SIBANYE GOLD LIMITED - Posting of notice of amendments to resolutions to be tabled at theAnnual General Meeting on 23 May 2017

2017-04-21 16:30:00

SGL 201704210040A
Posting of notice of amendments to resolutions to be tabled at the
Annual General Meeting on 23 May 2017

Sibanye Gold Limited
Incorporated in the Republic of South Africa
Registration number 2002/031431/06
Share code: SGL
ISIN – ZAE000173951
Issuer code: SGL
(“Sibanye” or “the Company” or “the Group”)

Posting of notice of amendments to resolutions to be tabled at the
Annual General Meeting on 23 May 2017

Westonaria, 21 April 2017: Shareholders are referred to the notice
convening the Annual General Meeting (“AGM”) of the Company on 23 May
2017 (“Original Date of Notice of the AGM”) at 09:00 (CAT).

All capitalised terms used herein shall bear the same meanings as those
defined in the Notice of Annual General Meeting, which was distributed
electronically on 30 March 2017 and posted to shareholders on 4 April

Shareholders are notified that the Sibanye Board will propose at the AGM
that Ordinary Resolutions Numbers 11 and 12 and the Explanatory Notes
in respect of those Ordinary Resolutions, which relate to the general
authority of Sibanye’s directors to issue shares for cash, be replaced
in their entirety.

The “Notice of amendments to resolutions to be tabled at the Annual
General Meeting” and an Amended Proxy Form have been distributed to
shareholders today and are available on the Company’s website:

Rationale for amendment to resolutions

In terms of the Company’s Memorandum of Incorporation, read together
with the JSE Listings Requirements; shareholders of the Company may
authorise the directors, inter alia, to issue any unissued ordinary
shares of the Company and/or grant options over them, as the directors
in their discretion think fit. Such an authority may be a specific or a
general authority.

The existing general authority granted by shareholders to the directors
at the previous AGM on 24 May 2016, is proposed to be amended at a
General Meeting of the Company to be held on 25 April 2017 (“EGM”), by
increasing the limit thereof from 5% to 15%. It is proposed that this
amended general authority, be renewed at the AGM, with the aggregate
number of ordinary shares capable of being generally allotted and issued
by the directors for cash being limited to 15% (fifteen per cent) of the
number of ordinary shares in issue, as at 31 December 2016.
In accordance with the past practice of the Company, the directors have
decided to seek renewal at the AGM of their annual general authority to
issues shares for cash and to maintain the limitation on this authority
at the 15% level proposed to be fixed by the EGM. The directors intend
to make use of this authority, which is standard in the industry and
accords with best practice, to provide flexibility to the Company in
respect of the financing or refinancing of the Stillwater Transaction.

The date of the AGM remains unchanged. The AGM will be held at Sibanye
Gold Academy, Rietkloof 349, Glenharvie, 1786, South Africa, on 23 May
2017 at 09:00.

Shareholders may use either the form of proxy which was included with
the original notice convening the AGM or the Amended Proxy Form. Those
shareholders who have already submitted their original form of proxy are
not required submit the Amended Proxy Form but may do so at their
discretion, thereby replacing their already submitted form of proxy with
the Amended Proxy Form.



James Wellsted
SVP Investor Relations
Sibanye Gold Limited
+27 83 453 4014

Sponsor: J.P. Morgan Equities South Africa Proprietary Limited

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