchange and the SIX Swiss Exchange.


Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 20-01-2020 09:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

Share This Story