Circular to Amplats Shareholders - Anglo American Platinum

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1.6.4 Directors’ interests in transactionsNo Director has any beneficial interest, directly or indirectly, in any transactions (including theCommunity Development Transaction) effected by Amplats during the current or immediatelypreceding financial year. No Director has any interest in transactions effected by Amplatsduring an earlier financial year which remain in any respect outstanding or unperformed.2. Other information2.1 Material changesThere has been no material change in the financial or trading position of Amplats and itssubsidiaries since the issue of the interim results for the six months ended 30 June 2011 and the dateof this Circular.2.2 Exchange ControlNo Exchange Control approval is required in relation to the issue of the Subscription Shares to theTrust as the Beneficiaries will be registered in South Africa.2.3 LitigationThe Directors of Amplats are not aware of any legal or arbitration proceedings, pendingor threatened, that may have or have had a material effect on the financial position of the Group in thetwelve months preceding the date of this Circular.2.4 Corporate governanceAmplats maintains sound corporate governance as a core business principle.The Board considers that the Company and its subsidiaries fully comply with principles of the Codeof Corporate Practices and Conduct contained in the King lll Report.The Company has a unitary Board comprising two executive and eleven non-executive Directorsas defined by the King lll and the roles of Chief Executive Officer and Chairman are separate.While the Chairman is a non-executive director, she is not considered to be independent as detailedin Annexure 8. Seven non-executive Directors are independent.Further details relating to Corporate Governance can be found in Annexure 8.2.5 Directors’ responsibility statementThe Directors, whose names appear in paragraph 1.6.1 on page 26 of this Circular, collectivelyand individually, accept full responsibility for the accuracy of the information given in this Circularand certify that, to the best of their knowledge and belief, there are no other facts, the omissionof which would make any statement in this Circular false or misleading, and all reasonableenquiries to ascertain such facts have been made and that this Circular contains all informationrequired by the Listings Requirements.2.6 ConsentsThe merchant bank and sponsor, the legal and tax advisers (Community Development Transaction),the community engagement advisers, the legal advisers (Companies Act and Share Schemes) andthe Transfer Secretaries have all provided their written consent to their names being published in thisCircular and have not withdrawn their consent prior to the publication of this Circular. The ReportingAccountants have provided their written consent to their names and reports being included in thisCircular in the form and context in which they appear and have not withdrawn their consent priorto the publication of this Circular.2.7 Documents available for inspectionCopies of the following documents will be available for inspection during normal business hours(Saturdays, Sundays and public holidays excluded) at the registered office of Amplats from14 November 2011 to 14 December 2011 :28
• the Memorand um of Incorporation of Amplats ;• a signed copy of this Circular;• the Trust Deed dated 31 October 2011;• the Subscription and Repurchase Agreement dated 4 November 2011;• the First Pledge and Cession Agreement dated 4 November 2011;• the Second Pledge and Cession Agreement dated 4 November 2011;• the complete Scheme Rules;• the audited annual financial statements of Amplats for each of the three financial years ended31 December 2008, 31 December 2009 and 31 December 2010;• the reviewed interim financial statements of Amplats for each of the three interim reportingperiods ended 30 June 2009, 30 June 2010 and 30 June 2011;• summaries of any service agreements entered into with Directors for the financial year 2011;• the report of the Reporting Accountants on the pro forma financial effects; and• the consent letters from the merchant bank and sponsor, the attorneys, tax advis ers and theReporting Accountants.By order of the BoardBongani NqwababaExecutive Finance Director14 November 2011Registered office55 Marshall StreetJohannesburg, 2001(PO Box 62179, Marshalltown, 2107)29
Page 1 and 2: The definitions and interpretations
Page 3 and 4: The definitions and interpretation
Page 5 and 6: TABLE OF CONTENTSPageCorporate info
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 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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