Circular to Amplats Shareholders - Anglo American Platinum

2. Financial assistance to directors, prescribed officers and other participants inemployee incentive schemes2.1 IntroductionBy virtue of the operation of the share incentive schemes in the Group, it may be necessaryfor Amplats to provide financial assistance to directors or prescribed officers of Amplatsand/or another company related or inter-related to Amplats (or any person related to them or to anycompany or corporation related or inter-related to them), or to any other person who is a beneficiaryof or participants in any such incentive schemes, for the purposes of or in connection with thesubscription for options or securities or the purchase of securities of Amplats or another companyrelated or inter-related to Amplats.2.2 RationaleIf an incentive scheme operating in the Group does not fall within the definition of the term “employeeincentive scheme” under the Companies Act and/or does not satisfy the requirements of section 97of the Companies Act, Amplats requires the approval of the Amplats Shareholders by specialresolution, to the extent that it provides financial assistance thereunder.2.3 DetailsAmplats would like to have the ability to provide financial assistance, in accordance with sections 44and 45 of the Companies Act, to any person who qualifies for participation in any incentive schemeoperating in the Group, in the event that such scheme does not qualify for the limited employeeincentive scheme exemptions to sections 44 and 45 of the Companies Act. Should the requisiteshareholder approval not be granted, it could render these schemes incapable of operation, so thatthe means of providing long -term incentives to employees would be adversely impacted.Accordingly, Amplats Shareholders are requested to authorise by way of general authority, theprovision of financial assistance for the purposes of, or in connection with, the subscription foroptions or securities or the purchase of securities, of Amplats or another company related or interrelatedto Amplats, in general terms, to directors or prescribed officers of Amplats and/or anothercompany related or inter-related to the Company (or any person related to any of them or to anycompany or corporation related or inter-related to them), or to any other person who is a beneficiaryof or participates in any of the incentive schemes operating in the Group that does not constitutean employee share scheme, satisfying the requirements of section 97, under the Companies Act,in order to facilitate their participation in any such scheme.This general authority would be valid up to and including the 2012 annual general meeting of Amplats.D. Information relating to the Company1. Salient information on Amplats1.1 Background information on AmplatsAmplats was incorporated in South Africa in 1946 and is the world’s leading primary producerof platinum group metals (PGMs) accounting for approximately 40% of the world’s newly minedplatinum. The Company is listed on the JSE.Amplats’ mining operations were restructured in 2009. The former Rustenburg Section was splitinto the Bathopele, Khomanani, Thembelani, Khuseleka and Siphumelele mines, while the formerAmandelbult Section was split into the Tumela and Dishaba mines. Union Mine, Mogalakwena Mineand Twickenham Mine remained managed operations of the Group.In addition, the Group is also in joint ventures and associations with ARM Mining Consortium Limitedto operate the Modikwa Platinum Mine, the Xstrata Kagiso Platinum Partnership to operate theMototolo Mine, Royal Bafokeng Resources Proprietary Limited over the combined Bafokeng-RasimonePlatinum Mine/Styldrift properties, Eastern Platinum Limited, the Bapo Ba Mogale Mining CompanyLimited, and Mvelaphanda Resources Limited (on behalf of Northam Limited) over the Pandora JointVenture, the Bakgatla-Ba-Kgafela traditional authority at the Union Mine, and Anooraq Resources22