RESPONSIBILITY REPORTING

Directors' report

Profile

Nature and business of the Company

Impala Platinum Holdings Limited (Implats/Company/Group) is one of the foremost producers and suppliers of platinum group metals (PGMs) to industrial economies. The Company's holdings in various mining and exploration activities as at 30 June 2015 are described below:

Company	Effective   interest %	Activity
Impala Platinum Limited (Impala)	96	PGM mining processing and refining
Impala Refining Services Limited	100	Purchase of concentrate and/or smelter matte. Processing of concentrate and matte by the smelting, refining and sale of resultant PGMs and base metals, and toll refining
Afplats Proprietary Limited	74	PGM mining (project phase)
Marula Platinum Proprietary Limited	73	PGM mining
Zimplats Holdings Limited	86.9	PGM mining
Mimosa Investments Limited	50*	PGM mining
Two Rivers Platinum Proprietary Limited	49*	PGM mining
Makgomo Chrome Proprietary Limited	50*	Purchase of chrome in tailings. Processing and sale of the product
Impala Chrome Proprietary Limited	70	Purchase of chrome in tailings. Processing and sale of the product
* Equity-accounted entities.

Share capital

Authorised share capital	R
844 008 000 ordinary shares of 2.5 cents each	21 100 200
Issued share capital	R
632 214 276 ordinary shares of 2.5 cents each	15 805 357
Unissued share capital	R
211 793 724 ordinary shares of 2.5 cents each	5 294 843

There were no changes to the authorised or issued share capital during the year.

American depositary receipts

At 30 June 2015, Implats had 7 133 503 (2014: 6 812 256) sponsored American depositary shares in issue through Deutsche Bank AG London and trading on the over-the-counter markets in the US. Each American depositary share is equal to one Implats ordinary share.

Treasury shares

The Group holds 16 233 994 ordinary shares of 2.5 cents each which were bought in terms of an approved share buy-back scheme in prior years. No additional shares were bought by the Company during the year under review. The shares are held as "treasury shares" by a wholly owned subsidiary of the Company.

Share-based compensation

Details of participation in the share option scheme are set out in note 13 of the consolidated financial statements.

The trustee of the Share Incentive Trust is Ms NDB Orleyn. However, the Group no longer offers employees any further options under the Implats Share Incentive Scheme. All eligible employees are now offered shares under the long-term incentive plan (LTIP) which was approved by shareholders in 2012. The LTIP has replaced the Implats Share Appreciation Bonus Plan (ISABP) and no further notional shares have been issued under the ISABP.

Shareholding in the Company

The issued capital of the Company held by public and non-public entities as at 30 June 2015 was as follows:

		Number of   shareholders	Number   of shares   (000)	%
Public		28 088	322 645	51
Non-public		22	309 569	49
Directors		2	18	—
Trustees of share scheme		3	8 902	1.4
Share Incentive Trust		1	37	—
Morokotso Trust		2	8 865	1.4
Coronation Fund Managers		1	119 031	18.8
Royal Bafokeng Holdings Proprietary Limited*		3	83 115	13.2
Public Investment Corporation Limited		11	82 269	13
Treasury shares		2	16 234	2.6
Total		28 110	632 214	100.0

* Has the right to appoint two directors

The following shareholders beneficially hold 5% or more of the issued share capital:

Shareholders	Number   of shares   (000)	%
Coronation Fund Managers	119 032	18.8
Royal Bafokeng Holdings Proprietary Limited	83 115	13.2
Public Investment Corporation Limited	82 269	13

Black economic empowerment (BEE) ownership

The Group believes that it has fully met the equity ownership objectives of the Mineral and Petroleum Resources Development Act as it recognises that the transformation of the equity ownership of the Company is a key strategic goal. Our BEE partners are drawn from a wide range of groups from the significant stake held by the Royal Bafokeng Nation to smaller BEE companies and community groups.

During the year under review, the group launched a new Employee Share Ownership Plan which now holds 4% of the issued shares in Impala Platinum Limited. This was done through the establishment of a trust to hold the shares on behalf of the employees of Impala. The pre-existing ESOP which is managed through the Morokotso Trust, was established in 2006, has delivered value to some 24 000 employees in South Africa with 40% of the shares having vested in July 2011. The remaining 60% will continue to be held by the trust on behalf of our employees until the termination date in July 2016.

Investments

Zimplats Holdings Limited (Zimplats)

During the period under review, the Company owned 86.9% (2014: 86.9%) of Zimplats, which in turn holds 100% of Zimbabwe Platinum Mines (Pvt) Limited – an operating company in Zimbabwe. Both Zimplats and Mimosa continue to discuss the indigenisation implementation plan with the Government of Zimbabwe and pending the finalisation of these plans, Implats continued to consolidate its shareholding in Zimplats in 2015.

Mimosa Investments Limited (Mimosa)

The Company holds a 50% (2014: 50%) shareholding in Mimosa with the balance being held by Aquarius Platinum Limited (Aquarius). Mimosa Mining Company (Pvt) Limited (Mimosa Pvt), the operating company, is a wholly owned subsidiary of Mimosa. In 2015, Implats equity-accounted its 50% interest in the joint venture.

Two Rivers Platinum Proprietary Limited (Two Rivers)

The Company owns a 49% (2014: 45%) interest in Two Rivers with the balance held by African Rainbow Minerals Limited. The regulatory approvals were granted by the DMR which resulted in Implats acquiring the additional 4% interest in Two Rivers in exchange for vending into Two Rivers portions 4, 5 and 6 of the farm Kalkfontein, as well as the area covered by the Tweefontein prospecting rights.

Marula Platinum Proprietary Limited (Marula)

The Company owns a 73% (2014: 73%) interest in Marula.

The 27% non-controlling interest comprises a 9% equity stake in Marula held by each of the following BEE entities:

• Tubatse Platinum Proprietary Limited
• Mmakau Mining Proprietary Limited
• Marula Community Trust

Implats has consolidated the BEE interest as the vendor finance is guaranteed by Implats.

Afplats Proprietary Limited (Afplats)

The Company owns a 74% (2014: 74%) interest in Afplats, which completed the sinking of the main shaft to a depth of 1 198 metres below surface during the year. Activities to further develop the project have been deferred for a period of four years. Implats continues to consolidate its interest in Afplats.

Makgomo Chrome Proprietary Limited (Makgomo Chrome)

The Company owns a 50% (2014: 50%) stake in Makgomo Chrome, a company established pursuant to Implats' Local Economic Development strategy for the Marula communities. The balance of the issued shares is held by the communities in the Marula area of operations. Twenty percent of the Company's shareholding is held through Marula and all dividends received by Marula are used to fund community development projects. Implats equity accounts its interest in Makgomo Chrome.

Impala Chrome Proprietary Limited (Impala Chrome)

The Company holds 70% (2014: 70%) of the shares in issue and Chrome Traders Processing Proprietary Limited (Chrome Traders) holds the remaining 30% of the shares. Implats consolidates its interest in Impala Chrome.

Financial affairs

Results for the year

The results for the year were significantly impacted by:

• the build-up after the five-month industrial action at Impala Rustenburg's operations
• the re-establishment of the Bimha Mine at the Zimplats operations after a collapse within a section of the underground working area of the mine and
• a depressed dollar metal price environment.

Notwithstanding, Impala achieved its stated production target for the year of 575 000 platinum ounces, Zimplats recovered admirably but was impacted by lock-up of
27 000 platinum ounces at year end and both Mimosa and Two Rivers delivered excellent results. Overall, Group production increased to 1 276 000 refined platinum ounces from
1 178 000 in the prior year.

Revenues increased by R3.5 billion to R32.5 billion mainly due to the build-up of production at Impala and the weaker rand/dollar exchange rate partially offset by the lower metal prices.

Cash costs which include on-mine, processing, refining and selling and administration expenses increased by R5.7 billion, as costs normalised after the stringent savings implemented during the 2014 strike. Costs then increased by some 8.7% (in line with mining inflation). Cost of R808 (2014: R1 255) million incurred during the 2015 ramp-up and the 2014 strike was not taken into account as cost of sales in valuing stock, but expensed immediately.

Basic earnings were further impacted by impairments of 17 shaft (development asset) and Afplats and Imbasa/Inkosi (exploration and evaluation assets) in the net amount of R3.745 billion as set out below:

	Rm
17 Shaft	2 872
Afplats	1 780
Imbasa/Inkosi	1 195
	5 847
Non-controlling shareholders' interest	(746)
Deferred tax	(1 356)
Net impact on earnings	3 745
Net impact on earnings (cps)	617

17 Shaft is viewed as an asset in development stage. The fact that the board has not as yet provided unconditional approval for its full development and given the current market conditions and the resultant need to conserve cash, it was deemed prudent to assess the need to impair 17 Shaft as a standalone shaft. The carrying amount (before impairment) of R4.7 billion was assessed and an impairment of this in an amount of R2.9 billion was considered appropriate at this time (refer note 3 to the consolidated financial statements).

The further development of Afplats has been deferred for four years and the Imbasa and Inkosi resource is an early stage exploration asset. Again, given the current market conditions, these assets have been impaired (refer note 4 to the consolidated financial statements).

The net results of Implats' operating, investing and financing activities, combined with the opening cash and debt positions, was to end the year with cash of R2.6 billion and net debt (excluding finance leases) of R4.1 billion. In addition to the cash on hand, the Group had committed undrawn committed facilities of R3.0 billion at year end.

Dividends

No dividends were declared in respect of the 2015 financial year (2014: no dividend).

Convertible bonds interest payments

The Company paid interest in August 2014 and February 2015 to bond holders in line with the terms and conditions of the bonds.

Capital expenditure

Capital expenditure for the year amounted to R4.3 (2014: R4.3) billion.

Capital expenditure of approximately R4.2 billion is planned for the 2016 financial year, of which R700 million relates to 20 and 16 Shafts at Impala. The spend on 17 Shaft has been further slowed down to R260 million due to cash preservation needs. Approximately R1.1 billion is planned for off-reef development and $115 million on Zimplats. Capital expenditure will principally be funded from the opening cash balance, operating cash flows and borrowings if necessary.

Post balance sheet events

No material events have occurred since the date of these consolidated financial statements and the date of approval thereof, the knowledge of which would affect the ability of the users of these statements to make proper evaluations and decisions.

Going concern

The consolidated financial statements have been prepared on a going-concern basis using the appropriate accounting policies, supported by reasonable and prudent judgements and estimates. The directors believe that the Company and the Group will continue to be in operation in the foreseeable future.

Associated and subsidiary companies

Information regarding the Company's associated and subsidiary companies is given in note 2 and note 3 of the annual financial statements of the Company.

Property

Details of the freehold and leasehold land and buildings of the various companies are contained in registers, which are available for inspection at the registered offices of those companies.

Directorate

Name	Position as director	Date appointed
KDK Mokhele	Independent non-executive chairman	1 June 2004
B Berlin	Chief financial officer	24 February 2011
HC Cameron	Independent non-executive director	1 November 2010
PW Davey	Independent non-executive director	1 July 2013
MSV Gantsho	Independent non-executive director	1 November 2010
TP Goodlace	Chief executive officer	1 June 2012*
A Kekana	Non-executive director	8 August 2013
AA Maule	Independent non-executive director	1 November 2011
AS Macfarlane	Independent non-executive director	1 December 2012
ND Moyo	Independent non-executive director	5 March 2015
FS Mufamadi	Independent non-executive director	5 March 2015
BT Nagle	Non-executive director	8 August 2013
B Ngonyama	Independent non-executive director	1 November 2010
MEK Nkeli	Independent non-executive director	29 April 2015
NDB Orleyn**	Independent non-executive director	1 April 2004
ZB Swanepoel	Independent non-executive director	5 March 2015
TV Mokgatlha***	Independent non-executive director	20 June 2003

*     5 August 2010 as independent non-executive
**   Resigned as director – 28 August 2015
*** Resigned as director – 22 October 2014

Composition of the board

The board comprises 11 independent non-executive directors, two non-executive directors and two executive directors. In compliance with the Company's memorandum of incorporation and Schedule 10 of the JSE Listings Requirements, the directors who will retire at the next annual general meeting (AGM) are Mr PW Davey, Dr MSV Gantsho and Mr BT Nagle. On 10 June, the Company announced the appointment of Dr Mandla Gantsho as its new chairman who will take over from Dr Khotso Mokhele who steps down both as chairman and as a director at the conclusion of the AGM in October 2015. The average length of service of the 13 non-executive directors is 3 years (2014: 4.6), while that of the executive directors is 4.5 years (2014: 3.5).

Interests of directors

The interests of directors in the shares of the Company at 30 June 2015 were as follows and did not individually exceed 1% of the issued share capital or voting control of the Company:

	Direct		Indirect
	2015	2014	2015	2014
Beneficial
Directors	17 800	1 800	—	—
TP Goodlace	7 800	1 800	—	—
ZB Swanepoel	10 000	—	—	—
Senior management	71 995	218 190	—	—

There have been no changes to the directors' shareholding outlined above since the end of the financial year to the date of this report.

Directors' interests

No contracts of significance were entered into in which the directors of the Company were materially interested, during the financial year. No material change in the foregoing interests has taken place between 30 June 2015 and the date of this report.

Directors' remuneration

Directors' remuneration has been disclosed in the annual financial statements (note 37) in line with the Companies Act requirements.

Special resolutions passed

During the year, the following special resolutions were passed by the shareholders:

Acquisition of the Company's shares by the Company or subsidiaries

A renewal of the general authority to acquire up to 5% of the Company's shares subject to the provisions of the JSE Listings Requirements and the Companies Act, provided that the authority does not extend beyond 15 months from the date of the granting of that authority.

Approval of directors' remuneration

Shareholders approved the fees to be paid to the non-executive directors at the annual general meeting held on 22 October 2014, which authority extends for a period of two years from the date of approval.

Administration

Financial, administrative and technical advisers

In terms of a service agreement, Impala acted as financial, administrative and technical advisers to the Group during the year on a fee basis.

Company secretary

Mr TT Llale acted as secretary to Implats and Impala. Impala acted as secretaries to other subsidiaries in the Group. The business and postal addresses of the company secretary are set out on the inside back cover.

United Kingdom secretaries

The business and postal addresses of the United Kingdom secretaries are set out on the inside back cover.

Public officer

Mr SF Naude acted as public officer to companies in the Group for the year under review.