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Download full circular PDF - Anglo American Platinum

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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

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