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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
Page 3 and 4: - will receive their preference sha
Page 5 and 6: DEFINITIONSIn this circular, unless
Page 7 and 8: “preference shares”“prime rat
Page 9 and 10: SALIENT FEATURESThis summary contai
Page 11 and 12: Conversion Date:Preference sharehol
Page 13 and 14: SALIENT DATES AND TIMESLast day to
Page 15 and 16: 2. STRATEGY AND PURPOSE OF THE RIGH
Page 17 and 18: 4. PARTICULARS OF THE RIGHTS OFFER4
Page 19 and 20: 4.9 Sale or renunciationHolders of
Page 21 and 22: 4.12.1 In terms of the Exchange Con
Page 23 and 24: Persons located in the United Kingd
Page 25 and 26: Audited Pro formaBefore the After t
Page 27 and 28: 8.5 Variation of rightsIn accordanc
Page 29 and 30: 8.8.3.2 Modikwa Platinum MineThis m
Page 31 and 32: 9. DIRECTORS9.1 Personal particular
Page 33: 9.2 Directors’ remuneration and s
Page 37 and 38: 144.1.18 “Ordinary Share(s)” me
Page 39 and 40: 144.15 The Company shall be obliged
Page 41 and 42: 5 (five)-day period the Ordinary Sh
Page 43 and 44: 2.5.1.3 specifying the Conversion D
Page 45 and 46: 2.6.5 Rights Issues of other securi
Page 47 and 48: BCis the number of Ordinary Shares
Page 49 and 50: 2.6.12 General:Independently Determ
Page 51 and 52: to the surrender of the relevant sh
Page 53 and 54: TABLE BThe table below provides an
Page 55 and 56: UNDERWRITERNameThe Standard Bank of
Page 57 and 58: CONSOLIDATED PRO FORMA BALANCE SHEE
Page 59 and 60: OPINIONBased on our review, nothing
Page 61 and 62: SEGMENTAL INFORMATION for the year
Page 63 and 64: SEGMENTAL INFORMATION (continued)Pu
Page 65 and 66: GROUP STATEMENT OF CHANGES IN EQUIT
Page 67 and 68: NOTES TO THE CONSOLIDATED FINANCIAL
Page 69 and 70: 2003 2002RmRm7. PROFIT BEFORE TAXAT
Page 71 and 72: 2003 2002RmRm11. PROPERTY, PLANT AN
Page 73 and 74: Listed investment: Northam Platinum
Page 75 and 76: 20. SHARE CAPITAL2002 2003 2003 200
Page 77 and 78: 2003 2002RmRm23. EMPLOYEE BENEFITSE
Page 79 and 80: Post-retirement medical aid benefit
Page 81 and 82: 2003 2002RmRm26. ACCOUNTS PAYABLETr
Page 83 and 84: 2003 2002RmRm32. COMMITMENTSMining
Page 85 and 86:
2002Nominal amount of forward excha
Page 87 and 88:
Major shareholdersAccording to the
Page 89 and 90:
ANNEXURE B - Non-mining property, p
Page 91 and 92:
ANNEXURE D - Investments in subsidi
Page 93 and 94:
APPENDIX 8CORPORATE GOVERNANCE AND
Page 95 and 96:
The Board is responsible for settin
Page 97 and 98:
APPENDIX 9PRICE HISTORY OF THE COMP
Page 100:
100 PRINTED BY INCE (PTY) LTD
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