Sibanye Stillwater : Market release, Proposed Odd-lot Offer, as Specific Offer, distribution of the Circular and Notice of the General Meeting

The Board of directors of Sibanye-Stillwater ('Board') wishes to make an offer to certain holders of Sibanye-Stillwater ordinary shares, via an Odd-lot offer ('Odd-lot Offer') to holders of fewer than 100 Sibanye-Stillwater Shares ('Odd-lot Holders') and a specific repurchase in terms of the Listings Requirements of the JSE Limited ('JSE') and the Companies Act, 2008 ('Specific Offer') to holders of 100 Sibanye-Stillwater Shares or more but equal to or fewer than 400 Sibanye-Stillwater Shares ('Specific Holders'), (collectively, 'Offers').

As at 30 September 2020, Sibanye-Stillwater had approximately 30,000 ordinary shareholders, which reflects nearly a 60% increase in the total number of Sibanye-Stillwater shareholders ('Shareholders') compared to the period prior to the acquisition by Sibanye Gold Limited of the entire issued share capital of Lonmin Plc on 10 June 2019. The aggregate shareholding in Sibanye-Stillwater of Shareholders who own fewer than 400 ordinary shares in Sibanye-Stillwater ('Sibanye-Stillwater Shares') represents approximately 50% of the number of total Shareholders and 0.05% of all Sibanye-Stillwater Shares in issue.

Shareholders are therefore advised of the Company's intention to implement an Odd-lot Offer and a Specific Offer to Odd-lot Holders and Specific Holders, respectively (collectively, 'Offer Holders').

Sibanye-Stillwater has thus decided to proceed with the implementation of the Offers which will result in the repurchase by the Company of the Sibanye-Stillwater Shares from the Offer Holders at an offer price determined as outlined in paragraph 4.3 below ('Offer Price'), subject to approval by Shareholders at a general meeting of Sibanye-Stillwater to be held on 1 December 2020 ('General Meeting').

The Rationale

The Offers will provide Offer Holders with the ability to dispose of their Sibanye-Stillwater Shares which are subject to the Offers ('Offer Holdings') on an efficient basis and also provide liquidity for those Offer Holders who elect not to retain their Offer Holdings or, subject to amending the Memorandum of Incorporation of the Company ('MOI'), Odd-lot Holders who do not make an election in which case such Odd-lot Holders will be deemed to have agreed to dispose of their Sibanye-Stillwater Shares ('Odd-lot Holdings'). Odd-lot Holders can elect to retain their Odd-lot Holdings. The Specific Holders are required to elect to sell their Sibanye-Stillwater Shares ('Specific Holdings'), and where no such election is made, the Specific Holdings will remain unchanged.

For Sibanye-Stillwater, the Offers will, inter alia, reduce the complexity and cost of managing a significantly larger Shareholder base.

Amendments to MOI

The Board further proposes to make amendments to the Company's MOI in order to (i) obtain authority to make and implement the Odd-lot Offer as outlined in detail in the circular to Shareholders ('Circular'), to expropriate Sibanye-Stillwater Shares from Shareholders in certain circumstances, including most notably the ability to make expropriation a default action for those Odd-lot Holders who have not made an election, and who will be deemed to have accepted the Odd-lot Offer and (ii) to allow for the provision by the Company of electronic notices to the Shareholders.

Contact:

James Wellsted

Tel: [phone]

Email: [e-mail]

Web: www.sibanyestillwater.com

FORWARD LOOKING STATEMENTS

The information in this announcement may contain forward-looking statements within the meaning of the 'safe harbour' provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements, including, among others, those relating to Sibanye Stillwater Limited's ('Sibanye-Stillwater' or the 'Group') financial positions, business strategies, plans and objectives of management for future operations, are necessarily estimates reflecting the best judgment of the senior management and directors of Sibanye-Stillwater.

All statements other than statements of historical facts included in this announcement may be forward-looking statements. Forward-looking statements also often use words such as 'will', 'forecast', 'potential', 'estimate', 'expect' and words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances and should be considered in light of various important factors, including those set forth in this disclaimer. Readers are cautioned not to place undue reliance on such statements.

The important factors that could cause Sibanye-Stillwater's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, our future business prospects; financial positions; debt position and our ability to reduce debt leverage; business, political and social conditions in the United States, South Africa, Zimbabwe and elsewhere; plans and objectives of management for future operations; our ability to obtain the benefits of any streaming arrangements or pipeline financing; our ability to service our bond instruments; changes in assumptions underlying Sibanye-Stillwater's estimation of their current mineral reserves and resources; the ability to achieve anticipated efficiencies and other cost savings in connection with past, ongoing and future acquisitions, as well as at existing operations; our ability to achieve steady state production at the Blitz project; the success of Sibanye-Stillwater's business strategy; exploration and development activities; the ability of Sibanye-Stillwater to comply with requirements that they operate in a sustainable manner; changes in the market price of gold, PGMs and/or uranium; the occurrence of hazards associated with underground and surface gold, PGMs and uranium mining; the occurrence of labour disruptions and industrial action; the availability, terms and deployment of capital or credit; changes in relevant government regulations, particularly environmental, tax, health and safety regulations and new legislation affecting water, mining, mineral rights and business ownership, including any interpretations thereof which may be subject to dispute; the outcome and consequence of any potential or pending litigation or regulatory proceedings or other environmental, health and safety issues; power disruptions, constraints and cost increases; supply chain shortages and increases in the price of production inputs; fluctuations in exchange rates, currency devaluations, inflation and other macro-economic monetary policies; the occurrence of temporary stoppages of mines for safety incidents and unplanned maintenance; the ability to hire and retain senior management or sufficient technically skilled employees, as well as their ability to achieve sufficient representation of historically disadvantaged South Africans in management positions; failure of information technology and communications systems; the adequacy of insurance coverage; any social unrest, sickness or natural or man-made disaster at informal settlements in the vicinity of some of Sibanye-Stillwater's operations and the impact of HIV, tuberculosis and the spread of other contagious diseases, such as coronavirus ('COVID-19'). Further details of potential risks and uncertainties affecting Sibanye-Stillwater are described in Sibanye-Stillwater's filings with the Johannesburg Stock Exchange and the United States Securities and Exchange Commission.

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