Notes: January 14, 2020 -- The SGL Board is proposing a Scheme of Arrangement under Section 114 of the Companies Act between SGL and the SGL Shareholders in order to create a more efficient corporate structure and to facilitate SGL's growth strategy by reorganising its operations under a new parent company, Sibanye-Stillwater. If the Scheme becomes unconditional and is implemented, subject to the provisions of this prospectus, (i) Sibanye-Stillwater will acquire all of the Scheme Shares (including the SGL Shares represented by the SGL ADSs) from the Scheme Participants, with each Scheme Participant receiving a Scheme Consideration of one (1) Sibanye-Stillwater Share for each SGL Share held by a Scheme Participant (including the SGL Shares represented by the SGL ADSs), with no entitlement to cash; (ii) the ADS Depositary will separately call for the surrender of all outstanding SGL ADSs (each representing four (4) SGL Shares) on a mandatory basis and, upon the surrender of the SGL ADSs, the ADS Depositary will separately deliver, on a one-for-one basis, Sibanye-Stillwater ADSs (each representing four (4) Sibanye-Stillwater Shares), resulting in each former SGL ADS Holder receiving one (1) Sibanye-Stillwater ADS for each SGL ADS, with no entitlement to cash; (iii) Sibanye-Stillwater will hold all of the issued SGL Shares; (iv) SGL will become a wholly-owned subsidiary of Sibanye-Stillwater; and (v) the Sibanye-Stillwater Shares will be listed on the Main Board of the JSE; (vi) the Scheme Participants will become Sibanye-Stillwater Shareholders and former SGL ADS Holders will become Sibanye-Stillwater ADS Holders; (vii); the SGL Shares will thereafter be delisted from the Main Board of the JSE; (viii) the Sibanye-Stillwater ADSs will be listed on the NYSE, subject to the NYSE's approval; and (ix) the SGL ADSs will be delisted from the NYSE. The Sibanye-Stillwater Shares and the Sibanye-Stillwater ADSs are not currently listed on any securities exchange. If the Scheme becomes unconditional and is implemented, the Sibanye-Stillwater Shares will be listed on the Main Board of the JSE under the ticker symbol "SSW". In addition, the Sibanye-Stillwater ADSs will be listed on the NYSE under the ticker symbol "SBSW", subject to the NYSE's approval.