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– will receive their preference shares in certificated form. Holders of certificated shares will only be able totrade their preference shares on the JSE through the STRATE system once they have beendematerialised.SHAREHOLDERS OUTSIDE OF RSAThe letters of allocation and the preference shares have not been and will not be registered under theSecurities Act or with any securities regulatory authority of any state or jurisdiction of the United States, and,subject to certain exceptions, may not be offered or sold in the United States. In addition, letters of allocationand the new preference shares may not be offered in Canada, Australia or the Republic of Ireland. Outsidethe United States, letters of allocation and preference shares are being offered and sold in accordance withRegulation S under the Securities Act.This circular does not constitute an offer of, or the solicitation of an offer to subscribe for or buy, anyletters of allocation or preference shares to any person in any jurisdiction to whom or in which suchoffer or solicitation is unlawful.The distribution of this circular in certain jurisdictions may be restricted by law. Persons into whosepossession this circular comes should inform themselves about and observe any such restriction. Any failureto comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Thiscircular should not be forwarded to or transmitted in or into the United States, Canada, Australia or theRepublic of Ireland. The offer and sale of letters of allocation and preference shares and the distribution ofthis circular are subject also to the restrictions set out in paragraph 4.13.The letters of allocation and preference shares are not being offered, transferred, sold or delivered in or intothe United Kingdom by this circular or any other document, except to persons whose ordinary activitiesinvolve them in acquiring, holding, managing or disposing of investments (as principal or agent) for thepurposes of their business or otherwise in circumstances which have not resulted and will not result in anyoffer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations1995 of the United Kingdom.It is only intended that investment professionals (within the Financial Services and Markets Act 2000(Financial Promotion Order) 2001) and any other persons who may lawfully participate in the rights offer, doso. No other person should seek to participate in the rights offer or rely on this circular. Persons distributingthis document must satisfy themselves that it is lawful to do so.Accordingly, no offer of the right to subscribe for new preference shares is being made under this circularto qualifying shareholders with registered addresses in the United Kingdom unless such person satisfies theCompany that he or she satisfies such requirements. Persons located in the United Kingdom that satisfysuch requirements will be able to exercise their rights under the rights offer provided that any such person,by subscribing for all or some of their rights and entitlements to new preference shares, will be deemed torepresent, warrant, agree and confirm that such person is:(a) a person whose ordinary activities involves acquiring, holding, managing or disposing of investments(as principal or agent) for the purpose of the person’s business or otherwise in circumstances whichhave not resulted and will not result in any offer to the public in the United Kingdom within the meaningof the Public Offers of Securities Regulations 1995 of the United Kingdom; and(b) an investment professional (within the Financial Services and Markets Act 2000 (Financial PromotionOrder) 2001) or any other person who may lawfully participate in the rights offer.Persons lawfully entitled to participate in the rights offer must contact the UK transfer secretaries in order toarrange for receipt of the form of instruction.Neither the letters of allocation nor the preference shares nor this document have been approved,disapproved or otherwise recommended by any United States federal or state securities commission or anynon-United States securities commission or regulatory authority nor have such authorities confirmed theaccuracy or determined the adequacy of this circular. Any representation to the contrary is a criminal offencein the United States.Until 40 days after the commencement of the rights offer, an offer or sale of letters of allocation or thepreference shares within the United States by a dealer (whether or not participating in the rights offer) mayviolate the registration requirements of the Securities Act.3

TRANSFER SECRETARIES’ ADDRESSES:Hand deliveries in South Africa to:Postal deliveries in South Africa to:Anglo American Platinum Corporation LimitedAnglo American Platinum Corporation Limitedc/o Computershare Limitedc/o Computershare LimitedGround Floor PO Box 6105170 Marshall Street MarshalltownJohannesburg 21072001Hand and postal deliveries in the United Kingdom to:Anglo American Platinum Corporation Limitedc/o Capita RegistrarsThe Registry34 Beckenham RoadBeckenhamKent, BR3 4TU4

DEFINITIONSIn this circular, unless otherwise stated or the context so requires, the words in the first column have themeanings stated opposite them in the second column, words in the singular shall include the plural andvice versa, words denoting one gender include the others and expressions denoting natural persons includejuristic persons and associations of persons:“4E”“the Act”“AACSA”“ACP”“aggregate issue price”“ASAC”“applicable procedures”“Articles”“BRPM”“business day”“Canada”“this circular” or “this document”“the Common Monetary Area”“the Company”“conversion price”“CSDP”“dematerialised”the four elements consisting of platinum, palladium, rhodium and gold;the Companies Act, 1973 (Act 61 of 1973), as amended;Anglo American Corporation of South Africa Limited (Registrationnumber 1917/005309/06), a public company incorporated in the RSA;Anglo Platinum Converting Process;the number of preference shares subscribed for multiplied by the issueprice;Anglo South Africa Capital (Proprietary) Limited (Registration number1999/002391/07), an indirectly held wholly-owned subsidiary of AACSA;the rules, operating procedures and listing requirements for the timebeing of STRATE, CSDPs, brokers and the JSE, as the case may be;the Articles of Association of the Company;Bafokeng-Rasimone Platinum Mine;any day other than a Saturday, Sunday or official public holiday inthe RSA;Canada and any province or territory thereof;this circular to shareholders, dated 10 May 2004, and the appendiceshereto and, where applicable, the form of instruction;the RSA, the Republic of Namibia and the Kingdoms of Lesotho andSwaziland;Anglo American Platinum Corporation Limited (Registration number1946/022452/06), a public company incorporated in the RSA whoseordinary shares are listed on the JSE;the four-day volume weighted average price per ordinary share aspublished by, or derived from, the JSE, up to and including the businessday prior to Friday, 21 May 2004, which is the last day to trade the lettersof allocation on the JSE, plus a 30% premium thereof. The conversionprice is subject to adjustment as set out in Appendix 2;Central Securities Depository Participant, registered in terms of theCustody and Administration of Securities Act (Act 85 of 1992), asamended;the process by which securities held by certificated security holders areconverted to or held in electronic form as uncertificated securities andrecorded in a sub-register of security holders maintained by a CSDP;5

“dividend reinvestmentprogramme”“Exchange Control Regulations”“form of instruction”“the Group”“holders of certificated shares”“holders of dematerialisedshares”“issue price”“JSE”“last practicable date”“letters of allocation”the Company’s dividend reinvestment programme in terms of whichshareholders were granted an election to use the proceeds of the cashdividend announced on 16 February 2004 to subscribe for new ordinaryshares in Anglo Platinum, as set out in the circular to shareholders postedon 16 February 2004;the Exchange Control Regulations of the RSA, issued under the Currencyand Exchanges Act (Act 9 of 1933), as amended;the enclosed form of instruction in respect of a letter of allocationreflecting the entitlement of holders of certificated shares and CSDPspursuant to the rights offer and on which such holders and CSDPs mustindicate to the transfer secretaries whether they wish to take-up or sell orrenounce all or part of their rights and/or apply for excess preferenceshares;the Company and its subsidiaries;shareholders who have not dematerialised their share certificates interms of the STRATE system;shareholders who have dematerialised their shares in terms of theSTRATE system;the price at which the Company will allot and issue the preferenceshares, being R100 per preference share;the JSE Securities Exchange South Africa;2 April 2004, being the last practicable date prior to the finalisation of thiscircular;the 40 000 000 renounceable (nil paid) letters of allocation issued by theCompany in electronic form pursuant to the rights offer, which may betraded on the JSE under the code “AMSN” and ISIN ZAE000054458 andwhich are also referred to in this circular, in respect of holders ofcertificated shares, as forms of instruction;“LPM” Lebowa Platinum Mines Limited (Registration number 1963/006144/06),a public company registered in the RSA;“Merensky reef” or “MR”“ordinary shares”“own name registration”“PGMs”“Platreef”“PMR”an ore body in the Bushveld sequence, which contains economic gradesof PGMs;the issued ordinary par value shares of 10 cents each in the share capitalof the Company;the process by which shareholders have dematerialised their shares witha CSDP or broker in terms of the Custody and Administration of SecuritiesAct (Act 85 of 1992), as amended, and the shares are held in the nameof the shareholder;platinum group metals;the ore body mined at PPL;Precious Metals Refinery;“PPL” Potgietersrust Platinums Limited (Registration number 1925/008353/06),a public company registered in the RSA;6

“preference shares”“prime rate”“Rand”“record date”“record date for the rights offer”“Registrar”“Regulation S”“right” or “entitlement”“rights offer”“rights and privileges”“rights participant”40 000 000 convertible perpetual cumulative preference par value sharesof one cent each to be issued in terms of the rights offer at an issue priceof R100 per preference share which will be listed on the JSE, and whichmay be traded under the code “AMSP” and ISIN ZAE000054474, therights and privileges of which are set out in Appendices 1 and 2 to thiscircular;the publicly quoted basic rate of interest (expressed as a nominal annualcompounded monthly in arrear rate) levied by Standard Bank from timeto time on unsecured overdraft, determined by an authorised signatory ofStandard Bank, whose appointment and authority need not be proved;the lawful currency of South Africa, being South African Rand, or anysuccessor currency;the date on which a shareholder must be recorded in the register of theCompany in order to participate in the relevant corporate action;Friday, 7 May 2004, that is the date on which shareholders must bereflected in the Company’s register in order to participate in the rightsoffer;the Registrar of Companies in the RSA;Regulation S under the Securities Act;the entitlement to preference shares pursuant to the rights offer;the renounceable rights offer to shareholders by the Company ofpreference shares in the ratio of 18.4249 preference shares for every100 ordinary shares held at the close of business on the record date forthe rights offer, at an issue price of R100 per preference share;the rights and privileges of the preference shares as set out inAppendices 1 and 2 to this circular, which appendices must be read inconjunction with each other;a shareholder or renouncee entitled to participate in the rights offer;“RPM” Rustenburg Platinum Mines Limited (Registration number 1931/003380/06),a public company incorporated in the RSA;“RSA” or “South Africa”“Securities Act”“SENS”“shareholder”“Standard Bank”“STC”“STRATE”Republic of South Africa;the United States Securities Act of 1933, as amended;the Securities Exchange News Service operated by the JSE;any holder of ordinary shares;The Standard Bank of South Africa Limited (Registration number1962/000738/06), a bank incorporated in the RSA;Secondary Tax on Companies;STRATE Limited (Registration number 1998/022242/06), a registeredcentral securities depository in terms of the Custody and Administrationof Securities Act (Act 85 of 1992), as amended;7

“STRATE system”a clearing and settlement environment for security transactions to besettled and transfer of ownership to be recorded electronically, managedby STRATE;“transfer secretaries” orComputershare Limited (Registration number 2000/006082/06), Ground“Computershare Limited” Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051,Marshalltown, 2107);“UK transfer secretaries” or“Capita Registrars”“UG2 reef”“underwriters”“underwriting agreement”“UK”“United States” or “US”Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent,BR3 4TU;a chromite ore body in the Bushveld sequence, which contains economicgrades of PGMs;ASAC and Standard Bank;the agreement between the Company and the underwriters, dated 5 April2004 in terms of which the underwriters have agreed to subscribe orprocure subscriptions for the preference shares which are not taken uppursuant to the rights offer, further details of which are set out inparagraph 5 of this circular;United Kingdom; andthe United States of America, its territories and possessions and theDistrict of Columbia.8

SALIENT FEATURESThis summary contains the salient features of the rights offer detailed in this circular, which should be readin its entirety for a full appreciation hereof.INTRODUCTIONAs initially announced on SENS and in the press on Thursday, 15 April 2004 and Friday, 16 April 2004,respectively, the Company is proceeding with the rights offer in order to raise R4 000 000 000 (beforeexpenses). The purpose of this circular is to furnish shareholders with relevant information concerning therights offer and the implications thereof in accordance with the Listings Requirements of the JSE and theprovisions of the Act.The JSE has approved the listing of the letters of allocation from 09:00 on Monday, 3 May 2004 to the closeof business on Friday, 21 May 2004, the suspension of the listing of the letters of allocation from 09:00 (SouthAfrican time) on Monday, 24 May 2004 and the listing of the preference shares from 09:00 (South Africantime) on Monday, 24 May 2004.Shareholders recorded in the register on the record date for the rights offer will receive rights to subscribefor preference shares in terms of the rights offer in the ratio of 18.4249 preference shares for every100 ordinary shares held, for subscription at R100 per preference share.PURPOSE OF THE RIGHTS OFFERAnglo Platinum is engaged in an expansion programme to produce 2.9 million ounces of refined platinum in2006 and thereby participate in the global growth in demand for platinum. The purpose of the rights offer isto strengthen the balance sheet of Anglo Platinum. This will ensure an appropriate combination of debt andequity and that further debt can be raised in a cost effective manner. This further funding will be used tofinance replacement and expansion projects and will be employed appropriately in order to match thecapital expenditure profile of the Company.THE RIGHTS OFFERPreference shares offered 40 000 000Ratio of entitlement18.4249 preference sharesper 100 ordinary shares heldIssue price per preference shareR100Amount to be raised (before expenses) R4 000 000 000Number of preference shares to be issued and listed on the JSEafter the rights offer 40 000 000SALIENT TERMS OF THE PREFERENCE SHARESComprehensive rights and privileges of the preference shares are set out in Appendices 1 and 2 to thiscircular. Appendix 1 contains the special resolutions to amend the Articles of Anglo Platinum, which wereapproved by shareholders in general meeting on Tuesday, 30 March 2004. Appendix 2 contains a directors’resolution, which describes the rights and privileges of the preference shares in more detail. The salientfeatures of the preference shares, as per these resolutions, are set out below. Appendices 1 and 2 shouldbe read in conjunction with each other.9

Issuer:Description:Anglo American Platinum Corporation Limited.Convertible perpetual cumulative preference shares with a par value of one centeach.Issue Date: Monday, 31 May 2004.Listing Date: Monday, 24 May 2004.Final Conversion Date:Issue Price:Preference Dividend:Dividend Payment Dates:Dividend Periods:The fifth anniversary of the issue date.R100 each.If declared, six-monthly, calculated in arrears.The payment of dividends will take place in accordance with the applicableprocedures enforced from time to time by the JSE and STRATE. At presenttherefore the dividend payment date shall be each of the business daysimmediately following the relevant preference dividend record dates. Thepreference dividend record dates shall be the first Friday, on or after 31 May and30 November of each year, or such earlier date as may be possible inaccordance with the Listings Requirements of the JSE. The first preferencedividend record date shall be no later than 3 December 2004.The six-monthly periods prior to 31 May and 30 November of each year, beingthe dividend dates.Dividend Rate: 6.38% per annum for each dividend period from 31 May 2004 to 31 May 2009.72.5% of the prime rate per annum for each dividend period from 31 May 2009in perpetuity unless called by the Company.Ranking:Conversion:Conversion Price:The preference shares shall confer the right, on a winding-up of the Company,to the repayment, out of the surplus assets of the Company, of the capital andany premium paid-up thereon, together with payment of all declared but unpaidpreference dividends calculated to the date of repayment of capital, in priorityto the ordinary shares of the Company and any other class of shares of theCompany not ranking in priority to or pari passu with the preference shares butshall have no further right to participate in the surplus assets of the Company.At the election of the holder, the preferences shares are convertible into ordinaryshares at any time, subject to any restrictions as set out in Appendices 1 and 2,for a five-year period from 31 May 2004 to the day prior to the final conversiondate. The number of ordinary shares received upon conversion will bedetermined in accordance with the following formula:Number of ordinary shares to be received =number of preference shares held x (R100/the conversion price).An example of a conversion table is set out in Appendix 3 to this circular. Theconversion price is subject to adjustment in the circumstances described inAppendix 2 to this circular. The resultant entitlement will be rounded up ordown, as appropriate, in order to ensure that only whole numbers of ordinaryshares and no fractions of shares are issued.Shareholders wishing to convert their preference shares into ordinary sharesmust do so in batches of 1 000 preference shares, or must convert their entireholding if they hold less than 1 000 preference shares.Ordinary shares issued on conversion will be fully paid and will rank pari passuin all respects with the fully paid ordinary shares in issue on the conversion date.The four-day volume weighted average price per ordinary share as publishedby, or derived from, the JSE, up to and including the business day prior toFriday, 21 May 2004, which is the last day to trade the letters of allocation on theJSE, plus a 30% premium thereof. The conversion price is subject to adjustmentas set out in Appendix 2 to this circular.10

Conversion Date:Preference shareholders are required to give notice of the chosen conversiondate, which date (i) must be a date after the issue date, but before the finalconversion date; (ii) is not less than 12 (twelve) business days nor more than60 (sixty) calendar days after the date of receipt of the conversion notice by theCompany; and (iii) must be a business day, provided that the conversion dateshall not be within the period on or after the finalisation date of any corporateaction affecting the ordinary shares, up to and including the record date of suchcorporate action.Company’s Call Option and The preference shares are callable by the Company (to the extent thatAdditional Call Option: conversion has not taken place), at the option of the Company on the fifthanniversary of the issue date, or on every dividend date (semi-annually)thereafter. Such call option may be exercised by the Company either through aredemption or acquisition of a holder’s preference shares in whole or in part. Theproceeds payable by the Company shall be no less than the aggregate of theissue price, declared but unpaid dividends and all cumulative preferencedividends not yet declared and will be calculated up to and including the dayon which the call option is exercised.Perpetual:Voting Rights:Change in Tax Clause:ISIN:Share Code:Should the holder elect not to convert his preference shares and should theCompany not call all the issued but unconverted preference shares, suchremaining preference shares shall continue to exist as preference shares inperpetuity.Holders of the preference shares will not be entitled to vote unless anydividends declared or amounts due to such holders remain in arrear and unpaidafter seven days from the due date thereof or a resolution of the Company isproposed which affects the rights attaching to the preference shares or theinterests of the holders including, but not limited to, a resolution for the windingupof the Company or reduction of capital or share premium.If there is a change to the Income Tax Act, 1962 (“Income Tax Act”) prior to thefinal conversion date that results in preference dividends declared beingtaxable in the hands of the holders but a deductible expense in the hands of theCompany, then the Company shall increase the preference dividend in questionin accordance with the following formula:AD = ––––––1 – Twhere:D = the increased preference dividend;A = the preference dividend prior to any increase;T = the rate of income tax applicable to companies expressed as apercentage.If there is a change to the Income Tax Act after the final conversion date thatresults in preference dividends declared after the final conversion date beingtaxable in the hands of the holders, then in respect of the period commencingon the first dividend date after the introduction of such change and thereafter,the Company shall increase the preference dividend in question in accordancewith the formula above.No changes to the amount of the dividend shall be made as a result of anychanges to the rate of Secondary Tax on Companies, which may be applicableto the Company from time to time.ZAE000054474.AMSP.11

UNDERWRITING OF THE RIGHTS OFFERThe underwriting agreement became irrevocable at 16:30 on Wednesday, 21 April 2004. In terms of theunderwriting agreement, ASAC and Standard Bank have agreed to subscribe equally for the preferenceshares that are not taken up pursuant to the rights offer. The commission payable for such underwriting is1.0% of the aggregate issue price of the preference shares, which are not taken up pursuant to theirrevocable undertaking referred to below. Anglo Platinum will pay all other expenses of or incidental to therights offer, including VAT or other duties on the underwriting commission, and any reasonable fees andexpenses properly incurred by the underwriters in connection with the rights offer. The underwritingagreement provides that the underwriting commission will not be paid until such time as the underwritershave met the underwriting commitments.IRREVOCABLE UNDERTAKING IN TERMS OF THE RIGHTS OFFERThe Company has received an irrevocable undertaking from ASAC to subscribe for or procure subscriptionsfor all the preference shares to which ASAC is entitled as a shareholder in the Company on the record date.A commitment fee of 1.5% of the aggregate issue price of the preference shares subscribed for by ASAC ispayable by the Company to ASAC in respect of this irrevocable undertaking. This irrevocable undertakingrelates to approximately 74.2% of the issued ordinary shares of Anglo Platinum.COPIES OF THIS CIRCULARCopies of this circular, in English, may be obtained from:– the registered office of the Company;– the Company’s professional advisers, whose addresses are set out on the inside front cover of thiscircular; and– all other broking members of the JSE.12

SALIENT DATES AND TIMESLast day to trade (LDT) in ordinary shares for the rights offer in order to settle bythe record date and to qualify to participate in the rights offer (cum rights) onOrdinary shares commence trading ex-rights on the JSE at 09:00 onListing of and trading in the letters of allocation commences at 09:00 onRecord date for purposes of determining the shareholders entitled toparticipate in the rights offer at the close of business onRights offer opens at 09:00 onHolders of dematerialised shares will have their safe custody accounts at theirCSDP or broker automatically credited with their letters of allocation onHolders of certificated shares will have their letters of allocation credited to anelectronic register at the transfer secretaries onCircular and form of instruction posted to applicable shareholders onLast day to trade (LDT) in letters of allocation in order to settle by record dateand participate in the rights offer at the close of business onDetermination and announcement of the conversion price on SENS at 12:00 onListing of letters of allocation suspended at 09:00 onListing of preference shares on the JSE at 09:00 onRights offer closes at 14:30 and payment to be made and form of instructionlodged by holders of certificated shares by that time on (see note 2)Record date for letters of allocation onResults of rights offer announced on SENS onPreference share certificates in terms of the rights offer posted to holders ofcertificated shares onRefund cheques, if applicable, posted to holders of certificated shares in respectof unsuccessful excess applications on or aboutCSDP/Broker accounts credited with preference shares and debited with anypayments due in respect of holders of dematerialised shares onResults of rights offer published in the press on or about2004Friday, 30 AprilMonday, 3 MayMonday, 3 MayFriday, 7 MayMonday, 10 MayMonday, 10 MayMonday, 10 MayMonday, 10 MayFriday, 21 MayFriday, 21 MayMonday, 24 MayMonday, 24 MayFriday, 28 MayFriday, 28 MayMonday, 31 MayMonday, 31 MayMonday, 31 MayMonday, 31 MayTuesday, 1 JuneNotes:1. The above dates and times are subject to change. Any such change will be announced in the press andon SENS. All times referred to in this circular are local times in the RSA.2. Holders of dematerialised shares are required to notify their duly appointed CSDP or broker of theiracceptance of the rights offer in the manner and by the time stipulated in the agreement governing therelationship between the shareholder and his CSDP or broker.3. Share certificates may not be dematerialised or rematerialised between Monday, 3 May 2004 and Friday,7 May 2004, both days inclusive.4. CSDPs effect payment in respect of holders of dematerialised shares on a delivery versus paymentmethod.13

Anglo American Platinum Corporation Limited(Incorporated in the Republic of South Africa)(Registration number 1946/022452/06)Share code: AMS ISIN: ZAE000013181DirectorsB E Davison (Chairman)*R Havenstein (Chief Executive Officer)T A Wixley (Deputy Chairman)*L Boyd*C B Brayshaw*D T G EmmettB A Khumalo*M W King*R G MillsW A Nairn*T H Nyasulu*A M ThebyaneA J Trahar*R H H van Kerckhoven#A I Wood†P L Zim**Non-executive#Belgium†United KingdomCIRCULAR TO SHAREHOLDERS1. INTRODUCTIONAs initially announced on SENS and in the press on 15 April 2004 and 16 April 2004, respectively, theCompany is proceeding with a rights offer in order to raise R4 000 000 000 (before expenses). Thepurpose of this circular is to furnish shareholders with relevant information concerning the rights offerand the implications thereof in accordance with the Listings Requirements of the JSE and the provisionsof the Act.The enclosed form of instruction contains details of the rights to which holders of certificated shares areentitled, as well as the procedures for acceptance or sale or renunciation of all or part of those rights.Holders of dematerialised shares will be advised of the rights to which they are entitled as well as theprocedure for acceptance or sale or renunciation of all or part of those rights by their CSDP or broker interms of the agreement entered into between the shareholder and his CSDP or broker, as the casemay be.Shareholders recorded in the register on the record date for the rights offer will receive rights tosubscribe for preference shares in terms of the rights offer on the basis of 18.4249 preference sharesfor every 100 ordinary shares held, at an issue price of R100 per preference share. Shareholders’entitlements will be rounded up or down as appropriate and only whole numbers of preference shareswill be issued.14

2. STRATEGY AND PURPOSE OF THE RIGHTS OFFER2.1 StrategyAnglo Platinum’s strategy is to:– grow the market for PGMs;– expand production in order to cater for the increased demand; and– optimise value in current operations.2.2 Growing the market for PGMsPlatinum is the most well known PGM with the widest range of applications. The focus on platinumhas increased yearly due to its unique properties, rarity, beauty and value, making it increasinglysought after in jewellery. More importantly, however, is platinum’s role in the drive to protect theenvironment and combat global warming. Platinum, whose use in autocatalysts has significantlyreduced harmful exhaust emissions, is also instrumental in science as the potential of the hydrogeneconomy, powered by fuel cells, is contemplated.South Africa is host to the largest known platinum mineralisation in the world, with 73% of the globalplatinum resource at more than 1.1 billion ounces. South Africa produced 73% of the world’s totalmined platinum in 2003, of which Anglo Platinum produced approximately 50%. Anglo Platinum isthe largest primary producer of platinum, due to its significant resource base.Having grown the market, Anglo Platinum is able to utilise its significant resource base, therebyproviding stability to the long-term growth profile of the industry. By moving operations down thecost curve, Anglo Platinum will be better placed to protect the competitive position of its existingand new operations during periods of price fluctuation. At 31 December 2003, Anglo Platinumreported reserves of 158.1 million ounces of 4E (platinum, palladium, rhodium and gold) and anadditional 746.4 million ounces of resources (4E).In 2003, the two main sectors of demand for platinum were autocatalysts and jewellery, at 38% and37% of total demand, respectively. Platinum demand for autocatalysts continues to benefit frommore onerous vehicle emissions legislation and the demand for further reductions in air pollutionand greenhouse gases. In addition, there is significant growth in the production of light-duty dieselbasedautocatalysts and initial growth in the production of catalysts for heavy-duty diesel vehicles.As diesel-powered vehicles currently only use platinum-based autocatalysts, the growingpopularity of diesel-powered vehicles in Europe continues to increase the demand for platinum.The outlook for platinum jewellery is positive, especially where it is popular amongst the younger,more affluent generations and in particular in the bridal market. Anglo Platinum is a major supporterof the Platinum Guild International, which since its inception in 1975, has played a major role increating demand for platinum through constant promotion and the establishment of new platinumjewellery markets.2.3 Expanding into market growth and prospectsIn 2000, the Company announced an expansion programme to increase its annual refined platinumproduction so as to be able to meet anticipated forecast demand for PGMs. A number of majormining, smelting and refining projects have been initiated and have resulted in refined platinumproduction increasing from a level of approximately 2.0 million ounces in 1999 to 2.3 million ouncesin 2003.On 4 December 2003, Anglo Platinum announced its intention to reduce the rate of implementationof expansion projects, due to the impact of South African producer price inflation of 26% over thepast three years, the 14% decline in the US dollar price for the basket of metals produced duringthe same period and the recent 50% appreciation in the value of the rand, all of which negativelyimpacted operating margins, cash flows and future funding of new projects. Anglo Platinum willslow down implementation of its expansion projects by between one and three years, but continueto expand the treatment, smelting and refining projects to meet the growth in its mining profile.Although the rate of expansion will be reduced, the rationale for expansion still remains clear, as isillustrated by the following:15

– since 1993, demand for platinum has grown at a compound rate of 5.4% per annum;– in 2003, global demand for mined platinum increased for the eleventh consecutive year;– Anglo Platinum anticipates that in 2004, demand for platinum will be greater than supply for thesixth consecutive year;– the market fundamentals for future demand for platinum remain favourable;– Anglo Platinum has the largest, most accessible resource base of all industry players;– a number of major mining, smelting, and refining projects have successfully been brought intooperation over the last three years; and– in respect of mining, Anglo Platinum retains a degree of flexibility to adjust production fromMerensky to UG2 reserves, according to changing circumstances.Anglo Platinum has a number of significant green and brown fields projects that are intended toboth sustain and increase production of refined platinum to approximately 2.45 million ounces in2004 and to 2.9 million ounces in 2006. This will result in an average annual compound rate ofgrowth in production of 8%. Ongoing capital expenditure is forecast to average R3.7 billion (in 2004money terms) between 2004 and 2006. In addition, capital expenditure on expansion projectsamounted to R3.3 billion in 2003 and a total of R8.3 billion (in 2004 money terms) is forecast for2004 to 2006. Further details of these projects are provided in paragraph 8.8 below.The revised expansion programme will have no effect on the Black Economic Empowermentcommitments of the Company, or its ability to comply with the requirements of the Mining Charter.2.4 Optimising value in current operationsNotwithstanding the effect of the Rand/US Dollar exchange rate and US Dollar metal prices, thefinancial performance of the Company will be largely determined by its ability to manage miningand operational costs while continuing with the expansion. Anglo Platinum has embarked upon aprogramme to increase efficiencies and reduce costs across the business, with an emphasis onwork processes and structures, both at business units and corporate and central functions.As mines get older, an increase in depth is a feature which results in an increase in cost for miningorganisations. In Anglo Platinum’s case, the flexibility of its portfolio of assets has afforded it theopportunity of ameliorating this impact by combining higher-grade Merensky reef projects withshallow, lower-grade UG2 reef projects, all of which meet Anglo Platinum’s hurdle rate of return.Anglo Platinum’s operations (steady-state and ramp-up) have an above industry average gradeprofile, which places Anglo Platinum in a favourable position to meet future demand.Where necessary, Anglo Platinum will rationalise existing operations in order to protect operatingmargins.2.5 Purpose of the rights offerAs discussed above, Anglo Platinum is engaged in an expansion programme to produce2.9 million ounces of refined platinum in 2006 and thereby participate in the global growth indemand for platinum. The purpose of the rights offer is to strengthen the balance sheet of AngloPlatinum. This will ensure an appropriate combination of debt and equity and that further debt canbe raised in a cost effective manner. This further funding will be used to finance replacement andexpansion projects and will be employed appropriately in order to match the capital expenditureprofile of the Company.3. THE PREFERENCE SHARES3.1 Rights and privilegesComprehensive rights and privileges of the preference shares are set out in Appendices 1 and 2to this circular. Appendix 1 contains the special resolutions to amend the Articles of Anglo Platinum,which were approved by shareholders in general meeting on Tuesday, 30 March 2004. Appendix 2contains a directors’ resolution, which describes the rights and privileges of the preference sharesin more detail. Appendices 1 and 2 should be read in conjunction with each other.16

4. PARTICULARS OF THE RIGHTS OFFER4.1 Terms of the rights offer4.1.1 The Company hereby offers for subscription, by way of a renounceable rights offer toshareholders and/or their renouncees, a total of 40 000 000 preference shares at an issueprice of R100 per preference share in the ratio of 18.4249 preference shares for every100 ordinary shares held at the close of business on Friday, 7 May 2004.4.1.2 Shareholders recorded in the register on the record date (other than certain overseasshareholders) will be entitled to participate in the rights offer.4.1.3 All transactions arising in terms of this circular and the letter of allocation will be governedby and be subject to the laws of the RSA.4.2 Conditions precedentThere are no outstanding conditions precedent to the rights offer.4.3 EntitlementTable A in Appendix 3 to this circular sets out the number of rights to preference shares to whichrights participants will be entitled. The entitlement of holders of certificated shares is stated in theform of instruction. Holders of dematerialised shares will have their safe custody accountsautomatically credited with their entitlements in accordance with Table A. Shareholders’entitlements will be rounded up or down, as appropriate, and only whole numbers of preferenceshares will be issued, in accordance with the Listings Requirements of the JSE.4.4 Odd-lot holdersShareholders who hold fewer than 100 ordinary shares or whose shareholdings are not a wholemultiple of 100 ordinary shares will be entitled, in respect of such holdings, to participate in therights offer in accordance with Table A in Appendix 3 to this circular. Entitlements will be roundedup or down, as appropriate, in order to ensure that whole numbers of preference shares and nofractions are issued.4.5 Opening and closing dates of the rights offerThe rights offer will open at 09:00 on Monday, 10 May 2004 and will close at 14:30 on Friday,28 May 2004.4.6 Minimum subscriptionAs the rights offer is fully underwritten, it is not conditional on any minimum subscription level (referparagraph 5 below).4.7 Procedure for acceptance of the rights offerFull details of the procedure for acceptance and payment by holders of certificated shares are setout in the form of instruction and in the case of holders of dematerialised shares, in terms of theagreement entered into between the shareholder and his CSDP or broker, as the case may be.Shareholders may accept a lesser number of preference shares than their full entitlement. Thefollowing should be noted:4.7.1 acceptances may only be made by holders of certificated shares by means of the form ofinstruction;4.7.2 the properly completed form of instruction and a cheque or banker’s draft, in the currencyof the RSA, in payment of the issue price must be received from holders of certificatedshares by the transfer secretaries or UK transfer secretaries at the addresses referred to inparagraph 4.10 below, by not later than 14:30 (South African time) on Friday, 28 May 2004;4.7.3 holders of certificated shares are advised to take into consideration postal delivery timeswhen posting their form of instruction, as no postal deliveries will be accepted after 14:30(South African time) on Friday, 28 May 2004. Each cheque or banker’s draft will bedeposited immediately for collection;17

4.7.4 the payment referred to in paragraph 4.7.2 above together with the properly completed formof instruction will, when the cheque or banker’s draft has been paid, constitute anirrevocable acceptance of the rights offer as set out in this circular and in the relevant formof instruction. Should any cheque or banker’s draft be dishonoured, the Company, in its solediscretion, may either treat the acceptance of the rights by the acceptor concerned as voidor may deliver the relevant preference shares to the acceptor for immediate payment in cashof the issue price in respect of the preference shares concerned;4.7.5 if any form of instruction and cheque or banker’s draft is not received as set out above, thenthe rights offer will be deemed to have been declined and the right to subscribe for thepreference shares offered to the holder of certificated shares or renounced in favour of hisrenouncee in respect of such form of instruction will be deemed not to have been accepted;and4.7.6 holders of dematerialised shares must act in terms of the instructions received from theCSDP or broker in terms of the agreement entered into between the shareholder andhis CSDP or broker, as the case may be.4.8 Factors relating to the conversion of the preference sharesIn the event of conversion of preference shares, the Company undertakes to use its bestendeavours to procure a listing of any ordinary shares issued by it on the JSE and on any otherexchange on which the Company’s ordinary shares are listed. The conversion date and listing ofsuch ordinary shares shall be not less than 12 business days or more than 60 calendar days afterreceipt by the Company of the notice to convert.The authorised share capital of the Company will be increased by an amount equal to any increasein the issued share capital of the Company arising on a conversion of the preference shares toordinary shares.Preference shareholders shall have the right to convert their preference shares into ordinary sharesat any time within five years of the issue date, subject to the restrictions contained in the rights andprivileges in Appendices 1 and 2 to this circular, provided that preference shareholders converteither their entire shareholding of preference shares into ordinary shares or they convert theirpreference shares into ordinary shares in lots of 1 000 preference shares.Table B in Appendix 3 to this circular provides an example of the number of ordinary shares towhich holders of preference shares will become entitled in the event of conversion. The table,which is purely illustrative, is based on the assumption of a share price of R300 per ordinary shareand a conversion price of R390 per share. Only whole numbers of ordinary shares will be issued.Where applicable, the entitlement to ordinary shares will be rounded in accordance with theListings Requirements of the JSE.The conversion price will be determined on the last day to trade (LDT) for the letters ofallocation, being Friday, 21 May 2004, and will be published on SENS on Friday, 21 May 2004and in the press on Monday, 24 May 2004.Preference shareholders will be entitled to convert their preference shares into ordinary shares atany time, except as provided for in the rights and privileges in accordance with the followingformula:Number of ordinary shares to be received =number of preference shares held x (R100/the conversion price).The conversion price is subject to change as a result of subsequent corporate actions by theCompany, details of which are provided in Appendix 2. The purpose of any resultant adjustment tothe conversion price is to ensure that preference shareholders are not prejudiced.To the extent that the directors of the company do not declare a particular dividend and apreference shareholder elects to convert while such position prevails, then upon conversion of thepreference shares, the directors shall consider the appropriateness of a mechanism which willpreserve the rights of such shareholder to cumulative preference dividends not yet declared inrespect of the preference shares being converted, including without limitation, the creation of a newclass of share which shall remain entitled to such cumulative but undeclared preference dividends,once declared.18

4.9 Sale or renunciationHolders of dematerialised shares who wish to sell or renounce any of the rights allocated to themshould make the necessary arrangements with their CSDP or broker by the cut-off time and datestated in the advice sent to them by their CSDP or broker.The Company has issued all letters of allocation in dematerialised form and the electronic recordfor holders of certificated shares is being maintained in the RSA by Computershare Nominees(Proprietary) Limited, a wholly-owned subsidiary of Computershare and in the UK by Capita. Thishas made it possible for holders of certificated shares to enjoy the same rights and opportunitiesas holders of dematerialised shares in relation to the letters of allocation.Holders of certificated shares not wishing to subscribe for all or part of their entitlement as reflectedin the form of instruction may sell or renounce all or part of their rights.Holders of certificated shares who wish to sell all or part of their entitlement as reflected in theform of instruction must complete the relevant section (Form A) of the form of instruction and returnit to the transfer secretaries or UK transfer secretaries, in accordance with the instructionscontained therein to be received by no later than 14:30 (South African time) on Friday, 21 May2004. Computershare will endeavour to procure the sale of the rights on the JSE on behalf of suchholders of certificated shares and will remit the proceeds in accordance with the paymentinstructions reflected in the form of instruction, net of brokerage charges and associated expenses.Computershare will not have any obligation or be responsible for any loss or damage whatsoeverin relation to or arising out of the timing of such sales, the price obtained or any failure to sell suchentitlements. References in this paragraph to a holder of certificated shares include references tothe person or persons executing the form of instruction and any person or persons on behalf ofwhom such person or persons executing the form of instruction is/are acting and in the event ofmore than one person executing the form of instruction, the provisions of this paragraph shall applyto them, jointly and severally.Holders of certificated shares who do not wish to sell all or part of their entitlements asreflected in the form of instruction (Form B) and who do not wish to subscribe for the preferenceshares offered in terms of the form of instruction but who wish to renounce their rights, mustcomplete the relevant section of the form of instruction in accordance with the instructionscontained therein. The form of instruction may then be handed to the renouncee or agent who shallthen be entitled to participate in the rights offer as though he was a shareholder to the extent of therenunciation. The renouncee or agent should then forward the form of instruction to the transfersecretaries or UK transfer secretaries in accordance with the instructions therein.Holders of certificated shares who wish to subscribe for a portion only of their entitlement mustindicate the number of preference shares for which they wish to subscribe by completing therelevant section of the form (Form C) of instruction.4.10 PaymentA cheque (marked “not transferable” and with the words “or bearer” deleted) or a banker’s draft(drawn on a registered bank) payable to “Anglo American Platinum Corporation Limited –Rights Offer” for the amount payable, in the currency of the RSA, together with a properlycompleted form of instruction must be lodged by holders of certificated shares with:In South Africa:Anglo American Platinum Corporation Limitedc/o Computershare LimitedGround Floor, 70 Marshall StreetJohannesburg, 2001by no later than 14:30 (South African time) on Friday, 28 May 2004, or may be posted (at the riskof the holder) to:Anglo American Platinum Corporation Limitedc/o Computershare LimitedPO Box 61051, Marshalltown, 2107so as to reach the transfer secretaries by no later than 14:30 (South African time) on Friday, 28 May2004, or lodged with or posted to:19

In the United Kingdom:Anglo American Platinum Corporation Limitedc/o Capita RegistrarsThe Registry34 Beckenham RoadBeckenhamKent, BR3 4TUso as to reach the UK transfer secretaries by no later than 14:30 (South African time) on Friday,28 May 2004.Holders of dematerialised shares must instruct their CSDP or broker as to the action they must taketo enable the CSDP or broker to act timeously on their behalf in terms of the agreement enteredinto between the dematerialised shareholder and the CSDP or broker. Payment will be on a deliveryversus payment basis.4.11 Excess applicationsAll preference shares not taken up in terms of the rights offer will be available for allocation to rightsparticipants who wish to apply for a greater amount of preference shares than those allocated tothem in terms of the rights offer. Accordingly, in addition to the preference shares allocated in termsof the rights offer, rights participants may also apply for an unlimited amount of additionalpreference shares on the same terms as those applicable to their rights offer entitlements.Applications for additional preference shares by holders of certificated shares may only be madeby completing blocks (7), (8) and (9) (yellow) of the form of instruction.Holders of dematerialised shares wishing to apply for additional preference shares must instructtheir CSDP or broker as to the number of additional preference shares for which they wish to apply.The pool of preference shares available to meet excess applications will be dealt with as setout below:4.11.1 if all the preference shares are taken up in the rights offer, no additional preference shareswill be made available for allocation to applicants; or4.11.2 if the preference shares taken up in the rights offer and the excess applications togetherare less than or equal to 100% of the number of preference shares available, the Companywill accept all applications for additional preference shares in full; or4.11.3 if the preference shares taken up in the rights offer and the excess applications togetherexceed 100% of the amount of preference shares available, the directors of the Companyreserve the right to apportion the excess applications in such equitable manner as theymay, in their sole and absolute discretion, but with due regard to the JSE ListingsRequirements, determine.The right to apply for excess preference shares is transferable upon renunciation.An announcement will be published on SENS on Monday, 31 May 2004 and in the press onTuesday, 1 June 2004 stating the results of the rights offer and the basis of allocation of anyadditional preference shares applied for. Cheques refunding monies to holders of certificatedshares, in respect of unsuccessful applications for additional preference shares, will be posted tosuch applicants, at their risk, on or about Monday, 31 May 2004. No interest will be paid on moniesreceived in respect of unsuccessful applications. Refunds in respect of unsuccessful applicationssubmitted to CSDPs or brokers on behalf of their clients will be sent to the relevant CSDP or brokerin order for such CSDP or broker to refund their clients.4.12 Exchange Control Regulations of the RSAThe following summary is intended as a guide only and is, therefore, not comprehensive. If ashareholder or his renouncee is in any doubt in regard hereto, he should consult his professionaladviser.20

4.12.1 In terms of the Exchange Control Regulations of South Africa, non-residents, excludingformer residents of the Common Monetary Area will be allowed to:– take up rights allocated in terms of the rights offer;– purchase letters of allocation on the JSE;– subscribe for the preference shares arising from letters of allocation purchased on theJSE;– purchase excess preference shares which have been applied for in terms of the rightsoffer,provided payment is received either through normal banking channels from abroad or froma non-resident account.All applications by non-residents for the above purposes must be made through anauthorised dealer in foreign exchange. Any certificates that might be issued pursuant tosuch applications will be endorsed “non-resident”.4.12.2 Where a right in terms of the rights offer falls due to a former resident of the CommonMonetary Area, which right is based on shares blocked in terms of the Exchange ControlRulings, then only blocked funds may be used to take up these rights, and may beused to:– purchase excess preference shares which have been applied for in terms of the offer;– purchase letters of allocation on the JSE;– subscribe for the new preference shares arising in respect of the letters of allocation;– purchase preference shares on the JSE.All applications by emigrants using blocked Rand for the above purposes must be madethrough the South African authorised dealer controlling their blocked assets. Sharecertificates issued pursuant to blocked Rand transactions must be endorsed “nonresident”and placed under the control of the South African authorised dealer throughwhom the payment was made. The sale proceeds of letters of allocation, if applicable, willbe returned to the South African authorised dealer in foreign exchange for credit to suchemigrant’s blocked accounts.In addition, emigrant blocked funds may also be used to:– purchase letters of allocation on the JSE;– subscribe for the preference shares arising from letters of allocation purchased onthe JSE;– purchase excess preference shares, which have been applied for in terms of the rightsoffer.4.12.3 Applications by emigrants using emigrant blocked funds for the above purposes must bemade through the authorised dealer in foreign exchange controlling their blocked assets.Any certificates that might be issued to such emigrants will be endorsed “non-resident”and placed under the control of the authorised dealer in foreign exchange through whomthe payments were made. The sale proceeds of letters of allocation, if applicable, will bereturned to the authorised dealer in foreign exchange for credit to such emigrants’ blockedaccounts.Holders of dematerialised shares will have all aspects relating to Exchange Controlmanaged by their CSDP or broker, as the case may be.4.13 Additional provisions applicable to shareholders or renouncees outside RSA4.13.1 GeneralThe offer of letters of allocation and preference shares to persons resident in, or who arenationals or citizens of, countries other than South Africa may be affected by the laws ofthe relevant jurisdiction. Those persons should consult their professional advisers as towhether they require any governmental or other consents or need to observe any otherformalities to enable them to take up their rights.21

This paragraph 4.13 sets out the restrictions applicable to shareholders andrenouncees who have registered addresses outside South Africa, who are nationals,citizens or residents of countries, other than South Africa, or who are persons(including, without limitation, custodians, nominees and trustees) who have acontractual or legal obligation to forward this document to a jurisdiction outsideSouth Africa or who hold ordinary shares for the account or benefit of any suchperson.It is the responsibility of any person outside South Africa (including, without limitation,nominees, agents and trustees for such persons) receiving this circular and wishing to takeup rights under the rights offer to satisfy himself as to full observance of the applicable lawsof any relevant territory, including obtaining any requisite governmental or other consents,observing any other requisite formalities and paying any issue, transfer or other taxes duein such territories.Receipt of this circular will not constitute an offer in those jurisdictions in which it would beillegal to make an offer and, in those circumstances, this circular if sent, will be sent forinformation only and should not be copied or redistributed. No person receiving a copy ofthis circular in any territory, other than South Africa, may treat the same as constituting aninvitation or offer to such person unless, in the relevant territory, such an invitation or offercould lawfully be made to him without contravention of any registration or other legalrequirements.Accordingly, persons (including, without limitation, nominees, agents and trustees)receiving a copy of this circular should not, in connection with the rights offer,distribute or send the same to any person in, or citizen or resident of, or otherwiseinto any jurisdiction where to do so would or might contravene local securities lawsor regulations. Any person who does forward this circular into any such territory(whether under a contractual or legal obligation or otherwise) should draw therecipient’s attention to the contents of this paragraph 4.13.The Company reserves the right, but shall not be obliged, to treat as invalid anyacceptance or purported acceptance of the offer of letters of allocation and preferenceshares which appears to the Company or its agents to have been executed, effected ordespatched in a manner which may involve a breach of the securities laws or regulationsof any jurisdiction or if the Company believes or its agents believe that the same mayviolate applicable legal or regulatory requirements.Despite any other provision of this circular or the form of instruction, the Company reservesthe right to permit any shareholder or renouncee to take up his rights if the Company in itssole and absolute discretion is satisfied that the transaction in question is exempt from, ornot subject to, the legislation or regulations giving rise to the restrictions in question.Specific restrictions relating to certain jurisdictions are set out below.4.13.2 United KingdomThe letters of allocation and preference shares are not being offered, transferred, sold ordelivered in or into the United Kingdom by this circular or any other document except topersons whose ordinary activities involve them in acquiring, holding, managing ordisposing of investments (as principal or agent) for the purposes of their business orotherwise in circumstances which have not resulted and will not result in any offer to thepublic in the United Kingdom within the meaning of the Public Offers of SecuritiesRegulations 1995 of the United Kingdom.It is only intended that investment professionals (within the Financial Services and MarketsAct 2000 (Financial Promotion Order) 2001) and any other persons who may lawfullyparticipate in the rights offer, do so. No other person should seek to participate in the rightsoffer or rely on this circular. Persons distributing this circular must satisfy themselves that itis lawful to do so.22

Persons located in the United Kingdom that satisfy such requirements will be able toexercise their rights under the rights offer provided that any such person, by subscribingfor all or some of their rights and entitlements to new preference shares, will be deemed torepresent, warrant, agree and confirm that such person is:(a) a person whose ordinary activities involve acquiring, holding, managing or disposingof investments (as principal or agent) for the purpose of the person’s business orotherwise in circumstances which have not resulted and will not result in any offer tothe public in the United Kingdom within the meaning of the Public Offers of SecuritiesRegulations 1995 of the United Kingdom; and(b) an investment professional (within the Financial Services and Markets Act 2000(Financial Promotion Order) 2001 of the United Kingdom) or any other person who maylawfully participate in the rights offer.Persons lawfully entitled to participate in the rights offer must contact the UK transfersecretaries in order to arrange for receipt of the form of instruction.4.13.3 United States, Canada, Australia and the Republic of IrelandThis circular will not be sent and should not be forwarded to holders of shares withregistered addresses in, and the letters of allocation and preference shares may not betransferred, sold or delivered in or into any of the United States, Canada, Australia or theRepublic of Ireland.The letters of allocation and the preference shares being offered in the rights offer have notbeen and will not be registered under the Securities Act or with any security regulatoryauthority of any state or other jurisdiction in the United States or Canada and, subject tocertain exceptions, may not be offered or sold within the United States or Canada.In addition, due to restrictions under the securities laws of Australia and the Republic ofIreland no offer of the letters of allocation and the preference shares being offered in therights offer is being made under this circular to holders of shares with registered addressesin, or to residents of Australia or the Republic of Ireland.4.13.4 Sales of letters of allocation representing rights attributable to certainnon-South African shareholders4.14 JSE listingsNon-South African shareholders who are not able to take up their rights may be able toarrange for the sale on their behalf of letters of allocation in respect of their rights under therights offer.The attention of such shareholders or any person holding shares on their behalf is drawnto paragraph 4.9 above.Alternatively, the rights attributable to shareholders, who can be identified as not beingentitled to participate in the rights offer, will, if a premium can be obtained over theexpenses of sale, be sold on the JSE, for the benefit of such shareholders as soon aspracticable. However, if the net proceeds of sale in relation to any one holding amount toless than R100, they will be retained for the benefit of the Company.The rights of those shareholders who are not identifiable as such and who do not arrangefor their sale prior to the last day to trade letters of allocation will lapse, and they will not beentitled to any payment under the terms of the rights offer.The Listings Division of the JSE has granted a listing for:– 40 000 000 letters of allocation with effect from 09:00 on Monday, 3 May 2004, to the close ofbusiness on Friday, 21 May 2004 (both days inclusive); and– 40 000 000 preference shares with effect from 09:00 on Monday, 24 May 2004.The listing fees paid by Anglo Platinum to the JSE in respect of the 40 000 000 preference sharesamounted to R360 855.60, inclusive of VAT.23

4.15 Documents of titlePreference shares issued to holders of certificated shares pursuant to the rights offer will be issuedin certificated form and will be posted to persons entitled thereto, by registered post, at the risk ofthe persons concerned, on or about Monday, 31 May 2004.Shareholders who receive their preference shares in certificated form must note that such sharecertificates are not good for delivery in respect of trades concluded on the JSE until they have beendematerialised.Holders of dematerialised shares will have their safe custody accounts at their CSDP or brokerupdated on Monday, 31 May 2004.4.16 Income taxShareholders are advised to consult their tax and financial advisers regarding any taxationimplications pertaining to the acceptance of their rights in terms of the rights offer.5. UNDERWRITING OF THE RIGHTS OFFERThe underwriting agreement became irrevocable at 16:30 on Wednesday, 21 April 2004. In terms of theunderwriting agreement, ASAC and Standard Bank have agreed to subscribe for the preference shares,which are not taken up pursuant to the rights offer. The commission payable for such underwriting is1.0% of the aggregate issue price of the preference shares, which are not taken up pursuant to theirrevocable undertaking referred to in paragraph 6 below. Anglo Platinum will pay all other expenses ofor incidental to the rights offer, including VAT or other duties on the underwriting commission and anyreasonable fees and expenses properly incurred by the underwriters in connection with the rights offer.The underwriting agreement provides that the underwriting commission will not be paid until such timeas the underwriters have met the underwriting commitments.6. IRREVOCABLE UNDERTAKINGThe Company has received an irrevocable undertaking from ASAC to subscribe for or procuresubscriptions for all the preference shares to which ASAC is entitled as a shareholder in the Companyon the record date. A commitment fee of 1.5% of the aggregate issue price of the preference sharessubscribed for by ASAC is payable by the Company to ASAC in respect of this irrevocable undertaking.This irrevocable undertaking relates to approximately 74.2% of the issued ordinary shares.The reasons for the payment of a commitment fee to ASAC include the following:– in order to make the rights offer possible and to ensure the availability of funds, ASAC’s commitmentwas required from the outset;– ASAC has had to allocate and place approximately R3 billion at risk. No other shareholder is in aposition to provide this level of commitment; and– the underwriting for the rights offer was undertaken on the basis that ASAC committed to follow itsrights, which is to the benefit of all shareholders. Any underwriting obtained from third parties, withoutthe commitment from ASAC, is likely to have cost the Company significantly more.7. FINANCIAL INFORMATION7.1 Pro forma financial effects of the rights offerThe pro forma financial effects are provided for illustrative purposes to show the effect of the rightsoffer on earnings as if the rights offer proceeds had been received on 1 January 2003 and theeffects of the rights offer on net asset value per share as if the rights offer proceeds had beenreceived on 31 December 2003. Because of their nature, the pro forma financial effects may notprovide a true picture of the Company’s financial position and performance. The pro forma financialeffects have been compiled from the audited consolidated financial statements for the year ended31 December 2003, adjusted as described in the notes hereto.24

Audited Pro formaBefore the After the PercentageNotes rights offer rights offer changeBasic earnings per ordinary share(cents) 1, 2, 3, 4 972.5 956.2 (1.7)Headline earnings per ordinaryshare (cents) 1, 2, 3, 4 972.4 956.1 (1.7)Fully diluted basic earnings perordinary share (cents) 1, 2, 3, 4, 5 971.2 954.8 (1.7)Net asset value per share (cents) 6 5 767.3 6 402.8 11.0Actual number of ordinary sharesin issue (’000) 215.4 215.4 –Weighted average number ofordinary shares in issue (’000) 215.1 215.1 –Fully diluted number of ordinaryshares (’000) 215.4 215.4 –Notes:1. For earnings per share calculations, it is assumed that the rights offer of 40 000 000 preference shares was fully takenup for a total amount of R4 000 000 000 and the net proceeds of R3 930 000 000 (after expenses of R70 000 000) werereceived in cash and cash equivalents on 1 January 2003.2. The adjustments to basic earnings per ordinary share, headline earnings per ordinary share and fully diluted basicearnings per ordinary share are stated after charging tax at an average rate of 34.2%.3. Earnings per ordinary share has been calculated after taking into account the cumulative preference dividends ofR240 million and related STC of R30 million.4. If the net proceeds of the preference share issue were received on 1 January 2003, the Group would have had cashand cash equivalents available for a longer period during the financial year before a net borrowed position was reached.The calculated impact of this is as follows:RmIncrease in interest received 157.6Decrease in interest expensed 199.3Impact on profit before tax 356.9Actual average interest rates achieved for the year were applied in the calculations.5. A conversion price of R390 was assumed in calculating diluted earning per ordinary share. The conversion of thepreference shares, based on the abovementioned conversion price, has a non-dilutive effect on basic earnings perordinary share.6. For the net asset value calculation, it is assumed that the rights offer of 40 000 000 preference shares was fully taken upfor a total amount of R4 000 000 000 and the net proceeds of R3 930 000 000 (after expenses of R70 000 000) werereceived on 31 December 2003 and applied first against the Company’s short-term debt.7.2 Pro forma balance sheetAppendix 5 to this circular contains the Company’s pro forma balance sheet at 31 December 2003.7.3 Reporting accountants’ reportThe independent reporting accountants have reported on the pro forma financial information setout in paragraph 7.1 above and their report is set out in Appendix 6 to this circular.The independent reporting accountants have given and have not, prior to the last practicable date,withdrawn their written consent to the inclusion of their report in the form and context in which itappears in this circular.7.4 Financial historyThe audited consolidated audited financial statements of the Company for the three years ended31 December 2003 are set out in Appendix 7 to this circular.The auditors’ reports in respect of the financial statements for the three financial years ended31 December 2003 were without qualification.25

8. INFORMATION RELATING TO THE COMPANY8.1 Incorporation and backgroundAnglo Platinum was incorporated on 13 July 1946 in the RSA.The Company has been a pioneer in the platinum mining industry. Major platinum discoveries inSouth Africa took place in 1925 and, within a year, Johannesburg Consolidated InvestmentsLimited (the former parent of Anglo Platinum) acquired an interest in PPL.The Company was incorporated as a public company on 13 July 1946 as Union PlatinumMining Company Limited. It changed its name to Rustenburg Platinum Holdings Limited on9 September 1976 and to Anglo American Platinum Corporation Limited on 1 September 1997.8.2 Description of businessAnglo Platinum mines, processes, refines and markets platinum and other PGMs and base metals.Anglo Platinum is the world’s largest primary platinum producer with four wholly-ownedunderground mines, two underground mines held through joint ventures and one opencast mine.8.3 Directors’ statement regarding the rights offer and prospectsThe directors believe that, as part of the overall refinancing strategy for the Company, the additionalcapital raised through the issue of preference shares will assist the Company with theimplementation of its various replacement and expansion projects. The directors believe that theCompany has sound prospects as more fully set out in paragraph 2.3 above.8.4 Share capitalThe authorised and issued share capital of the Company, prior to the rights offer, is set out below*.Authorised400 000 000 ordinary shares of 10 cents each 40 000 00040 000 000 preference shares of one cent each 400 000Issued217 097 209 ordinary shares of 10 cents each 21 709 721Share premium 1 304 254 186After the proposed issue of preference shares, the Company’s authorised and issued share capitalis expected to be as set out below*.Authorised400 000 000 ordinary shares of 10 cents each 40 000 00040 000 000 preference shares of one cent each 400 000Issued217 097 209 ordinary shares of 10 cents each 21 709 72140 000 000 preference shares of one cent each 400 000Share premium 5 233 854 186*The above tables include the effects of the dividend reinvestment programme.The Company’s shares are listed on the JSE and on the London Stock Exchange and there is alisting on the Euronext Bourse in Brussels in the form of International Depository Receipts.The unissued ordinary shares are under the control of the Company’s directors, subject to theprovisions of section 221 of the Act and the Listings Requirements of the JSE.All the authorised and issued ordinary shares are of the same class and rank pari passu in allrespects.RR26

8.5 Variation of rightsIn accordance with the Company’s Articles of Association, any variation of rights attaching to theordinary shares and preference shares requires the consent of the shareholders by way of specialresolution in general meeting and also in separate class meetings.8.6 Voting rightsIn accordance with the Company’s Articles of Association, at any general meeting, every memberpresent in person or by proxy (or, if a body corporate, duly represented by an authorisedrepresentative) shall have one vote on a show of hands and, on a poll, every member present inperson or by proxy, shall have one vote for each ordinary share of which he is a holder. Whereholders of the preference shares are present and entitled to vote upon a poll, a holder of preferenceshares shall be entitled to that proportion of the total votes in the Company which the aggregateamount of the par value of the preference shares held by it bears to the aggregate amount of thepar value of all shares issued by the Company at the relevant time.8.7 Corporate governanceThe Group is committed to the principles of openness, integrity and accountability advocated inthe King II Report on Corporate Governance, further details of which are set out in Appendix 8 tothis circular.8.8 Operations8.8.1 Current operationsCurrent steady-state operations include Rustenburg Section, Amandelbult Section andUnion Section, all of which are divisions of RPM, as well as LPM. All these operations areunderground mining operations. In addition, current operations include PPL, which is anopencast mining operation.The table below provides details of Anglo Platinum’s reserves and resources in respectof current operations (excluding ramp-up operations and mining projects) at31 December 2003.Merensky reef UG2 reef UG2 reef opencast PlatreefPlatinumReserves Reserves Reserves Reserves ouncesand Grade and Grade and Grade and Grade producedResources g/t 4E Resources g/t 4E Resources g/t 4E Resources g/t 4E in 2003Mt Mt Mt Mt (‘000)Rustenburg Reserves proved 19.3 5.56 26.9 4.22Section Reserves probable 14.3 5.55 115.7 4.10Reserves total 33.6 5.56 142.6 4.12Resources total 111.6 6.28 305.4 4.76 802.2Amandebult Reserves proved 22.9 6.42 82.1 4.61 1.4 6.00Section Reserves probable 90.0 6.59 249.5 4.65Reserves total 112.9 6.56 331.5 4.64 1.4 6.00Resources total 113.0 7.83 259.9 4.78 634.6Union Reserves proved 4.9 6.75 13.1 4.01Section Reserves probable 15.1 6.64 34.1 3.90Reserves total 20.0 6.67 47.1 3.93Resources total 31.7 8.16 159.4 4.63 313.2PPL Reserves proved 4.0 3.03Reserves probable 311.1 2.65Reserves total 315.2 2.66Resources total 504.4 2.37 188.9LPM Reserves proved 16.5 4.51 15.0 4.80Reserves probable 11.5 4.39 7.3 5.21Reserves total 28.1 4.46 22.3 4.93Resources total 168.4 5.31 333.8 6.24 105.1Notes:Resources include inferred, measured and indicated resources.Mineral resources are in addition to reserves.The Rustenburg Section production includes production from the UG2 project.Reserves and resources have been calculated in accordance with the South African Mineral Resources Committee code. Readersare referred to the 2003 Annual Report for more detail on the reserves and resources of Anglo Platinum.27

8.8.2 ProcessingThe process division consists of the Waterval Smelter, Polokwane Smelter, Mortimer Smelter,Rustenburg Base Metal Refinery and the Precious Metals Refinery.The key feature of the performance of the process operations in 2003 was the significantincrease in smelting capacity with the commissioning of the Polokwane Smelter, theACP Plant, and the Waterval Slag-cleaning Furnace. With this capacity now in operation,unit costs per ton smelted should decrease in line with production of increased volumesfrom the expansion programme.8.8.2.1 Polokwane SmelterThe Polokwane Smelter was successfully commissioned in March 2003, ahead ofschedule and within budget. At full capacity of 650 000 tons per year, the modernPolokwane Smelter will process concentrate from existing and new mines on theeastern limb, as well as provide some backup capacity for the Waterval andMortimer smelting facilities.8.8.2.2 ACP PlantThe objectives of the ACP Plant are to set a new global benchmark for the controlof sulphur dioxide emissions (20 tons per day by the end of 2004), while increasingthe available converter capacity for the Group’s expansion programme.8.8.2.3 Waterval Slag-cleaning FurnaceWith increasing UG2 concentrates being treated, the recycling of chrome createsconstraints in the furnaces because of the elevated melting points of the slag. Thisproject was designed to alleviate this condition, raise the recovery of the containedmetal values, and create additional capacity in the primary furnaces.8.8.2.4 PMRPMR continues to be involved in a number of de-bottlenecking and optimisationprojects, executed sequentially, that will enable the Group’s annual PGM productionvolumes to be refined.The following table provides details of the ownership by the Company of theprocess plants, the year that production commenced and the capital expenditure ateach of the process plants.AngloYear Platinum Production CapitalProcess announced ownership commenced expenditure(%) (Rm)Polokwane Smelter 2001 100 2002 1 450ACP Plant 2000 100 2003 2 000Waterval Slag-cleaning Furnace 2001 100 2002 280Precious Metals Refinery 2000 100 2002 1 2508.8.3 Ramp-up operations and mining projectsRamp-up operations and mining projects consist of BRPM, Modikwa Platinum Mine,Rustenburg UG2 project, Styldrift Project, Twickenham Platinum Mine, Western Limb TailingsTreatment Project, Unki Joint Venture, Pandora Joint Venture, Kroondal pooling and sharingagreement with Aquarius (SA), Der Brochen Project, Booysendal Joint Venture andGa-Phasha PGM Joint Venture. Some details in relation to these projects are set out below.8.8.3.1 BRPMThis mining operation mines PGMs on the farm Boschkoppie, south of thePilanesberg. As from 1 January 2004, BRPM will be reported as a steady-stateoperation.28

8.8.3.2 Modikwa Platinum MineThis mining operation is a 50:50 joint venture with a consortium led by AfricanRainbow Minerals to mine PGMs on the eastern limb of the Bushveld sequence,north of Steelpoort. The Modikwa Platinum Mine will reach its full production level in2004 and will be reported as a steady-state operation in 2005.8.8.3.3 Rustenburg UG2 ProjectThis project will mine UG2 ore in the Rustenburg Section lease area. The recentstrategic review, and additional studies that are currently being undertaken, mayresult in both a change in the capital expenditure and production profile announcedfor this project. Anticipated adjustments have been taken into account in theCompany’s current production target for 2006.8.8.3.4 Styldrift ProjectThe Styldrift Project will form part of a joint venture with Royal Bafokeng Resourcesto mine PGMs on the farm Styldrift, located just north of BRPM. Work to completegeological evaluation of the property continues. Finalisation of the joint venture isexpected shortly. The anticipated development plan associated with the StyldriftProperty has been taken into account in the Company’s production target for 2006.8.8.3.5 Twickenham Platinum MineThis project will mine PGMs on the farms Twickenham and Hackney in the northernpart of the eastern limb of the Bushveld sequence. The recent strategic reviewhighlighted that, under the prevailing economic climate, project developmentshould be slowed down. This has been taken into account in the Company’sproduction target for 2006.8.8.3.6 Western Limb Tailings Treatment ProjectThis project seeks to process PGM tailings located on Anglo Platinum properties atRustenburg Section. The recent strategic review process highlighted that, under theprevailing economic climate, development of Phase 2 of this project should beslowed down. This has been taken into account in the Company’s production targetfor 2006.8.8.3.7 Unki Joint VentureThis project, which is a joint venture between Anglo Platinum and Anglo AmericanCorporation Zimbabwe Limited, seeks to mine PGMs located on the Great Dykedeposit in Zimbabwe. The project is currently on schedule. Concentrate producedby the mine will be smelted and refined by Anglo Platinum in South Africa.8.8.3.8 Pandora Joint VentureThis project is a joint venture between Anglo Platinum, Lonmin Platinum, Northam/Mvelaphanda and the Bapo Ba Mogale Tribe. The project seeks to mine UG2 orewest of Brits on the western limb of the Bushveld sequence. Statutory consent forthis project is awaited from the Department of Minerals and Energy. A stagedimplementation schedule is possible thereafter.8.8.3.9 Kroondal pooling and sharing agreement with Aquarius (SA)This agreement provides for Anglo Platinum and Aquarius to pool their assets, whileretaining ownership thereof, and to share the proceeds equally. The project seeksto mine contiguous PGM reserves, owned by both parties, near Rustenburg on thewestern limb of the Bushveld sequence. Anglo Platinum will process all productionfrom 2009, or earlier if the concentrate off-take agreement with Impala Platinum isconcluded.8.8.3.10 Der Brochen ProjectThis is an early stage project and feasibility studies continue. The project seeks tomine PGMs on the farms Der Brochen, Richmond and Helena on the southernportion of the eastern limb of the Bushveld sequence.29

8.9 Litigation8.8.3.11 Booysendal Joint VentureNegotiations continue with the empowerment joint venture partner, Khumama/Mvelaphanda, so that agreements can be finalised that will allow further minedesign and optimisation of the exploitation strategy for the mining area. A miningauthorisation has been issued.8.8.3.12 Ga-Phasha PGM Joint VentureThis is an early stage project and feasibility studies continue to optimise the minedesign. It is intended for the project to become a joint venture between AngloPlatinum and the Pelewan Consortium/Anooraq Resources Corporation.Discussions with the empowerment partner to finalise a joint venture arecontinuing.Summarised details of the mining projects are set out in the table below.AnnouncedAnnounced steady stateAnglo capex platinumYear Platinum (2003 ounces perProject announced ownership money) annum(%) (Rm)Bafokeng-RasimonePlatinum Mine 1999 50.0 1 400 250 000Modikwa Platinum Mine 2000 50.0 1 800 162 000Rustenburg UG2 Project(Phase 1) 2000 100.0 1 500 360 000Styldrift Project 2001 50.0 n/a n/aTwickenham Platinum 2001 100.0 3 200 160 000Western Limb TailingsTreatment Project 2002 100.0 1 600 120 000Unki Joint Venture 2003 51.0 630 58 000Pandora Joint Venture 2002 42.5 3 100 230 000Kroondal pooling andsharing agreement withAquarius (SA) 2003 50.0 750 280 000Der Brochen Project 2002 100.0 n/a n/aBooysendal Joint Venture 2002 50.0 n/a n/aGa-Phasha PGM Joint Venture 2002 50.0 n/a n/aThe Group’s operating lease commitments are detailed in note 32 of the financialstatements as set out in Appendix 7 to this circular.There have been no major changes in the nature of property, plant and equipmentand policy regarding the use thereof in the past 12 months.Although there are a number of legal and arbitration proceedings that have arisen during theordinary course of business, the quantum involved in these proceedings is immaterial andconsequently there are no legal or arbitration proceedings (including any such proceedings whichare pending or threatened) which may have, or have had during the 12 months preceding the lastpracticable date, a material effect on the financial position of the Group.8.10 Share price historyThe price history of the Company’s ordinary shares on the JSE since March 2002 up to the lastpracticable date is set out in Appendix 9 to this circular.30

9. DIRECTORS9.1 Personal particularsDetails relating to the directors of the Company are set out in the table below.Full names Business address OccupationBarry Erskine 55 Marshall Street Chairman Anglo Platinum, Director Anglo PlatinumDavison Johannesburg Group subsidiaries, Director Anglo AmericanCorporation South Africa Limited, Executive DirectorAnglo American plc, Director Nedcor Limited andNedbank Limited, Director Boart Longyear Limited,Director Kumba Resources Limited, DirectorSamancor Limited, Past President Chamber of Minesof South AfricaRalph Havenstein 55 Marshall Street Chief Executive Officer Anglo Platinum, DirectorJohannesburg Anglo Platinum Group subsidiaries, Director NorthamPlatinum LimitedThomas 55 Marshall Street Deputy Chairman Anglo Platinum, Director AfricanAlexander Wixley Johannesburg Life Assurance Company Limited, Director CorpcapitalLimited, Director Johnnic Communications Limited,Member of the Department of Justice andConstitutional Development Board, Director STRATECharity SharesLeslie Boyd 44 Main Street Director Anglo Platinum, Director ABSA Bank LimitedJohannesburg and ABSA Group Limited, Director Anglo AmericanVeritas Limited, Director Imperial Holdings Limited,Director Datatec Limited, Director Acerinox (Spain),Director Aspen Pharmacare Holdings Limited, DirectorLie & Fung (Hong Kong), Director The Tongaat-HulettGroup Limited, Director Highveld Steel and VanadiumCorporation Limited, Director Kersaf InvestmentsLimitedColin Bertram 55 Marshall Street Director Anglo Platinum, Director AngloGold Limited,Brayshaw Johannesburg Director AECI Limited, Director Datatec Limited,Director Johnnic Communications Limited, DirectorJohnnic Holdings Limited, Director Highveld Steel andVanadium Corporation LimitedDorian Theodore 55 Marshall Street Chief Operating Officer Anglo Platinum, DirectorGerald Emmett Johannesburg Anglo Platinum Group subsidiaries, Director NorthamPlatinum LimitedBongani Augustine 55 Marshall Street Director Anglo Platinum, Chairman Transnet Limited,Khumalo Johannesburg Chairman Grey Global (SA) Limited, Director TsotsiBranding Services LimitedMichael Wallis 55 Marshall Street Director Anglo Platinum, Director FirstRand Limited,King Johannesburg FirstRand Bank Holdings Limited, FirstRand BankLimited and FirstRand International Limited, DirectorAnsbacher Holdings Limited, Director Harmony GoldMining Company Limited, Director Sturrock andRobson Holdings Limited, Director The Tongaat-HulettGroup LimitedRobin George 55 Marshall Street Executive Director Anglo Platinum: Projects, DirectorMills Johannesburg Anglo Platinum Group subsidiaries31

Full names Business address OccupationWilliam Alan Nairn 44 Main Street Director Anglo Platinum, Executive Director AngloJohannesburg American plc, Director Anglo American Corporation ofSouth Africa Limited, Director Anglo OperationsLimited, Director Amzim Holdings Limited, DirectorAnglo American Corporation Zimbabwe Limited,Director Boart Longyear Limited, Director AngloGoldLimited, Director Western Areas Limited, DirectorChamber of Mines of South AfricaThembalihle 55 Marshall Street Director Anglo Platinum, Director Anglovaal IndustriesHixonia Nyasulu Johannesburg Limited, Director Development Bank of SouthernAfrica, Director Nedcor Limited, Director The Tongaat-Hulett Group LimitedAbram Makwadi 55 Marshall Street Executive Director Anglo Platinum: HumanThebyane Johannesburg Resources, Director Anglo Platinum GroupsubsidiariesAnthony John 44 Main Street Director Anglo Platinum, Chief Executive OfficerTrahar Johannesburg Anglo American plc, Chairman Anglo AmericanCorporation of South Africa Limited, Chairman TarmacGroup Limited, Director Anglo American HoldingsLimited, Director Anglo Operations Limited, DirectorMondi Limited, Director AngloGold Limited, DirectorFrantschach Aktiengesellschaft, Director DB InvestmentsSA, Director Neusiedler Aktiengesellschaft,Director Anglo American Farms LimitedRoeland Herman 55 Marshall Street Executive Director Anglo Platinum: Finance andHendrik van Johannesburg Corporate Development, Director Anglo PlatinumKerckhovenGroup subsidiaries, Director Northam Platinum LimitedAlexander Ian 55 Marshall Street Executive Director Anglo Platinum: Commercial,Wood Johannesburg Director Anglo Platinum Group subsidiariesPolelo Lazarus 44 Main Street Director Anglo Platinum, Deputy Chief ExecutiveZim Johannesburg Officer Anglo American Corporation of South AfricaLimited, Chairman Anglo Operations Limited, DirectorArmaments Corporation of SA LimitedNote:All Anglo Platinum directorships referred to above are non-executive unless otherwise stated.32

9.2 Directors’ remuneration and service contractsThe table below provides an analysis of the emoluments paid to executive and non-executivedirectors of the Company in 2003. Emoluments paid by Anglo American plc to Barry Davison areonly disclosed to the extent that these pertain to Anglo Platinum.Gain onTotalSalary Retire- share emoluandment Bonuses options Directors’ Com- mentsRand benefits benefits • exercised fee mittees 2003Executive directorsB E Davison∞*∞∞ (sixmonths to June 2003) 1 512 051 230 746 1 046 958 – 65 000 – 2 854 755J A Dreyer 1 693 701 255 140 346 878 13 300 964 – – 15 596 683D T G Emmett 2 413 980 358 248 573 646 – – – 3 345 874R Havenstein#‡ 1 422 248 381 819 567 728 – – – 2 371 795R G Mills# 1 437 177 357 388 – – – – 1 794 565B E Ngubane$ 1 833 367 219 784 249 430 – – – 2 302 581R H H van Kerckhoven 2 067 292 302 123 387 818 2 207 000 – – 4 964 233A I Wood 1 627 692 240 717 368 420 – – – 2 236 829Alternate directors:J M Halhead 1 455 761 148 204 195 015 – – – 1 798 980P J V Kinver+ 1 293 592 137 933 239 865 1 268 960 – – 2 940 350R Pilkington 1 347 979 179 201 282 386 – – – 1 809 566C B Sheppard 1 564 797 126 257 193 846 – – – 1 884 900Non-executive directorsL Boyd∞∞¥ – – – – 60 000 30 000 90 000C B Brayshaw*†∞∞¥ – – – – 60 000 85 000 145 000B E Davison∞*∞∞¥++(six months toDecember 2003) 1 328 889 202 636 – – 65 000 – 1 596 525M W King∞∞¥ – – – – 60 000 30 000 90 000B A Khumalo#¥ – – – – 30 000 – 30 000W A Nairn#¥ – – – – 60 000 – 60 000T H Nyasulu∞∞¥* – – – – 55 667 26 667 82 334A J Trahar*∞∞¥ – – – – 60 000 30 000 90 000T A Wixley*†∞∞¥ – – – – 60 000 140 000 200 000P L Zim¥ – – – – 8 315 – 8 315Alternate director:V P Uren† – – – – – 20 000 20 00020 998 526 3 140 196 4 451 990 16 776 924 583 982 361 667 46 313 285Salary and benefits include cash, medical aid, car scheme, personal computer scheme and entertainment allowances.Retirement benefits include provident fund, pension fund, flexi-pension, and deferred compensation.* Remuneration Committee member† Audit Committee member∞∞ Nomination Committee member¥ Corporate Governance Committee member# Safety, Health and Environment Committee member∞ Retired as Executive Director on 30 June 2003.$ In addition to the emoluments set out, Eric Ngubane received a severance package of R4 million.+ Resigned as an Alternate Director 1 August 2003.++ 50% of salary and retirement benefits received from Anglo American South Africa has been included due to servicesrendered to the Company.‡ An amount of R567 728 was paid to Ralph Havenstein upon joining the Company as an enlistment incentive. RalphHavenstein was appointed 1 July 2003.• Bonuses pertain to the year ended 31 December 2002 and paid in March 2003.33

Neither the Company nor its subsidiaries have made any loans or furnished any security for the benefit of any director ormanager or any associate of any director or manager.There will be no changes to the directors’ remuneration as a consequence of the rights offer.No service contracts exist between the Company and any of its directors or alternate directors having notice periodsexceeding one month or providing for compensation and benefits in excess of one month’s salary. Summaries of theexecutive directors’ service contracts are available for inspection as set out in paragraph 13 below.There were no fees paid to a third party in lieu of directors’ fees, other than those noted above.9.3 Directors’ interests in transactionsNone of the directors of the Company had any interest in any transaction during the current orimmediately preceding financial year or during an earlier financial year, which remains in anyrespect outstanding or unperformed.9.4 Directors’ interests in ordinary sharesThe shareholdings of directors and alternate directors in the ordinary shares of the Company at31 December 2003 did not individually exceed 1% of the Company’s issued share capital and areas set out in the table below.2003 2003 2002 2002Number of shares held beneficially Direct Indirect Direct IndirectL Boyd 963 – – –C B Brayshaw 300 – 300 –B E Davison 2 000 20 067 2 000 20 067D T G Emmett 4 1 615 4 1 615M W King 1 200 – 1 200 –W A Nairn 759 – 759 –R H H van Kerckhoven 4 – 4 –T A Wixley 300 – 300 –Total 5 530 21 682 4 567 21 682Note:No director had any non-beneficial interests in any shares in 2003 or 2002.In addition to the above, the directors and their alternates who held office on 31 December 2003were interested in 334 371 options to acquire ordinary shares in the Company at that date, at anaverage price of R169.44 cents per share. Subsequent to the year-end, none of the directorsexercised any options to shares.No other material change in the aforegoing interests has taken place between 31 December 2003and the date of this circular.Save for the Company’s share option scheme, no arrangements to which the Company was a partyexisted at the end of the financial year, or at any time during the year, that would have enabled thedirectors or their families to acquire benefits by means of the acquisition of shares in the Company.10. CONSENTSAll the Company’s professional advisers have given and have not, prior to the last practicable date,withdrawn their written consents to the inclusion of their names and, where applicable, reports in theform and context in which they appear in this circular.11. REGISTRATION AND LODGING OF DOCUMENTSA copy of the form of instruction was registered with the Registrar in terms of section 146A of the Act.The following documents were lodged with the Registrar in terms of section 146A of the Act:– a copy of this circular;– the letter from the JSE confirming its approval of the rights offer;– powers of attorney from the directors;34

– copies of the underwriting agreement and the sworn declaration as required by section 146A readwith section 153(1) of the Act; and– the written consents of the legal advisers, independent reporting accountants, investment bank,sponsor, underwriters and transfer secretaries to the Company to act in the capacities stated and totheir names and reports, where applicable, being included in this circular in the form and context inwhich they are presented, which consents had not been withdrawn prior to lodging these documentsfor registration.12. DIRECTORS’ RESPONSIBILITY STATEMENTThe directors of the Company, whose names are set out on page 14 of this circular, collectively andindividually, accept full responsibility for the accuracy of the information given in this circular and certifythat, to the best of their knowledge and belief, there are no facts the omission of which would make anystatement in this circular false or misleading and that they have made all reasonable enquiries toascertain such facts and that this circular contains all the information required by law and the JSEListings Requirements.13. DOCUMENTS AVAILABLE FOR INSPECTIONThe following documents, or copies thereof, are available for inspection at the registered office of theCompany and at the office of the Company Secretary, Room 1330, 55 Marshall Street, Johannesburg,2001 (PO Box 62179, Marshalltown, 2107), during business hours from Monday, 10 May 2004 untilFriday, 28 May 2004:– the Company’s Memorandum of Association and Articles;– the audited consolidated financial statements of Anglo Platinum for the three financial years ended31 December 2003;– the signed independent reporting accountants’ report on the pro forma financial information, the textof which is included as Appendix 6 to this circular;– the underwriting agreement;– the irrevocable undertaking;– a summary of directors’ service contracts;– the written consents of the Company’s professional advisers; and– a signed copy of this circular.SIGNED AT JOHANNESBURG ON 7 APRIL 2004 ON BEHALF OF ALL THE DIRECTORS OF THE COMPANYIN TERMS OF POWERS VESTED IN THEM BY POWERS OF ATTORNEY WITH FULL POWER OFSUBSTITUTION GIVEN BY EACH OF THE OTHER DIRECTORS OF THE COMPANY.35

APPENDIX 1SHAREHOLDERS’ RESOLUTION CONTAINING THE RIGHTS AND PRIVILEGESOF THE PREFERENCE SHARESSPECIAL RESOLUTION NUMBER 2“Resolved that, subject to the passing and registration of special resolution number 1, the Company’sArticles be and they are amended by the insertion of Article 144 as follows:‘144 The following rights and privileges shall attach to the 40 000 000 convertible perpetual cumulativepreference par value shares of 1 cent each:144.1 In this Article 144, unless clearly inconsistent with or otherwise indicated by the context:144.1.1 “Additional Call Option” has the meaning set out in Article 144.11;144.1.2 “Applicable Procedures” means the rules and operating procedures and listingrequirements for the time being of STRATE, CSDPs, brokers and the JSE, as thecase may be;144.1.3 “Business Day” means a day (other than a Saturday or Sunday or public holidayin South Africa), which is a day on which commercial banks settle Rand paymentsin Johannesburg and on which the JSE is open for business and PreferenceShares and Ordinary Shares may be traded on the JSE;144.1.4 “Call Option” has the meaning set out in Article 144.10;144.1.5 “Certificate” means a Certificate issued in respect of a Preference Share;144.1.6 “Certificated Preference Share” means a Preference Share that has not beenDematerialised;144.1.7 “Conversion Date” means in relation to any Preference Share any specifiedBusiness Day after the Issue Date, but no later than the Final Conversion Date,selected by a Holder, which date must be in accordance with the ApplicableProcedures;144.1.8 “CSDP” means a Central Securities Depository Participant, registered in terms ofthe Custody and Administration of Securities Act, 1992 (Act 85 of 1992), asamended;144.1.9 “Dematerialise(d)” means the process by which securities held by holders ofcertificated shares are converted to or held in electronic form as uncertificatedsecurities and recorded in a sub-register of security holders maintained bya CSDP;144.1.10 “Dematerialised Preference Share(s)” means a Preference Share which hasbeen Dematerialised;144.1.11 “Dividend Dates” has the meaning set out in Article 144.4;144.1.12 “Exercise Amount” has the meaning set out in Article 144.10;144.1.13 “Final Conversion Date” means the fifth anniversary of the Issue Date;144.1.14 “Holder” means the holder of Preference Shares as recorded in the Register or ina Sub-Register;144.1.15 “Issue Date” means the date on which the Preference Shares are issued asdetermined by the resolution of directors of the Company in respect of theallotment and issue of Preference Shares;144.1.16 “Issue Price” means the price at which the Company will allot and issue thePreference Shares, being R100 (One Hundred Rand) per Preference Share and asset out more fully in Article 144.2;144.1.17 “JSE” means the JSE Securities Exchange South Africa;36

144.1.18 “Ordinary Share(s)” means ordinary shares currently each having a par value ofR0,10 (ten cents) in the share capital of the Company, ranking pari passu with allthe other such ordinary shares in the issued share capital of the Company andlisted on the JSE;144.1.19 “Preference Dividend” has the meaning set out in Article 144.3;144.1.20 “Preference Share(s)” means the 40 000 000 (forty million) convertible perpetualcumulative preference par value shares of R0.01 (one cent) each;144.1.21 “Prime Rate” means the publicly quoted basic rate of interest (expressed as anominal annual compounded monthly in arrear rate) levied by The Standard Bankof South Africa Limited from time to time on unsecured overdraft, determined by anauthorised signatory of The Standard Bank of South Africa Limited, whoseappointment and authority need not be proved;144.1.22 “Rand” or “R” means the lawful currency of South Africa, being South AfricanRand, or any successor currency;144.1.23 “Register” means the register of holders of Certificated Preference Shares;144.1.24 “STRATE” means STRATE Limited (Registration number 1998/022242/06), aregistered central securities depository in terms of the Custody and Administrationof Securities Act, 1992 (Act 85 of 1992), as amended;144.1.25 “STRATE System” means a clearing and settlement environment for securitiestransactions to be settled and transfer of ownership to be recorded electronically,managed by STRATE; and144.1.26 “Sub-Register” means a sub-register of holders of Dematerialised PreferenceShares maintained by a CSDP.144.2 The Preference Shares shall have a par value of R0.01 (one cent) each, and shall be allottedand issued, credited as fully paid in a single tranche of 40 000 000 Preference Shares at apremium of R99.99 (Ninety-Nine Rand and Ninety-Nine cents) per Preference Share againstreceipt of the subscription price of R100 (One Hundred Rand) for each Preference Share.144.3 The Preference Shares shall confer on the Holder thereof the right to receive, out of the profitsof the Company, a 6 (six)-monthly preferential cash dividend (the “Preference Dividend”), ifdeclared in accordance with the discretion conferred on the shareholders or the directors inaccordance with Company’s Articles of Association. Such Preference Dividends will rank inpriority to any dividends which after the Issue Date may be declared in respect of anyOrdinary Shares in the Company but pari passu in respect of any dividends declared on anyother preference shares in the Company.144.4 The Preference Dividends shall be due and payable, if declared, 6 (six)-monthly in arrear onthe Dividend Dates, save in respect of the first Preference Dividend, which shall be for theperiod from the Issue Date to the first Dividend Date on such basis as may be determined byresolution of directors of the Company in respect of and at the time of the allotment and issueof the Preference Shares. The Preference Dividend shall be cumulative on such basis as maybe determined by the Directors of the Company, by way of resolution of directors, in respectof and at the time of the allotment and issue of the Preference Shares.144.5 The Preference Dividend for each of the Preference Shares shall be calculated at a fixed orfloating rate as may be determined by the resolution of directors of the Company in respectof and at the time of the allotment and issue of the Preference Shares.144.6 The Preference Shares shall, at the election of the Holder, be convertible into Ordinary Sharesof the Company on the basis and in such ratio and in accordance with such terms andprocedures as may be determined by the directors of the Company, by way of a resolution ofdirectors, in respect of and at the time of the allotment and issue of the Preference Shares,provided that a maximum of 10 (ten) Preference Shares shall be convertible into 1 (one)Ordinary Share pursuant to the terms and procedures determined by the resolution ofdirectors. Any increase in the share capital of the Company required as a result of theconversion of Preference Shares into Ordinary Shares shall be effected by transferring anamount equal to such increase in the share capital from the Company’s share premiumaccount, which arose on the issue of the Preference Shares, or reserves, to the Company’sshare capital account.37

144.7 Forthwith upon any such conversion of Preference Shares, the Company shall issue to theHolder free of charge, a new Certificate for the Certificated Preference Shares so convertedinto Ordinary Shares against lodgement of the share certificate for the shares so convertedand, if the conversion does not relate to all the Preference Shares comprised in the Certificateso lodged, a new Certificate for the balance of the convertible Preference Shares shall beissued by the Company. Dematerialised Preference Shares shall be dealt with in accordancewith the Applicable Procedures.144.8 Ordinary Shares arising as a result of the conversion of Certificated Preference Shares shallbe in certificated form and Ordinary Shares arising as a result of the conversion ofDematerialised Preference Shares shall be in Dematerialised form. Holders of CertificatedPreference Shares must surrender their Certificates in respect of the relevant PreferenceShares held by them at least 7 (seven) days prior to the Conversion Date, failing which noconversion shall be effected. Dematerialised Preference Shares will be dealt with inaccordance with the Applicable Procedures.144.9 Should a Holder elect not to convert all or any part of its holding into Ordinary Shares prior toor on the Final Conversion Date, such unconverted Preference Shares shall, subject toArticles 144.10 and 144.11 below, continue to exist as Preference Shares and shall afford theHolder such rights and privileges as may be specified by the directors of the Company inrespect of and at the time of the allotment and issue of the Preference Shares.144.10 The Company shall have the right on the Final Conversion Date to redeem or acquire all orany part of a Holder’s Preference Shares (the “Call Option”). Should the Company not redeemor acquire all the issued but unconverted Preference Shares on the Final Conversion Date,such remaining Preference Shares shall continue to exist as Preference Shares as providedfor in Article 144.9 above. The terms relating to the Call Option (including the ExerciseAmount payable by the Company) shall be determined by the resolution of directors of theCompany in respect of and at the time of the allotment and issue of the single tranche of40 000 000 Preference Shares. The Exercise Amount shall be no less than the aggregate ofthe Issue Price and all cumulative Preference Dividends not yet declared and will becalculated up to and including the day on which the Call Option is exercised.144.11 In addition to the Company’s Call Option on the Final Conversion Date as described inArticle 144.10 above, the Company shall have an additional right to acquire or redeem all orany Preference Shares in existence subsequent to the Final Conversion Date on eachDividend Date relating to such Preference Shares (the “Additional Call Option”). Unless theAdditional Call Option is exercised (and the Exercise Amount is paid by the Company), suchPreference Shares shall continue in perpetuity. The terms relating to the Additional Call Optionshall be determined by the resolution of directors of the Company in respect of and at the timeof the allotment and issue of the Preference Shares.144.12 The right to Preference Dividends shall lapse from the exercise by the Company of either theCall Option or the Additional Call Option. Should the Company fail to pay the Exercise Amounton the date designated for payment, interest at the Prime Rate shall accrue on the ExerciseAmount from the date designated for payment to the day prior to the actual date of paymentof the Exercise Amount, provided that the Company shall not be liable for such interest in thecase of Certificated Preference Shares, if the Holder thereof has failed to surrender therelevant Certificates, unless the Company thereafter fails to pay the Exercise Amount within7 (seven) Business Days of receipt of the Certificates (the “Due Date”) in which case interestshall accrue from the Due Date.144.13 Save as set out in this Article 144 of the Company’s Articles of Association, the PreferenceShares shall not be entitled to any participation in the profits or assets of the Company, or, ona winding-up or liquidation of the Company, in any of the surplus assets of the Company.144.14 The Preference Shares shall confer the right, on a winding-up of the Company, to therepayment, out of the surplus assets of the Company, of the capital and any premium paid upthereon, together with payment of all declared but unpaid Preference Dividends calculated tothe date of repayment of capital, in priority to the Ordinary Shares of the Company and anyother class of shares of the Company not ranking in priority to or pari passu with the PreferenceShares but shall have no further right to participate in the surplus assets of the Company.38

144.15 The Company shall be obliged to give the Holder notice, in terms of the Act, of any meetingof preference shareholders. At every meeting of the Holders, the provisions of the Company’sArticles of Association relating to general meetings of ordinary members shall apply mutatismutandis, unless amended by the resolution of directors of the Company in respect of and atthe time of the allotment and issue of the Preference Shares. A quorum at any such classmeeting of Holders shall be any person or persons holding or representing by proxy at leastone quarter of the issued Preference Shares, provided that if at any adjournment of suchmeeting a quorum is not so present, the provisions of the said articles of association relatingto adjourned general meetings shall, mutatis mutandis, apply.144.16 Payment in respect of Preference Dividends on the Dividend Dates and/or Exercise Amounton the exercise of the Call Option or Additional Call Option, as the case may be, shall bemade by electronic transfer for credit to an account nominated in writing by each Holder.144.17 The Company shall not be entitled at any time after the date of issue of the Preference Sharesto create and/or allot and issue any further shares (whether of the same class as thePreference Shares or not) ranking in priority to the Preference Shares, provided that theCompany shall be entitled to create and/or allot and issue further Preference Shares (whetherof the same class as the Preference Shares or not), ranking pari passu with the PreferenceShares.144.18 On the exercise of the Call Option or Additional Call Option, the Company may apply its sharepremium account in redeeming the premium payable on redemption or acquisition of thePreference Shares.144.19 The Holders shall not be entitled to vote, either in person or by proxy, at any meeting of theCompany, by virtue or in respect of the Preference Shares, unless any one or more of thefollowing circumstances prevail at the date of the meeting:144.19.1 the Preference Dividend or any part thereof remains in arrear and unpaid after7 (seven) days from the due date thereof;144.19.2 any Exercise Amount remains in arrear and unpaid after 7 (seven) days from thedue date thereof; or144.19.3 a resolution of the Company is proposed which affects the rights attached to thePreference Shares or the interest of the Holders including, but not limited to, aresolution for the winding-up of the Company or reduction of capital or sharepremium.144.20 At every general meeting or adjourned general meeting of the Company at which holders ofthe Ordinary Shares and the holders of the Preference Shares are present and entitled to vote,upon a poll, a Holder of Preference Shares shall be entitled to that proportion of the total votesin the Company which the aggregate amount of the par value of the Preference Shares heldby it bears to the aggregate amount of the par value of all shares issued by the Company atthe relevant time.’ ”SPECIAL RESOLUTION NUMBER 3“Resolved that, subject to the passing and registration of special resolutions 1 and 2, the authorised sharecapital of the Company be increased by an amount equal to any increase in the issued share capital of theCompany arising on a conversion of the convertible perpetual cumulative preference shares to ordinaryshares in terms of Article 144.6, provided that such increase shall not exceed more than 10% of theauthorised share capital at the date of registration of this special resolution and provided further that no suchincrease shall be effective until such time as the requisite form CM11 (or other prescribed forms) shall havebeen lodged with the Companies and Intellectual Property Registration Office and all requisite duty inrespect of such increase in authorised capital shall have been paid.”39

APPENDIX 2DIRECTORS’ RESOLUTION CONTAINING THE RIGHTS AND PRIVILEGES OFTHE PREFERENCE SHARESResolved that:1. The Company allot and issue the convertible perpetual cumulative preference par value shares of R0.01(one cent) each (the “Preference Shares”) to all shareholders, underwriters and renouncees whosubscribe for the Preference Shares pursuant to the Company’s rights offer which the Company is toundertake in respect of such Preference Shares, at a subscription price of R100 (one hundred Rand) perPreference Share.2. In terms of the powers conferred upon the directors in terms of Article 144, the directors determine thatthe following specific rights and privileges shall be applicable to the Preference Shares in addition to therights and privileges contained in Article 144:2.1 For purposes of this resolution words and phrases not defined in this resolution shall have themeanings as defined in Article 144 of the Company’s Articles of Association. In this resolution,unless clearly inconsistent with or otherwise indicated by the context:2.1.1 “Additional Ordinary Shares” means the number of additional Ordinary Shares which willfall to be issued to the relevant Holder as a result of a Retroactive Adjustment of theConversion Price;2.1.2 “Capital Distribution” means:2.1.2.1 any Dividend which is a distribution of share capital or share premium; or2.1.2.2 any Dividend for any financial year of the Company (“the Relevant Dividend”) if thesum of:(a) the Fair Market Value of the Relevant Dividend; and(b) the Fair Market Value of the aggregate of any other Dividend or Dividends inrespect of such financial year (disregarding for such purpose any amountpreviously determined to be a Capital Distribution in respect of that financialyear) (such sum being the “Current Year’s Dividends”),results in the Dividend Cover being less than 1.4 times, and in such case the amount of therelevant Capital Distribution shall be the amount by which the Current Year’s Dividendsresults in the Dividend Cover being less than 1.4 times;2.1.3 “Conversion Notice” means in relation to any Preference Shares a notice given to theCompany by Holders in accordance with paragraph 2.5;2.1.4 “Conversion Price” means the volume weighted average price for an Ordinary Share aspublished by, or derived from, the JSE for 1 (one) Ordinary Share for the 4 (four)consecutive Business Days prior to the last day to trade the Letters of Allocation on theJSE, plus a 30% (thirty percent) premium thereon, subject to adjustment in thecircumstances set out or referred to in paragraph 2.6;2.1.5 “Conversion Rights” means the right of a Holder to require the conversion of all or someof its Preference Shares on any Conversion Date as described in paragraph 2.5;2.1.6 “Current Market Price Per Ordinary Share” means at a particular date the volumeweighted average price for an Ordinary Share published by, or derived from the JSE for1 (one) Ordinary Share for the 5 (five) consecutive Business Days ending on the BusinessDay immediately preceding the particular date provided that if at any time during the said40

5 (five)-day period the Ordinary Shares shall have been quoted ex-dividend (or ex-anyother entitlement) and during some other part of the 5 (five)-day period the Ordinary Sharesshall have been quoted cum-dividend (or cum any other entitlement) then the volumeweighted average price will be adjusted to exclude or include, as appropriate, that portionof the volume weighted average price attributable to such dividend or entitlement;2.1.7 “Dividend” means any dividend or distribution by the Company whether of cash, assetsor other property, and whenever paid or made and however described (and for thesepurposes a distribution of assets includes without limitation an issue of shares or othersecurities credited as fully or partly paid up (other than an issue of Ordinary Shares fallingwithin paragraph 2.6.2 by way of capitalisation of profits or reserves)), provided that:(a) where a cash Dividend is announced which is to be, or may at the election of a holderor holders of Ordinary Shares be settled by the issue or delivery of Ordinary Shares orother property or assets, then, for the purposes of this definition, the value of theDividend in question shall be the greater of (i) the amount of such cash Dividend or(ii) the Fair Market Value on the date of announcement of such Dividend of the OrdinaryShares or other property or assets to be issued or delivered in settlement of suchDividend (or which would be issued if all holders of Ordinary Shares elected therefore,regardless of whether any such election is made);(b) a purchase of Ordinary Shares by or on behalf of the Company or any Subsidiary ofthe Company shall not constitute a Dividend unless the volume weighted averageprice per Ordinary Share (as Independently Determined) (before expenses) in respectof all such purchases exceeds by more than 5% the volume weighted average priceof the Ordinary Shares published on the JSE on the five Business Days immediatelypreceding (1) the day on which the relevant Ordinary Shares are purchased; or(2) where an announcement (excluding for the avoidance of doubt, any generalauthority for such purchases approved by the Company in general meeting or anynotice convening such a meeting) has been made of the intention to purchaseOrdinary Shares at some future date at a specified price, the date of suchannouncement,in which case such excess shall be deemed to constitute a Dividend in respect of suchOrdinary Shares purchased by the Company;2.1.8 “Dividend Cover” means the Company’s dividend cover expressed as such in its annualfinancial statements for the relevant financial year which is calculated by dividing theCompany’s headline earnings per share (as defined in Circular 7/2002 as issued inDecember 2002 by The South African Institute of Chartered Accountants) for that financialyear by the Current Year’s Dividends (as defined in paragraph 2.1.2.2(b));2.1.9 “Fair Market Value” means with respect to any property on any date the IndependentlyDetermined fair market value of that property provided that (i) the fair market value of acash dividend paid or to be paid shall be the amount of such cash dividend, (ii) whereoptions, warrants, other rights or entitlements to such options, warrants or other rights arepublicly traded in a market of adequate liquidity, as Independently Determined, the fairmarket value of such options, warrants, other rights or entitlements to such options,warrants or other rights shall equal the volume weighted average prices of such options,warrants, other rights or entitlements to such options, warrants or other rights during thepreceding 5 (five) trading days on the relevant market ending on the trading datepreceding the valuation date, or such shorter period as such options, warrants or otherrights or entitlements to such options, warrants or other rights have been publicly traded,(iii) where options, warrants, other rights or entitlements to such options, warrants or otherrights are not publicly traded (as aforesaid) the fair market value of such options, warrants,other rights or entitlements to such options, warrants or other rights will be asIndependently Determined on the basis of a commonly accepted market valuation method;2.1.10 “Independently Determined” means determined by an independent investment bank ofinternational repute or independent accountants selected by the Company;2.1.11 “Issue Date” means 31 May 2004;41

2.1.12 “Letters of Allocation” means the renounceable (nil paid) letters of allocation issued bythe Company in electronic form pursuant to the Company’s rights offer in respect of thePreference Shares, which will be tradable on the JSE;2.1.13 “Securities” includes, without limitation, Ordinary Shares or any instruments convertibleinto equity in the share capital of the Company;2.1.14 “Subsidiary” means any subsidiary (within the meaning of Section 1 of the CompaniesAct, 1973);2.2 The Preference Shares shall confer on the Holder thereof the right to a Preference Dividend, ifdeclared, and which shall be determined in the manner set out in paragraphs 2.3 and 2.4 below.2.3 Save for the first Preference Dividend, the Preference Dividends shall, on declaration, becalculated on a daily basis 6 (six)-monthly in arrear up to 31 May and 30 November of each year(the “Dividend Dates”) and be payable to Holders registered as such on the relevant record datein respect of such Preference Dividend. The first Preference Dividend shall be in respect of theinitial period from the Issue Date and ending on the first Dividend Date thereafter (including the firstday but excluding the last day of such period) and thereafter in respect of each periodcommencing on the Dividend Date for the preceding period and ending on the next succeedingDividend Date (including the first day and excluding the last day of such period). The PreferenceDividends shall be paid as soon as possible after each Dividend Date in accordance with theApplicable Procedures, or earlier should the JSE so permit.2.4 The Preference Dividend for each of the Preference Shares shall be calculated in arrear inaccordance with the following formula:B x C x DA = ––––––––––––365Where:A = the Preference Dividend per Preference Share;B = 6.38% per annum subject to paragraph 2.7;C = the number of days of the relevant period for which the Preference Dividend is calculated;andD = the Issue Price of the Preference Share,provided that if the Preference Dividend is not declared, then no dividend shall be declared inrespect of the Ordinary Shares and the Company shall not make any capitalisation issue ofOrdinary Shares in lieu of a dividend until all arrear Preference Dividends shall have been declaredand paid, in preference to any dividend payable to ordinary shareholders, and the PreferenceShares shall be cumulative in this regard.2.5 Each Preference Share shall, at the election of the Holder, be convertible into the relevant numberof Ordinary Shares of the Company as set out in paragraph 2.5.3, on any Business Day followingthe Issue Date up until the day before the Final Conversion Date, on the following basis:2.5.1 should a Holder elect to have all or any part of its holding of Preference Shares convertedinto Ordinary Shares, such Holder shall provide the Company with a written notice (the“Conversion Notice”) of its election at the address provided by the Company from time totime for delivery of such notices, such written Conversion Notice:2.5.1.1 indicating the number of Preference Shares held by such Holder; and2.5.1.2 specifying the number of Preference Shares to be converted by way of thatConversion Notice, provided that such number shall either be all the PreferenceShares held by such Holder or shall be a multiple of 1 000 (one thousand)Preference Shares; and42

2.5.1.3 specifying the Conversion Date upon which conversion shall occur which date(i) must be a date after the Issue Date, but before the Final Conversion Date (ii) isnot less than 12 (twelve) Business Days nor more than 60 (sixty) calendar daysafter the date of receipt of the Conversion Notice by the Company and (iii) must bea Business Day, provided that the Conversion Date shall not be within the periodon or after the finalisation date of any corporate action affecting the OrdinaryShares, up to and including the record date in accordance with the ApplicableProcedures in respect of such corporate action (as such dates are defined in theListings Requirements of the JSE); and2.5.1.4 be accompanied by the Certificates (if a Certificated Preference Share) for therelevant Preference Shares.2.5.2 A Conversion Notice given by a Holder under this paragraph 2.5 is irrevocable.2.5.3 The number of Ordinary Shares into which Preference Shares shall be converted in termsof this paragraph 2.5.3 shall be determined by dividing the aggregate Issue Price of therelevant Preference Shares being converted by the Conversion Price; the number ofOrdinary Shares resulting from the application of the resultant ratio shall be roundedupwards or downwards to the nearest whole number so that the conversion shall be for awhole number of Ordinary Shares.2.5.4 Subject to paragraph 2.5.1.4, Ordinary Shares arising as a result of the conversion ofCertificated Preference Shares shall be allotted and issued on the Conversion Date incertificated form and Ordinary Shares arising as a result of the conversion ofDematerialised Preference Shares shall be allotted and issued on the Conversion Date indematerialised form. Dematerialised Preference Shares will be dealt with in accordancewith the Applicable Procedures.2.5.5 Each Ordinary Share arising on conversion of any Preference Shares will rank equally in allrespects and form one class with the Ordinary Shares in issue at the relevant ConversionDate, provided that where the Conversion Date occurs after a record date for a dividenddeclared by the Company or by the board of directors of the Company to be payable toholders of Ordinary Shares, that Ordinary Share will not participate in the relevant dividend.2.5.6 Upon the conversion of the relevant number of Preference Shares taking effect, suchnumber of Preference Shares shall be automatically converted into the relevant number of,and thereafter be designated and known as, Ordinary Shares.2.6 The Conversion Price will be adjusted in the following circumstances:2.6.1 Consolidation or Subdivision: If and whenever there shall be an alteration to the parvalue of the Ordinary Shares as a result of consolidation or subdivision, the ConversionPrice shall be adjusted by multiplying the Conversion Price in force immediately prior tosuch alteration by the following fraction:where:ABA––––Bis the par value of 1 (one) Ordinary Share immediately after such alteration; andis the par value of 1 (one) Ordinary Share immediately before such alteration.Such adjustment shall become effective on the date that the alteration takes effect.2.6.2 Capitalisation of Profits or Reserves: If and whenever the Company shall issue anyOrdinary Shares credited as fully paid to the holders of Ordinary Shares (“Shareholders”) byway of capitalisation of profits or reserves (including any share premium account or capitalredemption reserve) other than Ordinary Shares issued instead of the whole or any part ofa cash dividend which the Shareholders would or could otherwise have received or theissue of Ordinary Shares by way of a capitalisation of any amounts arising by virtue of the43

conversion of Preference Shares into Ordinary Shares as contemplated in paragraph 2.5.3,the Conversion Price shall be adjusted by multiplying the Conversion Price in forceimmediately prior to such issue by the following fraction:where:A––––BA is the aggregate par value of the issued Ordinary Shares immediately before suchissue; andBis the aggregate par value of the issued Ordinary Shares immediately after such issue.Such adjustment shall become effective on the date of issue of such Ordinary Shares.2.6.3 Capital Distribution: If and whenever the Company shall pay or make any CapitalDistribution to the Shareholders, the Conversion Price shall be adjusted by multiplying theConversion Price in force immediately prior to such Capital Distribution by the followingfraction:where:ABA – B–––––Ais the Current Market Price Per Ordinary Share on the dealing day immediatelypreceding the date on which the Ordinary Shares are traded on the JSE ex-the relevantCapital Distribution; andis the portion of the Fair Market Value (as determined as at the date of announcementof the relevant Dividend) of the Capital Distribution attributable to 1 (one) OrdinaryShare.Such adjustment shall become effective on the date on which such Capital Distributionis made.2.6.4 Rights Issues of Ordinary Shares or Options over Ordinary Shares: If and wheneverthe Company shall issue Ordinary Shares to Shareholders as a class by way of rights, orissue or grant Shareholders as a class by way of rights options, warrants or other rights tosubscribe for or purchase or otherwise acquire any Ordinary Shares, in each case at aprice per Ordinary Share which is less than 95% (ninety-five percent) of the Current MarketPrice Per Ordinary Share on the Business Day last preceding the date of announcement ofthe terms of the issue or grant of such Ordinary Shares, options, warrants or other rights,the Conversion Price shall be adjusted by multiplying the Conversion Price in forceimmediately prior to such issue or grant by the following fraction:where:ABCA + B––––––––A + Cis the number of Ordinary Shares in issue immediately before such announcement;is the number of Ordinary Shares which the aggregate amount (if any) payable for theOrdinary Shares issued by way of rights, or for the options or warrants or other rightsissued by way of rights and for the total number of Ordinary Shares comprised therein,would purchase at such Current Market Price Per Ordinary Share; andis the number of Ordinary Shares issued or, as the case may be, comprised in thegrant.Such adjustment shall become effective on the first date on which the Ordinary Shares aretraded ex-rights, ex-options or ex-warrants on the JSE.44

2.6.5 Rights Issues of other securities: If and whenever the Company shall issue anysecurities (other than Ordinary Shares or options, warrants or other rights to subscribe foror purchase or otherwise acquire any Ordinary Shares) to Shareholders as a class by wayof rights or grant to Shareholders as a class by way of rights, options, warrants or otherrights to subscribe for or purchase or otherwise acquire any securities (other than OrdinaryShares or options, warrants or other rights to subscribe for or purchase or otherwiseacquire any Ordinary Shares), the Conversion Price shall be adjusted by multiplying theConversion Price in force immediately prior to such issue or grant by the following fraction:where:ABA – B––––––Ais the Current Market Price per Ordinary Share on the Business Day immediatelypreceding the date on which the terms of such issue or grant are publicly announced;andis the Fair Market Value on the date of such announcement of the portion of the rightsattributable to 1 (one) Ordinary Share.Such adjustment shall become effective on the first date on which the Ordinary Shares aretraded ex-rights, ex-options or ex-warrants on the JSE.2.6.6 Issues at less than Current Market Price: If and whenever the Company shall issue(otherwise than as mentioned in paragraph 2.6.4) wholly for cash any Ordinary Shares(other than Ordinary Shares issued on the exercise of Conversion Rights or on the exerciseof any other rights of conversion into, or exchange or subscription for or purchase of,Ordinary Shares or Ordinary Shares issued pursuant to the Company’s dividendreinvestment programme outlined in the circular to Shareholders dated 16 February 2004,or any substantially similar dividend reinvestment programme resulting in Ordinary Sharesbeing issued at a discount of not more than 5% (five percent) to the Current Market PricePer Ordinary Share 15 Business Days before the record date to receive the cash dividend),or grant (otherwise than as mentioned in paragraph 2.6.4) wholly for cash or for noconsideration any options, warrants or other rights to subscribe for or purchase orotherwise acquire any Ordinary Shares, in each case at a price per Ordinary Share whichis less than 95% (ninety-five percent) of the Current Market Price Per Ordinary Share on theBusiness Day immediately preceding the date of announcement of the terms of such issueor grant, the Conversion Price shall be adjusted by multiplying the Conversion Price inforce immediately prior to such issue by the following fraction:where:A + B–––––––A + CA is the number of Ordinary Shares in issue immediately before the issue of suchOrdinary Shares or the grant of such options, warrants or rights;Bis the number of Ordinary Shares which the aggregate consideration (if any) receivablefor the issue of such Ordinary Shares or, as the case may be, for the Ordinary Sharesto be issued or otherwise made available upon the exercise of any such options,warrants or rights would purchase at such Current Market Price Per Ordinary Share;andC is the maximum number of Ordinary Shares to be issued pursuant to such issue ofsuch additional Ordinary Shares or upon exercise of such options, warrants or rights.Such adjustment shall become effective on the date of issue of such additional OrdinaryShares or, as the case may be, the grant of such options, warrants or rights.2.6.7 Other Issues at less than Current Market Price: If and whenever the Company or anySubsidiary of the Company or (at the direction or request of or pursuant to anyarrangements with the Company or any Subsidiary of the Company) any other company,45

person or entity (otherwise than as mentioned in paragraphs 2.6.4, 2.6.5 or 2.6.6) shallissue wholly for cash or for no consideration any securities (other than the PreferenceShares) which by their terms of issue carry (directly or indirectly) rights of conversion into,or exchange or subscription for, or rights to purchase, or otherwise to acquire, OrdinaryShares issued or to be issued by the Company (or shall grant any such rights in respect ofexisting securities so issued) or securities which by their terms might be redesignated asOrdinary Shares, and the consideration per Ordinary Share receivable upon conversion,exchange, subscription, purchase, acquisition or redesignation is less than 95% (ninetyfivepercent) of the Current Market Price Per Ordinary Share on the Business Day lastpreceding the date of the first public announcement of the terms of issue of such securities(or the terms of such grant), the Conversion Price shall be adjusted by multiplying theConversion Price in force immediately prior to such issue (or grant) by thefollowing fraction:where:A + B––––––––A + CABCis the number of Ordinary Shares in issue immediately before such issue or grant (but,where the relevant securities carry rights of conversion into, or rights of exchange orsubscription for, or purchase or acquisition of, Ordinary Shares which have beenissued by the Company for the purposes of, or in connection with, such issue or grant,less the number of such Ordinary Shares so issued);is the number of Ordinary Shares which the aggregate consideration (if any) receivablefor the Ordinary Shares to be issued or otherwise made available upon conversion orexchange or upon exercise of the rights of subscription or purchase or acquisitionattached to such securities or, as the case may be, for the Ordinary Shares to beissued or to arise from any such redesignation would purchase at such Current MarketPrice Per Ordinary Share; andis the maximum number of Ordinary Shares to be issued or otherwise made availableupon conversion or exchange of such securities or upon the exercise of such rights ofsubscription or purchase or acquisition attached thereto at the initial conversion,exchange or subscription price or rate or, as the case may be, the maximum numberof Ordinary Shares to be issued or to arise or be made available from any suchredesignation.Such adjustment shall become effective on the date of issue or grant of such securities.2.6.8 Modification of Rights of Conversion etc: If and whenever there shall be anymodification of the rights of conversion, exchange, subscription, purchase or acquisitionattaching to any such securities as are mentioned in paragraph 2.6.7 (other than inaccordance with the terms (including terms as to adjustment) applicable to suchsecurities) so that following such modification the consideration per Ordinary Sharereceivable is less than 95% (ninety-five percent) of the Current Market Price Per OrdinaryShare on the Business Day immediately preceding the date of announcement of theproposals for such modification, the Conversion Price shall be adjusted by multiplying theConversion Price in force immediately prior to such modification by the following fraction:where:A + B––––––––A + CAis the number of Ordinary Shares in issue immediately before such modification (but,where the relevant securities carry rights of conversion into, or rights of exchange orsubscription for or purchase of or acquisition of, Ordinary Shares which have beenissued by the Company for the purposes of, or in connection with, such issue, less thenumber of such Ordinary Shares so issued);46

BCis the number of Ordinary Shares which the aggregate consideration (if any) receivablefor the Ordinary Shares to be issued or otherwise made available upon conversion orexchange or upon exercise for the rights of subscription or purchase or acquisitionattached to the securities so modified would purchase at the Current Market Price PerOrdinary Share or, if lower, the existing conversion, exchange, subscription orpurchase price of such securities; andis the maximum number of Ordinary Shares to be issued or otherwise made availableupon conversion or exchange of such securities or upon the exercise of such rights ofsubscription, purchase or acquisition attached thereto at the modified conversion,exchange, subscription or purchase price or rate but giving credit in such mannerIndependently Determined to be appropriate for any previous adjustment under thisparagraph 2.6.8 or paragraph 2.6.7.Such adjustment shall become effective on the date of modification of the rights ofconversion, exchange, subscription, purchase or acquisition attaching to such securities.2.6.9 Change of Control and offers to Minorities: If an offer is made to all (or as nearly as maybe practicable all) Shareholders or all (or as nearly as may be practicable all) Shareholdersother than the offeror and/or any associate(s) of the offeror (as defined in Section 440A ofthe Companies Act, 1973, or any modification or re-enactment thereof) to acquire thewhole or any part of the issued Ordinary Share capital of the Company or if any personproposes a scheme with regard to such acquisition and (such offer or scheme havingbecome or been declared unconditional in all respects) the Company becomes aware thatthe right to cast more than 50% (fifty percent) of the votes which may ordinarily be cast ona poll at a general meeting of the Company has or will become unconditionally vested inthe offeror and/or such associate(s) as aforesaid or an offer is made to acquire 100% (onehundred percent) of the Company’s issued Ordinary Shares or the Ordinary Shares aredelisted from the JSE (a “Relevant Event”), the Company shall give written notice thereofto the Holders (which shall include notice of the Conversion Price applicable inconsequence of the Relevant Event as set out below, as adjusted where appropriate(proportionately on each adjustment to the Conversion Price under the foregoingprovisions of this paragraph 2.6 and 2.6.10 below)) within 14 (fourteen) calendar days ofthe first day on which it becomes so aware, which notice shall contain a statementinforming Holders of their entitlement to exercise their Conversion Rights as provided inthese rights and privileges. Upon any exercise of Conversion Rights within 60 (sixty)calendar days following a Relevant Event or, if later, 60 (sixty) calendar days following thedate on which notice thereof is given or prior to the closing date of the relevant offer(whichever is the earlier), the Conversion Price shall be as set out below, but in each caseadjusted, if appropriate, under the foregoing provisions of this paragraph 2.6.9. Holdersshall not be entitled to exercise their Conversion Rights either after the lapse of the relevant60 (sixty) calendar days period referred to above or the closing date of the relevant offer(whichever is the earlier), provided that should the relevant offer be unsuccessful orotherwise fail, Holders shall retain their Conversion Rights as set out in paragraph 2.5above.Conversion DateAdjusted Conversion Priceas a percentage of existingConversion PriceOn or before 31 May 2005 81.54%Thereafter, but on or before 31 May 2006 86.15%Thereafter, but on or before 31 May 2007 90.77%Thereafter, but on or before 31 May 2008 95.38%Thereafter, and until the Final Maturity Date 100.00%The Company undertakes to use all reasonable endeavours to procure that a like orcomparable offer (in respect of the offer in respect of the Ordinary Shares of the Company)is made by the offeror and/or associates of the offeror to the Holders in respect of theirPreference Shares.47

The Company shall procure that Holders are furnished with all documentation furnished toOrdinary Shareholders in respect of the Relevant Event at the same time as OrdinaryShareholders.Provided the offer in respect of the Ordinary Shares of the Company is successful and ifthe Preference Shares are not converted in terms of this paragraph, or the comparableoffer is not accepted by a Holder, then the Holder shall thereafter no longer be entitled toelect to convert such Preference Shares into Ordinary Shares and the provisions ofparagraph 2.7 shall mutatis mutandis be immediately applicable in respect of suchPreference Shares. The Company shall however not be entitled to exercise its Call Optionor Additional Call Option prior to the dates set out in paragraph 2.8. However, should theoffer in respect of the Ordinary Shares of the Company not be successful or otherwise fail,the Holder shall retain its Conversion Rights as set out in paragraph 2.5 above.2.6.10 Other Events: If the Company determines that an adjustment should be made to theConversion Price as a result of one or more events or circumstances not referred to inparagraphs 2.6.1 to 2.6.9 (even if the relevant event or circumstance is specificallyexcluded from the operation of paragraphs 2.6.1 to 2.6.9), the Company shall forthwith, atits own expense and acting reasonably, request an independent investment bank inJohannesburg of international repute or firm of auditors, selected by the Company actingas expert, to determine as soon as practicable what adjustment (if any, and provided thatit shall result in a reduction to the Conversion Price) to the Conversion Price is fair andreasonable to take account thereof and the date on which such adjustment should takeeffect and upon such determination such adjustment (if any) shall be made and shall takeeffect in accordance with such determination.2.6.11 Calculation of consideration: For the purpose of any calculation of the considerationreceivable pursuant to paragraphs 2.6.6, 2.6.7 and 2.6.8, the following provisionsshall apply:2.6.11.1 the aggregate consideration receivable for Ordinary Shares issued for cash shallbe the amount of such cash provided that in no case shall any deduction bemade for any commission, fees or any expenses paid or incurred by theCompany for any underwriting of the issue or otherwise in connection therewith;2.6.11.2 (1) the aggregate consideration receivable for Ordinary Shares to be issued orotherwise made available upon the conversion or exchange of any securitiesshall be deemed to be the consideration received or receivable for any suchsecurities and (2) the aggregate consideration receivable for Ordinary Shares tobe issued or otherwise made available upon the exercise of rights of subscriptionattached to any securities or upon the exercise of any options, warrants or rightsshall be deemed to be that part (which may be the whole) of the considerationreceived or receivable for such securities or, as the case may be, for suchoptions, warrants or rights which is attributed by the company to such rights ofsubscription or, as the case may be, such options, warrants or rights or, if no partof such consideration is so attributed the Fair Market Value of such rights ofsubscription or, as the case may be, such options, warrants or rights as at thedate of the first public announcement of the terms of issue of such securities or,as the case may be, such options, warrants or rights, plus in the case of each of(1) and (2) above, the additional minimum consideration (if any) to be receivedupon the conversion or exchange of such securities, or upon the exercise of suchrights of subscription attached thereto or, as the case may be, upon exercise ofsuch options, warrants or rights (the consideration in all such cases to bedetermined subject to the proviso in paragraph 2.6.11.1 above) and (3) theconsideration per Ordinary Share receivable upon the conversion or exchangeof, or upon the exercise of such rights of subscription attached to, such securitiesor, as the case may be, upon exercise of such options, warrants or rights shall bethe aggregate consideration referred to in (1) or (2) above (as the case may be)converted into South African Rand if such consideration is expressed in acurrency other than South African Rand at such rate of exchange as is48

2.6.12 General:Independently Determined to be the spot rate ruling at the close of businesson the date of the first public announcement of the terms of issue of suchsecurities, divided by the number of Ordinary Shares to be issued uponsuch conversion or exchange or exercise at the initial conversion, exchangeor subscription price or rate.2.6.12.1 On any adjustment pursuant to this paragraph 2.6, the resultant ConversionPrice, if not an integral multiple of R0.01 (one cent), shall be rounded down to thenearest multiple of R0.01 (one cent). No adjustment shall be made to theConversion Price where such adjustment (rounded down if applicable) would beless than 1 (one) percent of the Conversion Price then in effect. Any adjustmentnot required to be made after rounding up or down shall be taken account of inany subsequent adjustment, and any amount by which the Conversion Priceshould be adjusted, shall be carried forward and taken into account in anysubsequent adjustment.2.6.12.2 No adjustment will be made to the Conversion Price where Ordinary Shares orother securities (including rights, warrants or options) are issued, offered,exercised, allotted, appropriated, modified or granted to employees (includingdirectors holding executive office) of the Company or any Subsidiary or anyassociated company of the Company pursuant to any share option scheme.2.6.12.3 Where more than one event which gives or may give rise to an adjustment to theConversion Price occurs within such a short period of time that, in the opinion ofan independent investment bank of international repute in Johannesburgselected by the Company, a modification to the operation of the adjustmentprovisions is required in order to give the intended result, such modification shallbe made to the operation of the adjustment provisions as may be advised bysuch investment bank to be in its opinion appropriate to give such intendedresult.2.6.12.4 Where the circumstances giving rise to any adjustment pursuant to thisparagraph 2.6 have already resulted or will result in an adjustment to theConversion Price or where the circumstances giving rise to any adjustment ariseby virtue of any other circumstances which have already given or will give rise toan adjustment to the Conversion Price, such modification shall be made to theoperation of the provisions of this paragraph 2.6 as may be advised by of anindependent investment bank of international repute in Johannesburg selectedby the Company to be in its opinion appropriate to give the intended result.2.6.12.5 If any doubt shall arise as to the appropriate adjustment to the Conversion Price,a certificate of an independent investment bank of international repute inJohannesburg selected by the Company shall be conclusive and binding on allconcerned, save in the case of manifest or proven error.2.6.12.6 If the Conversion Date in relation to any Preference Share falls after the recorddate for any such issue, distribution, grant or offer (as the case may be) as ismentioned in paragraphs 2.6.2 to 2.6.5 and paragraph 2.6.9, or any such issueas is mentioned in paragraphs 2.6.6 and 2.6.7 which is made to the Shareholdersor any of them, but before the relevant adjustment becomes effective under thisparagraph 2.6 (such adjustment a “Retroactive Adjustment”) the Company shall(conditional upon the Retroactive Adjustment becoming effective) procure thatthere shall be issued to each converting Holder (or in accordance with theinstructions contained in the Conversion Notice) such number of AdditionalOrdinary Shares as, together with the Ordinary Shares issued or to be issued onconversion of the relevant Preference Share, is equal to the number of OrdinaryShares which would have been required to be issued on the conversion of such49

Preference Share if the relevant adjustment (more particularly referred to in theserights and privileges) to the Conversion Price had in fact been made and becomeeffective immediately after the relevant record date.2.6.12.7 References to any issue or offer to Shareholders “as a class” or “by way ofrights” shall be taken to be references to an issue or offer to all or substantiallyall Shareholders other than Shareholders to whom, by reason of the laws of anyterritory or requirements of any recognised regulatory body or any other stockexchange in any territory or in connection with fractional entitlements, it isdetermined not to make such issue or offer.2.6.12.8 Holders shall be informed of any adjustments to be made to the Conversion Pricepursuant to this paragraph 2.6 by way of a SENS announcement through the JSEor such other means as the directors of the Company may deem fit.2.6.12.9 Notwithstanding any adjustment to the Conversion Price pursuant to thisparagraph 2.6, the number of Ordinary Shares resulting from any conversion shallalways be rounded upwards or downwards so that the conversion shall be for awhole number of Ordinary Shares.2.6.12.10In determining the number of Ordinary Shares in issue for purposes of calculatingany adjustment to the Conversion Price pursuant to this paragraph 2.6, thenumber and value of any Ordinary Shares held by any Subsidiary of theCompany shall be deducted, except in respect of adjustment in terms ofparagraph 2.6.1.2.7 As provided for in Article 144.11 of the Company’s Articles of Association, should a Holder electnot to convert all or any part of its holding into Ordinary Shares prior to or on the Final ConversionDate, such unconverted Preference Shares shall, subject to paragraph 2.8 below, continue to existas Preference Shares and shall afford the Holder the rights that accrued to the Holder in respectof the Preference Shares prior to the Final Conversion Date (except for the right of conversion intoOrdinary Shares and except that “B” in the formula set out in paragraph 2.4 shall mean 72,5%(seventy-two comma five percent) of the Prime Rate, expressed as a percentage), until the exerciseby the Company of its Additional Call Option as provided for in paragraph 2.10 below.2.8 The Company shall have the Call Option on the Final Conversion Date, to redeem or acquire all orany part of a Holder’s Preference Shares. The Call Option may not be exercised in respect of anyPreference Shares in relation to which a Conversion Notice is given by the Holder. Thereafter theCompany shall have an Additional Call Option to redeem or acquire all or any part of a Holder’sPreference Shares on a Dividend Date. The Call Option or Additional Call Option shall be exercisedby written notice given by the Company to the Holder on the Final Conversion Date or DividendDate, as the case may be, provided that if such date is not a Business Day then on the nextsucceeding Business Day in which case the Call Option or Additional Call Option, as the case maybe, shall be deemed to have been exercised on the Final Conversion Date or relevant DividendDate, as the case may be.2.9 The amount at which the Company shall exercise the Call Option provided for in paragraph 2.8above or the Additional Call Option provided for in paragraph 2.10 below, shall be an amountequal to:2.9.1 the Issue Price; plus2.9.2 any cumulative Preference Dividends not yet declared up to the day on which the CallOption or Additional Call Option is exercised, (the “Exercise Amount”).2.10 The Company shall pay to the Holder the Exercise Amount in respect of any Preference Sharesacquired or redeemed pursuant to the Call Option or Additional Call Option. The Company shall beobliged to pay the Exercise Amount within 5 (five) Business Days following the Final ConversionDate (in respect of the Call Option) or within 5 (five) Business Days following the relevant DividendDate (in respect of the Additional Call Option), subject in the case of Certificated Preference Shares50

to the surrender of the relevant share certificates by the Holder and in the case of DematerialisedPreference Shares to the Applicable Procedures (the “Exercise Date”).2.11 The Call Option and the Additional Call Option shall be exercised by written notice to the Holdergiven by the Company no less than 30 (thirty) calendar days prior to the Final Conversion Date orthereafter the relevant Dividend Date, as the case may be.2.12 Change in tax legislation2.12.1 If there is a change to the Income Tax Act, 1962 (“Income Tax Act”) prior to the FinalConversion Date that results in Preference Dividends declared being taxable in the handsof the Holders but a deductible expense in the hands of the Company, then the Companyshall increase the Preference Dividend in question in accordance with the followingformula:AD = ––––––1 – Twhere:D = the increased Preference Dividend;A = the Preference Dividend prior to any increase; andT = the rate of income tax applicable to companies expressed as a percentage.2.12.2 If there is a change to the Income Tax Act after the Final Conversion Date that results inPreference Dividends declared after the Final Conversion Date being taxable in the handsof the Holders, then in respect of the period commencing on the first Dividend Date afterthe introduction of such change and thereafter, the Company shall increase the PreferenceDividend in question in accordance with the formula set out in paragraph 2.12.1.2.12.3 No changes to the amount of the dividend shall be made as a result of any changes to therate of Secondary Tax on Companies which may be applicable to the Company from timeto time.51

APPENDIX 3TABLE OF ENTITLEMENT AND ILLUSTRATIVE CONVERSION TABLETABLE AThe number of rights to preference shares to which rights participants will become entitled will be as set outbelow, based on the assumption that ordinary shareholders will be entitled to 18.4249 preference shares forevery 100 ordinary shares held.Once the entitlement ratio has been applied to the number of ordinary shares held by each ordinaryshareholder, the resultant number will be rounded in order to ensure that whole shares are issued. Therounding convention is applicable to all allocations which will be rounded up or down to the nearest wholenumber if they are more than or equal to, or less than 0.5, respectively.Number of Number of Number ofpreference preference preferenceNumber of shares to Number of shares to Number of shares toexisting which a existing which a existing which aordinary shareholder ordinary shareholder ordinary shareholdershares held is entitled shares held is entitled shares held is entitled1 0 35 6 69 132 0 36 7 70 133 1 37 7 71 134 1 38 7 72 135 1 39 7 73 146 1 40 7 74 147 1 41 8 75 148 1 42 8 76 149 2 43 8 77 1410 2 44 8 78 1411 2 45 8 79 1512 2 46 9 80 1513 2 47 9 81 1514 3 48 9 82 1515 3 49 9 83 1516 3 50 9 84 1617 3 51 9 85 1618 3 52 10 86 1619 4 53 10 87 1620 4 54 10 88 1621 4 55 10 89 1722 4 56 10 90 1723 4 57 11 91 1724 4 58 11 92 1725 5 59 11 93 1726 5 60 11 94 1727 5 61 11 95 1828 5 62 12 96 1829 5 63 12 97 1830 6 64 12 98 1831 6 65 12 99 1832 6 66 12 100 1833 6 67 1234 6 68 1352

TABLE BThe table below provides an example of the number of ordinary shares to which holders of preference shareswill become entitled in the event of conversion, provided no other corporate actions which affect theconversion price of the preference shares as set out in the rights and privileges thereof, take place in themeantime. The table is based on the assumption of a share price of R300 per ordinary share and aconversion price of R390 per share. Once the appropriate conversion price has been applied, the resultantnumber will be rounded in order to ensure that whole shares are issued.The rounding convention is applicable to all allocations which will be rounded up or down to the nearestwhole number if they are more than or equal to, or less than 0.5, respectively.Number of Number of Number ofNumber of ordinary Number of ordinary Number of ordinarypreference shares on preference shares on preference shares onshares held conversion shares held conversion shares held conversion1 0 35 9 69 182 1 36 9 70 183 1 37 9 71 184 1 38 10 72 185 1 39 10 73 196 2 40 10 74 197 2 41 11 75 198 2 42 11 76 199 2 43 11 77 2010 3 44 11 78 2011 3 45 12 79 2012 3 46 12 80 2113 3 47 12 81 2114 4 48 12 82 2115 4 49 13 83 2116 4 50 13 84 2217 4 51 13 85 2218 5 52 13 86 2219 5 53 14 87 2220 5 54 14 88 2321 5 55 14 89 2322 6 56 14 90 2323 6 57 15 91 2324 6 58 15 92 2425 6 59 15 93 2426 7 60 15 94 2427 7 61 16 95 2428 7 62 16 96 2529 7 63 16 97 2530 8 64 16 98 2531 8 65 17 99 2532 8 66 17 100 2633 8 67 1734 9 68 1753

APPENDIX 4UNDERWRITERSUNDERWRITERNameAnglo South Africa Capital (Proprietary) LimitedShare capitalRAuthorised999 999 ordinary shares of one cent each 9 999.991 preference share of one cent 0.01Issued8 ordinary shares of one cent each 0.081 preference share of one cent 0.01Company secretary and registered officeAnglo Operations Limited44 Main StreetJohannesburg2001BankerFirst National Bank, a division of FirstRand Bank LimitedIncorporationDate: 4 February 1999Place:PretoriaRegistration number: 1999/002391/07DirectorsP R N ArthurD D BarberP M BaumB E DavisonP C HoldingN B MbazimaW A NairnA J TraharP L Zim54

UNDERWRITERNameThe Standard Bank of South Africa LimitedShare capitalRAuthorised600 000 000 ordinary shares of R1.00 each 600 000 000Issued59 997 103 ordinary shares of R1.00 each 59 997 103Company secretary and registered officeL Wulfsohn9th Floor, Standard Bank Centre5 Simmonds StreetJohannesburg, 2001BankerThe Standard Bank of South Africa LimitedIncorporationDate: 13 March 1962Place:PretoriaRegistration number: 1962/000738/06DirectorsD E CooperJ H MareeD D B BandE I R BradleyT EvansT S GcabasheD A HawtonSir P JudgeS J MacozomaR P MenellAdv K D MorokaA C NissenR A PlumbridgeM J D RuckSir R SmithDr C L StalsDr C B Strauss55

APPENDIX 5PRO FORMA BALANCE SHEET OF THE COMPANY AT 31 DECEMBER 2003INTRODUCTIONThis appendix presents the pro forma balance sheet of the Group at 31 December 2003. It providesinvestors with information about the impact that the rights offer might have had on the historical financialinformation of the Group, had the rights offer been effected on 31 December 2003.The pro forma balance sheet, which is the responsibility of the directors of the Company, has been preparedfor illustrative purposes only and may, because of its nature, not give a true reflection of the Group’s financialposition.BASIS OF PREPARATIONThe pro forma balance sheet presented in this appendix has been based on the published audited annualfinancial statements of the Group for the year ended 31 December 2003.The adjustments to the financial information set out in the following page are based on the assumption thatthe issue of the preference shares took place on 31 December 2003 for the purposes of calculating thefinancial effects on the balance sheet and the net asset value per share.56

CONSOLIDATED PRO FORMA BALANCE SHEETAudited –BeforeAfteradjustmentsadjustments31 December 31 December2003 Adjustments 2003Rm Rm RmASSETSNon-current assets 22 493.9 22 493.9Property, plant and equipment 14 550.8 14 550.8Capital work-in-progress 7 249.2 7 249.2Platinum Producers’ Environmental Trust 113.4 113.4Investment in associates 484.0 484.0Non-current accounts receivable 96.5 96.5Current assets 5 295.7 5 295.7Inventories 2 439.6 2 439.6Accounts receivable 2 286.7 2 286.7Cash and cash equivalents 569.4 569.4Total assets 27 789.6 27 789.6EQUITY AND LIABILITIESShare capital and reservesShare capital 21.5 0.4 21.9Share premium 796.3 3 929.6 4 725.9Unrealised hedging deficit (164.0) (164.0)Accumulated profits before proposed dividendand related Secondary Tax on Companies 11 768.9 11 768.9Accumulated profits after proposed dividendand related STC 11 114.6 11 114.6Proposed ordinary dividend 581.6 581.6STC in respect of proposed ordinary dividends 72.7 72.7Shareholders’ equity 12 422.7 3 930.0 16 352.7Non-current liabilities 5 560.8 5 560.8Deferred taxation 4 438.9 4 438.9Environmental obligations 308.7 308.7Employees’ service benefit obligations 488.9 488.9Obligations due under finance leases 324.3 324.3Current liabilities 9 806.1 (3 930.0) 5 876.1Interest bearing borrowings 7 168.1 (3 930.0) 3 238.1Accounts payable 1 903.4 1 903.4Other financial liabilities 336.2 336.2Taxation 398.4 398.4Total equity and liabilities 27 789.6 27 789.6Note:Issue costs of R70 million have been assumed.57

APPENDIX 6INDEPENDENT REPORTING ACCOUNTANTS’ REPORT ON THE PRO FORMAFINANCIAL INFORMATION RELATING TO THE RIGHTS OFFER“The DirectorsAnglo American Platinum Corporation Limited55 Marshall StreetJohannesburg2001 15 March 2004Dear SirsREPORT OF THE INDEPENDENT REPORTING ACCOUNTANTS ON THE PRO FORMAFINANCIAL INFORMATIONINTRODUCTIONAnglo American Platinum Corporation Limited (“the Company”) intends raising approximately R4 billion fromthe rights issue of convertible perpetual cumulative preferences shares.We report on the unaudited pro forma financial effects and balance sheet (“the unaudited pro forma financialinformation”) set out in paragraphs 7.1 and Appendix 5 to the circular, respectively, to the Company’sshareholders to be dated on or about 10 May 2004.The unaudited pro forma financial information has been prepared, for illustrative purposes only, to provideinformation on the impact of the rights issue on the financial position and results of the Company. Becauseof its nature, the pro forma financial information may not give a fair reflection of the Company’s financialposition after the issue.At your request and for the purpose of the transaction, we present our report on the unaudited pro formafinancial information of the Company in compliance with the Listings Requirements of the JSE SecuritiesExchange South Africa.RESPONSIBILITIESThe directors of the Company are solely responsible for the compilation, contents and presentation of theunaudited pro forma financial information to which this independent reporting accountants’ report relatesand for the financial statements and financial information from which it has been prepared.It is our responsibility to review the unaudited pro forma financial information and to report to you. We do notaccept any responsibility for any reports previously given by us on any financial information used in thecompilation of the unaudited pro forma financial information, beyond that owed to those to whom thosereports were addressed at their dates of issue.SCOPEWe conducted our review in accordance with the guidance issued by The South African Institute ofChartered Accountants. Our work, which did not involve any independent examination of any of theunderlying financial information, consisted primarily of agreeing the unadjusted financial information to thepublished consolidated audited financial results of the Company for the year ended 31 December 2003,considering the assumptions supporting the adjustments to the unaudited pro forma financial information,recalculating the amounts based on the information obtained and discussing the unaudited pro formafinancial information with the directors and management of the Company.Had we performed additional procedures or had we performed an audit or review of the pro forma financialinformation in accordance with Statements of South African Auditing Standards, other matters might havecome to our attention that would have been reported to you.58

OPINIONBased on our review, nothing has come to our attention that causes us to believe that:– the unaudited pro forma financial information has not been properly compiled on the basis stated;– such basis is inconsistent with the accounting policies of the Company;– the adjustments are not appropriate for the purposes of the unaudited pro forma financial information interms of Section 8.30 of the JSE Listings Requirements.Yours faithfullyDeloitte & ToucheRegistered Accountants and AuditorsChartered Accountants (SA)Deloitte PlaceThe WoodlandsWoodmeadSandton2196”59

APPENDIX 7EXTRACT FROM THE AUDITED CONSOLIDATED ANNUAL FINANCIALSTATEMENTS OF THE COMPANYCONSOLIDATED INCOME STATEMENT for the year ended 31 DecemberNotes 2003 2002 2001Rm Rm RmGross sales revenue 1 16 508.6 20 285.7 18 690.9Commission paid (408.2) (733.0) (812.0)Net sales revenue 16 100.4 19 552.7 17 878.9Cost of sales (segmental information) (12 190.5) (10 129.9) (8 262.9)Gross profit on metal sales 3 909.9 9 422.8 9 616.0Other net (expenditure)/income 5 (269.3) (754.7) 2 452.7Market development and promotional expenditure (257.5) (266.5) (251.0)Operating profit 3 383.1 8 401.6 11 817.7Net interest (paid)/received 6 (236.9) 155.7 340.3Income from associates 14 35.0 181.6 170.6Profit before taxation 7 3 181.2 8 738.9 12 328.6Taxation 8 (1 089.3) (2 998.9) (4 308.8)Net profit 2 091.9 5 740.0 8 019.8Headline earnings 2 091.7 5 630.4 8 008.2Number of ordinary shares in issue (millions) 215.4 214.9 214.1Weighted average number of ordinary sharesin issue (millions) 215.1 214.5 217.0Earnings per share (cents) 9– Basic 972.5 2 676.0 3 695.8– Headline 972.4 2 624.9 3 690.4– Diluted (basic) 971.2 2 671.0 3 692.4– Diluted (headline) 971.1 2 620.0 3 687.0Dividends per share (cents) 640 1 800 2 700– Interim 370 900 1 100– Final 270* 900 1 100– Special – – 500Dividend cover (headline earnings) 1.5 1.5 1.7Reconciliation between basicand headline earningsNet profit 2 091.9 5 740.0 8 019.8Adjustments:Profit on disposal of mineral rights 5 (64.6) (98.0) –Goodwill amortisation 14 13.1 – –Negative goodwill amortisation 14 (11.6) (11.6) (11.6)Scrapping of property, plant and equipment 62.9 – –Carrying amount 89.8 – –Deferred taxation effect (26.9) – –Headline earnings 2 091.7 5 630.4 8 008.2*Proposed ordinary dividend60

SEGMENTAL INFORMATION for the year ended 31 DecemberPurchasedmetals inNotes Mined concentrate TotalRm Rm Rm2003Gross sales revenue 16 161.3 347.3 16 508.6Commission paid (399.2) (9.0) (408.2)Net sales revenue 15 762.1 338.3 16 100.4Cost of sales (11 923.1) (267.4) (12 190.5)On-mine (9 968.9) – (9 968.9)Cash operating costs 2 (9 027.1) – (9 027.1)Amortisation 3 (941.8) – (941.8)Purchase of metals in concentrate – (291.6) (291.6)Smelting (1 015.9) (21.2) (1 037.1)Cash operating costs 2 (891.5) (18.6) (910.1)Amortisation 3 (124.4) (2.6) (127.0)Treatment and refining (857.2) (16.9) (874.1)Cash operating costs 2 (781.1) (15.2) (796.3)Amortisation 3 (76.1) (1.7) (77.8)Increase in metal inventories 511.0 73.9 584.9Other costs 4 (592.1) (11.6) (603.7)Gross profit on metal sales 3 839.0 70.9 3 909.9Gross profit margin (%) 23.8 20.4 23.7Cost of sales per Pt ounce sold (R) 5 305 5 735 5 31361

SEGMENTAL INFORMATION (continued)Purchasedmetals inNotes Mined concentrate TotalRm Rm Rm2002Gross sales revenue 20 194.4 91.3 20 285.7Commission paid (723.3) (9.7) (733.0)Net sales revenue 19 471.1 81.6 19 552.7Cost of sales (10 049.2) (80.7) (10 129.9)On-mine (8 017.7) – (8 017.7)Cash operating costs 2 (7 369.4) – (7 369.4)Amortisation 3 (648.3) – (648.3)Purchase of metals in concentrate – (121.9) (121.9)Smelting (690.0) (7.8) (697.8)Cash operating costs 2 (633.6) (7.0) (640.6)Amortisation 3 (56.4) (0.8) (57.2)Treatment and refining (808.3) (2.0) (810.3)Cash operating costs 2 (750.2) (1.8) (752.0)Amortisation 3 (58.1) (0.2) (58.3)Increase in metal inventories 55.4 53.7 109.1Other costs 4 (588.6) (2.7) (591.3)Gross profit on metal sales 9 421.9 0.9 9 422.8Gross profit margin (%) 46.7 1.0 46.5Cost of sales per Pt ounce sold (R) 4 485 8 495 4 50262

SEGMENTAL INFORMATION (continued)Purchasedmetals inNotes Mined concentrate TotalRm Rm Rm2001Gross sales revenue 18 690.9 – 18 690.9Commission paid (812.0) – (812.0)Net sales revenue 17 878.9 – 17 878.9Cost of sales (8 262.9) – (8 262.9)On-mine (6 358.0) – ( 6 358.0)Cash operating costs 2 (5 948.6) – (5 948.6)Amortisation 3 (409.4) – (409.4)Smelting (480.8) – (480.8)Cash operating costs 2 (441.9) – (441.9)Amortisation 3 (38.9) – (38.9)Treatment and refining (704.5) – (704.5)Cash operating costs 2 (654.0) – (654.0)Amortisation 3 (47.7) – (47.7)Amortisation (decommissioning asset) 3 (2.8) – (2.8)Decrease in metal inventories (45.1) – (45.1)Other costs (674.5) – (674.5)Gross profit on metal sales 9 616.0 – 9 616.063

CONSOLIDATED BALANCE SHEET at 31 DecemberNotes 2003 2002 2001Rm Rm RmASSETSNon-current assets 22 493.9 16 192.3 11 468.5Property, plant and equipment 11 14 550.8 10 503.1 7 008.3Capital work-in-progress 12 7 249.2 4 941.5 3 912.9Platinum Producers’ Environmental Trust 13 113.4 89.3 69.5Investment in associates 14 484.0 557.6 265.7Non-current accounts receivable 16 96.5 100.8 212.1Current assets 5 295.7 5 017.6 9 059.6Inventories 17 2 439.6 1 819.9 1 326.4Accounts receivable 18 2 286.7 1 617.7 1 946.8Cash and cash equivalents 19 569.4 1 580.0 5 786.4Total assets 27 789.6 21 209.9 20 528.1EQUITY AND LIABILITIESShare capital and reservesShare capital 20 21.5 21.5 21.4Share premium 796.3 754.0 1 203.6Unrealised hedging deficit 27 (164.0) – –Accumulated profits before proposed ordinarydividend and related Secondary Taxon Companies 11 768.9 12 408.6 11 296.6Accumulated profits after proposed ordinarydividend and related STC 11 114.6 10 232.7 7 449.0Proposed ordinary dividend 581.6 1 934.1 2 354.0Proposed special dividend – – 1 070.0STC in respect of proposed ordinary dividend 72.7 241.8 423.6Shareholders’ equity 12 422.7 13 184.1 12 521.6Non-current liabilities 5 560.8 4 687.5 3 266.3Deferred taxation 21 4 438.9 3 870.0 2 562.3Environmental obligations 22 308.7 192.8 174.3Employees’ service benefit obligations 23 488.9 488.3 529.7Obligations due under finance leases 24 324.3 136.4 –Current liabilities 9 806.1 3 338.3 4 740.2Interest bearing borrowings 25 7 168.1 – –Accounts payable 26 1 903.4 1 857.4 1 731.6Other financial liabilities 27 336.2 36.3 –Taxation 30 398.4 1 444.6 3 008.6Total equity and liabilities 27 789.6 21 209.9 20 528.164

GROUP STATEMENT OF CHANGES IN EQUITYUnrealised Accumu-Share Share hedging latedcapital premium deficit profits TotalRm Rm Rm Rm RmBalance as at 31 December 2001 –previously reported 21.4 1 203.6 – 11 296.6 12 521.6Change in accounting policy withrespect to recognising metals inconcentrate as inventory on thebalance sheet 215.4 215.4Gross 322.1 322.1Taxation (106.7) (106.7)Balance as at 31 December 2001 –restated 21.4 1 203.6 – 11 512.0 12 737.0Net profit 5 740.0 5 740.0Dividends paid in cash (Note 10) (5 362.9) (5 362.9)Share capital issued 0.1 74.8 74.9Repurchase of ordinary shares – (524.4) 519.5 (4.9)Cost of shares sold by wholly-ownedsubsidiary to Company 0.2 491.8 492.0Unrealised after-tax Group profiton disposal of Company shares 27.7 27.7Shares repurchased by Companyfrom wholly-owned subsidiary(cancelled) (0.2) (524.4) (524.6)Balance at 31 December 2002 21.5 754.0 – 12 408.6 13 184.1After-tax changes in forward metalprices (Note 27) (164.0) (164.0)Net profit 2 091.9 2 091.9Dividends paid in cash (Note 10) (2 731.6) (2 731.6)Share capital issued –* 42.3 42.3Balance at 31 December 2003 21.5 796.3 (164.0) 11 768.9 12 422.7*Less than R50 00065

CONSOLIDATED CASH FLOW STATEMENT for the year ended 31 DecemberNotes 2003 2002 2001Rm Rm RmCash flows from operating activitiesCash receipts from customers 15 476.5 20 004.9 17 700.8Cash paid to suppliers and employees (12 117.2) (10 387.5) (5 122.3)Cash from operations 29 3 359.3 9 617.4 12 578.5Interest paid (277.4) (35.4) (19.9)Taxation paid 30 (1 474.9) (3 304.1) (2 588.7)Net cash from operating activities 1 607.0 6 277.9 9 969.9Cash flows used in investing activitiesPurchase of property, plant and equipment 31 (7 423.6) (5 994.1) (3 586.1)Proceeds from sale of plant, equipmentand mineral rights 134.8 778.4 31.7Investment in associates (1.5) (312.4) (2.4)Interest received 6 106.7 195.4 373.9Growth in Platinum Producers’ Environmental Trust 6 11.2 7.7 –Capital reduction by Northam Platinum Limited 14 28.7 39.0 –Dividends received 47.3 89.7 122.8Net cash used in investing activities (7 096.4) (5 196.3) (3 060.1)Cash flows from/(used in) financing activitiesProceeds from the issue of share capital –* 0.1 0.1Increase in share premium 42.3 74.8 70.7Own shares purchased – – (1 195.7)Payment of long-term borrowings – – (33.9)Raised from current interest bearing borrowings 7 168.1 – –Dividends paid 10 (2 731.6) (5 362.9) (6 087.4)Net cash from/(used in) financing activities 4 478.8 (5 288.0) (7 246.2)Net decrease in cash and cash equivalents (1 010.6) (4 206.4) (336.4)Cash and cash equivalents at beginning of year 1 580.0 5 786.4 6 122.8Cash and cash equivalents at end of year 19 569.4 1 580.0 5 786.4Movement in net debtNet cash at beginning of year 1 443.6 5 786.4Net cash from operating activities 1 607.0 6 277.9Net cash used in investing activities (7 096.4) (5 196.3)Other (2 877.2) (5 424.4)Net (debt)/cash at end of year (6 923.0) 1 443.6Made up as follows:Cash and cash equivalents 569.4 1 580.0Interest bearing borrowings (7 168.1) –Obligations due under finance leases (324.3) (136.4)*Less than R50 000(6 923.0) 1 443.666

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS for the year ended 31 December2003 2002RmRm1. GROSS SALES REVENUESales revenue emanates from the following principal regions:Precious metals 14 903.0 18 662.7Europe 6 206.0 8 646.7Asia 5 103.9 6 700.2North America 1 934.6 1 697.6Africa 1 658.5 1 618.2Base metals 1 539.7 1 549.3Africa 1 340.0 1 278.2Europe 100.4 135.9Asia 82.2 115.4Other 17.1 19.8Other 65.9 73.7Africa 50.0 48.4Asia 15.9 25.316 508.6 20 285.7Gross sales revenue by metal:Platinum 11 793.5 12 527.4Palladium 1 746.7 3 773.9Rhodium 923.1 1 862.5Nickel 1 357.0 1 325.2Other 688.3 796.7Gross sales revenue 16 508.6 20 285.72. CASH OPERATING COSTSCash operating costs consist of the following principal categories:TreatmentOn-mine* Smelting and refiningRm Rm Rm2003Labour 3 915.7 191.2 273.3Stores 2 619.5 252.1 259.4Utilities 588.4 220.7 52.0Contracting 942.0 60.7 2.4Sundry 961.5 185.4 102.2Toll-refining – – 107.09 027.1 910.1 796.32002Labour 3 382.0 138.7 252.2Stores 2 122.4 153.7 239.4Utilities 510.0 113.2 43.2Contracting 572.2 115.4 1.6Sundry 782.8 119.6 90.1Toll-refining – – 125.5*On-mine costs comprise mining and concentrating costs7 369.4 640.6 752.067

2003 2002RmRm3. AMORTISATION OF OPERATING ASSETSAmortisation of mining and process property, plant and equipmentconsists of the following categories:Mining 941.8 648.3Smelting 127.0 57.2Treatment and refining 77.8 58.31 146.6 763.84. OTHER COSTSOther costs consist of the following principal categories:Research 203.1 151.8Corporate costs 144.8 124.9Exploration 91.3 139.3Contributions to educational and community development 54.9 62.8Transport of metals 38.2 39.9Royalties paid 21.6 31.1Special projects 14.3 24.2Regional Services Council levies and other 35.5 17.3603.7 591.35. OTHER NET (EXPENDITURE)/INCOMEOther net (expenditure)/income consists of the followingprincipal categories:Realised and unrealised foreign exchange losses (417.2) (879.1)Restructuring costs* (111.4) –Profit on commodity contracts 157.3 –Profit on disposal of mineral rights (Note 7) 64.6 98.0Other 37.4 26.4*Restructuring costs mainly relate to costs incurred as a result of the slowdownof expansion projects.(269.3) (754.7)6. NET INTEREST (PAID)/RECEIVEDNet interest (paid)/received consists of the followingprincipal categories:Interest expensed (286.9) (35.4)Interest paid (487.4) (35.4)Less: Capitalised 200.5 –Time value of money adjustment to environmental obligations (Note 22) (68.3) (13.4)Decommissioning (62.9) (10.7)Restoration (5.4) (2.7)Interest received 106.7 195.4Growth in Platinum Producers’ Environmental Trust (Note 13) 11.2 7.7Dividends received 0.4 1.4(236.9) 155.768

2003 2002RmRm7. PROFIT BEFORE TAXATIONProfit before taxation is arrived at after taking account of:Auditors’ remuneration 6.2 5.3Audit fees 3.6 2.9Other services 2.6 2.4Internal audit projects, tax compliance, and accounting work 1.2 0.8Shared services consultation 0.4 0.6Assurance services with respect to trading updates,acquisitions, and sustainable development 0.6 0.4Human resources consulting 0.3 0.3Other/Special investigations 0.1 0.3Amortisation and depreciation (Note 11) 1 226.6 797.2Mining and process assets 1 184.8 763.8Operating assets (Note 3) 1 146.6 763.8Amortisation included in other costs 38.2 –Depreciation – non-mining 41.8 33.4Operating lease charges – buildings 15.2 13.7Profit on disposal of plant, equipment and mineral rights 68.5 102.4Mining and process 2.3 4.4Non-mining 1.6 –Mineral rights (Note 5) 64.6 98.08. TAXATIONCurrent 449.5 1 764.1Deferred 639.8 1 234.81 089.3 2 998.9Comprising:South African normal taxation 634.6 2 217.4STC 340.9 679.2Foreign and withholding taxation 113.8 102.31 089.3 2 998.9A reconciliation of the standard rate of South African normal taxationcompared with that charged in the income statement is set outin the following table: % %South African normal taxation 30.0 30.0STC 10.7 7.840.7 37.8Foreign income (9.2) (3.1)Disallowed items 1.1 0.3Other 1.6 (0.7)Effective taxation rate 34.2 34.3RmRmUnredeemed capital expenditure that is available for offsetagainst future taxable income 4 922.8 759.369

9. EARNINGS PER SHAREThe calculation of basic and headline earnings per share is based on earnings of R2 091.9 million andR2 091.7 million respectively (2002: R5 740.0 million and R5 630.4 million) and a weighted average of215 068 863 (2002: 214 482 014) ordinary shares in issue during the year.The calculation of diluted earnings per share, basic and headline, is based on earnings ofR2 091.9 million and R2 091.7 million respectively (2002: R5 740.0 million and R5 630.4 million) anda diluted weighted average of 215 428 748 (2002: 214 932 619) ordinary shares in issue duringthe year.The basis for calculating the diluted weighted average ordinary shares in issue is the weightedaverage number of ordinary shares in issue during the year to which is added the theoretical number ofshares to be issued for no consideration based on the year-end market price. Share options that areout-of-the-money at the year end are not taken into account in the calculation of diluted earningsper share.2003 2002RmRm10. DIVIDENDSDividends paid in cash were as follows:Dividend No. 98 and special dividend 3 430.3Dividend No. 99 1 932.6Dividend No. 100 1 935.4Dividend No. 101 796.22 731.6 5 362.970

2003 2002RmRm11. PROPERTY, PLANT AND EQUIPMENTMining and process (Annexure A)Mining and process property, plant and equipment compriseexpenditure on mineral rights, qualifying exploration cost, properties,shaft-sinking, development, equipment, plant, buildings,decommissioning and mining projects.CostOpening balance 13 556.8 9 353.5Transfer from capital work-in-progress (Note 12) 5 212.3 4 253.8Disposals (143.8) (55.6)18 625.3 13 551.7Addition to decommissioning asset (Note 22) 46.3 5.1Closing balance 18 671.6 13 556.8Accumulated amortisationOpening balance 3 175.0 2 434.5Charge for the year (Note 7) 1 184.8 763.8Disposals (89.7) (23.3)Closing balance 4 270.1 3 175.0Carrying amount – mining and process (Annexure A) 14 401.5 10 381.8Non-mining (Annexure B)Non-mining property, plant and equipment comprise freehold land,plant, equipment, motor vehicles and office equipment.CostOpening balance 276.1 223.9Additions at cost (Note 31) 72.1 80.3Transfer from capital work-in-progress (Note 12) 9.9 –Disposals (67.0) (28.1)Closing balance 291.1 276.1Accumulated depreciationOpening balance 154.8 134.6Charge for year (Note 7) 41.8 33.4Disposals (54.8) (13.2)Closing balance 141.8 154.8Carrying amount – non-mining (Annexure B) 149.3 121.3Total carrying amount 14 550.8 10 503.112. CAPITAL WORK-IN-PROGRESSOpening balance 4 941.5 3 912.9Additions at cost (Note 31) 7 529.9 6 050.2Transfer to mining and process property, plant and equipment (Note 11) (5 212.3) (4 253.8)Transfer to non-mining property, plant and equipment (Note 11) (9.9) –Disposal of 50% of the capital work-in-progress of theModikwa Platinum Mine at cost – (662.7)Transfer of cost related to the Ga-Pila relocation to non-currentaccounts receivable (Note 16) – (105.1)Closing balance 7 249.2 4 941.571

2003 2002RmRm13. PLATINUM PRODUCERS’ ENVIRONMENTAL TRUSTOpening balance 89.3 69.5Contributions 12.9 12.1Growth in Platinum Producers’ Environmental Trust (Note 6) 11.2 7.7Closing balance (Note 22) 113.4 89.314. INVESTMENT IN ASSOCIATESListed – Ordinary shares (market value: R515.8 million(2002: R972.8 million)) 240.6 259.3Unlisted (Directors’ valuation: R243.4 million(2002: R298.3 million)) 243.4 298.3Ordinary shares 159.8 201.6Redeemable preference shares 83.6 96.7484.0 557.6The movement for the year in the Group’s investment in associateswas as follows:Investment in listed and unlisted ordinary sharesCarrying amount – opening balance 460.9 265.7Cost of acquiring investment – 201.6Cost of maintaining shareholding 1.5 2.0Net profit after taxation 13.6 118.9Income from associates 35.0 181.6Net profit before taxation 36.5 170.0Goodwill amortised (13.1) –Negative goodwill amortised 11.6 11.6Taxation (21.4) (62.7)Current (15.4) (12.2)STC (5.4) (16.7)Deferred (0.6) (33.8)Dividends received (46.9) (88.3)Capital reduction (28.7) (39.0)Carrying amount – closing balance 400.4 460.9Investment in redeemable preference shares 83.6 96.7484.0 557.6Unamortised negative goodwill included in the carrying amount (184.7) (196.3)Unamortised goodwill included in the carrying amount 118.0 131.172

Listed investment: Northam Platinum Limited (Northam)At 31 December 2003, the Group held 52 096 216 (2002: 52 020 516) shares in Northam representinga 22.5% interest. Northam operates a mine and processing plants on the Bushveld Complex ofSouth Africa.The summarised financial statements of Northam for the 12 months ended 31 December are outlinedbelow:2003 2002RmRmIncome statementGross sales revenue 1 499.7 1 745.7Net profit before taxation 318.9 755.8Taxation (124.2) (278.4)Net profit after taxation 194.7 477.4Balance sheetNon-current assets 1 352.8 1 261.0Current assets 783.2 890.42 136.0 2 151.4Non-current liabilities 348.3 313.1Current liabilities 227.3 137.6Equity 1 560.4 1 700.72 136.0 2 151.4Unlisted investment: Johnson Matthey Fuel Cell Limited (“JMFC”)At 31 December 2003, the Group held 17.5% of the equity and 43% of the voting rights inJMFC, incorporated in the United Kingdom. The interest is represented by 35 ordinary shares (acquiredfor £13 million) and 7 million redeemable preference shares (acquired for £7 million). JMFC carries onresearch and development for the enhancement and development of fuel cells and all associatedhydrogen generation technology from fuels and the commercial exploitation thereof, includingmanufacture and sale of fuel cell related products.Investment in redeemable preference sharesThe subscription for the redeemable preference shares in JMFC is treated as initial funding by theGroup. Johnson Matthey also provides initial funding in the form of interest bearing debt. The economicreturn on the redeemable preference shares matches the economic return of the initial funding providedby Johnson Matthey, which will equate to United Kingdom market returns. The redeemable preferenceshares are redeemable proportional to the repayment of the initial funding of Johnson Matthey.The summarised financial statements of JMFC for the 12 months ended 31 December are outlinedbelow:2003 2002RmRmIncome statementNet loss before taxation (201.7) –Taxation 60.3 –Net loss after taxation (141.4) –Balance sheetNon-current assets 360.0 379.8Current assets 61.3 19.0421.3 398.8Non-current liabilities 231.6 108.0Current liabilities 16.7 30.3Equity 173.0 260.5421.3 398.873

15. JOINT VENTURESJointly controlled operationThe Group and African Rainbow Minerals (ARM) have established a 50:50 jointly controlled operation,known as the Modikwa Platinum Mine Joint Venture, to undertake mining at Maandagshoek on theeastern limb of the Bushveld Complex.Pooling and Sharing Arrangement (PSA)The Group and Aquarius Platinum (South Africa) (Proprietary) Limited (Aquarius) have pooled certainmineral rights and infrastructure. From 1 November 2003, the two parties share 50:50 in the profits fromthe jointly controlled mine, which is managed by Aquarius (also see Note 33).2003 2002RmRm16. NON-CURRENT ACCOUNTS RECEIVABLENon-current portion of prepaid operating lease rentalsPre-paid operating lease rentals to Ga-Pila (Proprietary) Limited,a company registered in terms of section 21 of theCompanies Act in South Africa 100.8 105.1Less: Short-term portion transferred to accounts receivable (Note 18) (4.3) (4.3)96.5 100.817. INVENTORIESThe amounts attributable to the different categories are as follows:Refined metals 866.4 621.6At cost 821.2 597.7At net realisable value 45.2 23.9Work-in-process at cost 1 246.7 906.6Total metal inventories 2 113.1 1 528.2Stores and material at cost 326.5 291.72 439.6 1 819.918. ACCOUNTS RECEIVABLETrade accounts receivable 1 615.4 991.5Other receivables and prepaid expenses 667.0 621.92 282.4 1 613.4Short-term portion of non-current accounts receivable (Note 16) 4.3 4.32 286.7 1 617.719. CASH AND CASH EQUIVALENTSCash and cash equivalents consist of cash on hand, balances withbanks, and money-market instruments 569.4 1 580.074

20. SHARE CAPITAL2002 2003 2003 2002RmRmAuthorised400 000 000 400 000 000 Ordinary shares of 10 cents each 40.0 40.0Issued214 095 872 214 933 207 Ordinary shares of 10 cents each at 1 January 21.5 21.4837 335 460 360 Issued in terms of the Share Option Scheme –* 0.1214 933 207 215 393 567 Balance at 31 December 21.5 21.5*Less than R50 000.The unissued ordinary shares (excluding shares reserved for the Share Option Scheme) are under thecontrol of the Directors until the forthcoming Annual General Meeting.2003 2002RmRm21. DEFERRED TAXATIONDeferred taxation is attributable to temporary differences relating to:Deferred taxation liabilities 4 695.3 4 130.6Mining property, plant and equipment 4 668.8 4 115.1Other 26.5 15.5Deferred taxation assets (256.4) (260.6)Provision for leave pay (129.4) (118.4)Forward metal contracts designated as cash flow hedges (70.3) –Provision for post-retirement medical aid benefits (18.9) (48.3)Other (37.8) (93.9)Net position at 31 December 4 438.9 3 870.0The movement for the year in the Group’s net deferred taxationposition was as follows:Deferred taxation liabilitiesAt 1 January 4 130.6 2 911.4Income statement movement 564.7 1 219.2At 31 December 4 695.3 4 130.6Deferred taxation assetsAt 1 January (260.6) (349.1)Income statement movement 74.5 88.5Equity movement (Note 27) (70.3) –At 31 December (256.4) (260.6)Net position at 31 December 4 438.9 3 870.075

2003 2002RmRm22. ENVIRONMENTAL OBLIGATIONSProvision for decommissioning cost 238.4 129.2Opening balance 129.2 113.4Movement for year 109.2 15.8Discounted amount for decommissioning of expansion projects(Note 11) 46.3 5.1Charged to interest paid (Note 6) 62.9 10.7Provision for restoration cost 70.3 63.6Opening balance 63.6 60.9Movement for year 6.7 2.7Discounted amount for increase in restoration obligation chargedto income statement 1.3 –Charged to interest paid (Note 6) 5.4 2.7Environmental obligations – gross 308.7 192.8Environmental obligations before funding 308.7 192.8Less: Platinum Producers’ Environmental Trust (Note 13) 113.4 89.3Unfunded environmental obligations 195.3 103.5Undiscounted amount of environmental obligations 1 175.7 974.276

2003 2002RmRm23. EMPLOYEE BENEFITSEmployees’ service benefit obligationsProvision for post-retirement medical aid benefits 63.2 107.4Accrual for leave pay 425.7 380.9Number of permanent employees488.9 488.3Mining 43 938 43 390– At work 36 165 35 012– On leave, in training and other 7 773 8 378Process 1 702 1 750Shared services 259 158– Transactional and specialised 129 118– Supply chain 130 40Central office 145 138– Operations office 53 52– Corporate office 92 86Total Group employees at 31 December 46 044 45 436Aggregate earningsThe aggregate earnings of employees including directors were:Salaries, wages and other benefits 4 518.2 3 775.7Retirement benefit costs 374.6 304.6Medical aid contributions 89.0 54.1Directors’ emoluments4 981.8 4 134.4Remuneration for Executive Directors– Fees 0.1 0.4– Salaries, benefits, performance-related bonusesand other emoluments 32.5 21.2Remuneration for Non-executive Directors– Fees 0.5 0.3– Other emoluments 0.4 0.1Paid by Company and subsidiaries 33.5 22.0Paid by subsidiaries 32.5 21.3Profit on share options exercised 16.8 52.5Directors’ remuneration is fully disclosed in theRemuneration Report.Termination benefitsRetrenchment benefits paid and expensed 1.0 0.377

Equity compensation benefitsThe Directors’ Report and Remuneration Report set out details of the Company’s Share Option Schemeand Annexure C provides details of share options issued and exercised during the year by participants.The details pertaining to share options issued to and exercised by Directors during the year aredisclosed in the Remuneration Report.Retirement fundsSeparate funds, independent of the Group, provide retirement and other benefits to all employees.These funds consist of defined contribution plans and a defined benefit plan. All funds are subject to thePension Funds Act, 1956. The Amplats Officials Pension Fund, the Amplats Employees Pension Fund,the MRR Pension Fund, and the Platmed Provident Fund are in the process of being wound up,whereupon the administration of pensioners will be outsourced and active members will be transferredto an appropriate retirement fund.Defined contribution plansContributions are made to the following defined contribution plans:2003Number of Number of Employer Market valuemembers* pensioners contributions of fund assetsRmRmAmplats Retirement Fund† 1 041 34.4 265.8Amplats Mines Retirement Fund† 9 470 133.5 1 084.0MRR Retirement Fund† 802 16.9 251.7Amplats Group Provident Fund 34 416 185.0 1 188.0Amplats Officials Pension Fund 25 183 0.3 186.7200245 754 183 370.1 2 976.2Amplats Retirement Fund† 483 25.5 171.2Amplats Mines Retirement Fund† 6 944 112.9 794.4MRR Retirement Fund† 750 13.1 184.4Amplats Group Provident Fund 35 689 138.2 844.3Amplats Officials Pension Fund 23 282 0.3 168.2Amplats Employees Pension Fund – 16 – 146.8Platmed Provident Fund 325 3.0 8.644 214 298 293.0 2 317.9* Certain members are not in the employ of the Group, while others are members of more than one fund.†The above funds have provided their members with the choice of selecting an investment risk profile that best suits theirindividual needs. These funds currently offer the following categories of investment portfolios:Aggressive growth;Balance growth;Conservative growth; andA specialist portfolio.A specialist portfolio consists of a fully vested guaranteed product, a money market fund, and an offshore fund. Two multi-assetmanagers manage the investment portfolios.In addition to the multi-asset managers, six professional asset managers from the asset managementindustry manage the benefit funds’ investments.78

Post-retirement medical aid benefitsThe post-retirement medical aid obligation is actuarially valued at least every three years by anindependent firm of consulting actuaries, unless events like plan curtailments necessitate more regularvaluations. The obligation was last valued at 31 December 2003 using the projected unit credit method.The assumptions used in the valuation included estimates of life expectancy and long-term estimates ofthe increase in medical costs, appropriate discount rates, and the level of claims based on the Group’sexperience.2003 2002Actuarial assumptionsDiscount rate 9.5% 12.0%Healthcare cost trend 7.0% 9.5%Expected return on reimbursive rights 9.0% 12.5%MembershipIn-service members 581 944Continuation members 1 028 1 136Fund statusFair value of plan assets (reimbursive rights) (70.7) (44.6)Present value of obligations 133.9 152.0Net unfunded liability 63.2 107.4Movements in the net liabilityOpening balance 107.4 218.5Amounts recognised in income statement (12.5) (99.2)Current service cost 0.6 3.5Interest cost 11.2 21.7Curtailment gains (14.4) (119.0)Release of deferred service gain (5.8) –Return on reimbursive rights (4.1) (5.4)Contributions to reimbursive rights (26.1) (11.9)Pre-funding to provident fund (5.6) –Closing balance 63.2 107.4RmRm24. OBLIGATIONS DUE UNDER FINANCE LEASESThe Group finances certain housing requirements through finance leases. The Group holds a call optionto acquire legal title to the land and houses at the end of the lease term. Group Five Limited (Group Five)holds a put option to put legal title of the remaining land and houses back to the Group. The implicitinterest rate is linked to JIBAR (Johannesburg Inter-Bank Acceptance Rate) and an average rate of13.7% (2002: 15.2%) was paid for the year under review. No arrangements have been entered into forcontingent rent payments. The fair value of the Group’s lease obligations approximates its carryingamount. The Group’s obligations are secured by the aforementioned put option that Group Five holds aswell as the guarantee disclosed in Note 33.2003 2002RmRmFinance lease obligations relating to houses 324.3 136.479

Reconciliation of future minimum lease payments under finance leasesPresent value ofMinimum leaseminimum leasepaymentspayments2003 2002 2003 2002Rm Rm Rm RmAmounts payable under finance leases:Within one year 44.4 20.7 – –Within two to five years 177.7 82.9 – –Thereafter 724.3 343.8 324.3 136.4946.4 447.4 324.3 136.4Less: Future finance charges (622.1) (311.0) – –Present value of leasing obligations 324.3 136.4 324.3 136.425. INTEREST BEARING BORROWINGS2003 2003 2002Rm Rm RmFacility Utilised UtilisedBank overdrafts:*Committed 9 436.6 6 688.4 –ABN AMRO 400.0 390.0 –Anglo American Corporation of South Africa Limited 1 000.0 – –ABSA Limited 2 000.0 1 555.9 –Investec Bank Limited 400.0 371.8 –FirstRand Limited 1 636.6 1 583.3 –Nedbank Limited 2 000.0 1 779.4 –The Standard Bank of South Africa Limited 2 000.0 1 008.0 –†Uncommited 737.0 479.7 –ABN AMRO 167.5 156.9 –Citibank, N.A. JHB 234.5 60.5 –Credit Agricole Indosuez 335.0 262.3 –10 173.6 7 168.1 –*Committed facilities are defined as the banks’ obligation to provide funding until maturity of the facility, by which time the renewalof the facility is negotiated. The committed facilities are annual facilities subject to review in November and December 2004.†Uncommitted facilities are callable on demand and will be renegotiated at various dates during 2004.At 31 December 2002, the Group had borrowing facilities of R2 735 million available, none of which hadbeen utilised.The weighted average borrowing rate at 31 December 2003 was 8.6925%.Borrowing powersThe borrowing powers in terms of the Articles of Association of the Company and its subsidiaries areunlimited.80

2003 2002RmRm26. ACCOUNTS PAYABLETrade accounts 737.7 712.0Related parties (Note 28) 6.2 14.4Other 731.5 697.6Other payables and accrued expenses 1 165.7 1 145.41 903.4 1 857.427. OTHER FINANCIAL LIABILITIESFair value of forward foreign exchange contracts* 90.4 36.3Fair value of forward metal contracts designated as cash flow hedges† 245.8 –Changes in forward metal prices recognised in the unrealisedhedging deficit 234.3 –Changes in exchange rate recognised in the income statement 11.5 –336.2 36.3* Forward foreign exchange contracts (FECs):The fair value of FECs represents the movement between contracted rates and year-end forward rates. These movements arerecognised in the income statement.† Forward metal contracts:Changes in the value of forward metal contracts caused by movements in forward prices since inception of the contracts arerecognised in the unrealised hedging deficit. The net amount of R164.0 million charged to the unrealised hedging deficit is madeup to R234.3 million less deferred taxation of R70.3 million (Note 21). Changes in the value caused by translating the value ofthe forward contracts to Rand are recognised in the income statement. This amounts to a charge of R11.5 million less taxationof R3.5 million.At 31 December 2003, the Group held forward contracts to fix the US$ price of future sales relating to a nickel supply agreement.The objective is to hedge the Group against variability in future cash flows. The terms of the forward contracts are to sell11 088 tons of nickel at US$12 540 per ton. The forward metal contracts are valued using forward metal prices that match thecontractual maturity dates.28. RELATED PARTY TRANSACTIONSThe Company and its subsidiaries, in the ordinary course of business, enter into various sale, purchase,service, and lease transactions with the ultimate holding company, Anglo American plc, its subsidiaries,joint ventures, and associates. Certain deposits and borrowings are also placed with the ultimate holdingcompany. These transactions are concluded at arm’s length. Material related party transactions were asfollows:2003 2002RmRmAmounts owed to related parties at 31 December (Note 26) 6.2 14.4Purchase of goods and services for year 193.5 355.2Deposits at 31 December 520.2 762.9Interest received for year 6.3 20.5Borrowings at 31 December – –Interest paid for year 19.1 –DirectorsDetails relating to Directors’ emoluments and shareholding in the company are disclosed in theRemuneration Report.ShareholdersThe principal shareholders of the Company are detailed in Note 36 ‘Analysis of shareholders’.81

Notes 2003 2002RmRm29. RECONCILIATION OF PROFIT BEFORE TAXATIONTO CASH FROM OPERATIONSProfit before taxation 3 181.2 8 738.9Adjustments for:Interest received 6 (106.7) (195.4)Growth in Platinum Producers’ Environmental Trust 6 (11.2) (7.7)Dividends received 6 (0.4) (1.4)Interest expensed 6 286.9 35.4Amortisation and depreciation of property, plant and equipment 7 1 226.6 797.2Profit on disposal of plant, equipment and mineral rights 7 (68.5) (102.4)Income from associates 14 (35.0) (181.6)Exchange losses on translation of redeemable preference shares 13.1 12.1Unrealised foreign exchange losses 65.6 118.14 551.6 9 213.2Movement in non-current items 50.4 164.3Increase/(Decrease) in employees’ service benefit obligations 23 0.6 (41.4)Addition to decommissioning asset (Annexure A) (46.3) (5.1)Increase in Platinum Producers’ Environmental Trust 13 (24.1) (19.8)Decrease in non-current accounts receivable 16 4.3 212.1Increase in provision for environmental obligations 22 115.9 18.5Working capital changes (1 242.7) 239.9Increase in metal inventories 17 (584.9) (109.1)Increase in stores and materials 17 (34.8) (62.3)(Increase)/Decrease in accounts receivable 18 (669.0) 367.3Increase in accounts payable 26 46.0 44.0Cash from operations 3 359.3 9 617.430. TAXATION PAIDAmount unpaid at beginning of year 1 444.6 3 008.6Current taxation provided 428.7 1 735.2Group 8 449.5 1 764.1Associate – current 14 (15.4) (12.2)Associate – STC 14 (5.4) (16.7)Capital Gains Tax recognised in equity – 4.9Amount unpaid at end of year (398.4) (1 444.6)Payments made 1 474.9 3 304.131. PURCHASE OF PROPERTY, PLANT AND EQUIPMENTAdditions to mining and process capital work-in-progress 12 7 529.9 6 050.2Less: Houses held under finance leases – non-cash transactions (178.4) (136.4)7 351.5 5 913.8Additions to non-mining plant and equipment 11 72.1 80.37 423.6 5 994.1Cash purchases are made up as follows:To maintain operations 3 952.7 2 140.9To expand operations 3 270.4 3 853.2Interest capitalised 200.5 –7 423.6 5 994.182

2003 2002RmRm32. COMMITMENTSMining and process property, plant and equipmentContracted for 1 800.0 2 094.3Not yet contracted for 11 943.4 14 850.6Authorised by the directors 13 743.4 16 944.9Allocated for expansion of capacity 7 424.8 13 913.9– within one year 2 844.3 5 013.9– thereafter 4 580.5 8 900.0Maintenance of capacity 6 318.6 3 031.0– within one year 3 457.9 1 570.1– thereafter 2 860.7 1 460.9OtherOperating lease rentals – buildings 711.5 177.7– due within one year 35.6 25.1– due within two to five years 160.5 64.5– thereafter 515.4 88.1Information technology service providers 126.6 139.4– due within one year 33.4 42.9– due within two to five years 93.2 96.5These commitments will be funded from existing cash resources, future operating cash flows,borrowings and any other funding strategies embarked on by the Group.33. CONTINGENT LIABILITIESLetters of comfort have been issued to financial institutions to cover certain banking facilities. There areno encumbrances of Group assets, other than the houses held under finance leases by the Group asdisclosed in Note 24.The Group provided guarantees in favour of Changing Tides 166 (Proprietary) Limited, a wholly-ownedsubsidiary of Group Five. The guarantee provides security for lease payments to Group Five by theAnglo Platinum Housing Trust (APHT). This finance lease obligation is reflected in Note 24 to thesefinancial statements. The probability of any obligation arising under this guarantee is considered remote.The Group provided a guarantee in favour of Nedcor Limited (Nedcor) for financing provided by Nedcorto Salene Mining (Proprietary) Limited (Salene). The Group provided the guarantee to enable Salene toput mining infrastructure in place. The guarantee is valid until 1 July 2006 or earlier, on repayment bySalene of the loan. Salene will sell all ore production from the mine to the Group. The facility granted byNedcor to Salene is for a maximum amount of R120 million. In the event that Nedcor calls up theguarantee, the Group holds bonds over sufficient assets of Salene to make good any obligations thatmay be incurred. It is unlikely that the Group will incur obligations under this guarantee.As a result of the slowdown of capital projects, contracts with certain suppliers are being renegotiated.As a result of the negotiations, certain cancellation cost may occur. The amount of this will only be knownand recognised during the course of 2004.Aquarius holds a put option to put its interest in the PSA (Note 15) to the Group in the case of terminationof that relationship. The probability of the option being exercised is considered remote. The amount ofsuch an obligation is dependent on a discounted cash flow valuation at that point in time.83

34. FINANCIAL RISK MANAGEMENTThe Group does not trade in financial instruments but, in the normal course of its operations, the Groupis exposed to currency, metal price, investment, credit, interest rate, and liquidity risk. In order tomanage these risks, the Group may enter into transactions that make use of financial instruments. TheGroup has developed a comprehensive risk management process to facilitate, control, and monitorthese risks. This process includes formal documentation of policies, including limits, controls, andreporting structures.Controlling risk in the GroupThe Executive Committee and the Financial Risk Sub-committee are responsible for risk managementactivities within the Group. Overall limits have been set by the Board. The Executive Committee isresponsible for setting individual limits. In order to ensure adherence to these limits, activities are markedto market on a daily basis and reported to the Group Treasurer. The Finance Risk Sub-committee,composed of Marketing and Treasury executives, meets weekly to review market trends and developstrategies to be submitted for Executive Committee approval. The Treasury is responsible for managinginvestment, currency, interest rate, and liquidity risk within the limits and constraints set by the Board.The Marketing Department is responsible for managing metal price risk, also within the laid-down limitsand constraints set by the Board.Currency riskThe Group operates in the global business environment and many transactions are priced in a currencyother than South African Rand. Accordingly, the Group is exposed to the risk of fluctuating exchangerates and seeks to actively manage this exposure through the use of financial instruments. Theseinstruments typically comprise forward exchange contracts and options. Forward contracts are theprimary instruments used to manage currency risk. Forward contracts require a future purchase or saleof foreign currency at a specified price.Current policy prevents the use of option contracts without Executive Committee approval. Optionsprovide the Group with the right but not the obligation to purchase (or sell) foreign currency at apre-determined price, on or before a future date. Few contracts of this nature were entered into duringthe year, and no such contracts were in existence at year-end.Forward exchange contracts2003Nominal amount of forward exchange contracts(i.e. nominal amount in South African Rand)Maturing within12 months Average ratesRmCurrency Buy Sell Buy SellUnited States dollar 498.4 144.2 8.3118 6.7738Euro 8.7 8.3745British pound 0.7 11.3071Australian dollar 3.7 5.0357Total 511.5 144.284

2002Nominal amount of forward exchange contracts(i.e. nominal amount in South African Rand)Maturing within12 months Average ratesRmCurrency Buy Sell Buy SellUnited States dollar 305.3 260.6 10.4316 9.3059Euro 69.6 9.8950Australian dollar 13.5 5.4675Canadian dollar 12.9 7.0225Total 401.3 260.6The difference between the contracted rates and forward rates at year-end has been recognised.(Note 27).Metal price riskMetal price risk arises from the risk of an adverse effect on current or future earnings or uncertaintyresulting from fluctuations in metal prices. The ability to place forward contracts is restricted owing to thelimited size of the financial markets in PGMs. Financial markets in certain base metals are, however wellestablished. The Group places contracts where opportunities present themselves to increase/reduce theexposure to metal price fluctuations. Historically, the Group has made use of forward contracts tomanage this exposure. Forward contracts enable the Group to obtain a pre-determined price for deliveryat a future date. Refer to Note 27 in this respect.Investment, liquidity risk, and interest rate riskThe borrowed position of the Group exposes it to interest rate risk. Where necessary, the Group coversthese exposures by means of derivative financial instruments. No such financial instruments existed atthe balance sheet date.Fluctuations in interest rates impact on the value of short-term cash investments, giving rise to interestrate risk. Other than ensuring optimum money market rates for deposits, the Group does not make useof financial instruments to manage this risk. Formal policies, procedures, and limits have been put inplace for derivative instruments. The Group’s cash position is set out in the table below:Cash and cash equivalentsAmount at Interest rate at Amount at Interest rate atPeriod (days) 31 December 31 December 31 December 31 Decemberless than 2003 2003 2002 2002Rm % Rm %30 569.4 8.60 1 580.0 13.58Liquidity risk is the risk that the Group will be unable to meet a financial commitment in any location orcurrency. This risk is minimised through the holding of cash balances and sufficient available borrowingfacilities (refer Note 25). In addition, detailed cash flow forecasts are regularly prepared and reviewedby Treasury. The cash needs of the Group are managed according to its requirements.Credit riskCredit risk arises from the risk that a counterparty may default or not meet its obligations timeously. TheGroup minimises credit risk by ensuring that counterparties are banking institutions of the highest quality.Where possible, management ensures that netting agreements are in place. Counterparty limits arereviewed annually by the Executive Committee.Trade accounts receivable involve a small group of international companies. The financial condition ofthese companies and the countries they operate in are regularly reviewed.85

Fair value of financial instrumentsCarrying amount atFair value at31 December 31 DecemberType of instrument 2003 2002 2003 2002Rm Rm Rm RmCash and cash equivalents 569.4 1 580.0 569.4 1 580.0Accounts receivable 2 286.7 1 617.7 2 286.7 1 617.7Obligations due under finance leases 324.3 136.4 324.3 136.4Accounts payable 1 903.4 1 857.4 1 903.4 1 857.4Interest bearing borrowings 7 168.1 – 7 168.1 –2003 200235. EXCHANGE RATES TO SOUTH AFRICAN RANDYear-end rates:US dollar 6.6679 8.5775British pound 11.9362 13.8141Euro 8.4102 9.0098Average rates for year:US dollar 7.5467 10.4778British pound 12.3430 15.7603Euro 8.5464 10.690536. ANALYSIS OF SHAREHOLDERSAn analysis of the share register at year-end showed the following:2003 2002 Number of Percentage Number of Percentageshareholders of issued shareholders of issuedSize of shareholding capital capital1 – 1 000 14 842 1.22 17 418 1.361 001 – 10 000 1 650 2.29 1 985 2.8210 001 – 50 000 277 2.79 383 3.8750 001 – 100 000 41 1.35 67 2.33100 001 – 1 000 000 55 7.43 70 8.051 000 001 and over 13 84.92 15 81.5716 878 100.00 19 938 100.00Category of shareholderCompanies 707 74.46 347 67.96Individuals 12 581 2.04 18 369 17.30Pension and provident funds 323 4.25 148 1.46Insurance companies 41 2.30 148 6.31Bank, nominee, and finance companies 2 777 10.35 355 4.04Trust funds and investment companies 371 6.56 368 2.00Other corporate bodies 78 0.04 203 0.9316 878 100.00 19 938 100.00Shareholder spreadPublic shareholders 16 870 26.05 19 930 33.25Non-public shareholders– Directors 7 0.01 7 –– Persons interested, directly orindirectly, in 10% or more 1 73.94 1 66.7516 878 100.00 19 938 100.0086

Major shareholdersAccording to the Company’s share register at year-end, the following shareholders held shares equal toor in excess of 5% of the issued ordinary share capital of the Company:2003 2002 Number of Percentage Number of PercentagesharessharesAnglo South Africa Capital(Proprietary) Limited 159 265 366 73.94 143 435 706 66.75Old Mutual Asset Management – – 13 200 002 6.14Geographical analysis of shareholdersResident shareholders held 196 039 727 shares (91.01%) (2002: 89.79%) and non-residentshareholders held 19 353 840 shares (8.99%) (2002: 10.21%) of the Company’s issued share capital of215 393 567 shares at 31 December 2003 (2002: 214 933 207).37. COMPARATIVE FIGURESComparative figures have been restated in accordance with the change in accounting policy.87

ANNEXURE A – Mining and process property, plant and equipment31 December 2003 31 December 2002Accumulated Carrying Accumulated CarryingCost amortisation amount Cost amortisation amountRm Rm Rm Rm Rm RmOwned and leased assetsMining development andinfrastructure 5 154.5 1 088.2 4 066.3 4 012.5 825.3 3 187.2Plant and equipment 11 503.6 2 760.5 8 743.1 8 423.0 2 062.2 6 360.8Land and buildings 1 561.1 260.8 1 300.3 797.9 169.8 628.1Motor vehicles 241.5 108.0 133.5 173.2 74.2 99.0Furniture, fittings andequipment 78.7 37.7 41.0 64.3 33.0 31.318 539.4 4 255.2 14 284.2 13 470.9 3 164.5 10 306.4Decommissioning asset 132.2 14.9 117.3 85.9 10.5 75.4Note 11 18 671.6 4 270.1 14 401.5 13 556.8 3 175.0 10 381.8The carrying amount of mining and process assets can be reconciled as follows:CarryingCarryingamount atamount atbeginningend ofof year Additions Disposals Amortisation yearRm Rm Rm Rm Rm2003Owned and leased assetsMining development andinfrastructure 3 187.2 1 246.3 (34.3) (332.9) 4 066.3Plant and equipment 6 360.8 3 096.2 (4.5) (709.4) 8 743.1Land and buildings 628.1 763.3 (0.1) (91.0) 1 300.3Motor vehicles 99.0 89.9 (14.0) (41.4) 133.5Furniture, fittings and equipment 31.3 16.6 (1.2) (5.7) 41.010 306.4 5 212.3 (54.1) (1 180.4) 14 284.2Decommissioning asset 75.4 46.3 – (4.4) 117.3Note 11 10 381.8 5 258.6 (54.1) (1 184.8) 14 401.5Note 72002Mining development andinfrastructure 2 148.1 1 244.0 (6.6) (198.3) 3 187.2Plant and equipment 4 234.7 2 598.2 (12.2) (459.9) 6 360.8Land and buildings 371.5 282.8 – (26.2) 628.1Motor vehicles 68.6 97.2 (13.5) (53.3) 99.0Furniture, fittings and equipment 23.0 31.6 – (23.3) 31.36 845.9 4 253.8 (32.3) (761.0) 10 306.4Decommissioning asset 73.1 5.1 – (2.8) 75.4Note 11 6 919.0 4 258.9 (32.3) (763.8) 10 381.8Note 788

ANNEXURE B – Non-mining property, plant and equipment31 December 2003 31 December 2002Accumulated Carrying Accumulated CarryingCost amortisation amount Cost amortisation amountRm Rm Rm Rm Rm RmOwned assetsFreehold land 5.5 – 5.5 5.5 – 5.5Plant and equipment 151.6 74.6 77.0 107.1 59.0 48.1Motor vehicles 44.2 18.5 25.7 41.8 15.3 26.5Office furniture andequipment 89.8 48.7 41.1 121.7 80.5 41.2Note 11 291.1 141.8 149.3 276.1 154.8 121.3The carrying amount of non-mining assets can be reconciled as follows:CarryingCarryingamount atamount atbeginningend ofof year Additions Disposals Depreciation yearRm Rm Rm Rm Rm2003Owned assetsFreehold land 5.5 – – – 5.5Plant and equipment 48.1 46.0 (1.3) (15.8) 77.0Motor vehicles 26.5 17.7 (8.0) (10.5) 25.7Office furniture and equipment 41.2 18.3 (2.9) (15.5) 41.1Note 11 121.3 82.0 (12.2) (41.8) 149.3Note 72002Freehold land 5.5 – – – 5.5Plant and equipment 20.8 38.7 (0.6) (10.8) 48.1Motor vehicles 21.5 20.5 (6.7) (8.8) 26.5Office furniture and equipment 41.5 21.1 (7.6) (13.8) 41.2Note 11 89.3 80.3 (14.9) (33.4) 121.3Note 789

ANNEXURE C – Equity compensation benefits Anglo Platinum Share Option Scheme2003 2002 Employees (1) Employees (1)Directors and others Total Directors and others TotalOutstanding share optionsat 1 January 316 654 2 265 678 2 582 332 432 322 2 853 705 3 286 027Number of share optionsallocated 126 490 1 048 174 1 174 664 5 373 153 782 159 155Number of share optionsexercised (74 873) (385 487) (460 360) (121 041) (716 294) (837 335)Number of share options lapsed (33 900) (80 695) (114 595) – (25 515) (25 515)Outstanding share optionsat 31 December 334 371 2 847 670 3 182 041 316 654 2 265 678 2 582 332Extent to which entitlement toshare options are vested 139 445 1 004 693 1 144 138 54 137 734 906 789 043Number of share optionsallocated during year 126 490 1 048 174 1 174 664 5 373 153 782 159 155Expiry date 2013 2013 2013 2012 2012 2012Allocation price per share (R) 233.24 – 201.20 – 201.20 – 321.90 – 321.97 –279.42 354.63 354.63 324.14 500.16 500.16Aggregate proceeds if shareswere to be issued (Rm) 31.1 276.4 307.5 1.7 62.8 64.5Number of share optionsexercised 74 873 385 487 460 360 121 041 716 294 837 335Allocation price per share (Rm) 66.40 – 35.35 – 35.35 – 60.33 – 29.93 – 29.93 –163.00 205.00 205.00 193.00 310.41 310.41Exercise price per share (Rm) 275.00 – 220.00 – 220.00 – 481.00 – 312.28 – 312.28 –348.90 349.50 349.50 530.80 548.00 548.00Aggregate issue proceeds (Rm) 6.7 35.6 42.3 9.3 65.6 74.9(1) Consists of employees of the Company, JCI Limited and Johnnic Holdings Limited.Terms of the options outstanding at 31 December Allocation price 2003 2002R Number NumberExpiry date31 December 2003 35.35 – 42.02 – 5 00031 December 2004 55.09 – 67.50 30 503 42 47631 December 2005 29.93 – 61.96 45 156 45 15631 December 2006 44.57 – 71.00 58 616 67 44631 December 2007 60.59 – 81.52 47 853 89 37531 December 2008 62.40 – 91.70 497 474 752 05331 December 2009 80.80 – 184.00 526 366 633 54131 December 2010 163.00 – 319.20 565 090 662 89331 December 2011 264.10 – 414.75 130 135 133 80331 December 2012 321.97 – 500.16 131 491 150 58931 December 2013 201.20 – 354.63 1 149 357 –Options are exercisable as follows:20% – 2 years after allocation40% – 3 years after allocation60% – 4 years after allocation100% – 5 years after allocation3 182 041 2 582 332Subject to certain circumstances, which include, inter alia, the retrenchment or death of a participant, eachoption granted will remain in force for a period of ten years from the date of the granting of such option.Where employees retire, options vest on date of retirement.90

ANNEXURE D – Investments in subsidiaries, joint ventures, associates and otherHolding companyNature of Number of shares held Carrying amount current accountbusiness 2003 2002 2003 2002 2003 2002Rm Rm Rm Rm RmDirect investmentsAnglo Platinum Limited E 180 709 809 180 709 809 580.7 580.7 165.7 115.7Anglo Platinum Shared Services(Proprietary) Limited E 1 1 – – – –Lebowa Platinum Mines Limited A 129 568 618 129 568 618 228.6 228.6 – –Potgietersrust Platinums Limited A 126 762 372 129 762 372 739.0 739.0 (0.5) –Rustenburg Platinum Mines Limited A 426 288 426 288 842.2 842.2 27.3 835.8Amplats (Isle of Man) Limited (i) E 2 000 2 000 – – 0.3 14.8Indirect investmentsNotNotAnglo Platinum Housing Trust L applicable applicable – –Anglo Platinum ManagementServices (Proprietary) Limited E 23 250 23 250 (577.9) 17.4Bafokeng-Rasimone ManagementServices (Proprietary) Limited E 1 000 1 000 – –Bleskop–Waterval MiningManagement Services (Proprietary)Limited E 100 100 – –Blinkwater Farms 244 KR(Proprietary) Limited I 100 100 – –Brakspruit Platinum (Proprietary)Limited N 250 000 250 000 – –Dithaba Platinum (Proprietary)Limited C 525 000 525 000 – –Een van Twee Nul Vier Brooklyn(Eiendoms) Beperk N 100 100 – –E.L. Ramsden Bleskop (Proprietary)Limited F 5 5 – –Eland Platinum Mining CompanyLimited N 100 100 – –Geluksanker Boerdery (Eiendoms)Beperk I 100 100 – –Jumeseco Properties (Proprietary)Limited N 100 100 – –La Chaine D’Assurance Limited (ii) J 120 000 120 000 – –Maandagshoek Platinum(Proprietary) Limited N 450 000 450 000 – –Matthey Rustenburg Refiners(Proprietary) Limited B 1 360 100 1 360 100 – –Messina Nickel Mining andExploration Company of Africa(Proprietary) Limited N 1 000 1 000 – –Micawber 146 (Proprietary) Limited E 1 1 – –Micawber 207 (Proprietary) Limited E 100 100 – –Micawber 277 (Proprietary) Limited E 100 100 – –Micawber 278 (Proprietary) Limited E 100 100 – –Middelpunt Hill ManagementServices (Proprietary) Limited A 1 000 1 000 – –Norbush Properties (Proprietary)Limited C 375 000 375 000 – –Norsand Holdings (Proprietary)Limited C 14 14 – –Penultimate Holdings (Proprietary)Limited N 500 500 – 0.1 – –PGI SA (iii) K 100 100 – –PGI (Italia) S.r.I. (iv)* K 12 451 12 451 – –PGI KK (v) K 40 000 40 000 – –PGI (United Kingdom) Limited (vi) K 2 2 – –91

Holding companyNature of Number of shares held Carrying amount current accountbusiness 2003 2002 2003 2002 2003 2002Rm Rm Rm Rm RmPlatinum Gilde InternationalDeutschland Gmbh (vii) K 50 000 50 000 – –PGM (Brakspruit) (Proprietary)Limited C 200 000 200 000 – –Platinum Air Services Limited G 100 100 – –Platinum Mines Expansion Services(Proprietary) Limited F 100 100 – –Platinum Open Cast Services(Proprietary) Limited A 1 1 – –Platinum Prospecting Company(Proprietary) Limited N 508 000 508 000 – –Platmed Properties (Proprietary)Limited I 100 100 – –Platmed (Proprietary) Limited H 100 100 – –Precious Metal Refiners (Proprietary)Limited B 1 000 1 000 – –Pyramid Platinum Limited C 1 000 1 000 – –Rustenburg Base Metals Refiners(Proprietary) Limited B 1 000 1 000 – –Rustenburg Platinum Mines (Cyprus)Limited (viii) E 50 000 – – –Transvaal Land and DevelopmentCompany (Proprietary) Limited N 220 220 – –UNKI HI (Mauritius) (ix) E 100 – – –Whiskey Creek ManagementServices (Proprietary) Limited E 1 000 1 000 – –Jointly controlled operationsModikwa Platinum Mine JointVenture (Note15)Jointly controlled entitiesModikwa Mining Personnel Services(Proprietary) LimitedModikwa Platinum Mine (Proprietary)LimitedPooling and sharing agreementKroondal Platinum Mine (Note15)Associate companiesNortham Platinum LimitedJohnson Matthey Fuel CellsLimited (vi)All companies are incorporated in theRepublic of South Africa exceptwhere otherwise indicated.AFCAA,B,C,DM2 390.5 2 390.6 (385.1) 983.7Note 6 &Note 5 Note 5 Note 10 Note 6Nature of businessi Incorporated in the Isle of Man A – Miningii Incorporated in the Cayman Islands B – Treatment and refiningiii Incorporated in Switzerland C – Minerals and surface rightsiv Incorporated in Italy D – Metals tradingv Incorporated in Japan E – Financialvi Incorporated in the United Kingdom F – Recruitmentvii Incorporated in Germany G – Air charteringviii Incorporated in CyprusH – Medical facilitiesix Incorporated in Mauritius I – Property* Represents a 100% membership J – InsuranceK – MarketingL – HousingM – Further processingN – Dormant92

APPENDIX 8CORPORATE GOVERNANCE AND KING CODECORPORATE GOVERNANCE – DIRECTORS’ RESPONSIBILITIES IN RESPECT OF ANNUALFINANCIAL STATEMENTSThe Directors are required by the South African Companies Act to maintain adequate accounting recordsand to prepare annual financial statements that fairly present the state of affairs of the Group and theCompany as at the end of the financial year and the profit or loss for that year. Furthermore, in order toachieve fair presentation, the financial statements are drawn up to comply with International FinancialReporting Standards and South African Statements of Generally Accepted Accounting Practice. Thefinancial statements are the responsibility of the Directors and it is the responsibility of the independentauditors to report thereon.To enable the Directors to meet these responsibilities, the Board sets standards and implements systems ofinternal control aimed at reducing the risk of error or loss in a cost-effective manner. The controls include theproper delegation of responsibilities within a clearly defined framework, effective accounting procedures,and adequate segregation of duties, ensuring an acceptable level of risk. These controls are monitoredthroughout the Group and all employees are required to maintain the highest ethical standards in ensuringthat the Group’s business is conducted in a manner that in all reasonable circumstances is above reproach.Particulars relating to the Group’s internal controls and audit approach, embracing the role and function ofthe Audit Committee, are set out in the section on corporate governance in the Sustainable DevelopmentReport, dated 31 December 2003. The audit approach entails a thorough comprehension of the Group’sfinancial and business objectives, and analysis of the underlying systems and procedures.The focus of risk management in the Group is on identifying, assessing, managing, and monitoring all knownforms of risk across the Group. While operating risk cannot be fully eliminated, the Group endeavours tominimise it by ensuring that the appropriate infrastructure, controls, systems, and ethics are appliedthroughout the Group and managed within predetermined procedures and constraints.The Directors are of the opinion, based on the information and explanations given by management and theinternal auditors and on comment by the independent auditors on the results of their audit, that the internalcontrols are adequate to ensure:– The reliability and integrity of financial and operating information;– The compliance of established systems with policies, plans, procedures, laws, and regulations;– The safeguarding of the Group’s assets against unauthorised use or disposition;– The economic, effective, and efficient utilisation of resources; and– The accomplishment of established objectives and goals for operations or programmes.Nothing has come to the attention of the Directors to indicate that any material breakdown in the functioningof these controls, procedures, or systems occurred during the 2003 year. Accordingly, the financial recordsmay be relied upon for preparing the financial statements and maintaining accountability for assets andliabilities.In preparing the financial statements, the Group complied with International Financial Reporting Standardsand used appropriate accounting policies, supported by reasonable and prudent judgements andestimates. The Directors are of the opinion that the financial statements fairly present the financial positionof the Company and of the Group as at 31 December 2003 and the results of the operations and cash flowinformation for the year then ended. The Directors have reviewed the Group’s cash flow forecast for the yearto 31 December 2004 and, in the light of this review, the current financial position, and the expectedproceeds from this rights issue, they are satisfied that the Group has adequate resources to continue inoperational existence for the foreseeable future. For this reason, the Group continues to adopt the goingconcernbasis in preparing the annual financial statements.The Directors believe, as a result of the comprehensive structures and controls that are in place and theongoing monitoring of the activities of executive and operational management, that the Board maintainseffective control over the Group’s affairs. The internal auditors and the independent external auditors concurwith these statements by the Directors.93

The Board considers that the Company and its subsidiaries complied during the financial year in all materialrespects with the principles of the Code of Corporate Practices and Conduct contained in the 1994 KingCommittee Report on Corporate Governance (the 1994 Code). With effect from March 2002, the secondKing Report on Corporate Governance in South Africa (“King 2”) replaced the 1994 Code. Since the releaseof King 2, the Board has reviewed the Company’s corporate governance in detail and has taken steps toensure compliance. On 1 July 2003, Ralph Havenstein was appointed the CEO, separating this role from thatof Chairman.The Board is of the view that the Company and its subsidiaries are now fully compliant with therecommendations set out in the Code of Corporate Practices and Conduct contained in King 2.CORPORATE CODE OF CONDUCTThe Group is committed to promoting the observance of the highest standards of ethical behaviour amongits Directors, management, and employees. In accordance with this objective, a Code of Ethics andBusiness Principles has been circulated throughout the Group to provide a clear guide to the behaviourexpected of all employees in their dealings with each other and with the Group’s stakeholders. All employeesof the Group are required to maintain the highest ethical standards, ensuring that the Group’s businesspractices are conducted in a manner that is above reproach.Having regard to the provisions of the Insider Trading Act, the Company operates ‘closed periods’ prior tothe publication of its interim and year-end financial results, during which Directors, officers, and otheremployees of the Group may not deal in the shares or other instruments pertaining to the shares of theCompany or in any investment relating to the Company’s shares. This principle is also applied at other timeswhenever warranted by circumstances.CORPORATE GOVERNANCECorporate governance encompasses the Group’s systems, structures, and culture of governance andensures that the Group acts responsibly toward all its stakeholders, economically, socially, andenvironmentally.PRINCIPLES OF CORPORATE GOVERNANCE AND STRUCTURESThe Board affirms its commitment to the principles of openness, integrity, and accountability, and timeous,relevant, and meaningful reporting to all stakeholders. It ensures that the Group’s business is conducted inaccordance with high standards of corporate governance, and with local and internationally acceptedcorporate practice. These standards are entrenched in the Group’s system of internal control by itsprocedures and policies governing corporate conduct, with particular emphasis on the qualitative aspectsof corporate governance.The Directors endorse and are of the opinion that the Group adheres to the Code of Corporate Practices andConduct set out in King 2.The principles contained in King 2 are reflected in the Group’s corporate governance structures, which arereviewed from time to time to take into account organisational changes and international developments inthe field of corporate governance. The Board and management actively review and enhance the Group’ssystems of control and governance on a continuous basis to ensure that the Group’s business is managedethically and within prudently determined risk parameters in conformity with internationally acceptedstandards of best practice.THE BOARD OF DIRECTORSThe Company has a unitary Board currently comprising six Executive and ten Non-executive Directors. Fourof the Non-executive Directors are Independent. Mr Barry Davison stood down as Executive Chairman of theBoard and Managing Director on 30 June 2003, and Mr Ralph Havenstein was appointed Chief ExecutiveOfficer (CEO) on 1 July 2003. Mr Davison is now Non-executive Chairman.All the Directors bring to the Board a wide range of expertise as well as significant financial, commercial,and technical experience and, in the case of Non-executive and Independent Non-executive Directors,independent perspectives and judgement.94

The Board is responsible for setting the direction of the Group through the establishment of strategicobjectives and key policies. It monitors the implementation of strategies and policies through a structuredapproach to reporting on the basis of agreed performance criteria and defined, written delegations tomanagement for the detailed planning and implementation of such objectives and policies. The Board meetsquarterly, or more frequently if circumstances so require, to review matters specifically reserved for itsdecision, including financial and operational results, and to consider issues of strategic direction, majoracquisitions and disposals, approval of major capital expenditure, and any other matters having a materialeffect on the Group.The Board has a Charter setting out its mission, role, duties, and responsibilities and, in particular, importantaspects concerning the following:– The Directors’ fiduciary responsibilities;– Leadership of the Board;– Induction of new Directors;– Evaluation of Directors;– The Board’s relationship to staff and external advisors, as well as unrestricted access to Companyrecords; and– Board meetings and procedures.The Directors have a responsibility, in terms of the Board Charter, to become acquainted with all of theirduties, as well as with the issues pertaining to the operations and business of the Company, to enable themto fulfill their duties. To assist new Directors, an induction programme has been established by the Company,which includes background materials, meetings with senior management, and visits to the Company’svarious operations and projects.In terms of the Board Charter, the Directors are assessed annually, both individually and collectively as aBoard. In addition, the Remuneration Committee formally evaluates the CEO on an annual basis, based onobjective criteria.The Board as a whole approves the appointment of new Directors, on recommendation by the NominationCommittee.All Directors, in accordance with the Company’s Articles of Association, are subject to retirement by rotationand reelection by shareholders. All Directors have access to the advice and services of the CompanySecretary and are entitled to seek independent professional advice concerning the affairs of the Group, atthe expense of the Group.The Board has established a number of standing committees, which are ultimately answerable to the Board,namely:– The Executive Committee;– The Administration Committee;– The Audit Committee;– The Corporate Governance Committee;– The Nomination Committee;– The Remuneration Committee; and– The SHE Committee.These committees operate within the defined terms of reference laid down in writing by the Board. The Auditand Remuneration committees are each chaired by an Independent Non-executive Director and consistentirely of Non-executive Directors. The Corporate Governance Committee is chaired by an IndependentNon-executive Director and consists of all the Non-executive Directors. Each Committee has a chartersetting out its role, duties, and responsibilities.In addition, each Committee member is expected to undertake an assessment of the Committee’sperformance annually.95

RISK MANAGEMENTIn pursuance of its policy of aligning Group corporate governance with international best practice andthereby safeguarding the interests of stakeholders, the Executive Committee has been mandated by theBoard to supplement the Group-wide system of internal controls to monitor, manage, and control significantGroup risks. The achievement of these objectives is enhanced through compliance with, and observance of,the UK Turnbull Guidelines on internal control and King 2.This risk management system is a principal factor facilitating the discharge of the Board’s responsibility forensuring that the extensive risks associated with the Group’s operations are effectively managed and theinterests of stakeholders safeguarded.Group risk management is achieved through the identification and control of all the main business risks,including operational risks, which could adversely affect the achievement of the Group’s businessobjectives.The Board has determined the level of acceptable risk and requires the operations to manage and report interms of this. Material issues and circumstances that could adversely impact on the Group’s reputation areconsidered to constitute unacceptable risk.Uncertainty is an inherent part of Anglo Platinum’s business, affecting the Group both on the upside and thedownside. In order to manage this uncertainty, the Group has identified risk areas, which form the basis forregular and exception reporting to the Executive Committee and the Board. The Group faces not only therisk of unforeseen events or circumstances, but also that of inaction or events not occurring. For example,the Group believes that the economic transformation of South African society made possible by newempowerment legislation represents a unique opportunity to the industry of reducing the long-term risk ofdoing business.Owners have been appointed for each risk area. Practical guidance for each risk area is detailed in theoperational risk management handbook. The risk assessment and reporting criteria are designed to providethe Board with a consistent view of the key risks. The established system of internal control for themanagement of risk, which requires transparency and clear accountability, has the commitment of seniormanagement.The above-mentioned system of internal control, which has been implemented at all key operations and istailored to suit the specific circumstances of each business unit, provides reasonable rather than absoluteassurance that the Group’s business objectives will be achieved within the prescribed risk tolerance levels.The risk areas and control processes pertaining thereto are monitored across the Group on a continuousbasis. In conducting its annual review of the effectiveness of risk management, the Board considers the keyfindings from the ongoing monitoring and reporting processes, and management and independentassurance reports. The Board also takes account of material changes and trends in the Group’s risk profile,and considers whether the control system, including reporting, adequately supports the Board’s riskmanagement objectives.The Board is satisfied that there is in place an adequate ongoing risk management process that identifies,evaluates, and manages the main risks faced by the Group.96

APPENDIX 9PRICE HISTORY OF THE COMPANY’S ORDINARY SHARES ON THE JSEThe highest and lowest prices and volumes at which the Company’s ordinary shares traded on the JSE forthe quarter ended June 2002 to the quarter ended March 2004, monthly from April 2003 to March 2004 anddaily from 18 February 2004 to 2 April 2004 are given below.High Low Close Value Volume(cents) (cents) (cents) (R’000) (’000)Quarters ended:June 2002 54 800 38 800 40 500 10 805 22 945September 2002 40 800 28 900 35 400 13 899 40 405December 2002 39 300 30 000 31 600 7 795 22 481March 2003 35 900 22 600 23 300 8 804 28 687June 2003 29 500 19 300 23 650 6 420 25 537September 2003 30 400 21 500 25 700 6 088 23 563December 2003 30 300 25 200 29 150 5 444 19 604March 2004 37 600 27 000 27 800 6 222 19 997Monthly:April 2003 25 500 19 300 20 400 1 588 6 961May 2003 29 000 20 400 27 200 2 473 9 758June 2003 29 500 22 499 23 650 2 359 8 818July 2003 25 600 21 500 23 600 1 525 6 489August 2003 29 900 22 900 27 230 2 054 7 770September 2003 30 400 24 800 25 700 2 509 9 304October 2003 29 950 25 200 29 500 1 809 6 490November 2003 30 300 26 700 27 400 1 704 6 068December 2003 29 600 25 800 29 150 1 931 7 045January 2004 37 600 28 300 32 800 2 481 7 472February 2004 33 200 27 300 29 500 2 030 6 742March 2004 31 100 27 000 27 800 1 711 5 784Daily – 2004:18 February 2004 30 900 30 300 30 490 168 54919 February 2004 31 000 30 000 30 000 95 31120 February 2004 30 001 29 100 29 200 105 35523 February 2004 29 300 27 880 28 300 168 59224 February 2004 28 900 27 700 27 800 118 41925 February 2004 28 600 27 300 28 497 85 30226 February 2004 29 459 28 800 29 400 90 30827 February 2004 30 200 29 200 29 500 42 1431 March 2004 30 400 29 800 30 400 107 3562 March 2004 30 790 30 100 30 400 108 3553 March 2004 31 100 30 000 30 440 33 1094 March 2004 30 440 29 899 29 950 34 1135 March 2004 30 000 29 210 29 400 57 1938 March 2004 29 665 29 210 29 450 29 979 March 2004 29 400 28 510 28 900 39 13597

High Low Close Value Volume(cents) (cents) (cents) (R’000) (’000)Daily – 2004:10 March 2004 29 600 28 140 28 999 42 14611 March 2004 29 250 28 000 29 100 74 25712 March 2004 30 600 28 120 30 400 199 66215 March 2004 30 400 29 700 30 000 91 30316 March 2004 30 500 29 500 30 400 149 49317 March 2004 30 600 29 500 30 010 76 25318 March 2004 30 600 30 000 30 420 158 51819 March 2004 31 000 30 000 30 600 27 8723 March 2004 30 700 29 450 29 800 79 26224 March 2004 30 550 29 300 29 500 55 18625 March 2004 30 400 29 040 29 250 69 23526 March 2004 29 450 27 700 28 005 65 22829 March 2004 28 350 27 500 28 000 68 24630 March 2004 27 800 27 000 27 800 71 26131 March 2004 28 490 27 500 27 800 79 2871 April 2004 28 100 27 600 27 750 40 1452 April 2004* 27 850 27 600 27 850 53 190* Last practicable date.98

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