Circular to Amplats Shareholders - Anglo American Platinum

2. DetailsThe Scheme Rules are proposed to be amended, to comply with the provisions of the Listings Requirementsgoverning share incentive schemes, by:(a) changing the individual and total limits of scheme participation, currently expressed as percentagesof Amplats’ issued share capital, to specified maximum numbers of Amplats Ordinary Shares. Forthese purposes, the actual number of Amplats Ordinary Shares were determined taking, as a startingpoint, the relevant percentages of the issued share capital of Amplats, as at the Last PracticableDate. The provisions relating to exclusions to the total scheme limit in respect of the Bonus SharePlan were also simplified in order to clarify a perceived ambiguity therein. As such, the proposedamendments are not intended to result in an increase to the maximum number of Amplats OrdinaryShares available for awarding in terms of the Share Schemes, collectively;(b) adding to the categories of salient features of the Scheme Rules of the Share Option Scheme 2003,Bonus Share Plan and the Long -Term Incentive Plan that would require shareholder approval to beamended; and(c) qualifying that, should shareholder approval be required to the amendment of the Scheme Rules,the ordinary resolution would need to be passed by a 75% majority of the voting rights exercisedin favour of such resolution by all shareholders present or represented by proxy at the GeneralMeeting to approve such resolution.Furthermore, in respect of the Bonus Share Plan, these Scheme Rules provide that the minimum periodthat must expire between the date of grant of bonus shares as forfeitable awards (“Award Date”) and thedate on which scheme participants become entitled to the bonus shares granted as forfeitable awards,free from restrictions (“Release Date”), is a period of three years, subject to certain exceptions.Amplats wishes to make a tranche of awards under the Bonus Share Plan which was approved by theremuneration committee earlier this year (“BSP Award”). Implementation of the BSP Award have howeverbeen delayed as the Amplats remuneration committee believed it would be prudent to obtain legal advice toidentify the approvals that would be required in order to implement the Bonus Share Plan under the CompaniesAct, which came into effect on 1 May 2011, and to ensure that any statutorily prescribed approvals are putin place prior to the implementation of the BSP Award . Although the Amplats remuneration committeehas elected to delay the making of the BSP Award subject to the requisite shareholders’ approval firstbeing obtained, it does not wish such delay to impact upon the incentives it intends to convey through themaking of the BSP Award . The Board is therefore proposing that the Release Date in respect of the relevantbonus shares that will be the subject of the BSP Award, be accelerated, so as to reduce the usual three -year period, taking into account the period of delay. The Board is proposing that such discretion shouldalso be capable of being exercised in future should changes in legislation or regulation impact upon theimplementation of awards approved under the Bonus Share Plan. Accordingly, Amplats Shareholders arerequested to consider the amendment of the Scheme Rules of the Bonus Share Plan in order to confer thediscretion upon the Amplats remuneration committee to accelerate the Release Date, thereby shorteningthe period of three years.The Board will be effecting certain typographical and other minor amendments, that do not requireAmplats Shareholder approval and are as such within its powers of amendment, to the Scheme Rulessimultaneously with the amendments to the Scheme Rules requiring Amplats Shareholder approval.The salient features of the proposed amendments to the Scheme Rules, as requiring AmplatsShareholder approval, are contained in Annexure 3 to this Circular. The complete Scheme Rules willbe tabled at the General Meeting and are available for inspection at the registered office of the Company(Share Administration Schemes department) prior to the General Meeting.Although, in terms of the Scheme Rules, shareholder approval by ordinary resolution is required beforeamendments may be effected thereto, the Directors considered it prudent to seek the approval of AmplatsShareholders by an ordinary resolution passed by a 75% majority, in respect of ordinary resolutions 2 to 5set out in the notice of General Meeting, in light of the fact that the Share Schemes are intended to be madesubject to JSE regulation.20