smart platinum mining - Integrated Reportnortham.integrated-report.com/2017/download/NHM-NOM17.pdfThe audit and risk committee has evaluated the performance of Ernst & Young Inc. and

NOTICE OF ANNUAL GENERAL MEETING AND SUMMARISED ANNUAL REPORT

2017

s m a r t p l a t i n u m m i n i n g

Northam Platinum Limited

CONTENTS

NOTICE OF THE 2017 ANNUAL GENERAL MEETING

1

ANNEXURES

1 Summarised financial statements for the year ended

30 June 2017 and the chief executive’s review

11

2 Details of directors 22

3 Remuneration report of the social, ethics and human

resources (SE&HR) committee25

4 Stated capital, shareholding and directors’ interest 51

5 Financial assistance 54

6 Events after reporting date 61

FORM OF PROXY Insert

ADMINISTRATION AND CONTACT INFORMATION 64

Scan the QR bar code with your smart phone or tablet to download this report

Annual integrated report 2017

Notice of AGM and summarised

annual report 2017

Summarised abridged financial

results for the year ended

30 June 2017

www.northam.co.za

REPORTING SUITE 2017

WE BELIEVE IN OUR COUNTRY, OUR COMPANY, OUR PEOPLE AND OUR PRODUCT

ANNUAL INTEGRATED REPORT

2017


NOTICE OF ANNUAL GENERAL MEETING AND SUMMARISED ANNUAL REPORT

2017


SUMMARISED ABRIDGED FINANCIAL RESULTS FOR THE YEAR ENDED 30 JUNE 2017


1Notice of Annual General Meeting and Summarised Annual Report 2017

NOTICE OF THE 2017 ANNUAL GENERAL MEETING

NORTHAM PLATINUM LIMITED

(Registration number 1977/003282/06)

JSE share code: NHM ISIN code: ZAE000030912

Debt issuer code: NHMI

Bond code: NHM002 Bond ISIN: ZAG000129024

Bond code: NHM003 Bond ISIN: ZAG000129032

(“Northam” or the “group” or the “company”)

Notice is hereby given in terms of section 62(1) of the Companies Act, No. 71 of 2008 (as amended),

(the Companies Act) that the annual general meeting (AGM) of shareholders of Northam (notice) will

be held at Glenhove Conferencing, 52 Glenhove Road, Melrose Estate, Johannesburg, South Africa

on Tuesday, 7 November 2017 at 10:00 for the following purposes:

Considering and, if deemed fit, adopting, with or without modification, the ordinary and special

resolutions set out below:

ORDINARY RESOLUTIONS

• receiving, considering and adopting the audited group annual financial statements for the year

ended 30 June 2017;

• re-electing and electing directors;

• re-appointing independent external auditors;

• re-electing audit and risk committee members; and

• endorsing the group remuneration policy and implementation report.

SPECIAL RESOLUTIONS

• approval of amendment to the existing memorandum of incorporation (MOI) to increase the

maximum number of directors;

• approval of non-executive directors’ fees for the year ending 30 June 2018;

• approval of financial assistance; and

• approval for general authority to repurchase issued shares.

Transacting any other business as may be conducted at an AGM.

2 Northam Platinum Limited

RECORD DATES

In terms of sections 59(1)(a) and (b) of the Companies Act respectively, the board of directors of the

company (board) has set the record date for the purpose of determining which shareholders are

entitled to:

• receive the notice as Friday, 15 September 2017 (being the date on which a shareholder must be

registered in the company’s securities register); and

• participate in and vote at the AGM as Friday, 27 October 2017 (being the date on which a

shareholder must be registered in the company’s securities register in order to participate in and

vote at the AGM).

ORDINARY RESOLUTIONS

ORDINARY RESOLUTION NUMBER 1: ADOPTION OF THE AUDITED GROUP ANNUAL FINANCIAL STATEMENTS

“Resolved that the audited group annual financial statements of the company for the year ended

30 June 2017, including the reports of the directors, auditors and the audit and risk committee,

be and are hereby adopted.”

Note

The summarised annual financial statements for 2017 are set out in Annexure 1 of this notice.

The complete 2017 annual integrated report, containing the audited annual financial statements

and the relevant reports for the year are available at www.northam.co.za or can be obtained from

the company’s registered office on written request to the company.

ORDINARY RESOLUTION NUMBERS 2.1 TO 2.5: RETIREMENT, RE-ELECTION AND ELECTION OF DIRECTORS

2.1 “ Resolved that Mr R Havenstein, who retires by rotation in terms of clause 33.5.1 of the MOI

and being eligible and offering himself for re-election, be and is hereby re-elected as a director

of the company.”

2.2 “ Resolved that Ms TE Kgosi, who retires by rotation in terms of clause 33.5.1 of the MOI and

being eligible and offering herself for re-election, be and is hereby re-elected as a director of

the company.”

2.3 “ Resolved that Mr KB Mosehla, who retires by rotation in terms of clause 33.5.1 of the MOI and

being eligible and offering himself for re-election, be and is hereby re-elected as a director of

the company.”

2.4 “ Resolved that Mr JG Smithies, who retires in terms of clause 33.5.4 of the MOI and being

eligible and offering himself for re-election, be and is hereby re-elected as a director of

the company.”

NOTICE OF THE 2017 ANNUAL GENERAL MEETING CONTINUED


2.5 “ Resolved that, conditional on special resolution number 1 being approved, Mr DH Brown be

and is hereby elected as a director of the company in terms of clause 33.5.7 of the MOI, with

effect from the date on which the amendment of the MOI envisaged in special resolution

number 1 becomes effective.”

Notes

As envisaged in clause 33.6 of the MOI, the board recommends, after taking into account the directors’

past performance and contribution that the persons referred to in ordinary resolutions 2.1 to 2.4 be

re-elected as directors at the AGM.

As envisaged in clause 33.5.7 of the MOI, the board recommends that, although Mr DH Brown is not

a retiring director as envisaged in the MOI, he be eligible for election at the AGM.

Summaries of the curriculum vitae of each of the persons referred to in ordinary resolutions 2.1 to 2.5

are set out in Annexure 2 of this notice.

ORDINARY RESOLUTION NUMBER 3: RE-APPOINTMENT OF INDEPENDENT EXTERNAL AUDITORS

“ Resolved that Ernst & Young Inc. (with the new designated external auditor partner being

Mr E Dhorat, who has replaced Mr M Herbst for the financial year ending 30 June 2018, pursuant

to section 92(1) of the Companies Act) be and is hereby re-appointed as the independent external

auditors of the group.”

Note

The audit and risk committee has evaluated the performance of Ernst & Young Inc. and recommends

their re-appointment as independent external auditors of the group.

ORDINARY RESOLUTION NUMBERS 4.1, 4.2 AND 4.3: RE-ELECTION OF THE MEMBERS OF THE AUDIT AND RISK COMMITTEE

4.1 “ Resolved that Ms HH Hickey, being eligible and offering herself for re-election, be and is hereby

re-elected a member of the audit and risk committee.”

4.2 “ Resolved that Mr R Havenstein, being eligible and offering himself for re-election, be and is

hereby re-elected a member of the audit and risk committee, subject to his re-election as a

director pursuant to ordinary resolution number 2.1.”

4.3 “ Resolved that Ms TE Kgosi, being eligible and offering herself for re-election, be and is hereby

re-elected a member of the audit and risk committee, subject to her re-election as a director

pursuant to ordinary resolution number 2.2.”

Note

Summaries of the curriculum vitae of each of the persons referred to in ordinary resolutions 4.1 to

4.3 are set out in Annexure 2 of this notice.



ORDINARY RESOLUTION NUMBERS 5.1 AND 5.2: ENDORSEMENT OF THE GROUP REMUNERATION POLICY AND IMPLEMENTATION REPORT

5.1 “ Resolved, as a non-binding resolution, that the group’s remuneration policy as set out in the

remuneration report of the SE&HR committee be and is hereby endorsed.”

5.2 “ Resolved, as a non-binding resolution, that the group’s remuneration implementation report as

set out in the remuneration report of the SE&HR committee be and is hereby endorsed.”

Notes

The remuneration report of the SE&HR committee (which includes the remuneration policy and

implementation report) is set out in Annexure 3 of this notice.

The King Report on Corporate Governance for South Africa, 2016 (King IV) recommends that a

company’s remuneration policy and implementation report be tabled as separate non-binding

advisory votes by shareholders at each AGM. This enables shareholders to express their views

on the remuneration policy and implementation thereof. Ordinary resolutions number 5.1 and

5.2 are of an advisory nature only. However, the board will take the outcome of the votes into

consideration when considering amendments to the group’s remuneration policy. Shareholders are

reminded that in terms of King IV, should 25% or more of the votes cast be against one or both of

these non-binding ordinary resolutions, Northam undertakes to engage with shareholders as to the

reasons therefor and undertakes to make recommendations based on the feedback received.

SPECIAL RESOLUTIONS

SPECIAL RESOLUTION NUMBER 1: APPROVAL OF AMENDMENT TO THE EXISTING MOI TO INCREASE THE MAXIMUM NUMBER OF DIRECTORS

“ Resolved that in terms of sections 16(1)(c) and 16(5)(b) of the Companies Act and clause 3.2.2 of

the MOI, with effect from the date on which the relevant notice of amendment is filed with the

Companies and Intellectual Property Commission in terms of the Companies Act, the MOI be and is

hereby amended by deleting the existing clause 33.1 of the MOI and replacing it with the following

new clause 33.1:

33.1 The board shall comprise not less than 4 (four) but not more than 12 (twelve) directors.”

Note

The reason for and the effect of this special resolution is to amend the MOI in order to increase the

maximum number of directors on the board from 10 (ten) to 12 (twelve). The board currently has

10 (ten) directors. This resolution is in line with the nomination committee’s succession plan for the

appointment and mentorship of new board members.


SPECIAL RESOLUTION NUMBER 2: APPROVAL OF NON-EXECUTIVE DIRECTORS’ FEES FOR THE YEAR

ENDING 30 JUNE 2018

“ Resolved that the non-executive directors’ fees be increased for the year ending 30 June 2018 on

the following basis:

% increase

Proposed 2018 fees per annum

Approved 2017 fees per annum

R R

Board

Board chairperson 10 402 800 366 100

Lead independent director 8 349 700 323 600

Board members 8 307 000 284 100

Audit and risk committee

Committee chairperson 10 189 000 171 800

Committee members 8 148 400 137 300

Health, safety and environmental committee



Social, ethics and human resources committee



Nomination committee



Other board appointed committees



Ad hoc fees – per hour 8 3 630 3 360”

Notes

This special resolution is required by section 66(9) of the Companies Act in order to approve increases

in non-executive directors’ fees for the year ending 30 June 2018.



The SE&HR committee commissioned an independent firm in 2016 to conduct a benchmarking

exercise on non-executive directors’ fees against a peer group of mining companies listed on the JSE

Limited (JSE). The results indicated that the majority of directors are paid within acceptable ranges to

the median, however some of the directors’ fees lag behind the market considerably. In an attempt

to ensure internal parity, it is proposed that non-executive directors’ fees be adjusted in accordance

with the above table. In considering the adjustment, affordability was considered.

Previously, non-executive director’s fees were determined on a per meeting basis. Going forward, fees

will be based on a per annum fee.

SPECIAL RESOLUTION NUMBERS 3.1 AND 3.2: APPROVAL OF FINANCIAL ASSISTANCE IN TERMS OF SECTION 45 OF THE COMPANIES ACT

3.1 “ Resolved that the board be and is hereby authorised in terms of and subject to the provisions

of section 45 of the Companies Act, to authorise the company to provide any financial

assistance in any form or amount to any company or corporation which is related or

interrelated to the company (as defined in the Companies Act), on the terms and conditions

that the board may determine from time to time.”

3.2 “ Resolved that the board be and is hereby authorised in terms of and subject to the provisions

of section 45 of the Companies Act, to authorise the company to provide any financial

assistance in the form of loans pursuant to the Northam 2020 accommodation strategy to

(i) any executive director and/or prescribed officer of the company or of any company or

corporation which is related or interrelated to the company, and/or (ii) to a person which is

related or interrelated to such executive director and/or prescribed officer on the terms and

conditions that the board may determine from time to time.”

NotesThese special resolutions are required in terms of section 45 of the Companies Act in order to

grant the board the authority to authorise the company to provide financial assistance by way

of loans, guarantees, the provision of security or otherwise, to any company which is related or

interrelated to Northam or to any executive director and/or prescribed officer of Northam or of

its related or interrelated companies, or to the related or interrelated persons of such executive

directors and prescribed officers. No individuals other than the executive directors are considered

to be prescribed officers.

The provision of financial assistance to subsidiaries of Northam is necessary for the sustainability of

the business of the group, taking into account that the financial performance of the operations is

dependent on numerous external factors, which include the prices of platinum group metals, and

the rand/US dollar exchange rate.

Further information on the proposed financial assistance, as well as the Northam 2020 accommodation

strategy, is set out in Annexure 5 of this notice.


SPECIAL RESOLUTION NUMBER 4: APPROVAL FOR GENERAL AUTHORITY TO REPURCHASE ISSUED SHARES

“Resolved, that the company and each of its wholly-owned subsidiaries be and are hereby

authorised, by way of a general authority, to acquire the company’s issued shares upon such terms

and conditions and in such amounts as the board may from time to time determine, subject to the

MOI, the Companies Act and the JSE Listings Requirements and provided that:

a. any repurchase of shares must be effected through the order book operated by the JSE trading

system and done without any prior understanding or arrangement between the company and

the counterparty;

b. this general authority shall be valid until the company’s next AGM or for 15 months from date

of passing of this special resolution, whichever period is the shorter;

c. repurchases by the company and/or its subsidiaries in aggregate in any one financial year may

not exceed 20% of the company’s issued stated capital of the relevant class of shares as at the

date of passing of this special resolution or 10% of the company’s issued stated capital in the

case of an acquisition of shares in the company by a subsidiary of the company; and

d. repurchases may not be made at a price greater than 10% above the weighted average of the

market value of the shares for the five business days immediately preceding the date on which

the transaction is effected.”

Notes

This special resolution is required in terms of paragraph 5.67(B)(b) of the JSE Listings Requirements in

order to give a general authority to the board to approve the acquisition of shares in the company by

the company or by a wholly-owned subsidiary of the company, subject to the terms and conditions

set out in this special resolution, which authority shall be used by the board at its discretion during

the period for which the authority is given.

In terms of the JSE Listings Requirements, the company’s issued shares may only be acquired by the

company and/or any of its wholly-owned subsidiaries subject to the following:

• At any one time, the company may only appoint one agent to effect any repurchase.

• A resolution by the board that it has authorised the repurchase, that the company and its

subsidiaries have passed the solvency and liquidity test as envisaged in section 4 of the Companies

Act and that, since the test was performed, there have been no material changes to the financial

position of the group.



• Neither the company nor its subsidiaries may repurchase securities during a prohibited period as

defined in the JSE Listings Requirements unless it has in place a repurchase programme where the

dates and quantities of securities to be traded during the relevant period are fixed and full details

of the programme have been submitted to the JSE, in writing, prior to the prohibited period.

Furthermore, an announcement complying with paragraph 11.27 of the JSE Listings Requirements

will be published as soon as the company and/or a wholly-owned subsidiary of the company have

cumulatively repurchased 3% of the initial number shares of the relevant class in issue at the time

that the general authority is granted and for each 3% in aggregate of the initial number of shares of

that class acquired thereafter, containing full details of such acquisitions.

Statement by the board

In accordance with paragraph 11.23 of the JSE Listing Requirements, the board states that:

i) the board as at the date of this notice has stated its intention to examine methods of returning

capital to shareholders in terms of the general authority granted at the last AGM. The board believes

it to be in the best interests of Northam that shareholders pass a special resolution granting the

company and/or its subsidiaries a further general authority to acquire Northam shares. Such general

authority will provide Northam and its subsidiaries with the flexibility, subject to the requirements of

the Companies Act and the JSE Listings Requirements, to purchase shares should it be in the interest

of Northam and/or its subsidiaries at any time while the general authority subsists;

ii) having considered the effect of the maximum number of shares that may be acquired pursuant to

the authority given under special resolution number 4, for a period of at least 12 months following

the date of this notice –

• the company and the group will be able to pay its debts as and when they become due in the

ordinary course of business;

• the assets of the company and group exceed the liabilities of the company and group, the assets

and liabilities being recognised and measured in accordance with the accounting policies used in

the latest audited annual group financial statements;

• the share capital and reserves of the company and group will be adequate for ordinary business

purposes; and

• the working capital for the company and group will be adequate for ordinary business purposes.

In terms of the JSE Listings Requirements, the following additional disclosures are made for purposes

of special resolution 4:

Major shareholders: Refer to Annexure 4.

Stated capital of the company: Refer to Annexure 4.


Directors’ responsibility statement: The directors, whose names are set out in Annexure 2,

collectively and individually accept full responsibility for the accuracy of the information pertaining

to the resolutions set out above and certify that, to the best of their knowledge and belief, there

are no facts that have been omitted which would make any statement in these resolutions false or

misleading, and that all reasonable enquiries to ascertain such facts have been made and that the

notice contains all information required by law and the JSE Listings Requirements.

Material change: Other than the facts and developments reported on in this summarised annual

report, there have been no material changes in the affairs, financial or trading position of the company

and its subsidiaries since the end of the financial period. The company’s products are priced in US dollars

and therefore volatility in the rand/US dollar exchange rate could affect the company’s revenues.

TO TRANSACT ANY OTHER BUSINESS AS MAY BE CONDUCTED AT AN AGM

GENERAL

Approvals required for resolutions

The ordinary resolutions contained in this notice require the approval of more than fifty percent

(50%) of the total voting rights exercised on the resolutions by shareholders present or represented

by proxy at the AGM.

The special resolutions contained in this notice require the approval of at least seventy-five percent

(75%) of the total voting rights exercised on the resolutions by shareholders present or represented

by proxy at the AGM.

Telephonic participation

For the benefit of shareholders who are unable to attend the AGM but wish to participate therein,

a simultaneous audio link will be available at the following numbers:

South Africa: +27 11 535 3600

0800 200 648 (Toll-Free)

UK: 0808 162 4061 (Toll-Free)

Other countries: +27 11 535 3600

The costs for use of the telephonic participation will be borne by the shareholder or proxy so utilising

the telephonic participation.

Please note that whilst it is possible to participate in the AGM through this medium, there is no

facility for electronic voting and, accordingly, shareholders and their proxies are advised to follow the

instructions below in respect of proxies and voting.



PROXIES

Dematerialised shareholders without “own name” registration

You must contact your broker or Central Securities Depository Participant (CSDP) and furnish them

with your voting instructions. If you wish to attend, speak and vote at the AGM in person and/or

appoint a proxy to represent you at the AGM, you will need to obtain a letter of representation from

your broker or CSDP. Shareholders, who are unsure of their status or the action they should take,

are advised to consult their CSDP, broker or financial adviser.

Certificated shareholders and dematerialised shareholders with “own name” registration

You may attend, speak and vote at the AGM in person. Alternatively, you may appoint a proxy to

attend, speak and vote in their stead. A proxy need not be a shareholder of the company.

A proxy form is attached to this notice for use by certificated shareholders and dematerialised

shareholders with “own name” registration only. To be effective, a proxy form must be executed in

terms of the MOI and in accordance with the relevant instructions set out on the form, and must

be lodged with the transfer secretaries in the manner set out in the proxy form by no later than

10:00 on Monday, 6 November 2017. Thereafter, a proxy form must be handed to the chairperson

of the AGM before the appointed proxy may exercise any rights of the shareholder at the AGM.

If required, additional proxy forms may be obtained from the transfer secretaries.

VOTING

On a show of hands, every shareholder of the company present in person or represented by proxy

shall have only one (1) vote. On a poll, every shareholder of the company shall have one (1) vote for

every share held in the company by such shareholder.

PROOF OF IDENTIFICATION REQUIRED

In terms of section 63(1) of the Companies Act, any shareholder or proxy who intends to attend

or participate in the AGM must be able to present reasonably satisfactory identification at the AGM

for such shareholder or proxy to attend and participate in the AGM. A bar coded identification

document issued by the South African Department of Home Affairs, a driver’s licence or a valid

passport will be accepted as sufficient identification.

By order of the board.

PB Beale

Company secretary

22 September 2017


1 SUMMARISED 2017 FINANCIAL STATEMENTSANNEXURE

These year-end results have been prepared under the supervision of the chief financial officer,

Mr AZ Khumalo CA (SA).

This summarised report is extracted from the audited financial statements, but is not itself audited.

The directors take full responsibility for the preparation of the summarised report and the financial

information has been correctly extracted from the underlying annual financial statements. The audited

financial statements and the Ernst & Young Inc. independent auditor’s report are available on our

website at www.northam.co.za or can be obtained from the company’s registered office on request.

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

Audited12 months

ended30 June 2017

Audited12 months

ended30 June 2016

R000 R000

Sales revenue 6 865 185 6 097 070

Cost of sales (6 251 200) (5 713 722)

Operating costs (5 676 017) (5 007 233)

Concentrates purchased (404 093) (350 514)

Refining and other costs (120 633) (133 186)

Depreciation and write-offs (452 584) (403 545)

Change in metal inventories 402 127 180 756

Operating profit 613 985 383 348

Share of earnings/(losses) from associate and joint venture 4 870 (32 253)

Investment revenue 167 306 265 258

Finance costs excluding preference share dividends (71 185) (39 634)

Net foreign exchange transaction (losses)/gains (46 729) 26 163

Sundry income 73 361 154 765

Sundry expenditure (130 843) (92 122)

Profit before preference share dividends 610 765 665 525

Amortisation of liquidity fees paid on preference shares (16 390) (18 088)

Preference share dividends net of amounts capitalised (1 017 396) (918 806)

Loss on derecognition of preference share liability (901) –

Loss before tax (423 922) (271 369)

Taxation (212 021) (236 894)

Loss for the year (635 943) (508 263)


1 SUMMARISED 2017 FINANCIAL STATEMENTS CONTINUED

ANNEXURE

Audited12 months

ended30 June 2017

Audited12 months

ended30 June 2016

R000 R000

Other comprehensive income

Items that may be subsequently reclassified to profit or loss – 19 822

Share of associate’s exchange differences on translating foreign

operations and foreign currency translation – (3 947)

Reclassification of other comprehensive income from associate

to profit or loss – 23 769

Total comprehensive income for the year (635 943) (488 441)

Reconciliation of headline loss per share

Loss for the year (635 943) (508 263)

Profit on sale of property, plant and equipment (1 762) (57)

Impairment of associate’s assets – 11 185

Loss on sale of investment in associate – 21 024

IFRS 5 adjustment to fair value less cost to sell 841 –

Impairment/(reversal of impairment) of non-core assets – (13 610)

Tax effect on above 493 (3 116)

Headline loss (636 371) (492 837)

Loss per share – cents (181.8) (145.3)

Fully diluted loss – cents (181.8) (145.3)

Headline loss per share – cents (181.9) (140.9)

Fully diluted headline loss per share – cents (181.9) (140.9)

Dividends per share – –

Weighted average number of shares in issue 349 875 759 349 875 759

Fully diluted number of shares in issue 349 875 759 349 875 759

Number of shares in issue 509 781 212 509 781 212

Treasury shares in issue 159 905 453 159 905 453

Shares in issue adjusted for treasury shares 349 875 759 349 875 759


CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Audited12 months

ended30 June 2017

Audited12 months

ended30 June 2016

R000 R000

Assets

Non-current assets 15 483 553 14 110 084

Property, plant and equipment 9 022 260 7 853 993

Mining properties and mineral resources 5 636 342 5 614 094

Interest in associates and joint ventures 167 214 192 164

Unlisted investment – 6

Land and township development 48 529 51 341

Long-term receivables 83 745 89 717

Investments held by Northam Platinum Restoration Trust Fund 102 233 93 647

Environmental Guarantee Investment 68 104 60 345

Buttonshope Conservancy Trust 11 126 10 445

Long-term prepayments 336 409 –

Other financial assets 7 591 –

Deferred tax assets – 144 332

Current asset 613 985 383 348

Inventories 1 729 102 1 330 270

Trade and other receivables 548 997 375 204

Cash and cash equivalents 1 786 865 3 105 080

Tax receivables 38 373 57 225

Non-current assets held for sale 49 222 –

Total assets 19 636 112 18 977 863

1



ANNEXURE

Audited12 months

ended30 June 2017

Audited12 months

ended30 June 2016

R000 R000

Equity and liabilities

Total equity 8 092 041 8 727 984

Stated capital 13 778 114 13 778 114

Treasury shares (6 556 123) (6 556 123)

(Accumulated loss)/retained earnings (4 398) 631 545

Equity settled share-based payment reserve 874 448 874 448

Non-current liabilities 9 929 685 9 072 179

Deferred tax liability 585 883 590 637

Long-term provisions 304 829 272 820

Preference share liability 8 279 825 7 429 549

Long-term loans 249 428 275 513

Long-term share-based payment liability 88 639 84 373

Domestic medium term notes 421 081 419 287

Current liabilities 1 614 386 1 177 700

Current portion of long-term loans 13 434 13 201

Short-term share-based payment liability 75 026 56 704

Tax payable 102 550 104 072

Trade and other payables 1 268 172 877 935

Short-term provisions 155 204 125 788

Total equity and liabilities 19 636 112 18 977 863


Statedcapital

(Accumulated loss)/retained

earnings

Equity settled

share-basedpayment

reserve

Othercompre-hensive

income fromassociate Total

R000 R000 R000 R000 R000

Balance as at 30 June 2015 7 221 991 1 139 808 874 448 (19 822) 9 216 425

Total comprehensive income

for the year – (508 263) – 19 822 (488 441)

Loss for the year – (508 263) – – (508 263)

Other comprehensive income

for the year – – – 19 822 19 822

Balance as at 30 June 2016 7 221 991 631 545 874 448 – 8 727 984

Loss and total comprehensive

income for the year – (635 943) – – (635 943)

Balance as at 30 June 2017 7 221 991 (4 398) 874 448 – 8 092 041

1



ANNEXURE

CONSOLIDATED STATEMENT OF CASH FLOWS

Audited12 months

ended30 June 2017

Audited12 months

ended30 June 2016

R000 R000

Cash flows from operating activities 981 497 839 081

Loss before taxation (423 922) (271 369)

Adjusted for the following non-cash items as well as

discloseable items

Depreciation and write-offs 452 584 403 545

Changes in provisions 19 934 50 221

Changes in long-term receivables 5 972 4 786

Investment revenue (167 306) (265 258)

Finance charges excluding preference share dividends 71 185 39 634

Finance charges on preference shares 1 017 396 918 806

Loss on derecognition of preference share liability 901 –

Liquidity fees on the preference shares 16 390 18 088

Movement in share-based payment liability 22 588 10 592

Reversal of impairment of investment in associates – (13 610)

IFRS 5 adjustment to fair value less costs to sell 841 –

Share of (earnings)/losses from associate (4 870) 32 253

Loss on sale of investment in associate – 21 024

Amortisation of participation interest in the Pandora joint

venture – 2 600

Profit on sale of property, plant and equipment (1 762) (57)

Net foreign exchange movement 46 729 –

Other (1 521) 1 395

Change in working capital (182 388) (162 131)

Movement relating to land and township development 2 812 (41 341)

Transaction fees paid (8 594) –

Investment revenue 167 306 265 258

Taxation paid (52 778) (175 355)


Audited12 months

ended30 June 2017

Audited12 months

ended30 June 2016

R000 R000

Cash flows utilised in investing activities (1 990 754) (1 126 793)

Property, plant, equipment, mining properties and

mineral reserves

Additions to maintain operations (299 051) (369 636)

Additions to expand operations (1 321 757) (804 344)

Disposal proceeds 3 732 4 235

Increase in long-term prepayment (336 409) –

Investment in associate – cash distributed – 24

Additional investment made in associate (20 243) (20 601)

Proceeds received on the sale of investment in Trans Hex

Group Limited – 81 815

Increase in investment held by the Northam Platinum

Restoration Trust Fund (8 586) (10 655)

Increase in the investments held by the Environmental

Guarantee investment (7 759) (8 223)

Increase in investments held by the Buttonshope Conservancy

Trust Fund (681) 592

Cash flows utilised from financing activities (250 130) (745 397)

Interest paid (29 694) (39 634)

Repayment of long-term loans (50 756) –

Issue of long-term loans 38 992 244 950

Acquisition of Zambezi Platinum (RF) Limited preference shares (208 672) –

Issue of domestic medium term debt notes – 419 287

Domestic medium term debt notes repaid – (1 370 000)

Decrease in cash and cash equivalent (1 259 387) (1 033 109)

Net foreign exchange difference on cash and cash equivalents (58 828) –

Cash and cash equivalents at the beginning of the year 3 105 080 4 138 189

Cash and cash equivalents at the end of the year 1 786 865 3 105 080

1



ANNEXURE

The year under review was a period in

which the people of Northam rose to the

challenge of a difficult platinum market

and contributed positively to the strategic

positioning of the group, ensuring

sustainability into the future.

While I am confident that platinum group

metals (PGMs) will emerge from their current

trough, there is no doubt that the platinum

mining sector is in a precarious position.

Following a promising start for PGMs in F2017,

the situation grew progressively more difficult

as the year continued.

At the start of our financial year, spot platinum

traded at USD1 039/oz and rose to reach a

peak of USD1 182 in early August. This was

followed by a steady decline to USD898/oz on

the last trading day of December. A subsequent

recovery was not sustained, with the result that

the metal’s price was struggling at USD922/oz

by the end of June.

Palladium, which makes a lesser contribution

to Northam’s product mix and revenue,

performed well, with the price of spot metal

opening the financial year at USD598/oz

before reaching an interim high of USD770/oz

at the end of November. The final six months

of our financial year resulted in a steady

advance to USD898/oz in mid-June, followed

by a few weeks of price consolidation.

It is unclear what the immediate future holds:

over the longer term though, demand for

both metals for use in auto catalysts and for

catalysts in many oil and chemicals processes

will increase. The fact remains, however, that

Northam and its PGM-mining counterparts

are price takers, and their future sustainability

remains dependent on an ability to contain the

costs of production. Northam has succeeded in

moving unit costs into the lowest quartile of the

industry cost curve at a group level.

Our success depends on our continuing ability

to contain costs at levels that ensure operations

remain profitable throughout the market

cycle. We are positioning our operations to

take advantage of rising prices when platinum

enters its next upward cycle. We aim to be

“first to market” and capable of delivering up

to an annual one million ounces of PGMs when

demand for newly-mined metal recovers, as we

believe it will.

HEALTH AND SAFETY

It is regrettable that, shortly after Zondereinde

had achieved six million fatality free shifts in

November 2016, we lost our colleague,

Paul Dunne • Chief executive

A WORD FROM THE CHIEF EXECUTIVE


1

Mr Alexandre Macave, a locomotive operator

with many years’ service, in an underground rail

accident on 6 January 2017. I offer my personal

condolences and those of my executives to

Mr Macave’s family, his friends and colleagues.

Soon after the end of the financial year in

July 2017, Booysendal achieved three million

fatality free shifts.

Mechanised technology enhances not only our

people’s safety but also contributes to the cost

effectiveness of mining. Mechanised systems

will continue to be judiciously applied across

group operations where appropriate.

DELIVERING ON OUR STRATEGY

Our strategy is based on growth, operational

diversification and optimisation. Our

growth strategy is to target large, shallow,

mechanisable assets contiguous to existing

operations. Any deviation from this approach

would have to be motivated by a compelling

value proposition for our shareholders.

Recently we have purchased a recycling asset

which will complement Northam’s primary

production in future.

Our growth and diversification from a single

operating asset – Zondereinde – to one that

now includes Booysendal North and South

and the newly-acquired Eland mine means

less operational risk for the group and all

our stakeholders.

Highlights for F2017 include the continued

success of Booysendal North, which has now

been producing at steady state for more

than two years. Booysendal North performed

particularly well producing 199 000oz of PGMs,

well above its 160 000oz nameplate capacity.

The deepening project is progressing, and

remains on schedule for completion by F2019.

The recently-developed Booysendal North

Merensky mine is currently producing at

25 000oz per annum.

Philosophically we believe mine first,

metallurgy second. We have responded to

this natural progression by developing and

constructing the mining operations which

produce the ore ahead of processing. This

has been followed by a significant capital

investment in our smelting capacity at

Zondereinde, where an additional new furnace

will serve to absorb the steadily growing

output from our expanding mining footprint.

Zondereinde produced a solid operational

performance, under testing circumstances,

brought about by the necessity for operational

reorganisation measures in the workplace,

following the discharge of 357 employees after

labour disruptions in June 2016.

Details of our operations and production

during the year under review are provided in

the following pages.

ACQUISITIONS

In F2017 we made two important acquisitions.

In October 2016, we concluded an agreement

to acquire the high-quality resources of the

Tumela block from Anglo American Platinum’s

Amandelbult mine adjacent to our Zondereinde

mine. Not only will the incorporation of

Tumela increase Zondereinde’s life expectancy

to beyond 30 years, it provides significant

operating synergies for Zondereinde, delivering

flexibility and optionality and allows the mine

to continue mining higher-grade Merensky reef


at little incremental cost. This transaction will

transform Zondereinde, providing it with similar

long-term potential and flexibility enjoyed by

the Booysendal mine.

We followed this up in February 2017 with the

R175 million purchase of Eland Platinum mine

(Eland) from Glencore Operations South Africa

Proprietary Limited. We regard Eland as a low-

cost option for the future. Eland’s resource is

shallow and located on the south-eastern limit

of the western limb of the Bushveld Igneous

Complex. Its two mining rights contain a

resource estimated at 21.3Moz 4E (platinum,

palladium, rhodium and gold) with an average

in situ 4E grade of 4.4 g/t.

In terms of the Eland transaction, Northam

acquires all Eland’s assets: its two mining

rights, surface and underground infrastructure

including a concentrator with a nameplate

capacity of 250 000tpm, two decline

systems equipped to 1.3km, surface support

infrastructure designed for a 250 000tpm

operation and a mining fleet of more than

100 vehicles which includes low-profile

mechanised mining equipment. In addition, we

entered into a long-term marketing agreement

with Glencore International AG for the group’s

chrome ore sales.

Subsequent to year-end, Northam reached an

agreement to purchase a suite of PGM recycling

equipment and the associated premises from

A-1 Specialized Services Inc., a recycler of

PGMs. The business is located in the state of

Pennsylvania, United States of America. The

total value of the transaction amounts to

USD10.7 million in cash. The transaction gives

Northam a low-cost entry into a key segment

of the PGM market. The recyclable material

market from auto catalysts in the US is well-

established, large and continues to expand.

Northam has secured an excellent asset base of

strategic future importance; which is an easily

scalable business to meet growing demand; and

provides exposure to the broader PGM market.

THE FUTURE

Booysendal North and South are evolving to

produce an annual 500 000oz: within three

years Zondereinde will be delivering 350 000oz

and Eland should produce at 150 000oz over a

30-year life. With these numbers we believe we

will have successfully transformed Northam into

a major producer with low unit costs and lower

operational risk. I should emphasise, however,

that we are not driven by size for size’s sake.

Our production will be tailored to meet market

demand, while ensuring that we have the mining

and processing capacity to respond promptly to

changes in market conditions. It is not our policy

to cross-subsidise, and each operation needs to

be profitable through the cycle.


ANNEXURE


EMPOWERMENT

It is inconceivable that our country’s mining

industry could remain sustainable without

empowerment and transformation. Northam’s

continued development has been made

possible by our black economic empowerment

(BEE) transaction with a consortium

representing a broad selection of historically

disadvantaged South African (HDSA)

individuals and groupings, who, together hold

a 31.4% BEE interest in Northam through

Zambezi Platinum (RF) Limited.

Northam’s response to the many other aspects

of the DMR’s revised charter is aligned with

that of the South African Chamber of Mines,

of which Northam is a member. It is critical

to bring government back to the negotiating

table and to work towards a solution which will

ultimately grow and strengthen our sector.

APPRECIATION

Northam’s progress during F2017 has been a

team effort. I want to thank all the people of

Northam Platinum, including the board and our

management team, for their contributions during

what has been a year of considerable change.

Paul Dunne

Chief executive

22 September 2017

1


2 DETAILS OF DIRECTORSANNEXURE

PL Zim (57)BCom (Hons); MComNon-executive chairman

Joined the board in April 2007

Mr Zim is the chairman of Zambezi Platinum (RF) Limited (Zambezi Platinum), and a director of Atisa Platinum (RF) Proprietary Limited, Sanlam Limited and Sanlam Life Insurance Limited. He is also a past president of the Chamber of Mines of South Africa. Previously chairman of Telkom SA SOC Limited, he has also held senior executive positions at Anglo American South Africa Limited, M-Net SuperSport and MTN Group Limited. He was voted African Business Leader of the Year in 2005 and in 2017 he received a Meritorious Award from the Association of Mine Managers South Africa for his outstanding contribution and dedication to the South African Mining Industry. Mr Zim is an Honorary Colonel in the South African Army.

Member of the nomination committee.

R Havenstein (61)MSc (Chemical Engineering); BComLead independent director

Joined the board in July 2003

Mr Havenstein currently serves on the board of Murray and Roberts Holdings Limited and Omnia Holdings Limited. He was previously chief executive officer of Anglo American Platinum Limited, prior to which he was an executive director of Sasol Limited responsible for Sasol Chemical Industries.

Member of the audit and risk committee.

Chairman of the health, safety and environmental committee, the investment committee and the nomination committee.

PA Dunne (54) (British)BSc (Hons); MBAChief executive officer

Joined the board in March 2014

Prior to joining Northam, Mr Dunne was employed by Impala Platinum Holdings Limited (Implats) as executive director responsible for all mining, concentrating and smelting operations at Implats’ Rustenburg and Marula mines. Mr Dunne is also a director of Zambezi Platinum.

Member of the health, safety and environmental committee.


2

AZ Khumalo (52)BCompt (Hons); CA (SA)

Chief financial officer

Joined the board in July 2010

Mr Khumalo, a chartered accountant by profession, has extensive mining and corporate finance

experience. From September 2008 he was the group finance executive of Coal of Africa Limited. Prior

to that, from 2004 to 2008, he was director: finance of Aquarius Platinum (South Africa) Proprietary

Limited. Mr Khumalo is also a director of Zambezi Platinum.

CK Chabedi (49)MSc (Mining Engineering); MDP

Independent non-executive director

Joined the board in June 2009

Mr Chabedi has 22 years’ mining experience and over 12 years’ operational and management

experience. He is currently a Senior Lecturer in the School of Mining Engineering at the University of

the Witwatersrand.

Member of the health, safety and environmental committee, the investment committee and the social, ethics and human resources committee.

HH Hickey (Ms) (63)B Compt (Hons), CA (SA)


Joined the board in January 2016

Ms Hickey currently serves as an independent director on the boards of African Dawn Capital

Limited, Barloworld Limited, Cashbuild Limited, Omnia Holdings Limited and Pan African Resources

Plc. She has 35 years’ experience in auditing, risk management and governance and is a past chair of

the South African Institute of Chartered Accountants.

Chairman of the audit and risk committee.

TE Kgosi (Ms) (63)BCom (Hons)


Joined the board in November 2004

Ms Kgosi is the cluster manager, materials management, responsible for Gauteng and North West

operating units in supply chain operations, Eskom Group Commercial. She has extensive experience

in the banking sector mainly in a treasury operations environment, having held positions at a number

of South Africa’s main banking groups as well as Credit Suisse First Boston (NY).

Member of the audit and risk committee and the nomination committee.

Chairperson of the social, ethics and human resources committee.


2 DETAILS OF DIRECTORS CONTINUED

ANNEXURE

KB Mosehla (45)

BCompt; CA (SA)

Non-executive director

Joined the board in August 2015

Mr Mosehla is the chief executive of Mosomo Investment Holdings Proprietary Limited, a director of

Zambezi Platinum, Malundi Resources (RF) Proprietary Limited and Coal of Africa Limited. In March

2016 he was appointed as Chairman of Tembisa Provincial Tertiary Hospital.

Member of the investment committee and the social, ethics and human resources committee.

TI Mvusi (62)

BA; ELP; MAP; and PDP



Mr Mvusi currently holds the position of chief executive: group market development at Sanlam

Limited (Sanlam). He has served on the board of Sanlam since 2009, and holds a number of Sanlam

group directorships and is also the chairman of Lemas Financial Services (Co-Operative) Limited.

Prior to joining Sanlam, he was the general manager of Gensec Property Services Limited and was a

marketing manager at Franklin Asset Management.

JG Smithies (72) (British)

BSc (Mining Engineering); (Chemistry)



Mr Smithies spent the majority of his career at Implats, where he held a number of senior

management positions including that of director of operations and chief executive officer, before

retiring from the company.

DH Brown (55)

CA (SA)

Mr Brown’s appointment as an independent non-executive director is subject to

shareholder approval at the AGM on 7 November 2017.

Mr Brown is the chief executive officer and executive director of Coal of Africa Limited. He is also an

independent non-executive director of Vodacom Group Limited. Mr Brown spent almost 14 years at

Implats, where he held a number of senior management positions including that of financial director

and chief executive officer.


3 REMUNERATION REPORT OF THE SE&HR COMMITTEEANNEXURE

REMUNERATION REPORT

In line with Northam’s intention to comply with the King IV Report on Corporate Governance for

South Africa 2016 by F2018, transition to full compliance begins in the F2017 integrated report

with the adoption of the recommended three-part remuneration report, which comprises the

following sections:

• background statement;

• remuneration policy; and

• implementation report.

PART 1: BACKGROUND STATEMENT

The board, through the social, ethics and human resources committee (SE&HR committee or the

committee) is ultimately responsible for establishing a remuneration policy and for implementing the

remuneration policy. The committee is responsible for appointing competent individuals as senior

managers, and to ensure that the group’s leadership delivers on the group’s strategic targets for

fair remuneration.

Remuneration must align executive management actions with shareholder interests of sustainable

long-term growth in returns, and incentivise the right outcomes for other stakeholders, whilst still

being competitive and linked to performance.

The SE&HR committee is also responsible for mandating management on appropriate wage increase

thresholds for union negotiations and for advice on the scale of fees to be paid to non-executive

directors, which is submitted to shareholders for approval. The committee has overseen its duties

with these in mind throughout the financial year. Most pay increases were as follows for the 30 June

2017 financial year:

• For employees represented in collective bargaining structures an average 9.4% wage increase was

implemented on 1 July 2016. This increase represents the last annual wage adjustment in terms of

a three-year agreement signed with the National Union of Mineworkers (NUM) in 2015.

• Latest salary adjustments to senior management were made on 1 July 2016 with increases of

5.5%. For the 2018 financial year senior management have been offered an increase of 6% per

annum, plus a personal performance element of a maximum of 2%.


3 REMUNERATION REPORT OF THE SE&HR COMMITTEE CONTINUED

ANNEXURE

EMPLOYEES REPRESENTED IN TERMS OF COLLECTIVE BARGAINING ARRANGEMENTS

There are various unions representing workers at the group’s operating mines. The majority of the

group’s employees, approximately 90.7% at Zondereinde, are contributing members of the NUM –

primarily in the category 2 to 10 bargaining units. Their salary levels, annual increases, allowances

and benefit packages are therefore negotiated on a collective basis.

At Booysendal, approximately 90% of the workforce is covered by collective bargaining agreements

through the contracting companies working at the operation. Approximately 70% of unionised

indirect employees belong to the Amalgamated Mine and Construction Workers Union (AMCU).

Northam also engages with other unions representing smaller groups of employees. The group’s

labour relations policies provide for organisational rights to any union which meets a 15%

representation threshold within a bargaining unit. When a registered union reaches a representative

threshold of 33.3% within a bargaining unit, it acquires the right to bargain for that particular unit.

Northam’s objective is to engage in good faith in order to reach agreement on matters such as

wages, substantive conditions of service and other matters of mutual interest.

In addition to their wages, employees also earn various forms of bonuses to incentivise performance.

EXECUTIVE DIRECTORS, MANAGEMENT AND NON-UNIONISED STAFF

Executive directors (executives) and members of corporate and operational management staff are

employed in terms of their contracts of employment and the remuneration and benefit schemes and

practices applicable to their job grades. Salaries are reviewed once annually, effective 1 July. Salary

increases are determined individually, according to individual performance, retention and market-

matching criteria.

All non-unionised staff, managers and executives have detailed job profiles which stipulate the

key performance areas of their positions. These serve as the basis for performance assessment and

measurement and performance-linked salary increases and bonuses.


3

REMUNERATION

Salary package(BRP)

Various allowances

Various short-term incentive bonuses

Long-term incentive scheme

Key personinsurance

SHORT-TERM INCENTIVES

LONG-TERM INCENTIVES

1

2

3

5

4

Remuneration takes the form of:

1 appropriate salary packages, including those of the executive directors which incorporate basic

remuneration pay including death, disability, medical aid (BRP) and pension contribution benefits;

2 various allowances, which when included with (1) above is the total guaranteed package;

3 various short-term incentive bonus schemes depending on the grade of the employee;

4 a long-term incentive scheme which replaced the prior share option scheme and includes a lock-in

and incentive mechanism;

5 key person insurance cover is available for the executives and the general managers of the group.



ANNEXURE

CHANGE OF CONTROL CONDITIONS

In the event of a change of control of the business, executive directors will receive certain payouts

due to them within 12 months of the effective date of such change of control. In terms of their

contracts they shall be entitled to the following:

• lump sum compensating payment equal to twice the then total guaranteed package;

• the average of the short-term incentive (STI) bonuses paid by the group during the previous two years;

• a pro rata portion of the bonus incentive earned in respect of the prevailing financial year; and

• any other contractual benefits due.

A change of control is defined in the Companies Act and the Companies Regulations, 2011.

EXTERNAL DIRECTORSHIPS

Directors are required to consult with the chairman of the board and the chief executive should they

wish to hold external directorships.

PART 2: REMUNERATION POLICY

The Northam remuneration policy resolution was approved at the November 2016 AGM with a

majority of 87.5% of votes cast in favour, based on a 95.1% shareholder participation rate.

Wage and salary levels are determined in terms of the group’s remuneration policy. Through fixed

and variable remuneration, the group aims to attract, retain, incentivise and reward top quality staff

at all levels, particularly where scarce or critical skills are involved.

Pay must be linked to the group’s performance generally and the total guaranteed pay is set in line

with the level of the platinum industry companies’ remuneration, benchmarked every two years, with

the last benchmark done during the 2016 financial year. The findings of the assessment indicated

that management was paid in line with the industry except for the chief executive who was being

paid below the market benchmark.

The remuneration policy is designed to support the group’s strategic goals of the group in a way that

aligns the interests of employees, managers and executives with those of stakeholders.


3

The remuneration policy is not intended to be a ‘one size fits all’ set of rules and procedures, but rather to

serve as the basis for a flexible approach to the variable and changing needs of a dynamic and competitive

mining employment environment. The policy is underpinned by the following key principles:

Harmonising

working conditions,

salaries and wages

throughout

the group

Compliance with all

statutory and regulatory

requirements and a

commitment to applying

best practice guidelines in

all aspects of remuneration

and benefits

Attracting and

retaining core skills,

such as artisans,

engineers and

management

Offering

remuneration

packages that are

competitive, fair,

and reasonable in

all respects and at

all levels

FEATURES OF THE REMUNERATION PRACTICES

Employment contracts are concluded on a permanent basis as a general principle (i.e. for an

indefinite period), except where fixed-term or short-term temporary contracts are required for specific

projects. The notice period for the termination of employment contracts is typically one month, but

for critical positions this can be extended by mutual agreement to a maximum of 12 months.

Northam’s objective is to provide a market-competitive basic salary plus compulsory medical aid

and retirement fund membership. Various fixed and variable allowances are paid at certain job/

grade levels or to certain job categories. The job grading system is based on the Paterson model.

Remuneration experts who are considered independent and objective by the committee are

consulted from time to time as circumstances dictate.

Salary scales and employee benefits are benchmarked against mining industry standards and are

reviewed annually. The midpoints of the group’s salary scales are compared with industry percentiles

and adjusted annually, in line with the changing size, structure, financial performance and general

circumstances of the group over time.

The group’s salary scales have a range which allows an overlap on scales which have steps of

15% between grade ranges to allow for the appropriate positioning of individuals according to

qualifications, experience, performance, growth, development and market imperatives. However, in a

competitive market where skills are scarce, market comparisons may result in pay amounts above the

range being considered and paid.



ANNEXURE

The committee approves salary increases for all categories of staff in advance each year. Any material

changes to allowances, benefits, bonus schemes, or any other aspect of remuneration policy are

approved by the committee prior to implementation.

In the case of retrenchment, the group’s policy at all job levels is to pay the contractual notice period

(if not worked) and severance pay in line with legislation (the Basic Conditions of Employment Act),

being one week’s remuneration per completed year of service with the group. Severance payments

upon termination of service are governed by legislation, agreements with unions, individual contract

and/or group policy and practice.

No provision is made for special retirement benefits for group employees other than the standard

benefits in terms of two of the group’s recognised retirement funds, with the exception of employees

in Category 9 and above who were in service with the group on 31 December 1998. In respect of

these employees, a contribution is made to a post-retirement healthcare fund. These contributions

cease when the employee leaves the service of the group. All components of the group’s

remuneration system are subject to regular internal and external audits, as well as routine monitoring

by the South African Revenue Services. The committee is satisfied that the group is compliant with all

pertinent regulations.

EXECUTIVE DIRECTORS’ AND OTHER KEY MANAGEMENT SERVICE CONTRACTS

The chief executive, Mr PA Dunne has a service contract with the company which is subject to a

notice period of one year. The chief financial officer, Mr AZ Khumalo has a service contract with the

company which is subject to a notice period of three months.

Other key management individuals also have a notice period of three months.

FIXED REMUNERATION: TOTAL GUARANTEED PAY (TGP)

Employees are paid market-related salary packages on a cost to company basis which represents

their guaranteed pay. Increases in pay take account of the global economy and the group’s economic

performance, the prevailing inflation rate and may include a merit component of no more than 2%

over and above the prevailing inflation rate.

SHORT-TERM: VARIABLE REMUNERATION

Employee bonuses

The group has a variety of bonus schemes for employees. Bonuses are not guaranteed and are based

on approved formulae designed to incentivise employees in line with the group’s strategic objectives.

Executive directors and all senior management may earn a bonus based on the extent to which

they have achieved the targets and objectives set for them by the committee and/or the board of

directors. Bonuses are payable half-yearly.


3

Short-term incentive – senior officials’ bonus scheme

The board of directors, through the SE&HR committee, determines the performance targets

and objectives of the chief executive and the chief financial officer, conducts their performance

assessments and decides the quantum of their performance bonuses. The chief executive also has

input into the evaluation of the chief financial officer.

The chief executive and the SE& HR committee determine the performance targets and objectives

of other senior managers, conduct their performance assessments and determine the quantum of

performance bonuses for approval by the board of directors.

Bonuses are paid subject to the achievement of targets, and an individual performance rating. Bonus

amounts vary per grade as they are based on the relative BRPs of executive directors and senior officials.

Short-term incentives – Details of the executive directors’ and senior officials’ bonus scheme

Committee approved formula

Achievement (excess or shortfall of actual over target), rated in terms of

achievement factors (i.e. below 90% achievement = zero achievement

factor and above 110% = 125% achievement factor) by (x) weighting of

key performance area (scoring) x BRP x weighting of the two mines (on

production) – this is calculated half yearly and per annum – all annualised

= bonus of executive directors and senior management.

Payment frequency Bonuses are paid twice annually based on the actual results achieved for

each of the six months ending December and June. 75% of the calculated

bonus is paid for each six-month period with the final 25% being calculated

on the results for the full year.

Performance conditions Set during the financial year by the committee and the board.

Corporate office bonuses are paid on an average based on the performance of

the two operating mines, Zondereinde and Booysendal.

Minimum and maximum possible bonus opportunity

Minimum can be zero and maximum 125% of BRP.

Proposed changes for F2018

For the Booysendal mine only the weighting of targets may change in line

with the steady state production levels anticipated in F2018.

SE&HR committee discretion

In consultation with the chief executive, the committee may vary both the

formula, targets and/or the amounts payable.

Based on the cost to company, being the basic remuneration package plus pension contribution,

the average group bonus paid under this scheme was 75.6% of group remuneration cost in F2017

(F2016: 58.4%).



ANNEXURE

Short-term incentives: retention bonus scheme

The bonus is designed to retain skills within the company. Accordingly, any employee who is

discharged or resigns before such bonus becomes payable forfeits the total amount accumulated.

An amount equal to 20% of the annual BRP is accumulated monthly over 24 months and paid after

two years’ service in terms of this scheme. On retirement or retrenchment all accumulated bonuses

are payable to employees. Employees taking early retirement will receive this bonus on a proportional

basis in line with the same percentages as the share incentive plan rules.

All officials within the D3 Paterson grading and higher, including executive directors, are eligible to

participate in the scheme. In F2017 the average group retention bonus paid was 9.4% (F2016: 11.1%)

of the group cost to company remuneration.

LONG-TERM INCENTIVES: DETAILS OF SHARE OPTION SCHEME, SHARE INCENTIVE PLAN AND LOCK-IN AND INCENTIVE MECHANISM

The group currently operates the Northam share incentive plan (SIP or plan), which plan incorporates

a long-term BEE transaction incentive plan (BIP), further details of which are set out in the “lock-

in and incentive mechanism” section of this report. The Northam share option scheme has been

discontinued owing to its dilutive nature. The share options issued before its discontinuance will be

allowed to run their course until October 2017. Details of the options issued under the scheme are

more fully disclosed in the directors’ report which forms part of the 2017 annual integrated report

available at www.northam.co.za.

Remuneration of executive directors in terms of both basic pay and the Northam SIP payouts are

disclosed on page 39 of this remuneration report.

The SIP was introduced in 2011 in order to attract, incentivise and retain skilled senior managers.

The target group for the SIP includes all senior officials and executives in job grades D1 and above.

The SE&HR committee is responsible for the approval of the annual allocation of shares based on an

approved formula, as well as any changes to the SIP rules. Details of the shares issued under the SIP

are more fully disclosed in the directors’ report.


3

Instruments used • Retention shares (without performance conditions) – no more than 25%

of the total award with a three-year vesting period.

• Conditional shares with performance conditions – at least 75% of the

total award with a three-year vesting period.

• Forfeitable shares.

• Participants do not have to pay for any awards received under the SIP.

Eligibility levels Executive directors and all senior officials in Paterson D grade and above.

Performance conditions and performance measurement

See table below for typical combination of performance conditions, each

factor weighted accordingly. From F2015 onwards these include a rate of

return performance target/factors with a weighting of at least 30%. These

shares will vest during F2018.

Vesting period Three years for all shares.

Company and individual limits

Total company limit of approximately 19.9 million shares (which includes the

5 million shares available in terms of the BIP) and approximately 2.0 million

shares per cycle for individuals.

Minimum and maximum possible share payout

Minimum is the value of retention shares (as they have no performance

conditions attached) and maximum largely depends on operational

performance of the company when targets are measured against actual

performance for conditional shares. This determines the number of shares

eventually allocated, (which are normally lower than those awarded because

of the performance conditions test) as well as the share price when shares vest.

On measurement of the achievement of these targets/factors, each factor’s

achievement rank depends on the extent of achievement for each factor over the

three-year period, ranging from a ranking of 1 (which represents a 90 to 100%

achievement of target). This means, up to 100% award of the conditional shares.

This rises up to a ranking of 4, an achievement of over 105%, which may

equate to a share number allocation of up to 135% of the original award.

The awarding of shares is determined by means of a share option formula, approved by the SE&HR

committee, which was provided to Northam by external experts after a review of industry share

schemes in 2011. The formula takes into account factors such as the share price on award or grant

date and the vesting period of the shares to be awarded. Both retention shares (without performance

conditions) and performance shares (with performance conditions) are awarded.

Usually the awarded shares are not the number of shares that eventually vest, but the allocated

shares (that is, the awarded shares after measurement against the performance conditions, three

years later) are the number that vest and are paid out.



ANNEXURE

LOCK-IN AND INCENTIVE MECHANISM (LIM)

The implementation of the BEE transaction with Zambezi Platinum has resulted in a variety of

benefits for the group. The guarantee provided by Northam however, to the holders of preference

shares issued by Zambezi Platinum may result in a decline in shareholder value. A number of

shareholders expressed concerns with regard to the risk that the guarantee holds for Northam and its

shareholders, and recommended that the company appropriately incentivise management to mitigate

this specific risk.

In response to the above, shareholders approved and the SE&HR committee implemented the

LIM in 2016. The LIM appropriately addresses the long-term and short-term incentivisation of key

management to consistently maintain the Northam share price above the related preference share

liability value over the term of the BEE transaction. The performance conditions attached to benefits

under the LIM are directly related to the terms of the BEE transaction and are intended to align the

interest of the LIM participants directly with those of the company’s shareholders.

SALIENT FEATURES OF THE LIM

The LIM comprises two separate mechanisms structured with specific reference to the terms of the

BEE transaction and, more specifically, the potential guarantee liability:

Long-term BEE transaction incentive plan (BIP)

The BIP addresses the long-term incentivisation and retention of its participants by aligning their

interests with shareholders through equity participation. The BIP is implemented through the SIP

which was amended to incorporate the specific elements of the BIP. The BIP is implemented in

addition to the SIP and does not replace or affect the SIP.

Short-term cash incentive bonus in respect of the BEE transaction (CIBB)

In view of the exceptionally long term of the BIP incentive (i.e. 10 years) and the benefit of

compounded growth in the share price over this period, the CIBB considers the short-term

incentivisation of management to continuously maintain the long-term objectives introduced by the

BIP. Importantly, the CIBB also acts as a strong retention tool by financially penalising CIBB recipients

that leave the employ of the group.

The combination of the BIP and CIBB provide the company with an effective mechanism for

addressing the guarantee liability risk, motivating shareholder value creation over the long term and

retaining essential skills in a competitive market.


3

DETAILS OF THE BIP INCORPORATED INTO THE SIP

Terms and conditions

The BIP is effected through the SIP. Subject to certain exceptions, shares awarded in terms of the BIP

(BEE conditional performance shares (BEE CPS)) are subject to the same terms and conditions as the

‘conditional shares’ under the current SIP rules.

Participants

The company limits participants in the BIP to the key members of Northam’s current and future

key executive management team including the chief executive officer, chief financial officer, chief

commercial officer, chief geologist (CG), chief technical officer (CTO), executive officer HR and the

senior general managers of Booysendal and Zondereinde mines (participants). The positions of the

CG and CTO have not been filled and remain subject to the employment of suitable candidates by

the group and the BEE CPS allocated to these positions will not be issued in the event that they are

not filled.

Number of shares to be allocated

In terms of the BIP an aggregate of 3.6 million BEE CPS were conditionally awarded to the

following participants:

Shares awarded to:

Number of BEE

CPS awarded

Chief executive officer 1 500 000

Chief financial officer 700 000

Chief commercial officer 500 000

HR executive 500 000

General manager: Zondereinde 200 000

General manager: Booysendal 200 000

Total 3 600 000

Number of issued Northam Platinum Limited shares 509 781 212

% representation 0.71

The aggregate number of BEE CPS to be issued represents less than 1% of Northam’s current issued

stated capital and may be settled in cash or shares at the election of the independent committee of

the board responsible for administering the SIP at that time.



ANNEXURE

Vesting

Vesting will be subject to the satisfaction of the performance condition that Zambezi Platinum:

• fully settles the redemption amount; and

• fully settles or makes adequate provision for all its tax liabilities arising from settlement of the

redemption amount

on the basis that no guarantee liability will arise and no member of the group will be required to give

any direct or indirect financial assistance for the purposes of or in connection with the settlement of

the redemption amount (BIP performance condition).

Vesting of BEE CPS will occur 30 business days after the date on which the BIP performance

condition is fulfilled (which is expected to be 18 May 2025) or, in the event that vesting of the

BEE CPS is accelerated in certain exceptional instances, as set out in the current rules in relation

to conditional shares, including a change of control of Northam or an earlier date determined in

accordance with the rules.

In the event that the BIP performance condition is not satisfied, the BEE CPS will, subject to

certain exceptions, not vest. If BEE CPS do not vest, they will not be settled and no value will

accrue to participants.

Upon vesting, BEE CPS may be settled either through the issue of no more than the 5 million new

shares or in cash at the election of the committee. If cash settlement is elected the settlement

amount will be established using the 60-day volume weighted average price (VWAP) of a share

calculated on the day preceding settlement.

In the event that the preference shares are redeemed before the expected redemption date

(i.e. 18 May 2025) and if the BIP performance condition is satisfied at that time, the BEE CPS will

vest on a pro rata basis relative to the number of years of the performance period that has been

completed at that time. Those BEE CPS that do not vest in such circumstances will lapse.

In the event that Northam undergoes a change of control, all the BEE CPS that have not vested will

be treated in the same manner as other conditional shares and vest in full at that time irrespective of

whether the BIP performance condition has been met or not. This is consistent with the existing rules.

Termination of employment

In order to retain key management, BEE CPS will lapse if a participant leaves the employ of the group

before the vesting date unless his/her employment is terminated by reason of a no fault termination

or early retirement.


3

No fault termination includes, inter alia, termination of employment by reason of a participant’s

death, retrenchment, retirement, ill health, injury, disability or any reason that is not a fault

termination. A fault termination comprises termination of employment by reason of, inter alia,

resignation or dismissal.

In the event that a participant leaves the employ of the group by reason of no fault termination or

early retirement before the vesting date, and such date is:

• Prior to 18 May 2020, then the BEE CPS which have not vested will lapse immediately; or

• After 18 May 2020, the participant will retain a proportionate amount of their BEE CPS which

have not vested, calculated by reference to what proportion of the period from 18 May 2020 to

18 May 2025 has elapsed prior to the termination of employment.

This provision is further illustrated in the table below:

Termination of employment between years:

% of BEE

CPS retained

0 – 6 0

6 – 7 20

7 – 8 40

8 – 9 60

9 -10 80

BEE CPS retained in these instances will remain subject to the BIP performance condition and will

only vest and be settled on the vesting date, together with BEE CPS held by other participants. In

the event that a participant’s employment is terminated as a result of death, injury or ill-health,

and the committee is of the reasonable opinion that the BIP performance condition is likely to be

fulfilled, it may, in exceptional circumstances, allow that participant’s BEE CPS to vest and be settled

immediately.

The rationale for retention by a participant of a portion of their BEE CPS after year 6 is that the key

strategic decisions and actions affecting the value of a share over the BIP performance period are likely to

be made during the first 5 years of this period. Thereafter, value delivery will depend upon, amongst other

factors, the successful execution of such decisions as planned. Accordingly, it is deemed appropriate to

allow for continued participation post year 5 notwithstanding termination of employment.

In the event that a participant leaves the employ of the group before the vesting date by reason of

fault termination, that participant’s BEE CPS that have not vested will lapse.



ANNEXURE

DETAILS OF THE CIBB

The CIBB is intended to comprise an incentive mechanism and a retention mechanism and further

aligns management with the interests of Northam’s shareholders.

Participants in the CIBB will include the participants in the BIP and may include, from time to time,

other employees of the group deemed to be critical to the group’s operations and strategy from time

to time. Management will be required to recommend additional participants, whose participation will

be subject to approval by the SE&HR committee.

Payments in terms of the CIBB will be made annually, subject to the fulfilment of the CIBB

performance conditions, as set out below, as at the 31st trading day following the publication of the

company’s financial results for each financial year (condition date).

Participants will receive, on an annual basis, 15% of their cost to company remuneration excluding

performance bonuses, if the value of a share at the condition date (calculated as the 60 day VWAP

of a share) is equal to or greater than the redemption amount per preference share.

Furthermore, participants will receive, on an annual basis, an additional 15% of their cost to

company remuneration excluding performance bonuses, if the aggregate value of the shares held

by Zambezi Platinum at the condition date (using the 60 day VWAP of a share) is sufficient to

• fully settle the redemption amount; and

• fully settle or make adequate provision for all Zambezi Platinum’s tax liabilities arising from

settlement of the redemption amount, on the basis that no guarantee liability will arise and no

member of the group will be required to provide any direct or indirect financial assistance for the

purposes of or in connection with the settlement of the redemption amount.

This will effectively incentivise achievement of the CIBB performance conditions on an annual basis.

For the avoidance of doubt, no CIBB payment will be made unless the CIBB performance conditions

are achieved in that year.

The CIBB will also act as a robust employee retention mechanism. In the event that a CIBB recipient

leaves the employ of the group within 12 months of receiving a CIBB (restraint period) for reason

of a fault termination, that person will be required to repay to the company, before the deduction

of PAYE, the pro rata amount of the CIBB received (calculated according to the number of months

remaining in the restraint period) (CIBB refund). The CIBB refund penalty intends to dissuade CIBB

participants from leaving the employ of the group by financially penalising them if they leave.

The CIBB will be terminated upon settlement or lapse of the BEE CPS.


3

EMPLOYEE PARTICIPATION SCHEMES

Toro Employee Empowerment Trust

The group operates an employee profit share scheme for eligible employees at the Zondereinde mine

in terms of which 4% of the Zondereinde after-tax profits are contributed to a registered trust fund

(The Toro Employee Empowerment Fund). Eligible employees receive payment at the end of each

five-year cycle, with the first payments having been made in F2013.

BEE shareholding in Northam

Employees and communities are participants in the BEE transaction approved in F2015 in terms

of which communities hold 5% of Northam shares and eligible group employees (excluding

management) own 3% of Northam (this is in addition to the 4% share of Zondereinde after-tax

profits through the Toro Trust).

PART 3: IMPLEMENTATION REPORT – DETAILS OF F2017 PAY AND PROPOSAL FOR F2018

DIRECTORS’ REMUNERATION

The directors’ remuneration for the year ended 30 June 2017 is as follows:

Fees

Re-munera-

tion package

Per-formance

bonus Benefits

Gain on share-based

payments Total

Tax paid by

employeesNet pay

R000 R000 R000 R000 R000 R000 R000 R000

Executive

PA Dunne – 7 291 6 217 191 – 13 699 (5 607) 8 092

AZ Khumalo – 3 555 3 018 168 3 158 9 899 (3 911) 5 988

Non-executive

PL Zim 409 – – – – 409 (151) 258

R Havenstein 825 – – – – 825 (275) 550

CK Chabedi 624 – – – – 624 (245) 379

HH Hickey 418 – – – – 418 (166) 252

TE Kgosi 732 – – – – 732 (281) 451

AR Martin* 245 – – – – 245 (121) 124

KB Mosehla 515 – – – – 515 (212) 303

TI Mvusi 284 – – – – 284 (131) 153

JG Smithies** 164 – – – – 164 (49) 115

4 216 10 846 9 235 359 3 158 27 814 (11 149) 16 665

* Mr Martin retired from the board of directors at the conclusion of the AGM on 9 November 2016.

** Mr Smithies was appointed as an independent non-executive director on 1 January 2017.



ANNEXURE

The directors’ remuneration for the year ended 30 June 2016 is as follows:

Fees

Re-

muneration

package

Per-

formance

bonus Benefits

Gain on

share-

based

payments Total

Tax

paid by

employees

Net

pay

R000 R000 R000 R000 R000 R000 R000 R000

Executive

PA Dunne – 6 165 4 353 834 – 11 352 (4 122) 7 230

AZ Khumalo – 3 006 2 436 441 3 707 9 590 (3 431) 6 159

Non-executive

PL Zim 412 – – – – 412 (145) 267

R Havenstein 717 – – – – 717 (264) 453

CK Chabedi 496 – – – – 496 (169) 327

HH Hickey*** 209 – – – – 209 (69) 140

TE Kgosi 609 – – – – 609 (221) 388

AR Martin 565 – – – – 565 (203) 362

KB Mosehla 357 – – – – 357 (96) 261

TI Mvusi*** 154 – – – – 154 (50) 104

ME Beckett**** 247 – – – – 247 (98) 149

3 766 9 171 6 789 1 275 3 707 24 708 (8 868) 15 840

*** Mrs Hickey and Mr Mvusi were appointed as independent non-executive directors on 1 January 2016.

**** Mr Beckett retired from the board of directors on 11 November 2015.


3

Below is an analysis of non-executive fees in respect of board and board committee services for the

2017 financial year. Fees are determined based on meetings attended.

Board

Audit and risk

committee

Health, safety and

environ-mental

committee

Invest-ment

committee

Social, ethics and

human resources

committee

Nomi-nations

committeeAd hoc

fees Total

R000 R000 R000 R000 R000 R000 R000 R000

PL Zim 366 – – – – 43 – 409

R Havenstein 367 137 121 86 – 87 27 825

CK Chabedi 327 – 93 76 128 – – 624

HH Hickey 284 134 – – – – – 418

TE Kgosi 327 138 – – 157 60 50 732

AR Martin 115 91 – 11 – 28 – 245

KB Mosehla 327 – – 60 128 – – 515

TI Mvusi 284 – – – – – – 284

JG Smithies 164 – – – – – – 164

2 561 500 214 233 413 218 77 4 216

Below is an analysis of non-executive fees in respect of board and board committee services for the

2016 financial year. Fees are determined based on meetings attended.

Board

Audit and risk

committee

Health, safety and

environ-mental

committee

Invest-ment

committee

Social, ethics and

human resources

committee

Nomi-nations

committeeAd hoc

fees Total

R000 R000 R000 R000 R000 R000 R000 R000

PL Zim 340 – – – – 72 – 412

R Havenstein 300 129 112 80 3 93 – 717

CK Chabedi 268 – 87 56 85 – – 496

HH Hickey 154 55 – – – – – 209

TE Kgosi 268 129 – – 113 72 27 609

AR Martin 273 160 – 56 – 76 – 565

KB Mosehla 219 – – 53 85 – – 357

TI Mvusi 154 – – – – – – 154

ME Beckett 108 72 42 – 25 – – 247

2 084 545 241 245 311 313 27 3 766



ANNEXURE

No individuals other than executive directors are considered to be prescribed officers. Details of the

non-executive fees are disclosed on page 41 of this remuneration report.

Mr Dunne did not have any retention or performance shares vesting as his tenure at the company

remains below the three-year vesting period.

Details on the determination of existing and future short- and long-term incentives are included in

the following pages.

Short-term incentives: senior management bonuses including executive directors

The elements used to determine the bonus paid out to senior management including executive

directors were as follows for the year ended 30 June 2017:

Zondereinde Unit Weighting Achievement

actual vs target Scoring of

achievementWeighted

score

% % % %

Safety TIIR 30 103.4 115.0 34.5

Linear metres m 10 93.3 30.0 3.0

Square metres m2 10 95.2 50.0 5.0

Total tonnes milled tonnes 10 95.5 50.0 5.0

Recoverable metals kg 15 93.3 30.0 4.5

Total cash costs R000 15 100.8 105.0 16.0

Personal performance rating 10 – – 0.0

Net weighting percentage 68.0

Booysendal Unit Weighting Achievement

actual vs target Scoring of

achievementWeighted

score

% % % %

Safety LTIIR 20 117.0 125.0 25.0

Square metres m2 30 102.2 110.0 33.0

Total tonnes milled tonnes 15 108.2 123.0 18.5

Total concentrator

metals produced tonnes 15 102.8 110.0 16.5

Total cash costs R000 10 94.6 40.0 4.0

Personal performance rating 10 – – 0.0



3

Corporate office and shared service staff %


The annual bonuses actually paid as a percentage of the basic remuneration plus benefits to

executive directors were as follows for 30 June 2017:

BonusBasic pay

plus benefits

Bonus as % of basic pay

plus benefits

R000 R000 %

PA Dunne 6 217 7 482 83.1

AZ Khumalo 3 018 3 723 81.1

Typically, the bonus scheme is based on a weighted combination of key performance areas and

targets which are largely under the control of management. By providing bonuses, the committee

intends to incentivise management in areas/targets that they are able to influence. In this way,

management is encouraged to manage the group to achieve best performance for the benefit of

stakeholders. These targets are usually a weighted combination of safety performance, linear metres

achieved, square metres achieved, total tonnes milled, recoverable metals produced, cash or total

costs, and personal performance which includes transformation (referring to social employment

quotas/criteria that must be met in terms of employment legislation in South Africa).

The following key performance targets have been set for the F2018 year:

Zondereinde Unit

F2017 weighting

%

F2018 weighting

%

Safety LTIIR 30 30

Linear metres m 10 10

Square metres m2 10 10

Total tonnes milled tonnes 10 10

Recoverable metals kg 15 15

Total cash costs R000 15 15

Personal performance rating 10 10

Net weighting percentage 100 100



ANNEXURE

Booysendal Unit

F2017 weighting

%

F2018 weighting

%

Safety LTIIR 20 20

Square metres m2 30 30

Capital development: Booysendal South m – 10

Total tonnes milled tonnes 15 10

Total concentrator metals produced tonnes 15 10

Total cash costs R000 10 10

Personal performance rating 10 10

The reason for the change in the Booysendal key performance targets relate to the development of

Booysendal South. Project execution will be key and it is therefore important that management is

assessed based on the development at Booysendal South.

Long-term incentives: November 2013 allocation, vesting November 2016

The elements used to determine the long-term incentive payout were as follows for the year ended

30 June 2017:

Zondereinde

Factor Target/criteria

Weighting

%

Safety An improvement of 10% on the previous financial

years safety record

30

Estimated recoverable metals Achieving the budgeted metal production 40

Unit cash costs Achieving the budgeted unit cost 30

100

Booysendal


Weighting

%


years safety record

35


Unit cash costs Achieving the budgeted unit cost 25

Capital development Achieving the budgeted development metres 20

100


3

Actual achievements for the financial year are indicated below for both Zondereinde and Booysendal:

Zondereinde

Factor and weighting and year Safety

Recoverable

metals

Unit cash

cost Total

30% 40% 30% 100%

F2014 Score 79.0 93.0

F2015 Score 88.0 94.0

F2016 Score 97.0 109.0

Achievement per factor F2017 0.0 0.0 100.0

Percentage shares to be paid 0.0 0.0 30.0 30.0

Booysendal

Factor and weighting and year Safety

Recoverable

metals

Unit cash

cost

Capital

development Total

25% 30% 25% 20% 100%

F2014 Score 97.0 121.0 100.0

F2015 Score 91.0 109.0 87.0

F2016 Score 103.0 107.0 119.0

Achievement per factor F2017 135.0 100.0 135.0 100.0

Percentage shares to be paid 33.8 30.0 33.8 20 117.5

Corporate office and group services staff are incentivised based on the combined performance of

Zondereinde and Booysendal. The percentage of shares paid was therefore 73.8%.



ANNEXURE

For the 2018 financial year, the proposal is that the following targets and weightings should apply, as

set out below:

Zondereinde


Weighting

%


years safety record

30


Unit cash costs Achieving the budgeted unit costs 20

Absolute total

shareholder return

Total shareholder return must be more than the

weighted average cost of capital plus 1%

10

Relative shareholder return Exceeding the platinum index return on the JSE on

an absolute basis

10

100

Booysendal


Weighting

%


year’s safety record

25


Unit cash costs Achieving the budgeted unit costs 20

Absolute total shareholder

return

Total shareholder return must be more than the

weighted average cost of capital plus 1%

10

Relative shareholder return Exceeding the platinum index return on the JSE on

an absolute basis

10

100

Meeting or exceeding the proposed performance criteria requires considerable effort, and has a

direct impact on the profitability of the group.


3

Measurement of performance criteria will be calculated at the end of each three-year financial period

over which the shares vest, by applying the achievement percentages in respect of the individual

criteria against the performance shares awarded:

Achievement% shares to be awarded

Achieve an aggregate score of less than 90% Nil

Achieve between 90% – 100% of target 100

Achieve between 100% – 105% 125

Achieve in excess of 105% 135

An achievement of less than 90% of target results in no shares being allocated at all. Every year

the committee, with the assistance of management, assesses the allocation of both retention and

conditional performance shares per employee.

Full details of the shares granted to the executive directors during the financial year are set out below:

Details of share incentives granted to executive directors

Analysis of share incentives held as at 30 June 2017:

4 Nov 2014Share award

11 Nov 2015Share award

8 Nov 2016Share award Total

Retention shares and performance shares

PA Dunne

Balance at 1 July 2016 150 300 193 200 – 343 500

Retention shares awarded during the year – – 42 900 42 900

Performance shares awarded during

the year

– – 127 200 127 200

Shares cash settled during the year – – – –

Balance at 30 June 2017 150 300 193 200 170 100 513 600

Balance at 1 July 2015 150 300 – – 150 300

Retention shares awarded during the year – 48 700 – 48 700

Performance shares awarded during

the year

– 144 500 – 144 500

Shares cash settled during the year – – – –

Balance at 30 June 2016 150 300 193 200 – 343 500



ANNEXURE

Analysis of share incentives held as at 30 June 2017:

6 Nov2012

Shareaward

15 Nov2013

Shareaward

4 Nov2014

Shareaward

11 Nov2015

Shareaward

8 Nov2016

Shareaward Total

Retention shares and

performance shares

AZ Khumalo

Balance at 1 July 2016 – 78 000 150 300 193 200 – 421 500

Retention shares

awarded during the year

– – – – 20 900 20 900

Performance shares


– – – – 62 000 62 000

Shares adjusted for

performance conditions

met during the year

– (20 280) – – – (20 280)

Shares cash settled

during the year

– (57 720) – – – (57 720)

Balance at 30 June 2017 – – 150 300 193 200 82 900 426 400

Balance at 1 July 2015 98 000 122 000 150 300 – – 370 300

Retention shares


– – – 48 700 – 48 700

Performance shares


– – – 144 500 – 144 500

Shares adjusted for

performance conditions

met during the year

(28 420) – – – – (28 420)

Shares cash settled

during the year

(69 580) (44 000) – – – (113 580)

Balance at 30 June 2016 – 78 000 150 300 193 200 – 421 500


3

Details of share options to executive directors

A summary of the options held by executive directors at 30 June 2017 is as follows:

Earliest and latest exercise date

Price per

share in R

Total number

of options

PA Dunne – –

AZ Khumalo

12 October 2012 and 11 October 2017 46.57 62 500

Claw back rights options 40.00 2 450

Number of options held at 30 June 2017 64 950

During the year under review, Mr Khumalo received a payout of R0.6 million on the exercising of

62 500 options during the course of the year.

Subsequent to year end, Mr Khumalo received a payout of R0.3 million from exercising the balance

of his options at 30 June 2017.

A summary of the options held by executive directors at 30 June 2016 is as follows:

Earliest and latest exercise date

Price per

share in R

Total number

of options

PA Dunne – –

AZ Khumalo

12 October 2012 and 11 October 2017 46.57 125 000

Claw back rights options 40.00 4 901

Number of options held at 30 June 2016 129 901



ANNEXURE

Long-term incentives: details of lock in and incentive mechanism (LIM) shares granted to executive directors

Reward under the LIM is contingent on success. Failure to achieve the performance conditions within

the required period may result in complete loss of potential benefits. Given the long-term nature

of the Northam BEE transaction (10 years, subject to early closure in certain instances), the LIM is

designed to cater for continued incentivisation of management during the term with the majority of

benefits only being realised upon the successful conclusion of the BEE transaction which is expected

to be 18 May 2025.

In addition to being an incentive, the LIM has also been designed to act as a retention tool for

purposes of assisting the group in retaining the skills and expertise of its key management team

throughout the duration of the LIM. The LIM comprises two parts:

• the BEE transaction incentive plan (BIP); and

• the cash incentive bonus in respect of the BEE transaction (CIBB).

Summary of the BEE CPS shares held by executive directors at 30 June 2017:

PA Dunne AZ Khumalo

Balance at 1 July 2016 – –

Shares awarded during the year 1 500 000 700 000

Balance at 30 June 2017 1 500 000 700 000

No payouts or additional amounts were received in terms of the BIP or the CIBB granted to directors

or any other employees during the course of the 2017 financial year.

Ms TE Kgosi

Chairperson

22 September 2017


4 STATED CAPITAL, SHAREHOLDING AND DIRECTORS’ INTEREST

ANNEXURE

STATED CAPITAL

There were no changes during the current financial year, to the authorised or issued stated capital

of the company. The authorised stated capital of the company as at 30 June 2017 amounted to

2 000 000 000 ordinary shares at no par value. The issued stated capital of the company remained

unchanged at 509 781 212 shares.

In terms of the Northam black economic empowerment transaction (BEE transaction) 112 195 122 shares,

equivalent to 22.0% of Northam’s issued stated capital, were allotted and issued to Zambezi Platinum

in May 2015. Zambezi Platinum holds 159 905 453 Northam shares in total. These shares are treated as

treasury shares for accounting purposes.

REPURCHASE OF ISSUED SHARES

At the AGM held on 9 November 2016, shareholders approved a special resolution granting a general

authority for the repurchase of ordinary shares by the company (or any one of its wholly-owned

subsidiaries), subject to the JSE Listings Requirements and the provisions of the Companies Act. No

shares were repurchased in the current or prior year. This general authority is valid until the AGM or for

15 months from the date of the aforementioned resolution whichever period is the shorter. Approval to

renew this general authority will be sought at the AGM to be held on Tuesday, 7 November 2017.

The text of the necessary special resolution, as well as the reasons therefor and the effects thereof,

appear in the notice to which this document is annexed.


DIRECTORS’ INTEREST

According to the information available to the company after reasonable enquiry, the interests of the

directors and their families in the shares of the company at 30 June 2017 were as follows:

Direct beneficial

holding

Indirect beneficial

holdingTotal 2017

Total 2016

PA Dunne 26 050 – 26 050 –

AZ Khumalo** 12 500 – 12 500 7 500

KB Mosehla – 64 000 64 000 64 000

KB Mosehla* – 5 116 974 5 116 974 5 116 974

CK Chabedi* – 204 000 204 000 204 000

TE Kgosi* – 635 000 635 000 635 000

PL Zim* – 17 547 097 17 547 097 17 547 097

38 550 23 567 071 23 605 621 23 574 571

* Pursuant to the Northam BEE transaction, Ms Kgosi, Messrs Chabedi, Mosehla and Zim acquired beneficial interests in the ordinary stated capital of Zambezi Platinum. This resulted in them and their associates acquiring effective interests in Northam shares.

** Mr Khumalo also owned 500 Zambezi Platinum preference shares at 30 June 2017 (2016: 500 Zambezi Platinum preference shares).

Analysis of shareholders at 30 June 2017

Shareholding range

Number of shareholders

2017

Total of shareholding

2017

Percentage holding (%)

2017

1 – 5 000 4 293 3 298 030 0.65

5 001 – 10 100 228 1 692 532 0.33

10 001 – 50 000 331 7 755 452 1.52

50 001 – 100 000 104 7 689 199 1.51

100 001 – 1 000 000 248 78 404 892 15.38

1 000 001 and more 66 410 941 107 80.61

5 270 509 781 212 100.00

4 STATED CAPITAL, SHAREHOLDING AND DIRECTORS’ INTEREST CONTINUED

ANNEXURE


4

Geographical analysis of shareholders

Total shareholding

2017


2017

Australasia 96 927 0.02

Europe and United Kingdom 5 640 752 1.11

North America 29 971 495 5.88

Far East 61 676 0.01

South Africa 467 262 948 91.66

Other 6 747 414 1.32

509 781 212 100.00

Major shareholders

Number of shares

2017


2017

Owner

Zambezi Platinum (RF) Limited 159 905 453 31.37

Fund manager

Coronation Asset Management 144 189 262 28.28

Public Investment Corporation 51 392 191 10.08

Foord Asset Management 22 912 956 4.49

Kagiso Asset Management 21 123 736 4.14

Clients of Allan Gray 16 868 031 3.31

Shareholder spread

Number of shareholders

2017


2017

Public 5 263 68.61

Zambezi Platinum (RF) Limited 1 31.37

Directors 6 0.02

5 270 100.0


5 FINANCIAL ASSISTANCEANNEXURE

Under the Companies Act, inter-group loans; guarantees and other financial assistance require

approval of shareholders by a special resolution.

According to section 45 of the Companies Act, the board may not authorise a company to provide

any financial assistance to a related or interrelated company (which includes a loan by a holding

company to a subsidiary or to a director or prescribed officer of the company) unless the particular

provision of financial assistance is pursuant to a special resolution of the shareholders, adopted

within the previous two years, which approved such assistance either for a specific recipient, or

generally for a category of potential recipients, and the specific recipient falls within that category.

In addition, before authorising any such financial assistance, the board must be satisfied that:

immediately after providing the financial assistance, the company would satisfy the solvency and

liquidity test; and the terms upon which the financial assistance is proposed to be given are fair and

reasonable to the company.

FINANCIAL ASSISTANCE TO SUBSIDIARY COMPANIES

At the date of this report Northam had granted the following financial assistance to its subsidiaries:

Approvedfacility

2017

Changes inthe coming

year 2018

New loanfacility to be

granted 2018Balance

2017

R000 R000 R000 R000

Booysendal Platinum Proprietary Limited* 3 470 000 (3 470 000) – 1 720 088

Booysendal Platinum Proprietary Limited

loan advanced by Khumama Platinum

Proprietary Limited* 3 400 000 (3 400 000) – –

Norplats Properties Proprietary Limited 88 300 50 000 138 300 81 893

Windfall 38 Properties Proprietary Limited* 15 800 (15 800) – 9 689

Mvelaphanda Resources Proprietary Limited 42 000 24 680 66 680 –

Mining Technical Services Proprietary Limited 20 000 50 000 70 000 26 543

Khumama Platinum Proprietary Limited* 1 (1) – –

Total loan facilities 7 036 101 (6 761 121) 274 980 1 838 213

* These loans will no longer be required, as these loans have either been capitalised or are in the process of being capitalised as part of the restructuring of the group.


Approvedfacility

2017


year 2018


granted 2018Balance

2017

R000 R000 R000 R000

Northam Platinum Investments (US) Inc.

and subsidiaries – 25 000 25 000 –

Total loan facilities – 25 000 25 000 –

With the acquisition of the assets and properties of A-1 Specialized Services Inc, announced on

28 July 2017, located in the state of Pennsylvania, United States of America, a number of foreign

subsidiaries are in the process of being incorporated and funding will be required for the operational

requirements during the start-up phase.

Approvedfacility

2016


year 2017


granted 2017Balance

2016

R000 R000 R000 R000

Booysendal Platinum Proprietary Limited 4 970 000 (1 500 000) 3 470 000 2 262 163

Booysendal Platinum Proprietary Limited

loan advanced by Khumama Platinum

Proprietary Limited 3 400 000 – 3 400 000 2 355 843

Norplats Properties Proprietary Limited –

fixed term loan 34 300 – 34 300 24 456

Norplats Properties Proprietary Limited –

general loan 44 000 10 000 54 000 37 724

Windfall 38 Properties Proprietary Limited 15 800 – 15 800 14 590

Mvelaphanda Resources Proprietary Limited 42 000 – 42 000 1 047

Mining Technical Services Proprietary Limited 20 000 – 20 000 15 002

Khumama Platinum Proprietary Limited 1 – 1 1

Total loan facilities 8 526 101 (1 490 000) 7 036 101 4 710 826

5


5 FINANCIAL ASSISTANCE CONTINUED

ANNEXURE

Below are the various guarantees issued together with the additional guarantees which will be tabled

at the forthcoming AGM:

Currentguarantee

2017

Additionalamount to beguaranteed

in the comingyear 2018

Totalguarantee to

be granted2017

R000 R000 R000

Northam Platinum Limited guarantee to Zambezi

Platinum (RF) Limited 7 535 944 – 7 535 944

Booysendal Platinum Proprietary Limited guarantee

to Northam Platinum Limited 3 500 000 – 3 500 000

Khumama Platinum Proprietary Limited guarantee

to Northam Platinum Limited 3 500 000 (3 500 000) –

Northam Platinum Limited subordination agreement

to Mvelaphanda Resources Proprietary Limited 56 680 15 000 71 680

Total guarantee 14 592 624 (3 485 000) 11 107 624

Currentguarantee

2016

Additionalamount to beguaranteed

in the comingyear 2017

Totalguarantee to

be granted2016

R000 R000 R000

Northam Platinum Limited guarantee to Zambezi

Platinum (RF) Limited 7 535 944 – 7 535 944

Booysendal Platinum Proprietary Limited guarantee

to Northam Platinum Limited 3 000 000 500 000 3 500 000

Khumama Platinum Proprietary Limited guarantee

to Northam Platinum Limited 3 000 000 500 000 3 500 000

Northam Platinum Limited subordination agreement

to Mvelaphanda Resources Proprietary Limited 41 680 15 000 56 680

Total guarantee 13 577 624 1 015 000 14 592 624

Northam guaranteed the preference shareholders in Zambezi Platinum that in the event that Zambezi

Platinum does not have the means to settle the liability in 2025, after realising their investment in

Northam. At year end the liability was R8.6 billion and the fair value of the investment in Northam was

R6.4 billion, leaving an exposure under this guarantee at year end of R2.2 billion (2016: R771.0 million).


5

FINANCIAL ASSISTANCE TO SUBSIDIARY COMPANIES CONTINUED

The Booysendal Platinum guarantee, as well as the Khumama Platinum guarantee to Northam, relate

to both the Revolving Credit facility as well as the domestic medium term debt note facility. With the

collapse of Khumama Platinum from the group structure, these guarantees will no longer be required.

ZAMBEZI PLATINUM (RF) LIMITED

Zambezi Platinum is not a subsidiary company but was established as a special purpose vehicle by

Northam, with the principal objective of ensuring BEE compliance.

Zambezi Platinum was incorporated on 2 June 2014. The company was created for the purpose of

assisting Northam to comply with the historically disadvantaged South African (HDSA) ownership

requirements set by the Mining Charter.

Zambezi Platinum holds 159 905 453 Northam shares which amounts to approximately 31.4% of

the total issued ordinary stated capital of Northam.

Zambezi Platinum is a ring-fenced entity created for the specific purpose of raising funds and to

hold Northam shares. As such, Zambezi Platinum will not be conducting any other business activities

until the expiry of the lock-in period (which is 10 years from May 2015). At the end of the 10-year

period, Zambezi Platinum is required to redeem the preference shares with cash or Northam shares.

All amounts payable to the holders of the preference shares are guaranteed by Northam in terms

of the transactional agreements. Further, Northam is required to settle the operational expenses of

Zambezi Platinum, subject to certain limitations.

Zambezi Platinum’s prospects are therefore limited in nature in that they are dependent on the

prospects of Northam and the returns attributable to the preference shares are constant and

fluctuate only in accordance with prevailing interest rates. Various characteristics of the preference

shares, such as the Northam guarantee and redemption payment structure, provide the holders with

additional certainty regarding the recoverability of their dividends and capital.

However, the preference shares retain equity risk as a result of their redemption being ultimately

supported by the value of Northam shares and/or Northam’s ability to continue as a going concern.

The preference shares therefore present their holders with a combination of the risks and rewards

associated with equity and debt instruments.

Northam’s prospects for growth and continued profitability are subject to various external and

internal factors which cannot be accurately predicted, forecasted or controlled by Zambezi Platinum

as an investor in Northam.

The redemption of the preference shares is planned to occur through cash accumulation from

dividends received from Northam, and after the lock-in, the possible sell-off of Northam shares into

the market to realise the capital value, to redeem the preference shares. In the event that this is



ANNEXURE

not sufficient to settle the liability, it will be secured by Northam in terms of a financial guarantee

(Northam guarantee).

Should a liability arise under the Northam guarantee, Northam may settle this liability by

capitalising Zambezi Platinum with cash and/or Northam shares before the redemption amount

becomes due or making payment directly to the preference shareholders. The manner of

settlement is not contractually specified. Therefore, should the Northam share price not increase in

value from the 10-year lock-in period there could be a significant dilution in value for all Northam

shareholders, should additional shares be issued to the preference shareholders.

Included in the financial statements of Northam is a guarantee of R7.5 billion, based on the initial

recognition fair value that was issued based on the above.

During the year, Northam acquired 4 202 454 Zambezi Platinum preference shares in the open market.

BOOYSENDAL PLATINUM PROPRIETARY LIMITED

Northam currently has finance facilities available in the form of a revolving credit facility of R1.0 billion

with Nedbank Limited, and has issued R425.0 million on the debt capital market. Booysendal Platinum

has signed a letter of guarantee with regards to both these facilities.

There is currently also an interest free loan between Northam and Booysendal Platinum, which is

being settled as and when cash is available. Northam is in the process of streamlining the group

structure and will eliminate the intermediate holding company, Khumama Platinum Proprietary

Limited (Khumama Platinum) between Northam and Booysendal Platinum. This process was not

completed by year-end. Subsequent to year-end, Khumama Platinum will be liquidated and the loan

between Northam and Booysendal Platinum will be capitalised.

KHUMAMA PLATINUM PROPRIETARY LIMITED

With the acquisition of the Booysendal mineral rights, the statutory entity Booysendal Platinum

together with its holding company Khumama Platinum were also acquired. A loan was issued to

Booysendal Platinum by Khumama Platinum amounting to R2.4 billion. This loan was interest free

and had no fixed terms of repayment and has remained unchanged for several years. During the

current year, this loan was capitalised in full as part of the clean-up of the group structure.

Khumama Platinum was also a party to the guarantees that have been issued in terms of the

DMTN facility.

The noteholders’ consent to remove Khumama Platinum as a guarantor was obtained.

Khumama Platinum is to all intents and purposes a dormant private company. Khumama Platinum

will be placed in voluntary winding-up in accordance with section 80 of the Companies Act following

the unbundling by Khumama Platinum of its shares in Booysendal Platinum to Northam. Booysendal


5

Platinum will continue as a wholly-owned subsidiary of Northam and a guarantor pursuant to the

amended and restated applicable pricing supplements relating to the issued notes. The amendment

will simplify Northam’s group structure and remove administration costs associated with Khumama

Platinum going forward.

NORPLATS PROPERTIES PROPRIETARY LIMITED – FIXED TERM LOAN

In terms of the agreement with the Nederlandse Financierings Maatschappij voor

Ontwikkelingslanden NV (NFMO), Northam was previously required to fund 30% of house sales

values and debt consolidation amounts, and as such the fixed-term intercompany loan could not

be repaid until such time as the loan from the NFMO was repaid in full. Accordingly, a fixed term

loan facility of R34.3 million, of which R24.4 million was utilised, repayable in September 2026,

was previously granted by Northam to Norplats Properties, at an interest rate of 2.0% below prime.

During the year, the loan outstanding to the NFMO was settled in full and the fixed term loan is

therefore no longer required. The fixed term loan was consolidated with the general loan facility.

NORPLATS PROPERTIES PROPRIETARY LIMITED – GENERAL LOAN (CONSOLIDATED LOAN IN THE CURRENT YEAR)

Norplats Properties is a company which holds and operates one of Zondereinde mine’s employee

home ownership projects (Mojuteng project) in the town of Northam, approximately 22 kilometres

from Zondereinde, assisting Northam to comply with its homeowner strategy.

The general loan accrues no interest and is repayable on demand.

WINDFALL 38 PROPERTIES PROPRIETARY LIMITED

Northam acquired Windfall 38 Properties during the 2010 financial year. In the same year, Windfall

38 Properties purchased certain freehold property for the purposes of the Booysendal mine, at a cost

of R12.9 million. The consideration was funded by a loan from Northam. During the 2012 financial

year further freehold land was purchased at an additional cost of R2.1 million.

The fixed-term loan agreement with Northam incurred an interest rate of 2.0% below prime.

A long-term lease agreement with Booysendal Platinum over the agricultural land was also entered

into. All amounts received in terms of the long-term lease agreement were used as repayments on

the outstanding loan balance. The lease commenced on 1 July 2012 and was planned to terminate

on 30 June 2037. The lease was, however, cancelled during the current year.

Windfall 38 Properties will be liquidated in terms of section 45 of the Income Tax Act, whereby a

company distributes all of its assets to another company that is part of the same group of companies

for tax purposes, in anticipation of its liquidation, winding up or deregistration. Both the properties

and outstanding loan balances will be transferred to Booysendal Platinum. The property transfers

were all concluded subsequent to year-end.



ANNEXURE

MVELAPHANDA RESOURCES PROPRIETARY LIMITED

On 25 September 2014, Northam provided a guarantee to ensure that Mvelaphanda Resources

would meet its financial obligations as and when they fall due as the company’s liabilities exceeded

its assets. The guarantee will remain in full force and effect as long as the liabilities (including

contingent liabilities) exceed its assets, fairly valued, and will lapse forthwith upon the date that the

assets, so valued, exceed its liabilities.

MINING TECHNICAL SERVICES PROPRIETARY LIMITED

Mining Technical Services provides services to the group. These services are charged out to both

Zondereinde and Booysendal operations in December and June of every year. Northam previously

provided a loan to Mining Technical Services for the investment in SSG Holdings Proprietary Limited.

The loan is interest free and has no fixed terms of repayment. However, during the year, repayments

were made on the outstanding balance.

FINANCIAL ASSISTANCE TO EXECUTIVE DIRECTORS AND/OR PRESCRIBED OFFICERS OF THE COMPANY

At the board meeting held in February 2015, the board approved the Northam 2020 accommodation

strategy (accommodation strategy).

One of the funding mechanisms of the accommodation strategy is the provision of a 10-year

interest free loan repayable over a maximum period of 20 years. The loan value is linked to

seniority and is expressed as a percentage of a permissible bonded amount. Repayments are made

through payroll deductions.

Going forward, in order to enable the executive directors and/or prescribed officers to benefit from

the accommodation strategy, it will be necessary to comply with the financial assistance provisions

of the Companies Act. Approval will therefore be sought at the upcoming AGM, to authorise the

company to make loans to executive directors and/or prescribed officers and persons related or

interrelated to them in terms of the accommodation strategy, up to a maximum of R600 000 per

executive director and/or prescribed officer. No individuals other than the executive directors are

considered to be prescribed officers.

SOLVENCY AND LIQUIDITY TEST

Taking into account, the twelve-month cash flow forecasts (including the letter of support/guarantees

issued), the board has assessed that the various statutory entities will continue as going concerns for

the foreseeable future.

The company therefore believes that it has satisfied the solvency and liquidity test, as contemplated

in section 45 of the Companies Act and detailed in section 4 of the Companies Act, and determined

that post such assistance the company was solvent and liquid and the terms under which this

assistance was provided were fair and reasonable to the company.


6 EVENTS AFTER REPORTING DATEANNEXURE

Subsequent to year-end, an agreement was entered into to purchase a suite of PGM recycling

equipment and the associated premises from A-1 Specialized Services Inc., a recycler of PGMs.

The business is located in the state of Pennsylvania, United States of America. The total value of the

transaction amounts to USD10.7 million in cash.

In addition to the above, the section 102 Ministerial Consent relating to the approval for the

purchase of the Tumela block mineral resources from Anglo American Platinum Limited for

R1.0 billion was obtained.

Apart from these transactions, there have been no other events subsequent to the year-end, which

require additional disclosure or adjustment to the financial statements.


NOTES


NOTES


ADMINISTRATION AND CONTACT INFORMATION

NORTHAM PLATINUM LIMITED(Registration number

1977/003282/06)

JSE share code: NHM ISIN

code: ZAE000030912

Debt issuer code: NHMI

Bond code: NHM002

Bond ISIN: ZAG000129024

Bond code: NHM003

Bond ISIN: ZAG000129032

REGISTERED OFFICEBuilding 4, 1st Floor

Maxwell Office Park

Magwa Crescent West

Waterfall City

Jukskei View, 2090

South Africa

PO Box 412694

Craighall, 2024

South Africa

Telephone: +27 11 759 6000

Facsimile: +27 11 325 4795

WEBSITEwww.northam.co.za

COMPANY SECRETARYPB Beale

Building 4, 1st Floor

Maxwell Office Park

Magwa Crescent West

Waterfall City

Jukskei View, 2090

South Africa

e-mail:

[email protected]

BANKERSStandard Bank of

South Africa Limited

30 Baker Street

Rosebank, 2196

South Africa

PO Box 61029

Marshalltown, 2107

South Africa

AUDITORSErnst and Young Inc.

102 Rivonia Road

Sandton, 2146

South Africa

Private Bag X14

Sandton, 2146

South Africa

TRANSFER SECRETARIESComputershare Investor Services

Proprietary Limited

Rosebank Towers

15 Biermann Avenue

Rosebank, 2196

South Africa

PO Box 61051

Marshalltown, 2107

South Africa

Telephone: +27 11 370 5000

Fax: +27 11 688 5238

e-mail:

[email protected]

SPONSOR AND DEBT SPONSOROne Capital

17 Fricker Road

Illovo, 2196

South Africa

PO Box 784573

Sandton, 2146

South Africa

INVESTOR RELATIONSLC van Schalkwyk

Telephone: +27 11 759 6000

e-mail:

[email protected]

R&A Strategic Communications

PO Box 1457

Parklands, 2121

South Africa

Telephone: +27 11 880 3924

e-mail: [email protected]

www.northam.co.za

Documents

smart platinum mining - Integrated Reportnortham.integrated-report.com/2017/download/NHM-NOM17.pdfThe audit and risk committee has evaluated the performance of Ernst & Young Inc. and