Notice pursuant to section 45(5) of the companies act no. 71 of 2008

  1. This is a notice pursuant to section 45(5) of the Companies Act.
  2. On 18 August 2011, Northam shareholders approved a special resolution pursuant to section 45 of the Companies Act authorising the board of directors (“the board”) to provide direct and indirect financial assistance to a related or interrelated company.
  3. Section 45(5) of the Companies Act requires a company to provide written notice to its shareholders, amongst others, of the adoption of a board resolution to provide financial assistance if the total value of all loans, debts, obligations or assistance contemplated in that resolution, together with any previous such resolution during the same financial year, exceeds one-tenth of 1% of the company’s net worth at the time of the resolution.
  4. The Board has adopted the following resolutions -
    • an undertaking in favour of Nederlandse Financierings-Maatschappij Voor Ontwikkelingslanden NV (“FMO”) and Norplats Properties (Proprietary) Limited (“Norplats Props”), a subsidiary of Northam, in terms of which the company has undertaken to provide sufficient funding of up to R80 million (eighty million rand) to Norplats Props to enable it to fulfil its obligations to FMO in terms of the Mojuteng Housing Project; and
    • to provide financial assistance of up to R 1 billion (one billion rand) for a (five) year senior unsecured revolving credit facility to be provided by Nedbank Limited to Khumama Platinum (Proprietary) Limited and Micawber 278 (Proprietary) Limited, both subsidiaries of Northam.
  5. The facilities referred to in paragraph 4 will further strengthen Northam’s balance sheet and support its key strategic initiatives, which include the provision of housing for its Zondereinde mine employees (Mojuteng Housing Project) and the development of its Booysendal mine.
  6. This notice is provided because the value of the financial assistance referred to in paragraph 4 exceeds the threshold stated in paragraph 3.

For and on behalf of the board
This is a notice required in terms of the Companies Act.

Johannesburg
6 December 2011