Notice confirming written consent of noteholders

  1. Northam refers to the notice of request for consent (“Consent Request”) dated 14 June 2017, delivered by Northam to each holder of Notes (“Noteholders”) issued under Northam's ZAR2 000 000 000 Domestic Medium Term Note Programme.
  2. Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed thereto in the Consent Request.
  3. In terms of the Consent Request, Northam requested the Noteholders’ consent, in accordance with Condition 19 (Amendment of these Conditions) of the Terms and Conditions, for the amendment and restatement of the Existing Applicable Pricing Supplements and the schedules thereto in relation to the senior unsecured Notes issued under stock codes NHM002 and NHM003 to remove Khumama as a Guarantor.
  4. Northam confirms that 97.7% of all Noteholders consented in favour of the Proposed Amendment. No Noteholders objected to the Proposed Amendment.
  5. The Amended and Restated Applicable Pricing Supplements incorporating the Proposed Amendment are available on the Issuer's website at www.northam.co.za.

Johannesburg
7 July 2017

Debt Sponsor
One Capital

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