Circular to Amplats Shareholders - Anglo American Platinum

4. Specific authority to provide financial assistance to the TrustThe facilitation by Amplats of the NVF mechanism, including the donation of the Subscription Price byAmplats, to enable the Trust to subscribe for the Subscription Shares constitutes the giving of financialassistance by Amplats to the Trust. In terms of section 44 of the Companies Act, the Board may notauthorise the giving of such financial assistance unless the particular provision of the financial assistanceis pursuant to a special resolution of shareholders adopted within the previous two years, which approvedthe giving of such financial assistance either for a specific recipient or generally for a category of potentialrecipients and the specific recipient falls within that category.In terms of section 45 of the Companies Act, the Board may not authorise Amplats to provide director indirect financial assistance to, among other things, a person (including a trust) related to Amplatsunless, among other things, the particular provision of the financial assistance is pursuant to a specialresolution of shareholders adopted within the previous two years, which approved the giving of such financialassistance either for a specific recipient or generally for a category of potential recipients and the specificrecipient falls within that category. Given that for the Foundation Period, Amplats is entitled to appointall the trustees of the Trust, and therefore controls the Trust as contemplated in section (2)(c) of theCompanies Act, the Trust is related to Amplats, as contemplated in section 2(1)(c)(i) of the Companies Act.Amplats Shareholders are requested to consider the special resolution relating to the giving of financialassistance to the Trust contained in the Notice of General Meeting which forms part of this Circular and, ifdeemed fit, to pass it, with or without modification, by way of a special resolution. The minimum percentageof voting rights that is required for this special resolution to be adopted is 75% (seventy-five percent)of voting rights to be cast on such resolution.5. Conditions precedentThe implementation of the Community Development Transaction is subject to the fulfilment of the followingsuspensive conditions, namely:• the approval of the following resolutions by the required majority of votes at the General Meeting:– a specific authority to issue Subscription Shares;– a specific authority to repurchase Subscription Shares in the future; and– approval for the giving of financial assistance to the Trust for the subscription for the SubscriptionShares.B. Amendments to the Scheme Rules1. IntroductionThe relevant members of the Group who employ participants in the Share Schemes, have settlementobligations to participants under the Share Schemes that they are required to discharge in terms of theScheme Rules. The Scheme Rules provide that the Company may not issue new Amplats Ordinary Sharesand, accordingly, previously issued Amplats Ordinary Shares must be delivered to the scheme participants.Instead of having to comply with the more onerous repurchase requirements under the Companies Actthat took effect earlier this year, as read with the Listings Requirements, in respect of each repurchaseof Amplats Ordinary Shares required to facilitate settlement at a particular time, the Board deems itmore feasible that Treasury Shares be used to effect delivery of Amplats Ordinary Shares to participantsin the Share Schemes in settlement of their awards. The use of Treasury Shares has the added advantagethat Amplats Ordinary Shares could be repurchased at favourable prices, instead of shares havingto be repurchased at the prices prevailing when settlement of delivery obligations has to occur. As the useof Treasury Shares in the implementation of share incentive schemes is regulated by the JSE, the SchemeRules require amendment to accord with the applicable provisions of the Listings Requirements.Furthermore, where the Amplats remuneration committee approves awards under the Bonus Share Plan,but the implementation thereof is delayed pursuant to legislative or regulatory changes, the Directorspropose that a discretion to accelerate the date on which a scheme participant becomes entitled to bonusshares, free from restrictions, be conferred upon the remuneration committee.19