Notice of request for written consent of Noteholders

  1. A notice (the “Consent Request”) has been delivered by Northam to each holder of Notes (the “Noteholders”) issued under Northam’s ZAR2 000 000 000 Domestic Medium Term Note Programme (the “Programme”).  This is pursuant to the section headed “Terms and Conditions of the Notes” (the “Terms and Conditions”) in the Programme Memorandum dated 3 August 2012 and as amended and restated from time to time, in accordance with Condition 18 (Notices) of the Terms and Conditions for the purposes of obtaining the Noteholders’ written consent to various amendments to the Applicable Pricing Supplements relating to the Notes (the “Existing Applicable Pricing Supplements”).
  2. Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed thereto in the Terms and Conditions.
  3. Northam seeks 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 for the senior unsecured Notes issued under stock codes NHM002 and NHM003 (the “Amended and Restated Applicable Pricing Supplements”) to remove Khumama Platinum Proprietary Limited (“Khumama”) as a Guarantor (the “Proposed Amendment”).
  4. Khumama is a wholly-owned subsidiary of Northam which was part of Northam’s acquisition of the Booysendal Mine in 2008 from Mvelaphanda Resources Limited.  Khumama is for all intents and purposes a dormant private company. Accordingly, the Proposed Amendment will not adversely affect the Guarantee detailed in the Existing Applicable Pricing Supplements. Schedule 3 of the Consent Request contains a summarised group structure of Northam, illustrating the position of Khumama prior to the Proposed Amendment. Subject to , as a Guarantor, Northam is seeking to place Khumama in voluntary winding-up in accordance with Section 80 of the Companies Act 71 of 2008 (as amended) following the  unbundling by Khumama of its shares in Booysendal Platinum Proprietary Limited (“Booysendal”) to Northam. Booysendal will continue as a wholly owned subsidiary of Northam and a Guarantor pursuant to the Amended and Restated Applicable Pricing Supplements. The Proposed Amendment will simplify Northam’s group structure and remove administration costs associated with Khumama going forward.
  5. The Noteholders are requested to provide their consent to the Proposed Amendment by completing the Consent Notice (annexed to the Consent Request and which is also available on request from the Transfer Agent, Nedbank Limited (acting through its Corporate and Investment Banking division).  Noteholders are also required to deliver the same to the registered office of the relevant CSD Participant that provided the Noteholder with the Consent Notice, and providing a copy thereof to Nedbank Limited (acting through its Corporate and Investment Banking division) and the Issuer by no later than 17h00 on 6 July 2017 in accordance with the terms and conditions of the Consent Notice. The relevant CSD Participant will then notify Strate Proprietary Limited of the total number of Consent Notices received for the Proposed Amendment.
  6. The changes marked-up against the Existing Applicable Pricing Supplements are attached to the Consent Request and are available on the Issuer’s website at http://www.northam.co.za.
  7. Drafts in substantially agreed form of the Amended and Restated Applicable Pricing Supplements and the changes marked-up against the Existing Applicable Pricing Supplements are also available on request from the Transfer Agent, Nedbank Limited (acting through its Corporate and Investment Banking division). Requests should be sent to Bruce Stewart at This email address is being protected from spambots. You need JavaScript enabled to view it. and by telephone at +27 11 294 4481.
  8. The Consent Request is being delivered to Strate Proprietary Limited in accordance with Condition 19 (Amendment of these Conditions) of the Terms and Conditions as read with Condition 18 (Notices) of the Terms and Conditions.

Johannesburg
14 June 2017

Debt Sponsor
One Capital

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