Entire Annual Report - Anglo American Platinum

4. SPECIAL RESOLUTION NO. 2 –General authority to permit the Companyand/or any of its subsidiaries to acquire sharesof the CompanyRESOLVE: That, subject to the passing andregistration of special resolution No. 1 to be proposedat the Annual General Meeting at which this specialresolution is proposed as special resolution No. 2,the Company from time to time be and is herebyauthorised, by way of a general authority, to acquireordinary shares of 10 (ten) cents each (“ordinaryshares”) issued by the Company in terms of section85 of the Companies Act No. 61 of 1973 as amended,and in terms of the Listings Requirements from timeto time of the JSE Securities Exchange South Africa(“the Listings Requirements”), it being recorded thatsuch Listings Requirements currently require, inter alia,that the Company may make a general repurchase ofsecurities only if:(1) any such repurchase of ordinary shares shall beimplemented on the open market of the JSESecurities Exchange South Africa (JSE) or anyother stock exchange on which the shares arelisted and on which the Company may wish toimplement any repurchase or ordinary shareswith the approval of the JSE and any other suchstock exchange, as necessary.(2) this general authority shall only be valid untilthe Company’s next annual general meeting,provided that it shall not extend beyond fifteenmonths from the date of passing of this specialresolution No. 2;(3) the repurchase of the ordinary shares may notbe made at a price greater than 10% (ten percent) above the weighted average of the marketvalue of such ordinary shares for the 5 (five)business days immediately preceding the dateof the transaction;(4) when the Company has cumulatively repurchased3% (three per cent) of the number of ordinaryshares in issue on the date of passing of thisspecial resolution No. 2, and for each 3% thereofin aggregate, acquired thereafter, an announcementmust be published as soon as possible and notlater than 08:30 on the business day followingthe day on which the relevant threshold isreached or exceeded, and the announcementmust comply with the Listings Requirements.(5) any general repurchase by the Company ofthe Company’s ordinary shares in issue shallnot in aggregate, in any one financial year,exceed 20% (twenty per cent) of the Company’sissued ordinary share capital.The reason for special resolution No. 2 is to obtaina general approval in terms of the Companies ActNo. 61 of 1973, as amended from time to time, andthe Listings Requirements of the JSE SecuritiesExchange South Africa to grant the Companyauthority to repurchase ordinary shares in theCompany which general approval shall only bevalid until the next Annual General Meeting ofthe Company provided that the general authorityshall not extend beyond 15 months from the dateof passing of the special resolution. The effect ofspecial resolution No. 2 will be to allow theCompany to repurchase its own ordinary shares.The Board has decided in view of the fact that theGroup has accumulated large cash reserves whichare likely to grow despite the extensive expansionprogramme and the capital expenditure associatedtherewith, that it may be opportune from time totime to repurchase shares in accordance with theListings Requirements of the JSE. As at the dateof this Notice, the Board has not made a formaldecision to repurchase ordinary shares in the capitalof the Company. However, the Board believes it tobe in the best interest of shareholders that a specialresolution be passed granting the Company ageneral authority to acquire its own shares.The Company’s Board has considered the impactof a repurchase of up to a maximum of 10% of theCompany’s issued ordinary share capital under a189