Circular to Amplats Shareholders - Anglo American Platinum

The definitions and interpretation provisions set out on pages 5 to 11 of this Circular shall applymutatis mutandis to this section.ACTION REQUIRED BY AMPLATS SHAREHOLDERSIF YOU ARE IN ANY DOUBT AS TO WHAT ACTION TO TAKE, PLEASE CONTACT YOUR BANKER, BROKER,CSDP, ATTORNEY, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER IMMEDIATELY.IF YOU HAVE DISPOSED OF ALL OF YOUR AMPLATS SHARES, THIS CIRCULAR SHOULD BE HANDEDTO THE PURCHASER OF SUCH SHARES OR TO THE BROKER, CSDP, BANKER OR OTHER AGENT THROUGHWHOM THE DISPOSAL WAS EFFECTED.A General Meeting of Amplats Shareholders will be held at 12:00, at the registered office of the Company,18th Floor, 55 Marshall Street, Johannesburg on Wednesday, 14 December 2011 to consider and, if deemedfit, pass, with or without modification, the special and ordinary resolutions required to: (i) implement theCommunity Development Transaction as detailed in this Circular; (ii) approve, in specific terms, the provisionof financial assistance by the Company in terms of sections 44 and 45 of the Companies Act to the Trust forthe purpose of or in connection with the subscription for the Subscription Shares as part of the CommunityDevelopment Transaction; (iii) approve, by way of a general authority, the provision of financial assistance by theCompany in terms of sections 44 and 45 of the Companies Act to: (a) subsidiaries and other related and interrelated,companies and corporations; and (b) directors, prescribed officers and other participants in employeeincentive schemes operating in the Group, for the purposes of, or in connection with, the subscription of anyoption, or any securities, issued or to be issued by Amplats or a company related or inter-related to Amplats, orfor the purchase of any securities of Amplats or a company related or inter-related to Amplats and (iv) approveamendments to: (a) the Scheme Rules to accord with the applicable regulations of the JSE, including to changethe manner in which the limits on share allocations is expressed, so as to express such limits, as a number, asopposed to a percentage, in order that Amplats Ordinary Shares held as Treasury Shares may be used to effectdelivery in settlement of awards under the Share Schemes and (b) the Bonus Share Plan, to confer upon theAmplats remuneration committee, a discretion to accelerate the date on which a scheme participant becomesentitled to bonus shares awarded as a forfeitable award, free from any restrictions, in terms of the rules of theBonus Share Plan, where legislative or regulatory changes delay the implementation of awards approved by theremuneration committee.A notice convening the General Meeting and a form of proxy (green) in respect of the General Meeting areattached to and form part of this Circular.1. If you are a Dematerialised Shareholder, other than with “own name” registration1.1 Voting at the General Meeting1.1.1 Your CSDP or broker should contact you in the manner stipulated in the agreement concludedbetween you and your CSDP or broker to ascertain how you wish to cast your votes at theGeneral Meeting and thereafter to cast your votes in accordance with your instructions.1.1.2 If you have not been contacted by your CSDP or broker, you should contact your CSDPor broker and furnish it with your voting instructions.1.1.3 If your CSDP or broker does not obtain voting instructions from you, it will be obliged to votein accordance with the provisions contained in the agreement concluded between you andyour CSDP or broker.1.1.4 You must NOT complete the attached form of proxy (green).1.2 Attendance and representation at the General Meeting1.2.1 If you wish to attend the General Meeting, you must advise your CSDP or broker in accordancewith the agreement concluded between you and your CSDP or broker, and your CSDP or brokerwill issue the necessary letter of representation to you to attend the General Meeting.1