NORTHAM PLATINUM HOLDINGS LIMITED 
Northam Holdings: Mining that matters
Notice of the 2023 Annual General Meeting
Mine to market value chain
The produc�on of Pla�num Group Metals (PGMs) begins with the mining of ore deposits typically containing very low concentra�ons of the metals. Following this, the mined ore passes through five stages of physical and chemical beneficia�on ul�mately producing individual high purity saleable metals.
The first stage of beneficia�on is primary concentra�on in which the concentra�on of PGMs and associated base metals is upgraded through a process of crushing, milling and froth flota�on. The product of this process is primary concentrate. The flota�on process upgrades the concentra�on of PGMs in the ore from between 2 and 5 grams per tonne to between 90 and 150 grams of PGMs per tonne.
The second stage of beneficia�on is smel�ng, in which primary concentrate is dried and heated in a smelter furnace un�l molten, at which point PGMs and associated base metals concentrate into what is termed smelter mate containing between 1 500 and 2 500 grams of PGMs per tonne.
Smelter mate is then fed into the third stage of beneficia�on, which is iron conversion, wherein the addi�on of a silica flux and air drives off iron and sulphur producing convertor mate containing between 3 500 and 5 000 grams of PGMs per tonne.
This is then feed for a base metal refinery, wherein associated base metals are extracted, leaving a high grade precious metal concentrate. This precious metal concentrate contains approximately 500 000 grams per tonne of PGMs. Base metals include nickel, which is extracted as a nickel sulphate salt, and copper which electrowon, produces pure copper plate.
Precious metal concentrate is treated through a precious metal refinery, the fi�h and final stage of beneficia�on, producing individual saleable metals of high purity. Final refined PGMs are produced in various forms for a mul�tude of applica�ons, for example, ingot or sponge.
We sell most of our PGMs through o�ake agreements with a limited number of large customers, with whom we have long-standing associa�ons and rela�onships. Our buyers are mainly industrial companies, who, in the case of the automo�ve sector, are suppliers of catalysts and cataly�c components as opposed to the car manufacturers themselves.
Our chrome product is sold through a single third party via a guaranteed o�ake and security of supply contribu�ons agreement. In addi�on, we have the ability to sell excess metal on the spot market.
The picture on the front cover is of bubbles containing PGMs produced during the flota�on process at the concentrator, which is the first stage of the beneficia�on process.
Northam Platinum Holdings Limited
(Northam Holdings or the company or, together with its subsidiaries, the group) Incorporated in the Republic of South Africa
(Registration number 2020/905346/06) ISIN code: ZAE000298253
JSE share code: NPH
Contents
Notice of the 2023 Annual General Meeting | 2 |
Presentation to shareholders | 5 |
Ordinary resolution numbers 1.1 to 1.3: Retirement and re-election of directors | 6 |
Brief curricula vitae of the directors standing for re-election to the board | 7 |
Ordinary resolution number 2: Re-appointment of the independent external auditors | 8 |
Ordinary resolution numbers 3.1 to 3.3: Election of the members of the audit and risk committee | 9 |
Brief curricula vitae of the directors standing for election to the audit and risk committee | 10 |
Ordinary resolution numbers 4.1 and 4.2: Endorsement of the group remuneration policy and implementation report | 11 |
Special resolution number 1: Approval of non-executive directors' fees | 12 |
Special resolution number 2: Approval of financial assistance in terms of sections 44 and 45 of the Companies Act | 15 |
Special resolution number 3: Approval for general authority to repurchase issued shares | 18 |
Shareholding of Northam Holdings as at 30 June 2023 | 21 |
Summarised audited financial statements | 23 |
Form of proxy | 31 |
Notes to the form of proxy | 33 |
Summary of rights contained in section 58 of the Companies Act | 34 |
Virtual meeting guide for shareholders: How to access the virtual AGM | 35 |
Administration and contact information | 36 |
Northam Holdings Notice of the 2023 Annual General Meeting 1
Notice of the 2023 Annual General Meeting
Notice is hereby given to the shareholders of Northam Holdings (shareholders) recorded in the company's securities register (register) on Friday, 25 August 2023 that the Annual General Meeting (AGM) of the company will be held entirely by electronic communication at 10:00 South African (SA) time on Monday, 30 October 2023, in terms of section 63(2)(a) of the Companies Act, No. 71 of 2008, as amended (the Companies Act), subject to any cancellation, postponement or adjournment, to: (i) consider and, if deemed appropriate, approve with or without modification, the ordinary and special resolutions as set out in this notice of AGM (notice) in the manner required by the Companies Act, as read with the company's memorandum of incorporation (MOI) and the JSE Limited (JSE) Listings Requirements, and (ii) deal with such other business as may lawfully be dealt with at the AGM.
Northam Holdings has determined that the AGM will take place entirely by electronic communication. Accordingly, the AGM will only be accessible electronically, as permitted by the JSE and in accordance with the provisions of the Companies Act and the company's MOI and any reference in this notice to 'present in person or represented by proxy' shall include a reference to a person who is present in person (or participating in the AGM by electronic communication) or represented by proxy (which proxy is present in person or participating in the AGM by electronic communication). The company has retained the services of The Meeting Specialist Proprietary Limited (TMS) to remotely host the AGM on an interactive electronic platform, in order to facilitate remote attendance, participation and voting by shareholders. TMS will also act as scrutineer for purposes of the AGM.
Although voting will be permitted by way of electronic communication, shareholders are encouraged to make use of proxies for purposes of voting at the AGM.
Logistical arrangements regarding the electronic meeting are detailed in the 'Virtual meeting guide for shareholders: How to access the virtual AGM' section of this notice.
If you are in any doubt about the action you should take in relation to this notice, you should consult your broker, central securities depository participant (CSDP), banker, financial adviser, accountant or other professional adviser immediately.
This notice is only available in English.
Copies of this notice may be obtained from the registered office of the company and online at www.northam.co.za.
Included in this document are:
The notice convening the AGM and setting out the ordinary and special resolutions to be proposed at the AGM, with explanatory notes.
Guidance notes in respect of attending the AGM virtually or voting by proxy.
A form of proxy to be completed by registered certificated shareholders and dematerialised shareholders with 'own name' registration only.
Northam Holdings Notice of the 2023 Annual General Meeting 2
Notice of the 2023 Annual General Meeting continued
Important dates
The board of directors of the company (board or directors) has determined, in accordance with, inter alia, section 59(1)(a) and (b) of the Companies Act, the following important dates:
Record date to determine which shareholders are entitled to receive this notice, on | Friday, 25 August 2023 | |
Notice made available on the company's website, on | Friday, 25 August 2023 | |
Distribution of this notice to shareholders, on | Friday, 1 September 2023 | |
Last date to trade in order to be recorded in the register to be able to attend, participate in and vote at the | ||
AGM, on | Tuesday, 17 October 2023 | |
Record date to determine which shareholders are entitled to attend, participate in and vote at the AGM, on | Friday, 20 | October 2023 |
For administrative purposes, forms of proxy to be lodged by 10:00 SA time, on | Thursday, 26 | October 2023 |
AGM to be held at 10:00 SA time, on | Monday, 30 | October 2023 |
Results of the AGM released on SENS, on or about | Monday, 30 | October 2023 |
Purpose of the AGM
The purpose of the AGM is to: (i) present the audited annual financial statements of the company for the financial year ended 30 June 2023 (F2023); (ii) attend to the business as set out in this notice and, if deemed fit, pass, with or without modification, the ordinary and special resolutions set out in this notice; and (iii) attend to any other business as may be attended to at an annual general meeting in terms of the Companies Act and the MOI of the company.
Electronic participation
The AGM will be held entirely by way of electronic communication. Accordingly, the AGM will only be accessible electronically. TMS will assist shareholders with the requirements for electronic attendance, participation in, and voting at the AGM. Shareholders who wish to electronically attend, participate in and/or vote at the AGM are required to contact TMS at proxy@tmsmeetings.co.za or on: +27 84 433 4836 (Farhana Adam), +27 81 711 4255 (Izzy van Schoor) or +27 61 440 0654 (Michael Wenner), as soon as possible, and for administrative purposes, by no later than 10:00 SA time on Thursday, 26 October 2023. Shareholders participating in the AGM by way of electronic communication may still appoint a proxy to vote on their behalf at the AGM.
The costs of participation in the AGM by electronic communication will be for the expense of individual shareholders or their proxies and they will be billed separately by their service providers. Northam Holdings and TMS will not be held liable for any loss, injury, damage, penalty or claim arising from the use of the electronic communication services or any defect in respect thereof or from total or partial failure of the electronic communication services for any reason whatsoever, including loss of network connectivity or other network failure due to, inter alia, insufficient airtime, internet connectivity issues, internet bandwidth limitations and/or power outages which prevent shareholders or their proxies from attending, participating in and/or voting at the AGM.
CSDP
Shareholders who hold dematerialised ordinary shares through a CSDP or broker without 'own name' registration and who wish to attend, participate in or vote at the AGM, by electronic communication, must instruct their CSDP or broker to provide them with the relevant letter of representation. If such shareholders do not wish to attend, participate in and/or vote at the AGM, they must provide their CSDP or broker with their voting instructions in terms of the agreement entered into between the shareholder and the CSDP or broker concerned.
Unless dematerialised shareholders without 'own name' registration advise their CSDP or broker, in terms of the agreement entered into between the shareholder and the CSDP or broker concerned, by the cut-off time stipulated therein, that they wish to attend, participate in and/or vote at the AGM or send a proxy to represent them, the CSDP or broker will assume that the shareholder does not wish to attend, participate in or vote at the AGM or send a proxy.
The company does not accept any responsibility for any failure by the relevant CSDP or broker to adhere to requests from shareholders.
Northam Holdings Notice of the 2023 Annual General Meeting 3
Attachments
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Disclaimer
Northam Platinum Holdings Ltd. published this content on 25 August 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 August 2023 05:23:03 UTC.
