AFRICAN RAINBOW MINERALS LIMITED - Dealing in securities

Dealing in securities

African Rainbow Minerals Limited
(Incorporated in the Republic of South Africa)
(Registration Number 1933/004580/06)
JSE Share code: ARI
ISIN: ZAE000054045
(“ARM” or “the Company”)

DEALING IN SECURITIES

Equity settlement of performance shares

A. In terms of paragraphs 3.63 to 3.66 of the Listings Requirements of
the JSE Limited (“the Listings Requirements”), we provide the following
information regarding the equity settlement of performance shares by
ARM to the undermentioned Executive Directors, Prescribed Officer and
Company Secretary of the Company, and the undermentioned Director of
Two Rivers Platinum Proprietary Limited, a major subsidiary of the
Company.   These awards were 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 for the equity settlement of these shares is based upon the
closing ARM share price of R158.46 on 9 December 2019.


1. Performance shares
Date of transaction               13 December 2019
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                     9 December 2016
Vesting date for settlement       10 December 2019
Class of securities               Ordinary shares
Extent of interest                Direct, beneficial

Name             Designation                    Number of    Gross value
                                              performance    (before tax
                                           shares settled     liability)
                                                                       R
PT Motsepe, Dr   Executive Chairman              244   653    38 767 714
MP Schmidt       Chief Executive Officer         193   452    30 654 404
HL Mkatshana     Executive Director               66   762    10 579 107
A Joubert        Prescribed Officer               76   300    12 090 498
NV Khumalo       Director of Two Rivers           41   571     6 587 341
                 Platinum Proprietary
                 Limited, a major
                 subsidiary of ARM
AJ Wilkens       Prescribed Officer              124 630      19 748 870
AN D’Oyley       Company Secretary                 8 089       1 281 783
The requisite clearances and approvals for this transaction have been
obtained in compliance with the Securities Dealing Policies and
Procedures of ARM and paragraph 3.66 of the Listings Requirements.

The Board of Directors of ARM, on the recommendation of the
Remuneration Committee, granted the necessary authority to settle these
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 of ARM, Dr 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 Dr Patrice Motsepe and his immediate family
(“the Motsepe Family Structure”). 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 and paragraph 3.66 of the
Listings Requirements.

Date of transaction             13 December 2019
Nature of transaction           Off-market transfer of shares to the
                                Motsepe Family Structure with no
                                change in beneficial ownership
Deemed price of securities      Closing price of R158.46 on Monday, 9
transferred                     December 2019
Class of securities             Ordinary shares
Nature of interest              Indirect, beneficial
Clearance to deal               Yes

Name           Designation                   Number of     Total value
                                       Ordinary shares     (before tax
                                           transferred   liability) of
                                                                shares
                                                           transferred
                                                                     R
PT Motsepe, Dr Executive Chairman              244 653      38 767 714

Sandton
17 December 2019

Sponsor to ARM:
Investec Bank Limited

Date: 17-12-2019 05:00:00
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