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Dealings in securities by Directors and the Company Secretary of ARM

11 December 2017

Equity settlement of Bonus Shares and Performance Shares

A. In terms of paragraphs 3.63 to 3.66 of the Listings Requirements of the JSE Limited (the Listings Requirements), the following information is provided regarding the equity settlement of Bonus Shares and Performance Shares by ARM to the undermentioned Directors and Company Secretary of ARM. These awards were made in terms of The African Rainbow Minerals Limited 2008 Share Plan and were approved by the ARM’s Board of Directors on recommendation of the Remuneration Committee. The calculation for the equity settlement of these shares is based upon the closing ARM share price of R 117.54 on Friday, 17 November 2017.

1. Bonus Shares  
Date of transaction 8 December 2017
Nature of transaction Equity settlement of Bonus Shares in terms of The African Rainbow Minerals Limited 2008 Share Plan in off-market transactions
Date of grant 17 November 2014
Vesting date 20 November 2017
Class of securities Ordinary shares
Extent of interest Direct, beneficial

Name Designation Number of
Bonus
Shares settled
Gross Value
(before tax liability)
R
PT Motsepe Executive Chairman 27 141 3 190 153,14
MP Schmidt Chief Executive Officer 18 461 2 169 905,94
M Arnold Financial Director 9 003 1 058 212,62
HL Mkatshana Executive Director 3 261 383 297,94
AJ Wilkens Executive Director 12 312 1 447 152,48
AN D’Oyley Company Secretary 1 257 147 747,78

2. Performance Shares  
Date of transaction 8 December 2017
Nature of transaction Equity settlement of Performance Shares in terms of The African Rainbow Minerals Limited 2008 Share Plan in off-market transactions
Date of award 17 November 2014
Vesting date 20 November 2017
Class of securities Ordinary shares
Extent of interest Direct, beneficial

Name Designation Number of
Bonus
Shares settled
Gross Value
(before tax liability)
R
PT Motsepe Executive Chairman 58 600 6 887 844,00
MP Schmidt Chief Executive Officer 48 776 5 733 131,04
M Arnold Financial Director 23 709 2 786 755,86
HL Mkatshana Executive Director 15 739 1 849 962,06
AJ Wilkens Executive Director 30 850 3 626 109,00
AN D’Oyley Company Secretary 2 946 346 272,84

The Board of Directors of ARM, on the recommendation of the Remuneration Committee, granted the necessary authority to settle these Bonus Shares and Performance Shares in terms of paragraph 3.66 of the Listings Requirements.

Transfer of shares

B. In terms of paragraphs 3.63 to 3.66 of the Listings Requirements, the following information is provided regarding the election by the Executive Chairman, Mr Patrice Motsepe, to transfer his shares acquired by subscription as described in “A” above to African Rainbow Minerals & Exploration Investments Proprietary Limited (“ARMI”). The shares of ARMI are indirectly held and beneficially owned by trusts, which trusts, with the exception of The Motsepe Foundation, hold those shares for the benefit of Mr Patrice Motsepe and his immediate family. The Motsepe Foundation applies the benefits emanating from its indirect shareholding in ARMI for philanthropic purposes. The requisite clearances and approvals for this transaction have been obtained in compliance with the Securities Dealing Policies and Procedures of ARM.

Date of transaction 8 December 2017
Nature of transaction

Transfer of shares to the Motsepe Family Structure with no change in beneficial ownership
Deemed price of
securities transferred
Closing price of R 117.54 on Friday, 17 November 2017
Class of securities Ordinary shares
Nature of interest Indirect, beneficial
Clearance to deal Yes

Name Designation Number of Ordinary shares transferred Total value (before tax liability) of shares transferred
R
PT Motsepe Executive Chairman 85 741 10 077 997,14

Deferred Bonus/Co-investment Scheme

Equity settlement of Bonus Shares and Performance Shares

C. In terms of paragraphs 3.63 to 3.66 of the Listings Requirements, the following information is provided regarding the equity settlement of Bonus Shares and Performance Shares by ARM to the undermentioned Directors of ARM. These awards were made in terms of The African Rainbow Minerals Limited 2008 Share Plan and in terms of ARM’s Deferred Bonus/Co-investment Scheme approved by ARM’s Board of Directors on the recommendation of the Remuneration Committee. The calculation for the equity settlement of these shares is based upon the closing ARM share price of R 121.88 on Tuesday, 21 November 2017.

1. Bonus Shares  
Date of transaction 8 December 2017
Nature of transaction Equity settlement of Bonus Shares in terms of The African Rainbow Minerals Limited 2008 Share Plan in off-market transactions
Date of grant 21 November 2014
Vesting date 22 November 2017
Class of securities Ordinary shares
Extent of interest Direct, beneficial

Name Designation Number of
Bonus
Shares settled
Gross Value
(before tax liability)
R
PT Motsepe Executive Chairman 18 908 2 304 507,04
AJ Wilkens Executive Director 12 523 1 526 303,24

2. Performance Shares  
Date of transaction 8 December 2017
Nature of transaction Equity settlement of Performance Shares in terms of The African Rainbow Minerals Limited 2008 Share Plan in off-market transactions
Vesting date 22 November 2017
Class of securities Ordinary shares
Extent of interest Direct, beneficial

Name Designation Number of
Performance
Shares settled
Gross Value
(before tax liability)
R
PT Motsepe Executive Chairman 18 908 2 304 507,04
AJ Wilkens Executive Director 12 523 1 526 303,24

The Board of Directors of ARM, on the recommendation of the Remuneration Committee, granted the necessary authority to settle these Bonus Shares and Performance Shares in terms of paragraph 3.66 of the Listings Requirements.

Transfer of shares

D. In terms of paragraphs 3.63 to 3.66 of the Listings Requirements, the following information is provided regarding the election by the Executive Chairman, Mr Patrice Motsepe, to transfer his shares acquired by subscription as described in “C” above to African Rainbow Minerals & Exploration Investments Proprietary Limited (“ARMI”). The shares of ARMI are indirectly held and beneficially owned by trusts, which trusts, with the exception of the Motsepe Foundation, hold those shares for the benefit of Mr Patrice Motsepe and his immediate family. The Motsepe Foundation applies the benefits emanating from its indirect shareholding in ARMI for philanthropic purposes. The requisite clearances and approvals for this transaction have been obtained in compliance with the Securities Dealing Policies and Procedures of ARM.

Date of transaction 8 December 2017
Nature of transaction Transfer of shares to the Motsepe Family Structure with no change in beneficial ownership
Deemed price of
securities transferred
Closing price of R 121.88 on Tuesday, 21 November 2017
Class of securities Ordinary shares
Nature of interest Indirect, beneficial
Clearance to deal Yes

Name Designation Number of Ordinary shares transferred Total value (before tax liability) of shares transferred
R
PT Motsepe Executive Chairman 37 816 4 609 014,08

Award of Performance Shares

E. In terms of paragraphs 3.63 to 3.66 of the Listings Requirements, the following information is provided regarding the award to and acceptance by the undermentioned Director of ARM of Performance Shares in ARM. This award is made in terms of The African Rainbow Minerals Limited 2008 Share Plan and on recommendation of the Remuneration Committee, approved by ARM’s Board of Directors. The calculation of this award is based upon the volume weighted average price of the ARM shares for the 20 trading days ended 8 December 2017, which was R119.51.


Performance Shares  
Date of transaction 11 December 2017
Nature of transaction Award and acceptance of Performance Shares in terms of The African Rainbow Minerals Limited 2008 Share Plan in an off-market transaction
Vesting date for settlement 12 December 2020
Class of securities Ordinary shares
Extent of interest Direct, beneficial

Name Designation Number of
Performance
Shares*
Value
R
AM Mukhuba Financial Director 18 644 R2 228 144,44

*The vesting of the Performance Shares is conditional on performance criteria and continued employment with ARM and where applicable, the reasons for the cessation of such employment.

The Board of Directors of ARM, on the recommendation of the Remuneration Committee, granted the necessary authority to award these Performance Shares in terms of paragraph 3.66 of the Listings Requirements.

Sandton
11 December 2017

Sponsor to ARM:
Deutsche Securities (SA) Proprietary Limited

Investor Relations

Jongisa Magagula
Head of Investor Relations and Corporate Development

Tel: +27 (0) 11 779 1300
E-mail: jongisa.magagula@arm.co.za



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