Acquisition of R1.27bn of Zambezi preference shares, placement of R1.27bn of new notes & increase in DMTN to R10bn NORTHAM PLATINUM LIMITED Incorporated in the Republic of South Africa (Registration number 1977/003282/06) Share code: NHM ISIN: ZAE000030912 Debt issuer code: NHMI Bond code: NHM002 Bond ISIN: ZAG000129024 Bond code: NHM006 Bond ISIN: ZAG000158577 Bond code: NHM007 Bond ISIN: ZAG000158593 Bond code: NHM008 Bond ISIN: ZAG000158858 Bond code: NHM009 Bond ISIN: ZAG000158866 Bond code: NHM010 Bond ISIN: ZAG000159229 Bond code: NHM011 Bond ISIN: ZAG000159237 Bond code: NHM012 Bond ISIN: ZAG000160136 Bond code: NHM013 Bond ISIN: ZAG000162181 Bond code: NHM014 Bond ISIN: ZAG000163650 Bond code: NHM015 Bond ISIN: ZAG000164922 (“Northam”) ACQUISITION OF R1.27 BILLION OF ZAMBEZI PREFERENCE SHARES, FULLY FUNDED THROUGH A PLACEMENT OF R1.27 BILLION OF NOTES UNDER THE DMTN PROGRAMME, AND AN INCREASE IN THE DMTN PROGRAMME AMOUNT TO R10 BILLION 1. ACQUISITION OF ZAMBEZI PREFERENCE SHARES FOR R1.27 BILLION Northam shareholders are referred to the announcement dated 1 November 2019 (“previous announcement”) pertaining to the acquisition by Northam of preference shares in Zambezi Platinum (RF) Limited (“Zambezi”) (“Zambezi preference shares”). Northam is pleased to announce that, since the date of the previous announcement, it has acquired an additional 16.7 million Zambezi preference shares for a total cash consideration of approximately R1.27 billion (“ZPLP acquisition”). Northam now holds a total of 53 376 850 Zambezi preference shares, representing approximately 33.38% of all Zambezi preference shares in issue. As stated in the previous announcement, Northam’s acquisition of Zambezi preference shares will reduce the preference share dividend expense and liability included in Northam’s consolidated financial statements, as well as Northam’s potential financial exposure under the guarantee it provided to holders of Zambezi preference shares, should the guarantee be called upon. Furthermore, should Zambezi redeem the Zambezi preference shares through a distribution of ordinary shares in Northam (“Northam shares”) held by Zambezi, then the redemption of the Zambezi preference shares held by Northam at such time will result in a distribution of Northam shares to Northam, thereby reducing the number of Northam shares in issue. The ZPLP acquisition has been fully funded through the placement of the new notes, as further detailed below. The ZPLP acquisition is not a categorised transaction in terms of the JSE Limited Listings Requirements and information relating thereto is provided for information purposes only. 2. INCREASE IN NORTHAM’S DMTN PROGRAMME AMOUNT FROM R5 BILLION TO R10 BILLION In terms of the programme memorandum in respect of Northam's ZAR5 000 000 000 Domestic Medium Term Note Programme dated 3 August 2012, as amended and / or supplemented from time to time (“DMTN Programme”), the board of directors of Northam has approved an increase in the Programme Nominal Amount from ZAR5 000 000 000 to ZAR10 000 000 000. This increase will provide Northam with additional funding flexibility. 3. PLACEMENT OF R1.27 BILLION OF NEW NOTES Northam is pleased to announce that it has completed a private placement of notes to the value of R1.27 billion (“new notes”) under its DMTN Programme, in an amount equal to the consideration payable under the ZPLP acquisition. The new notes were placed as a new tranche under the NHM014 series and were listed on the Interest Rate Market of the JSE today, 3 April 2020. The new notes were issued on the same terms as the NHM014 series with a maturity date of 20 November 2021 and a floating interest rate of 3 month ZAR-JIBAR plus 2.5%, with interest payable quarterly. Following the placement of the new notes, the total aggregate nominal amount of notes in issue under the DMTN Programme amounts to R5.445 billion. Johannesburg 3 April 2020 Corporate Advisor, Sponsor and Debt Sponsor to Northam One Capital Sole Arranger and Dealer to Northam in respect of the new notes and the DMTN Programme One Capital Attorneys to Northam Cliffe Dekker Hofmeyr Inc. Legal Advisors to Northam, the Arranger and the Dealer in respect of the new notes and the DMTN Programme Bowman Gilfillan Inc. 2 Date: 03-04-2020 04:31:00 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.