Circular to Amplats Shareholders - Anglo American Platinum

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IMPORTANT DATES AND TIMESThe definitions and interpretation provisions set out on pages 5 to 11 of this Circular apply mutatis mutandisto this section.Record date to be entitled to receive notice of the General MeetingCircular posted to Amplats Shareholders on or aboutLast day to trade Amplats Shares in order to be eligible to vote at the General MeetingRecord date to be entitled to participate in and vote at the General MeetingForms of proxy for the General Meeting are requested to be received by 12:00 onGeneral Meeting to be held at 12:00 onResults of the General Meeting released on SENS onResults of the General Meeting published in the press onSpecial resolutions filed with CIPC onExpected issue and listing date of Subscription Shares on the JSE on2011Wednesday, 09 NovemberMonday, 14 NovemberFriday, 02 DecemberFriday, 09 DecemberMonday, 12 DecemberWednesday, 14 DecemberWednesday, 14 DecemberThursday, 15 DecemberThursday, 15 DecemberThursday, 15 DecemberNotes:1. The abovementioned times and dates are South African times and dates and are subject to change. Any such material change will bereleased on SENS.2. Should the General Meeting be adjourned or postponed, it is requested that, forms of proxy be received by no later than 48 hours(excluding Business Days) prior to the time of the adjourned or postponed General Meeting.4
DEFINITIONS AND INTERPRETATIONSThroughout this Circular and the annexures hereto, unless otherwise stated or the context otherwiseindicates, the words in the first column shall have the meanings stated opposite them in the second column,words in the singular shall include the plural and vice versa, words importing natural persons shall includecorporations and associations of persons and any reference to one gender shall include the other genders:“Anglo American”Anglo American plc (registered number 3564138), a public companywith limited liability duly registered and incorporated under the lawsof England and Wales and whose shares are listed on the London StockExchange, the Namibian Stock Exchange, the Botswana Stock Exchange,the Swiss Stock Exchange and the JSE;“Amplats A Ordinary Shareholders” the holders of Amplats A Ordinary Shares;“Amplats A Ordinary Shares” Amplats A Ordinary Shares with a par value of 10 cents each in the issuedshare capital of Amplats;“Amplats Ordinary Shareholders” the holders of Amplats Ordinary Shares;“Amplats Ordinary Shares” Amplats ordinary shares with a par value of 10 cents each in the issuedshare capital of Amplats;“Amplats” or “the Company” Anglo American Platinum Limited (registration number 1946/022452/06),a public company duly registered and incorporated under the lawsof South Africa and whose shares are listed on the JSE;“Amplats Shareholders”collectively, the holders of Amplats Ordinary Shares and AmplatsA Ordinary Shares, or either of them, where the context so requires;“Amplats Shares”Amplats Ordinary Shares and Amplats A Ordinary Shares;“Announcement Date”the date of release of the detailed terms of the Community DevelopmentTransaction by Amplats on SENS, being 07 November 2011;“Beneficiaries”“Benefits Area”“Board”“Bonus Share Plan”“Business Day”“Certificated Shareholders”“Certificated Shares”“CIPC”“the Circular” or “this Circular”“Closing Date”the development trusts to be established by the Company for the benefitof the residents of the Benefits Area and the LSA NPC;the area located within an approximate 15 kilometre-radius of eachof the Mines;the board of Directors of Amplats;the Anglo Platinum Limited Bonus Share Plan constituted in terms of adeed adopted at a general meeting of Anglo Platinum Limited (as it wasthen known) on 30 March 2009 , as subsequently amended;any day other than a Saturday, Sunday or gazetted national public holidayin South Africa;Amplats Shareholders who hold Certificated Shares;Amplats Shares which have not been Dematerialised in terms of therequirements of Strate, the title to which is represented by a sharecertificate or another physical Document of Title;the Companies and Intellectual Property Commission;this bound document, dated 14 November 2011, containing the circularto Amplats Shareholders and the annexures hereto, a notice of theGeneral Meeting and a form of proxy (green);the date of issue of the Subscription Shares, being the first BusinessDay following the fulfilment or waiver, as the case maybe, of theConditions Precedent, or such later date as Amplats and the Trust mayagree in writing;5
Page 1 and 2: The definitions and interpretations
Page 3 and 4: The definitions and interpretation
Page 5: TABLE OF CONTENTSPageCorporate info
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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