Circular to Amplats Shareholders - Anglo American Platinum

Shareholders in general meeting present in person or by proxy, excluding any parties and theirassociates participating in the specific issue.The repurchase contemplated in the Subscription and Repurchase Agreement and described fullyin Annexure 4 to this Circular constitutes a specific repurchase of shares in terms of the ListingsRequirements. Such repurchase requires the approval of a special resolution by a 75% majority voteof Amplats Shareholders in general meeting present in person or by proxy.The cash advance by Amplats or its nominee to enable the Trust, as described in paragraph 3.1.2above, to subscribe for the Subscription Shares constitutes the giving of financial assistance byAmplats to the Trust. The approval required in this regard is set out in paragraph 4 below.3.9 Administration expenses3.9.1 The costs incurred by the Trust for the operation of the Trust shall be borne by the Trust outof the Dividends paid to the Trust. Until such time as the Trust receives a Dividend, RPM shalldonate a maximum amount of R 5 million in respect thereof.3.9.2 The Trust shall appoint an administrator to administer the affairs of the Trust.3.10 Appointment of Trustees3.10.1 During the Foundation Period, the Trust will have a maximum of five Trustees who willbe appointed as follows:3.10.1.1 Two Trustees appointed by Amplats; and3.10.1.2 Three Independent Trustees appointed by Amplats.It should be noted that the above formulation was arrived at as a result of, inter alia, theacceleration of the implementation of the Community Development Transaction and beingmindful of the need to ensure that in so far as possible the Trust should be administeredby Independent Trustees. Consequently, although the Independent Trustees are initiallyappointed by Amplats, strict qualifications intended to ensure their independence have beenincluded in the Trust Deed. For instance, a person will not qualify as an independent trusteeif such person is, inter alia, a Related or Inter-Related Person (as defined in the CompaniesAct) of, amongst others, the Trust, any company forming part of the Anglo American Group orthe Beneficiaries or if such person is a shareholder, member, employee, officer or directorof any of the aforementioned entities or is not free from any relationship, business or other,which could be seen to materially interfere with the individual’s capacity to act independently.3.10.2 During the Consolidation Period, the Trust will have eight Trustees who will be appointedas follows:3.10.2.1 Five Trustees, being one appointee from each of the Beneficiaries independentlyof the Company;3.10.2.2 Two Trustees appointed by Amplats; and3.10.2.3 One Independent Trustee appointed by a simple majority of the Beneficiaries’appointed Trustees and the Amplats appointed Trustees.3.10.3 During the Operational Period, the Trust will have seven Trustees who will be appointedas follows:3.10.3.1 Five Trustees, being one appointee from each of the Beneficiaries independentlyof the Company;3.10.3.2 One Trustee appointed by Amplats; and3.10.3.3 One Independent Trustee appointed by a simple majority of the Beneficiaries’appointed Trustees and the Amplats appointed Trustees.16