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SIBANYE STILLWATER LIMITED - Results of the Sibanye-Stillwater Annual General Meeting

Release Date: 24/05/2022 17:05
Code(s): SSW     PDF:  
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Results of the Sibanye-Stillwater Annual General Meeting

Sibanye Stillwater Limited
Incorporated in the Republic of South Africa
Registration number 2014/243852/06
Share codes: SSW (JSE) and SBSW (NYSE)
ISIN – ZAE000259701
Issuer code: SSW
(“Sibanye-Stillwater” or “the Group” or “the Company”)

Results of the Sibanye-Stillwater Annual General Meeting

Johannesburg, 24 May 2022. Sibanye-Stillwater (Tickers JSE: SSW and NYSE: SBSW) advises
shareholders that all resolutions, except Ordinary resolution number 16 (*for more details,
refer to information below the table), were passed by the requisite majority at the Group's
Annual General Meeting (the AGM) held by way of utilising electronic communication and
electronic platforms at 09:00 (CAT) this morning. In accordance with recommended practice, a
poll was conducted on each resolution during the meeting.

The number of shares voted in    person or by proxy was 2 293 903 355 representing 81.06% of
Sibanye-Stillwater’s 2 829 789   481 total ordinary shares in issue. The resolutions proposed
at the AGM and the percentage    of shares voted for and against each resolution, as well as
those which abstained, are set   out below:

Resolution                   % of votes      % of votes        Number of        % of         % of
                                for the         against     shares voted      Shares       Shares
                             resolution             the                     voted (2)   abstained
                                       (1)   resolution                                        (2)
Ordinary Resolution 1 –      99.93%          0.07%         2 289 359 269   80.90%       0.16
Re-appointment of auditors
and Designated Individual
Ordinary Resolution 2 –      99.87%          0.13%         2 288 657 381   80.88%       0.19
Re-election of a director:
NJ Froneman

Ordinary Resolution 3 –      99.00%          1.00%         2 288 708 930   80.88%       0.18
Re-election of a director:
SC van der Merwe

Ordinary Resolution 4 –      98.93%          1.07%         2 288 657 850   80.88%       0.19
Re-election of a director:
SN Danson

Ordinary Resolution 5 –      99.43%          0.57%         2 288 647 174   80.88%       0.19
Re-election of a director:
HJR Kenyon-Slaney

Ordinary Resolution 6 –      98.52%          1.48%         2 288 511 897   80.87%       0.19
Election of a member and
Chair of the Audit
Committee: KA Rayner
Ordinary Resolution 7 –      96.90%          3.10%         2 287 138 136   80.82%       0.24
Election of a member of
the Audit Committee: TJ
Ordinary Resolution 8 –      99.59%          0.41%         2 288 567 553   80.87%       0.19
Election of a member of
the Audit Committee: SN
Ordinary Resolution 9 –      96.48%          3.52%         2 288 499 437   80.87%       0.19
Election of a member of
the Audit Committee: RP

Ordinary Resolution 10 –     97.40%          2.60%         2 288 410 697    80.87%      0.19
Election of a member of
the Audit Committee: NG
Ordinary Resolution 11 –     96.79%          3.21%         2 288 443 453    80.87%      0.19
Election of a member of
the Audit Committee: SC
van der Merwe
Ordinary Resolution 12 –     98.81%          1.19%         2 288 346 357    80.87%      0.20
Re-election of a member of
the Audit Committee: SV
Ordinary Resolution 13 –     84.11%          15.89%         2 287 546 263   80.84       0.22
Approval for the issue of
authorised but unissued
ordinary shares
Ordinary Resolution 14 –     85.31%          14.69%        2 287 094 271    80.82       0.24
Issuing equity securities
for cash

Ordinary Resolution 15 –     78.67%          21.33%        2 278 520 571    80.52       0.54
Non-binding advisory vote
on Remuneration Policy

Ordinary Resolution 16 –     73.44%          26.56%        2 282 096 024    80.65       0.42
Non-binding advisory vote
on Remuneration
Implementation Report*
Special Resolution 1 –       94.98%          5.02%         2 286 054 731    80.79       0.28
Approval for the
remuneration of non-
executive directors
Special Resolution 2 –       97.03%          2.97%         2 285 896 046    80.78       0.28
Approval for a per diem

Special Resolution 3 –       96.90%          3.10%         2 283 685 897    80.70       0.36
Approval for the Company
to grant financial
assistance in terms of
sections 44 and 45 of the

Special Resolution 4 –       81.03%          18.97%        2 288 468 007    80.87       0.19
Approval for the
acquisition of the
Company’s own shares

(1) The shares voted disclosed as a percentage in relation to the total number of shares
voted at the meeting.
(2) The shares voted or abstained disclosed as a percentage in relation to the total
issued share capital.

*Engagement with Shareholders regarding Sibanye-Stillwater’s Implementation report (Ordinary
resolution 16):

Due to more than 25% of the voting rights exercised voted against the company’s
implementation report, shareholders are hereby invited, in line with the King IV Report on
Corporate Governance for South Africa, 2016 and paragraph 3.84(k) of the JSE Listings
Requirements, to raise all concerns and recommendations by email with the company from the
date of this correspondence to 30 June 2022.

The company, through the remuneration committee, will address all legitimate objections and
concerns raised in writing, and if required, engage further with shareholders. Feedback on
the outcome of the process will be reported in terms of the applicable JSE Listing
Requirements .

Shareholders who wish to participate in this process are requested to email the group
company secretary, Lerato Matlosa, via email at up
until Thursday, 30 June 2022.

About Sibanye-Stillwater
Sibanye-Stillwater is a multinational mining and metals Group with a diverse portfolio of
mining and processing operations and projects and investments across five continents. The
Group is also one of the foremost global PGM autocatalytic recyclers and has interests in
leading mine tailings retreatment operations. For more information, visit our website at

Investor relations contact:

James Wellsted
Executive Vice President: Investor Relations and Corporate Affairs
Tel: +27 (0) 83 453 4014

Sponsor: J.P. Morgan Equities South Africa Proprietary Limited


This announcement contains forward-looking statements within the meaning of the “safe harbour”
provisions of the United States Private Securities Litigation Reform Act of 1995. All
statements other than statements of historical fact included in this announcement may be
forward-looking statements. Forward-looking statements may be identified by the use of words
such as “will”, “would”, “expect”, “forecast”, “potential”, “may”, “could”, “believe”, “aim”,
“anticipate”, “target”, “estimate” and words of similar meaning.

These forward-looking statements, including among others, those relating to Sibanye-Stillwater
Limited’s (“Sibanye-Stillwater”) future business prospects, financial positions, production
and operational guidance, climate and ESG-related statements, targets and metrics, plans and
objectives of management for future operations and ability to complete or successfully
integrate ongoing and future acquisitions, are necessarily estimates reflecting the best
judgement of Sibanye-Stillwater’s senior management. Readers are cautioned not to place undue
reliance on such statements. Forward-looking statements involve a number of known and unknown
risks, uncertainties and other factors, many of which are difficult to predict and generally
beyond the control of Sibanye-Stillwater that could cause its actual results and outcomes to
be materially different from historical results or from any future results expressed or
implied by such forward-looking statements. As a consequence, these forward-looking statements
should be considered in light of various important factors, including those set forth in
Sibanye-Stillwater’s 2021 Integrated Annual Report and annual report on Form 20-F filed with
the United States Securities and Exchange Commission on 22 April 2022 (SEC File no. 333-
234096). These forward-looking statements speak only as of the date of this announcement.
Sibanye-Stillwater expressly disclaims any obligation or undertaking to update or revise any
forward-looking statement (except to the extent legally required).


Date: 24-05-2022 05:05:00
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