Circular to Amplats Shareholders - Anglo American Platinum

C. Financial assistance to related or inter-related entities and Directors, prescribedofficers and other participants in employee incentive schemes1. Financial assistance to related or inter-related, companies and corporations1.1 IntroductionWhen the need previously arose, Amplats provided loans to, and guarantees for loans or otherobligations of, its subsidiaries, and was not precluded from doing so in terms of its Memorandumof Incorporation or in terms of the Companies Act (61 of 1973), as amended.The provision of financial assistance avoids the costs of obtaining financing from a bank or otherfinancial institution.1.2 RationaleNotwithstanding the title of section 45 of the Companies Act, being “Loans or Other FinancialAssistance to Directors”, on a proper interpretation, the body of the section may also apply to financialassistance provided by a company to related or inter-related persons (including related and interrelated,companies and corporations).The Board deems it prudent that Amplats should take a cautious approach by complying with therequirements of section 45 of the Companies Act in respect of intra -group financial assistance.It may occasionally be necessary for Amplats to provide financial assistance to its subsidiaries andother related or inter-related companies and corporations for the purpose of, or in connection with,the subscription for options or securities, or for the purchase of securities, of Amplats or anothercompany related or inter-related to Amplats, so that section 44 of the Companies Act would needto be complied with.1.3 DetailsIt is often necessary or desirable for Amplats to provide financial assistance to its subsidiaries andother related or inter-related companies and corporations.However, both sections 44 and 45 of the Companies Act provide, inter alia, that financial assistancemay be provided only if it is pursuant to a special resolution of the shareholders, of the Companyadopted within the previous two years, which approved such assistance either for the specificrecipient, or generally for a category of potential recipients in which the specific recipient falls, unlessthe provision of financial assistance is pursuant to an employee share scheme (as this term is definedin the Companies Act) that satisfies the requirements of section 97 of the Companies Act.Amplats would like to have the ability to provide financial assistance to its subsidiaries and otherrelated or inter-related, companies and corporations, if necessary, in accordance with sections 44and 45 of the Companies Act. In the circumstances and in order to, amongst others, ensure thatthe Company’s subsidiaries and other related and inter-related, companies and corporations haveaccess to financing (as opposed to third party financing) and/or financial backing from Amplats(so as to procure third party financing on more favourable terms), it is necessary to obtain a specialresolution of the Amplats Shareholders. The approval referred to in this paragraph is sought as ageneral authority so as to obviate the need, and avoid associated cost, to refer each instance of theprovision of financial assistance, in the circumstances contemplated in this paragraph, for shareholderapproval. This would avoid undue delays and attendant adverse financial impact on subsidiaries, orrelated or inter-related, companies and corporations, as it would facilitate the expeditious conclusionof business by them.This general authority would be valid up to and including the 2012 annual general meeting of Amplats.21