Sibanye Stillwater : Company Financial Statements 2019

April 22, 2020 at 04:33 pm IST

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FORWARD-LOOKING STATEMENTS

The information in this report 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 Sibanye Stillwater Limited's and Sibanye Gold Limited's (together referred to as "Sibanye-Stillwater" or the "Group" and individually referred to as the "Company") financial positions, business strategies, plans and objectives of management for future operations, are necessarily estimates reflecting the best judgment of the senior management and directors of Sibanye-Stillwater.

All statements other than statements of historical facts included in this report may be forward-looking statements. Forward- looking statements also often use words such as "will", "forecast", "potential", "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 Sibanye-Stillwater's actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, our future business prospects; financial positions; debt position and our ability to reduce debt leverage; business, political and social conditions in the United States, South Africa, Zimbabwe and elsewhere; plans and objectives of management for future operations; our ability to obtain the benefits of any streaming arrangements or pipeline financing; our ability to service our bond instruments; changes in assumptions underlying Sibanye-Stillwater's estimation of their current mineral reserves and resources; the ability to achieve anticipated efficiencies and other cost savings in connection with past, ongoing and future acquisitions, as well as at existing operations; our ability to achieve steady state production at the Blitz project; the success of Sibanye-Stillwater's business strategy; exploration and development activities; the ability of Sibanye-Stillwater to comply with requirements that they operate in a sustainable manner; changes in the market price of gold, 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 ability to hire and retain senior management or sufficient technically skilled employees, as well as their ability to achieve sufficient representation of historically disadvantaged South Africans in management positions; failure of information technology and communications systems; the adequacy of insurance coverage; any social unrest, sickness or natural or man- made disaster at informal settlements in the vicinity of some of Sibanye-Stillwater's operations; and the impact of HIV, tuberculosis and the spread of other contagious diseases, such as coronavirus ("COVID-19"). Further details of potential risks and uncertainties affecting Sibanye-Stillwater are described in Sibanye-Stillwater's filings with the Johannesburg Stock Exchange and the United States Securities and Exchange Commission, including the Integrated Annual Report 2019 and the Annual Report on Form 20-F for the fiscal year ended 31 December 2019.

These forward-looking statements speak only as of the date of the content. Sibanye-Stillwater expressly disclaims any obligation or undertaking to update or revise any forward-looking statement (except to the extent legally required).

OUR 2019 REPORTS

These reports cover the financial year from 1 January 2019 to 31 December 2019.

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Sibanye Stillwater Limited (Sibanye-Stillwater), a leading international precious metals producer, mining and processing platinum group metals (PGMs) and gold. We have a geographically diverse portfolio of operations and projects in the United States (US) and southern Africa (SA). The Group is domiciled and headquartered in South Africa.

ABOUT OUR REPORTS

The 2019 suite of reports describe Sibanye-Stillwater's progress in delivering on our strategy and related strategic focus areas, and on our purpose and vision to create value, responsibly and sustainably, over the short, medium and long term. The Integrated Report is the primary report in the suite and includes coverage of our performance on environmental, social and governance aspects.

In compiling our suite of reports, we considered and/or complied with the following frameworks, standards, and guidelines, among others:

International Integrated Reporting	Global Reporting Initiative (GRI)	King Report on Corporate Governance
Framework	Standards	for SA, 2016 (King IV)

International Council on Mining	Johannesburg Stock Exchange (JSE)	Companies Act South Africa, 71

and Metals (ICMM)	Listings Requirements	of 2008, as amended

International Financial Reporting	South African Institute of	South African Code for the

Standards (IFRS)	Chartered Accountants Financial	Reporting of Exploration Results,
	Reporting Guides	Mineral Resources and Mineral
		Reserves (SAMREC Code, 2016
		edition)

SUPPORTING FACT SHEETS AND DOCUMENTS AVAILABLE ONLINE INCLUDE:

Care for iMali: Taking care of personal finance
Biomonitoring of rivers and biodiversity
Working together: Good Neighbor Agreement (GNA)
Generating clean energy: Beatrix methane capture and destruction project
Combatting illegal mining
Social and labour plans: Summary of projects in South Africa
Environmental incidents in 2019: Level 3 and higher
GRI Content Index 2019
King IV Disclosure 2019
Definitions of sustainability/ESG indicators

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COMPANY FINANCIAL STATEMENTS 2019

Online

All of our 2019 reports, together with supporting information, are available on our website at: www.sibanyestillwater.com

We welcome your feedback

Your feedback, comments and suggestions help ensure that we cover the issues that matter to you. Please direct your suggestions and comments to:

James Wellsted, Head of Investor Relations at:

ir@sibanyestillwater.com

www.sibanyestillwater.com

CONTENTS

COMPANY FINANCIAL STATEMENTS	Page
Company financial statements of Sibanye Stillwater Limited	1
Company financial statements of Sibanye Gold Limited	18
ANCILLARY INFORMATION
Administration and corporate information	86

Our full set of 2019 reports, produced for the financial year from 1 January 2019 to 31 December 2019, covers Sibanye-Stillwater's progress and achievements in delivering on our strategic objectives and commitment to creating stakeholder value. The company financial statements should be read in conjunction with:

Annual financial report 2019;
Integrated report 2019;
Mineral resources and mineral reserves report 2019; and
Summarised report and notice of annual general meeting 2019.

In addition, a Form 20-F is filed with the United States SEC. In producing this suite of reports and the Form 20-F for 2019, Sibanye-Stillwater has complied with the listings requirements of the exchanges on which we are listed, namely the Johannesburg Stock Exchange (JSE) and the New York Stock Exchange (NYSE).

SIBANYE STILLWATER LIMITED

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CONTENTS

ACCOUNTABILITY

Statement of director's responsibility

Company secretary's confirmation
Audit Committee's report
Directors' report

7 Independent auditor's report

The audited company financial statements of	COMPANY FINANCIAL STATEMENTS
Sibanye Stillwater Limited for the year ended	10	Statement of financial position
31 December 2019 have been prepared by Sibanye-
11	Notes to the annual financial statements
Stillwater's group financial reporting team headed by
Jacques le Roux. This process was supervised by
the Company's CFO, Charl Keyter and authorised for
issue by Sibanye-Stillwater's Board of Directors on
22 April 2020.

No statements of profit or loss, changes in equity and cash flows are presented as the Company did not trade during the current and prior year presented.

SIBANYE STILLWATER LIMITED

STATEMENT OF DIRECTORS' RESPONSIBILITY

for the year ended 31 December 2019

The directors are responsible for the preparation and fair presentation of the annual financial statements of Sibanye Stillwater Limited (the Company), comprising the statement of financial position as at 31 December 2019, and the notes to the annual financial statements which include a summary of significant accounting policies and other explanatory notes, in accordance with International Financial Reporting Standards (IFRS) and the requirements of the Companies Act of South Africa and JSE Listings Requirements, and the Directors' report.

The directors are also responsible for such internal control as the directors determine is necessary to enable the preparation of annual financial statements that are free from material misstatement, whether due to fraud or error, and for maintaining adequate accounting records and an effective system of risk management.

The directors have made an assessment of the ability of the Company to continue as a going concern and have no reason to believe that the Company will not be a going concern in the year ahead.

The auditor is responsible for reporting on whether the annual financial statements are fairly presented in accordance with the applicable financial reporting framework.

The annual financial statements of Sibanye Stillwater Limited, as identified in the first paragraph, were approved by the directors and signed on their behalf by:

Neal Froneman

Chief Executive Officer

Charl Keyter

Chief Financial Officer

22 April 2020

COMPANY SECRETARY'S COMFIRMATION

for the year ended 31 December 2019

In terms of section 88(2)(e) of the Companies Act, as amended, I certify that the Company has lodged with the Companies and Intellectual Property Commission all such returns as are required to be lodged by a public company in terms of the Companies Act, and that all such returns are true, correct and up to date.

Lerato Matlosa

Company Secretary

22 April 2020

SIBANYE STILLWATER LIMITED

AUDIT COMMITTEE'S REPORT

for the year ended 31 December 2019

Sibanye Gold Limited (Sibanye) has exercised the option in terms of section 94(2) of the Companies Act to enable its audit committee (the Audit Committee) to perform the functions required by the Companies Act on behalf of Sibanye Stillwater.

The internal control systems of the Sibanye Stillwater are monitored by internal auditors who report their findings and recommendations to the Audit Committee and to Sibanye senior management. The Audit Committee determines the purpose, authority and responsibility of Sibanye's internal audit function (Internal Audit) in an Internal Audit Charter. The internal audit function is headed by the Sibanye Vice President: Internal Audit, who may be appointed or dismissed by the Audit Committee. The Audit Committee is satisfied that the incumbent Sibanye Vice President: Internal Audit has the requisite skills and experience and that she is supported by a sufficient staff complement with appropriate skills and training.

Sibanye's Internal Audit operates in accordance with the International Standards for the Professional Practice of Internal Auditing as prescribed by the Institute of Internal Auditors. The internal audit activities carried out during the year were identified through a combination of the Sibanye Risk Management framework and the risk-based methodologies adopted by Internal Audit. The Audit Committee approves the annual internal audit assurance plan presented by Internal Audit and monitors progress against the plan.

Internal Audit reports deficiencies to the Audit Committee every quarter together with recommended remedial actions, which are then followed up. Internal Audit provided the Audit Committee with a written report, which assessed as adequate the internal financial controls (SOX controls), IT governance and the risk management process during 2019.

The Audit Committee is responsible for IT governance on behalf of the Sibanye's board of directors and reviews the report of Sibanye's IT Senior Manager at each meeting.

The Audit Committee evaluated the expertise and performance of Sibanye's Chief Financial Officer (CFO) during 2019. It is satisfied that he has the appropriate expertise and experience to carry out his duties as the CFO of the Sibanye Group, and is supported by qualified and competent senior staff.

Auditor independence

The Audit Committee is also responsible for determining that the external audit firm and designated individual audit partner have the necessary independence, experience, qualifications and skills, and that audit and other fees are reviewed and approved.

The Audit Committee has reviewed and assessed the independence of the external auditor, and has confirmed in writing that the criteria for independence, as set out in the rules of the Independent Regulatory Board for Auditors, the Public Company Accounting Oversight Board, and other relevant international bodies, have been followed. The Audit Committee is satisfied that Ernst & Young Inc. is independent of the Company.

Audit Committee statement

Based on information from, and discussions with, Sibanye's management and external auditors, the Audit Committee has no reason to believe that there were any material breakdowns in the design and operating effectiveness of internal financial controls of Sibanye Stillwater Limited, during the year and that the financial records may be relied upon as the basis for preparation of the Sibanye Stillwater Limited's financial statements.

During this process, the Audit Committee:

evaluated significant judgments and reporting decisions;
determined that the going-concern basis of reporting is appropriate;
evaluated the material factors and risks that could impact on the annual financial statements;
evaluated the completeness of the financial disclosures; and
discussed the treatment of significant and unusual transactions with Sibanye's management and the external auditors.

The Audit Committee considers that these annual financial statements comply in all material respects with the statutory requirements of the various regulations governing disclosure and reporting of the annual financial statements and that the annual financial statements comply in all material respects with IFRS and the requirements of the Companies Act.

Keith Rayner CA(SA)

Chairman: Audit Committee

22 April 2020

SIBANYE STILLWATER LIMITED

DIRECTORS' REPORT

for the year ended 31 December 2019

The directors present their report for the year ended 31 December 2019.

1. Nature of business

The Company is an investment holding company, which has not yet commenced trading.

The date of incorporation was 7 November 2014.

The Company changed its name during the prior period from Sibanye Resources Proprietary Limited to Sibanye Stillwater Limited.

The change in the Company's nature from a private company to a public company became effective on 6 July 2018.

2. Financial results and dividends

The Company's business and operations and the results thereof are reflected in the accompanying annual financial statements. No dividends have been declared during the year and none are recommended (2018: Rnil).

On 24 February 2020, Sibanye Gold Limited (trading as Sibanye-Stillwater) and Sibanye Stillwater Limited implemented a scheme of arrangement to reorganise Sibanye Gold Limited's operations under a new parent company, Sibanye Stillwater Limited. These historical annual financial statements are those of Sibanye Stillwater Limited's business as of 31 December 2019 and 2018 and for each of the fiscal years then ended.

3. Share capital

No ordinary shares were issued during the year (2018: nil).

4. Directors

The directors of the Company during the accounting period and up to the date of this report were as follows:

PJ Carstens	Appointed 21 May 2018	Resigned 15 May 2019
A Brink	Appointed 21 May 2018	Resigned 13 August 2019
CA van Zyl	Appointed 21 May 2018	Resigned 24 February 2020
MPL van der Walt	Appointed 13 August 2019	Resigned 24 February 2020
PH Henning	Appointed 15 May 2019	Resigned 24 February 2020
PL van der Westhuizen	Appointed 21 May 2018	Resigned 24 February 2020
W Bin	Appointed 24 February 2020	Resigned 27 March 2020
LU Jiongjie	Appointed 24 February 2020	Resigned 27 March 2020
TV Maphai (Chairman)1	Appointed 24 February 2020	Independent Non-Executive
NJ Froneman (CEO)	Appointed 24 February 2020	Executive
C Keyter (CFO)1	Appointed 24 February 2020	Executive
TJ Cumming1	Appointed 24 February 2020	Independent Non-Executive
NS Danson	Appointed 24 February 2020	Independent Non-Executive
HJR Kenyon-Slaney	Appointed 24 February 2020	Independent Non-Executive
RP Menell	Appointed 24 February 2020	Independent Non-Executive
NG Nika	Appointed 24 February 2020	Independent Non-Executive
KA Rayner	Appointed 24 February 2020	Independent Non-Executive
SC van der Merwe	Appointed 24 February 2020	Independent Non-Executive
JS Vilakazi	Appointed 24 February 2020	Independent Non-Executive
E Dorward-King1	Appointed 27 March 2020	Independent Non-Executive

Directors retiring in terms of the Company's Memorandum of Incorporation (MOI). All the directors are eligible and offer themselves for re-election.

5. Registered address

Business:	Postal:
Constantia Office Park Bridgeview House	Private Bag X5
Building 11 Ground Floor	Westonaria
cnr 14th Avenue and Hendrik Potgieter Avenue	1780
Weltevredenpark
1709

SIBANYE STILLWATER LIMITED

DIRECTORS' REPORT (continued)

for the year ended 31 December 2019

6. Secretary

The company secretary is Lerato Matlosa.

7. Ultimate holding company

The ultimate holding company is Sibanye Gold Limited (trading as Sibanye-Stillwater) as at 31 December 2019.

8. Material events after year end

There were no events that could have a material impact on the financial results of the Company after 31 December 2019, other than that mentioned below.

Sibanye Gold Limited scheme of arrangement

On 4 October 2019 Sibanye Gold Limited and Sibanye Stillwater Limited announced the intention to implement a scheme of arrangement to reorganise Sibanye Gold Limited's operations under a new parent company, Sibanye Stillwater Limited (the Scheme). On 23 January 2020 Sibanye Gold Limited and Sibanye Stillwater Limited announced that all resolutions for the approval of the Scheme, were passed by the requisite majority voters at the Scheme meeting held at the Sibanye Gold Limited Academy. The Scheme was implemented on 24 February 2020.

Under the Scheme, Sibanye Stillwater Limited acquired Sibanye Gold Limited and its controlled entities. The Scheme was implemented through the issue of 2,670,029,252 Sibanye Stillwater Limited shares in exchange for the existing shares of Sibanye Gold Limited.

From a consolidated group perspective, Sibanye Stillwater Limited determined that the acquisition of Sibanye Gold Limited did not represent a business combination as defined by IFRS 3 Business Combinations . This is because neither party to the Scheme could be identified as an accounting acquirer in the transaction, and post the implementation there would be no change of economic substance or ownership in the Sibanye Gold Limited Group. The Sibanye Gold Limited shareholders have the same commercial and economic interest as they had prior to the implementation of the Scheme and no additional new ordinary shares of Sibanye Gold Limited were issued as part of the Scheme.

The consolidated financial statements of Sibanye Stillwater Limited will reflect that the arrangement is in substance a continuation of the existing Sibanye Gold Limited Group. Sibanye Gold Limited is the predecessor of Sibanye Stillwater Limited for financial reporting purposes and for future consolidated financial reporting periods, Sibanye Stillwater Limited's consolidated comparative information will be presented as if the reorganisation had occurred before the start of the earliest period presented.

These annual financial statements represent the separate financial statements of Sibanye Stillwater Limited. For the year ending 31 December 2020, Sibanye Stillwater Limited will report the acquisition of the Sibanye Gold Limited investment in its separate financial statements as follows:

Measure the cost of the investment in Sibanye Gold Limited at the carrying amount of the total net assets disclosed in the separate financial statements of Sibanye Gold Limited at the implementation date of the Scheme (ie, total equity of Sibanye Gold Limited at that date); and
Recognise an increase in stated share capital equal to the cost of the investment in Sibanye Gold Limited.

Coronavirus (COVID-19) lockdown

The impact of the COVID-19 lockdown on the Group and its subsidiaries has been assessed by the directors and it was concluded that the Company is a going concern as discussed in note 7 to the financial statements.

9. Auditors

Ernst & Young Inc. (EY) will continue in office in accordance with section 90(1) of the Companies Act of South Africa.

EY	Ernst & Young Incorporated
102 Rivonia Road	Co Reg. No. 2005/002308/21
Sandton	Tel: +27 (0) 11 772 3000
Private Bag X14 Sandton	Fax: +27 (0) 11 772 4000
2146	Docex 123 Randburg
	ey.com

Independent Auditor's Report

To the Shareholders of Sibanye Stillwater Limited

Report on the Audit of the Annual Financial Statements

Opinion

We have audited the annual financial statements of Sibanye Stillwater Limited set out on pages 10 to 17 which comprise the statement of financial position as at 31 December 2019 and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the financial statements present fairly, in all material respects, the financial position of Sibanye Stillwater Limited as at 31 December 2019 in accordance with International Financial Reporting Standards and the requirements of the Companies Act of South Africa.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the financial statements section of our report. We are independent of the company in accordance with the sections 290 and 291 of the Independent Regulatory Board for Auditors' Code of Professional Conduct for Registered Auditors (Revised January 2018), parts 1 and 3 of the Independent Regulatory Board for Auditors' Code of Professional Conduct for Registered Auditors (Revised November 2018) (together the IRBA Codes) and other independence requirements applicable to performing audits of financial statements of the company and in South Africa. We have fulfilled our other ethical responsibilities, as applicable, in accordance with the IRBA Codes and in accordance with other ethical requirements applicable to performing audits of the company and in South Africa. The IRBA Codes are consistent with the corresponding sections of the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants and the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) respectively. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. We have determined that there are no key audit matters to communicate in our report.

Other Matter

The financial statements of Sibanye Stillwater Limited for the year ended 31 December 2018, were audited by another auditor who expressed an unmodified opinion on those statements on 10 April 2019.

Other Information

The directors are responsible for the other information. The other information comprises the information included in the 86-page document titled "Company Financial Statements 2019", which includes the Directors' report, Company secretary's confirmation and Audit committee's report as required by the Companies Act of South Africa. The other information does not include the financial

statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we do not express an audit opinion or any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

A member firm of Ernst & Young Global Limited

Responsibilities of the Directors for Financial Statements

The directors are responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards and the requirements of the Companies Act of South Africa, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors' use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

In terms of the IRBA Rule published in Government Gazette Number 39475 dated 4 December 2015, we report that this is the first year Ernst & Young Inc. has been the auditor of Sibanye Stillwater Limited.

Ernst & Young Inc.

Director - Lance Ian Neame Tomlinson

Registered Auditor

Chartered Accountant (SA)

102 Rivonia Road, Sandton

Johannesburg, South Africa

22 April 2020

SIBANYE STILLWATER LIMITED

STATEMENT OF FINANCIAL POSITION

as at 31 December 2019

Figures in SA Rand	Note	2019	2018
ASSETS
Current assets
Cash and cash equivalents	3	1	1
Total assets		1	1
EQUITY
Total equity and reserves
Stated capital	4	1	1
Total equity and liabilities		1	1

SIBANYE STILLWATER LIMITED

NOTES TO THE ANNUAL FINANCIAL STATEMENTS

for the year ended 31 December 2019

1. Accounting policies

The principal accounting policies applied in the preparation of these annual financial statements are set out below. Where an accounting policy is specific to a note, the policy is described in the note which it relates to. These policies have been consistently applied to all the years presented.

1.1. Reporting entity

On 24 February 2020 Sibanye Gold Limited and Sibanye Stillwater Limited (Sibanye Stillwater or the Company) implemented a scheme of arrangement to reorganise Sibanye Gold Limited's operations under a new parent company, Sibanye Stillwater Limited. These historical annual financial statements are those of Sibanye Stillwater Limited's business as of 31 December 2019 and 2018 (refer note 5) and for each of the fiscal years then ended.

Sibanye Stillwater Limited is an investment holding company domiciled in South Africa. These separate annual financial statements include the results of Sibanye Stillwater Limited on a stand-alone company basis.

1.2. Basis of preparation

The annual financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), the South African Institute of Chartered Accountants Financial Reporting Guides issued by the Accounting Practices Committee, Financial Reporting Pronouncements issued by the Financial Reporting Standards Council and the requirements of the Companies Act and JSE Listings Requirements. The financial statements have been prepared under the historical cost convention. They are also prepared on the going concern basis.

The annual financial statements are presented in South African Rand (SA Rand), which is the Company's functional currency.

The Company has not yet commenced trading.

The annual financial statements were authorised for issue by the Company's directors on 18 April 2020.

Standards, interpretations and amendments to published standards which are not yet effective

In terms of IFRS, the Company is required to include in its annual financial statements disclosure about the future impact of standards and interpretations issued but not yet effective at the reporting date.

At the reporting date, the directors have reviewed the standards and interpretations issued but not yet effective and noted that none of the applicable standards and interpretations will have a material impact on the annual financial statements of the Company.

2. Statement of profit or loss, statement of changes in equity, statement of cash flows, segment report, earnings per share, dividends per share and net asset value per share

No statements of profit or loss, changes in equity and cash flows are presented as the Company did not trade during the current and prior year presented. Any administrative expenses were borne by Sibanye Gold Limited, the Company's ultimate holding company. In addition, there was no flow of cash during the current and prior year.

As the Company did not trade, earnings per share, diluted earnings per share, headline earnings per share and diluted headline earnings per share are not presented. The Company also had no segments and accordingly a segment report is not applicable. No dividends were declared since incorporation, hence dividends per share is not presented. The net asset value and tangible net asset value per share is 100 cents per share since incorporation.

3. Cash and cash equivalents Accounting policy

Cash and cash equivalents comprise cash on hand and are measured at amortised cost which is deemed to be the fair value as they have a short-term maturity.

Figures in SA Rand	2019	2018
Petty cash	1	1

SIBANYE STILLWATER LIMITED

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)

for the year ended 31 December 2019

4. Stated capital

Accounting policy

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.

Authorised share capital

The Company has 10 billion ordinary no par value shares (2018: 10 billion ordinary no par value shares)

Figures in SA Rand	2019	2018
Issued share capital
1 ordinary share (2018: 1 ordinary share)	1	1

5. Events subsequent to year end

There were no events that could have a material impact on the financial results of the Company after 31 December 2019, other than that mentioned below.

Sibanye Gold Limited scheme of arrangement

On 4 October 2019 Sibanye Gold Limited (trading as Sibanye-Stillwater) and Sibanye Stillwater Limited announced the intention to implement a scheme of arrangement to reorganise Sibanye Gold Limited's operations under a new parent company, Sibanye Stillwater Limited (the Scheme). On 23 January 2020 Sibanye Gold Limited and Sibanye Stillwater Limited announced that all resolutions for the approval of the Scheme, were passed by the requisite majority voters at the Scheme meeting held at the Sibanye Gold Limited Academy. The Scheme was implemented on 24 February 2020.

Measure the cost of the investment in Sibanye Gold Limited at the carrying amount of the total net assets disclosed in the separate financial statements of Sibanye Gold Limited at the implementation date of the Scheme (ie, total equity of Sibanye Gold Limited at that date).
Recognise an increase in stated share capital equal to the cost of the investment in Sibanye Gold Limited.

SIBANYE STILLWATER LIMITED

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)

for the year ended 31 December 2019

5. Events subsequent to year end (continued)

South Africa: Escalated measures to combat COVID-19 pandemic

On 23 March 2020, the President of the Republic of South Africa announced that the National Coronavirus Command Council has decided to enforce a nation-wide lockdown for 21 days with effect from midnight on 26 March 2020 following the outbreak of COVID-19 in South Africa. The lockdown required companies in South Africa like ours, whose operations are continuous, to institute care and maintenance protocols to avoid damage to our infrastructure and assets. During the initial lockdown period, there was no production from Sibanye-Stillwater Group's SA Gold and SA PGM operations. In response to the COVID-19 pandemic and restrictions implemented in the USA, the Group's US PGM operations have decreased the use of contractors, which affected the timing of capital projects and had a limited impact on normal production. On 9 April 2020 the South African President announced that the lockdown period is extended for an additional 14 days and on 16 April 2020 a notice was published by the South African government which amended certain regulations previously issued in terms of Section 27(2) of the Disaster Management Act, 2002. These amendments, amongst others, allowed for the Group's South African mining operations to be conducted at a reduced capacity of not more than 50% during the period of lockdown, and thereafter at increasing capacity as determined by directives to be issued by the Minister of Mineral Resources and Energy.

Refer to note 7 for further information regarding the impact of the COVID-19 pandemic on the operations and liquidity of the Company and the Group.

6. Related party transactions Significant relationships

Holding company

Sibanye Gold Limited

None of the directors of the Company or, to the knowledge of the Company, their families, had any interest, direct or indirect, in any transaction during the last two financial years or in any proposed transaction which has affected or will materially affect the Company its investment interests or subsidiaries, other than as stated below.

None of the directors of the Company or any associate of such director is indebted to the Company.

Key management remuneration

The directors of the Company were paid the following remuneration during the year ended 31 December 2019:

		Annual bonus
		accrued for the	Share
		period ended 31	proceeds and	Pension scheme	For the year	For the year
Figures in thousand - SA		December 2019	dividends on	total	ended 31	ended 31
Rand	Salary	paid in 2020	bonus shares	contributions	December 2019	December 2018
For services rendered as
prescribed officers of the
Sibanye Group and paid
by the Group
C Keyter1	-	-	-	-	-	9 156
A Brink2	716	-	-	126	842	1 216
CA van Zyl6	976	538	-	134	1 648	847
MPL van der Walt4,6	512	391	-	63	966	-
PH Henning5,6	1 659	1 181	182	415	3 437	-
PJ Carstens3	364	207	-	50	621	970
PL van der Westhuizen6	841	486	-	90	1 417	632

Resigned 21 May 2018

Resigned 13 August 2019
3 Resigned 15 May 2019
4 Appointed 13 August 2019
5 Appointed 15 May 2019
6 Resigned 24 February 2020

SIBANYE STILLWATER LIMITED

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)

for the year ended 31 December 2019

6. Related party transactions (continued)

The directors' and prescribed officers' share ownership in Sibanye Stillwater Limited at the date of this report was1:

	Number of shares
	2019	2018
Executive directors
Neal Froneman	5 167 082	-
Charl Keyter	1 846 767	-
Non-executive directors
Tim Cumming	242	-
Harry Kenyon-Slaney	16 852
Rick Menell	108 625	-
Keith Rayner	68 992	-
Sue van der Merwe	1 028	-
Total share ownership by directors	7 209 588	-

At 31 December 2019, 100% of the issued share capital of Sibanye Stillwater Limited was held by Sibanye Gold Limited. Following the scheme of arrangement between Sibanye Gold Limited and Sibanye Stillwater Limited (refer note 5), effective 24 February 2020, Sibanye Stillwater Limited became the new listed parent of the Group.

None of the directors' immediate families and associates held any direct shareholding in the Company's issued share capital.

7. Working capital and going concern assessment

The Company did not trade during the current and prior year presented. Following the implementation of the scheme of arrangement between the Company and Sibanye Gold Limited, the Company became the new parent company of the Sibanye-Stillwater Group, effective 24 February 2020 (refer note 5).

The Sibanye-Stillwater Group has a central Group Treasury Function which manages the liquidity requirements of the Group. The Company, as the holding company of the Group, will obtain funding for any shortfall in its liquidity requirements through the Group Treasury Function. Below is management's assessment and conclusion on the ability of the central Group Treasury Function to fund, amongst other operations, the future liquidity requirements of the Company.

For the year ended 31 December 2019, the Sibanye-Stillwater Group realised a profit of R432.8 million (31 December 2018: loss of R2,520.7

million). As at 31 December 2019 the Group's current assets exceeded its current liabilities by R11,836.9 million (31 December 2018: R562.7

million) and the Group's total assets exceeded its total liabilities by R31,138.3 million (31 December 2018: R24,724.4 million). During the year

ended 31 December 2019 the Group generated net cash from operating activities of R9,464.0 million (31 December 2018: R12,197.2 million).

The Group had available undrawn debt facilities of R5,688 million at 31 December 2019 (2018: R5,987 million) and cash balances of

R5,619.0 million (31 December 2018: R2,549.1 million). On 11 November 2019 the R6.0 billion Revolving Credit Facility ("RCF") was refinanced by a R5.5 billion RCF maturing on 10 November 2022. US$150 million (R2,100 million) of the US$600 million RCF matures in April 2021, with the remainder of the facilities maturing after April 2022.

Sibanye-Stillwater Group's leverage ratio, based on the 12 month's financial results, (net debt to adjusted EBITDA) as at 31 December 2019 was 1.4:1 and its interest coverage ratio (adjusted EBITDA to net finance charges) was 6.5:1 (31 December 2018: 2.5:1 and 4.9:1). However, in terms of the allowed adjustments (annualised Marikana contribution to Group adjusted EBITDA) as per the facility agreements (net debt to adjusted EBITDA) as at 31 December 2019 was 1.25:1 and its interest coverage ratio (adjusted EBITDA to net finance charges) was 12.5:1. Both ratios are within the maximum permitted leverage ratio of at most 3.5:1 through to 31 December 2019, and 2.5:1 thereafter; and minimum required interest coverage ratio of 4.0:1, calculated on a quarterly basis, required under the US$600 million RCF and the R5.5 billion RCF (together the RCFs).

SIBANYE STILLWATER LIMITED

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)

for the year ended 31 December 2019

7. Working capital and going concern assessment (continued)

Various events during 2018 and 2019 (2018 safety issues, 2018/2019 gold strike and the SRPM offtake contract change from a purchase of concentrate to a toll processing arrangement) impacted negatively on group earnings and cash flows. Additionally, during 2019, the Group had to manage delays in the approval of the Lonmin acquisition, the take on of inherent uncertainties within the Lonmin business, alongside the now successfully concluded 3 yearly PGM wage negotiations. Liquidity levels were maintained throughout the year to manage this increased uncertainty. The Group issued 108.9 million ordinary shares for R1.7 billion on 15 April 2019 and executed a US$125 million (R1.8 billion) gold prepayment transaction on 11 April 2019, to enhance liquidity and balance sheet flexibility. A few days later, on 17 April 2019, AMCU, one of Sibanye-Stillwater's labour unions, withdrew its wage demands and ended its five-month strike action at the SA gold operations. In order to accommodate a potential breach in covenant ratios resulting from the impact of the strike at the SA Gold operations and the SRPM contract change, the RCF lenders approved a complete waiver of financial covenant compliance for the quarter ending 31 March 2019; and a leverage ratio of no more than 3.75:1 and an interest coverage ratio of at least 3.5:1 for the quarter ended 30 June 2019. Whilst the Group did not ultimately require these concessions, reporting a maximum leverage ratio of 2.98:1 and a minimum interest coverage ratio of 5.36:1 during 2019, it was deemed prudent to ensure that sufficient headroom was maintained within these financial covenants.

Gold and PGMs are sold in US dollars with most of the Group's South African operating costs incurred in rand, as such the Group's results and financial condition will be impacted if there is a material change in the rand/US dollar exchange rate. High levels of volatility in commodity prices may also impact on profitability. Due to the nature of deep level mining, industrial and mining accidents may result in operational disruptions such as stoppages which could result in increased production costs as well as financial and regulatory liabilities. Further, Sibanye- Stillwater Group's operations may be adversely affected by production stoppages caused by labour unrests, union activity or other factors. The recent lockdown announced in South Africa due to the outbreak of COVID-19 (refer below) will adversely affect the 2020 production outlook for the South African operations. These factors will impact on cash generated or utilised by the Group, as well as adjusted EBITDA and financial covenants.

On 6 March 2020, Anglo American Platinum Limited (Anglo Plats) announced the temporary shutdown of its converter plant and issued a written notification of force majeure (FM) regarding the toll agreement between Anglo Plats and the Group's Rustenburg operation and the purchase of concentrate agreement with the Group's Kroondal and Platinum mile operations. Anglo Plats indicated that its converter plant will be unavailable for at least eight weeks (FM period). Sibanye-Stillwater reached agreement with Anglo Plats regarding the processing of all PGM containing material produced from the Rustenburg and Platinum Mile operations and approximately half of the PGM containing material produced from the Kroondal operation, at our Marikana processing facilities for at least the duration of the FM period. These agreements are expected to largely offset the delayed smelting and refining impact of the FM event on the Group's SA PGM operations, but could, under normal operating circumstances, result in an estimated inventory working capital lockup of up to R2.5 billion in the first half of 2020 that is expected to be released during the second half of 2020.

In addition, on 23 March 2020, the President of the Republic of South Africa announced a nation-wide lockdown for 21 days effective from midnight on 26 March 2020 following the outbreak of COVID-19 in South Africa. Sibanye-Stillwater Group implemented measures to place its SA Gold and SA PGM operations on care and maintenance, as required under the lockdown regulations. During this initial lockdown period there was no production from the Group's South African operations and the following initiatives were implemented to preserve liquidity at these operations:

reduced variable overhead costs due to care and maintenance only, with costs limited to security, water pumping, ventilation, monitoring of infrastructure at shafts and plants and consumables associated with each activity;
reduced labour cost from the third week of lockdown onwards; and
force majeure announce to contractors not involved in the care and maintenance activity.

SIBANYE STILLWATER LIMITED

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)

for the year ended 31 December 2019

7. Working capital and going concern assessment (continued)

On 9 April 2020 the South African President announced that the lockdown period is extended for an additional 14 days. On 16 April 2020 a notice was published by the South African government which amended certain regulations previously issued in terms of Section 27(2) of the Disaster Management Act, 2002. These amendments, amongst others, allowed for South African mining operations to be conducted at a reduced capacity of not more than 50% during the period of lockdown, and thereafter at increasing capacity as determined by directives to be issued by the Minister of Mineral Resources and Energy. From 17 April 2020, management was in the process of implementing its strategy to mobilise the required employee complement and safely ramp up the South African operations to the initial 50% production capacity. This strategy includes:

communications to employees and unions regarding the operational plan to ramp up production;
start-uppreparations that include opening of services, ensuring appropriate ventilation, starting of belts, flushing of water pipes and consolidating impact of shutdown; and
medical screening and training of employees to ensure a safe return to production.

In order to further proactively manage the COVID-19 threat at the Group's US PGM operations and comply with the added requirements of local health authorities, a decision was made to reduce the number of people at our US sites, whilst maintaining production from current operations. Specific actions taken include:

demobilising contractors involved in growth capital activities;
facilitating remote work for personnel that are not required on site; and
prohibiting face-to-face contact with external parties and restricting site access to employees.

The Blitz project accounts for the majority of contract workers at the US PGM operations and these decisions are likely to temporarily impact growth from Blitz in 2020 and delay the project's development schedule.

Management modeled various scenarios to determine the impact on the liquidity requirements of the Group of the Anglo Plats FM event, the extended lockdown in South Africa and the impact of COVID-19 limitations at the US PGM operations.

Management considered various scenarios that included the operational limitations in the United States as noted above, combined with:

42 day lockdown of mining operations in South Africa before returning to full mining activity;
21 day lockdown in South Africa, with the resumption of only Surface Operations for three months, before returning to full mining activity;
21 day lockdown in South Africa, with a resumption of operations with social distancing measures across all operations for three months before returning to full mining activity; and
three month lockdown across all SA operations, alongside further reduced production output from the US operations before returning to full mining activity.

The scenario analysis included the following additional assumptions:

average commodity prices for the remainder of the year: Gold ($1,600/oz), Palladium ($2,000/oz), Platinum ($750/oz) and Rhodium ($7,500/oz);
average rand/ US dollar exchange rate for the remainder of the year: R18:US$1;
production at SA operations modelled for a delayed ramp up to full production over two months subsequent to the lockdown period, based on experience from previous mine shut downs; and
available liquidity at 31 March 2020 of R16.5 billion consisting of R0.2 billion committed undrawn debt, R1.7 billion of available uncommitted overnight facilities and R14.6 billion cash on hand.

While each of the scenarios result in a net utilisation of available liquidity of the Group, none of the scenarios result in an overall depletion of available liquidity. In each of the scenarios the Group expects to continue to meet its debt covenant requirements and remain liquid and solvent for at least a twelve month period after the date of approving these financial statements.

SIBANYE STILLWATER LIMITED

NOTES TO THE ANNUAL FINANCIAL STATEMENTS (continued)

for the year ended 31 December 2019

7. Working capital and going concern assessment (continued)

The Group has demonstrated its ability to proactively manage liquidity risk through various initiatives implemented during 2019. Improved geographical and commodity diversification, along with improved commodity prices, and increased operational scale should enable management to mitigate the impact of COVID-19, positioning the Group for a return to its targeted leverage ratio of 1:1. However, there are a number of uncertainties associated with COVID-19 that could have an adverse impact on the Group and its ability to comply with debt covenants and meet liquidity requirements. These uncertainties could include:

turmoil in the world economy and the possible adverse impact over the short to medium term on the demand for PGMs and gold, commodity prices and rand/ US dollar exchange rates;
possible further extension of the lockdown periods and/or delay in ramping up South African operations with an impact on production beyond the modeled scenarios described above;
potential lockdown at the US PGM operations overlapping significantly with the lockdown at the South African operations;
extended lockdown and delayed return to normal production by our suppliers and customers and the economies in which they operate;
health and wellbeing of our employees after the extended lockdown; and
financial market disruption and limited access to funding opportunities.

The adverse impact of the above uncertainties or a combination thereof could further deteriorate the Group's forecasted liquidity position and may require the Group to further increase operational flexibility by adjusting mine plans, reducing capital expenditure and/or selling assets. The Group may also, if necessary, be required to consider options to increase funding flexibility which may include, amongst others, additional loan facilities or debt capital market issuances, streaming facilities, prepayment facilities or, in the event that other options are not deemed preferable or achievable by the Board, an equity capital raise. The Group could also, with lender approval, request covenant amendments or restructure facilities. During past adversity management has successfully implemented similar actions. However, the impact of COVID-19 on the global economy is unprecedented and unclear, and implementation of these actions could be challenging during the depressed economic environment caused by COVID-19.

While management acknowledge that there are uncertainties in modelling the different scenarios attributable to the COVID-19 pandemic, management remain confident that the Group's liquidity needs can be satisfied under any of the probable scenarios. As a result, management concluded that the Group will have sufficient liquidity to fund, through its central Group Treasury Function, the liquidity requirements of the Company. The financial statements of the Company for the year ended 31 December 2019, therefore, have been prepared on a going concern basis.

SIBANYE GOLD LIMITED

Rh	Ir

Pt	COMPANY

	FINANCIAL
	STATEMENTS

Cr	2019

CONTENTS

ACCOUNTABILITY

Statement of responsibility by the Board of Directors

Company secretary's confirmation
Report of the Audit Committee

25 Directors' report

29 Independent auditor's report

The audited company financial statements of Sibanye	COMPANY FINANCIAL STATEMENTS
33	Company income statement
Gold Limited for the year ended 31 December 2019
have been prepared by Sibanye-Stillwater's group	33	Company statement of other comprehensive income
financial reporting team headed by Jacques le Roux.
34	Company statement of financial position
This process was supervised by the Company's CFO,
Charl Keyter and authorised for issue by Sibanye-	35	Company statement of changes in equity
Stillwater's Board of Directors on 22 April 2020.	36	Company statement of cash flows

	37	Notes to the company financial statements

STATEMENT OF RESPONSIBILITY BY THE BOARD OF DIRECTORS

The directors are responsible for the preparation and fair presentation of the company annual financial statements of Sibanye Gold Limited (Sibanye- Stillwater or Company), comprising the company statement of financial position as at 31 December 2019, and company income statement and company statements of other comprehensive income, changes in equity and cash flows for the year then ended, and the notes to the company financial statements, which include a summary of significant accounting policies, and other explanatory notes, in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB), the SAICA Financial Reporting Guides issued by the Accounting Practices Committee and Financial Reporting Pronouncements issued by the Financial Reporting Standards Council, as well as the requirements of the South African Companies Act 71 of 2008 (the Companies Act) and the JSE Listings Requirements.

In addition, the directors are responsible for preparing the directors' report.

The directors consider that, in preparing the company financial statements, they have used the most appropriate accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates, and that all IFRS standards that they consider to be applicable have been complied with for the financial year ended 31 December 2019. The directors are satisfied that the information contained in the company financial statements fairly presents the results of operations for the year and the financial position of the Company at year end. The directors are responsible for the information included in the company annual financial statements, and are responsible for both its accuracy and its consistency.

The directors have responsibility for ensuring that accounting records are kept. The accounting records should disclose with reasonable accuracy the financial position of the Company to enable the directors to ensure that the company annual financial statements comply with the relevant legislation.

The Company operated in a well-established control environment, which is well documented and regularly reviewed. This incorporates risk management and internal control procedures, which are designed to provide reasonable assurance that assets are safeguarded and the material risks facing the business are being controlled.

The directors have made an assessment of the ability of the Company to continue as a going concern and based on this assessment concluded that the basis for preparation of the company annual financial statements is appropriate to that of a going concern.

The Company's external auditors, Ernst & Young Inc. audited the company annual financial statements. For their report, see Accountability- Independent auditor's report.

The company annual financial statements were approved by the Board of Directors and are signed on its behalf by:

Neal Froneman

Chief Executive Officer

Charl Keyter

Chief Financial Officer

22 April 2020

COMPANY SECRETARY'S CONFIRMATION

In terms of section 88(2)(e) of the Companies Act, as amended, I certify that to the best of my knowledge, the Company has lodged with the Companies and Intellectual Property Commission all such returns as are required to be lodged by a public company in terms of the Companies Act, and that all such returns are true, correct and up to date.

Lerato Matlosa

Company Secretary

22 April 2020

REPORT OF THE AUDIT COMMITTEE

Introduction

The Audit Committee has formal terms of reference which are updated on an annual basis. The Board is satisfied that the Audit Committee has complied with these terms, and with its legal and regulatory responsibilities as set out in the Companies Act, King IV and the JSE Listings Requirements.

The Audit Committee consisted of six independent non-executive directors from 1 January 2019 to 31 December 2019.

The Board believes that the members collectively possess the knowledge and experience to supervise Sibanye-Stillwater's financial management, internal and external auditors, the quality of Sibanye-Stillwater's financial controls, the preparation and evaluation of Sibanye-Stillwater's audited company financial statements and Sibanye-Stillwater's periodic financial reporting.

The Board has established and maintains internal controls and procedures, which are reviewed on a regular basis. These are designed to manage the risk of business failures and to provide reasonable assurance against such failures. However, this is not a guarantee that such risks are eliminated.

Responsibility

It is the duty of the Audit Committee, inter alia, to monitor and review:

the effectiveness of the internal audit function, see -InternalAudit (below);
auditor suitability and recommendation for appointment, see -Auditorsuitability review (below);
auditor independence and fees, see -Auditorindependence and fees (below);
reports of both internal and external auditors;
evaluation of the expertise and experience of the chief financial officer (CFO);
financial reporting systems and ensure that reporting procedures are functioning properly;
the governance of information technology (IT) and the effectiveness of the Company's information systems;
interim results and report, quarterly operating reports, company and consolidated annual financial statements and all other widely distributed financial documents;
the Form 20-F filing with the SEC;
accounting policies of the Company and proposed revisions;
compliance with applicable legislation, requirements of appropriate regulatory authorities and Sibanye-Stillwater's Code of Ethics;
the integrity of the integrated annual report and associated reports (by ensuring that its content is reliable and recommending it to the Board for approval); and
policies and procedures for preventing and detecting fraud.

Access and meetings

Internal and external auditors have unrestricted access to the Audit Committee, the Audit Committee chairman and the chairman of the Board, ensuring that auditors are able to maintain their independence. Both the internal and external auditors report at Audit Committee meetings. The Audit Committee meets with both internal and external auditors separately on a quarterly basis without other invitees being present. Management attend Audit Committee meetings by invitation.

Annual financial statements

The Committee has reviewed and is satisfied that the company financial statements, including accounting policies are appropriate and comply with IFRS, the JSE Limited Listings Requirements and the requirements of the Companies Act.

The significant audit and accounting matters considered by the Committee during the financial year were:

the impairment assessment of property, plant and equipment, and loans to subsidiaries;
the fair value of the derivative financial instrument embedded in the convertible bonds; and
first year auditor transition.

REPORT OF THE AUDIT COMMITTEE continued

Matters that were addressed by management and by the Audit Committee on a review basis are as follows:

The impairment assessment of property, plant and equipment, and loans to subsidiaries

Fair value of derivative financial instrument embedded in the convertible bonds

First year audit transition

For the year ended 31 December 2019, management performed an impairment assessment over the property, plant and equipment, and loans to subsidiaries as follows:

assessed whether there is an indication, based on either internal or external sources of information, that an asset or cash-generating unit (CGU) may be impaired;
assessed the recoverable amount of the assets, based on expected discounted net forecast cash flows arising from the expected mining of the ore reserves;
calculated the fair value for each CGU using a discounted cash flow model; and
considered the excess of recoverable amount over the carrying value for each CGU.

Management impaired the loans receivable from Newshelf 1114, Rand Uranium and Ezulwini and there were no impairments made to the Company's mining assets.

For the year ended 31 December 2019, management determined the fair value of the derivative financial instrument embedded in the convertible bonds as follows:

engaged an external valuation expert ("expert");
the expert determined the fair value of the derivative financial instrument; and
assessed the reasonability of key assumptions and inputs used by the expert. Management recognised a loss on financial instrument of R3,912 million.

For the year ended 31 December 2019, Sibanye-Stillwater transitioned to Ernst & Young Inc. as its external auditor. The Audit Committee is satisfied that Ernst & Young Inc. determined the appropriateness of corresponding amounts and the account balances at the beginning of the period; obtained an understanding of the accounting policies applied by the Company; and acquired an understanding of the specific risks, controls, policies and processes within the Company that enabled the determination and execution of an appropriate audit approach.

Auditor suitability review

In terms of section 90(1) of the Companies Act, each year at its annual general meeting (AGM), the Company must appoint an external audit firm and designated individual partner that comply with the requirements of section 90(2) of the Companies Act and with the JSE Listings Requirements.

The Board delegated to the Audit Committee the responsibility to review the Company's current appointed audit firm and designated individual audit partner for re-appointment. The Board would then make a recommendation to the shareholders in the notice of AGM, based on the outcome of the review and report of the Audit Committee to the Board.

Accordingly, in compliance with paragraph 3.84(g)(iii) of the JSE Listings Requirements, the Audit Committee assessed the suitability for reappointment of the current appointed audit firm, being Ernst & Young Inc., and the designated individual partner, being Lance Ian Neame Tomlinson (Auditor Suitability Review).

The Auditor Suitability Review performed by the Audit Committee included an examination and review of:

the results of the most recent Independent Regulatory Board of Auditors (IRBA) inspection of Ernst & Young Inc. (ISQC 1 Inspection), including the responses of the firm on observations raised;
the results of the most recent IRBA inspection of the designated individual auditor;
A summary of the audit firms ISQC 1 internal inspection process and the process to analyse and conclude on the results of the internal inspection;
A summary of the outcome of the designated individual auditor's latest internal quality review;
the results of the most recent Public Company Accounting Oversight Board (PCAOB) inspection review of Ernst & Young Inc.; and
a summary and results of all legal and disciplinary proceedings concluded within the past seven years, which were instituted in terms of any legislation or by any professional body of which the audit firm and/or designated individual auditor are a member or regulator to whom they are accountable, including where the matter is settled by consent order or payment of a fine.

The Audit Committee has satisfied itself that both Ernst & Young Inc. and Lance Ian Neame Tomlinson are accredited in terms of the JSE Listings Requirements. Based on the results of the Auditor Suitability Review and a review of the independence of Ernst & Young Inc. and the designated individual audit partner, the Audit Committee recommended to the Board that Ernst & Young Inc. be re-appointed as the auditors of the Company and that Lance Ian Neame Tomlinson be reappointed as the designated individual partner. The Board concurred with the recommendation.

Auditor independence and fees

REPORT OF THE AUDIT COMMITTEE continued

The Audit Committee determines the nature and extent of non-audit services that the firm can provide and pre-approves all permitted non-audit assignments by the Company's independent external auditor. In accordance with the SEC rules regarding auditor independence, the Audit Committee has established policies and procedures for audit and non-audit services provided by an independent auditor. The rules apply to Sibanye-Stillwater and its legally controlled subsidiaries engaging any accounting firms for audit services and the auditor who audits the accounts filed with the SEC (the external auditor) for permissible non-audit services. When engaging the external auditor for permissible non-audit services (audit related services, tax services, and all other services), pre-approval is obtained prior to the commencement of the services.

The Audit Committee approves the annual audit plan presented by the internal and external auditors and monitors progress against the plan. These audit plans provide the Audit Committee with the necessary assurance on risk management, internal control environments and IT governance.

Internal Audit

The internal control systems of the Company are monitored by Internal Audit, which reports findings and recommendations to the Audit Committee and to senior management. The Audit Committee determines the purpose, authority and responsibility of the Internal Audit function in an Internal Audit Charter. The Internal Audit function is headed by the Vice President: Internal Audit, who may be appointed or dismissed by the Audit Committee. The Audit Committee is satisfied that the incumbent Vice President: Internal Audit has the requisite skills and experience and that she is supported by a sufficient staff complement with appropriate skills and training.

Sibanye-Stillwater's Internal Audit operates in accordance with the International Standards for the Professional Practice of Internal Auditing as prescribed by the Institute of Internal Auditors. Internal Audit activities carried out during the year were identified and planned through a combination of the Sibanye-Stillwater Risk Management framework and the risk-based methodologies adopted by Internal Audit. The Audit Committee approves the annual internal audit assurance plan presented by Internal Audit and monitors progress against the plan.

Internal Audit reports deficiencies to the Audit Committee every quarter together with recommended remedial actions, which are then followed up. Internal Audit provided the Audit Committee with a written report, which assessed as adequate the internal controls over financial reporting, IT governance and the risk management process during 2019.

The Audit Committee is responsible for IT governance on behalf of the Board and reviews the report of the IT Senior Manager at each Audit Committee meeting.

JSE Limited Listings Requirements

In accordance with the JSE Limited Listings Requirements, the Audit Committee reports and confirms that it has:

evaluated the expertise, experience and performance of the Company CFO during 2019 and is satisfied that he has the appropriate expertise and experience to carry out his duties, and is supported by qualified and competent senior staff;
ensured that the Company has established appropriate financial reporting procedures in place and that those procedures are operating correctly and that there has been no breach of any required financial reporting for the 2019 financial year;
evaluated the skills and experience of the Vice President: Internal Audit and is satisfied that she has the appropriate skills and experience to carry out her duties, and is supported by a sufficient staff complement with appropriate skills and training; and
has performed the Auditor Suitability Review of both the current appointed external audit firm and designated individual partner as detailed above and ensured that the appointment of the auditor is presented and included as a resolution at the annual general meeting.

Audit Committee statement

Based on information from, and discussions with, management and external auditors, the Audit Committee is of the opinion that the financial records may be relied upon as the basis for preparation of the audited company financial statements.

With respect to the financial year ended 31 December 2019, a material weakness was identified in that the company did not conduct an effective identification, selection and development of control activities by the central treasury function to mitigate risk in respect of the timely recognition of foreign currency cash receipts as cash and cash equivalents with corresponding settlement of trade receivables. The control deficiency did not result in any misstatements to cash and cash equivalents and the corresponding trade receivables in these company financial statements, as the misstatement was adjusted in the company financial statements as at 31 December 2019. Management strives to continuously improve the diligence in the identification and documentation of key controls. Management is in the process of remediating the control deficiency.

The Audit Committee has considered and discussed the audited company financial statements with both management and the external auditors. During this process, the Audit Committee:

evaluated significant judgements and reporting decisions;
determined that the going-concern basis of reporting is appropriate;
evaluated the material factors and risks that could impact on the annual financial report and associated reports;
evaluated the completeness of the financial and sustainability discussion and disclosures; and
discussed the treatment of significant and unusual transactions with management and the external auditors.

REPORT OF THE AUDIT COMMITTEE continued

The Audit Committee considers that the audited company financial statements comply in all material respects with the statutory requirements of the various laws and regulations governing disclosure and reporting of the audited company financial statements and that the audited annual financial statements comply in all material respects with IFRS, as issued by the IASB, the SAICA Financial Reporting Guides issued by the Accounting Practices Committee and Financial Reporting Pronouncements issued by the Financial Reporting Standards Council, as well as the requirements of the South African Companies Act and the JSE Listings Requirements. The Audit Committee has recommended to the Board that the audited company financial statements be adopted and approved by the Board.

Keith Rayner CA(SA)

Chairman: Audit Committee

22 April 2020

DIRECTORS' REPORT

The directors have pleasure in submitting this report and the Company's financial statements for the year ended 31 December 2019.

Company profile and location of our operations

Sibanye-Stillwater, an independent, precious metals mining company, producing gold. Domiciled and with its head office in South Africa, Sibanye- Stillwater, owns and operates a portfolio of high-quality operations and projects, that is located as follows:

SA gold operations: In South Africa, Driefontein, Kloof and Cooke surface operations are located on the West Rand of the Witwatersrand Basin, while Beatrix is in the southern Free State goldfields of the Basin. Sibanye-Stillwater also has an interest in surface tailings retreatment facilities located from the East Rand to the West Rand through our 38.05% stake in DRDGOLD which was increased to 50.10% on 10 January 2020.

For details of major subsidiary companies in which the Company has a direct or indirect interest, see Company financial statements-Notesto the company financial statements-Note12: Investment in subsidiaries

Financial affairs

Results for the year

The loss was R7,839.1 million in 2019 compared with R1,407.6 million in 2018. Despite a higher average rand gold price received year-on-year, the impact of the strike that ended in April 2019, caused gold production to decrease by 11,226kg (360,925oz), resulting in adjusted EBITDA from the SA gold operations declining by 207% to a negative R1,607 million.

Dividends

Sibanye-Stillwater's dividend policy is to return at least 25% to 35% of normalised earnings to shareholders and after due consideration of future requirements the dividend may be increased beyond these levels. The Board, therefore, considers normalised earnings in determining what value will be distributed to shareholders. The Board believes normalised earnings provides useful information to investors regarding the extent to which results of operations may affect shareholder returns. Normalised earnings is defined as earnings attributable to the owners of Sibanye-Stillwater excluding gains and losses on financial instruments and foreign exchange differences, impairments, gain on disposal of property, plant and equipment, occupational healthcare expense, restructuring costs, transactions costs, share-based payment on BEE transaction, gain on acquisition, other business development costs, share of results of equity-accounted investees, after tax, and changes in estimated deferred tax rate.

In line with Sibanye-Stillwater's strategic priority of deleveraging, the Board of Directors resolved not to pay a final dividend.

Borrowing powers

In terms of Clause 4 of the Company's MOI, the borrowing powers of the Company are unlimited. As at 31 December 2019, the borrowings of the Company, including the derivative financial instrument, was R10,823.5 million (2018: R11,371.6 million), see Company financial statements-Notesto the company financial statements-Note21: Borrowings and derivative financial instrument.

Sibanye-Stillwater is subject to financial and other covenants and restrictions under its credit facilities from time to time. Such covenants may include restrictions on Sibanye-Stillwater incurring additional financial indebtedness and obligations to maintain certain financial covenant ratios for as long as any amount is outstanding under such facilities.

Events after reporting date

There were no events that could have a material impact on the financial results of the Company after 31 December 2019, other than those disclosed in the company financial statements, see -Companyfinancial statements-Notesto the company financial statements-Note33: Events after reporting date.

Working capital and going concern assessment

The company financial statements have been prepared using appropriate accounting policies, supported by reasonable judgements and estimates. The directors believe that the Company has adequate resources to continue as a going concern for the foreseeable future.

The directors believe that the cash generated by its operations, cash on hand, the committed unutilised debt facilities as well as additional funding opportunities will enable the Company to continue to meet its obligations as they fall due. The company financial statements for the year ended

31 December 2019, therefore, have been prepared on a going concern basis, see -Companyfinancial statements-Notesto the company financial statements-Note29.2: Risk management activities-Liquidity risk-Workingcapital and going concern assessment.

Significant announcements

Results of share placing - 10 April 2019

On 9 April 2019, Sibanye-Stillwater announced its intention to conduct a non pre-emptive cash placing of new ordinary no par value shares in the authorized but unissued share capital of the Company to certain institutional investors (the "Placing"), of up to 108,932,356 shares, which

DIRECTORS' REPORT continued

represents approximately 5 per cent of the Company's existing issued ordinary share capital base which is the maximum authorised issuance under current authorities.

On 10 April 2019, Sibanye-Stillwater announced successful completion of the Placing. A total of 108,932,356 new ordinary no par value shares in the authorized share capital of Sibanye-Stillwater had been placed with existing and new institutional investors at a price of R15.50 per share, raising gross proceeds of approximately ZAR1.7 billion/US$120 million.

Sibanye-Stillwater enhances liquidity by entering into a US$125 million Gold prepayment arrangement - 11 April 2019

On 11 April 2019, Sibanye-Stillwater announced that it has further enhanced its liquidity position by concluding a forward gold sale arrangement with Citibank whereby the Company has received a cash prepayment of US$125 million (approximately R1.75 billion) in exchange for the future delivery of 105,906 ounces (3,294 kilograms) of gold during Q4 2019, subject to a floor price of US$1,200 per ounce and a cap price of US$1,323 per ounce. Sibanye-Stillwater settled this arrangement with the final delivery on 14 November 2019.

Sibanye-Stillwater and AMCU conclude gold strike - 17 April 2019

On 17 April 2019, Sibanye-Stillwater reported that the five month strike by the Association of Mineworkers and Construction Union (AMCU) at its SA gold operations, has been resolved. As part of the agreement reached with Sibanye-Stillwater, AMCU has committed to signing the 2018 three-year wage agreement previously signed with National Union of Mineworkers (the NUM), Solidarity and UASA in respect of wages and conditions of service for the period 1 July 2018 to 30 June 2021. Sibanye-Stillwater has agreed to, inter alia:

an ex gratia payment of R4,000 for all employees at its gold operations in the form of cash or a voucher, to alleviate hardship
offer a cash advance of R5,000 upon request of the employees which will be repayable over a 12 month period
assistance with debt consolidation and counselling as part of the existing 'Care for iMali' program
waive its rights to reclaim costs incurred on behalf of employees during the strike including contributions to medical aid and pension/provident funds, accommodation and feeding costs
provide transport for employees to return to work
any employees who were dismissed for strike related misconduct will be subject to normal disciplinary proceedings in line with the Company's disciplinarily code and procedures which include the right to lodge a complaint in line with the formal grievance procedures

Resignation of Group Chairman, Mr Sello Moloko and appointment of Dr Vincent Maphai - 29 May 2019

On 29 May 2019, Sibanye-Stillwater announced, in accordance with Section 3.59 of the JSE Limited Listings Requirements, the Board of advised that the current Board Chairman, Mr Sello Moloko has tendered his resignation, effective 30 September 2019, in order to focus on his other responsibilities and the ongoing development of the Thesele Group, which he founded in 2005. Mr Moloko has served as Chairman of the Group since it was established in February 2013 and has overseen the growth and development of the Group, from a South African gold producer, into a leading international precious metals company and the Board would like to thank him for his sage counsel and guidance during this transformative period in the Company's history.

The Board was also pleased to announce the appointment of Dr Vincent Maphai, who succeeded Mr Moloko as Chairman and Non-executive Independent director, and joined the Board as Chairman designate effective from 1 June 2019. Dr Maphai's appointment followed an extensive search process and allowed for a suitable handover period in order to ensure continuity. The Board would like to congratulate and welcome Dr Maphai and looks forward to his valuable contribution to the ongoing development of Sibanye-Stillwater.

Sibanye-Stillwater acquisition of Lonmin - 7 June 2019

On 14 December 2017, Sibanye-Stillwater announced that it had reached an agreement with Lonmin Plc (Lonmin) on the terms of a recommended all-share offer to acquire the entire issued and to be issued ordinary share capital of Lonmin (the Lonmin Acquisition). The Lonmin Acquisition was effected by means of a scheme of arrangement between Lonmin and the Lonmin shareholders under Part 26 of the UK Companies Act. Under the initial terms of the Lonmin Acquisition, each Lonmin shareholder was entitled to receive: 0.967 new Sibanye-Stillwater shares for each Lonmin share (Initial offer).

On 25 April 2019, the boards of Sibanye-Stillwater and Lonmin reached agreement on the terms of an increased recommended all-share offer pursuant to which Sibanye-Stillwater, and/or a wholly owned subsidiary of Sibanye-Stillwater, was to acquire the entire issued and to be issued ordinary share capital of Lonmin (the Increased Offer). Under the terms of the Increased Offer, Lonmin shareholders was entitled to receive one new Sibanye-Stillwater share for each Lonmin share.

On 7 June 2019, Sibanye-Stillwater noted Lonmin's announcement made on 7 June 2019, that the Scheme implementing the acquisition of Lonmin plc has become Effective in accordance with its terms. Accordingly, the entire issued and to be issued ordinary share capital of Lonmin is now owned by Sibanye-Stillwater and all non-executive directors of Lonmin have tendered their resignations with effect from the Effective Time of the Scheme. Lonmin Shareholders swapped one Lonmin Share held for one New Sibanye-Stillwater Share and the total number of ordinary no par value shares issued was 290,394,531.

Sibanye-Stillwater trading as Sibanye Gold Limited commences internal restructuring process, creating a new holding company and listings for the Group - 4 October 2019

DIRECTORS' REPORT continued

"Scheme"). Under the Scheme, Sibanye Stillwater Limited will acquire Sibanye Gold Limited and its controlled entities. On 23 January 2020 Sibanye Gold Limited and Sibanye Stillwater Limited announced that all resolutions for the approval of the Scheme, were passed by the requisite majority voters at the Scheme Meeting held at the Sibanye Gold Limited Academy. The Scheme was implemented on 24 February 2020. For additional information on the key terms of the facility agreement, see -Companyfinancial statements-Notesto the company financial statements- Note 33: Events after reporting date.

Sibanye-Stillwater successfully refinances its Rand Revolving Credit Facility - 25 October 2019

On 25 October 2019, Sibanye-Stillwater announced that it has successfully refinanced its existing R6 billion Revolving Credit Facility maturing on 15 November 2019 with a new 3-year R5.5 billion Revolving Credit Facility (New ZAR RCF) on similar terms. The New ZAR RCF has an initial facility value of R5.5 billion and includes a R2 billion accordion option which allows for a future upsize to R7.5 billion, while the three-year tenor can be extended by two further one-year extensions.

For additional information on the key terms of the facility agreement, see -Companyfinancial statements-Notesto the company financial statements-Note21.3: R5.5 billion RCF.

Sibanye-Stillwater signs three-year PGM wage agreements - 15 November 2019

On 15 November 2019, Sibanye-Stillwater announced that it has concluded three-year wage agreements for its Rustenburg and Marikana operations which comprise part of the SA Platinum Group Metals operations. The wage agreements were signed with the representative unions - the Association of Mineworkers and Construction Union (AMCU) at the Marikana operation and AMCU and UASA (formerly known as United Association of South Africa) at the Rustenburg operation, in respect of wages and conditions of service for the period 1 July 2019 to 30 June 2022.

The agreement allows for increases to the basic wage of Category 4-9 surface and underground employees for both the Marikana and Rustenburg operations of R1 000 per month or 5% whichever is the higher in the first year, R1 000 per month or 5% whichever is the higher in the second year and R1 000 per month or 5% whichever is the higher in the third year. The pensionable base pay will increase by 3.5% for the Marikana operation over each of the next three years while the Rustenburg pensionable base pay and allowance base will increase by 5% over each of the next three years. Miners, artisans and officials will receive an increase of R1000 per month or 5% whichever is the higher per year for the three years.

Directorate


Name	Position	Date appointed	Date resigned
Vincent Maphai1,4	Chairman and independent non-executive director	1	June 2019	6 April 2020
Sello Moloko3	Chairman and independent non-executive director	1	January 2013	30 September 2019
Neal Froneman1	Chief Executive Officer	1	January 2013	6 April 2020
Charl Keyter1	Chief Financial Officer	9	November 2012	6 April 2020
Tim Cumming1	Independent non-executive director	21	February 2013	6 April 2020
Savannah Danson1	Independent non-executive director	23	May 2017	6 April 2020
Barry Davison5	Independent non-executive director	21	February 2013	28 May 2019
Harry Kenyon-Slaney1	Independent non-executive director	16	January 2019	6 April 2020
Rick Menell1	Independent non-executive director	1	January 2013	6 April 2020
Nkosemntu Nika1	Independent non-executive director	21	February 2013	6 April 2020
Keith Rayner1	Independent non-executive director	1	January 2013	6 April 2020
Sue van der Merwe1	Independent non-executive director	21	February 2013	6 April 2020
Jerry Vilakazi1	Independent non-executive director	1	January 2013	6 April 2020
Shadwick Bessit6	Non-independent executive director	6	April 2020
Pieter Henning6	Non-independent executive director	6	April 2020
Dawie Mostert6	Non-independent executive director	6	April 2020
Wayne Robinson6	Non-independent executive director	6	April 2020
Wang Bin2	Non-independentnon-executive director	1	January 2020	6 April 2020
Lu Jiongjie2	Non-independentnon-executive director	1	January 2020	6 April 2020

Director resigned from the board of Sibanye Gold Limited on 6 April 2020 after being appointed to the board of Sibanye Stillwater Limited on 24 February 2020 (Scheme of arrangement)
Messrs Wang Bin and Lu Jiongjie have been appointed as Non-Independent,Non-Executive Directors to the Company's Board with effect from 1 January 2020. They resigned effective 6 April 2020
Sello Moloko has tendered his resignation, effective 30 September 2019, in order to focus on his other responsibilities and the ongoing development of the Thesele Group, which he founded in 2005
Vincent Maphai has taken over from Sello Moloko as Chairman designate, effective from 1 June 2019
Barry Davison resigned as an Independent non-executive director at the AGM held on 28 May 2019
Messrs Bessit, Henning, Mostert and Robinson have been appointed as Non-Independent, Executive Directors to the board of Sibanye Gold Limited with effect from 6 April 2020

DIRECTORS' REPORT continued

Directors' and officers' disclosure of interest in contracts

As of the date of this report, none of the directors, officers or major shareholders of Sibanye-Stillwater or, to the knowledge of Sibanye-Stillwater's management, their families, had any interest, direct or indirect, in any transaction during the last fiscal year or in any proposed transaction which has affected or will materially affect Sibanye-Stillwater or its investment interests or subsidiaries. None of the directors or officers of Sibanye- Stillwater or any associate of such director or officer is currently or has been at any time during the past fiscal year materially indebted to Sibanye- Stillwater.

For related party information, see -Company financial statements-Notes to the company financial statements-Note 32: Related-party transactions.

Litigation

Occupational healthcare obligation

On 3 May 2018, the Occupational Lung Disease Working Group (the Working Group), including the Sibanye-Stillwater Group, agreed to an approximately R5 billion class action settlement with the claimants. The estimated costs were reviewed at 31 December 2018 and discounted using a risk-free rate.

On 26 July 2019 the Gauteng High Court in Johannesburg approved the R5 billion settlement agreement in the silicosis class case. This settlement agreement provides compensation to all eligible workers suffering from silicosis and/or tuberculosis who worked in the Occupational Lung Disease Working Group companies' mines from 12 March 1965 to the date of the settlement agreement. Sibanye-Stillwater currently has provided R1,282.1 million for its share of the settlement cost. The provision is consequently subject to adjustment in the future based on the number of eligible workers.

On 19 December 2019 Sibanye Stillwater provided a guarantee for an amount not exceeding R1,372 million in respect of trust administration contributions, initial benefit contributions and benefit contributions as required by the Trust Deed.

For additional information of occupational healthcare obligation recognised, see -Companyfinancial statements-Notesto the company financial statements-Note24: Occupational healthcare obligation.

Purported Class Action Lawsuits

In 2018, two groups of plaintiffs filed purported class action lawsuits, subsequently consolidated into a single action (Class Action), against Sibanye Gold Limited (Sibanye-Stillwater) and Neal Froneman (collectively, the Defendants) in the United States District Court for the Eastern District of New York, alleging violations of the US securities laws. Specifically, the Class Action alleges that the Defendants made false and/or misleading statements about its safety practices and record and thereby violated the US securities laws. The Class Action seeks an unspecific amount of damages. The Defendants have filed a motion to dismiss the Class Action. The Court may decide the motion to dismiss with or without oral argument. As the case is still in the early stages, it is not possible to determine the likelihood of success on the merits or any potential liability from the Class Action nor estimate the duration of the litigation. Sibanye-Stillwater intends to defend the case vigorously.

Company secretary

Lerato Matlosa was appointed Company Secretary of Sibanye-Stillwater with effect from 1 June 2018.

Auditors

The Audit Committee has recommended to the Board that Ernst & Young Inc. continues in office in accordance with section 90(1) of the Companies Act and in terms of the JSE Listings Requirements, subject to shareholders approving the resolution at the next annual general meeting.

EY	Ernst & Young Incorporated
102 Rivonia Road	Co Reg. No. 2005/002308/21
Sandton	Tel: +27 (0) 11 772 3000
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2146	Docex 123 Randburg
	ey.com

Independent Auditor's Report

To the Shareholders of Sibanye Stillwater Limited as successor entity to Sibanye Gold Limited (trading as Sibanye Stillwater)

Report on the Audit of the Separate Financial Statements

Opinion

We have audited the separate financial statements of Sibanye Gold Limited ('the company') set out on pages 33 - 85 which comprise the separate statement of financial position as at 31 December 2019, and the separate statement of profit or loss and other comprehensive income, the separate statement of changes in equity and the separate statement of cash flows for the year then ended, and notes to the separate financial statements, including a summary of significant accounting policies.

In our opinion, the separate financial statements present fairly, in all material respects, the separate financial position of the company as at 31 December 2019, and its separate financial performance and separate cash flows for the year then ended in accordance with International Financial Reporting Standards and the requirements of the Companies Act of South Africa.

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Separate Financial Statements section of our report. We are independent of the company in accordance with the sections 290 and 291 of the Independent Regulatory Board for Auditors' Code of Professional Conduct for Registered Auditors (Revised January 2018), parts 1 and 3 of the Independent Regulatory Board for Auditors' Code of Professional Conduct for Registered Auditors (Revised November 2018) (together the IRBA Codes) and other independence requirements applicable to performing audits of financial statements of the company and in South Africa. We have fulfilled our other ethical responsibilities, as applicable, in accordance with the IRBA Codes and in accordance with other ethical requirements applicable to performing audits of the company and in South Africa. The IRBA Codes are consistent with the corresponding sections of the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA code) and the International Ethics Standards Board for Accountants' International Code of Ethics for Professional Accountants (including International Independence Standards) respectively. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the separate financial statements of the current period. These matters were addressed in the context of our audit of the separate financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor's responsibilities for the audit of the separate financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the separate financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements.

A member firm of Ernst & Young Global Limited

Key Audit Matter

How the matter was addressed in the audit

Initial audit engagement

•

We performed walkthroughs of processes and

controls on processed assessed to be significant as

Initial audit engagements involve a number of considerations

a result of areas of higher risk, complex accounting

not associated with recurring audits. Compared to an ongoing

and higher judgement and estimations.

audit process in future years, the procedures for an initial audit

•

We attended the prior year closing audit committee

are either incremental in nature when compared to a recurring

meetings

which

the

predecessor

auditor

audit. In our first

year as auditors, significant audit

effort

presented

the

results

of its

audits to

aid

our

incurred to build

our

knowledge

of the

Company

and

its

understanding

of key

audit

risk areas,

and

their

affiliates, by understanding their

specific risks,

controls,

conclusions thereon.

accounting policies and processes.

•

We reviewed the predecessor auditor's audit files for

In the first year

company

auditors,

there

risk

assessment of

reasonability

of opening

balances,

and the audit procedures performed, including more

inappropriate reliance on opening balances and inconsistent

detailed discussions held on higher risk accounts

application of accounting policies. There is also the risk of an

and accounts impacted by significant management

inappropriate audit

approach

resulting

from

incomplete

judgement and estimation.

information about the company and its operations, incorrect

•

We reviewed the schedule of unadjusted differences

assessment of significant risks and identification

of key

recorded by the predecessor auditor and considered

controls. The results of these factors were key drivers in the

the impact on the opening balances and the current

appropriate design of the audit programme for the period.

year financial statements.

•

We reviewed the prior year control matters reported

by predecessor auditor and by management.

•

The information gathered from the above procedures

was applied in concluding on the appropriateness of

opening balances, and in designing an appropriate

audit programme for the Company.

Other Matter

The financial statements of Sibanye Gold Limited for the year ended 31 December 2018, were audited by another auditor who expressed an unmodified opinion on those statements on 29 March 2019.

Other Information

The directors are responsible for the other information. The other information comprises the information included in the 86-page document titled "Company Financial Statements 2019", which includes the Directors' Report, the Audit Committee's Report and the Company Secretary's Certificate as required by the Companies Act of South Africa. The other information does not include the separate financial statements and our auditor's reports thereon.

Our opinion on the separate financial statements does not cover the other information and we do not express an audit opinion or any form of assurance conclusion thereon.

In connection with our audit of the separate financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the separate financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a

material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the Separate Financial Statements

The directors are responsible for the preparation and fair presentation of the separate financial statements in accordance with International Financial Reporting Standards and the requirements of the Companies Act of South Africa, and for such internal control as the directors determine is necessary to enable the preparation of separate financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the separate financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's Responsibilities for the Audit of the Separate Financial Statements

Our objectives are to obtain reasonable assurance about whether the separate financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these separate financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the separate financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors' use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the separate financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the separate financial statements, including the disclosures, and whether the separate financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the separate financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

In terms of the IRBA Rule published in Government Gazette Number 39475 dated 4 December 2015, we report that this is the first year Ernst & Young Inc. has been the auditor of Sibanye Gold Limited.

Ernst & Young Inc.

Director - Lance Ian Neame Tomlinson

Registered Auditor

Chartered Accountant (SA)

102 Rivonia Road, Sandton

Johannesburg, South Africa

22 April 2020

COMPANY INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2019

Figures in million - SA rand	Notes	2019	2018
Revenue	3	14,026.6	17,752.5
Cost of sales	4	(17,760.1)	(19,215.4)
Investment income	5.1	870.6	1,054.0
Finance expense	5.2	(1,475.7)	(1,330.2)
Share-based payments	6	(245.6)	(259.4)
(Loss)/Gain on financial instruments	14, 16, 21.4	(3,885.2)	421.2
Gain on foreign exchange differences		281.8	1,337.0
Other income		289.0	133.4
Other costs		(717.2)	(245.9)
Gain on disposal of property, plant and equipment		35.6	51.0
Impairments	7	(744.1)	(2,384.2)
Occupational healthcare expense	24	39.6	(15.4)
Restructuring costs		(357.5)	(14.2)
Transaction costs		(369.0)	(168.5)
Net loss on recognition of financial guarantee asset and liability	16	-	(263.0)
Gain on DRDGOLD Transaction		-	613.5
Gain on derecognition of borrowings and derivative financial instrument	21.4	-	101.2
Loss before royalties, carbon tax and tax		(10,011.2)	(2,432.4)
Royalties	8.1	(69.6)	(46.3)
Carbon tax		(12.0)	-
Loss before tax		(10,092.8)	(2,478.7)
Mining and income tax	8.2	2,253.7	1,071.1
Loss for the year		(7,839.1)	(1,407.6)

The accompanying notes form an integral part of these company financial statements.

COMPANY STATEMENT OF OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2019

Figures in million - SA rand	2019	2018
Loss for the year	(7,839.1)	(1,407.6)
Other comprehensive income, net of tax	-	48.2
Mark-to-market valuation1	-	48.2
Total comprehensive income	(7,839.1)	(1,359.4)

1 These gains and losses will never be reclassified to profit or loss

The accompanying notes form an integral part of these company financial statements.

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2019

Figures in million - SA rand	Notes	2019	2018
Assets
Non-current assets		46,117.6	46,824.7
Property, plant and equipment	10	10,531.5	11,291.5
Right-of-use assets	11	98.2	-
Investment in subsidiaries	12	24,631.5	20,280.3
Investment in associates	13	76.0	81.0
Other investments		187.3	193.7
Derivative financial instrument	12	116.5	48.3
Related party loans	32	7,719.6	12,490.9
Environmental rehabilitation obligation funds	14	2,332.7	2,163.7
Other receivables	15	29.0	45.4
Deferred tax asset	8.3	209.4	-
Financial guarantee asset	16.1	185.9	229.9
Current assets		3,981.8	4,433.3
Inventories	17	206.8	70.1
Trade and other receivables	18	385.6	722.1
Other receivable	15	39.9	35.2
Related party receivables	32	2,135.6	3,522.2
Financial guarantee asset	16.1	85.6	83.7
Cash and cash equivalents	19	1,128.3	-
Total assets		50,099.4	51,258.0
Equity and liabilities
Total equity		19,478.4	21,032.2
Stated share capital	20	40,662.0	34,667.0
Share-based payment reserve		3,447.5	3,157.2
Other reserves		48.2	48.2
Accumulated loss		(24,679.3)	(16,840.2)
Non-current liabilities		21,232.6	17,995.2
Borrowings	21	6,642.2	5,214.1
Derivative financial instrument	21	4,144.9	408.9
Lease liabilities	22	65.0	-
Environmental rehabilitation obligation	23	2,572.6	2,325.6
Post-retirement healthcare obligation		-	5.6
Occupational healthcare obligation	24	1,133.1	1,164.2
Financial guarantee liability	16.2	313.3	319.1
Deferred revenue	25	6,361.5	6,525.3
Deferred tax liabilities	8.3	-	2,032.4
Current Liabilities		9,388.4	12,230.6
Borrowings	21	36.4	5,748.6
Occupational healthcare obligation	24	149.0	109.9
Lease liabilities	22	44.1	-
Trade and other payables	26	2,462.9	2,396.2
Related party payables	32	5,450.7	3,831.7
Financial guarantee liability	16.2	30.8	59.5
Deferred revenue	25	1,198.6	30.1
Tax and royalties payable	8.4	15.9	25.2
Bank overdraft	19	-	29.4

Total equity and liabilities		50,099.4	51,258.0

The accompanying notes form an integral part of these company financial statements.

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2019

			Share-
		Stated	based	Mark-to-
		share	payment	market Accumulated	Total
Figures in million - SA rand	Notes	capital	reserve	reserve	loss	Equity
Balance at 31 December 2017		34,667.0	2,896.7	-	(15,432.6)	22,131.1
Total comprehensive income for the year		-	-	48.2	(1,407.6)	(1,359.4)
Loss for the year		-	-	-	(1,407.6)	(1,407.6)
Other comprehensive income		-	-	48.2	-	48.2
Share-based payments	6	-	260.5	-	-	260.5
Balance at 31 December 2018		34,667.0	3,157.2	48.2	(16,840.2)	21,032.2
Total comprehensive income for the year		-	-	-	(7,839.1)	(7,839.1)
Loss for the year		-	-	-	(7,839.1)	(7,839.1)
Shares issued for cash		1,688.4	-	-	-	1,688.4
Shares issued on Lonmin acquisition	12	4,306.6	-	-	-	4,306.6
Share-based payments	6	-	290.3	-	-	290.3
Balance at 31 December 2019		40,662.0	3,447.5	48.2	(24,679.3)	19,478.4

The accompanying notes form an integral part of these company financial statements.

COMPANY STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2019

Figures in million - SA rand	Notes	2019	2018
Cash flow from operating activities
Cash (utilised)/generated by operations	27	(4,372.8)	2,088.3
Deferred revenue advance received	25	2,859.3	6,555.4
Post-retirement health care payments		(6.1)	(6.6)
Change in working capital	28	3,337.6	646.3
		1,818.0	9,283.4
Interest received		465.8	775.5
Interest paid		(621.9)	(712.7)
Royalties paid	8.4	(73.3)	(65.7)
Tax (paid)/refunded	8.4	(5.7)	17.6
Guarantee fee received	16.1	91.7	93.0
Guarantee release fee	16.2	(54.1)	(52.9)
Net cash from operating activities		1,620.5	9,338.2
Cash flow from investing activities
Additions to property, plant and equipment	10	(1,927.4)	(2,731.9)
Proceeds on disposal of property, plant and equipment	10	36.3	60.1
Investment in subsidiaries	12	(54.9)	(4,812.9)
Preference shares redeemed by Rand Refinery	13	186.9	102.8
Loan advanced to associate		-	(1.4)
Contributions to environmental rehabilitation obligation funds	14	(7.3)	(14.6)
Related party loans advanced to subsidiaries		(1,266.9)	(1,136.4)
Related party loans receivable repaid by subsidiaries		5,189.6	-
Net cash from/(used in) investing activities		2,156.3	(8,534.3)
Cash flow from financing activities		11,991.8
Loans raised	21	13,216.2
Loans repaid	21	(16,364.3)	(13,845.2)
Related party loans advanced by subsidiaries		110.3	85.6
Related party loans payable repaid to subsidiaries		-	(400.0)
Lease payments	22	(45.3)	-
Proceeds from shares issued		1,688.4	-
Net cash used in financing activities		(2,619.1)	(943.4)
Net increase/(decrease) in cash and cash equivalents		1,157.7	(139.5)
Cash and cash equivalents at beginning of the year		(29.4)	110.1
Cash and cash equivalents at end of the year	19	1,128.3	(29.4)

The accompanying notes form an integral part of these company financial statements.

NOTES TO THE COMPANY FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2019

1. Accounting policies

The principal accounting policies applied in the preparation of these separate (Company) financial statements are set out below. Where an accounting policy is specific to a note, the policy is described in the note which it relates to. These policies have been consistently applied to all the periods presented except for the adoption of IFRS 16 Leases (IFRS 16)(refer note 11 and 22).

The consolidated financial statements of Sibanye-Stillwater and its subsidiaries (the Group) can be found on Sibanye-Stillwater's website (www.sibanyestillwater.com).

Reporting entity
On 24 February 2020 Sibanye Gold Limited and Sibanye Stillwater Limited implemented a scheme of arrangement to reorganise Sibanye Gold Limited's operations under a new parent company, Sibanye Stillwater Limited. These historical financial statements are those of Sibanye Gold Limited's business as of 31 December 2019 and 2018 and for each of the fiscal years in the two-year period ended 31 December 2019 (refer note 33.1).
Sibanye Gold Limited, trading as Sibanye-Stillwater(Sibanye-Stillwater or the Company), an independent, global, precious metals mining company, produces a mix of metals that includes gold as the primary product. Domiciled in South Africa, Sibanye-Stillwater, through investments in subsidiaries and associates, currently owns and operates a portfolio of high-quality operations and projects. The Company's principal operations are Driefontein, Kloof and Beatrix.
Basis of preparation
The company financial statements for the year ended 31 December 2019 have been prepared on a going concern basis in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board, the South African Institute of Chartered Accountants Financial Reporting Guides issued by the Accounting Practices Committee and Financial Reporting Pronouncements issued by the Financial Reporting Standards Council, as well as the requirements of the South African Companies Act and JSE Listings Requirements. The company financial statements have been prepared under the historical cost convention, except for certain financial assets and financial liabilities (including derivative instruments), which are measured at fair value through profit or loss or other comprehensive income.
Standards, interpretations and amendments to published standards effective for the year ended 31 December 2019
During the financial year, the following new accounting standards became effective and had an impact on the financial statements:

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

Pronouncement	Details of amendments	Effective date1
IFRS 16 Leases (New	IFRS 16 Leases was adopted with effect from 1 January 2019. The standard sets	1 January 2019
standard)	out the principles for the recognition, measurement, presentation and disclosure of
	leases and requires lessees to account for most leases under a single on-balance
	sheet model. IFRS 16 supersedes IAS 17 Leases, IFRIC 4 Determining whether
	an Arrangement contains a Lease, SIC-15 Operating Leases-Incentives and SIC-
	27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease.
	Under the new standard, all lessee lease contracts, with limited exceptions, are
	recognised in the financial statements by way of right-of-use assets and
	corresponding lease liabilities. The Company's leases comprise of mining
	equipment, vehicles and office rentals. The Company is not a lessor and IFRS 16
	therefore only impacted lessee accounting.
	As a practical expedient, the Company applied the modified retrospective
	transition method, and consequently comparative information is not restated.
	Under this method, the standard is applied retrospectively with the cumulative
	effect recognised as an adjustment to the opening balance of accumulated loss at
	the date of initial application. The Company has applied the new definition of a
	lease to all arrangements still effective at the date of initial application.
	The Company also elected to use the recognition exemptions for lease contracts
	that, at the commencement date, have a lease term of 12 months or less and do
	not contain a purchase option, and lease contracts for which the underlying asset
	is of low value. In addition, certain variable lease payments are not permitted to be
	recognised as lease liabilities and are expensed as incurred.
	Under the modified retrospective transition approach, lease payments were
	discounted at 1 January 2019 using an incremental borrowing rate representing
	the rate of interest at which the Company would have to pay to borrow over a
	similar term, and with a similar security, the funds necessary to obtain an asset of
	a similar value to the right-of-use asset in a similar economic environment. The
	average rate applied is 9.10%.
	Lease liabilities were measured at the present value of the remaining lease
	payments, discounted using the entity-specific incremental borrowing rates
	described above. The Company elected to recognise the right-of-use assets for all
	leases based on an amount equal to the lease liabilities. There were no onerous
	lease contracts that would require an adjustment to the right-of-use assets at the
	date of initial application.
	The impact of adopting of the new accounting standard on the statement of
	financial position on 1 January 2019 was as follows:
	• increase in right-of-use assets by R150.2 million
	• increase in lease liabilities by R150.2 million
	• no impact on accumulated loss
	(refer note 11 and note 22)

1 Effective date refers to annual period beginning on or after said date

During the financial year, the following new and revised accounting standards and amendments to standards became effective and had no significant impact on the Company's financial statements:

Pronouncement	Details of amendments	Effective date1
IFRS 3 Business Combinations	Annual Improvements 2015-2017 Cycle	1 January 2019
(Amendment)	Clarification that when an entity obtains control of a business that is a joint

	operation, it is required to remeasure previously held interests in that business.

IFRS 9 Financial instruments	Prepayment Features with Negative Compensation	1 January 2019
(Amendment)	The narrow-scope amendment allows companies to measure particular

	prepayable financial assets with negative compensation at amortised cost or at
	fair value through other comprehensive income if a specified condition is met.

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

IFRS 11 Disclosure of Interest	Annual Improvements 2015-2017 Cycle	1 January 2019
in Other Entities (Amendment)	Clarification that when an entity obtains joint control of a business that is a joint

	operation, the entity does not remeasure previously held interests in that
	business.

IAS 12 Income Taxes	Annual Improvements 2015-2017 Cycle	1 January 2019
(Amendment)	Clarification that all income tax consequences of dividends should be recognised

	consistently with the transactions that generated the distributable profits.

IAS 19 Employee Benefits	Plan Amendment, Curtailment or Settlement	1 January 2019
(Amendment)	The amendments clarify that:

	•	on amendment, curtailment or settlement of a defined benefit plan, a
		company now uses updated actuarial assumptions to determine its
		current service cost and net interest for the period; and
	•	the effect of the asset ceiling is disregarded when calculating the gain
		or loss on any settlement of the plan and is dealt with separately in
		other comprehensive income (OCI).

IAS 23 Borrowing Costs	Annual Improvements 2015-2017 Cycle	1 January 2019
(Amendment)	The amendments clarify that if any specific borrowing remains outstanding after

	the related asset is ready for its intended use or sale, that borrowing becomes
	part of the funds that an entity borrows generally when calculating the
	capitalisation rate on general borrowings.

IFRIC 23 Uncertainty over	The interpretation specifies how an entity should reflect the effects of	1 January 2019
Income Tax Treatments	uncertainties in accounting for income taxes.

IAS 28 Investments in	Long-term interest in Associates and Joint Ventures	1 January 2019
Associates and Joint Ventures	Clarification provided that an entity should apply IFRS 9 to long-term interests in
(Amendment)
an associate or joint venture that form part of the net investment in the associate

	or joint venture but to which the equity method is not applied.

1 Effective date refers to annual period beginning on or after said date

Standards, interpretations and amendments to published standards which are not yet effective

Certain new standards, amendments and interpretations to existing standards have been published that apply to the Company's accounting periods beginning on or after 1 January 2020 but have not been early adopted by the Company. The standards, amendments and interpretations that are applicable to the Company are:

Pronouncement	Details of amendments and estimated impact	Effective date1
IAS 1 Presentation of	The amendments clarify and align the definition of 'material' and provide guidance to	1 January 2020
Financial Statements	help improve consistency in the application of that concept whenever it is used in
(Amendment) 2	IFRS.
IAS 8 Accounting Policies,	The amendments clarify and align the definition of 'material' and provide guidance to	1 January 2020
Changes in Accounting	help improve consistency in the application of that concept whenever it is used in
Estimates and Errors	IFRS Standards.
(Amendment) 2
IFRS 3 Business	The IASB issued amendments to the definition of a business in IFRS 3 Business	1 January 2020
Combinations	Combinations to help entities determine whether an acquired set of activities and
(Amendment) 2	assets is a business or not.
The revised Conceptual	The Conceptual Framework is to assist the Board in developing standards, to help	1 January 2020
Framework for Financial	preparers develop consistent accounting policies if there is no applicable standard in
Reporting 2	place and to assist all parties to understand and interpret the standards.

Effective date refers to annual period beginning on or after said date
No impact

Significant accounting judgements and estimates

The preparation of the financial statements requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The determination of estimates requires the exercise of judgement based on various assumptions and other factors such as historical experience, current and expected economic conditions, and in some cases valuation techniques. Actual results could differ from those estimates.

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

For significant accounting policies that are subject to significant judgement, estimates and assumptions, see the following notes to the financial statements:

Significant accounting policy	Note to the company financial statements
Royalties, mining and income tax, and deferred tax	8 - Royalties, mining and income tax, and deferred tax
Property, plant and equipment	10	- Property, plant and equipment
Inventories	17	- Inventories
Environmental rehabilitation obligation	23	- Environmental rehabilitation obligation
Occupational healthcare obligation	24	- Occupational healthcare obligation
Deferred revenue	25	- Deferred revenue
Contingent liabilities	31	- Contingent liabilities

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the financial period are discussed under the relevant note of the item affected.

Transactions with shareholders of Sibanye-Stillwater
Transactions with owners in the capacity as equity participants are not recognised in profit or loss, but instead are recognised in equity with a corresponding change in assets or liabilities.
Foreign currencies
Functional and presentation currency
Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the entity operates (the functional currency) which is South African rand. The company financial statements are presented in South African rand, which is the Company's presentation currency.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities are translated into the functional currency at each reporting date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies, are recognised in profit or loss.
Comparatives
Where necessary comparative periods may be adjusted to conform to changes in presentation.

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

2. Segment reporting

Accounting policy

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker and is based on individual mining operations. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the executive management team that makes strategic decisions.

			2019		Corporate and			2018
									Corporate and
					reconciling					reconciling
Figures in million - SA rand	Total	Driefontein	Kloof	Beatrix	items1	Total	Driefontein	Kloof	Beatrix	items1
Revenue	14,026.6	3,303.1	6,808.5	3,798.6	116.4	17,752.5	5,111.2	8,131.7	4,601.3	(91.7)
Underground	12,547.5	3,301.4	5,552.4	3,577.3	116.4	16,096.4	4,782.4	6,937.9	4,467.8	(91.7)
Surface	1,479.1	1.7	1,256.1	221.3	-	1,656.1	328.8	1,193.8	133.5	-
Cost of sales, before amortisation and	(14,980.7)					(15,984.9)
depreciation	(4,438.5)	(6,872.9)	(3,669.3)	-	(5,709.3)	(6,364.8)	(3,910.8)	-
Underground	(13,695.0)	(4,428.5)	(5,741.1)	(3,525.4)	-	(14,579.9)	(5,386.7)	(5,352.2)	(3,841.0)	-
Surface	(1,285.7)	(10.0)	(1,131.8)	(143.9)	-	(1,405.0)	(322.6)	(1,012.6)	(69.8)	-
Net other cash costs2	(653.0)	(197.6)	(152.7)	(179.8)	(122.9)	(112.1)	(50.2)	(44.8)	(37.2)	20.1
Adjusted EBITDA	(1,607.1)	(1,333.0)	(217.1)	(50.5)	(6.5)	1,655.5	(648.3)	1,722.1	653.3	(71.6)
Amortisation and depreciation	(2,779.4)	(920.5)	(1,200.9)	(640.0)	(18.0)	(3,230.5)	(1,200.9)	(1,378.8)	(635.3)	(15.5)
Investment income	870.6	61.8	54.1	32.9	721.8	1,054.0	94.3	72.0	40.0	847.7
Finance expense	(1,475.7)	(251.3)	(251.7)	(149.8)	(822.9)	(1,330.2)	(234.9)	(245.9)	(143.6)	(705.8)
Share-based payments	(245.6)	-	-	-	(245.6)	(259.4)	(0.2)	-	-	(259.2)
Net other costs3	(3,378.6)	24.2	38.7	20.3	(3,461.8)	1,757.8	(362.8)	(110.3)	(57.8)	2,288.7
Non-underlying items4	(1,395.4)	(169.5)	(35.1)	(112.4)	(1,078.4)	(2,079.6)	(2,157.6)	27.2	(156.6)	207.4
Royalties and Carbon tax	(81.6)	(16.6)	(34.2)	(30.8)	-	(46.4)	1.4	(29.0)	(18.8)	-
Current taxation	11.9	(22.7)	(5.5)	(13.3)	53.4	(52.0)	63.9	(75.3)	5.5	(46.1)
Deferred taxation	2,241.8	74.8	150.4	89.9	1,926.7	1,123.1	922.9	313.1	127.8	(240.7)
(Loss)/profit for the year	(7,839.1)	(2,552.8)	(1,501.3)	(853.7)	(2,931.3)	(1,407.7)	(3,522.2)	295.1	(185.5)	2,004.9
Sustaining capital expenditure	(480.6)	(163.0)	(238.1)	(70.5)	(9.0)	(534.5)	(228.1)	(220.6)	(82.6)	(3.2)
Ore reserve development	(1,336.5)	(512.9)	(590.4)	(233.2)	-	(2,053.6)	(817.1)	(839.6)	(396.9)	-
Growth projects	(111.0)	-	(108.9)	(2.1)	-	(143.9)	(0.4)	(141.8)	(1.7)	-
Total capital expenditure	(1,928.1)	(675.9)	(937.4)	(305.8)	(9.0)	(2,732.0)	(1,045.6)	(1,202.0)	(481.2)	(3.2)

Corporate and reconciling items represents the items to reconcile segment data to company financial statement totals. This does not represent a separate segment as it does not generate mining revenue. Corporate includes net revenue generated through the Wheaton Stream settlement mechanism
Net other cash costs consist of care and maintenance and other costs
Net other costs consists of gain/(loss) on financial instruments, gain on foreign exchange differences, change in estimate of environmental rehabilitation obligation and other income
Non-underlyingitems consists of gain on disposal of property, plant and equipment, impairments, net (loss)/gain on recognition of financial guarantee asset and liability, gain on DRDGOLD Transaction, gain on derecognition of borrowings and derivative financial instrument, occupational healthcare expense, restructuring costs, and transaction costs as detailed in profit or loss

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

3. Revenue

Accounting policy

Revenue from mining activities

Revenue from gold sales is measured and recognised based on the consideration specified in a contract with a customer. The Company recognises revenue from gold sales when the customer obtains control of the gold. These criteria are typically met when the gold is credited to the customer's bullion account by Rand Refinery. The transaction price is determined based on the agreed upon market price and number of ounces delivered.

Streaming revenue

In 2018, Wheaton Precious Metals International Limited (Wheaton International) and Sibanye-Stillwater entered into a streaming transaction. 100% of refined mined gold and 4.5% of refined mined palladium from the Stillwater operations will be delivered to Wheaton International over the life of mine of the US PGM operations. Each ounce is identified as a separate performance obligation.

In exchange for this, Wheaton International paid Sibanye-Stillwater R6,555.4 million (US$500.0 million) on 25 July 2018. In addition to the advance payment, Wheaton International currently pays Sibanye-Stillwater 18% cash based on the value of gold and palladium deliveries each month. The contract will be settled by Sibanye-Stillwater delivering metal credits to Wheaton International representing underlying refined, mined gold and palladium.

The transaction price, being the advance payment and the cash payment to be received, is recognised as revenue each month when the metal credit is allocated to the appropriate Wheaton International account. It is from this date that Wheaton International has effectively accepted the metal, has physical control of the metal and has the risk and reward of the metal (i.e. control has transferred).

Revenue will be recognised over the life of mine of the US PGM operations. To the extent that the life of mine changes or other key inputs are changed (refer note 25), these changes are recognised prospectively as a cumulative catch-up in revenue in the year that the change occurs.

The sources of revenue are:

Figures in million - SA rand	2019	2018
Gold mining activities	14,188.3	17,779.2
Stream	(161.7)	(26.7)
Total revenue from contracts with customers	14,026.6	17,752.5

Geographical location of customers

Major customers

During 2019, total revenue from two customers which is reported in the Company's segments (Driefontein, Kloof and Beatrix), represented approximately R6,319 million and R4,499 million (2018: R7,371 million and R4,580 million), respectively.

4. Cost of sales

Accounting policy

The following accounting policies relate to some costs that are included in cost of sales:

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be reliably estimated.

Pension and provident funds

The Company operates a defined contribution retirement plan and contributes to a number of industry-based defined contribution retirement plans. The retirement plans are funded by payments from employees and the Company.

Contributions to defined contribution funds are expensed as incurred.

Figures in million - SA rand	2019	2018
Salaries and wages	(6,748.0)	(7,255.2)
Consumable stores	(3,086.3)	(3,747.7)
Utilities	(2,970.5)	(3,036.7)
Mine contracts	(1,053.0)	(1,356.0)
Other	(2,459.4)	(2,642.8)
Ore reserve development costs capitalised	1,336.5	2,053.5
Cost of sales, before amortisation and depreciation	(14,980.7)	(15,984.9)
Amortisation and depreciation	(2,779.4)	(3,230.5)
Total cost of sales	(17,760.1)	(19,215.4)

All employees are members of various defined contribution retirement plans. The cost of providing retirement benefits for the year amounted to R546.0 million (2018: R564.3 million).

5.1 Investment income

Accounting policy

Interest income comprises interest income on funds invested, dividend income, unwinding of the discount on financial assets and interest on environmental rehabilitation obligations funds. Interest income is recognised using the effective interest method. Dividend income is recognised on the date the Company's right to receive payment is established. Cash flows from interest received are classified under operating activities in the statement of cash flows.

Figures in million - SA rand	Note	2019	2018
Intercompany interest received from subsidiaries1		645.9	723.6
Rehabilitation funds	14	128.6	138.8
Other		96.1	191.6
Total investment income		870.6	1,054.0

1 Included in the amount received is R563.9 million (2018: R666.0 million) interest received from Stillwater Mining Company. Refer to note 32 for additional related party disclosures

5.2 Finance expense

Accounting policy

Finance expense comprises interest on borrowings, environmental rehabilitation obligation, occupational healthcare obligation, lease liabilities and deferred revenue.

Interest payable on borrowings is recognised in profit or loss over the term of the borrowings using the effective interest method. Cash flows from interest paid are classified under operating activities in the statement of cash flows.

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

Figures in million - SA rand	Notes	2019	2018
Interest charge on:		(455.1)
Borrowings - interest paid		(593.6)
Borrowings - accrued interest and unwinding of amortised cost		(301.8)	(291.7)
Environmental rehabilitation obligation	23	(201.9)	(159.0)
Lease liability	22	(12.9)	-
Occupational healthcare obligation	24	(115.5)	(105.4)
Deferred revenue1	25	(310.8)	(160.3)
Other2		(77.7)	(20.2)
Total finance expense		(1,475.7)	(1,330.2)

For the year ended 31 December 2019, interest expense includes approximately R310.8 million of non-cash interest expense relating to the gold and palladium streaming arrangement with Wheaton International. Although there is no cash financing cost related to this arrangement, IFRS 15 requires the Company to recognise a notional financing charge due to the significant time delay between receiving the upfront streaming payment and satisfying the related metal credit deliveries. A discount rate of 4.6% and 5.2% was used for the Wheaton palladium and gold stream respectively in determining the finance costs to be recognised as part of the streaming transaction entered into
Included in the amount is interest paid to subsidiaries of R56.1 million (2018: R7.4 million) which relates to interest earned on cash balances managed by the Company and paid to subsidiaries. Refer to note 32 for additional related party disclosures

6. Share-based payments

Accounting policy

The Company operates an equity-settled compensation plan in which certain employees of the Company participate. The fair value of the equity-settled instruments is measured by reference to the fair value of the equity instruments granted.

Fair value is based on market prices of the equity-settled instruments granted, if available, taking into account the terms and conditions upon which those equity-settled instruments were granted. Fair value of equity-settled instruments granted is estimated using appropriate valuation models and appropriate assumptions at the grant date. Non-market vesting conditions (service period prior to vesting) are not taken into account when estimating the fair value of the equity-settled instruments at grant date. Market conditions are taken into account in determining the fair value at grant date.

The grant date fair value of the equity-settled instruments is recognised as an employee benefit expense over the vesting period based on the Company's estimate of the number of instruments that will eventually vest, with a corresponding increase in the share-based payment reserve. Vesting assumptions for non-market conditions are reviewed at each reporting date to ensure they reflect current expectations.

The grant date fair value of the cash-settled instruments is recognised as an employee benefit expense over the vesting period based on the Company's estimate of the number of instruments that will eventually vest, with a corresponding increase in the share-based payment obligation. At each reporting date the obligation is remeasured to the fair value of the instrument, to reflect the potential outflow of cash resources to settle the liability, with a corresponding adjustment to gain or loss on financial instrument in profit or loss. Vesting assumptions for non-market conditions are reviewed at each reporting date to ensure they reflect current expectations.

Where the terms of an equity-settled or a cash-settled award are modified, the originally determined expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modification, which increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the participant as measured at the date of the modification.

Share based payment expense for the year consisted of the following:

Figures in million - SA rand	2019	2018
Sibanye Gold Limited 2013 and 2017 Share Plan (equity-settled scheme)1	(245.6)	(259.4)
Performance shares	(245.6)	(259.4)
Bonus shares	-	-
Total share-based payment expense	(245.6)	(259.4)

1 Included in the share-based payment reserve is R44.6 million (2018: R1.1 million) relating to subsidiaries not included in the equity-settledshare-based payment expense. These expenses are capitalised to the relevant investments in subsidiaries (refer note 12)

Sibanye-Stillwater Share Plans

On 21 November 2012, the shareholders of Sibanye-Stillwater approved the adoption of the Sibanye Gold Limited 2013 Share Plan (2013 Share Plan) with effect from the date of the listing of Sibanye Gold Limited. The 2013 Share plan provided for two methods of participation, namely Bonus Shares and Performance Shares. This plan sought to attract, retain, motivate and reward participating employees on a basis which seeks to align the interest of such employees with those of the shareholders. On 23 May 2017, the shareholders of Sibanye- Stillwater approved the adoption of the Sibanye-Stillwater 2017 Share Plan (2017 Share Plan) on essentially similar terms to the 2013 Share Plan. At the annual general meeting (AGM) on 30 May 2018, the directors of Sibanye-Stillwater were authorised to issue and allot all or any of such shares required for the 2017 Share Plan, up to a maximum not exceeding 86,748,850 shares. Under the 2017 Share Plan, an individual participant may also not be awarded an aggregate of shares exceeding 8,674,885 shares.

Bonus Shares - as part of the short-term incentive

The Remuneration Committee makes an annual award of Bonus Shares to eligible participants as a share-based component of the short-

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

term incentive scheme.

The total annual bonus is determined by reference to the actual performance rating of the individual against predetermined targets for the preceding cycle and is comprised of cash plus the face value of restricted Bonus Shares in the ratio of 60:40.

In other words, 40% of the annual bonus is awarded using Company shares as the "currency", as opposed to cash, access to which is deferred. As such, the Bonus Shares vest in two equal tranches, nine months and 18 months after the award date. Except for the right to dispose of the shares, participants have full shareholder rights in the unvested Bonus Shares during the restricted period, including the right to receive dividends.

The number of shares awarded is determined by dividing the face value of the Bonus Shares portion of the annual bonus by the volume- weighted average price (VWAP) of the Company's shares over the three days immediately prior to the award date.

Performance Shares - for long-term incentive

The Remuneration Committee makes an annual award of Performance Shares to eligible participants as part of its long-term incentive scheme. The number of Performance Shares awarded to an employee is based on the employee's annual guaranteed pay and job grade combined with a factor related to the employee's assessed performance rating for the prior year and using the relevant share price calculation (as for the Bonus Shares) at the award date, with ultimate vesting of those awards subject to performance conditions as approved by the Remuneration Committee.

Performance conditions applicable to Performance Share awards from March 2016 onwards

Due to concerns expressed by shareholders during 2015, a review was conducted to identify appropriate adjustments to the methodology for determining the performance conditions on Performance Shares to be reflective of the Company's evolving strategic market position and to enhance alignment with shareholder interests.

With effect from March 2016, in respect of the award of Performance Shares at that time and at any time thereafter (subject to any future agreed changes), an updated methodology was approved by the Remuneration Committee regarding the performance conditions applicable to the determination of the amount of Performance Shares that will vest at the end of the vesting period (currently three years from the date of the award).

Essentially the number of shares that vest depends on the extent to which Sibanye-Stillwater has performed over the intervening three year period relative to two performance criteria, Total Shareholder Return (TSR) and Return on Capital Employed (ROCE). These are among the most widely acceptable vesting performance measures suited to aligning the outcome of long-term share incentive awards with shareholders' interests.

In addition, at the sole discretion of the Remuneration Committee, up to 20% of the determined number of vesting shares using the two performance criteria is liable to forfeiture in the event of any extreme environmental, social, and governance (ESG) incidents occurring during the vesting period.

The number of the Performance Shares awarded that will finally vest three years after the award will range between 0% and 100% dependent on the extent to which the two performance criteria have been met and whether the Remuneration Committee has applied its further discretion to reduce the award on the basis mentioned above.

The details of these two performance conditions are provided below.

Total Shareholder Return (TSR) - 70% Weighting

TSR has been widely recognised as an appropriate indicator of shareholder value creation. It is used extensively internationally and increasingly in South Africa, sometimes as a single metric but most often as one of two or three weighted performance metrics. In some company share plans, an absolute target is set, but more often it is referenced in relation to the company's share price relative to those of a group of peers or 'comparator companies'.

In Sibanye-Stillwater's case, the TSR element is measured against a benchmark of eight peer group mining and resource companies that can be deemed to collectively represent an alternative investment portfolio for Sibanye-Stillwater's shareholders (Peer Group). The Peer Group comprises similar market capitalisation companies that are reflective of the expected positioning of Sibanye-Stillwater over the medium term as a value driven multi-commodity resources company with a specific focus on gold and platinum.

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

The Peer Group is set out in the table below.

Peer group companies for TSR comparison

AngloGold Ashanti Limited (AngloGold Ashanti)

Anglo American Platinum Limited (Anglo American Platinum)

Gold Fields Limited (Gold Fields)

Impala Platinum Holdings Limited

Northam Platinum Limited

Exxaro Resources Limited

Harmony Gold Mining Company Limited (Harmony)

African Rainbow Minerals Limited

Sibanye-Stillwater's TSR over the vesting period is compared with the Peer Group TSR curve constructed on a market capitalisation weighted basis in the following manner. The annualised TSR over the vesting period (TSRANN) is determined for each of the companies in the Peer Group. The Peer Group companies are sorted from lowest to highest TSRANN. The average market capitalisation based on daily closing price is determined for each company, and each peer company is assigned its proportion of the overall average market capitalisation of the Peer Group. The peer company TSR curve is plotted at the midpoint of each company's percentage of Peer Group market capitalisation on a cumulative basis above the worse performing companies in the Peer Group. In the event that one or more of the peer companies become ineligible for comparison, a peer company curve based on the companies remaining in the Peer Group is utilised.

The cumulative position of Sibanye-Stillwater's TSRANN is then mapped onto the TSR curve for the Peer Group to determine the percentile at which Sibanye-Stillwater performed over the vesting period. The performance curve governing vesting is set out in the table below with linear interpolation applied between the indicated levels.

TSR element of performance conditions

Percentile on peer group TSR curve		% vesting

0%	0%
10%	0%
20%	0%
30%	5%
40%	20%
50%	35%
60%	55%
70%	75%
80%	90%
90%	100%
100%	100%

Return on Capital Employed (ROCE) - 30% Weighting

ROCE is a profitability metric that measures how efficiently a company generates profits from its capital employed. There is an increased focus on measuring the returns earned by businesses on the capital deployed by shareholders over and above the steady low risk returns typically available on financial markets.

For Sibanye-Stillwater, ROCE is evaluated against the company's cost of equity (Ke). A minimum threshold on the performance scale for ROCE is set as equaling the cost of equity, Ke, which would lead to the ROCE element contributing 0% towards the performance condition. Delivering a return that exceeds Ke by 6% or more would be regarded as a superior return representing the maximum 100% on the performance scale and full vesting in respect of the ROCE element. The performance curve governing vesting is set out in the table below, with linear interpolation between the indicated levels.

ROCE element of performance condition

Annual ROCE	% vesting
≤Ke	0%
Ke + 1%	16.7%
Ke + 2%	33.3%
Ke + 3%	50.0%
Ke + 4%	66.7%
Ke + 5%	83.3%
Ke + 6%	100%

The overall vesting is determined by applying the TSR performance condition to 70% of awarded shares element and the ROCE performance condition to 30% of awarded shares - plus any further discretionary reduction in the award based on the Remuneration Committee's judgement regarding ESG issues mentioned above.

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

Share awards granted, exercised and forfeited

Refer to the table below for the inputs to the valuation models for share awards granted during the year.

Share awards from March 2016 onwards

The performance criteria used to govern the vesting of Performance Shares are determined by the Remuneration Committee and communicated in award letters to participants. The revised performance conditions, as described above, applied with the indicated weightings, were implemented for determining the vesting of future awards effective from March 2016 onwards.

As indicated, the performance criteria described above govern vesting of all share awards effective from 1 March 2016. Should any further adjustment be made these will govern future offers but will not be applied retrospectively.

The inputs to the valuation model for shares awards granted during the year were as follows:

Performance shares		Bonus shares
2018	2019	MONTE CARLO SIMULATION	2019	2018
		Weighted average historical volatility (based on a statistical analysis of the
55.71%	54.82%	share price on a weighted moving average basis for the expected term of the	n/a	50.35%
option)
3	3	Expected term (years)	n/a	n/a
n/a	n/a	Expected term (months)	9 - 18	9 - 18
3.64%	1.22%	Expected dividend yield	0%	2.14% / 2.30%
	7.19%	Weighted average three-yearrisk-free interest rate (based on SA interest rates)	7.06%
6.90%		/7.07%	6.87% /6.77%
n/a	n/a	Marketability discount	n/a	n/a
6.86	11.17	Weighted average fair value	15.58	11.43

Share awards granted, exercised and forfeited under the 2017 Share Plan

The compensation cost related to share awards not yet recognised under the plan at 31 December 2019 amounts to R363.8 million and is to be spread over three years.

Performance shares		Bonus shares
2018	2019	Number of instruments	2019	2018
12,953,888	48,535,348	Outstanding at beginning of the year	3,269,210
	30,512,439	Movement during the year:	3,994,507
41,103,872	Granted during the year	5,977,437
-	-	Supplementary awards related to the SGL 2013 Plan	-	-
(1,457,586)	-	Exercised and released	(5,823,174)	(2,348,445)
(3,995,018)	(765,896)	Forfeited	(917,461)	(359,782)
(69,808)	(10,045,449)	Condition forfeited	2,059,407
48,535,348	68,236,442	Outstanding at end of the year	2,582,489	3,269,210

Share awards granted, exercised and forfeited under the 2013 Share Plan

The compensation cost related to awards not yet recognised under the plan at 31 December 2019 amounts to R17.2 million and is to be spread over three years.

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

	Performance shares		Bonus shares
	2018	2019	Number of instruments	2019		2018
	19,379,386	15,215,982	Outstanding at beginning of the year	-		446,469
		-	Movement during the year:	-
-	Granted during the year		-
(2,523,162)	(467,017)	Exercised and released	-		(415,579)
(1,514,145)	(3,602,595)	Forfeited	-		(30,890)
(126,097)	11,090	Condition forfeited	-		-
	15,215,982	11,157,460	Outstanding at end of the year	-		-
	Directors and prescribed officers' equity-settled instruments
The directors and prescribed officers of Sibanye-Stillwater held the following equity-settled instruments in the above 2017 Share Plan and
2013 Share Plan at 31 December 2019:

	2018	Instruments	Equity-settled instruments	Instruments	2019

		granted	exercised during the year	forfeited

	Number of	Number of	Number of Average	Share	Number of	Number of

	proceeds
	instruments instruments	instruments	price	instruments	instruments
	(rand)

Executive directors
Neal Froneman	7,765,494	3,302,443	552,074	22.4043	12,368,821	868,300	9,647,563
Charl Keyter	3,891,588	1,460,066	267,654	22.5146	6,026,128	394,554	4,689,446
Prescribed officers							3,976,014
Chris Bateman	2,377,917	1,831,070	232,973	24.3226	5,666,514	-
Shadwick Bessit	1,713,797	613,949	160,409	21.7400	3,487,293	238,480	1,928,857
Hartley Dikgale	1,734,599	735,088	130,027	22.5155	2,927,623	183,696	2,155,964
Dawie Mostert	2,039,260	810,486	150,643	22.3953	3,373,689	236,555	2,462,548
Themba Nkosi	1,605,157	749,968	115,670	24.0227	2,778,700	76,259	2,163,196
Wayne Robinson	2,082,811	898,669	146,629	22.4391	3,290,222	254,904	2,579,947
Richard Stewart	2,428,496	940,812	162,656	22.8069	3,709,672	249,433	2,957,219
Robert van Niekerk	3,121,139	1,308,919	231,063	22.4154	5,179,367	274,278	3,924,717

7.	Impairments

		Figures in million - SA rand	Note	2019	2018
		Impairment of property, plant and equipment	10	-	(2,338.7)
		Impairment of investment in subsidiaries (Qinisele Resources)		(54.7)	-
		Impairment of loans to subsidiaries		(670.2)	(45.5)
		Other		(19.2)	-
		Total impairments		(744.1)	(2,384.2)

The Company's estimates and assumptions used in the 31 December 2019 impairment testing include:

Figures in million - SA rand		2019	2018
Long-term gold price	R/kg	686,225	585,500
Nominal discount rate	%	12.4	12.6
Inflation rate	%	5.0	5.0
Life of mine	years	6 - 18	14

The annual life-of-mine plan that takes into account the following:

Proved and probable ore reserves of the CGUs;
Resources are valued using appropriate price assumptions;
Cash flows are based on the life-of-mine plan; and
Capital expenditure estimates over the life-of-mine plan.

Impairment of investments in and loan to subsidiaries

On 22 November 2017, Sibanye-Stillwater announced that it has entered into various agreements with DRDGOLD Limited (DRDGOLD) to exchange selected surface gold processing assets and tailings storage facilities (TSFs) for approximately 265 million newly issued DRDGOLD shares (the DRDGOLD Transaction). Following the implementation of the DRDGOLD Transaction, Sibanye-Stillwater retained full ownership of the Cooke and Ezulwini TSFs (of 2.4Moz probable gold reserves and 54.26Mlb probable uranium reserves), and, as such, retained full exposure to the low uranium price environment without the higher gold price.

As a result of the above, a decision was taken to fully impair the Company's loans receivable from Newshelf 1114, Rand Uranium and

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

Ezulwini by R2,574.4 million in 2017, R45.5 million in 2018 and a further R670.2 million in 2019.

Qinisele Resources will perform an internal corporate function, mostly responsible for identifying, assessing and executing corporate actions. The business acquired will not generate external cash flows and has no future external mandates. Due to the factors mentioned, the recoverable amount of the investment (R54.7 million) has been calculated at zero and fully impaired at year-end.

Refer to note 32 for additional related party disclosures.

8. Royalties, mining and income tax, and deferred tax

Significant accounting judgements and estimates

The Company is subject to income tax in South Africa. Significant judgement is required in determining the liability for income tax due to the complexity of legislation. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The Company reassess its judgements and estimates if facts and circumstances change. Where the facts and circumstances change or when the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

The Company recognises the net future tax benefit related to deferred tax assets to the extent that it is probable that the deductible temporary differences will reverse in the foreseeable future. Assessing the recoverability of deferred tax assets requires the Company to make significant estimates related to expectations of future taxable income. Estimates of future taxable income are based on forecast cash flows from operations and the application of existing tax laws. To the extent that future cash flows and taxable income differ significantly from estimates, the ability of the Company to realise the net deferred tax assets recorded at the reporting date could be impacted.

The Company's gold mining operations are taxed on a variable rate that increases as the profitability of the operation increases. The deferred tax rate used to calculate deferred tax is based on the current estimate of future profitability when the temporary differences will reverse based on tax rates and laws that have been enacted or substantively enacted at the reporting date. Depending on the profitability of the operations, the deferred tax rate can consequently be significantly different from year to year. Calculating the future profitability of the operations is inherently uncertain and could materially change over time.

Additionally, future changes in tax laws in South Africa could limit the ability of the Company to obtain tax deductions in future periods.

Accounting policy

Income tax comprises current and deferred tax. Current tax and deferred tax is recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

Current tax is measured on taxable income at the applicable statutory rate enacted or substantively enacted at the reporting date.

Deferred tax is provided on temporary differences existing at each reporting date between the tax values of assets and liabilities and their carrying amounts. Enacted and substantively enacted tax rates are used to determine future anticipated effective tax rates which in turn are used in the determination of deferred tax.

These temporary differences are expected to result in taxable or deductible amounts in determining taxable profits for future periods when the carrying amount of the asset is recovered or the liability is settled. The principal temporary differences arise from depreciation of property, plant and equipment, provisions, unutilised capital allowances and tax losses carried forward.

Deferred tax is not recognised for:

temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; and
temporary differences related to investments in subsidiaries, and interest in associates to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

Deferred tax assets relating to the carry forward of unutilised tax losses and/or unutilised capital allowances are recognised to the extent it is probable that future taxable profit will be available against which the unutilised tax losses and/or unutilised capital allowances can be recovered. Deferred tax assets are reviewed at each reporting date and are adjusted if recovery is no longer probable.

Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it is probable that future taxable profits will be available against which they can be utilised.

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

8.1 Royalties

Revenue from mineral resources in South Africa are subject to the Mineral and Petroleum Resource Royalty Act 2008 (Royalty Act). The Royalty Act imposes a royalty on refined (mineral resources that have undergone a comprehensive level of beneficiation such as smelting and refining as defined in Schedule 1 of the Royalty Act) and unrefined (mineral resources that have undergone limited beneficiation as defined in Schedule 2 of the Royalty Act) minerals payable to the State. The royalty in respect of refined and unrefined minerals (which include gold refined to 99.5% and above) is calculated by dividing earnings before interest and taxes (EBIT) by the product of 12.5 times, in respect of refined, and 9 times, in respect of unrefined, gross revenue calculated as a percentage, plus an additional 0.5%. EBIT refers to taxable mining income (with certain exceptions such as no deduction for interest payable and foreign exchange losses) before assessed losses but after capital expenditure. A maximum royalty of 5% of mining revenue has been introduced on refined minerals and 7% on unrefined minerals. The effective rate of royalty tax payable for the year ended 31 December 2019 was approximately 0.5% (2018: 0.3%) of revenue at the SA gold operations.

Figures in million - SA rand	2019	2018
Current charge	(69.6)	(46.3)
Total royalties	(69.6)	(46.3)

8.2 Mining and income tax

South African statutory tax rates

Gold mining and non-mining tax

Gold mining tax is determined according to a formula which takes into account the profit and revenue attributable to mining operations. Mining taxable income is determined after the deduction of all mining capital expenditure, with the provision that this cannot result in an assessed loss. Capital expenditure amounts not deducted are carried forward as unredeemed capital expenditure to be deducted from future mining income. Accounting depreciation is ignored for the purpose of calculating mining tax. In the formula, the percentage rate of tax payable and the ratio of mining profit, after the deduction of redeemable capital expenditure, to mining revenue is expressed as a percentage.

Non-mining income consists primarily of investment income, and is taxed at the South African company tax rate of 28%.

Company tax rate

Companies, other than gold mining companies, are subject to the maximum South African company tax rate of 28%.

Mining and income tax

The components of mining and income tax are the following:

Figures in million - SA rand	Note	2019	2018
Current tax		11.9	(52.0)
Mining tax		-	-
Non-mining tax		11.9	(52.0)
Deferred tax	8.3	2,241.8	1,123.1
Deferred tax charge		2,249.0	863.3
Deferred tax rate adjustment1		(7.2)	259.8
Total mining and income tax		2,253.7	1,071.1

1 The change in the estimated long-term deferred tax rate, as a result of applying the mining tax formula at the SA gold operations, at which the temporary differences will reverse amounted to a deferred tax charge of R7.2 million for the year ended 31 December 2019 (2018: benefit of R259.8 million)

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

Reconciliation of the Company's mining and income tax to the South African statutory company tax rate of 28%:

Figures in million - SA rand	2019	2018
Tax on loss before tax at maximum South African statutory company tax rate	2,826.0	694.0
South African gold mining tax formula rate adjustment	(237.6)	(53.0)
Non-taxable dividend received	14.8	28.8
Non-deductible finance charges	(18.3)	(43.9)
Non-deductibleshare-based payments	(68.8)	(72.6)
Non-taxable gain on fair value of financial instruments	-	24.7
Non-deductible impairments	(207.5)	(5.3)
Non-deductible gain on DRDGOLD Transaction	-	171.8
Non-deductible transaction costs	(101.4)	(44.5)
Net other non-taxable income and non-deductible expenditure	41.8	111.3
Prior year and other tax adjustments	11.9	-
Change in estimated deferred tax rate	(7.2)	259.8
Mining and income tax	2,253.7	1,071.1

8.3 Deferred tax

Figures in million - SA rand	Note	2019	2018
Included in the statement of financial position as follows:
Deferred tax (assets)/liabilities		(209.4)	2,032.4
Net deferred tax (assets)/liabilities		(209.4)	2,032.4
Reconciliation of the deferred tax balance:		2,032.4
Balance at beginning of the year		3,171.5
Deferred tax recognised in profit or loss	8.2	(2,241.8)	(1,123.1)
Disposal group held for sale		-	(16.0)
Balance at end of the year		(209.4)	2,032.4

The detailed components of the net deferred tax (assets)/liabilities which result from the differences between the amounts of assets and liabilities recognised for financial reporting and tax purposes in different accounting periods are:

Figures in million - SA rand	2019	2018
Deferred tax liabilities
Mining assets	2,115.1	2,415.6
Environmental rehabilitation obligation funds	381.4	352.4
Other	447.4	87.9
Gross deferred tax liabilities	2,943.9	2,855.9
Deferred tax assets
Environmental rehabilitation obligation	(477.5)	(431.0)
Other provisions	(2,675.8)	(392.5)
Gross deferred tax assets	(3,153.3)	(823.5)
Net deferred tax (assets)/liabilities	(209.4)	2,032.4

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

8.4 Net tax, carbon tax and royalties receivable and payable

Figures in million - SA rand	2019	2018
Included in the statement of financial position as follows:
Tax and royalties receivable	-	17.6
Tax, carbon tax and royalties payable	15.9	7.6
Net tax, carbon tax and royalties payable/(receivable)	15.9	25.2
Reconciliation of the net tax and royalties payable/(receivable) balance:
Balance at beginning of the year	25.2	(25.0)
Royalties, carbon tax and current tax	69.7	98.3
Royalties and tax paid	(79.0)	(48.1)
Balance at end of the year	15.9	25.2

9. Dividends

Accounting policy

Dividends are recognised only when such dividends are declared.

Dividends withholding tax is a tax on shareholders receiving dividends and is applicable to all dividends paid. The Company withholds dividend tax on behalf of its shareholders at a rate of 20% on dividends paid. Amounts withheld are not recognised as part of the Company's tax charge but rather as part of the dividend paid, recognised in equity.

Cash flows from dividends paid are classified under operating activities in the statement of cash flows. There were no dividends declared or paid by the Company in 2019 and 2018.

Dividend policy

In line with Sibanye-Stillwater's strategic priority of deleveraging, the Board of Directors resolved not to pay a final dividend.

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

10. Property, plant and equipment

Significant accounting judgements and estimates

Carrying value of property, plant and equipment

All mining assets are amortised using the units-of-production method where the mine operating plan calls for production from proved and probable Mineral Reserves.

Mobile and other equipment are depreciated over the shorter of the estimated useful life of the asset or the estimate of mine life based on proved and probable Mineral Reserves.

The calculation of the units-of-production rate of amortisation could be impacted to the extent that actual production in the future is different from current forecast production based on proved and probable Mineral Reserves. This would generally result from the extent that there are significant changes in any of the factors or assumptions used in estimating Mineral Reserves.

These factors could include:

changes in proved and probable Mineral Reserves;
differences between actual commodity prices and commodity price assumptions;
unforeseen operational issues at mine sites;
changes in capital, operating, mining, processing and reclamation costs, discount rates and foreign exchange rates; and
changes in Mineral Reserves could similarly impact the useful lives of assets depreciated on a straight-line basis, where those lives are limited to the life of the mine.

The recoverable amounts of cash generating units (CGUs) and individual assets have been determined based on the higher of value-in- use calculations and fair value less cost to sell. These calculations require the use of estimates and assumptions. It is reasonably possible that the gold price assumptions may change which may then impact the Company estimated life of mine determinant and may then require a material adjustment to the carrying value of property, plant and equipment.

The Company reviews and tests the carrying value of assets when events or changes in circumstances suggest that the carrying amount may not be recoverable by comparing expected future cash flows to these carrying values. Assets are grouped at the lowest level for which identifiable cash flows are largely independent of cash flows of other assets and liabilities. If there are indications that impairment may have occurred, estimates are prepared of expected future cash flows of each group of assets. Expected future cash flows used to determine the value in use and fair value less costs to sell of property, plant and equipment are inherently uncertain and could materially change over time. They are significantly affected by a number of factors including reserves and production estimates, together with economic factors such as spot and future gold prices, discount rates, foreign currency exchange rates, estimates of costs to produce reserves and future capital expenditure.

Pre-production

The Company assesses the stage of each mine construction project to determine when a mine moves into the production stage. The criteria used to assess the start date are determined based on the unique nature of each mine construction project. The Company considers various relevant criteria to assess when the mine is substantially complete, ready for its intended use and moves into the production stage. Some of the criteria would include, but are not limited to the following:

the level of capital expenditure compared to the construction cost estimates;
ability to produce metal in saleable form (within specifications); and
ability to sustain commercial levels of production of metal.

When a mine construction project moves into the production stage, the capitalisation of certain mine construction costs ceases and costs are expensed, except for capitalisable costs related to mining asset additions or improvements, underground mine development or ore reserve development.

Mineral Reserves estimates

Mineral Reserves are estimates of the amount of product that can be economically and legally extracted from the Company's properties. In order to calculate the reserves, estimates and assumptions are required about a range of geological, technical and economic factors, including but not limited to quantities, grades, production techniques, recovery rates, production costs, transport costs, commodity demand, commodity prices and exchange rates.

Estimating the quantity and grade of the Mineral Reserves requires the size, shape and depth of ore bodies to be determined by analysing geological data such as the logging and assaying of drill samples. This process may require complex and difficult geological judgements and calculations to interpret the data.

The Company is required to determine and report, inter alia, on the Mineral Reserves in accordance with the South African Code for Reporting of Exploration Results, Mineral Resources and Mineral Reserves (SAMREC code).

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

Estimates of Mineral Reserves may change from period to period due to the change in economic assumptions used to estimate Mineral Reserves and due to additional geological data becoming available during the course of operations. Changes in reported proven and probable reserves may affect the Company's financial results and position in a number of ways, including the following:

asset carrying values may be affected due to changes in estimated cash flows;
depreciation and amortisation charges to profit or loss may change as these are calculated on the units-of production method, or where the useful lives of assets change;
decommissioning site restoration and environmental provisions may change where changes in ore reserves affect expectations about the timing or cost of these activities; and
the carrying value of deferred tax assets may change due to changes in estimates of the likely recovery of the tax benefits.

Accounting policy

Mineral and surface rights

Mineral and surface rights are recorded at cost less accumulated amortisation and accumulated impairment losses. When there is little likelihood of a mineral right being exploited, or the carrying amount has exceeded its recoverable amount, impairment is recognised in profit or loss in the year that such determination is made.

Mine development and infrastructure

Mining assets, including mine development and infrastructure costs and mine plant facilities, are recorded at cost less accumulated depreciation and accumulated impairment losses.

These costs which include the purchase price of assets used in the construction of the mine, expenditure incurred to evaluate and develop new ore bodies, to define mineralisation in existing ore bodies and to establish or expand productive capacity, are capitalised until commercial levels of production are achieved, at which times the costs are amortised as set out below.

Development of ore bodies includes the development of shaft systems and waste rock removal that allows access to reserves that are economically recoverable in the future. Subsequent to this, costs are capitalised if the criteria for recognition as an asset are met. Access to individual ore bodies exploited by the Company is limited to the time span of the respective mining leases.

Land

Land is shown at cost and is not depreciated.

Other assets

Non-mining assets are recorded at cost less accumulated depreciation and accumulated impairment losses. These assets include the assets of the mining operations not included in mine development and infrastructure, borrowing costs, mineral and surface rights, land and all the assets of the non-mining operations.

Amortisation and depreciation of mining assets

Amortisation and depreciation is determined to give a fair and systematic charge in profit or loss taking into account the nature of a particular ore body and the method of mining that ore body. To achieve this, the following calculation methods are used:

Mining assets, including mine development and infrastructure costs, mine plant facilities and evaluation costs, are amortised over the life of the mine using the units-of-production method, based on estimated proved and probable Mineral Reserves above infrastructure.
Proved and probable Mineral Reserves reflect estimated quantities of economically recoverable reserves, which can be recovered in future from known mineral deposits.
Certain mining plant and equipment included in mine development and infrastructure is depreciated on a straight-line basis over their estimated useful lives.
For certain shafts, which have a short life and/or are marginal, the depreciation is accelerated based on an adjustment to the reserves for accounting purposes.

Depreciation of non-mining assets

Non-mining assets are recorded at cost and depreciated on a straight-line basis over their current expected useful lives to their residual values as follows:

Vehicles: 5 years
Computers: 3 years
Furniture and equipment: 1 - 10 years

The assets' useful lives, depreciation methods and residual values are reassessed at each reporting date and adjusted if appropriate.

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

Impairment

Recoverability of the carrying values of long-term assets or cash generating units (CGUs) of the Company are reviewed whenever events or changes in circumstances indicate that such carrying value may not be recoverable. To determine whether a long-term asset or CGU may be impaired, the higher of value in use (defined as: the present value of future cash flows expected to be derived from an asset or CGU) or fair value less costs to sell (defined as: the price that would be received to sell an asset in an orderly transaction between market participants at the measured rate, less the costs of disposal) is compared to the carrying value of the CGU.

A CGU is defined by the Company as the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Generally for the Company this represents an individual operating mine, including mines which are part of a larger mine complex. The costs attributable to individual shafts of a mine are impaired if the shaft is closed.

Impairment losses are recognised in profit or loss. Impairment recognised in respect of a CGU is allocated first to goodwill to that particular CGU and thereafter to the individual assets in the CGU.

When any infrastructure is closed down or placed on care and maintenance during the year, any carrying value attributable to that infrastructure is impaired. Expenditure incurred on care and maintenance is recognised in profit or loss.

When the review of the events or changes in circumstances of an asset or CGU that was previously impaired indicate that such historical carrying value is recoverable, the impairment is reversed. The impairment is only reversed to such an amount that the new carrying amount does not exceed the historical carrying amount. Reversal of impairment losses are recognised in profit or loss. Reversal of impairment recognised in respect of a CGU is allocated to the individual assets in the CGU.

Derecognition of property, plant and equipment

Property, plant and equipment is derecognised on disposal or closure of a shaft when no future economic benefits are expected from its use or disposal. Any gain or loss on derecognition of an item of property, plant and equipment (calculated as the net proceeds from disposal and the carrying amount of the item) is recognised in profit or loss.

Exploration and evaluation expenditure

All exploration and evaluation expenditure, prior to obtaining the legal rights to explore a specific area, is recognised in profit or loss. After the legal rights to explore are obtained, exploration and evaluation expenditure, comprising the costs of acquiring prospecting rights and directly attributable exploration expenditure, is capitalised as a separate class of property, plant and equipment or intangible assets, on a project-by-project basis, pending determination of the technical feasibility and commercial viability.

The technical feasibility and commercial viability of extracting a mineral resource is generally considered to be determinable through a feasibility study and when proven reserves are determinable to exist. Upon determination of proven reserves, exploration and evaluation assets attributable to those reserves are first tested for impairment and then reclassified from exploration and evaluation assets to another appropriate class of property, plant and equipment. Subsequently, all cost directly incurred to prepare an identified mineral asset for production is capitalised to mine development assets. Amortisation of these assets commences once these assets are available for use, which is expected to be when the mine is in commercial production. These assets will be measured at cost less accumulated amortisation and impairment losses.

			Mine		Exploration
			development,	Land and
			infrastructure,	and
			rehabilitation	mineral	evaluation
Figures in million - SA rand	Notes	Total	and other	rights	assets

2019

Cost
Balance at beginning of the year		43,567.5	42,875.0	692.1	0.4
Additions		1,928.1	1,928.1	-	-
Change in estimates of rehabilitation assets	23	48.1	48.1	-	-
Disposals		(5.1)	(4.5)	(0.6)	-
Derecognition of property, plant and equipment1		(1,835.0)	(1,835.0)	-	-
Balance at end of the year		43,703.6	43,011.7	691.5	0.4
Accumulated depreciation, amortisation and impairment		32,276.0
Balance at beginning of the year		31,684.6	591.4	-
Amortisation and depreciation		2,735.5	2,731.5	4.0	-
Disposals		(4.4)	(4.4)	-	-
Derecognition of property, plant and equipment1		(1,835.0)	(1,835.0)	-	-
Balance at end of the year		33,172.1	32,576.7	595.4	-
Carrying value at end of the year		10,531.5	10,435.0	96.1	0.4

1 During the year, short-term ore reserve development, which was capitalised up to 31 December 2016 and fully depreciated by 2019, was derecognised as no future economic benefits are expected from its use

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

			Mine
			development,	Land and	Exploration
			infrastructure,	and
			rehabilitation	mineral	evaluation
Figures in million - SA rand	Notes	Total	and other	rights	assets
2018
Cost		54,007.8
Balance at beginning of the year		53,314.6	692.9	0.3
Additions		2,731.9	2,731.2	-	0.7
Change in estimates of rehabilitation assets	23	585.5	585.5	-	-
Disposals		(16.3)	(15.5)	(0.8)	-
Derecognition of property, plant and equipment1		(13,597.2)	(13,597.2)	-	-
Disposal group held for sale		(144.2)	(143.6)	-	(0.6)
Balance at end of the year		43,567.5	42,875.0	692.1	0.4
Accumulated depreciation, amortisation and impairment		40,420.7
Balance at beginning of the year		39,834.0	586.7	-
Amortisation and depreciation	4	3,230.5	3,227.6	2.9	-
Impairment	7	2,338.7	2,336.9	1.8	-
Disposals		(7.2)	(7.2)	-	-
Derecognition of property, plant and equipment1		(13,597.2)	(13,597.2)	-	-
Disposal group held for sale		(109.5)	(109.5)	-	-
Balance at end of the year		32,276.0	31,684.6	591.4	-
Carrying value at end of the year		11,291.5	11,190.4	100.7	0.4

1 During the year, short-term ore reserve development, which was capitalised up to 31 December 2016 and fully depreciated by 2018, was derecognised as no future economic benefits are expected from its use

11. Right-of-use assets

Accounting policy

Right-of-use assets comprise of mining equipment, vehicles and office rentals (included in the mine development, infrastructure and other asset class) of which none meet the definition of investment property.

These right-of-use assets comprise the initial measurement of the corresponding lease liability, any initial direct costs incurred by the lessee, and an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset. Right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses if applicable. The assets are depreciated over the shorter period of lease term and useful life of the underlying asset.

If a lease transfers ownership of the underlying asset, or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

Refer to the lease liabilities note (refer note 22) for additional detail.

Figures in million - SA rand	Note	2019	2018
Impact of adopting IFRS 16 on 1 January 2019	1	150.2	-
Additions and modifications		(8.1)	-
Depreciation		(43.9)	-
Balance at end of the year		98.2	-

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

12. Investments in subsidiaries

Accounting policy

Investments in subsidiaries

The carrying value of a subsidiary is stated at cost less accumulated impairment losses.

Impairment of investments in subsidiaries

The carrying amounts of investments in subsidiaries are reviewed at each reporting date to determine whether there is any indication of impairment, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If any such indication exists, the investment's recoverable amount is estimated. The recoverable amount of an investment in subsidiary is the greater of its value in use and its fair value less costs to sell. The recoverable amount is estimated considering the net asset value of the subsidiary supplemented by unobservable financial information such as estimated future cash flows. An impairment loss is recognised in profit or loss if the carrying amount of an investment exceeds its recoverable amount.

Loss of control

When the Company loses its power over the relevant activities of a subsidiary, it derecognises the investment in subsidiary and any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost.

Derivative financial instruments

Derivatives are initially recognised at fair value using option pricing methodologies. Any directly attributable transaction costs are recognised in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes are generally recognised in profit or loss.

Investments in subsidiaries

Figures in million - SA rand	2019	2018
The company has a 100% beneficial holding in:	24.0
Sibanye Gold Protection Services Limited (Sibanye Gold Protection Services)	24.0
Sibanye Gold Shared Services Proprietary Limited (Sibanye Gold Shared	19.8	19.8
Services)
Sibanye Gold Academy Proprietary Limited1 (Sibanye Gold Academy)	11.1	10.9
St Helena Proprietary Limited (St Helena Hospital)	12.1	12.1
Witwatersrand Consolidated Gold Resources Proprietary Limited (Wits Gold)	415.3	415.3
Lonmin Limited UK (Lonmin)7	4,306.6	-
Golden Oils Proprietary Limited2	-	-
M Janse van Rensburg Proprietary Limited2	-	-
Milen Mining Proprietary Limited2	-	-
Stillwater Mining Company (Stillwater)1,9	44.4	-
Qinisele Resources Proprietary Limited8	-	-
Witwatersrand Deep Investments Proprietary Limited2	-	-
The company has less than a 100% beneficial holding in:	895.7
DRDGOLD Limited3	895.7
Newshelf 1114 Proprietary Limited (Newshelf 1114)2,4	-	-
Sibanye Platinum Proprietary Limited5 (Sibanye Platinum)	18,902.5	18,902.5
Bushbuck Ventures Proprietary Limited2,6	-	-
Oryx Ventures Proprietary Limited2,6	-	-
Balance at end of the year	24,631.5	20,280.3

The increase of these investments relates to equity-settledshare-based payments, relating to Sibanye-Stillwater shares, issued to employees of these subsidiaries (refer note 6)
This is a nominal amount shown as zero due to rounding

3.The company has a 38.05% beneficial holding in DRDGOLD (refer to the derivative financial instrument below and note 33.2)

The company has a 74% holding in Newshelf 1114, which consists of a 100% shareholding in Rand Uranium Propriety Limited (Rand Uranium) and Ezulwini Mining Company Propriety Limited (Ezulwini), collectively referred to as Cooke. Refer to note 7 for impairments recognised in prior years
The Company has a 100% holding in Sibanye Platinum. On 12 April 2016, Sibanye Platinum acquired all of the shares in Aquarius Platinum Limited (Aquarius), and Sibanye Platinum Bermuda Proprietary Limited (Sibanye Platinum Bermuda) (a wholly owned subsidiary of Sibanye Platinum) and Aquarius were amalgamated. Aquarius' ownership in its subsidiaries remained unchanged. On 19 October 2016, Sibanye Rustenburg Platinum Mines Proprietary Limited (SRPM) obtained control of the Rustenburg Operations. Sibanye Platinum has a 74% beneficial holding in SRPM. On 25 April 2017, Sibanye Platinum acquired all of the shares in Stillwater
The company has a 95% beneficial holding in Bushbuck Ventures Proprietary Limited and Oryx Ventures Proprietary Limited
During 2019, the boards of Sibanye-Stillwater and Lonmin announced that they had reached agreement on the terms of a recommended all-share offer pursuant to which Sibanye-Stillwater would acquire the entire issued and to be issued ordinary share capital of Lonmin, which is a major mine-to-market producer of PGMs with core operations in South Africa. Sibanye-Stillwater acquired the entire share capital of Lonmin on 7 June 2019, which is incorporated in the United Kingdom. Refer to the 31 December 2019 Sibanye-Stillwater consolidated financial statements on the Company's website for further detail in respect of the Lonmin acquisition
The Company acquired the entire share capital of Qinisele Resources on 1 November 2019. The investment is fully impaired at 31 December 2019 (refer to note 7)
Stillwater Mining Company is incorporated in the United States

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

Fair value of derivative financial instrument

Sibanye-Stillwater obtained control of DRDGOLD on 19 July 2018 by subscribing to approximately 265 million newly issued DRDGOLD shares, or 38.05% of the issued share capital of DRDGOLD. In addition, Sibanye-Stillwater has an option to subscribe for a sufficient number of DRDGOLD ordinary shares to attain a 50.1% shareholding in DRDGOLD at a 10% discount to the 30 day volume weighted average traded price (DRDGOLD option).

The fair value of the DRDGOLD option is as follows:

Figures in million - SA rand	2019	2018
Opening balance	48.3	-
Derivative financial instrument recognised	-	59.4
Gain/(loss) on financial instruments	68.2	(11.1)
Balance at end of the year	116.5	48.3

The derivative financial instrument is valued using option pricing methodologies based on observable quoted inputs including:

the DRDGOLD quoted share price; and
30 day volume weighted average traded price (VWAP) of DRDGOLD shares.

The fair value measurement is a level 2 measurement in terms of the fair value hierarchy.

13. Investment in associates

Accounting policy

An associate is an investment over which the Company exercises significant influence, but not control or joint control, over the financial and operating policies. Associates are accounted for from the date that significant influence is obtained to the date that the Company ceases to have significant influence.

Associates are initially recognised at cost, which includes transaction cost, when significant influence is obtained and subsequently at cost less accumulated impairment losses.

The carrying amounts of investments in associates are reviewed at each reporting date to determine whether there is any indication of impairment, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If any such indication exists, the investment's recoverable amount is estimated. An impairment loss is recognised in profit or loss if the carrying amount of an investment exceeds its recoverable amount.

Dividend income from investments are recognised when the right to receive the dividend is established which is usually when the dividend is declared.

The Company holds the following investments in associates:

Figures in million - SA rand	Notes	2019	2018
Rand Refinery	13.1	76.0	76.0
Living Gold	13.2	-	5.0
Balance at end of the year		76.0	81.0

Rand Refinery
Sibanye (Sibanye Gold Limited) has a 33.1% interest in Rand Refinery Proprietary Limited (Rand Refinery), a company incorporated in South Africa, which is involved in the refining of bullion and by-products sourced from, inter alia, South African and foreign gold producing mining companies.
On 18 December 2014, Rand Refinery drew down R1.029 billion under a R1.2 billion subordinated shareholders loan (the Facility), with Sibanye's proportional share being R384.6 million. Amounts drawn down under the Facility were repayable within two years from the first draw down date. If the loan was not repaid within two years, it would automatically convert into equity in Rand Refinery.
During February 2017, Rand Refinery resolved to convert the Facility to redeemable preference shares. R329.5 million of the facility was impaired by the company during 2016.
During 2019, Rand Refinery redeemed R186.9 million (2018: R102.8 million) of the preference shares. The cumulative redemption of the preference shares to date is R289.7 million.
Living Gold
Sibanye has a 50% interest in Living Gold Proprietary Limited (Living Gold), a company incorporated in the Republic of South Africa, involved in growing and processing agricultural products. This allows the management of Living Gold to appoint 50% of the directors and manage the entity. Sibanye-Stillwater has assessed that the management of Living Gold controlled the entity in terms of IFRS 10 Consolidated Financial Statements, as a result Living Gold was de-recognised as a subsidiary in 2014, and accounted for as an associate. The investment in Living Gold was impaired during the year due to the company entering into liquidation.

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

14. Environmental rehabilitation obligation funds

Accounting policy

The Company's rehabilitation obligation funds includes equity-linked investments that are fair valued at each reporting date. The fair value is calculated with reference to underlying equity instruments using industry valuation techniques and appropriate models.

Annual contributions are made to dedicated environmental rehabilitation obligation funds to fund the estimated cost of rehabilitation during and at the end of the life of the relevant mine. The amounts contributed to these funds are included under non-current assets and are measured at fair value through profit or loss. Interest earned on monies paid to rehabilitation funds is accrued on a time proportion basis and is recorded as interest income.

In addition, bank guarantees are provided for funding shortfalls of the environmental rehabilitation obligations.

Figures in million - SA rand	2019	2018
Balance at beginning of the year	2,163.7	2,012.4
Contributions	7.3	14.6
Interest income	128.6	138.8
Fair value adjustment1	33.1	(16.6)
Disposal group held for sale	-	14.5
Balance at end of the year	2,332.7	2,163.7
Environmental rehabilitation obligation funds comprise of the following:	203.0
Restricted cash2	195.7
Funds	2,129.7	1,968.0

The environmental rehabilitation trust fund includes equity-linked investments that are fair valued at each reporting date
The funds are set aside to serve as collateral against the guarantees made to the Department of Minerals and Resources for environmental rehabilitation obligations

Fair value of environmental rehabilitation obligation funds

Environmental rehabilitation obligation funds comprise interest-bearingshort-term investments and the fair value of the publicly traded instruments based on quoted market values. The environmental rehabilitation obligation funds are stated at fair value based on the nature of the fund's investments.

The fair value hierarchy is as follows:

Figures in million - SA rand	2019	2018
Level 1	1,453.2	1,799.0
Level 21	879.5	364.7

1 Equity-linked notes have a fixed component of 5% capital guarantee and equity-inked portion which is linked to the performance of the JSE top 40 index. Fair value is determined by the fund manager based on the composition of the underlying investment portfolio, relevant equity prices and the terms of the investments

The fixed income portfolio consists of instruments such as government bonds and inflation-linked bonds. Valuations are performed by the fund manager based on the composition of the portfolio, the relevant investment terms and through reference to market related interest rates

Credit risk

The Group is exposed to credit risk on the total carrying value of the investments held in the environmental rehabilitation obligation funds. The Group has reduced its exposure to credit risk by dealing and investing with a limited number of major financial institutions.

15. Other receivables

Accounting policy

Other receivables that do not arise from contractual rights and obligations, such as receivables on rates and taxes, are recognised and measured at the amount expected to be received.

Figures in million - SA rand	2019	2018
Rates and taxes receivable	68.9	80.6
Total other receivable	68.9	80.6
Reconciliation of the non-current and current portion of the other receivable	68.9
Other receivable	80.6
Current portion of other receivable	(39.9)	(35.2)
Non-current portion of other receivable	29.0	45.4

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

16. Financial guarantees

Accounting policy

Financial guarantee liabilities are accounted for as financial instruments and are recognised initially at fair value, and subsequently measured at the higher the expected credit loss allowance amount determined under IFRS 9 and the initial amount recognised less, when appropriate, the cumulative amount of income recognised in accordance with the principles of IFRS 15.

Financial guarantee assets are recognised initially at fair value and subsequently measured at amortised cost, less impairment determined through an expected credit loss allowance (refer note 29).

The acquisition of Stillwater Mining Company (Stillwater) was financed by a US$2.65 billion bridge loan (Stillwater Bridge Facility). On 27 June 2017, Stillwater completed a two tranche international corporate bond offering the 6.125% Notes due on 27 June 2022 (the 2022 Notes) and 7.125% Notes due on 27 June 2025 (the 2025 Notes) (together the 2022 and 2025 Notes) and the proceeds of the bond offering were applied to the partial repayment of the Stillwater Bridge Facility raised for the acquisition of Stillwater. Sibanye Gold Limited was a guarantor of the Stillwater Bridge Facility and is a guarantor of the 2022 and 2025 Notes issued by Stillwater.

On 19 September 2018, Sibanye-Stillwater concluded the repurchase of a portion of the 2022 and 2025 Notes issued by Stillwater. The total purchase price was approximately US$345 million (with a nominal value of US$349 million) and was funded from existing cash resources, including the US$500 million advance proceeds of the streaming transaction. The carrying value of the 2022 and 2025 Notes as at 31 December 2019 was R9,609.8 million (2018: R9,808.7 million).

Stillwater is a guarantor of the US$600 million revolving credit facility (RCF), R5.5 billion (RCF), and the US$ Convertible Bond. The carrying values of these facilities as at 31 December 2019 were R5.711.9 million, R2,500 million and R4,578.6 million, respectively (2018: R2,726.5, Rnil and R4,496.6 million, respectively).

16.1 Financial guarantee asset

	Figures in million - SA rand	2019	2018
	Balance at beginning of the year	313.6	409.0
	Guarantee asset recognised	-	9.3
	Guarantee fee received	(91.7)	(93.0)
	Interest income	20.1	31.0
	Gain/(loss) on revised estimated cash flows	38.1	(99.2)
	(Loss)/gain on foreign exchange differences	(8.6)	56.5
	Balance at end of the year	271.5	313.6
	Reconciliation of the non-current and current portion of the guarantee asset:	271.5
	Financial guarantee asset	313.6
	Current portion of financial guarantee asset	(85.6)	(83.7)
	Non-current portion of financial guarantee asset	185.9	229.9

16.2 Financial guarantee liability

Figures in million - SA rand	2019	2018
Balance at beginning of the year	378.6	129.0
Guarantee liability recognised	-	272.3
Guarantee fee paid	(54.1)	(52.9)
Interest charge	15.9	11.9
Loss/(gain) on revised estimated cash flows	12.3	(25.3)
(Gain)/loss on foreign exchange differences	(8.6)	43.6
Balance at end of the year	344.1	378.6
Reconciliation of the non-current and current portion of the guarantee asset:	344.1
Financial guarantee liability	378.6
Current portion of financial guarantee liability	(30.8)	(59.5)
Non-current portion of financial guarantee liability	313.3	319.1

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

17. Inventories

Significant accounting judgements and estimates

Inventory is held in metals in process prior to production as final metal and the inventory is always contained within gold as the carrier material. As such metal in process is typically sampled and assays taken to determine the gold content. Measurement and sampling accuracy can vary depending on the nature of the vessels and the state of the material. These results are applied in arriving at the appropriate quantities of metal inventory.

Accounting policy

Inventory is valued at the lower of cost and net realisable value. The Company values gold-in-process when it can be reliably measured. Cost is determined on the following basis:

Gold reef ore stockpiles and gold-in-process are valued using weighted average cost. Cost includes production, amortisation, depreciation and related administration costs.
Consumable stores are valued at weighted average cost after appropriate provision for surplus and slow-moving items.

Figures in million - SA rand	2019	2018
Consumable stores1	44.1	63.9
Gold in process	162.7	6.2
Total inventories	206.8	70.1

1 The cost of consumable stores consumed during the year and included in operating cost amounted to R3,086.3 million (2018: R3,747.7 million)

18. Trade and other receivables

Accounting policy

Trade and other receivables, excluding prepayments and value added tax, are non-derivative financial assets categorised as financial assets measured at amortised cost.

The above non-derivative financial assets are initially recognised at fair value and subsequently carried at amortised cost less allowance for impairment. Estimates made for impairment are based on a review of all outstanding amounts at year end in line with the impairment policy described in note 29. Irrecoverable amounts are written off during the period in which they are identified.

Figures in million - SA rand	2019	2018
Trade receivables	-	354.5
Other trade receivables	77.9	91.6
Payroll debtors	119.1	80.6
Interest receivable	0.1	3.7
Financial assets	197.1	530.4
Prepayments	69.5	75.9
Value added tax	119.0	115.8
Total trade and other receivables	385.6	722.1

Fair value of trade and other receivables

The fair value of trade and other receivables approximate the carrying value due to the short maturity.

Credit risk

The Company is exposed to credit risk on the total carrying value of trade and other receivables.

Trade receivables measured at amortised cost are reviewed on a regular basis and an allowance for impairment is raised when they are not considered recoverable. Trade receivables comprise banking institutions purchasing commodities. These receivables are currently in a sound financial position and no impairment has been recognised.

At 31 December 2019, no trade and other receivables (2018: R6.9 million) are considered impaired.

19. Cash and cash equivalents, and bank overdraft

Accounting policy

Cash and cash equivalents comprise cash on hand, demand deposits and short-term, highly liquid investments readily convertible to known amounts of cash and subject to insignificant risk of changes in value and are measured at amortised cost which is deemed to be fair value as they have a short-term maturity.

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

Figures in million - SA rand	2019	2018
Cash at the bank and on hand	1,128.3	(29.4)
Total cash and cash equivalents, and bank overdraft	1,128.3	(29.4)

Fair value of cash and cash equivalents

The fair value of cash and cash equivalents approximate the carrying value due to the short maturity.

Credit risk

The Company is exposed to credit risk on the total carrying value of cash and cash equivalents. The Company has reduced its exposure to credit risk by dealing and investing with a number of major financial institutions.

20. Stated share capital

Accounting policy

Ordinary share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.

Figures in thousand	2019	2018
Authorised number of shares	10,000,000	10,000,000
Reconciliation of issued number of shares	2,266,261
Number of shares in issue at beginning of the year	2,168,721
Shares issued under SGL Share Plan	4,442	10,394
Shares issued for cash	108,932	-
Shares issued with acquisition of subsidiary	290,395	-
Capitalisation issue	-	87,146
Number of shares in issue at end of the year	2,670,030	2,266,261

Authorised and issued

On 11 April 2018, 87,145,885 shares were issued with four (4) capitalisation issue shares for every 100 existing share held.

On 15 April 2019, Sibanye-Stillwater raised net capital of R1.7 billion from a placing of 108,932,356 new ordinary no par value shares to existing and new institutional investors.

On 10 June 2019, 290,394,531 shares were issued to the shareholders of Lonmin Plc.

All the Sibanye-Stillwater ordinary no par value shares rank pari passu in all respects, there being no conversion or exchange rights attached thereto, and all of the ordinary shares will have equal rights to participate in capital, dividend and profit distributions by the Company.

Repurchase of shares

The Company has not exercised the general authority granted to buy back shares from its issued ordinary share capital granted at the shareholders' meeting held on 28 May 2019.

21. Borrowings and derivative financial instrument

Accounting policy

Borrowings

Borrowings are non-derivative financial liabilities categorised as other financial liabilities. Borrowings are recognised initially at fair value, net of transaction costs incurred, where applicable and subsequently measured at amortised cost using the effective interest method.

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

Derivative financial instruments

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the fair value hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

Borrowings

Figures in million - SA rand	Notes	2019	2018
US$600 million RCF	21.1	-	717.5
R6.0 billion RCF	21.2	-	5,496.4
R5.5 billion RCF	21.3	2,100.0
US$ Convertible Bond	21.4	4,578.6	4,496.6
Other borrowings	21.5	-	252.2
Total borrowings		6,678.6	10,962.7
Reconciliation of the non-current and current portion of the borrowings:		6,678.6
Borrowings		10,962.7
Current portion of borrowings		(36.4)	(5,748.6)
Non-current portion of borrowings		6,642.2	5,214.1

The current portion of borrowings will be repaid out of operational cash flows or it will be refinanced by utilising available Company facilities.

Derivative financial instrument

Figures in million - SA rand	Note	2019	2018
Reconciliation of the non-current and current portion of the derivative
financial instrument:	21.4	4,144.9
Derivative financial instrument	408.9
Non-current portion of derivative financial instrument		4,144.9	408.9

21.1 US$600 million RCF

On 21 May 2018, Sibanye-Stillwater cancelled and refinanced the US$350 million revolving credit facility (RCF) by drawing under the US$600 million RCF. The purpose of the facility was to refinance the US$350 million RCF, finance ongoing capital expenditure and working capital.

		Terms of the US$600 million RCF

Facility:	US$600 million
Interest rate:	LIBOR
Interest rate
margin:	1.85% if net debt to adjusted EBITDA is equal to or less than 2.50x
		2.00% if net debt to adjusted EBITDA is greater than 2.50x
Utilisation	Where the total outstanding loans under the RCF fall within the range of the percentage of the total loan as set out
fees:	below, Sibanye-Stillwater shall pay an utilisation fee equal to the percentage per annum set out opposite such
		percentage range.
		% of the total loans	Utilisation fee
		Less than or equal to 33⅓%	0.15%
		Greater than 33⅓% and less than or equal
		to 66⅔%	0.30%
		Greater than 66⅔%	0.50%
Term of
facility:	Three years
Borrowers:	Sibanye Gold Limited, Stillwater, Kroondal Operations, SRPM and WPL.
Security	The facility is unsecured and guaranteed by Sibanye Gold Limited, Stillwater, Kroondal Operations, SRPM and WPL.
and/or
guarantors:

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

Figures in million - SA rand	2019	2018
Balance at beginning of the year	717.5	-
Loans raised	2,469.6	1,648.1
Loans repaid	(3,193.5)	(972.9)
Loss on foreign exchange differences	6.4	42.3
Balance at end of the year	-	717.5

21.2 R6.0 Billion RCF

On 15 November 2016, Sibanye-Stillwater cancelled and refinanced the R4.5 billion Facilities under the R6.0 billion RCF. The purpose of the facility was to refinance the R4.5 billion Facilities, finance ongoing capital expenditure, working capital and general corporate expenditure requirements which may include the financing of future acquisitions of business combinations. This facility was refinanced and cancelled in November 2019.

Terms of the R6.0 billion RCF

Facility:	R6.0 billion
Interest rate:	JIBAR
Interest rate	During the Covenant adjustment period, being 30 June 2017 to 31 December 2019, the margin will be based on the
margin:	following net debt to adjusted EBITDA ratios:
	Net debt to adjusted EBITDA ratios			Margin %
	0.00:1 - 3.00:1			2.40%
	3.00:1 - 3.25:1			2.65%
	3.25:1 - 3.50:1			2.90%
	After the covenant adjustment period the margin will return to 2.4%
Term of loan:	Three years
Borrowers:	Sibanye Gold Limited, SRPM and Kroondal Operations
Security and/or
guarantors:	The facility is unsecured and guaranteed by Sibanye Gold Limited, Rand Uranium, SRPM and Kroondal.


Figures in million - SA rand	2019		2018
Balance at beginning of the year	5,496.4		5,136.4
Loans raised		1,150.0		360.0
Loans repaid		(5,046.4)		-
Interbank transfer		(1,600.0)		-
Balance at end of the year	-		5,496.4

21.3 R5.5 Billion RCF

On 11 November 2019, Sibanye-Stillwater refinanced and cancelled the R6.0 billion revolving credit facility (RCF) by drawing under the R5.5 billion RCF. The purpose of the facility was to refinance facilities, finance ongoing capital expenditure and general corporate expenditure requirements.

Terms of the R5.5 billion RCF

Facility:	R5.5 billion
Interest rate:	JIBAR
Interest rate margin:	2.40% if net debt to adjusted EBITDA is equal to or less than 2.00x
	2.60% if net debt to adjusted EBITDA is greater than 2.00x
Term of facility:	Three years, subject to two one-year extensions at the lenders option
Borrowers:	Sibanye Gold Limited, Kroondal Operations, SRPM and WPL.
Security and/or	The facility is unsecured and guaranteed by Sibanye Gold Limited, Stillwater, Kroondal Operations, SRPM
guarantors:	and WPL.

Figures in million - SA rand	2019	2018
Balance at beginning of the year	-	-
Loans raised	500.0	-
Loans repaid	-	-
Interbank transfer	1,600.0	-
Balance at end of the year	2,100.0	-

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

21.4 US$ Convertible Bond

The Stillwater Bridge Facility was partially repaid through the US$1 billion rights offer, and existing cash at Stillwater. The balance was repaid through the issuance of a US$ Convertible Bond. The convertible bond launched and was priced on 19 September 2017.

On 11 September 2018, Sibanye-Stillwater concluded the repurchase of a portion of the US$ Convertible Bond. An aggregate principal amount of US$66 million for a total purchase price of approximately US$50 million was repurchased. Sibanye-Stillwater funded the repurchase from existing cash resources, including the US$500 million advance proceeds of the streaming transaction (refer to note 25).

Terms of the US$ Convertible Bond

Issue size:	US$450 million
Outstanding nominal value:	US$384 million
Coupon:	1.875%
Maturity date:	26 September 2023 (six years)
Conversion premium:	35%
Reference share price:	US$1.2281, being the volume weighted average price of a share on the JSE from launch to pricing on
	19 September 2017, converted at a fixed exchange rate.
Initial conversion price:	US$1.6580
Issuer:	Sibanye Gold Limited
Guarantors:	Stillwater and Kroondal Operations.

The US$ Convertible Bond has two components. The option component is recognised as derivative liability, measured at fair value, with changes in fair value recorded in profit or loss and reported separately in the statement of financial position. The bond component is recognised as a financial liability and measured at amortised cost using the effective interest rate.

Convertible bond at amortised cost

Figures in million - SA rand	2019	2018
Balance at beginning of the year	4,496.6	4,357.1
Loans repaid	-	(745.2)
Accrued interest paid	(105.5)	(111.7)
Interest charge	105.0	105.9
Unwinding of amortised cost	196.8	185.8
Gain on derecognition of US$ Convertible Bond	-	(50.9)
(Gain)/loss on foreign exchange differences	(114.3)	755.6
Balance at end of the year1	4,578.6	4,496.6

1 The fair value of the amortised cost component of the convertible bond for the year ended 31 December 2019 was R4,724.5 million (2018: R3,736.1 million), measured at level 2 in the fair value hierarchy. The fair value is based on the quoted price of the instrument after separating the fair value of the derivative component

Convertible bond derivative financial instrument at fair value

Figures in million - SA rand	2019	2018
Balance at beginning of the year	408.9	1,093.5
Loss/(gain) on financial instruments1	3,911.5	(678.1)
Gain on derecognition of derivative financial instrument	-	(50.3)
Derivative financial instrument recognised	-	-
(Gain)/loss on foreign exchange differences	(175.5)	43.8
Balance at end of the year	4,144.9	408.9

1 The R3,911.5 million loss on financial instrument is mainly attributable to the 258% increase in the Sibanye-Stillwater share price as at 31 December 2019 relative to the prior year. The loss on financial instrument is calculated based on the year end share price of R35.89 per share, ZAR/USD exchange rate of R14.00 and a volatility of 38.76%. The derivative was valued using a partial differential equation model

21.5 Other borrowings

Short-term credit facilities

The Company has uncommitted loan facilities with various banks to fund capital expenditure and working capital requirements at its operations. These facilities have no fixed terms, are short-term in nature and interest rates are market related.

Figures in million - SA rand	2019	2018
Balance at beginning of the year	252.2	478.8
Loans raised	7,872.2	10,628.1
Loans repaid	(8,124.4)	(10,854.7)
Balance at end of the year	-	252.2

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

21.6 Fair value of financial instruments and risk management

Fair value of borrowings

The fair value of variable interest rate borrowings approximates its carrying amounts as the interest rates charged are considered marked related. Fair value of fixed interest rate borrowings was determined through reference to ruling market prices and interest rates.

The fair value of the derivative financial instrument is estimated based on ruling market prices, volatilities and interest rates, option pricing methodologies based on observable quoted inputs, and constitute a level 2 instrument on the fair value hierarchy.

Liquidity risk

The following are contractually due, undiscounted cash flows resulting from maturities of financial liabilities including interest payments:

			Between
		Within one	one and	After five
Figures in million - SA rand	Total	year	five years	years

31 December 2019	1,165.9
Trade and other payables	1,165.9	-	-
Related party payables	5,450.7	5,450.7	-	-
Financial guarantee liability	-
Borrowings	7,476.0
- Capital	-	7,476.0	-
- Interest	1,099.4	291.3	759.0	49.2
Total	15,192.0	6,907.9	8,235.0	49.2
31 December 2018	1,190.8
Trade and other payables	1,190.8	-	-
Related party payables	3,831.7	3,831.7	-	-
Financial guarantee liability	-
Borrowings	11,976.5
- Capital	5,748.6	6,227.9	-
- Interest	1,013.2	583.8	429.4	-
Total	18,012.2	11,354.9	6,657.3	-

Market risk

Foreign currency sensitivity

Certain of the Company's borrowings are denominated in US dollar, therefore these borrowings are sensitive to changes in the rand/US dollar exchange rate. A one percentage point depreciation in the SA rand closing exchange rate of R14.00/US$ (2018: R14.35/US$) would have reduced the gain on foreign exchange differences by R31.8 million (2018: R7.2 million). A one percentage point appreciation in the exchange rate would have increased the gain on foreign exchange differences by R31.8 million (2018: R7.2 million).

Interest rate sensitivity

As at 31 December 2019, the Company's total borrowings amounted to R6,678.6 million (2018: R10,962.7 million). The Company generally does not undertake any specific action to cover its exposure to interest rate risk, although it may do so in specific circumstances.

The portion of Sibanye-Stillwater'sinterest-bearing borrowings at period end that is exposed to interest rate fluctuations is R6,678.6 million (2018: R10,962.7 million). This debt is normally rolled for periods between one and three months and is therefore exposed to the rate changes in this period.

At 31 December 2019, of the total borrowings, R2,100.0 million (2018: R5,748.6 million) is exposed to changes in the JIBAR rate and Rnil

(2018: R717.5) is exposed to changes in the LIBOR rate.

The table below summarises the effect of a change in finance expense on the Company's profit or loss had JIBAR and LIBOR differed as indicated. The analysis is based on the assumption that the applicable interest rate increased/decreased with all other variables held constant. All financial instruments with fixed interest rates that are carried at amortised cost are not subject to the interest rate sensitivity analysis.

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

Interest rate sensitivity analysis

		Change in interest expenses for a change in interest rate1
Figures in million - SA rand	-1.5%	-1.0%	-0.5%	0.5%	1.0%	1.5%
31 December 2019	31.5	21.0	10.5	(10.5)	(21.0)	(31.5)
- JIBAR
- LIBOR	-	-	-	-	-	-
Change in finance expense	31.5	21.0	10.5	(10.5)	(21.0)	(31.5)
31 December 2018	82.4	55.0	27.5	(27.5)	(55.0)	(82.4)
- JIBAR
- LIBOR	10.8	7.2	3.6	(3.6)	(7.2)	(10.8)
Change in finance expense	93.2	62.1	31.1	(31.1)	(62.1)	(93.2)

1 Interest rate sensitivity analysis is performed on the borrowings balance at 31 December

The exposure to interest rate changes and the contractual repricing dates

The exposure of the Company's borrowings to interest rate changes and the contractual repricing dates at the reporting dates are as follows:

Figures in million - SA rand	2019	2018
Floating rate with exposure to change in JIBAR	2,100.0	5,748.6
Floating rate with exposure to change in LIBOR	-	717.5
Non-current borrowings exposed to interest rate changes	2,100.0	6,466.1
The Company has the following undrawn borrowing facilities:	5,688.0
Committed	5,987.1
Uncommitted	1,050.0	757.7
Total undrawn facilities	6,738.0	6,744.8
All of the above facilities have floating rates. The undrawn
committed facilities have the following expiry dates:	-
- within one year	103.6
- later than one year and not later than two years	672.0	-
- later than two years and not later than three years	5,016.0	5,883.5
Total undrawn committed facilities	5,688.0	5,987.1

21.7 Capital management

The Company's primary objective with regards to managing its capital is to ensure that there is sufficient capital available to support the funding requirements of the Company, including capital expenditure, in a way that: optimises the cost of capital; maximises shareholders' returns; and ensures that the Company remains in a sound financial position.

The Company manages and makes adjustments to the capital structure as and when borrowings mature or as and when funding is required. This may take the form of raising equity, market or bank debt or hybrids thereof. Opportunities in the market are also monitored closely to ensure that the most efficient funding solutions are implemented.

Figures in million - SA rand	Note	2019	2018
Borrowings1		10,823.5	11,371.6
Cash and cash equivalents	19	1,128.3	(29.4)
Net debt2		9,695.2	11,401.0
Adjusted EBITDA3		(1,607.1)	1,655.6

Borrowings are only those borrowings that have recourse to Sibanye-Stillwater. Borrowings include the derivative financial instrument
Net debt represents borrowings and bank overdraft less cash and cash equivalents. Borrowings are only those borrowings that have recourse to Sibanye- Stillwater and include the derivative financial instrument

3 The adjusted EBITDA calculation is based on the formula included in the facility agreements for compliance with the debt covenant formula. Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Adjusted EBITDA is not a measure of performance under IFRS and should be considered in addition to, and not as a substitute for, other measures of financial performance and liquidity

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

Reconciliation of loss before royalties, carbon tax and tax to adjusted EBITDA:

Figures in million - SA rand	2019	2018
Loss before royalties, carbon tax and tax	(10,011.2)	(2,432.4)
Adjusted for:	2,779.4
Amortisation and depreciation	3,230.5
Investment income	(870.6)	(1,054.0)
Finance expense	1,475.7	1,330.2
Share-based payments	245.6	259.4
Loss/(gain) on financial instruments	3,885.2	(421.2)
Gain on foreign exchange differences	(281.8)	(1,337.0)
Gain on disposal of property, plant and equipment	(35.6)	(51.0)
Impairments	744.1	2,384.2
Net loss on recognition of financial guarantee asset and liability	-	263.0
Gain on DRDGOLD Transaction	-	(613.5)
Gain on derecognition of borrowings and derivative financial instrument	-	(101.2)
Change in estimate of environmental rehabilitation obligation	7.4	0.5
Occupational healthcare expense	(39.6)	15.4
Restructuring costs	357.5	14.2
IFRS 16 lease payments	(45.3)	-
Other income	(186.9)	-
Transaction costs	369.0	168.5
Adjusted EBITDA	(1,607.1)	1,655.6

22. Lease liabilities

Accounting policy

At the inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Lease liabilities are initially measured at the present value of the future lease payments at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the relevant incremental borrowing rate.

Subsequently, lease liabilities are measured at amortised cost using the effective interest method. Lease liabilities are remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company's estimate of the

amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option.

When the lease liability is measured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Company also elected to apply the recognition exemptions for lease contracts that, at the commencement date, have a lease term of 12 months or less and do not contain a purchase option, and lease contracts for which the underlying asset is of low value. The Company recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term to the extent

applicable.

In addition, certain variable lease payments are not permitted to be recognised as lease liabilities and are expensed as incurred.

Figures in million - SA rand	Notes	2019	2018
Impact of adopting IFRS 16 on 1 January 2019	1	150.2	-
New leases and modifications		(8.7)	-
Repayment of lease liabilities		(45.3)	-
Interest charge	5.2	12.9	-
Balance at end of the year		109.1	-
Current portion of lease liabilities		(44.1)	-
Non-current lease liabilities		65.0	-

Maturity Analysis

The lease liabilities are secured by the related underlying assets. The undiscounted maturity analysis of lease liabilities at 31 December

2019 is as follows:

			Between
		Within one	one and	After five
Figures in million - SA rand	Total	year	five years	years
Contractual undiscounted cash flows	117.4	42.3	75.1	-

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

23. Environmental rehabilitation obligation

Significant accounting judgements and estimates

The Company's mining and exploration activities are subject to various laws and regulations governing the protection of the environment. The Company recognises management's best estimate for asset retirement obligations in the period in which they are incurred. Actual costs incurred in future periods could differ materially from the estimates. Additionally, future changes to environmental laws and regulations, life of mine estimates and discount rates could affect the carrying amount of this provision.

The provision is calculated using the following assumptions:

	Inflation rate	Discount rate	LOM
2019	6%	6.69% - 9.58%	1 - 14 years
2018	6%	7.10% - 9.50%	1 - 19 years

Accounting policy

Provisions are recognised when the Company has a present obligation, legal or constructive resulting from past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Long-term environmental obligations are based on the Company's environmental management plans, in compliance with applicable environmental and regulatory requirements.

The estimated costs of rehabilitation are reviewed annually and adjusted as appropriate for changes in legislation, technology or other circumstances. Cost estimates are not reduced by the potential proceeds from the sale of assets or from plant clean up at closure.

Based on disturbances to date, the net present value of expected rehabilitation cost estimates is recognised and provided for in full in the financial statements. The estimates are reviewed annually and are discounted using a risk-free rate that is adjusted to reflect the current market assessments of the time value of money.

Annual changes in the provision consist of finance costs relating to the change in the present value of the provision and inflationary increases in the provision estimate, as well as changes in estimates. Changes in estimates are capitalised or reversed against the relevant asset to the extent that it meets the definition of dismantling and removing the item and restoring the site on which it is located. Costs that relate to an existing condition caused by past operations and do not have a future economic benefit are recognised in profit or loss. If a decrease in the liability exceeds the carrying amount of the asset, the excess is recognised immediately in profit or loss. The present value of environmental disturbances created are capitalised to mining assets against an increase in the environmental rehabilitation obligation.

Rehabilitation projects undertaken, included in the estimates are charged to the provision as incurred. The cost of ongoing current programmes to prevent and control environmental disturbances is recognised in profit or loss as incurred. The unwinding of the discount due to the passage of time is recognised as finance cost, and the capitalised cost is amortised over the remaining lives of the mines.

Figures in million - SA rand	Notes	2019	2018
Balance at beginning of the year		2,325.6	1,586.2
Interest charge	5.2	201.9	159.0
Payment of environmental rehabilitation obligation1		(10.4)	-
Change in estimates charged to profit or loss		7.4	(38.3)
Change in estimates capitalised2	10	48.1	585.5
Disposal group held for sale		-	33.2
Balance at end of the year		2,572.6	2,325.6

The cost of ongoing current programmes to prevent and control environmental disturbances, including reclamation activities, is charged to cost of sales as incurred
Changes in estimates are defined as changes in reserves and corresponding changes in life of mine, changes in discount rates, and changes in laws and regulations governing environmental matters

The Company's mining operations are required by law to undertake rehabilitation works as part of their ongoing operations. The Company makes contributions into environmental rehabilitation obligation funds (refer to note 14) and holds guarantees to fund the estimated costs.

Post closure water management liability

The Company continues to monitor the potential risk of long-term Acid Mine Drainage (AMD) and other groundwater pollution challenges also experienced by peer mining groups. AMD relates to the acidification and contamination of naturally occurring water resources by pyrite-bearing ore contained in underground mines, in rock dumps, tailings dams and pits on the surface. As yet, the Company has not been able to reliably determine the financial impact that AMD and groundwater pollution may have on the Company, nor the timing of possible outflow. The potential for AMD generation and other groundwater impacts how, where and if they will manifest and the associated environmental/closure liability will be determined as part of the Company's quantification of any post-closure latent and residual environmental impacts using a robust and defendable risk assessment process - this will be a requirement in the proposed amended Financial Provisioning (FP) Regulations that comes into effect in June 2021. As per the recent closure process undertaken at our Cooke

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

Operations, detailed studies to understand the hydrology and hydrogeology were undertaken. These studies further included the modeling of the mined out void, re-watering rate and natural groundwater flow in the dolomite aquifer overlaying the mined-out area. The conclusions from the studies were used to inform a risk assessment and closure strategy to reliably predict water quality impacts as part of long term sustainable closure solution. In addition, in the December 2019 closure liability assessments, the Company makes financial provision of R204.7 million (undiscounted) for what it specifically termed "Post Closure Aspects" - this includes but is not limited to amongst others, post-closure water management aspects such as initial and post-decant surface and groundwater monitoring, wetlands, biomonitoring and aquatics monitoring and care-and-maintenance monitoring.

The Company, has a robust water conservation and demand management, compliance and closure water management strategy that aims to define and sustainably mitigate the potential risk of AMD and groundwater pollution. The Company operates a comprehensive water quality monitoring program, including bio-monitoring, as an early detection of potential AMD and groundwater pollution and has launched an initiative to understand the mining impacts on the various catchments within which the Company operates.

24. Occupational healthcare obligation

Significant accounting judgements and estimates

The Company recognises management's best estimates to settle any occupational healthcare claims against the Company's operations. The ultimate outcome of these matters remains uncertain, with a possible failure to reach a settlement or to obtain the requisite court approval for a potential settlement. The provision is consequently subject to adjustment in the future, depending on the progress of the Occupational Lung Disease Group (the Working Group) discussions, stakeholder engagements and the ongoing legal proceedings. Actual costs incurred in future periods could differ materially from the estimates.

Estimates that were used in the assessment include value of benefits, required contributions, timing of payments, tracing pattern, period discount rates, period inflation rates and a 60% take-up rate. These estimates were informed by a professional opinion.

Management discounted the possible cash outflows using a discount rate of 8.25% (2018: 8.83%).

Accounting policy

The estimated costs of settlement claims are reviewed at least annually and adjusted as appropriate for changes in cash flow predictions or other circumstances.

Based on estimates to date, the net present value of expected settlement claims is recognised and provided for in full in the financial statements. The estimated cash flows are discounted using a risk-free rate with similar terms to the obligation to reflect the current market assessments of the time value of money.

Annual changes in the provision consist of finance costs relating to the change in the present value of the provision and changes in estimates.

On 3 May 2018, the Occupational Lung Disease Working Group (the Working Group), including the Company, agreed to an approximately R5 billion class action settlement with the claimants. The estimated costs were reviewed at 31 December 2018 and discounted using a risk-free rate. As a result, a change in estimate of R15.4 million was recognised in profit or loss.

On 26 July 2019 the Gauteng High Court in Johannesburg approved the R5 billion settlement agreement in the silicosis class case. This settlement agreement provides compensation to all eligible workers suffering from silicosis and/or tuberculosis who worked in the Occupational Lung Disease Working Group companies' mines from 12 March 1965 to the date of the settlement agreement. Sibanye- Stillwater currently has provided R1,282.1 million for its share of the settlement cost. The provision is consequently subject to adjustment in the future based on the number of eligible workers.

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

Figures in million - SA rand	Note	2019	2018
Balance at beginning of the year		1,274.1	1,153.3
Payment made		(67.9)	-
Interest charge	5.2	115.5	105.4
Change in estimate charge to profit or loss		(39.6)	15.4
Occupational healthcare obligation recognised		-	-
Balance at end of the year		1,282.1	1,274.1
Reconciliation of the non-current and current portion of occupational
healthcare obligation:		1,282.1
Occupational healthcare obligation		1,274.1
Current portion of occupational healthcare obligation		(149.0)	(109.9)
Non-current portion of occupational healthcare obligation		1,133.1	1,164.2

25. Deferred revenue

Significant accounting judgements and estimates

Upfront cash deposits received for streaming transactions have been accounted for as contract liabilities (deferred revenue) in the scope of IFRS 15. These contracts are not financial instruments because they will be satisfied through the delivery of non-financial items (i.e. delivering of metal ounces) as part of the Company's expected sale requirements, rather than cash or financial assets. It is the intention to satisfy the performance obligations under these streaming arrangements through the Company's production, and revenue will be recognised over duration of the contracts as the Company satisfies its obligation to deliver metal ounces. Since these contracts are of a long-term nature and the Company received a portion of the consideration at the inception, these contracts contain a significant financing component under IFRS 15. The Company therefore made a critical estimate of the discount rate that should be applied to the contract liabilities over the life of contracts.

Inputs to the model to unwind the advance received to revenue

The advance received has been recognised on the statement of financial position as deferred revenue. The deferred revenue will be recognised as revenue in profit or loss as the metal credits are delivered to Wheaton International relative to the expected total amount of metal credits to be delivered over the term of the arrangement.

Each period management estimates the cumulative amount of the deferred revenue obligation that has been satisfied and, therefore, recognised as revenue. Key inputs into the model are:

Key input		Estimate at year end		Further information
Estimated financing rate		4.6% - 5.2%		Refer to note 5.2
over life of arrangement
Remaining life of stream		67 years		The starting point for the life of mine is the approved life of mine for the US PGM
				operations. However, as IFRS 15 requires the constraint on revenue recognition
				to be considered, it is more prudent to include a portion of resources in the life of
				stream for the purposes of revenue recognition. This will reduce the chance of
				having a significant decrease in revenue recognised in the future, when the life of
				mine is updated to include a conversion of resources to reserves.
				As such, Sibanye-Stillwater management have determined that is it appropriate to
				include 50% of inferred resources.
Palladium entitlement		4.5%		The palladium entitlement percentage will be either 4.5%, 2.25% or 1% over the
percentage				life of the mine, depending on whether or not the advance has been fully utilised,
				and a certain number of contractual ounces have been delivered (375,000
				ounces for the first trigger drop down to 2.25% and 550,000oz for the second
				trigger drop down rate to 1%).
Monthly cash percentage	18%		The monthly cash payment to be received is a percentage of 18%, 16%, 14% or
				10% of the market price of the metal credit delivery to Wheaton International
				while the advance is not fully utilised. After the advance has been fully utilised,
				the cash percentage is 22%, 20%, 18% or 14%. The percentage applicable
				depends on the investment grade of the Company and its leverage ratio. As long

as Sibanye-Stillwater's current investment grade conditions as stipulated in the contract have been satisfied, the monthly cash percentage decreases if the Company's leverage ratio increases above 3.5:1. The balance of the ounces in the monthly delivery (i.e. 100%-18%= 82%) is then used to determine the utilisation of the deferred revenue balance.

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

Commodity prices Five day simple average The value of each metal credit delivery is determined in terms of the contract.

calculated the day before delivery

Any changes to the above key inputs could significantly change the quantum of the cumulative revenue amount recognised in profit or loss.

Any changes in the life of mine are accounted for prospectively as a cumulative catch-up in the year that the life of mine estimate above changes, or the inclusion of resources changes.

Accounting policy

Consideration received in advance is recognised as a contract liability (deferred revenue) under IFRS 15 as control has not yet transferred.

Sibanye-Stillwater management identified a significant financing component related to its streaming arrangements resulting from the difference in the timing of the advance consideration received and when control of the metal promised transfers. Interest expense on deferred revenue is recognised in finance costs.

In July 2018, Sibanye-Stillwater entered into a gold and palladium supply arrangement in exchange for an upfront advance payment of US$500 million. The arrangement has been accounted for as a contract in the scope of IFRS 15 whereby the advance payment has been recorded as deferred revenue. The revenue from the advance payment is being recognised as the gold and palladium is allocated to the appropriate Wheaton International account. An interest cost, representing the significant financing component of the upfront deposit on the deferred revenue balance, is also being recognised as part of finance costs. This finance cost increases the deferred revenue balance, ultimately resulting in revenue when the deferred revenue is recognised over the life of mine.

On 11 April 2019, Sibanye-Stillwater concluded a forward gold sale arrangement whereby the Company received a cash prepayment of US$125 million (approximately R1,75 billion) in exchange for 4 fortnightly deliveries of 26,476 ounces of gold (totaling 105,906 ounces or 3,294 kilograms) between 1 October 2019 and 15 November 2019. The revenue from the prepayment was recognised in four equal parts on delivery of the gold. The gold price delivered under the prepayment was hedged with a cap price of $1,323 per ounce and a floor price of $1,200 per ounce. Sibanye-Stillwater received, and recognised, the difference between the floor price and the spot price (subject to a maximum of the cap price) on delivery of the gold.

On 21 October 2019, Sibanye-Stillwater concluded a forward gold sale arrangement whereby the Company received a cash prepayment of R1,1 billion in exchange for 8 fortnightly deliveries of 8,482 ounces of gold (totaling 67,856 ounces or 2,111 kilograms) between 10 July 2020 and 16 October 2020. The revenue from the prepayment will be recognised in eight equal parts on delivery of the gold. The gold price delivered under the prepayment is unhedged and Sibanye-Stillwater will receive (or pay) the difference between the spot price and the prepayment price of R17,371 per ounce (being R558,491 per kilogram).

The following table summarises the changes in deferred revenue:

Figures in million - SA rand	Note	2019	2018
Balance at beginning of the year		6,555.4	-
Deferred revenue advance received		2,859.3	6,555.4
Deferred revenue recognised during the period		(2,165.4)	(160.3)
Interest charge	5.2	310.8	160.3
Balance at the end of the year		7,560.1	6,555.4
Reconciliation of the non-current and current portion of the deferred
revenue:		7,560.1
Deferred revenue		6,555.4
Current portion of deferred revenue		(1,198.6)	(30.1)
Non-current portion of deferred revenue		6,361.5	6,525.3

26. Trade and other payables

Accounting policy

Trade and other payables, excluding payroll creditors and leave pay accrual, are non-derivative financial liabilities categorised as other financial liabilities. Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Provision is made for employee entitlement benefits accumulated as a result of employees rendering services up to the reporting date. Liabilities arising in respect of wages and salaries, annual leave and other benefits due to be settled within 12 months of the reporting date are measured at rates which are expected to be paid when the liability is settled. Termination benefits are expensed at the earlier of when the Company can no longer withdraw the offer of those benefits and when the Company recognises costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of the reporting date, then they are discounted.

All other employee entitlement liabilities are measured at the present value of estimated payments to be made in respect of services rendered up to reporting date.

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

Figures in million - SA rand	2019	2018
Trade creditors	242.9	189.6
Accruals and other creditors	920.6	996.9
Other	2.4	4.3
Financial liabilities	1,165.9	1,190.8
Payroll creditors	745.7	625.7
Leave pay accrual	551.3	579.7
Total trade and other payables	2,462.9	2,396.2

Fair value of trade and other payables

The fair value of trade and other payables approximate the carrying value due to the short maturity.

Liquidity risk

Trade and other creditors are expected to be settled within 12 months from the reporting date.

27. Cash (utilised)/generated by operations

Figures in million - SA rand	Notes	2019	2018
Loss for the year		(7,839.1)	(1,407.6)
Royalties	8.1	69.6	46.3
Carbon tax		12.0	-
Mining and income tax	8.2	(2,253.7)	(1,071.1)
Investment income	5.1	(870.6)	(1,054.0)
Finance expense	5.2	1,475.7	1,330.2
Loss before interest, royalties and tax		(9,406.1)	(2,156.2)
Non-cash and other adjusting items:
Amortisation and depreciation	4	2,779.4	3,230.5
Share-based payments	6	245.6	259.4
Loss/(gain) on financial instruments		3,607.1	(421.2)
Gain on foreign exchange differences		(54.2)	(586.2)
Gain on disposal of property, plant and equipment		(35.6)	(51.0)
Impairments	7	744.1	2,384.2
Occupational healthcare obligation	24	(39.6)	15.4
Deferred revenue recognised during the period	25	(2,165.4)	(160.3)
Net loss/(gain) on recognition of financial guarantee asset and liability	16	-	263.0
Gain on DRDGOLD Transaction		-	(613.5)
Gain on derecognition of borrowings and derivative financial instrument		-	(101.2)
Other		(48.1)	25.4
Total cash (utilised)/generated by operations		(4,372.8)	2,088.3

28. Change in working capital

	Figures in million - SA rand	2019	2018
	Inventories	(136.7)	(3.2)
	Trade, related and other receivables	1,721.6	(191.9)
	Trade, related and other payables	1,752.7	841.4
	Total change in working capital	3,337.6	646.3

29. Financial instruments and risk management Accounting policy

On initial recognition, a financial asset is classified as measured at either amortised cost, fair value through other comprehensive income, or fair value through profit or loss.

The Company initially recognises debt instruments issued and trade and other receivables, on the date these are originated. All other financial assets and financial liabilities are recognised initially when the Company becomes a party to the contractual provisions of the instrument.

The classification of financial assets at initial recognition that are debt instruments depends on the financial asset's contractual cash flow characteristics and the Company's business model for managing them. In order for a financial asset to be classified and measured at amortised cost, it needs to give rise to cash flows that are solely payments of principal and interest (SPPI) on the principal amount

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

outstanding. This assessment is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.

The Company's business model for managing financial assets that are debt instruments refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows.

The Company recognises an allowance for expected credit losses (ECLs) on all debt instruments not held at fair value through profit or loss to the extent applicable. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate.

ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

For trade and other receivables due in less than 12 months, the Company applies the simplified approach in calculating ECLs, as permitted by IFRS 9. Therefore, the Company does not track changes in credit risk, but instead, recognises a loss allowance based on the financial asset's lifetime ECL at each reporting date. For any other financial assets carried at amortised cost (which are due in more than 12 months), the ECL is based on the 12-month ECL. However, when there has been a significant increase in credit risk since origination, the allowance will be based on the lifetime ECL. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. Impairment losses are recognised through profit or loss.

The Company considers financial assets (including related party financial assets) in default when contractual payments are 90 days past due, however in certain cases, the Company may also consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flow.

Non-current related party loans receivables (except for the loan receivable from Stillwater) have no repayment terms and therefore are considered in default 90 days after the loan has been called from the related party. The financial asset is written off when there is no reasonable expectation of recovering the cash flow from the related party.

On initial recognition of an equity investment that is not held for trading, the Company may make an irrevocable election to present subsequent changes in the investment's fair value in other comprehensive income (OCI). This election is made on an investment-by- investment basis. These investments are subsequently measured at fair value, with dividends recognised in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are never reclassified to profit or loss.

The Company derecognises a financial asset when the contractual rights to the cash flows in a transaction in which substantially all the risks and rewards of the ownership of the financial asset are transferred. The Company derecognises a financial liability when its contractual obligations are discharged, cancelled or expired. Any interest in such transferred financial asset that is created or retained by the Company is recognised as a separate asset or liability. The particular recognition and measurement methods adopted are disclosed in the individual policy statements associated with each item.

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid is recognised in profit or loss.

29.1 Accounting classifications and measurement of fair values

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Trade and other receivables/payables, and cash and cash equivalents
The carrying amounts approximate fair values due to the short maturity of these instruments.
Investments and environmental rehabilitation obligation funds
The fair value of publicly traded instruments is based on quoted market values. The environmental rehabilitation obligation funds are stated at fair value based on the nature of the funds' investments.
Borrowings
The fair value of variable interest rate borrowings approximates its carrying amounts as the interest rates charged are considered marked related. However, since there is also a fixed interest rate borrowing, fair value is disclosed in note 21.4.
Fair value of related party loans receivable and payable
The fair value of loans with no fixed repayment terms, approximate the carrying amounts since these loans are considered payable on demand from a market participant perspective. The fair value of variable interest rate borrowings approximate its carrying amounts as the interest rates charged are considered marked related.

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

Derivative financial instruments

The fair value of derivative financial instruments is estimated based on ruling market prices, volatilities and interest rates. All derivatives are carried on the statement of financial position at fair value.

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments:

Level 1: unadjusted quoted prices in active markets for identical asset or liabilities;
Level 2: inputs other than quoted prices in level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

In the normal course of its operations, the Company is exposed to market risks, including commodity price, foreign currency, interest rate, liquidity and credit risk associated with underlying assets, liabilities and anticipated transactions. In order to manage these risks, the Company has developed a comprehensive risk management process to facilitate control and monitoring of these risks.

29.2 Risk management activities

Controlling and managing risk in the Company

Sibanye-Stillwater has policies in areas such as counterparty exposure, hedging practices and prudential limits which have been approved by Sibanye-Stillwater's Board of Directors (the Board). Management of financial risk is centralised at Sibanye-Stillwater's treasury department (Treasury), which acts as the interface between Sibanye-Stillwater's operations and counterparty banks. Treasury manages financial risk in accordance with the policies and procedures established by the Board and executive committee.

The Board has approved dealing limits for money market, foreign exchange and commodity transactions, which Treasury is required to adhere to. Among other restrictions, these limits describe which instruments may be traded and demarcate open position limits for each category as well as indicating counterparty credit-related limits. The dealing exposure and limits are checked and controlled each day and reported to the CFO.

The objective of Treasury is to manage all financial risks arising from the Company's business activities in order to protect profit and cash flows. Treasury activities of Sibanye-Stillwater is guided by the Treasury Policy, the Treasury Framework as well as domestic and international financial market regulations. Treasury activities are currently performed within the Treasury Framework with appropriate resolutions from the Board, which are reviewed and approved annually by the Audit Committee.

The financial risk management objectives of the Company are defined as follows:

Liquidity risk management: the objective is to ensure that the Company is able to meet its short-term commitments through the effective and efficient management of cash and usage of credit facilities.
Currency risk management: the objective is to maximise the Company's profits by minimising currency fluctuations.
Funding risk management: the objective is to meet funding requirements timeously and at competitive rates by adopting reliable liquidity management procedures.
Investment risk management: the objective is to achieve optimal returns on surplus funds.
Interest rate risk management: the objective is to identify opportunities to prudently manage interest rate exposures.
Counterparty exposure: the objective is to only deal with a limited number of approved counterparts that are of a sound financial standing and who have an official credit rating. The Company is limited to a maximum investment of 2.5% of the financial institutions' equity, which is dependent on the institutions' credit rating. The credit rating used is Fitch Ratings' short-term credit rating for financial institutions.
Commodity price risk management: commodity risk management takes place within limits and with counterparts as approved in the Treasury framework.

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

Credit risk

Credit risk represents risk that an entity will suffer a financial loss due to the other party of a financial instrument not discharging its obligation.

The Company has reduced its exposure to credit risk by dealing with a limited number of approved counterparties. The Company approves these counterparties according to its risk management policy and ensures that they are of good credit quality.

The carrying value of the financial assets represents the combined maximum credit risk exposure of the Company. Concentration of credit risk on cash and cash equivalents and non-current assets is considered minimal due to the abovementioned investment risk management and counterparty exposure risk management policies, as discussed in note 18.

Liquidity risk

In the ordinary course of business, the Company receives cash proceeds from its operations and is required to fund working capital and capital expenditure requirements. The cash is managed to ensure surplus funds are invested to maximise returns whilst ensuring that capital is safeguarded to the maximum extent possible by investing only with top financial institutions.

Uncommitted borrowing facilities are maintained with several banking counterparties to meet the Company's normal and contingency funding requirements.

For additional disclosures, refer to note 21.

Working capital and going concern assessment

For the year ended 31 December 2019, the Company incurred a loss of R7,839.1 million (2018: R1,407.6 million). As at 31 December

2019, the Company's current liabilities exceeded its current assets by R5,406.6 million (2018: R7,797.3 million) and during the year then

ended the Company generated cash from operating activities of R1,620.5 million (2018: R9,338.2 million). The Company's cash generated

from operating activities during the year ended 31 December 2019 includes the R2,859.3 million (2018: R6,555.4 advance proceeds of forward gold sales (refer to note 25).

The Sibanye-Stillwater Group has a central Group Treasury Function which manages the liquidity requirements of the Group. Sibanye Gold Limited, as the intermediate holding company of the Group (prior to 24 February 2020 the ultimate holding company, refer note 33.1), will obtain funding for any shortfall in its liquidity requirements through the Group Treasury Function. Below is management's assessment and conclusion on the ability of the central Group Treasury Function to fund, amongst other operations, the future liquidity requirements of the Company.

For the year ended 31 December 2019, the Sibanye-Stillwater Group realised a profit of R432.8 million (31 December 2018: loss of R2,520.7 million). As at 31 December 2019 the Group's current assets exceeded its current liabilities by R11,836.9 million (31 December 2018: R562.7 million) and the Group's total assets exceeded its total liabilities by R31,138.3 million (31 December 2018: R24,724.4 million). During the year ended 31 December 2019 the Group generated net cash from operating activities of R9,464.0 million (31 December 2018: R12,197.2 million).

The Group had available undrawn debt facilities of R5,688 million at 31 December 2019 (2018: R5,987 million) and cash balances of

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

Gold and PGMs are sold in US dollars with most of the Group's South African operating costs incurred in rand, as such the Group's results and financial condition will be impacted if there is a material change in the rand/US dollar exchange rate. High levels of volatility in commodity prices may also impact on profitability. Due to the nature of deep level mining, industrial and mining accidents may result in operational disruptions such as stoppages which could result in increased production costs as well as financial and regulatory liabilities. Further, Sibanye-Stillwater Group's operations may be adversely affected by production stoppages caused by labour unrests, union activity or other factors. The recent lockdown announced in South Africa due to the outbreak of COVID-19 (refer below) will adversely affect the 2020 production outlook for the South African operations. These factors will impact on cash generated or utilised by the Group, as well as adjusted EBITDA and financial covenants.

reduced variable overhead costs due to care and maintenance only, with costs limited to security, water pumping, ventilation, monitoring of infrastructure at shafts and plants and consumables associated with each activity;
reduced labour cost from the third week of lockdown onwards; and
force majeure announce to contractors not involved in the care and maintenance activity.

communications to employees and unions regarding the operational plan to ramp up production;
start-uppreparations that include opening of services, ensuring appropriate ventilation, starting of belts, flushing of water pipes and consolidating impact of shutdown; and
medical screening and training of employees to ensure a safe return to production.

demobilising contractors involved in growth capital activities;
facilitating remote work for personnel that are not required on site; and
prohibiting face-to-face contact with external parties and restricting site access to employees.

Management considered various scenarios that included the operational limitations in the United States as noted above, combined with:

42 day lockdown of mining operations in South Africa before returning to full mining activity;
21 day lockdown in South Africa, with the resumption of only Surface Operations for three months, before returning to full mining activity;
21 day lockdown in South Africa, with a resumption of operations with social distancing measures across all operations for three months before returning to full mining activity; and
three month lockdown across all SA operations, alongside further reduced production output from the US operations before returning to full mining activity.

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

The scenario analysis included the following additional assumptions:

average commodity prices for the remainder of the year: Gold ($1,600/oz), Palladium ($2,000/oz), Platinum ($750/oz) and Rhodium ($7,500/oz);
average rand/ US dollar exchange rate for the remainder of the year: R18:US$1;
production at SA operations modelled for a delayed ramp up to full production over two months subsequent to the lockdown period, based on experience from previous mine shut downs; and
available liquidity at 31 March 2020 of R16.5 billion consisting of R0.2 billion committed undrawn debt, R1.7 billion of available uncommitted overnight facilities and R14.6 billion cash on hand.

turmoil in the world economy and the possible adverse impact over the short to medium term on the demand for PGMs and gold, commodity prices and rand/ US dollar exchange rates;
possible further extension of the lockdown periods and/or delay in ramping up South African operations with an impact on production beyond the modeled scenarios described above;
potential lockdown at the US PGM operations overlapping significantly with the lockdown at the South African operations;
extended lockdown and delayed return to normal production by our suppliers and customers and the economies in which they operate;
health and wellbeing of our employees after the extended lockdown; and
financial market disruption and limited access to funding opportunities.

Market risk

The Company is exposed to market risks, including foreign currency, commodity price and interest rate risk associated with underlying assets, liabilities and anticipated transactions. Following periodic evaluation of these exposures, the Company may enter into derivative financial instruments to manage some of these exposures.

The effects of reasonable possible changes of relevant risk variables on profit or loss or shareholders' equity are determined by relating the reasonable possible change in the risk variable to the balance of financial instruments at period end date.

The amounts generated from the sensitivity analyses are forward-looking estimates of market risks assuming certain adverse or favourable market conditions occur. Actual results in the future may differ materially from those projected results and therefore should not be considered a projection of likely future events and gains/losses.

Foreign currency risk

In the ordinary course of business, the Company enters into transactions, such as gold sales, denominated in foreign currencies, primarily US dollar. Although this exposes the Company to transaction and translation exposure from fluctuations in foreign currency exchange rates, the Company does not generally hedge this exposure, although it could be considered for significant expenditures based in foreign currency or those items which have long lead times to produce or deliver. Also, the Company on occasion undertakes currency hedging to take advantage of favourable short-term fluctuations in exchange rates when management believes exchange rates are at unsustainably high levels.

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

Currency risk only exists on account of financial instruments being denominated in a currency that is not the functional currency and being of a monetary nature. This includes but is not limited to US$600 million RCF (refer to note 21.1), US$ Convertible Bond (refer to note 21.4).

For additional disclosures, refer to note 21.

Foreign currency economic hedging experience

During 2019 a small number of intra month (i.e. up to 21 days) forward exchange rate contracts were executed to hedge a known currency inflow. During 2018 no forward exchange rate contracts were concluded.

As at 31 December 2019 and the date of this report Sibanye-Stillwater had no outstanding foreign currency contract positions. As at

31 December 2018, Sibanye-Stillwater had the following foreign currency contract positions: US$12.1 million at a weighted average rate of R14.11/US$

Commodity price risk

The market price of commodities has a significant effect on the results of operations of the Company and the ability of the Company to pay dividends and undertake capital expenditures. The gold price has historically fluctuated widely and is affected by numerous industry factors over which the Company does not have any control. The aggregate effect of these factors on the gold price, all of which are beyond the control of the Company, is impossible for the Company to predict.

Commodity price hedging policy

As a general rule, the Company does not enter into forward sales, derivatives or other hedging arrangements to establish a price in advance for future gold production. Commodity hedging could, however, be considered in future under one or more of the following circumstances: to protect cash flows at times of significant capital expenditure; financing projects or to safeguard the viability of higher cost operations.

To the extent that it enters into commodity hedging arrangements, the Company seeks to use different counterparty banks consisting of local and international banks to spread risk. None of the counterparties is affiliated with, or related to parties of the Company.

Commodity price hedging experience

At 31 December 2019, Sibanye-Stillwater had the following gold commodity price hedges outstanding:

a total of 88,415oz at an average floor price of R19,222/oz (R618,001/kg) and capped price of R21,218/oz (R682,174/kg).

The fair value of the financial liability for the Rand gold forward sale contracts at 31 December 2019 is R68.3 million (2018: R 240.8 million). The fair value measurement is a level 2 measurement in terms of the fair value hierarchy.

Commodity price contract position

As of 31 December 2019 and 2018, Sibanye-Stillwater had no outstanding commodity forward sale contracts.

Interest rate risk

The Company's income and operating cash flows are dependent of changes in market interest rates. The Company's interest rate risk arises from long-term borrowings.

For additional disclosures, refer to note 21.

30. Commitments

Figures in million - SA rand	2019	2018
Capital expenditure	3,130.0	2,019.1
Authorised
Driefontein	846.1	830.9
Kloof	1,289.8	970.2
Beatrix	231.7	218.0
SGL Corporate	762.4	-
Contracted for	294.8	100.2
Other guarantees	-	266.7

Commitments will be funded from internal sources and to the extent necessary from borrowings. This expenditure primarily relates to hostel upgrades, mining activities and infrastructure.

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

31. Contingent liabilities

Significant accounting judgements and estimates

Contingencies can be either possible assets or possible liabilities arising from past events which, by their nature, will only be resolved when one or more future events not wholly within the control of the Company occur or fail to occur or for contingent liabilities where a present obligation arising from a past event exists but is not recognised because either it is not probable that an out-flow of resources embodying economic benefits will be required to settle the obligation or the amount of the obligation cannot be determined with sufficient reliability. The assessment of such contingencies inherently involves the exercise of significant judgement and estimates of the outcome of future events.

Purported class action lawsuits

Delaware Court of Chancery rules in favour of Sibanye-Stillwater in dissenting shareholder action

The Court of Chancery of the State of Delaware in the United States of America (the Court), in a Memorandum Opinion dated 21 August 2019, has ruled in favour of the Company in the appraisal action brought by a group of minority shareholders (the Dissenting Shareholders) of the Stillwater Mining Company (Stillwater), following the acquisition of Stillwater by the Company in May 2017 for a cash consideration of US$18 per Stillwater share.

In terms of the ruling, the Dissenting Shareholders (together owning approximately 4.5% of Stillwater shares outstanding at the time) received the same US$18 per share consideration originally offered to, and accepted by other Stillwater shareholders, plus interest. The remaining payment of approximately US$21 million due to the Dissenting Shareholders has been paid by the Company during the six months ended 31 December 2019.

Certain of the Dissenting Shareholders have filed an appeal with the Supreme Court of the State of Delaware with the date for the oral argument, originally set for 1 April 2020, postponed in light of COVID-19 until a future date is set by the Court. The Company will continue to defend itself against opportunistic, short-term and self-interested legal action, to protect the interests of our stakeholders.

32. Related-party transactions

Sibanye-Stillwater entered into related-party transactions with key management, its associates and its subsidiaries during the year as detailed below. The transactions with these related parties are generally conducted with terms comparable to transactions with third parties, however in certain circumstances such as related-party loans, the transactions were not at arm's length.

Refer to the following notes for additional related party disclosures:

Note 5.1 and 5.2: Investment income and finance expenses
Note 7: Impairment related to investments in subsidiaries
Note 12: List of subsidiaries, which provides further detail on the relationship between the Company and its subsidiaries
Note 13: Investment in Associates
Note 29: Accounting policy in respect of impairment considerations with regards to financial assets

Rand Refinery

Rand Refinery, in which Sibanye-Stillwater holds a 33.1% interest, has an agreement with the Company whereby it refines all the Company's gold production. No dividends were received during the years ended 31 December 2019 and 2018. For the year ended 31 December 2019, the Company sold gold and paid refining fees to Rand Refinery.

The table below details the transactions and balances between the Company and its related-parties:

Figures in million - SA rand	2019	2018
Rand Refinery	309.6
Gold sales	616.2
Refining fees paid	(24.4)	(29.1)
Interest income	-	-
Trade payable	(4.0)	(2.6)

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

Key management remuneration

The executive directors and prescribed officers were paid the following remuneration during the year:

			Accrual of
			Bonus Share
		Cash bonus	awards and
Figures in		accrued for	Performance	Pension	Expense
thousands - SA		2019 paid in	Share	scheme total allowance and
rand	Salary	2020	proceeds	contributions	other benefits	2019	2018
Executive directors						31,917
Neal Froneman1	12,521	10,482	6,989	912	1,013	35,760
Charl Keyter	6,295	4,994	3,329	899	507	16,024	17,697
Prescribed officers					-	25,289
Chris Bateman2	8,919	4,481	2,988	318	8,583	16,885
Shadwick Bessit	4,186	3,252	2,168	739	250	10,595	688
Hartley Dikgale	3,721	2,235	1,490	260	192	7,898	8,761
Dawie Mostert	3,833	2,808	1,872	523	248	9,284	10,112
Themba Nkosi	3,797	2,424	1,616	280	-	8,117	7,265
Wayne Robinson	4,511	2,940	1,960	366	267	10,044	10,925
Richard Stewart	3,947	2,828	1,885	438	330	9,428	12,986
Robert van Niekerk	5,083	4,567	3,045	565	287	13,547	13,508
Total	56,813	41,011	27,342	5,300	11,677	142,143	134,587

Entered into a dual service contract with effect 1 May 2018. Remuneration paid in US dollars was converted at the average exchange rate of R14.46/US$ for the year ended 31 December 2019
Remuneration paid in US dollars was converted at the average exchange rate of R14.46/US$ for the year ended 31 December 2019. The other (cash) benefit represents the contracted payout of benefits arising from the treatment of unvested share-based remuneration in respect of the Stillwater Mining Company share plan, which comprised shares granted in the form of time-based restricted stock unit awards and performance-based restricted stock unit awards. In accordance with the change of control provisions of the Stillwater Mining Company share plan, on the acquisition of Stillwater Mining Company by Sibanye-Stillwater all shares (i.e. time-based restricted stock unit awards and performance-based restricted stock unit awards) were converted to a cash settlement at US$18/share with phased payments. No further performance criteria were to be applied with settlement subject to the prescribed officer remaining in the employment of Sibanye-Stillwater at 31 December to qualify for the payment. The final tranche was payable at 31 December 2019

The non-executive directors were paid the following fees during the year:

	Directors	Committee	Expense
Figures in thousands - SA rand	fees	fees	allowance	2019	2018
Tim Cumming	998	692	105	1,796	1,698
Savannah Danson	998	611	-	1,609	1,480
Barry Davison1	404	262	-	666	1,649
Harry Kenyon-Slaney2	1,103	596	-	1,700	-
Rick Menell	998	833	-	1,832	1,723
Sello Moloko	1,407	-	-	1,407	1,802
Nkosemntu Nika	998	611	-	1,609	1,435
Keith Rayner	998	784	99	1,881	1,723
Sue van der Merwe	998	611	-	1,609	1,491
Jerry Vilakazi	998	364	-	1,362	1,289
Vincent Maphai3	340	482	-	821	-
Total	10,242	5,846	204	16,292	14,291

Resigned as non-executive director on 28 May 2019
Appointed as non-executive director on 16 January 2019
Appointed as non-executive chairman of the board on 1 June 2019

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

The directors' and prescribed officers' share ownership at 31 December 2019 was1:

	Number of shares		%
	2019	2018		2019	2018
Executive directors	4,858,723			0.18
Neal Froneman3	4,555,954		0.17
Charl Keyter3	1,673,316	1,530,119		0.06	0.06
Non-executive directors	242			-
Tim Cumming2	106		-
Barry Davison4	-	1,567,710		-	0.06
Rick Menell2	108,625	108,625		0.00	0.00
Sello Moloko4	-	111,534		-	0.00
Keith Rayner2	68,992	68,992		-	-
Sue van der Merwe2	1,028	1,028		-	-
Total share ownership by directors	6,710,926	7,944,068
Prescribed officers				-
Chris Bateman3	32,747	32,747		-
Shadwick Bessit3	31,652	219,782		0.00	0.01
Hartley Dikgale3	184,311	114,744		0.01	0.00
Dawie Mostert3	38,975	50,743		-	-
Themba Nkosi3	796	19,107		-	-
Wayne Robinson3	73,292	39,321		-	-
Richard Stewart3	362,747	421,653		0.01	0.02
Robert van Niekerk3	257,732	271,537		0.01	0.01
Total	7,693,178	9,113,702

Following the scheme of arrangement between Sibanye Gold Limited and Sibanye Stillwater Limited, effective 24 February 2020, the Directors' shareholdings are in Sibanye Stillwater Limited. On the effective date of the scheme of arrangement, Sibanye Stillwater Limited owns 100% of the issued share capital of Sibanye Gold Limited
Share ownership in Sibanye Stillwater Limited1 at the date of this report is unchanged
Share ownership in Sibanye Stillwater Limited1 at the date of this report was:
- Neal Froneman - 5,167,082 shares
- Charl Keyter - 1,846,767 shares
- Chris Bateman - 130,988 shares
- Shadwick Bessit - 124,707 shares
- Hartley Dikgale - 283,079 shares
- Dawie Mostert - 27,118 shares
- Themba Nkosi - 89,290 shares
- Wayne Robinson - 184,333 shares
- Richard Stewart - 495,303 shares
- Robert van Niekerk - 501,057 shares
Resigned during 2019

None of the directors' immediate families and associates held any direct shareholding in the Company's issued share capital.

Other related party transactions and balances

Accounting policy

Amounts payable by the Company

Amounts payable by the Company are non-derivative financial liabilities categorised as financial liabilities measured at amortised cost. These liabilities are initially measured at fair value less directly attributable transaction costs. Subsequent to initial recognition, they are measured at amortised cost. The Company derecognises a financial liability when its contractual rights are discharged, cancelled or expire.

Amounts payable to the Company

Amounts payable to the Company are non-derivative financial assets categorised as measured at amortised cost. These assets are initially measured at fair value plus directly attributable transaction costs. Subsequent to initial recognition, they are measured at amortised cost.

Impairment

Refer to note 29 for the Company's accounting policy for impairment of amounts payable to the Company.

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

The table below details the transactions and balances between the Company and its related parties:

Figures in million - SA rand	2019	2018
Income from subsidiaries1	608.3
Net group charge out	-
Interest income from Stillwater	563.9	666.0
Guarantee fees paid by Stillwater	91.7	93.0
Expenses to subsidiaries2	(1,228.4)	(1,190.2)
Training fees paid to Sibanye Gold Academy	(118.3)	(110.9)
Guarantee fees paid to Stillwater	(54.1)	(52.9)
Security fees paid to Sibanye Gold Protection Services	(291.7)	(308.7)
Administration fees paid to Sibanye Gold Shared Services	(80.2)	(101.9)
Toll treatment fees paid to Cooke	(330.9)	(285.0)
Loss on uranium purchased from Cooke	-	(3.3)
Expenses paid to Sibanye Gold Eastern Operations Proprietary Limited	(19.0)	(17.3)
Medical fees paid to St Helena Hospital	(291.3)	(274.5)
Other	(5.9)	-
Dispense fee paid to M Janse Van Rensburg Proprietary Limited	(37.0)	(35.7)
Loan receivable from associate	-	11.3
Living Gold	-	11.3
Loans receivable from subsidiaries3,6	7,719.6	12,479.6
St Helena Hospital	5.0	22.0
Stillwater	5,544.0	10,883.1
Wits Gold	1,751.8	1,423.3
SRPM	138.0	138.0
Sibanye Platinum	75.6	-
Western Platinum Proprietary Limited	200.0	-
Other subsidiaries	5.2	13.2
Trade receivables from subsidiaries4	2,135.6	3,522.2
Rand Uranium	84.8	4.1
Sibanye Gold Protection Services	0.4	2.0
Sibanye Gold Academy	2.0	0.5
Sibanye Gold Shared Services	1,947.8	3,401.8
SRPM	20.6	42.0
Stillwater	24.1	52.1
Western Platinum Proprietary Limited	34.2	-
Other subsidiaries	21.7	19.7
Trade payables to subsidiaries5	(5,199.3)	(3,690.6)
Sibanye Gold Academy	(10.4)	(6.2)
Sibanye Gold Shared Services	(4,153.3)	(3,323.3)
SRPM	(719.5)	(201.1)
Ezulwini	(152.8)	(56.9)
Other subsidiaries	(163.3)	(103.1)
Loans payable to subsidiaries6	(251.4)	(141.1)
Sibanye Gold Protection Services	(20.0)	(20.0)
Sibanye Platinum Bermuda	(231.4)	(121.1)
SRPM	-	-

Interest received on loans to subsidiaries is disclosed in note 5.1
Interest paid to subsidiaries is disclosed in note 5.2
Impairment of loans receivable from subsidiaries are disclosed in note 7
Trade receivables from subsidiaries are linked to normal credit terms consistent with third party trade receivables. No trade receivables from subsidiaries are impaired at 31 December 2019 (2018: Nil)
Trade payables to subsidiaries are linked to normal credit terms consistent with third party trade payables
Loans to and from subsidiaries are interest free and have no specific repayment terms, except for the loan receivable from Stillwater for which the terms are disclosed below.

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

Loan receivable from Stillwater

Terms of the loan

Facility:	A: US$200 million
	B: US$750 million
	C: US$75 million
Interest rate:	LIBOR
Interest rate margin:	A: 4.51%
	B: 4.25%
	C: 4.25%
Term:	Ten years
Security:	Unsecured

Fair value of related party trade and other receivables / payables and loans receivable / payable The fair value of trade and other receivables / payables approximate the carrying value due to the short maturity.

The fair value of loans with no fixed repayment terms, approximate the carrying amounts since these loans are considered payable on demand from a market participant perspective. The fair value of variable interest rate borrowings approximate its carrying amounts as the interest rates charged are considered marked related.

Credit risk

The Company is exposed to credit risk on the total carrying value of related party loans receivable. These loans are reviewed on a regular basis and an allowance for impairment is raised when they are not considered recoverable. Refer to note 7 for impairment recognised.

33. Events after the reporting date

There were no events that could have a material impact on the financial results of the Company after 31 December 2019, other than those disclosed below.

33.1 Sibanye Gold Limited scheme of arrangement

On 4 October 2019, Sibanye Gold Limited (trading as Sibanye-Stillwater) and Sibanye Stillwater Limited announced the intention to implement a scheme of arrangement to reorganise Sibanye Gold Limited's operations under a new parent company, Sibanye Stillwater Limited (the Scheme). On 23 January 2020 Sibanye Gold Limited and Sibanye Stillwater Limited announced that all resolutions for the approval of the Scheme were passed by the requisite majority voters at the Scheme meeting held at the Sibanye Gold Limited Academy. The Scheme was implemented on 24 February 2020.

Under the Scheme, Sibanye Stillwater Limited acquired Sibanye Gold Limited and its controlled entities. The Scheme was implemented through the issue of Sibanye Stillwater Limited shares in exchange for the existing shares of Sibanye Gold Limited.

From a consolidated group perspective, Sibanye Stillwater Limited determined that the acquisition of Sibanye Gold Limited did not represent a business combination as defined by IFRS 3 Business Combinations. This is because neither party to the Scheme could be identified as an accounting acquirer in the transaction, and post the implementation there would be no change of economic substance or ownership in the Sibanye Gold Limited Group. The Sibanye Gold Limited shareholders have the same commercial and economic interest as they had prior to the implementation of the Scheme and no additional new ordinary shares of Sibanye Gold Limited were issued as part of the Scheme.

These annual financial statements represent the separate financial statements of Sibanye Gold Limited. For the year ending 31 December 2020, Sibanye Gold Limited will derecognise the carrying amount of its investment in Sibanye Stillwater Limited when implementing the Scheme.

33.2 DRDGOLD increase in shareholding

On 10 January 2020, Sibanye-Stillwater announced that it has exercised its option to subscribe for 168,158,944 additional ordinary shares of DRDGOLD Limited ("DRDGOLD") to attain a 50.1% shareholding in DRDGOLD. The option was exercised on 8 January 2020 in terms of the DRDGOLD option agreement between Sibanye-Stillwater and DRDGOLD, entered into on 22 November 2017. The subscription price for each Option Share was R6.46 per share, payable in cash, representing a 22.69% discount to the closing price of R8.35 per DRDGOLD share and a 10% discount to the 30-day volume weighted average traded price.

33.3 Gold hedge agreements

On 9 March 2020, the Company concluded a gold hedge agreement commencing on 1 April 2020, comprising the delivery of 1,800 Kg of gold (150kg per month) with a zero cost collar which establishes a minimum floor and a maximum cap of R800,000 and R1,080,000 per kilogram, respectively.

NOTES TO THE COMPANY FINANCIAL STATEMENTS continued

FOR THE YEAR ENDED 31 DECEMBER 2019

33.4 South Africa: Escalated measures to combat COVID-19 pandemic

On 23 March 2020, the President of the Republic of South Africa announced that the National Coronavirus Command Council has decided to enforce a nation-wide lockdown for 21 days with effect from midnight on 26 March 2020 following the outbreak of COVID-19 in South Africa. The lockdown required companies in South Africa like ours, whose operations are continuous, to institute care and maintenance protocols to avoid damage to our infrastructure and assets. During the initial lockdown period, there was no production from Sibanye- Stillwater Group's SA Gold and SA PGM operations. In response to the COVID-19 pandemic and restrictions implemented in the USA, the Group's US PGM operations have decreased the use of contractors, which affected the timing of capital projects and had a limited impact on normal production. On 9 April 2020 the South African President announced that the lockdown period is extended for an additional 14 days and on 16 April 2020 a notice was published by the South African government which amended certain regulations previously issued in terms of Section 27(2) of the Disaster Management Act, 2002. These amendments, amongst others, allowed for the Group's South African mining operations to be conducted at a reduced capacity of not more than 50% during the period of lockdown, and thereafter at increasing capacity as determined by directives to be issued by the Minister of Mineral Resources and Energy.

Refer to note 29.2 for further information regarding the impact of the COVID-19 pandemic on the operations and liquidity of the Company and the Group.

ADMINISTRATIVE AND CORPORATE INFORMATION

SIBANYE STILLWATER LIMITED (SIBANYE-STILLWATER)

Incorporated in the Republic of South Africa

Registration number 2014/243852/06 Share code: SSW

Issuer code: SSW

ISIN: ZAE000259701

LISTINGS

JSE: SSW

NYSE: SBSW

WEBSITE

www.sibanyestillwater.com

REGISTERED AND

CORPORATE OFFICE

Constantia Office Park

Cnr 14th Avenue & Hendrik Potgieter Road Bridgeview House

Ground floor Weltevreden Park 1709 South Africa

Private Bag X5

Westonaria 1780

South Africa

Tel: +27 11 278 9600

Fax: +27 11 278 9863

COMPANY SECRETARY

Lerato Matlosa

Tel: +27 10 493 6921 Email: lerato.matlosa@sibanyestillwater.com

DIRECTORS

Dr Vincent Maphai* (Chairman)

Rick Menell* (lead independent director) Neal Froneman (CEO)

Charl Keyter (CFO)

Timothy Cumming*

Savannah Danson*

Dr Elaine Dorward-King* Harry Kenyon-Slaney* Nkosemntu Nika* Keith Rayner*

Susan van der Merwe* Jerry Vilakazi*

* Independent non-executive

INVESTOR ENQUIRIES

James Wellsted

Senior Vice President: Investor Relations

Cell: +27 83 453 4014

Tel: +27 10 493 6923 Email: james.wellsted@sibanyestillwater.com or ir@sibanyestillwater.com

JSE SPONSOR

JP Morgan Equities South Africa Proprietary Limited

Registration number 1995/011815/07 1 Fricker Road

Illovo Johannesburg 2196 South Africa

Private Bag X9936 Sandton 2196 South Africa

AUDITORS

Ernst & Young Inc (EY)

102 Rivonia Road

Sandton

Private Bag X14

Sandton 2146

South Africa

Tel: +27 11 772 3000

AMERICAN DEPOSITARY RECEIPTS TRANSFER AGENT

BNY Mellon Shareowner Services

PO Box 358516

Pittsburgh

PA 15252-8516

US toll free: +1 888 269 2377

Tel: +1 201 680 6825 Email: shrrelations@bnymellon.com

Tatyana Vesselovskaya

Relationship Manager

BNY Mellon

Depositary Receipts

Direct line: +1 212 815 2867

Mobile: +1 203 609 5159

Fax: +1 212 571 3050 Email: tatyana.vesselovskaya@bnymellon.com

TRANSFER SECRETARIES SOUTH AFRICA

Computershare Investor Services Proprietary Limited

Rosebank Towers

15 Biermann Avenue

Rosebank 2196

PO Box 61051

Marshalltown 2107

South Africa

Tel: +27 11 370 5000

Fax: +27 11 688 5248

ANCILLARY INFORMATION

DELIVERING ON OUR STRATEGY AND OUTLOOK

LEADERSHIP

WHAT DRIVES US

SETTING THE SCENE

com.sibanyestillwater.www

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