IMPALA PLATINUM HOLDINGS LIMITED - Annual General18 Oct 2023
Annual General Meeting on 30 October 2023  
Important Information

IMPALA PLATINUM HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1957/001979/06)
JSE share code: IMP
ISIN: ZAE000083648
ADR code: IMPUY
(Implats or the Company)


ANNUAL GENERAL MEETING ON 30 OCTOBER 2023  IMPORTANT INFORMATION


1.     INTRODUCTION

       (a)     Implats refers to the notice of 2 October 2023 (Notice) convening its annual general
               meeting of shareholders, to be held on Monday, 30 October 2023 (AGM).

       (b)     It has come to Implats' attention that there is uncertainty related to the ambit of
               proposed resolution 7, namely "Special resolution number 2: Authority to provide
               financial assistance" as set out in the Notice. The purpose of this announcement is
               to provide further information to shareholders in relation thereto.

2.     AUTHORITY TO PROVIDE FINANCIAL ASSISTANCE

       (a)     As part of the normal day-to-day operations of Implats, its subsidiaries and
               associates, Implats is required to provide direct or indirect financial assistance in
               various forms, inter alia in the form of inter-company loans and the subscription for
               securities to be issued by Implats or related and inter-related companies or
               (specifically to allow participation in long-term share schemes) for the purchase of
               securities of Implats or related and inter-related companies as contemplated in
               sections 44 and 45 of the Companies Act, 2008. For this reason, and to ensure the
               Company has the necessary shareholder authority in place to authorise and provide
               such financial assistance as and when required, for the past number of years the
               Implats board has recommended that shareholders adopt the requisite special
               resolutions authorising Implats to do so.

       (b)     In prior years, the board recommended such a resolution authorising financial
               assistance only to subsidiaries and related or inter-related entities (both present
               and future), and to participants in long-term share schemes.

       (c)     For the AGM, the board has recommended a broader category of recipients, as set
               out in the Notice. The proposed resolution includes an authorisation for financial
               assistance to any other person approved by the board for purposes of or in
               connection with securities of Implats or any related or inter-related entity to be
               issued or acquired. It has been brought to Implats' attention that shareholders may
               perceive this as being broader than what they have approved in the past.

       (d)     The reason this broader category of recipients was identified for approval at the
               AGM is to accommodate Implats providing financial assistance as part of the broad-
               based empowerment structure to be implemented following Implats' acquisition of
               Royal Bafokeng Platinum Limited (RBPlat), the details of which were announced
               on 31 May 2023 (the Proposed Empowerment Transaction), where not all
              recipients of financial assistance will be subsidiaries and related or inter-related
              entities to Implats.

       (e)    Shareholders will be aware that the Proposed Empowerment Transaction includes:

              (i)      The creation of a community share ownership trust (CSOT) across both
                       Impala Platinum Limited (Impala), a subsidiary of Implats, and Impala
                       Bafokeng Resources Proprietary Limited (IBR), the erstwhile RBPlat
                       subsidiary, holding a 4% equity interest for the benefit of host communities

              (ii)     The option to replace the RBPlat employee share ownership plan with an
                       employee share ownership trust (ESOT), holding a 4% equity interest in IBR

              (iii)    The introduction of a strategic empowerment partner, the Siyanda
                       Consortium, which will acquire a 5% equity interest across both Impala and
                       IBR through a special purpose investment vehicle (Siyanda SPIV)

              (iv)     Funding the CSOT and ESOT through interest-free vendor funding, with the
                       dividends received used to repay debt, implement community socio-
                       economic initiatives (CSOT) and pay employee beneficiaries (ESOT)

              (v)      Funding the Siyanda SPIV shareholding through a combination of equity
                       from Siyanda Resources Proprietary Limited and debt funding on
                       commercial terms from third-parties and from Implats and subsidiaries of
                       Implats, with the majority of dividends used to repay debt and a trickle
                       dividend flowing to the Siyanda SPIV beneficiaries

              The implementation of the Proposed Empowerment Transaction will be supported
              by Implats, subject to relevant commercial and governance considerations.

       (f)    The CSOT, ESOT and Siyanda SPIV (all of which will benefit from financial
              assistance as envisaged in section 44 and/or 45 of the Companies Act, 2008) are
              not subsidiaries of Implats. For Implats and its subsidiaries and related and inter-
              related entities to support and implement the Proposed Empowerment Transaction,
              a broader category of recipients of financial assistance must be approved, hence
              the proposed wording of special resolution number 2. More details regarding the
              terms of such financial assistance will be made available and announced as and
              when the Proposed Empowerment Transaction is finalised.


18 October 2023
Illovo, Johannesburg


Ends

Queries:

Johan Theron
E-mail: johan.theron@implats.co.za
T: +27 (0) 11 731 9013
M: +27 (0) 82 809 0166

Emma Townshend
E-mail: emma.townshend@implats.co.za
T : +27 (0) 21 794 8345
M : +27 (0) 82 415 3770
                                                                                     
Alice Lourens
E-mail: alice.lourens@implats.co.za
T: +27 (0) 11 731 9033
M: +27 (0) 82 498 3608

Sponsor to Implats
Nedbank Corporate and Investment Banking, a division of Nedbank Limited


                                                                   
Date: 18-10-2023 08:00:00
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