Sibanye Stillwater : Minutes of the Annual General Meeting of Members held on Tuesday, 24 May 2022

SIBANYE STILLWATER LIMITED

Registration Number: 2014/243852/06

("The Company/ Sibanye")

(Incorporated in the Republic of South Africa)

MINUTES OF THE ANNUAL GENERAL MEETING ("AGM") OF MEMBERS HELD BY ELECTRONICAL

COMMUNICATION ON TUESDAY, 24 MAY 2022 AT 09:00

1. WELCOME:
   The Chairman of the Company, Dr TV Maphai, presided over the meeting and welcomed all to the Company's AGM for the year ended 31 December 2021.
2. QUORUM:
   A quorum being present, the Chairman declared the meeting duly constituted.
3. PRESENTATION OF THE ANNUAL FINANCIAL STATEMENTS AND REPORTS:
   The consolidated audited annual financial statements of the Company and its subsidiaries, including the external auditors', Audit Committee's and directors' reports for the year ended 31 December 2021, which had been approved and signed by the Board and circulated to members, were presented to the members for noting.
4. SOCIAL, ETHICS AND SUSTAINABILITY COMMITTEE:
   Mr Vilakazi, the Chairman of the Social, Ethics and Sustainability Committee provided the report of the Committee and noted that the Committee is pleased to report to all stakeholders of the Company that it has fulfilled its mandate as prescribed by the Companies Regulations to the Companies Act and that there were no instances of material non-compliance to disclose.
5. RE-APPOINTMENTOF AUDITORS (Ordinary resolution no.1):
   RESOLVED that Ernst & Young Inc., upon the recommendation of the current Audit Committee of the Company, be re-appointed as the auditors of the Company until the conclusion of the next AGM and the appointment of Lance Tomlinson as the Designated Individual Partner until the conclusion of the next AGM.
6. DIRECTORATE:
   6.1 Ordinary resolution no. 2:

RESOLVED that Neal J Froneman, who was appointed to the Board on 24 February 2020 and who retires in terms of the Company's Memorandum of Incorporation and who is eligible and available for election, is elected as a director of the Company.

1. Ordinary resolution no. 3:
   RESOLVED that Susan C van der Merwe, who was appointed to the Board on 24 February 2020 and who retires in terms of the Company's Memorandum of
   Incorporation and who is eligible and available for election, is elected as a director of the Company.
2. Ordinary resolution no. 4:
   RESOLVED that Savannah N Danson, who was appointed to the Board on 24 February 2020 and who retires in terms of the Company's Memorandum of Incorporation and who is eligible and available for election, is elected as a director of the Company.
3. Ordinary resolution no. 5:
   RESOLVED that Harry JR Kenyon-Slaney, who was appointed to the Board on 24 February 2020 and who retires in terms of the Company's Memorandum of Incorporation, and who is eligible and available for re-election, is elected as a director of the Company

7. RE- ELECTION OF THE AUDIT COMMITTEE MEMBERS:

1. Ordinary resolution no. 6:
   RESOLVED that Mr Keith A Rayner is elected as a member and the Chair of the Audit Committee with effect from the end of this AGM, in terms of section 94(2) of the Act.
2. Ordinary resolution no. 7:
   RESOLVED that Timothy J Cumming is elected as a member of the Audit Committee with effect from the end of this AGM, in terms of section 94(2) of the Act.
3. Ordinary resolution no. 8:
   RESOLVED that Ms Savannah N Danson be elected as a member of the Audit Committee with effect from the end of this AGM, in terms of section 94(2) of the Act.

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1. 1. Ordinary resolution no. 9:
      RESOLVED that Mr Richard P Menell is elected as a member of the Audit Committee with effect from the end of this AGM, in terms of section 94(2) of the Act.
   2. Ordinary resolution no. 10:
      RESOLVED that Mr Nkosemntu G Nika is elected as a member of the Audit Committee with effect from the end of this AGM, in terms of section 94(2) of the Act.
   3. Ordinary resolution no. 11:
      RESOLVED that Ms Susan C van der Merwe is elected as a member of the Audit Committee with effect from the end of this AGM, in terms of section 94(2) of the Act.
   4. Ordinary resolution no. 12:
      RESOLVED that Ms Sindiswa V Zilwa is elected as a member of the Audit Committee with effect from the end of this AGM, in terms of section 94(2) of the Act.
2. APPROVAL FOR THE ISSUE OF AUTHORISED BUT UNISSUED ORDINARY SHARES: (Ordinary resolution no. 13):
   RESOLVED that, as required by the Company's Memorandum of Incorporation and subject to the provisions of section 41 of the Act and the requirements of any recognised stock exchange on which the shares (whether in the form of ordinary shares or American depositary shares) in the capital of the Company may from time to time be listed, the directors are authorised, as they in their discretion think fit, to allot and issue, or grant options over, a maximum number of 141,489,474 (one hundred forty-one million four hundred eighty-nine thousand four hundred seventy-four) ordinary shares, representing a maximum of 5% (five per cent) of the number of ordinary shares in the issued share capital of the Company as at the date of the notice of the AGM (for which purposes any ordinary shares already approved to be allotted and issued by the Company in terms of any share plan or incentive scheme for the benefit of employees shall be excluded), such authority to remain in force until the next AGM of the Company.
3. ISSUING EQUITY SECURITIES FOR CASH(Ordinary resolution no. 14)
   RESOLVED that, subject to the passing of ordinary resolution number 13, the Directors of the Company are hereby authorised, until the forthcoming AGM of the Company whereupon this authority shall lapse unless it is renewed at the aforementioned AGM, provided that it shall not extend beyond 15 (fifteen) months of the date of this AGM), to allot and issue ordinary shares (including options and securities convertible into ordinary shares) (equity securities) for cash subject to the JSE Listings Requirements and the Act on the following basis:

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1. The allotment and issue of equity securities for cash shall be made only to persons qualifying as public shareholders as defined in the JSE Listings Requirements;
2. Equity securities which are the subject of issues for cash:
3. 1. in the aggregate in any one financial year may not exceed 5% (five per cent) of the Company's relevant number of ordinary shares in issue of that class as at the date of the notice of the AGM, such number being 141,489,474 (one hundred forty-one million four hundred eighty-nine thousand four hundred seventy-four) ordinary shares in the Company's issued share capital as at the date of this notice of AGM being 22 April 2022;
   2. any equity securities issued under the authority during the period contemplated above must be deducted from such number in the preceding bullet (i);
   3. in the event of a sub-division or consolidation of issued equity securities during the period contemplated above, the existing authority must be adjusted accordingly to represent the same allocation ratio; and
   4. of a particular class, will be aggregated with any securities that are compulsorily convertible into securities of that class, and, in the case of the issue of compulsorily convertible securities, aggregated with the securities of that class into which they are compulsorily convertible;

1. The maximum discount at which any ordinary shares may be issued is 10% (ten per cent) of the weighted average traded price on the JSE of such equity securities over the 30 (thirty) business days prior to the date that the price of the issue is determined or agreed by the Directors of the Company;
2. After the Company has issued ordinary shares for cash which represent, on a cumulative basis within the period contemplated above, five (5) or more per cent of the number of equity securities of that class in issue prior to that issue, the Company shall publish an announcement containing full details of the issue in accordance with paragraph 11.22 of the JSE Listings Requirements; and
3. The ordinary shares which are the subject of the issue for cash are 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.

In terms of the JSE Listings Requirements, a 75% (seventy-five per cent) majority is required of entitled votes cast in favour of such ordinary resolution by all ordinary shareholders participating or represented by proxy at the AGM convened to approve the above

resolution.

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1. ADVISORY ENDORSEMENT OF THE COMPANY'S REMUNERATION POLICY: (Ordinary resolution no. 15)
   RESOLVED that, the Company's remuneration policy, as set out in the Remuneration report of the Integrated Annual Report 2021, be and is hereby endorsed by way of a non-binding advisory vote.
2. ADVISORY ENDORSEMENT OF THE COMPANY'S REMUNERATION IMPLEMENTATION REPORT: (Ordinary resolution no. 16)
   RESOLVED that, the Company's remuneration implementation report, as set out in the
   Remuneration report of the Integrated Annual Report 2021, be and is hereby endorsed by way of a non-binding advisory vote. The necessary consultation process will take place with the dissenting shareholders, who voted against the resolution, as outlined in the remuneration policy. The manner of such engagement will be communicated in due course.
3. APPROVAL FOR THE REMUNERATION OF NON-EXECUTIVE DIRECTORS (Special resolution no. 1):
   RESOLVED that in terms of section 66(9) of the Act, the following remuneration, quoted exclusive of VAT and to which VAT at the applicable rate will be added, where applicable, shall be payable to non-executive directors of the company with effect from
   1 June 2022 in respect of their services as directors:

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