African Rainbow Minerals : 2021 Notice to Shareholders

Notice to shareholders

Contents

		1	Notice of annual general meeting
Notice and
12	Résumés
proxy
		14	Annexures
		15	Form of proxy
		16	Notes to the form of proxy

		18	Commitment to good governance
Governance	20	Board of directors

22 Report of the audit and risk

Reportscommittee

25 Report of the social and ethics committee chairman

1. Summarised remuneration report

1. Summarised directors' report

Summarised 65	Introduction to the summarised
consolidated		consolidated financial statements
financial	66	Summarised consolidated
statements
	financial statements

100 Contact details

Information available on our website

Information available elsewhere in this report

• Copyright and trademarks are owned by the Institute of Directors in South Africa NPC and all its rights are reserved.

All monetary values in this report are in South African rand unless otherwise stated. Rounding may result in computational discrepancies on management and operational review tabulations.

All photographs were taken prior to the onset of Covid-19

and thus may include people without masks.

For a glossary of terms, refer to the ESG report.

Notice of annual general meeting

African Rainbow Minerals Limited

(Incorporated in the Republic of South Africa) (Registration number 1933/004580/06)

JSE share code: ARI

A2X share code: ARI

ISIN: ZAE000054045 ("ARM" or the "company")

Notice is hereby given that the 88th annual general meeting of shareholders of the company will, subject to any cancellation, postponement or adjournment, be held on Thursday, 2 December 2021 at 13:00 South African time, for the following business to be transacted and to consider and, if deemed fit, approve, with or without modification, the resolutions set out below.

In light of the ongoing Covid-19 pandemic in South Africa, the board of directors of ARM ("the board") has, in the interest of the company's stakeholders and their wellbeing, authorised that the AGM be held by way of electronic participation only and not by way of a physical meeting, in accordance with the provisions of section 63(2) of the Companies Act 71 of 2008 (as amended) ("the Companies Act") and the JSE Listings Requirements, as read with the company's memorandum of incorporation. Please refer to the section of this notice titled "Electronic participation by shareholders" for more details.

The record date for the purposes of section 59(1)(a) of the Companies Act for shareholders to be entitled to receive the notice of annual general meeting is Friday, 8 October 2021.

The record date for the purposes of section 59(1)(b) of the Companies Act for shareholders to be recorded as such in the register maintained by the transfer secretaries of the company to be entitled to participate in and vote at the annual general meeting is Friday,

26 November 2021 ("voting record date"). The last day to trade in the company's shares to be recorded as a shareholder by the voting record date is Tuesday,

23 November 2021.

Presentation of financial statements

To present the annual financial statements of the group and company for the financial year ended 30 June 2021 ("annual financial statements"), including the directors', audit and risk committee and independent auditor's reports. The 2021 annual financial statements are available on the company's website: www.arm.co.za. Refer to page 65 for the summarised consolidated financial statements.

Social and ethics committee report

To present the report of the social and ethics committee, which is included in the company's 2021 environment, social and governance report ("ESG report"), in terms of regulation 43(5)(c) of the Companies Regulations, 2011 promulgated in terms of the Companies Act.

The 2021 ESG report is available on the company's website: www.arm.co.za. Refer to page 25 for the social and ethics committee chairman's report.

Re-election of non-executive directors

Ordinary resolutions numbers 1-4 are proposed to re-elect directors who retire by rotation as non-executive directors in line with the provisions of the company's memorandum of incorporation and who, being eligible, offer themselves for re-election. Their résumés appear on page 12 of this notice. The board recommends the re-election of these directors.

Ordinary resolution number 1

- Re-election of Mr F Abbott

1 "Resolved that Mr F Abbott, who retires by rotation in terms of the company's memorandum of incorporation and who is eligible and available for re-election, be and is hereby re-elected as a director of the company."

Resolution approval threshold

For this resolution to be approved, the support of a majority of the votes cast by shareholders present or represented by proxy at the annual general meeting is required.

Ordinary resolution number 2

- Re-election of Mr WM Gule

2 "Resolved that Mr WM Gule, who retires by rotation in terms of the company's memorandum of incorporation and who is eligible and available for re-election, be and is hereby re-elected as a director of the company."

Resolution approval threshold

For this resolution to be approved, the support of

a majority of the votes cast by shareholders present or represented by proxy at the annual general meeting is required.

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Notice of annual general meeting continued

Ordinary resolution number 3

- Re-election of Mr AK Maditsi

3 "Resolved that Mr AK Maditsi, who retires by rotation in terms of the company's memorandum of incorporation and who is eligible and available for re-election, be and is hereby re-elected as a director of the company."

Resolution approval threshold

For this resolution to be approved, the support of a majority of the votes cast by shareholders present or represented by proxy at the annual general meeting is required.

Audit and risk committee members

Resolution approval threshold

For this resolution to be approved, the support of a majority of the votes cast by shareholders present or represented by proxy at the annual general meeting is required.

Ordinary resolution number 4

- Re-election of Mr DC Noko

4 "Resolved that Mr DC Noko, who retires by rotation in terms of the company's memorandum of incorporation and who is eligible and available for re-election, be and is hereby re-elected as a director of the company."

Resolution approval threshold

For this resolution to be approved, the support of a majority of the votes cast by shareholders present or represented by proxy at the annual general meeting is required.

Reappointment of external auditor and designated auditor

Ordinary resolution number 5

- Reappointment of external auditor and designated auditor

Ordinary resolution number 5 is proposed to approve the reappointment of Ernst & Young Inc. as the external auditor of the company and of Mr PD Grobbelaar as the person designated to act on behalf of the external auditor for the financial year ending 30 June 2022, to remain in office until the conclusion of the next annual general meeting.

5 "Resolved that the reappointment of Ernst & Young Inc. as the external auditor of the company be and is hereby approved and that Mr PD Grobbelaar be and is hereby reappointed as the person designated to act on behalf of the external auditor for the financial year ending 30 June 2022, to remain in office until the conclusion of the next annual general meeting."

Ordinary resolution number 6

- Election of audit and risk committee members

Ordinary resolution number 6 is proposed to elect audit and risk committee members in terms of section 94(2) of the Companies Act and the King IV Report on Corporate Governance™ for South Africa 2016 ("King IV") as more fully explained in the annexure to this notice on page 14. The résumés of those independent non-executive directors offering themselves for election as members of the audit and risk committee are included on pages 12 and 13 of this notice.

6 "Resolved that the shareholders elect, each by way of a separate vote, the following independent non-executive directors, as members of the audit and risk committee, with effect from the end of this annual general meeting:

• 1. Mr TA Boardman (chairman)
  2. Mr F Abbott*
  3. Mr AD Botha
  4. Mr AK Maditsi*
  5. Ms PJ Mnisi
  6. Dr RV Simelane."
• Subject to their re-election as directors pursuant to ordinary resolution numbers 1 and 3 (as applicable).

Resolution approval threshold

For each of these resolutions to be approved, the support of a majority of the votes cast by shareholders present or represented by proxy at the annual general meeting is required.

Remuneration policy

Ordinary resolution number 7

- Non-binding advisory vote on the

company's remuneration policy

Ordinary resolution number 7 is proposed for the purpose set out in the annexure on page 14 of this notice.

2 African Rainbow Minerals

7 "Resolved that the shareholders hereby endorse, by way of a non-binding advisory vote, the company's remuneration policy, as set out in the remuneration report contained in the 2021 ESG report."

Resolution approval threshold

Should 25% or more of the votes cast on this resolution be against this ordinary resolution, the company undertakes to engage with shareholders on the reasons for that outcome, and to appropriately address legitimate and reasonable objections and concerns raised.

Remuneration implementation report

Ordinary resolution number 8

• Non-bindingadvisory vote on the company's remuneration implementation

report

Ordinary resolution number 8 is proposed for the purpose set out in the annexure on page 14 of this notice.

8 "Resolved that the shareholders hereby endorse, by way of a non-binding advisory vote, the company's remuneration implementation report, as set out in the 2021 ESG report."

Resolution approval threshold

Should 25% or more of the votes cast on this resolution be against this ordinary resolution, the company undertakes to engage with shareholders on the reasons for that outcome, and to appropriately address legitimate and reasonable objections and concerns raised.

General authority to allot and issue shares for cash

Ordinary resolution number 9

• Placing control of authorised but unissued company shares in the hands of the board

9 "Resolved that, as a separate and additional authority from that referred to in ordinary resolution number 10, subject to compliance with the provisions of the Companies Act and the JSE Listings Requirements and in terms of article 4.2.1.2 of the company's memorandum of incorporation, the board, in addition to any authority it may have in terms of any of the

company's share or employee incentive schemes, be and is hereby authorised, on such terms and conditions and for such purposes as the board may in its sole discretion deem fit, to allot and issue, or grant options over, the authorised but unissued shares (or securities) in the share capital of the company representing not more than 5% (five percent) of the number of shares in the issued share capital of the company as at the date of this notice of annual general meeting, such authority to remain in force until the earlier of the next annual general meeting or for 15 (fifteen) months from the date on which this resolution is passed."

Reason for and effect of ordinary resolution number 9

The reason for and effect of ordinary resolution number 9 is to seek a general authority and approval for the board to allot and issue, or grant options over, the authorised but unissued shares (or securities) in the share capital of the company, up to 5% (five percent) of the number of shares in the issued share capital of the company as at the date of this notice of annual general meeting, as the board in its discretion deems fit, to enable the company to take advantage of business opportunities that might arise.

Resolution approval threshold

For this resolution to be approved, the support of a majority of the votes cast by shareholders present or represented by proxy at the annual general meeting is required.

Ordinary resolution number 10

- General authority to allot and issue shares for cash

10 "Resolved, as a separate and additional authority from that referred to in ordinary resolution number 9, that the board be and is hereby authorised as a general authority to allot and issue the authorised but unissued shares in the share capital of the company (including the grant or issue of options or convertible securities that are convertible into an existing class of equity securities) for cash on a non-pro rata basis on such terms and conditions as the board may, from time to time in its sole discretion, deem fit subject to the Companies Act and the JSE Listings Requirements, provided that:

1. the equity securities that are the subject of the issue for cash must be of a class already in issue or, where this is not the case, must be limited to such securities or rights that are convertible into a class already in issue;

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