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AFRICAN RAINBOW MINERALS LIMITED - Dealings in securities by Directors and the Company Secretary of ARM

07 December 2018 - 16:00 PM
ARI
Dealings in securities by Directors and the Company Secretary of ARM

African Rainbow Minerals Limited
(Incorporated in the Republic of South Africa)
(Registration Number 1933/004580/06)
JSE Share code: ARI
ISIN: ZAE000054045
(?ARM? or ?the Company?)

Dealings in securities by Directors and the Company Secretary of ARM

Waived Bonus Method
Equity settlement of Bonus Shares and Performance Shares

A. In terms of paragraphs 3.63 to 3.66 of the Listings Requirements,
the following information is provided regarding the equity settlement
of Bonus Shares and Performance Shares by ARM to the undermentioned
Directors of ARM. These awards were made in terms of The African
Rainbow Minerals Limited 2008 Share Plan and in terms of ARM?s Waived
Bonus Method approved by ARM?s Board of Directors on the recommendation
of the Remuneration Committee. The calculation for the equity
settlement of these shares is based upon the closing ARM share price of
R134.00 on Friday, 23 November 2018.

1. Bonus Shares
Date of transaction             6 December 2018
Nature of transaction           Equity settlement of Bonus Shares in
                                terms of The African Rainbow Minerals
                                Limited 2008 Share Plan in off-market
                                transactions
Date of grant                   25 November 2015
Vesting date                    26 November 2018
Class of securities             Ordinary shares
Extent of interest              Direct, beneficial

Name           Designation                    Number of      Gross Value
                                                  Bonus      (before tax
                                         Shares settled       liability)
                                                                       R
PT Motsepe     Executive Chairman                71   570      9 590 380
MP Schmidt     Executive Director                57   953      7 765 702
M Arnold       Non-executive Director            38   617      5 174 678
HL Mkatshana   Executive Director                31   814      4 263 076
JC Steenkamp   Non-executive Director            60   958      8 168 372
AJ Wilkens     Executive Director                50   247      6 733 098

2. Performance Shares
Date of transaction              6 December 2018
Nature of transaction            Equity settlement of Performance
                                 Shares in terms of The African Rainbow
                                 Minerals Limited 2008 Share Plan in
                                 off-market transactions
Date of award                    25 November 2015
Vesting date                     26 November 2018
Class of securities              Ordinary shares
Extent of interest               Direct, beneficial

Name           Designation                       Number of       Gross Value
                                               Performance       (before tax
                                            Shares settled        liability)
                                                                           R
PT Motsepe     Executive Chairman                   71   570       9 590 380
MP Schmidt     Executive Director                   57   953       7 765 702
M Arnold       Non-executive Director               38   617       5 174 678
HL Mkatshana   Executive Director                   31   814       4 263 076
JC Steenkamp   Non-executive Director               60   958       8 168 372
AJ Wilkens     Executive Director                   50   247       6 733 098


The Board of Directors of ARM, on the recommendation of the
Remuneration Committee, granted the necessary authority to settle these
Bonus Shares and Performance Shares in terms of paragraph 3.66 of the
Listings Requirements.


Transfer of shares

B. In terms of paragraphs 3.63 to 3.66 of the Listings Requirements,
the following information is provided regarding the election by the
Executive Chairman, Mr Patrice Motsepe, to transfer his shares acquired
by subscription as described in ?A? above to African Rainbow Minerals &
Exploration Investments Proprietary Limited (?ARMI?). The shares of
ARMI are indirectly held and beneficially owned by trusts, which
trusts, with the exception of the Motsepe Foundation, hold those shares
for the benefit of Mr Patrice Motsepe and his immediate family. The
Motsepe Foundation applies the benefits emanating from its indirect
shareholding in ARMI for philanthropic purposes. The requisite
clearances and approvals for this transaction have been obtained in
compliance with the Securities Dealing Policies and Procedures of ARM.

Date of transaction                 6 December 2018
Nature of transaction               Transfer of shares to the Motsepe
                                    Family Structure, off-market
                                    Closing price of R134.00 on
Deemed price of securities          Friday, 23 November 2018
transferred
Class of securities                 Ordinary shares
Nature of interest                  Indirect, beneficial
Clearance to deal                   Yes

Name           Designation                       Number of       Total value
                                           Ordinary shares       (before tax
                                               transferred     liability) of
                                                                      shares
                                                                 transferred
                                                                           R
PT Motsepe     Executive Chairman                  143 140        19 180 760
Equity settlement of performance shares

C. In terms of paragraphs 3.63 to 3.66 of the Listings Requirements of
the JSE Limited (?the Listings Requirements?), we provide the following
information regarding the equity settlement of performance shares by
ARM to the company secretary of ARM. The calculation for the equity
settlement of these shares is based upon the closing ARM share price of
R134.00 on Friday, 23 November 2018.

Performance shares
Date of transaction               6 December 2018
Nature of transaction             Equity settlement of performance shares
                                  in terms of The African Rainbow
                                  Minerals Limited 2008 Share Plan in
                                  off-market transactions
Date of grant                     25 November 2015
Vesting date                      26 November 2018
Class of securities               Ordinary shares
Extent of interest                Direct, beneficial


Name          Designation               Number of     Total value
                                        Performance   (before tax
                                        Shares         liability)
                                        settled         of shares
                                                      transferred
                                                                R
A N D?Oyley   Company Secretary              11 829     1 585 086

The Board of Directors of ARM, on the recommendation of the
Remuneration Committee, granted the necessary authority to settle these
performance shares in terms of paragraph 3.66 of the Listings
Requirements.


Sandton
7 December 2018

Sponsor to ARM:
Investec Bank Limited

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