Circular to Amplats Shareholders - Anglo American Platinum

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1.2.2 Unless you advise your CSDP or broker, in accordance with the terms of the agreementconcluded between you and your CSDP or broker, that you wish to attend the General Meetingand have been provided with a letter of representation from them or instructed them to sendtheir proxy to represent you at the General Meeting, your CSDP or broker may assume that youdo not wish to attend the General Meeting and act in accordance with the agreement betweenyou and your CSDP or broker.2. If you are a Certificated Shareholder or a Dematerialised Shareholder with “ownname” registration2.1 Voting, attendance and representation at the General Meeting2.1.1 You may attend the General Meeting in person and may speak at and vote at the General Meeting.2. 1.2 Alternatively, you may appoint a proxy to represent you at the General Meeting by completingthe attached form of proxy (green) in accordance with the instructions contained therein andreturning it to the Transfer Secretaries (being Computershare Investor Services ProprietaryLimited). It is requested that forms of proxy be received by the Transfer Secretaries no laterthan 12:00 on Monday, 12 December 2011.2.1.3 Certificated Shareholders are encouraged to complete the form of proxy (green) attachedto this Circular if they do not intend to attend the General Meeting in person.2.1.4 Where there are joint holders of Amplats Shares, any one of such persons may voteat the General Meeting in respect of such Amplats Shares as if they are solely entitled thereto,but if more than one of such joint holders are present or represented at the General Meeting,the person whose name stands first in Amplats’ share Register in respect of such AmplatsShares or their proxy, as the case may be, shall alone be entitled to vote in respect of suchAmplats Shares.If you wish to dematerialise your Amplats Shares, please contact your CSDP or broker.This Circular is only available in English. Copies may be obtained from the registered office of the Company, and the offices of the merchantbank and sponsor and the Transfer Secretaries, whose addresses are set out in the “Corporate information” section of this Circular.2
TABLE OF CONTENTSPageCorporate informationInside front coverAction required by Amplats Shareholders 1Important dates and times 4Definitions and interpretations 5Circular to Amplats Shareholders 12A. Community Development Transaction 121. Introduction 122. Rationale 133. Details relating to the Community Development Transaction 134. Specific authority to provide financial assistance to the Trust 195. Conditions precedent 19B. Amendments to the Scheme Rules 191. Introduction 192. Details 20C. Financial assistance to related or inter-related entities and directors, prescribedofficers and other participants in employee incentive schemes 211. Financial assistance to related or inter-related, companies and corporations 212. Financial assistance to directors, prescribed officers and other participants in employeeincentive schemes 22D. Information relating to the Company 221. Salient information on Amplats 222. Other Information 28Annexure 1 Unaudited pro forma financial information relating to theCommunity Development Transaction 30Annexure 2 Independent Reporting Accountants’ report on the unaudited pro forma financial effects 34Annexure 3 Salient features of amendments to Scheme Rules requiring shareholder approval 36Annexure 4 Salient features of NVF structure and repurchase 38Annexure 5 NVF structure and repurchase mechanism working example 43Annexure 6 Information on the Directors of Amplats 45Annexure 7 Price history of ordinary shares on the JSE 50Annexure 8 Corporate Governance 52Notice of General Meeting of Amplats Shareholders 56Form of proxy (green) for the General MeetingAttached3
Page 1 and 2: The definitions and interpretations
Page 3: The definitions and interpretation
Page 7 and 8: DEFINITIONS AND INTERPRETATIONSThro
Page 9 and 10: “Final Period”“Final Period E
Page 11 and 12: “NVF Period”“NVF Rate”“Op
Page 14: PLATINUMANGLO AMERICAN PLATINUM LIM
Page 18 and 19: Shareholders in general meeting pre
Page 20 and 21: 3.15 Pro forma financial effectsThe
Page 22 and 23: 2. DetailsThe Scheme Rules are prop
Page 24 and 25: 2. Financial assistance to director
Page 26 and 27: 1.4 Share capitalThe table below sh
Page 28 and 29: 1.6 Details relating to Directors1.
Page 30 and 31: 1.6.4 Directors’ interests in tra
Page 32 and 33: Annexure 1UNAUDITED PRO FORMA FINAN
Page 34 and 35: Unaudited pro forma Consolidated St
Page 36 and 37: Annexure 2INDEPENDENT REPORTING ACC
Page 38 and 39: Annexure 3SALIENT FEATURES OF AMEND
Page 40 and 41: Annexure 4SALIENT FEATURES OF NVF S
Page 42 and 43: 1.5 The First Period Repurchase wil
Page 44 and 45: 4.2 The number of Repurchase Shares
Page 46 and 47: Description Formula input Rand Work
Page 48 and 49: ALBERTINAH KEKANA (38) (South Afric
Page 50 and 51: BRIEF RESUME FOR EACH OF THE AMPLAT
Page 52 and 53: Annexure 7PRICE HISTORY OF ORDINARY
Page 54 and 55:
Annexure 8CORPORATE GOVERNANCEPRINC
Page 56 and 57:
RoleMembersExecutive Recommends pol
Page 58 and 59:
PLATINUMANGLO AMERICAN PLATINUM LIM
Page 60 and 61:
VOTING AND PROXIESCertificated Shar
Page 63 and 64:
PLATINUMANGLO AMERICAN PLATINUM LIM
Page 66:
64PRINTED BY INCE (PTY) LTD W2CF 13
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Circular to Amplats Shareholders - Anglo American Platinum

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