ROYAL BAFOKENG PLATINUM LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2008/015696/06)
JSE share code: RBP ISIN: ZAE000149936
(“RBPlat” or the “Company”)




RBPLAT RESPONSE TO FIRM INTENTION ANNOUNCEMENT BY NORTHAM PLATINUM HOLDINGS LIMITED (“NORTHAM”)
REGARDING AN OFFER TO ACQUIRE ALL OF THE SHARES OF RBPLAT NOT ALREADY HELD BY NORTHAM


 1.   INTRODUCTION


      Shareholders of RBPlat (“RBPlat Shareholders”) are referred to the firm intention announcement released
      by Northam and Northam Platinum Limited on SENS on 9 November 2022 (the “Firm Intention
      Announcement”) in terms of Regulation 101(4)(a) of the Companies Regulations, 2011 (“Companies
      Regulations”) in relation to Northam’s firm intention to make a general offer (“Offer”) to RBPlat
      Shareholders to acquire all RBPlat shares in issue, excluding RBPlat shares held by Northam and RBPlat’s
      subsidiaries. The purpose of this announcement is to confirm that the Company has received a letter
      communicating Northam’s firm intention to make the Offer (the “Firm Intention Letter”) and to provide
      RBPlat Shareholders with additional information in respect of the Offer, including next steps. This
      announcement by RBPlat does not constitute a firm intention announcement as contemplated in in terms
      of Regulation 101(4)(a) of the Companies Regulations.


 2.   OFFER CIRCULARS


      In accordance with Regulation 102(2)(a) of the Companies Regulations, Northam must post its offer
      circular in respect of the Offer to RBPlat Shareholders (“Northam Offer Circular”). Northam has advised in
      the Firm Intention Announcement that the Northam Offer Circular will be issued by Northam within 20
      business days of the publication of the Firm Intention Announcement, being on or about 7 December
      2022, or such later date as may be approved by the Takeover Regulation Panel (“TRP”).


      Within 20 business days of the Northam Offer Circular being posted to RBPlat Shareholders (or such longer
      period as the TRP many approve), RBPlat is required in terms of Regulation 102(9) of the Companies
      Regulations to post its response circular (“RBPlat Response Circular”).


 3.   INDEPENDENT BOARD AND INDEPENDENT EXPERT


      RBPlat has, as contemplated in Regulation 108 of the Companies Regulations, previously constituted an
      independent board of directors, consisting of Mr. Mark Moffett (Lead Independent and Chair of the
      Independent Board), Ms. Zanele Matlala, Ms. Louisa Stephens, Mr. Peter Ledger, Mr. Mike Rogers and Ms.
      Thoko Mokgosi-Mwantembe (“Independent Board”) to fulfil the role of an “independent board” in relation
      to the mandatory offer by Impala Platinum Limited. The Independent Board will also, subject to
      confirmation by the RBPlat board of directors, constitute the independent board as contemplated in
      Regulation 108 for the purpose of this Offer.




                                                           -1-
      As required by the Companies Regulations, the Independent Board will appoint an independent expert,
      to issue a report on the Offer and to express an opinion on whether the terms and conditions of the Offer
      are fair and reasonable to RBPlat Shareholders. The opinion of the independent expert and the basis for
      its conclusion will be included in the RBPlat Response Circular.


      The Independent Board is considering the Firm Intention Announcement and the Firm Intention Letter. The
      Independent Board does not express any view or recommendation on the merits of the Offer at this stage.
      The opinion of the Independent Board, after taking into consideration the opinion of the Independent
      Expert as discussed above, will be set out in the RBPlat Response Circular.


4.    RESPONSIBILITY STATEMENT


      The Independent Board, individually and collectively, accepts responsibility for the accuracy of the
      information contained in this announcement which relates to RBPlat, and has placed reliance on the
      information pertaining to Northam as presented by Northam in the Firm Intention Announcement. To the
      best of the Independent Board’s knowledge and belief, the information contained in this announcement
      is true and nothing has been omitted which is likely to affect the importance of such information.




Johannesburg
9 November 2022


Lead Corporate & Financial Advisor and Transaction Sponsor to RBPlat
Questco Proprietary Limited


Financial Advisor and JSE Sponsor to RBPlat
Merrill Lynch South Africa Proprietary Limited t/a BofA Securities


Financial Advisor to RBPlat
Rothschild & Co South Africa Proprietary Limited


Legal Advisor to RBPlat
Bowman Gilfillan Inc.


Queries:


Lindiwe Montshiwagae
Email: lindiwe@bafokengplatinum.co.za
Tel: +27 (0)10 590 4510
M: + 27 (0) 82 920 7803


Thandeka Mthembu
Email: thandekam@bafokengplatinum.co.za
Tel: +27 (0) 10 590 4510
M: +27 (0) 72 674 9601