Circular to Amplats Shareholders - Anglo American Platinum

“Listings Requirements”“Long-Term Incentive Plan”“Market Value”“Memorandum of Incorporation”or “MOI”“Mines”“Mogalakwena Mine”“NAV”“NVF”“NVF Balance”the listings requirements of the JSE, as amended;the Anglo American Platinum Corporation Limited Long -Term IncentivePlan 2003 constituted in terms of a deed adopted at a general meetingof Anglo American Platinum Corporation Limited (as it was then known)on 30 March 2004, as subsequently amended;in respect of the Amplats Ordinary Shares means:(i) for the purposes of determining the Discounted Value per share,the 30-day VWAP as at the date which is two Trading Days immediatelypreceding the Announcement Date;(ii) for the purposes of determining the number of Repurchase Sharesto be purchased by the Company at each Trigger Date (or uponacceleration), the intra-day VWAP as at the relevant Trigger Date;(iii) for the purposes of applying the formula for determining whethera Trigger Date has occurred in a Period, the intra-day VWAP as atthe relevant Trading Day of the Period; and(iv) for the purpose of determining the number of Repurchase Sharesto be purchased by the Company at the End Date, the 90 -day VWAPas at the End Date ,provided that if at any time such calculation is not able to be performeddue to the Amplats Ordinary Shares not being listed or being suspendedfrom listing at any time during the relevant Period, the Market Value shallbe determined by the Reporting Accountants or an independent financialinstitution or advisory firm with an office in South Africa nominated forthis purpose by the Company, in each case acting as experts and notas arbitrators;Amplats’ memorandum of incorporation (comprising its memorandumand articles of association existing as at 30 April 2011, until replacedby a new memorandum of incorporation);Mogalakwena Mine, Dishaba/Tumela Mine, Twickenham Mine andRustenburg Mine;the platinum group metal exploration and mining operations which,as at the Closing Date, are known as “Mogalakwena Mine”, wholly ownedby RPM;net asset value;notional vendor financing mechanism provided by the Company to theTrust in connection with the Community Development Transaction, whichmechanism provides Amplats with the right to repurchase a formuladetermined number of Subscription Shares, at the Repurchase Priceper share;means the full extent of the NVF as at the Closing Date, calculatedas the difference between:(i) the Discounted Value per share; and(ii) the Subscription Price,multiplied by the number of Subscription Shares issued and allottedto the Trust at the Closing Date, which amount will be escalated by theNVF Rate over the NVF Period, provided that:(i) should the Company pay any Dividends the NVF Balance shallbe reduced by the Waived Dividend amount;(ii) should the Company acquire any Repurchase Shares, the NVFBalance shall be reduced by an amount equal to the numberof Repurchase Shares acquired by Amplats multiplied by the MarketValue of an Amplats Ordinary Share, at the relevant date of therepurchase;8