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Download full circular PDF - Anglo American Platinum

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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 <strong>full</strong>y 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

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