PLATINUMANGLO AMERICAN PLATINUM LIMITED(formerly <strong>Anglo</strong> <strong>Platinum</strong> Limited)(Incorporated in the Republic of South Africa)Registration number 1946/022452/06Share code: AMS ISIN: ZAE000013181(“<strong>Amplats</strong>” or the “Company”)NOTICE OF GENERAL MEETING OF AMPLATS SHAREHOLDERSThe definitions and interpretations commencing on page 5 of the <strong>Circular</strong> <strong>to</strong> which this Notice of GeneralMeeting of <strong>Amplats</strong> <strong>Shareholders</strong> is attached apply, mutatis mutandis, <strong>to</strong> this Notice of General Meeting.Notice is hereby given <strong>to</strong> the <strong>Amplats</strong> <strong>Shareholders</strong> as at the record date of 9 November 2011 that a GeneralMeeting of <strong>Shareholders</strong> of the Company will be held in the Audi<strong>to</strong>rium, 18 Floor, 55 Marshall Street,Johannesburg, 2001 on Wednesday, 14 December 2011 at 12:00, for the purpose of considering and, if deemedfit, passing, with or without modification, the special and ordinary resolutions set out below in a manner requiredby the Companies Act, as read with the Listings Requirements, which meeting is <strong>to</strong> be participated in and votedat by <strong>Amplats</strong> <strong>Shareholders</strong> as at the record date of 9 December 2011.The special resolutions will be required <strong>to</strong> be passed by the <strong>Amplats</strong> <strong>Shareholders</strong> holding <strong>Amplats</strong> Sharesrepresenting at least 75% of the voting rights exercisable by the <strong>Amplats</strong> <strong>Shareholders</strong>, present in person orby proxy and voting at the General Meeting. Ordinary resolution 1 will be required <strong>to</strong> be passed by the <strong>Amplats</strong><strong>Shareholders</strong> holding <strong>Amplats</strong> Shares representing at least 50% of the voting rights exercisable by the <strong>Amplats</strong><strong>Shareholders</strong>, present in person or by proxy and voting at the General Meeting. Whilst the Scheme Rules onlyrequire Shareholder approval by ordinary resolution, ordinary resolutions 2 <strong>to</strong> 5 will be required <strong>to</strong> be passedby the <strong>Amplats</strong> <strong>Shareholders</strong> holding <strong>Amplats</strong> Shares representing at least 75% of the voting rights exercisableby the <strong>Amplats</strong> <strong>Shareholders</strong>, present in person or by proxy and voting at the General Meeting, as, once theamendments <strong>to</strong> the Scheme Rules are affected, the relevant Share Schemes will be regulated by the JSE, whichrequires that amendments <strong>to</strong> certain salient features of regulated share incentive schemes be approved byordinary resolution carried by a 75% majority.Each of special resolutions 1, 2 and 3 and ordinary resolution 1 are inter-related and, accordingly, subject <strong>to</strong> thepassing of each of the other of them.SPECIAL RESOLUTION 1 – SPECIFIC AUTHORITY TO PROVIDE FINANCIAL ASSISTANCE TO THE TRUST“Resolved that, <strong>to</strong> the extent required by sections 44 and 45 of the Companies Act, the board of Direc<strong>to</strong>rsof the Company may, subject <strong>to</strong> compliance with the requirements of the Company’s Memorandum ofIncorporation (formerly its Memorandum and Articles of Association), the Companies Act and the ListingsRequirements, each as presently constituted and as amended from time <strong>to</strong> time, authorise the Company<strong>to</strong> provide financial assistance <strong>to</strong> the Trust (being a person related <strong>to</strong> the Company as contemplatedin section 2 of the Companies Act) for the purpose of enabling the Trust <strong>to</strong> subscribe for the SubscriptionShares as contemplated in the <strong>Circular</strong>.”SPECIAL RESOLUTION 2 – ISSUE OF SUBSCRIPTION SHARES TO THE TRUST“Resolved that, <strong>to</strong> the extent required by section 41 of the Companies Act , the issue of Subscription Shares <strong>to</strong>the Trust, being a person related <strong>to</strong> the Company as contemplated in section 2 of the Companies Act, on theterms and conditions set out in the <strong>Circular</strong>, be and is hereby approved.”56
SPECIAL RESOLUTION 3 – SPECIFIC AUTHORITY TO REPURCHASE SUBSCRIPTION SHARES FROM THE TRUST“Resolved that <strong>Amplats</strong> be and is hereby authorised, by way of specific authority granted in terms ofSection 5.67(B) of the Listings Requirements, <strong>to</strong> acquire the Repurchase Shares for a purchase considerationper Repurchase Share calculated in accordance with the Subscription and Repurchase Agreement; suchspecific authority being subject <strong>to</strong> the requirements of Section 5.69 of the Listings Requirements having beenmet in relation <strong>to</strong> each individual acquisition made by <strong>Amplats</strong> pursuant <strong>to</strong> this special resolution 3. The specificauthority granted in terms of this special resolution 3 shall be valid until such time as it is amended or revokedby another special resolution.”SPECIAL RESOLUTION 4 – GENERAL AUTHORITY TO PROVIDE FINANCIAL ASSISTANCE TO RELATED ORINTER-RELATED PARTIES“Resolved that, <strong>to</strong> the extent required by either or both sections 44 and 45 of the Companies Act, theBoard of Direc<strong>to</strong>rs of the Company may, subject <strong>to</strong> compliance with the requirements of the Company’sMemorandum of Incorporation (formerly its Memorandum and Articles of Association), the Companies Act andthe Listings Requirements, each as presently constituted and as amended from time <strong>to</strong> time, authorise theCompany <strong>to</strong> provide direct or indirect financial assistance by way of loan, guarantee, the provision of securityor otherwise, <strong>to</strong>:(a) any of its present or future subsidiaries and/or any other company or corporation that is or becomes relatedor inter-related <strong>to</strong> the Company, for any purpose or in connection with any matter, including, but not limited<strong>to</strong>, the subscription of any option, or any securities issued or <strong>to</strong> be issued by the Company or a related orinter-related company, or for the purchase of any securities of the Company or a related or inter-relatedcompany; and/or(b) any of the present or future direc<strong>to</strong>rs or prescribed officers of the Company and/or another companyrelated or inter-related <strong>to</strong> the Company (or any person related <strong>to</strong> any of them or <strong>to</strong> any trust, company orcorporation related or inter-related <strong>to</strong> any of them), or <strong>to</strong> any other person who is a participant in any ofthe share or other employee incentive schemes operating in the Group, for the purpose of, or in connectionwith, the subscription of any option, or any securities, issued or <strong>to</strong> be issued by the Company or a relatedor inter-related company, or for the purchase of any securities of the Company or a related or inter-relatedcompany, where such financial assistance is provided in terms of any such scheme that does not fall withinthe definition of the term “employee share scheme” under the Companies Act or satisfy the requirementsof section 97 of the Companies Act;such authority <strong>to</strong> endure up <strong>to</strong> and including the 2012 annual general meeting of the Company.”ORDINARY RESOLUTION 1 – APPROVAL OF THE COMMUNITY DEVELOPMENT TRANSACTION“Resolved that the terms and conditions of the Community Development Transaction, as contemplatedin the <strong>Circular</strong>, be and are hereby approved, and resolved further that the Company do all such things as maybe reasonably necessary <strong>to</strong> implement the Community Development Transaction, including the entry in<strong>to</strong> andperformance of its obligations under a subscription and repurchase agreement with the Trust.”ORDINARY RESOLUTION 2 – AMENDMENT TO SHARE OPTION SCHEME“Resolved that the amendments <strong>to</strong> the rules of the <strong>Anglo</strong> <strong>American</strong> <strong>Platinum</strong> Corporation Limited Share OptionScheme, tabled at this meeting and initialled by the chairman for identification purposes are approved.”ORDINARY RESOLUTION 3 – AMENDMENT TO LONG -TERM INCENTIVE PLAN“Resolved that the amendments <strong>to</strong> the rules of the <strong>Anglo</strong> <strong>American</strong> <strong>Platinum</strong> Corporation Limited Long -Term Incentive Plan 2003, tabled at this meeting and initialled by the chairman for identification purposesare approved.”ORDINARY RESOLUTION 4 – AMENDMENT TO SHARE OPTION SCHEME 2003“Resolved that the amendments <strong>to</strong> the <strong>Anglo</strong> <strong>American</strong> <strong>Platinum</strong> Corporation Limited Share Option Scheme2003, tabled at this meeting and initialled by the chairman for identification purposes are approved.”ORDINARY RESOLUTION 5 – AMENDMENT TO BONUS SHARE PLAN“Resolved that the amendments <strong>to</strong> the <strong>Anglo</strong> <strong>Platinum</strong> Limited Bonus Share Plan, tabled at this meeting andinitialled by the chairman for identification purposes are approved.”57