Commentary

Financial review

The summarised consolidated financial results for the year ended 31 December 2023 are presented below.

Rounding of figures may result in minor computational discrepancies of the tablulations.

Merafe's revenue and operating income are primarily generated from the Glencore-Merafe Chrome Venture ("Venture"), which is one of the global market leaders in ferrochrome production, with a total installed capacity of 2.3 million tonnes of ferrochrome per annum. Merafe shares 20.5% of the earnings before interest, taxation, depreciation, and amortisation ("EBITDA") from the Venture. Merafe has one reportable segment, the mining and beneficiation of chrome ore into ferrochrome and associated minerals. As a result, no segment report has been presented.

Merafe's share of the revenue from the Venture, which includes a management fee, increased by 16% from the prior year to R9 244 million (2022: R7 939 million). Despite a 7% decrease in ferrochrome sales volumes to 327kt (2022: 350kt) and a 6% decrease in average net cost, insurance, and freight ("CIF") prices, ferrochrome revenue increased by 1% year-on-year to R6 885 million (2022: R6 795 million), supported by the ZAR:USD exchange rate, which weakened by 13% to R18.45 (2022: R16.37). Chrome ore revenue increased 114% year-on-year to R2 222 million (2022: R1 040 million). Average chrome ore CIF prices increased by 10%, as did sales volumes, which increased by 77% to 470kt (2022: 265kt). The ZAR:USD exchange rate further supported growth in chrome ore revenue. Platinum Group Metals ("PGMs") revenue increased to R133 million (2022: R100 million). Although the average basket price of PGMs decreased by 36% to 1 284 USD/oz (2022: 2 007 USD/oz), higher volumes sold of 6 588 oz (2022: 3 055 oz) as well as a weaker average ZAR:USD exchange rate more than made up for the revenue impact. Higher volumes result from the inclusion of the Eastern PGMs operations which were contributed to the Venture from the agreement signature date.

Operating expenses increased by 20% to R6 971 million (2022: R5 802 million). This increase was influenced by higher chrome ore sales volumes and inflationary pressures, as evidenced by our unit production cost, which increased by 28% year-on-year. Inflationary pressures on our unit production cost came from higher chrome ore prices, increased costs of reductants and high electricity tariffs. A higher fixed costs absorption rate due to production cutbacks further contributed to this increase.

Merafe's portion of the Venture's EBITDA for the year ended 31 December 2023 is R2 358 million (2022: R2 228 million). The EBITDA includes Merafe's attributable share of standing charges of R346 million (2022: R108 million) and a foreign exchange gain of R99 million (2022: R68 million). The R2 million (2022: R1 million) write down of inventory during the year was negligible.

After accounting for corporate costs of R76 million (2022: R65 million), which include a cash-settled share-based payment expense of R11 million (2022: R13 million), Merafe achieved EBITDA of R2 545 million (2022: R2 141 million). Corporate costs include Corporate Social Investment expenses of R2 million (2022: R3 million) and a bonus provision of R11 million (2022: R12 million). The higher corporate costs also include an expensed value added tax apportionment adjustment and higher legal fees. Merafe's EBITDA includes a gain of R250 million relating the acquisition of the Eastern PGMs operation. The SENS announcement published by the Company on 7 September 2023 refers to the contribution of this operation to the Venture. The gain relates to the net asset value of the operation attributable to Merafe on signature date.

Earnings for the year ended 31 December 2023 amounted to R1 753 million (2022: R1 410 million), after taking into account a depreciation charge of R249 million (2022: R219 million), an impairment of a specific asset of Rnil (2022: R0.2 million), net financing income of R38 million (2022: R25 million) and a taxation expense of R600 million (2022: R539 million). An impairment assessment was performed at year end, resulting in no cash-generating unit impairment ("CGU") adjustment for the year. Taxation includes a deferred tax expense of R147 million (2022: R36 million), which arose primarily due to temporary differences in property, plant and equipment as well as those relating to receivables, provisions and accruals. There is no unredeemed capital expenditure balance on 31 December 2023 (2022: Rnil) as taxable profits exceeded capital expenditure. Depreciation increased year-on-year primarily as a result of capital expenditure.

Sustaining capital expenditure increased by 33% to R618 million (2022: R466 million) due to necessary maintenance work and safety projects carried out during the year. Expansionary capital includes R47 million (2022: R15 million) spent on the PGMs processing plants. This year's capital expenditure includes spend on the Eastern PGMs plant.

The unsecured, credit facility of R300 million with Absa remained unutilised at year end. Although R200 million of the facility had been used to pay the 2023 interim dividend, the utilised portion was fully repaid during the year.

At 31 December 2023, Merafe had cash and cash equivalents of R1 656 million (2022: R1 269 million), which comprised cash held by Merafe of R697 million (2022: R617 million) and R959 million (2022: R652 million), being Merafe's share of the cash balance in the Venture. The cash held by the Venture for rehabilitation is not restricted cash but has been set aside to fund future environmental rehabilitation obligations. Merafe's share of this cash is R328 million (2022: R301 million) and is included in its share of the cash in the Venture of R959 million (2022: R652 million) referred to above. The restricted cash of R7 million (2022: R7 million) is not available for general use by the Group and is held in a trust bank account for the rehabilitation of the Kroondal Mine.

Trade and other receivables increased by 78% compared to the previous year, primarily due to higher sales volumes during the last quarter of 2023.

At financial year end, the 81kt (2022: 109kt) of ferrochrome finished goods on hand represented two to three months of sales. The closing inventory value decreased to R1 916 million (2022: R2 373 million). This was due to the inventory drawdown after planned production cutbacks during the three-month winter season with high electricity demand.

Boshoek Mine, which is under care and maintenance, is in the process of being sold conditional upon final regulatory approvals and continues to be classified as an asset held for sale at the reporting date.

The Board has declared a final cash dividend of R550 million (2022: R325 million). This amounts to 22 cents (2022: 13 cents) per share before dividend tax and brings the total dividend for the year to R1 050 million (2022: R625 million).

Safety

Sadly, the Venture had two fatalities during the second half of 2023 and one fatality in the first month of 2024. Our total recordable injury frequency rate improved by 3% to 2.34 (2022: 2.40).

The safety of our employees is our number one priority and we, therefore, remain focused on implementing the SafeWork 2.0 with the aim of continual improvement and the effective implementation of the fatal hazard protocols and safety standards. In addition to these initiatives, a specific focus this financial year was quality assurance and verification activities on our systems and standards. In 2024, a particular emphasis will be placed on contractor management.

Health

COVID-19 cases have reduced significantly over the years. We will continue to monitor these to identify any concerning trends so that necessary controls can be implemented if required.

We remain committed to creating a healthy work environment and will review all our health risk assessments during 2024. Additionally, we will continue to monitor the occupational health of our workforce.

Environmental, Social and Governance

Environmental, Social and Governance ("ESG") compliance remains an important pillar in how we conduct business. Our Health, Safety, Environmental, Community and Human Rights Standards were introduced in 2021 and rolled out in 2022, enabling us to be a responsible producer. All our sites have completed the first line of defence assurance on compliance with the standards. Management plans have been developed to address identified gaps and propel efforts towards continuous improvement. We are a member of the International Council on Mining and Metals ("ICMM"), and we subscribe to the mining principles, comprising ten sustainable development principles and eight position statements that include specific commitments on issues ranging from biodiversity to water management, public reporting on performance and obtaining independent assurance that members meet the ICMM commitments. We have developed catchment context local water targets and biodiversity targets at each site to support our sustainability commitments. The conducted biodiversity footprint assessment provides a solid base from which we will improve our biodiversity performance to achieve the set targets.

The Venture's decarbonisation objectives are aligned with those of Glencore plc Group. Our portfolio profile provides the flexibility to decarbonise our footprint. We aim to achieve a 50% reduction in our total CO2e emissions by 2035 compared to our 2019 Baseline. Some of our strategic elements towards achieving our target include managing our operational footprint and taking advantage of opportunities to reduce our scope three emissions.

Operational review

Merafe's attributable ferrochrome production decreased by 22% from 384kt to 300kt for the year ended 31 December 2023. The reduction in production was mainly due to a planned pull back in production in response to weaker market conditions. During the three-month high electricity demand winter season, a period of elevated electricity tariffs, only Lion smelter operated. Post the winter period the Rustenburg smelter was not brought back to production as weaker market conditions persisted.

In the third quarter of the 2023 financial year, the Venture partners reached an agreement for the PGMs plant, located at the Thorncliffe Mine (Eastern PGMs plant), to be contributed to the Venture. The inclusion of this plant, has contributed to increased PGMs production volumes from 3 170 oz to 6 443 oz.

Total unit cost of ferrochrome production rose by 28%. The increase was mainly due to higher inflation, higher ore market costs, higher reductant costs and higher fixed costs. Fixed costs per unit were impacted by lower volumes produced.

Electricity tariffs increased by 18.65% effective 1 April 2023. The increase approved by the National Energy Regulator of South Africa ("NERSA") for 2024 is 12.74%.

NERSA has approved the application for a Negotiated Pricing Agreement ("NPA") between the Venture and Eskom. The NPA is in the process of being finalised. Once implemented, the NPA should facilitate price and planning predictability for the Venture's smelters.

Market review

Chinese ferrochrome production increased by 14%1 year-on-year, outpacing domestic demand. The introduction of additional low-cost capacity in China has heightened pressure on global alloy conversion spreads, resulting in production cutbacks in other regions worldwide. Ferrochrome demand outside of China experienced a year-on-year decrease as stainless-steel melt rates in the EU and the US reached multi-year lows.

Chrome ore prices remained elevated during 2023, up 24%1 year-on-year, due to persistent logistical constraints out of South Africa and constrained global supply growth.

The average European ferrochrome benchmark price was US cents 1562 per pound in 2023, which represents a decrease of 14.5%2 from the 2022 average price.

1 CRU commodity market analysts
2 Fast Market (Metal Bulletin) – Ferrochrome lumpy Cr charge quarterly, basis 52% Cr (and high carbon), delivered Europe, $c/lb Cr

Outlook

A slowdown will likely follow the resilience that characterised our industry in 2023.

The Venture has laid a foundation that should help us withstand looming headwinds. The NPA aids with pricing certainty and ongoing work on green energy supports not only the reduction of our greenhouse gas emissions but also with some power stability. Continued operational efficiencies assist with managing costs. Our capital expenditure improves safety and efficiencies and lessens risks from mechanical breakdowns. Our team continues to explore the best ways to mitigate the logistics constraints.

With continued economic uncertainty in 2024, we expect commodity prices to come under pressure. Given the unrelenting inflationary pressures, our margins remain at risk of being squeezed in 2024.

The anticipated slowdown in 2024 demands that we remain focused on efficient operations, cash preservation, cost control and efficient capital allocation.

We continue to focus on creating shared value for our stakeholders.

Abiel Mngomezulu

Independent Non-executive Chairperson

Sandton

15 March 2024

Zanele Matlala

Chief Executive Officer