Circular to Amplats Shareholders - Anglo American Platinum

In terms of the Share Option Scheme, the aggregate number of options in issue in terms thereof, when addedto the total number of options arising out of the incentive scheme that had terminated concurrently with theadoption thereof and any other incentive scheme of the Company, excluding any broad -based employee shareplan, may not exceed, if they were to be exercised, 5% of the Company’s ordinary share capital from time to time.It is proposed that the limit on the total number of Amplats Ordinary Shares to be calculated as aforesaid,be changed to 13 169 576 Amplats Ordinary Shares. It is proposed that the individual limit of options that maybe held by a scheme participant at any time, being options (including those arising from the incentive schemethat had terminated concurrently with the adoption of the Share Option Scheme) which, if exercised, wouldamount to Amplats Ordinary Shares exceeding 0,125% of the Company’s then issued share capital, be changedto options that would amount to a maximum limit of 329 239 Amplats Ordinary Shares.(See Rules 3.1 and 3.2 of the Share Option Scheme.)The Company also wishes to amend the Scheme Rules, by requiring shareholder approval, as contemplatedby paragraph 14.1 of Schedule 14 of the Listings Requirements, being an ordinary resolution of shareholderspassed by a 75% majority of the voting rights exercised in favour of such resolution by all shareholders presentor represented by proxy in general meeting to approve such resolution, to effect certain changes to the salientfeatures thereof.FURTHER AMENDMENTS TO THE RULES OF THE BONUS SHARE PLANGranting the Company’s remuneration committee the discretion to accelerate the release date of awardsunder the Bonus Share Plan in certain circumstancesThe Bonus Share Plan provides that, subject to certain exceptions, a minimum period of three years mustexpire between the date on which bonus shares are granted to participants under the Bonus Share Plan andthe date on which such participants are entitled to such bonus shares, free from restrictions (“Release Date”).The Board proposes that the Scheme Rules of the Bonus Share Plan be amended by the insertion of a provisionto the effect that, if the grant of any bonus awards to any employee is approved by the Amplats remunerationcommittee, but the implementation thereof is delayed as a result of any new requirement, or amendmentto any existing requirement, being imposed by a statute, order, regulation or directive (whether precedingthe grant of the bonus awards or thereafter), the remuneration committee shall, at its discretion, be entitledto accelerate the Release Date to a date determined by the remuneration committee, taking into account theperiod of the delay.37