Notice is hereby given to shareholders of Sibanye Stillwater Limited (Sibanye-Stillwater or the Company)(Shareholders), that the annual general meeting (AGM) of Sibanye-Stillwater for the year ended 31 December 2025, will be held on Thursday, 28 May 2026 at 14:00 (CAT), entirely by electronic communication, to:
- deal with such business as may lawfully be dealt with at the AGM
- consider and, if deemed fit, pass, with or without modification, the ordinary and special resolutions set out hereunder in the manner required by the Company’s memorandum of incorporation (MOI), by the South African Companies Act (Act No.71 of 2008), as amended (the Act), as read with the Listings Requirements of the JSE Limited (JSE Listings Requirements) and other stock exchanges on which the Company’s ordinary shares (whether in the form of ordinary shares or American depositary shares)(Shares) are listed.
Please note that, in terms of section 63(1) of the Act, AGM participants (including proxies) are required to provide appropriate identification if they wish to participate in, or vote at, the AGM (as more fully detailed in this notice of the AGM (Notice of AGM)). Acceptable forms of identification for this virtual AGM include certified copies of valid identity documents, driver’s licences and passports.
Meeting materials
Record dates, proxies and voting
In terms of section 59(1)(a) and (b) of the Act as read with the JSE Listings Requirements, the board of directors of Sibanye-Stillwater (the Board) has set the following record dates for determining which Shareholders are entitled to:
- receive the Notice of AGM (being the date on which a Shareholder must be registered in the Company’s securities register in order to receive the Notice of AGM) as being Friday, 17 April 2026
- participate in and vote at the AGM (being the date on which a Shareholder must be registered in the Company’s securities register in order to participate in and vote at the AGM) as being Friday, 22 May 2026: and
- the last day to trade to be eligible to vote (i.e. the final date on which shareholders must own shares to still be entitled to vote) is Tuesday 19 May 2026.
Shareholders who have not dematerialised their Shares or who have dematerialised their Shares with “own-name” registration, and who are entitled to attend, participate in and vote at the AGM, are entitled to appoint a proxy to attend, speak and vote in their stead. A proxy need not be a shareholder. In order to assist with the timeous verification of the identity of shareholders and their proxies, forms of proxy are ideally required to be forwarded so as to reach the meeting scrutineers in South Africa, The Meeting Specialist Proprietary Limited (TMS), by no later than 09:00 (CAT) on Tuesday, 26 May 2026.
Shareholders that have not dematerialised their Shares or who have dematerialised their Shares with “own name” registration but do not email forms of proxy to TMS within the requisite time, are still entitled to lodge their form of proxy at any time before such Shareholder’s rights are exercised at the AGM, by emailing their forms of proxy to proxy@tmsmeetings.co.za.
Shareholders who have dematerialised their Shares, other than those Shareholders who have dematerialised their Shares with “own-name” registration, should give voting instructions to their Central Securities Depository Participant (CSDP) or broker, in the agreed-upon manner and time frame, and to obtain the required letter of representation to do so from their CSDP or broker.
Every Shareholder participating or represented by proxy or by letter of representation and entitled to vote shall be entitled to one vote for every Share held on a poll.
Electronic particIpation
The AGM will be conducted entirely by electronic communication as contemplated in section 63(2)(b) of the Act as read with the MOI, and not in person. Shareholders can access the meeting platform by contacting TMS at proxy@tmsmeetings.co.za. As part of the registration process, a unique meeting ID, username and password will be sent either via SMS or email to each shareholder who has pre-registered and is entitled to participate at the AGM.
The electronic meeting facilities will permit all participants at the AGM to communicate concurrently, without an intermediary, and to participate reasonably effectively in the AGM. Electronic voting will, therefore, be the only method of voting at the AGM.
Shareholders or their proxies who wish to participate at the AGM are required to complete the Electronic Participation Application Form attached hereto and email same to TMS at proxy@tmsmeetings.co.za as soon as possible, but ideally by no later than 09:00 (CAT) on Tuesday, 26 May 2026. Dematerialised Shareholders need to attach their Letter of Representation obtained from the CSDP or broker. TMS will verify the details and will reply to the Shareholder via email. Shareholders or their proxies are advised to check their spam folder too to ensure that they do not miss the reply. Please note that Shareholders or their proxies will be required to upload the documents listed in the paragraph below titled “Identification” in order to register and be verified for the AGM.
TMS will assist Shareholders or their proxies with the requirements for participation in and/or voting at the AGM. TMS is further obliged to validate each such Shareholder’s entitlement to participate in and/or vote at the AGM, before providing him or her with the necessary means to access the AGM and/or the associated voting platform. Shareholders participating at the AGM are liable for their own network charges in relation to electronic participation in and/or voting at the AGM. Any such charges will not be for the account of Sibanye-Stillwater, and/or TMS.
Neither Sibanye-Stillwater nor TMS can be held accountable in the case of any loss liability, cost, expense, damage, penalty or claim arising in any way from using the electronic participation facilities including, without limitation, any malfunctioning or other failure in the case of loss of network connectivity or other network failure due to insufficient airtime, internet connectivity, internet bandwidth and/or power outages which prevents any such Shareholder from participating in and/or voting at the AGM.
As required in terms of section 63(1) of the Act, before any person may attend or participate in the AGM, that person must present reasonably satisfactory identification and the Chairperson of the AGM (the Chair) must be reasonably satisfied that the right of that person to participate and vote, either as a shareholder or as a proxy of a Shareholder, has been reasonably verified. In order to comply with the verification procedure set out in section 63(1) of the Act, Shareholders wishing to participate in and/or vote at the AGM are required to effect electronic participation compliance as detailed above. This will include providing one of the following forms of identification as applicable:
- Shareholders or their proxies who are natural persons, a valid identity document, driver’s licence or passport
- Shareholders or their proxies who are juristic persons, a copy of a resolution passed by the company/trust which resolution must set out the identity of the natural person who is authorised to represent the Shareholder at the AGM and a copy of the valid identity document, driver’s licence or passport of the natural person so authorised
- Dematerialised Shareholders without “own name” registration, a copy of the letter of representation provided by your CSDP or broker in terms of the agreement entered into between such Shareholders and their CSDP or broker which shall contain the identity number of the beneficial owner of the Shares and a valid identity document, driver’s licence or passport
Any Shareholder or their proxy that does not send an Electronic Participation Application Form by 09:00 (CAT) on Tuesday, 26 May 2026, may still participate at the AGM by emailing the Participation Application Form at any time before such Shareholders rights are exercised at the AGM. However, for the purpose of effective administration, Shareholders and their proxies are strongly urged to send the Electronic application form by 09:00 (CAT) on Tuesday, 26 May 2026 as you must be verified and registered before the commencement of the AGM in order for you to participate and/or vote at the AGM.
All persons at the AGM will be able to communicate concurrently with one another without an intermediary and to participate reasonably effectively in the meeting. Voting of Shares will be possible via electronic communication.
Shareholders who have been verified will receive a Zoom link to attend the AGM. By clicking on the link, Shareholders will have access to the AGM webinar. The webinar will be opened to Shareholders two minutes before the AGM is scheduled to begin. Written questions can be typed by accessing the “Q & A” tab at the bottom of the screen. Alternatively, the Shareholder can click on the “Raise hand” icon at the bottom of the screen to address the AGM verbally. Once the Chair identifies the shareholder, the moderator will send a prompt to the Shareholder to unmute the microphone. Once the Shareholder clicks on the prompt, they will be unmuted and able to ask their questions verbally.
A separate voting link will be sent to the Shareholder via SMS and e-mail 30 minutes before the AGM begins and Shareholders will be able to cast their votes as soon as the link is received by clicking on the link. Shareholder will be able to access the voting platform by clicking on the “Vote Now” link. Shareholders will notice that the voting platform contains all the resolutions which have been published in the Notice of AGM, with the votes automatically defaulted to ‘Abstained’. Shareholders may vote on all the resolutions simultaneously by defaulting all their votes as either “For” or “Against” or keeping it as an “Abstained” vote and then clicking on the submit button on the bottom of the electronic ballot form.
The Chair will open voting on the resolutions at the start of the AGM. Once the voting has opened, voting can be performed at any time during the AGM until the Chair closes the voting. In terms of clause 18.23 of the MOI, voting at the AGM is by way of a show of hands, unless certain categories of people demand a poll, one of whom is the Chair. As it will not be possible for votes to be taken by a show of hands, the Chair will demand a poll on the resolutions at the start of the AGM.
Shareholder representatives registered for the AGM as contemplated above who wish to participate in and/or vote at the AGM will be required to access the meeting platform by clicking on the link in the email invitation that you will receive from TMS.
Shareholders or their proxies are invited to submit their questions in advance of the AGM by sending an email to the Company Secretary: lerato.matlosa@sibanyestillwater.com by Tuesday, 26 May 2026. Additionally, an online platform will be available to enable Shareholders or their proxies to ask questions virtually (verbally or by messaging) during the AGM.
The provisions of this “Electronic Participation” section, in particular the procedures and action to be taken by Shareholders in order to participate in the AGM, apply equally to Shareholders and their representatives and/or proxies (if any).
An active internet connection is required to participate in and/or vote at the AGM, including submission of questions and viewing the AGM proceedings. It is the responsibility of each Shareholder or their proxy participating at the AGM to ensure that (i) they remain connected for the duration of the AGM, (ii) they have the latest internet browser installed; and (iii) their device is up to date with the latest software release. Shareholders or their proxies participating at the AGM are liable for their own network charges in relation to electronic participation in and/or voting at the AGM. Any such charges will not be for the account of Sibanye-Stillwater or TMS.
The AGM is a statutory meeting of shareholders of the Company. Only shareholders recorded in the Company’s securities register on the record date, or their duly appointed proxies, are entitled to participate in proceedings, ask questions and vote at the AGM, in accordance with the Act and the Company’s MOI. Guests who wish to attend the AGM are required to contact TMS via email at proxy@tmsmeetings.co.za as soon as possible but no later than 09:00 (CAT) on Tuesday, 26 May 2026.
Visitors/guests (as opposed to Shareholders or proxies) are present as observers and will not be able to vote or ask questions during the meeting. The Company remains committed to transparent and constructive engagement with all stakeholders. Accordingly, questions from non‑shareholders relating to the Company’s business, sustainability matters or published reports may be submitted outside of the AGM through the Company’s established stakeholder and investor engagement channels, details of which are available on the Company’s website and to lerato.matlosa@sibanystillwater.com. These questions will be responded to in writing.
Historical notices and voting results
2025
- Results of the Sibanye-Stillwater 2025 Annual General Meeting
- Minutes of the Annual General Meeting held Thursday 29 May, 2025
- Notice of Annual General Meeting and Summarised Financial Statements 2024
