Northam Platinum : Remuneration report, 30 June 2023

Northam Holdings: Mining that matters

Remuneration report 30 June 2023

Mine to market value chain

The production of Platinum Group Metals (PGMs) begins with the mining of ore deposits typically containing very low concentrations of the metals. Following this, the mined ore passes through five stages of physical

and chemical beneficiation ultimately producing individual high purity saleable metals.

The first stage of beneficiation is primary concentration in which the concentration of PGMs and associated base metals is upgraded through a process of crushing, milling and froth flotation. The product of this process is primary concentrate. The flotation process upgrades the concentration of PGMs in the ore from between 2 and 5 grams per tonne to between 90 and 150 grams of PGMs per tonne.

The second stage of beneficiation is smelting, in which primary concentrate is dried and heated in a smelter furnace until molten, at which point PGMs and associated base metals concentrate into what is termed smelter matte containing between 1 500 and 2 500 grams of PGMs per tonne.

Smelter matte is then fed into the third stage of beneficiation, which is iron conversion, wherein the addition of a silica flux and air drives off iron and sulphur producing convertor matte containing between 3 500 and 5 000 grams of PGMs per tonne.

This is the feed for a base metal refinery, wherein associated base metals are extracted, leaving a high grade precious metal concentrate. This precious metal concentrate contains approximately 500 000 grams per tonne of PGMs. Base metals include nickel, which is extracted as a nickel sulphate salt, and copper which electrowon, produces pure copper plate.

Precious metal concentrate is treated through a precious metal refinery, the fifth and final stage of beneficiation, producing individual saleable metals of high purity. Final refined PGMs are produced in various forms for a multitude of applications, for example, ingot or sponge.

We sell most of our PGMs through offtake agreements with a limited number of large customers, with whom we have long-standing associations and relationships. Our buyers are mainly industrial companies, who, in the case of the automotive sector, are suppliers of catalysts and catalytic components as opposed to the car manufacturers themselves.

Our chrome product is sold through a single third party via a guaranteed offtake and security of supply contributions agreement. In addition, we have the ability to sell excess metal on the spot market.

The picture on the front cover is of bubbles containing PGMs produced during the flotation process at the concentrator, which is the first stage of the beneficiation process.

Contents
Our reporting suite	2
About this report	4
Message from the chairperson of the remuneration committee	6
Part 1: Background statement	12
Part 2: Our remuneration philosophy and policy	48
Part 3: Implementation report	76

The JSE Limited Listings Requirements require, and principle 14 of the King IV Report on Corporate Governance for South Africa, 2016 (King IVTM) recommends that a company's remuneration policy and implementation report be tabled for separate non-binding advisory votes by shareholders at each Annual General Meeting (AGM). This enables shareholders to express their views on the remuneration policy and implementation report, and to provide their endorsement thereof.

Included in the Notice of the AGM is ordinary resolutions 4.1 and 4.2 that are of a non-binding nature only.

The board will take the outcome of the non-binding advisory votes into consideration when considering amendments to the group's remuneration policy and/or the implementation report.

  Refer to the Notice of the 2023 Annual General Meeting, available on our website.

Northam Holdings   Remuneration report 2023      1

Our reporting suite

2      Northam Holdings   Remuneration report 2023

Our Remuneration report is supplemented by a full suite of online publications, which cater for the diverse needs of our broad stakeholder base as part of our comprehensive integrated reporting. These can be accessed on our website at www.northam.co.za

Annual integrated report

Prepared in accordance with:

• International Framework of the International Integrated Reporting Council (IIRC)
• International Financial Reporting Standards (IFRS)
• South African Companies Act No. 71 of 2008, as amended (Companies Act)
• Global Reporting Initiative (GRI) standards
• South African Companies Regulations, 2011 (Companies Regulations)
• JSE Limited Listings Requirements (JSE Listings Requirements)
• JSE Debt Listings Requirements
• King IV Report on Corporate Governance for South Africa, 2016 (King IV™)

Approved by the board of directors

Annual financial statements

Prepared in accordance with:

• IFRS
• Interpretations issued by the IFRS Interpretations Committee
• International Accounting Standards (IAS)
• The South African Institute of Chartered Accountants (SAICA) Financial Reporting Guides
• Financial Reporting Guidelines as issued by the Accounting Practices Committee
• Financial Pronouncements as issued by the Financial Reporting Standards Council
• Companies Act
• Companies Regulations
• JSE Listings Requirements
• JSE Debt Listings Requirements
• King IV™

Approved by the board of directors, and includes the chief executive officer and finance director responsibility statement, as well as the company secretary's confirmation

Summarised financial results

Prepared in accordance with:

• IFRS
• Interpretations issued by the IFRS Interpretations Committee
• IAS
• SAICA Financial Reporting Guides
• Financial Reporting Guidelines as issued by the Accounting Practices Committee
• Financial Pronouncements as issued by the Financial Reporting Standards Council
• Companies Act
• Companies Regulations
• JSE Listings Requirements
• JSE Debt Listings Requirements

Approved by the board of directors

Corporate governance report

Prepared in accordance with:

• International Framework of the IIRC
• Companies Act
• Companies Regulations
• JSE Listings Requirements
• JSE Debt Listings Requirements
• King IV™

Approved by the board of directors together with the chairpersons of the respective committees for their reports

	Mineral Resources and Mineral Reserves		Notice of the 2023 Annual General Meeting
	statement		Prepared in accordance with:
	Prepared in accordance with:		ƒ	Companies Act
	ƒ South African Code for Reporting of Exploration		ƒ	Companies Regulations
	Results, Mineral Resources and Mineral Reserves		ƒ	JSE Listings Requirements
	2016 (the SAMREC Code (2016))		ƒ JSE Debt Listings Requirements
	ƒ JSE Listings Requirements		ƒ Company's Memorandum of Incorporation (MOI)
		ƒ	King IV™
	Signed off by the Lead Competent Person		Approved by the board of directors and the
			company secretary

Remuneration report		Sustainability report
Prepared in accordance with:		Prepared in accordance with:
ƒ International Framework of the IIRC		ƒ Core requirements of the GRI Standards
ƒ	Companies Act		Approved by the health, safety and
ƒ	Companies Regulations
ƒ	JSE Listings Requirements		environmental committee

• King IV™

Approved by the remuneration committee

Northam Holdings   Remuneration report 2023      3