Entire Annual Report - Anglo American Platinum

Notice to membersAnnual General MeetingThe Annual General Meeting of members of AngloAmerican Platinum Corporation Limited will be held inthe Auditorium, ground floor, 28 Harrison Street,Johannesburg, on Friday, 25 May 2001, at 14:30 for thefollowing purposes:Ordinary business1. To receive and consider the Group annual financialstatements for the year ended 31 December 2000.2. To elect Directors in place of those retiring in termsof the Articles of Association:(a) Mr L Boyd(b) Dr J W Campbell(c) Mr B E Davison(d) Mr J A Dreyer(e) Mr M W King(f) Mr W A Nairn(g) Mr G R Pardoe(h) Mr R H H van KerckhovenSpecial business3. SPECIAL RESOLUTION NO. 1 –Amendment of Articles of AssociationRESOLVE: That the Articles of Association of theCompany be and they are hereby amended as follows:(1) The words “Reduction of Capital” are deletedfrom the heading to article 41, and the words“Acquisition of Own Shares” are substitutedtherefor;(2) Sub-article 41(f) is hereby deleted and thefollowing substituted as a new sub-article 41(f):“approve the acquisition of shares or debentures issuedby the Company or, if the Company is a subsidiary, by itsholding company;”(3) The following article is inserted as a new article 142:“Payments to Members142. Notwithstanding the provisions of the precedingarticles, insofar as they relate to payment ofdividends or distributions to members, theCompany may from time to time, subject tothe provisions of the Statutes, make paymentsto members.”(4) The following is inserted as a new article 143:“Share Premium Account and Capital RedemptionReserve Fund143. The Company may from time to time, subject toany requirements which may be imposed by theStatutes, by ordinary resolution authorise thedirectors to distribute all or any part of the amountfor the time being standing to the credit of or dealwith, in any way recommended by the Directorsor authorised by the Statutes, any share premiumaccount or capital redemption reserve fund of theCompany, save that the provisions of this articleshall not apply in respect of any action properlytaken by the Company in terms of Sections 76(3)or 98(4) of the Act.”(5) Articles 12, 14, 15, 16, 20 and 22 be and are herebyamended by the insertion of the followingwording at the beginning of each of the Articles:“Save as is provided in terms of section 91A ofthe Act,”The reason for sub-items (1) – (4) of special resolutionNo. 1 is that it is desired to amend the Articles ofAssociation of the Company in line with recentamendments to the Act, in relation to the acquisitionby the Company of its own shares, reduction ofcapital and payments to shareholders. The reason forsub-item (5) of special resolution No. 1 is that it isdesired to amend the Articles of Association of theCompany in line with recent amendments to the Act,in relation to the implementation of the new electronicsettlement system and custody system by the JSESecurities Exchange South Africa. The effect of specialresolution No. 1 is to amend the Company’s Articlesof Association to allow the Company to:● repurchase shares issued by the Company;● reduce its share capital, share premium, reservesand/or any capital redemption reserve fund;● make payments to shareholders;● transfer to the STRATE system of electronic settlementwhen required to do so by the JSE SecuritiesExchange South Africa.188