Circular to Amplats Shareholders - Anglo American Platinum

PLATINUMANGLO AMERICAN PLATINUM LIMITED(formerly Anglo Platinum Limited)(Incorporated in the Republic of South Africa)Registration number 1946/022452/06Share code: AMS ISIN: ZAE000013181(“Amplats” or the “Company”)NOTICE OF GENERAL MEETING OF AMPLATS SHAREHOLDERSThe definitions and interpretations commencing on page 5 of the Circular to which this Notice of GeneralMeeting of Amplats Shareholders is attached apply, mutatis mutandis, to this Notice of General Meeting.Notice is hereby given to the Amplats Shareholders as at the record date of 9 November 2011 that a GeneralMeeting of Shareholders of the Company will be held in the Auditorium, 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 to be participated in and votedat by Amplats Shareholders as at the record date of 9 December 2011.The special resolutions will be required to be passed by the Amplats Shareholders holding Amplats Sharesrepresenting at least 75% of the voting rights exercisable by the Amplats Shareholders, present in person orby proxy and voting at the General Meeting. Ordinary resolution 1 will be required to be passed by the AmplatsShareholders holding Amplats Shares representing at least 50% of the voting rights exercisable by the AmplatsShareholders, 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 to 5 will be required to be passedby the Amplats Shareholders holding Amplats Shares representing at least 75% of the voting rights exercisableby the Amplats Shareholders, present in person or by proxy and voting at the General Meeting, as, once theamendments to the Scheme Rules are affected, the relevant Share Schemes will be regulated by the JSE, whichrequires that amendments to 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 to thepassing of each of the other of them.SPECIAL RESOLUTION 1 – SPECIFIC AUTHORITY TO PROVIDE FINANCIAL ASSISTANCE TO THE TRUST“Resolved that, to the extent required by sections 44 and 45 of the Companies Act, the board of Directorsof the Company may, subject to 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 to time, authorise the Companyto provide financial assistance to the Trust (being a person related to the Company as contemplatedin section 2 of the Companies Act) for the purpose of enabling the Trust to subscribe for the SubscriptionShares as contemplated in the Circular.”SPECIAL RESOLUTION 2 – ISSUE OF SUBSCRIPTION SHARES TO THE TRUST“Resolved that, to the extent required by section 41 of the Companies Act , the issue of Subscription Shares tothe Trust, being a person related to the Company as contemplated in section 2 of the Companies Act, on theterms and conditions set out in the Circular, be and is hereby approved.”56