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Proposed acquisition of Lonmin

DISCLAIMER - IMPORTANT

Recommended all-share offer (the “Offer”) by Sibanye Gold Limited (trading as Sibanye-Stillwater) (“Offeror”) for Lonmin Plc (“Offeree”)

ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY OFFEROR AND/OR OFFEREE RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

THE OFFER CANNOT BE VALIDLY ACCEPTED BY OFFEREE SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF THE OFFER DOCUMENTS FROM THIS WEBSITE.

Access to the Information

Please read this notice carefully - it applies to all persons who view this part of the website and, depending upon who you are and where you live, it may affect your rights. This notice and the Information contained herein may be altered or updated from time to time, and should be read in full carefully each time you visit this part of the website.

Overseas persons

The Information contained herein is not for publication or distribution, directly or indirectly, in or into any jurisdiction where to do so would violate the law of that jurisdiction (a “Restricted Jurisdiction”), and the availability of the Information (and any related offer) to shareholders who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Persons who are not resident in the United Kingdom or the United States should inform themselves of, and observe, any applicable regulatory and legal requirements.

In particular, the Offeror’s shares have not been, and are not intended to be, registered under US Securities Act 1933 (the “Securities Act”), and the Offer will not be made, directly or indirectly, in or into, a Restricted Jurisdiction and the Offer is not capable of acceptance from or within a Restricted Jurisdiction except pursuant to an applicable exemption. The Offeror’s shares are expected to be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof.

The Offer relates to the acquisition of shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement (the “Scheme”) is not subject to proxy solicitation or tender offer rules under the US Exchange Act of 1934 (the “Exchange Act”). Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules.

The financial information included in this disclaimer has been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The Offeror reserves the right to elect, with the consent of the UK Takeover Panel to implement the Offer by way of a takeover offer. In such event, the takeover offer will be made in compliance with all applicable laws and regulations, including the United States tender offer rules, to the extent applicable. Such takeover would be made in the United States by the Offeror and no one else. In addition to any such takeover offer, the Offeror, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, the Offeree’s shares outside such takeover offer during the period in which such takeover offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website: www.londonstockexchange.com.

The Offer may not be downloaded or accessed by any person either in whole of in part from or within a Restricted Jurisdiction or where to do so would or may constitute a breach of any applicable local laws or regulations.

If you are not permitted to view the Information on this website, or viewing the Information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the Information, please exit this web page.

Forward-looking statements

The information (including information incorporated by reference), documents and announcements included in this section of the website 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 the Offeror’s financial position, business strategy, plans and objectives of management for future operations, are necessarily estimates reflecting the best judgment of the senior management and directors of the Offeror. All statements other than statements of historical facts included in any document or announcement included in this section of the website may be forward looking statements. Forward-looking statements also often use words such as “anticipate”, “believe”, “intend”, “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 the Offeror’s actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, economic, business, political and social conditions in the United Kingdom, South Africa, Zimbabwe and elsewhere; changes in assumptions underlying the Offeror’s estimation of its current Mineral Reserves and Resources; the ability to achieve anticipated efficiencies and other cost savings in connection with past and future acquisitions, as well as at existing operations; the success of the Offeror’s business strategy, exploration and development activities; the ability of the Offeror to comply with requirements that it operate in a sustainable manner; changes in the market price of gold, platinum group metals (“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 Offeror’s ability to hire and retain senior management or sufficient technically skilled employees, as well as its ability to achieve sufficient representation of historically disadvantaged South Africans’ in its management positions; failure of the Offeror’s information technology and communications systems; the adequacy of the Offeror’s insurance coverage; any social unrest, sickness or natural or man-made disaster at informal settlements in the vicinity of some of the Offeror’s operations; and the impact of HIV, tuberculosis and other contagious diseases. These forward-looking statements speak only as of the date of the documents or announcements included in this section of the website. The Offeror expressly disclaims any obligation or undertaking to update or revise any forward-looking statement (except to the extent legally required).

Unless expressly stated otherwise, no statement contained or referred to in this section of the website is intended to be a profit forecast.

Responsibility for information

UBS Limited is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK and UBS South Africa (Pty) Ltd is registered with the Financial Services Board in South Africa (collectively “UBS”). UBS is acting as financial adviser to the Offeror and no one else in connection with the Offer and will not be responsible to any anyone other than the Offeror for providing the protections afforded to clients of UBS nor for providing advice in relation to such matters.

HSBC Bank plc (“HSBC”), which is authorised by the Prudential Regulation Authority and regulated in the UK by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively as financial adviser to the Offeror and no one else in connection with the Offer and shall not be responsible to anyone other than the Offeror for providing the protections afforded to clients of HSBC nor for providing advice in connection with the Offer or any matter referred to in the Information.

Qinisele Resources (Pty) Limited (“Qinisele Resources”) is acting exclusively as corporate adviser to the Offeror and no one else in connection with the Offer and shall not be responsible to anyone other than the Offeror for providing the protections afforded to clients of Qinisele Resources nor for providing advice in connection with the Offer or any matter referred to in the Information.

THE DOCUMENTS IN THIS AREA OF THE WEBSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

Confirmation of understanding and acceptance of disclaimer

  • I confirm that I am permitted to proceed to this part of the website and that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this area of the website or parts thereof illegal.
  • I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in this area of the website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.
  • I represent and warrant to the Offeror that I intend to access this area of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities.
  • I agree to be bound by the terms of the notice set out above and I confirm that I am permitted to proceed to this part of the site.
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