Circular to Amplats Shareholders - Anglo American Platinum

SPECIAL RESOLUTION 3 – SPECIFIC AUTHORITY TO REPURCHASE SUBSCRIPTION SHARES FROM THE TRUST“Resolved that Amplats be and is hereby authorised, by way of specific authority granted in terms ofSection 5.67(B) of the Listings Requirements, to acquire the Repurchase Shares for a purchase considerationper Repurchase Share calculated in accordance with the Subscription and Repurchase Agreement; suchspecific authority being subject to the requirements of Section 5.69 of the Listings Requirements having beenmet in relation to each individual acquisition made by Amplats pursuant to 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, to the extent required by either or both sections 44 and 45 of the Companies Act, theBoard of Directors of the Company may, subject to 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 to time, authorise theCompany to provide direct or indirect financial assistance by way of loan, guarantee, the provision of securityor otherwise, to:(a) any of its present or future subsidiaries and/or any other company or corporation that is or becomes relatedor inter-related to the Company, for any purpose or in connection with any matter, including, but not limitedto, the subscription of any option, or any securities issued or to 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 directors or prescribed officers of the Company and/or another companyrelated or inter-related to the Company (or any person related to any of them or to any trust, company orcorporation related or inter-related to any of them), or to 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 to 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 to endure up to 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 Circular, be and are hereby approved, and resolved further that the Company do all such things as maybe reasonably necessary to implement the Community Development Transaction, including the entry into 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 to the rules of the Anglo American Platinum 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 to the rules of the Anglo American Platinum 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 to the Anglo American Platinum 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 to the Anglo Platinum Limited Bonus Share Plan, tabled at this meeting andinitialled by the chairman for identification purposes are approved.”57