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					                      Anglo Platinum Limited
                        (Incorporated in the Republic of South Africa)
                             Registration number 1946/022452/06
                           Share code: AMS    ISIN: ZAE000013181
                         (“Anglo Platinum” or “the Company”)


        Circular to Shareholders regarding the
       adoption of the proposed Employee Share
                 Participation Scheme
                                         including:
   • amendments to the Articles of Association of the Company to:
     – create 1 512 780 “A” Ordinary Shares; and
     – increase the authorised share capital;
   • the specific issue of Scheme Ordinary Shares and “A” Ordinary Shares for
     cash; and
   • the specific repurchase of “A” Ordinary Shares;

                                    and incorporating:
   • a notice convening a combined general meeting of ordinary and preference
     shareholders;
   • a form of proxy (blue) (for use by certificated ordinary shareholders and
     own name dematerialised ordinary shareholders only); and
   • a form of proxy (green) (for use by certificated preference shareholders
     and own name dematerialised preference shareholders only).


Merchant bank and
transaction sponsor     Employee ownership corporate advisors            Reporting accountants




    Tax advisors                 Corporate law advisors             Independent professional expert




                                          Sponsor




                                Date: 7 March 2008
                            Corporate information and advisors


Company Secretary and registered office              Independent professional expert
Ms J Meyer                                           Ernst & Young Advisory Services Limited
55 Marshall Street                                   (Registration number 2006/01826/06)
Johannesburg, 2001                                   Wanderers Office Park
(PO Box 62179, Marshalltown, 2107)                   52 Corlett Drive
                                                     Illovo
                                                     Johannesburg, 2196
London secretaries                                   (Private Bag X14, Northlands, 2116)
Anglo American Services (UK) Limited
20 Carlton House Terrace                             Reporting accountants and auditors
London SW1Y 5AN
England                                              Deloitte & Touche
                                                     The Woodlands
                                                     20 Woodlands Drive
South African transfer secretaries                   Woodmead
Computershare Investor Services                      Sandton, 2196
(Proprietary) Limited                                (Private Bag X6, Gallo Manor, 2052)
(Registration number 2004/003647/06)
Ground Floor                                         Corporate law advisors
70 Marshall Street
Johannesburg, 2001                                   Deneys Reitz, Inc.
(PO Box 61051, Marshalltown, 2107)                   (Registration number 1984/003385/21)
                                                     82 Maude Street
                                                     Sandton, 2196
United Kingdom registrars                            (PO Box 784903, Sandton, 2146)
Capita Registrars Limited
The Registry                                         Tax advisors
34 Beckenham Road
Beckenham, Kent, BR3 4TU                             KPMG Services (Pty) Limited
England                                              (Registration number 1999/021543/21)
                                                     KPMG Crescent
                                                     85 Empire Road
Sponsor                                              Parktown, 2193
Merrill Lynch South Africa (Pty) Limited             (Private Bag X9, Parkview, 2122)
(Registration number 1995/001805/07)
138 West Street                                      Employee ownership corporate advisors
Sandown, Sandton, 2196
(PO Box 651987, Benmore, 2010)                       The ESOP Shop (Pty) Limited
                                                     (Registration number 2004/015255/07)
                                                     Turbine Hall
Merchant bank and transaction sponsor                65 Ntemi Piliso Street
Rand Merchant Bank                                   Newtown, Johannesburg, 2001
(A division of FirstRand Bank Limited)               (PO Box 353, Newtown, 2113)
(Registration number 1929/001225/06)
1 Merchant Place
Corner Fredman Drive and Rivonia Road
Sandton, 2196
(PO Box 786273, Sandton, 2146)
                                            Table of contents


                                                                                               Page

Corporate information and advisors                                                Inside front cover

Action required by shareholders                                                                   3

Salient dates and times                                                                           4

Definitions                                                                                       5

Circular to shareholders
1.   Introduction                                                                                10
2.   Purpose of this circular                                                                    10
3.   Rationale                                                                                   10
4.   Details relating to the Scheme                                                              10
     4.1   Creation and issue of the “A” Ordinary Shares                                         11
     4.2   Subscription for Scheme Shares                                                        11
     4.3   Allocation and cancellation of Units                                                  12
     4.4   Dividends                                                                             12
     4.5   Repurchase and cancellation of “A” Ordinary Shares by Anglo Platinum                  12
     4.6   Vesting and Capital Distributions                                                     13
     4.7   Termination of employment                                                             14
     4.8   Administration expenses                                                               14
     4.9   Appointment of trustees                                                               14
     4.10 Voting                                                                                 14
     4.11 Effective date                                                                         14
     4.12 Conditions precedent                                                                   14
     4.13 Transaction costs                                                                      15
     4.14 Estimated economic costs                                                               15
     4.15 Pro forma financial effects                                                            15
     4.16 Opinions and recommendations                                                           16
     4.17 Shareholder approval                                                                   16
5.   Salient information on Anglo Platinum                                                       17
     5.1   Background information on Anglo Platinum                                              17
     5.2   Prospects                                                                             17
     5.3   Share capital                                                                         18
     5.4   Major shareholders                                                                    18
     5.5   Details relating to Directors                                                         19
6    Other information                                                                           20
     6.1   Material changes                                                                      20
     6.2   Litigation                                                                            20
     6.3   Corporate governance                                                                  20
     6.4   Material contracts                                                                    21
     6.5   Directors’ responsibility                                                             21
     6.6   Consents                                                                              21
     6.7   Documents available for inspection                                                    21



                                                                                                  1
                                                                                   Page

Annexure 1   Unaudited pro forma Income statement and Balance sheet                  22

Annexure 2   Reporting accountants’ report on the pro forma financial effects        24

Annexure 3   Independent professional expert’s report                                26

Annexure 4   Brief resume for each of the Company’s Directors                        29

Annexure 5   Price history of ordinary shares on the JSE                             32

Annexure 6   Corporate Governance                                                    33

Notice of combined general meeting of ordinary and preference shareholders           35

Form of proxy (blue) for ordinary shareholders                                  Attached

Form of proxy (green) for preference shareholders                               Attached




2
                                 Action required by Shareholders


This circular is important and requires your immediate attention.
Ordinary and preference shareholders (collectively, “Shareholders”) are invited to attend the combined
general meeting regarding the adoption of the Scheme. Preference shareholders are entitled to vote on the
special resolutions and the ordinary resolution to approve the specific issue of shares for cash proposed at
the combined general meeting.
The definitions commencing on page 5 of this circular apply mutatis mutandis to this section.
Please take careful note of the following provisions regarding the action required by Shareholders:

1.   If you have disposed of all of your ordinary and/or preference shares, this circular should be handed to
     the purchaser of such ordinary and/or preference shares or the CSDP, broker or other agent who
     disposed of your ordinary and/or preference shares for you.

2.   If you are in any doubt as to what action to take, consult your CSDP, broker or other professional advisor
     immediately.

3.   This circular contains information relating to the Employee Share Participation Scheme. You should
     carefully read through this circular and decide how you wish to vote on the resolutions to be proposed
     at the general meeting.

4.   The general meeting, convened in terms of the notice of general meeting incorporated in this circular,
     will be held in the Auditorium, 18th Floor, 55 Marshall Street, Johannesburg, 2001 on Monday, 31 March
     2008, at 14:30, or as soon thereafter as the Annual General Meeting of Anglo Platinum is concluded.

5.   If you have dematerialised your ordinary and/or preference shares:

     5.1   Own name registration
           You are entitled to attend, or be represented by proxy, at the general meeting.
           If you are unable to attend the general meeting, but wish to be represented thereat, you must
           complete and return the attached form of proxy, in accordance with the instructions contained
           therein, to be received by the transfer secretaries, Computershare Investor Services (Proprietary)
           Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown,
           2107) by no later than 14:30 on Thursday, 27 March 2008.

     5.2   Other than own name registration
           You are entitled to attend, or be represented by proxy, at the general meeting. You must not,
           however, complete the attached form of proxy. You must advise your CSDP or broker timeously if
           you wish to attend, or be represented at the general meeting.
           If your CSDP or broker does not contact you, you are advised to contact your CSDP or broker and
           provide them with your voting instructions. If your CSDP or broker does not obtain instructions
           from you, they will be obliged to act in terms of your mandate furnished to them.
           If you do wish to attend or be represented at the general meeting, your CSDP or broker will be
           required to issue the necessary letter of representation to you to enable you to attend or to be
           represented at the general meeting.

6.   If you hold certificated shares:
     You are entitled to attend, or be represented by proxy, at the general meeting.
     If you are unable to attend the general meeting, but wish to be represented thereat, you must complete
     and return the attached form of proxy, in accordance with the instructions contained therein, to be
     received by the transfer secretaries, Computershare Investor Services (Proprietary) Limited, Ground
     Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) by no later than
     14:30 on Thursday, 27 March 2008.




                                                                                                             3
                                           Salient dates and times


The definitions commencing on page 5 of this circular have, where necessary, been used in this section.

                                                                                                                  2008

Circular posted to Shareholders on                                                                    Friday, 7 March

Form of proxy for the general meeting to be received by 14:30 on                                 Thursday, 27 March

General meeting to be held at 14:30, or as soon thereafter as the Annual
General Meeting of Anglo Platinum is concluded, on                                                 Monday, 31 March

Results of combined general meeting released on SENS on                                            Monday, 31 March

Results of combined general meeting published in the press on                                        Tuesday, 1 April

Special resolutions lodged with CIPRO on or about                                                    Tuesday, 1 April


Notes:
1. These dates and times are subject to amendment. Any material amendment will be released on SENS and published in
   the press.
2. All times given in this circular are local times in South Africa.
3. This circular is available in English only. Copies may be obtained from the registered office of the Company, at the
   address set out in the Corporate Information and Advisors section of this circular, during normal business hours from
   Friday, 7 March 2008 until Monday, 31 March 2008.




4
                                                Definitions


In this circular, unless otherwise stated or the context indicates otherwise, the words in the first column shall
have the meanings assigned to them in the second column. Words in the singular include the plural and vice
versa, words and expressions which denote one gender include the other gender, and a reference to a natural
person includes a juristic person and an association and vice versa.

“Act”                               Companies Act (Act 61 of 1973) as amended;

“Allocation Date”                   in relation to each Beneficiary, the date with effect from which the Trust
                                    will allot Units to the Beneficiary, which date will be either the Approval
                                    Date, or one of respectively the first, second, third, fourth, fifth or sixth
                                    anniversaries of the Approval Date;

““A” Holder”                        the holder of an “A” Ordinary Share from time to time;

““A” Ordinary Shares”               1 512 780 (one million five hundred and twelve thousand seven hundred
                                    and eighty) “A” ordinary shares in the share capital of the Company
                                    having a par value of ten South African cents each and comprising
                                    3 subclasses of “A” Ordinary Shares, namely “A1”, “A2” and “A3”
                                    Ordinary Shares, of equal number, to be created to facilitate the Scheme,
                                    subject to the passing of the necessary resolutions detailed in the notice
                                    of combined general meeting attached to this circular, representing
                                    approximately 0.6% of the issued ordinary share capital of Anglo
                                    Platinum on the last practicable date;

““A” Ordinary Share dividend”       the dividend paid or declared by the Company in respect of an “A”
                                    Ordinary Share;

“Anglo Platinum” or                 Anglo Platinum Limited (Registration number 1946/022452/06), a
“the Company”                       company incorporated in South Africa and listed on the JSE;

“Annual Portion”                    the seven equal portions into which the Units will be divided for allocation
                                    to Beneficiaries on an annual basis;

“Approval Date”                     the date on which the Scheme is approved by the ordinary shareholders
                                    of the Company;

“Articles”                          articles of association of the Company;

“BEE”                               black economic empowerment, as envisaged in the BEE legislation;

“BEE legislation”                   collectively, the Broad-Based Black Economic Empowerment Act, 2003, as
                                    amended, and the Charter;

“Beneficiaries”                     Employees who are beneficiaries from time to time of the Trust;

“Board”                             board of directors from time to time of the Company;

“business day”                      any day other than a Saturday, Sunday or an official public holiday in
                                    South Africa;

“Capital Distributions”             the capital distributions to be made by the Trust to the Beneficiaries as
                                    determined by reference to their Trust Interest on each Vesting Date, as
                                    set out in paragraph 4.6;

“Cancellation Formula”              the formula set out in the Articles in terms of which the Company will
                                    repurchase and cancel the “A” Ordinary Shares, or a portion of them, on
                                    each Transaction Date;



                                                                                                               5
“Cancellation Shares”           the “A” Ordinary Shares which Anglo Platinum will be entitled to
                                repurchase and cancel in respect of a Relevant Share Tranche as
                                calculated in accordance with the Cancellation Formula;

“certificated shareholders”     ordinary or preference shareholders who hold certificated shares;

“certificated shares”           ordinary or preference shares that have not been dematerialised, title to
                                which is represented by a physical document of title;

“Charter”                       the Broad-Based Socio-Economic Empowerment Charter, including the
                                Scorecard, for the South African Mining Industry, gazetted on 25 April
                                2005 by the Minister of Minerals and Energy under the Mineral and
                                Petroleum Resources Development Act (Act 28 of 2002), as amended, and
                                any amended or replacement Charter and/or Scorecard from time to time;

“CIPRO”                         Companies and Intellectual Property Registration Office;

“circular”                      circular regarding the Scheme, dated 7 March 2008, including the
                                annexures and reports thereto, the notice of combined general meeting
                                and the attached forms of proxy;

“combined general meeting”      combined general meeting of ordinary and preference shareholders to be
                                held in Johannesburg on Monday, 31 March 2008 at 14:30, or as soon
                                thereafter as the Annual General Meeting of Anglo Platinum is
                                concluded, to consider and, if deemed appropriate, approve the
                                resolutions set out in the notice of combined general meeting;

“Conversion Shares”             the “A” Ordinary Shares that are not repurchased and cancelled on a
                                Relevant Transaction Date as calculated in accordance with the
                                Cancellation Formula and are converted into ordinary shares;

“CSDP”                          Central Securities Depository Participant, accepted as a participant in
                                terms of the Securities Services Act, No. 36 of 2004;

“dematerialised shareholders”   ordinary or preference shareholders who hold dematerialised shares;

“dematerialised shares”         ordinary or preference shares held in electronic form as uncertificated
                                securities that have been incorporated into the Strate system and which
                                are held on Anglo Platinum’s sub-register in electronic form in terms of
                                the Securities Services Act;

“Directors”                     directors of Anglo Platinum from time to time;

“Distributable Income”          any “A” Ordinary Share dividends, dividends or other distributions
                                received by the Trust in respect of the Trust’s holding of the Scheme
                                Shares in accordance with the rights attaching to the Scheme Shares as
                                set out in the Company’s Articles, (after deduction of all attributable costs,
                                expenses, duties and taxes and excluding any interest earned on cash
                                held by the Trust), from time to time;

“Distribution Shares”           the ordinary shares in the share capital of the Company to which a
                                Beneficiary has a personal vested right to receive as determined by
                                reference to their Trust Interest on each Vesting Date;

“dividend”                      the dividend paid or declared by the Company in respect of an ordinary
                                share;

“document of title”             share certificate, transfer deed or form, balance receipt or any other
                                document of title acceptable to Anglo Platinum in respect of a certificated
                                share;



6
“Employee”                    a permanent employee of any member of the Group as at the Approval
                              Date including any persons who may join the Group as an employee from
                              time to time between the Approval Date and the Final Allocation Date, but
                              excluding any person who renders services to the Group at any time
                              through the involvement of a labour brokerage or otherwise by
                              temporary contract other than as an employee of any member of the
                              Group or who is a member of any other share option or share incentive
                              plan implemented by any member of the Group. It is specifically recorded
                              that, as at the Signature Date, the Employees will be those in Paterson
                              Bands D1 and below;

“Employer Companies”          those companies in the Group which employ the Beneficiaries;

“Final Allocation Date”       the sixth anniversary of the Approval Date;

“Group”                       Anglo Platinum and its South African subsidiaries, including any South
                              African joint venture in which the Company or its subsidiaries have a
                              participation share or interest of at least 50% and which is managed by
                              the Company or its subsidiaries, from time to time;

“HDSA”                        any person, category of persons or community, disadvantaged by unfair
                              discrimination before the Constitution of South Africa, 1993 (Act 200 of
                              1993), came into operation, as set out in the Charter;

“IFRS”                        International Financial Reporting Standards;

“Income Tax Act”              Income Tax Act (Act 58 of 1962), as amended;

“independent professional expert” Ernst & Young Advisory Services Limited (Registration number
                                  2006/01826/06), a company incorporated in South Africa;

“Initial Trustee”             the initial trustee appointed in terms the Trust Deed until the trustees
                              elected by the Beneficiaries and the independent trustees have been
                              appointed and have received their letters of authority from the Master of
                              the High Court;

“JSE”                         JSE Limited (Registration number 2006/022939/06), a company
                              incorporated in South Africa and licensed to operate an exchange under
                              the Securities Services Act;

“King Code”                   the South African King Code on Corporate Governance, 2002;

“last practicable date”       25 February 2008, being the last practicable date prior to finalisation of
                              this circular;

“Listings Requirements”       Listings Requirements of the JSE, as amended;

“notice of combined general   notice convening the combined general meeting of ordinary and
 meeting”                     preference shareholders on Monday, 31 March, 2008, which forms part of
                              this circular;

“ordinary share”              ordinary share with a par value of ten South African cents in the share
                              capital of Anglo Platinum;

“ordinary shareholder”        registered holder of an ordinary share;

“preference share”            preference share with a par value of one South African cent in the share
                              capital of Anglo Platinum;

“preference shareholder”      registered holder of a preference share;

“Rand” or “R”                 South African Rand, the currency of South Africa;



                                                                                                      7
“Recognised Union”               a registered trade union recognised by Anglo Platinum on behalf of its
                                 Employer Companies;

“Reduction”                      equal to five-sixths of the aggregate dividend per ordinary share paid by
                                 Anglo Platinum;

“Relevant Pricing Date”          the 7 March 2008 in respect of the “A1” Ordinary Shares, the first
                                 anniversary of the Subscription Date in respect of the “A2” Ordinary
                                 Shares and the second anniversary of the Subscription Date in respect of
                                 the “A3” Ordinary Shares;

“Relevant Transaction Date” or   each of the fifth, sixth and seventh anniversaries of the Subscription
“Transaction Date”               Date;

“Relevant Share Tranche”         the “A1” Ordinary Share tranche, “A2” Ordinary Share tranche or “A3”
                                 Ordinary Share tranche, as the case may be, or a portion of such Share
                                 tranche to be repurchased and cancelled by Anglo Platinum on the
                                 Relevant Transaction Date (such date being the fifth anniversary of
                                 the Subscription Date for the “A1” Ordinary Shares, the sixth
                                 anniversary of the Subscription Date for the “A2” Ordinary Shares and
                                 the seventh anniversary of the Subscription Date for the “A3” Ordinary
                                 Shares);

“reporting accountants”          Deloitte & Touche, Registered Auditors;

“Scheme”                         the broad-based employee share participation scheme to be established by
                                 Anglo Platinum for the benefit of Beneficiaries in terms of which the
                                 Trust will acquire the Scheme Shares;

“Scheme Ordinary Shares”         the 1 008 519 (one million and eight thousand five hundred and nineteen)
                                 ordinary shares to be issued by Anglo Platinum to the Trust in terms of
                                 the Subscription Agreement, representing approximately 0.4% of the
                                 ordinary issued share capital of Anglo Platinum on the last practicable
                                 date;

“Scheme Shares”                  the “A” Ordinary Shares and Scheme Ordinary Shares held by the Trust
                                 in terms of the Trust Deed for the purposes of the Scheme;

“SENS”                           Securities Exchange News Service of the JSE;

“Securities Services Act”        Securities Services Act, 2004 (Act 36 of 2004);

“Shareholders”                   collectively, ordinary and preference shareholders;

“South Africa”                   Republic of South Africa;

“Strate”                         Strate Limited (Registration number 1998/022242/06), a company
                                 incorporated in South Africa, a registered central securities depository in
                                 terms of the Securities Services Act, and which manages the electronic
                                 clearing and settlement system for transactions that take place on the
                                 JSE and off-market trades;

“Subscription Agreement”         a written agreement to be executed between the Company and the Trust
                                 in terms whereof the Company offers for subscription and the Trust
                                 subscribes for the Scheme Shares;

“Subscription Date”              the date on which the Trust subscribes for the Scheme Shares in terms of
                                 the Subscription Agreement;

“Termination Date”               the date of termination of the Scheme, being the eighth anniversary of the
                                 Approval Date;



8
“Transfer Secretaries”   Computershare Investor Services (Proprietary) Limited (Registration
                         numbers 2004/003647/06), a company incorporated in South Africa;

“Trust”                  the Anglo Platinum Kotula Trust, an entity established for the purpose of
                         acquiring and managing the Scheme Shares for the benefit of the
                         Beneficiaries;

“Trustees”               trustees of the Trust from time to time;

“Trust Deed”             the trust deed establishing the Trust and setting out, inter alia,
                         governance related matters pertaining to the Trust and Trustees;

“Trust Interest”         the personal vested right of a Beneficiary to participate in Distributable
                         Income and Capital Distributions which shall be expressed as a
                         percentage, calculated by dividing the number of Units allocated to or
                         held by the Beneficiary from time to time by the total number of Units
                         allocated at that time;

“Units”                  notional units used as a mechanism to describe Trust Interests. A Unit is
                         not property of any nature and has no separate existence. There shall be
                         70 000 000 Units;

“Vesting Date”           in respect of each Beneficiary, the dates on which the Distribution Shares
                         vest in the Beneficiary, being each of the fifth, sixth and seventh
                         anniversaries of the Subscription Date; and

“VWAP”                   volume weighted average traded price, being the total value of the
                         securities traded for the period divided by the total number of securities
                         traded for the period.




                                                                                                 9
                              Anglo Platinum Limited
                                   (Incorporated in the Republic of South Africa)
                                        Registration number 1946/022452/06
                                      Share code: AMS    ISIN: ZAE000013181




                                       Circular to Shareholders


1.   Introduction
     Anglo Platinum has reached consensus with its Recognised Unions on the key terms and structure of
     the Employee Share Participation Scheme. The 1.5% scheme originally contemplated by Anglo Platinum
     did not envisage the issue of a proportion of fully facilitated (i.e. free) shares to the Trust. Following a
     thorough consultation process with its Recognised Unions, and to reduce the risk of share price volatility
     to the Scheme thereby ensuring that sustainable value is created for Beneficiaries, Anglo Platinum has
     structured the Scheme to include 40% fully facilitated shares through the issue of the Scheme Ordinary
     Shares to the Trust. The proposed 1% Scheme is equivalent in cost to placing 1.5% of the Company’s
     issued ordinary share capital into a HDSA trust on a 100% “A” Ordinary Share basis.
     The Trust will receive the full dividend in respect of the Scheme Ordinary Shares and dividends equal to
     one-sixth of an ordinary share dividend in respect of the “A” Ordinary Shares. These dividends will be
     paid out annually to the Beneficiaries. In addition, Beneficiaries will receive capital distributions at the
     end of years five, six and seven which may potentially be reinvested to provide ongoing benefits beyond
     the original term of the Trust.
     Anglo Platinum has concluded all agreements necessary to implement the Scheme, which
     implementation is subject to the fulfilment of the conditions precedent in paragraph 4.12 below.


2.   Purpose of this circular
     The purpose of this circular is to provide Shareholders with relevant information relating to the Scheme
     in order to enable Shareholders to make an informed decision as to whether or not they should vote in
     favour of the resolutions to be proposed at the combined general meeting. The resolutions (and
     statements indicating which of the ordinary and/or preference shareholders are required to vote on
     them) are set out in the notice of combined general meeting.


3.   Rationale
     Anglo Platinum has decided to implement the Scheme to incentivise its Employees, and recognises that
     the Scheme will contribute to the alignment of shareholders’ and Employees’ interests in respect of the
     value growth of the Company.
     Anglo Platinum is fully supportive of BEE as a strategic transformation objective and recognises the
     importance of the participation of its employees in its transformation initiatives. The Scheme will
     empower Anglo Platinum Employees by enabling them to acquire approximately 1% of the issued ordinary
     share capital of the Company, subject to the provisions of the Trust. One of the anticipated functions of the
     Trust will be to evaluate appropriate savings and investment vehicles for the Beneficiaries.


4.   Details relating to the Scheme
     Anglo Platinum will establish the Trust for an eight year duration to facilitate the Scheme. The Trust will
     subscribe for both Scheme Ordinary Shares and a new class of share created specifically to facilitate the
     implementation of the Scheme, namely “A” Ordinary Shares. The number of shares subscribed for by the
     Trust will be in the proportion of 60% “A” Ordinary Shares to 40% Scheme Ordinary Shares.




10
4.1   Creation and issue of the “A” Ordinary Shares

      4.1.1 Anglo Platinum will increase its authorised share capital through the creation of 1 512 780
            (one million five hundred and twelve thousand seven hundred and eighty) “A” Ordinary
            Shares. The “A” Ordinary Shares shall consist of an equal number of “A1” Ordinary Shares,
            “A2” Ordinary Shares and “A3” Ordinary Shares. The “A1” Ordinary Shares, the
            “A2” Ordinary Shares and the “A3” Ordinary Shares shall be referred to collectively as the
            ““A” Ordinary Shares” but each of the “A1” Ordinary Shares, the “A2” Ordinary Shares and
            the “A3” Ordinary Shares shall constitute a separate class of share. 1 512 780 (one million
            five hundred and twelve thousand seven hundred and eighty) “A” Ordinary Shares will be
            issued by Anglo Platinum to the Trust, as set out in paragraph 4.2, for purposes of the
            Scheme.

      4.1.2 The full terms of the “A” Ordinary Shares are set out in special resolution number 2 in the
            notice of combined general meeting attached to this circular, however the key terms of the
            “A” Ordinary Shares are:
            • Anglo Platinum will have the right to repurchase and cancel all or some of the
              “A” Ordinary Shares in accordance with the Cancellation Formula;
            • the “A” Ordinary Shares will not be listed but will be considered in determining a quorum
              and entitled to vote on any or all resolutions proposed at general/annual general
              meetings;
            • the “A” Ordinary Shares which are not repurchased and cancelled will be converted into
              ordinary shares; and
            • the “A” Ordinary Shares will be entitled to receive an “A” Ordinary Share dividend equal
              to one-sixth of the dividend per ordinary share declared by the Company from time to time
              and will rank pari passu with the ordinary dividends, provided that in respect of the “A”
              Ordinary Shares there shall be payable within 14 (fourteen days) of the Subscription Date,
              an initial “A” Ordinary Share dividend in an amount equal in aggregate to the “A”
              Ordinary Share dividend which would have been payable in respect of the “A” Ordinary
              Shares had the “A” Ordinary Shares been in issue on the dividend declaration date in
              respect of ordinary shares of the Company immediately preceding the date of issue of the
              “A” Ordinary Shares plus the amount which would have been payable to the “A” Holder
              had the “A” Holder in addition held 1 008 519 (one million and eight thousand five
              hundred and nineteen) Scheme Ordinary Shares in the share capital of the Company on
              such date.
      4.1.3 The JSE does not ordinarily allow the creation of unlisted securities with voting and other
            rights attached thereto, but in the interests of BEE, the JSE has agreed to the creation of the
            “A” Ordinary Shares subject to the terms in paragraphs 4.1.4 and 4.1.5 below. In addition,
            the JSE has requested a fairness opinion as referred to in paragraph 4.16 and Shareholders
            will be requested to vote on the Scheme as set out in paragraph 4.17.

      4.1.4 Although the “A” Ordinary Shares will have full voting rights, the holders of the “A”
            Ordinary Shares will not be entitled to veto any resolution that would otherwise have been
            capable of being passed, or not, by the required majority of votes, collectively, of the holders
            of the ordinary shares, preference shares and the “A” Ordinary Shares, other than
            resolutions relating to the rights and privileges of the “A” Ordinary Shares.

      4.1.5 The rights attaching to the “A” Ordinary Shares may not be amended in any material respect
            without the prior approval of the JSE and will not be counted for categorisation purposes in
            terms of Section 9 of the Listings Requirements.

      4.1.6 Once the “A” Ordinary Shares have been issued to the Trust as set out in paragraph 4.2, the
            Trust cannot dispose of the “A” Ordinary Shares or a portion of them, save for a disposal as
            contemplated in paragraph 4.5.

4.2   Subscription for Scheme Shares

      4.2.1 Anglo Platinum will establish the Trust to administer the Scheme Shares for the benefit of
            the Beneficiaries. More than 90% of Beneficiaries will be HDSAs. The Trust will be regarded
            as a non-public shareholder for Listings Requirements purposes.

      4.2.2 The Employer Companies will carry the cost of the Scheme by making cash payments to the
            Trust amounting to approximately R1 803 million, which represent the expected cost to the
            Group of the Scheme.



                                                                                                         11
           4.2.3 On and with effect from the Subscription Date, the Trust will subscribe for and Anglo
                 Platinum will allot and issue to the Trust:
                 • 504 260 (five hundred and four thousand two hundred and sixty) “A1” Ordinary Shares
                   at 33.42% of the 30-day VWAP of an ordinary share, calculated as at the Business Day
                   immediately prior to the Subscription Date, being the fair value of the “A1” Ordinary
                   Shares at that date;
                 • 504 260 (five hundred and four thousand two hundred and sixty) “A2” Ordinary Shares
                   at 32.35% of the 30-day VWAP of an ordinary share, calculated as at the Business Day
                   immediately prior to the Subscription Date, being the fair value of the “A2” Ordinary
                   Shares at that date;
                 • 504 260 (five hundred and four thousand two hundred and sixty) “A3” Ordinary Shares
                   at 31.81% of the 30-day VWAP of an ordinary share, calculated as at the Business Day
                   immediately prior to the Subscription Date, being the fair value of the “A3” Ordinary
                   Shares at that date; and
                 • the Scheme Ordinary Shares at the opening price of ordinary shares on the JSE,
                   calculated as at the Business Day immediately prior to the Subscription Date.

           4.2.4 The Scheme Shares will constitute approximately 1% (after the issue of the Scheme Shares
                 to the Trust) of Anglo Platinum’s issued ordinary share capital.

           4.2.5 In 2007, 3 604 352 ordinary shares were issued in terms of a dividend reinvestment
                 program. No other issues of shares for cash have taken place in the previous three years,
                 other than for purposes of the Anglo Platinum Employee Share Schemes and following
                 conversion of preference shares into ordinary shares, details of which are disclosed in the
                 Company’s annual reports.


     4.3   Allocation and cancellation of Units
           In order to facilitate the equal participation of Beneficiaries in the Scheme and reward long service
           over the life of the Scheme, the Trust will allocate Units to participants on an annual basis. The
           Units represent a Beneficiaries’ personal vested right to part of the Scheme Shares held by the
           Trust. On each Vesting Date, the Beneficiaries will become entitled to receive their Distribution
           Shares and will correspondingly realise that portion of their Units that corresponds to the
           Distribution Shares distributed by the Trust.

           4.3.1 The number of Units available for allocation, namely 70 000 000 Units, shall be divided into
                 the Annual Portions for allocation to Beneficiaries on the Allocation Dates.

           4.3.2 All Beneficiaries in service on the Allocation Date will be allocated an equal number of Units
                 from that Annual Portion.

           4.3.3 On each Vesting Date, the Trustees shall cancel such proportion of each Beneficiary’s
                 allocated units as equates to the number of Distribution Shares to be distributed according
                 to the formula detailed in the Trust Deed.

     4.4   Dividends
           It is anticipated that the Trust shall pay Distributable Income (after making provision for Trust
           expenses and liabilities to the extent that the interest received by the Trust on funds invested by it
           or other taxable income received is insufficient in this regard) to the Beneficiaries in proportion to
           their Trust Interest annually on or about the last day of November of each year, subject to the
           condition that the Beneficiaries are Employees at the time of the distribution.

     4.5   Repurchase and cancellation of “A” Ordinary Shares by Anglo Platinum

           4.5.1 Anglo Platinum will, subject to the requirements of the Companies Act and the JSE, be
                 entitled to repurchase, at par value, and cancel the “A” Ordinary Shares on each Relevant
                 Transaction Date in accordance with paragraphs 4.5.2 and 4.5.3 below. The “A” Ordinary
                 Shares converted into ordinary shares as envisaged in paragraphs 4.5.2 and 4.5.3 will be
                 distributed to the Beneficiaries as contemplated in paragraph 4.6.

           4.5.2 Anglo Platinum will:
                 • determine the 30-day VWAP per ordinary share on the JSE on the Business Day
                   immediately prior to the Relevant Transaction Date (the “Transaction Price”);



12
            • calculate the number of Cancellation Shares which Anglo Platinum will repurchase and
              cancel in respect of the Relevant Share Tranche in accordance with paragraph 4.5.3;
            • repurchase and cancel the Cancellation Shares;
            • procure the conversion of the “A” Ordinary Shares which will not have been cancelled
              (“the Conversion Shares”) into ordinary shares; and
            • procure that the Conversion Shares, after their conversion to ordinary shares, shall be
              listed on the JSE.

      4.5.3 The number of “A” Ordinary Shares to be repurchased and cancelled by Anglo Platinum for
            every tranche, being the “A1” Ordinary Shares, “A2” Ordinary Shares and “A3” Ordinary
            Shares, will be determined as follows:

                 B–C+D
            A=
                     E
            where:
            A    is the number of Cancellation Shares which Anglo Platinum shall be entitled to
                 repurchase and cancel, which number shall not be greater than the number of
                 “A” Ordinary Shares constituting the Relevant Share Tranche (the “Transaction Shares”);
            B    is the 30-day VWAP of an ordinary share on the JSE on the Business Day immediately
                 prior to the Relevant Pricing Date multiplied by the number of “A” Ordinary Shares
                 constituting the Relevant Share Tranche (“the Opening Balance”);
            C    is the Reduction during the period commencing on the Relevant Pricing Date and
                 terminating on the Relevant Transaction Date (“the Relevant Period”), multiplied by the
                 number of “A” Ordinary Shares constituting the Relevant Share Tranche;
            D    is an increment, calculated by the application of an escalation factor (“the Factor”), being
                 9.5%, nominal annual compounded annually in arrears, to the Opening Balance in
                 respect of the relevant period, provided that the Reduction will be taken into account in
                 determining the Opening Balance and further provided that the Reduction will be
                 deemed to have reduced the Opening Balance from time to time on each anniversary of
                 the Relevant Pricing Date; and
            E    is the price as ascertained in paragraph 4.5.2 on the Relevant Transaction Date.
            The following table provides an illustration of the calculation of “D”, assuming an Opening
            Balance of R100.00 and an initial Reduction of R2.00 growing at 5% p.a.
            Year          Opening balance (B)           Increment (D)          Reduction (C)     B+D–C
            1             R100.00                       R9.50                  R2.00             R107.50
            2             R107.50                       R10.21                 R2.10             R115.61
            3             R115.61                       R10.98                 R2.21             R124.38
            4             R124.38                       R11.82                 R2.32             R133.88
            5             R133.88                       R12.72                 R2.43             R144.17
            Total over Relevant Period                  R55.23                 R11.06

      4.5.4 The Directors shall not implement any such repurchase as contemplated above unless it
            complies with the Companies Act, the Listings Requirements and the Articles of the
            Company. An announcement will be released on SENS in the event that the specific
            repurchase takes place, including a statement as to the source of funds to be utilised.

4.6   Vesting and Capital Distributions
      On each Vesting Date there will vest in each Beneficiary their Distribution Shares as determined by
      reference to their Trust Interest on the Vesting Date multiplied by the sum of the number of
      Conversion Shares available for distribution and one-third of the Scheme Ordinary Shares (taking into
      account such disposals as are necessary to settle and/or provide for Trust expenses and liabilities).
      The Distribution Shares will be distributed to the Beneficiaries, provided that if a Beneficiary so
      directs, the Distribution Shares shall be disposed of and sold by the Trust (acting as agent of the
      Beneficiary) on behalf of the Beneficiary and the proceeds thereof (net of all expenses and taxes
      related thereto) will be distributed to the Beneficiary, as soon as practically possible after the
      Vesting Date. The Trustees shall (acting as an agent of the Beneficiaries) always dispose of and sell
      so many of the Distribution Shares as shall be necessary to provide for and settle all taxes payable
      by or on behalf of the Beneficiaries.



                                                                                                          13
     4.7   Termination of employment
           The Trust Deed makes detailed provision for the position of a Beneficiary in the event of death,
           disability, retrenchment, retirement, promotions or appointments into employee categories that
           participate in other employee incentive schemes as well as dismissal or resignation of Beneficiaries.

     4.8   Administration expenses

           4.8.1 The Trust shall appoint an independent company to administer the affairs of the Trust.

           4.8.2 Trust expenses, including administration costs, will be borne by the Trust and paid out of
                 the interest accruing to the Trust and, if required, share distributions paid to the Trust on
                 the Scheme Shares.

           4.8.3 The Company will contribute to expenses on such basis as may be agreed from time to time
                 between the Trustees and the Company.

     4.9   Appointment of trustees

           4.9.1 Trustees will be appointed as follows:
                   • the Company will appoint the Initial Trustee who will not be an executive director of the
                     Company;
                   • all Recognised Unions will be entitled to appoint one Trustee plus one additional Trustee
                     for every complete ten thousand Employees represented by such Recognised Union;
                   • the Trustees so appointed will elect up to four independent Trustees, all of whom will be
                     suitably qualified in terms of an agreed skill profile; and
                   • the chairperson will be elected from the independent Trustees and shall have a casting
                     vote.

           4.9.2 All Trustees appointed by the Company and the Recognised Unions, with the exception of
                 Independent Trustees, may be employees of the Company and may be Beneficiaries of the
                 Trust.

           4.9.3 The majority of Trustees will be HDSAs.

     4.10 Voting
           The Trust shall be entitled to exercise all voting rights attaching to all shares of which it is the
           registered owner until the shares vest in the Beneficiaries as contemplated by the Trust Deed and
           are either sold on behalf of or transferred to such Beneficiaries.

     4.11 Effective date
           The Scheme will be implemented with effect from the Approval Date and will be open to all
           Employees.

     4.12 Conditions precedent
           The implementation of the Scheme is subject to the fulfilment of the following conditions precedent:
           • the passing of all necessary special resolutions and the ordinary resolution to approve the
             specific issue of shares for cash by the requisite majority of Shareholders at the combined
             general meeting and the remaining ordinary resolutions by the requisite majority of ordinary
             shareholders at the combined general meeting;
           • the registration of the special resolutions by CIPRO; and
           • the Master of the High Court of South Africa issuing a letter of authority to the Initial Trustee.




14
4.13 Transaction costs
     The estimated transaction costs of the Scheme to Anglo Platinum are set out below:
     Service                                           Service provider                        Amount (R)
     Advisory                                          Rand Merchant Bank                       4 000 000
     Employee ownership corporate advisory             The ESOP Shop                            2 960 000
     Legal fees                                        Deneys Reitz                               250 000
     Tax advisory                                      KPMG                                       750 000
     Independent professional expert                   Ernst & Young                              430 000
     Reporting accountants’ report                     Deloitte & Touche                          100 000
     JSE documentation inspection                      JSE Issuer Services                         25 365
     Publishing and printing                           Ince (Pty) Ltd                             150 000
     Total                                                                                      8 665 365


4.14 Estimated economic costs
     Anglo Platinum has estimated the economic cost of implementing the Scheme for the Company and
     its Shareholders to be approximately R1 803 million. This represents approximately 0.6% of the
     market capitalisation of Anglo Platinum on the last practicable date (c. R296 billion). This figure
     was calculated with reference to the requirements of IFRS, including IFRS 2 – Share-Based
     Payments and AC 503 – Accounting for Black Economic Empowerment (BEE) Transactions.
     IFRS 2 sets out the basis for calculating the economic cost shown above and the valuation uses the
     following key inputs or assumptions:
     • the Black-Scholes model for valuing options;
     • the actual or likely conversion dates attached to the “A” Ordinary Shares; and
     • using available open-market data, estimated expected future ordinary share prices as determined
       using option pricing models and an estimation of the future dividends at given dates.
     These calculations derive an expected future cost associated with the Scheme that is then
     discounted to the present, resulting in the figure of R1 803 million shown above. This amount will
     be expensed over the term of the Scheme (seven years) in the Company’s Income Statement in terms
     of IFRS.

4.15 Pro forma financial effects
     The unaudited pro forma financial information of Anglo Platinum was prepared in order to show
     the effects of the Scheme, assuming that the issue took place to its full extent on 1 January 2007
     for purposes of the income statement for the year ended 31 December 2007 and as at 31 December
     2007 for purposes of the balance sheet. The information is the responsibility of the Directors of
     Anglo Platinum and has been prepared for illustrative purposes only and may not, because of its
     nature, give a fair reflection of the financial position of Anglo Platinum. It does not purport to be
     indicative of what the results or financial results would have been if the issue had actually occurred
     at an earlier date.
     The unaudited pro forma financial information of Anglo Platinum should be read in conjunction
     with the Notes thereto and the report of the reporting accountants (Annexure 1).
     Unaudited pro forma per share information for the year ended 31 December 2007
     The pro forma historical financial effects of the issue are as follows:
                                                                       Before        After      Movement
     For the year ended 31 December 2007                            the issue    the issue            (%)
     Net asset value per share1                       SA   cents      11   974      11   974          0.0
     Tangible net asset value per share1              SA   cents      11   974      11   974          0.0
     Basic earnings per share2                        SA   cents       5   241       5   148         (1.8)
     Diluted earnings per share3                      SA   cents       5   203       5   112         (1.8)
     Headline earnings per share4                     SA   cents       5   239       5   146         (1.8)
     Weighted average number of shares in
     issue5                                           millions          234.7        234.7            0.0
     Weighted average diluted number of
     shares in issue6                                 millions          237.0        237.0            0.0
     Number of shares in issue7                       millions          236.4        236.4            0.0



                                                                                                        15
          Notes:
          1. Net asset value per share is computed by dividing total equity attributable to ordinary shareholders by the
             number of shares in issue. Tangible net asset value per share is equal to net asset value per share as the
             Company does not hold any intangible assets.
          2. Basic earnings per share is computed by dividing net earnings attributable to ordinary shareholders by the
             weighted average number of shares in issue.
          3. The diluted earnings per share is computed by dividing net earnings attributable to ordinary shareholders
             by the weighted average diluted number of shares in issue.
          4. Headline earnings is calculated in terms of Circular 8/2007 on Headline Earnings issued by the South
             African Institute of Chartered Accountants. Headline earnings per share is computed by dividing headline
             earnings attributable to ordinary shareholders by the weighted average number of shares in issue.
          5. The weighted average number of ordinary shares in issue was 234.7 million for the year ended 31 December
             2007. The Trust is consolidated and consequently the issuance of the Scheme Shares will not increase the
             weighted average number of shares in issue.
          6. The weighted average diluted number of ordinary shares in issue was 237.0 million for the year ended
             31 December 2007 and even with the issuance of 2.5 million Scheme Shares, the weighted average diluted
             number of ordinary shares in issue for that period has remained the same as none of the shares issued have
             any dilutive impact for the period.
          7. The number of ordinary shares in issue as at 31 December 2007 was 236.4 million. The Trust is consolidated
             and consequently the issuance of the Scheme Shares will not increase the number of ordinary shares in issue.

     4.16 Opinions and recommendations
          In terms of the Listings Requirements, an independent professional expert was required to
          determine if the terms and conditions of the “A” Ordinary Shares are fair to the Shareholders.
          Ernst & Young Advisory Services Limited, the independent professional expert appointed by the
          Board in terms of the Listings Requirements, has considered the terms and conditions of the
          “A” Ordinary Shares and is of the opinion that such terms and conditions are fair to the
          Shareholders.
          The independent professional expert’s report is set out in Annexure 3 of this circular.
          The Board has considered the terms and conditions of the Scheme and the opinion of the
          independent professional expert and is of the opinion that the Scheme is in the best interests of
          Anglo Platinum and its Shareholders.
          The Board therefore recommends that the Shareholders vote in favour of the Scheme and the
          ordinary and special resolutions to be proposed at the combined general meeting. In respect of their
          personal holdings in Anglo Platinum, the relevant Board members intend to vote their shares in
          favour of the Scheme and the ordinary and special resolutions to be proposed at the combined
          general meeting.

     4.17 Shareholder approval
          In order to implement the Scheme, Anglo Platinum is required to amend its Memorandum and
          Articles to create, and to set out rights attaching to, the “A” Ordinary Shares. These proposed
          amendments are set out in special resolutions numbers 1 and 2 in the notice of combined general
          meeting attached to this circular.
          The adoption of the Scheme by the Company requires the approval of an ordinary resolution by
          ordinary shareholders in general meeting present in person or by proxy.
          The issue of “A” Ordinary Shares and/or Scheme Ordinary Shares to the Trust as envisaged in
          paragraph 4.1 constitute specific issues of shares for cash in terms of the Listings Requirements.
          Such issues require the approval of an ordinary resolution by a 75% majority vote of Shareholders
          in general meeting present in person or by proxy, excluding any parties and their associates
          participating in the specific issue of shares for cash.
          The authority for a specific repurchase of shares requires the approval of a special resolution by a
          75% majority vote of Shareholders in general meeting present in person or by proxy.
          The creation of the “A” Ordinary Shares and the concomitant amendments to the Memorandum and
          Articles require the approval of a special resolution by a 75% majority vote of Shareholders in
          general meeting present in person or by proxy.
          In accordance with the relative par value of the shares, on a poll each ordinary share will be entitled
          to ten votes for every one preference share vote.
          A notice convening the combined general meeting is included in this circular. The combined
          general meeting will be held in Johannesburg on Monday, 31 March 2008 at 14:30, or as soon
          thereafter as the Annual General Meeting of Anglo Platinum is concluded.



16
5.   Salient information on Anglo Platinum

     5.1   Background information on Anglo Platinum
           Anglo Platinum Limited was incorporated in South Africa in 1946 and the ordinary shares are
           listed on the Main Board of the JSE in the Mining sub-sector. It has a secondary listing on the
           London Stock Exchange plc and international depository receipts are listed on the Brussels Bourse.
           Anglo Platinum operates mainly through its subsidiary Rustenburg Platinum Mines (“RPM”). The
           Group’s main operating mines include RPM Rustenburg Section, Amandelbult Section and Union
           Section as well as Potgietersrust Platinums Limited.
           The Group is also involved in joint ventures and associations with ARM Platinum to operate
           Modikwa Platinum Mine, Royal Bafokeng Resources over the combined Bafokeng-Rasimone
           Platinum Mine/Styldrift properties, Lonmin Platinum, the Bapo Ba Mogale tribe and Mvelaphanda
           Resources over the Pandora PGM reserves, Xstrata to operate the Mototolo Mine and has pooling-
           and-sharing agreements with Aquarius Platinum (South Africa), covering the shallow reserves of
           its Kroondal and Marikana mines contiguous to RPM Rustenburg Section.
           The Group’s smelting and refining operations are wholly owned through RPM and situated in
           South Africa. These operations treat concentrates and matte from subsidiaries and from joint
           ventures.
           The Group has entered into Transaction Framework Agreements with Mvelaphanda Resources for
           the sale of its 22.5% interest in Northam Platinum and its 50% interest in the Booysendal Project
           and with Anooraq Resources Corporation for the sale of an effective 51% of Lebowa Platinum Mines
           Limited and 1% of the Ga-Phasha PGM Project. Both transactions are expected to be implemented
           in the first half of 2008.
           The Group is involved in exploration in Canada, Russia, Brazil and China and has established a
           representative office in Beijing.

     5.2   Prospects
           Anglo Platinum’s commitment to employee safety, including the principle of zero harm, will
           continue to be an area of focus in 2008. The new approach to safety, alongside operational
           difficulties, has had a material impact on 2007, which is likely to continue in 2008. Production
           disruptions arising from Eskom’s inability to supply sufficient power have been experienced in
           2008. Consequently refined platinum production is expected to be 2.4 million ounces in 2008.
           A combination of a weak dollar, robust demand for platinum and slower than anticipated supply
           growth is supportive of higher US dollar prices. The autocatalyst sector remains buoyant, driven
           by rising European demand for diesel vehicles and their associated catalyst and filter requirements,
           as well as growing Asian automotive production. Purchases of newly mined platinum for jewellery
           manufacturing in China are holding up well in the face of record prices, but new metal demand is
           declining in the Japanese and US jewellery markets as recycling of old jewellery is encouraged by
           the higher price levels. Industrial demand remains firm, particularly in the electrical and
           petroleum sectors.
           Palladium demand for autocatalyst and industrial applications continues to grow, supported by the
           low price relative to platinum. Jewellery demand is expected to take increasing market share from
           white gold as palladium prices have lagged the recent significant increase in the gold price.
           Palladium prices continue to trade in a narrow band and remain vulnerable to a change in investor
           and fund sentiment.
           The Exchange Traded Funds for platinum and palladium, established in 2007, have attracted
           considerable interest of late. It still remains to be seen what influence these funds will exert on
           metal prices, however, it is possible that they could contribute to increased price volatility,
           particularly in the platinum market.
           Prices for rhodium are expected to stay strong as the market remains finely balanced.
           Management continues to vigorously address unit costs. The emphasis on increasing volumes and
           improving operating efficiencies remains a driver of performance at operations. Key risks affecting
           future production include:
           • the impact of constrained electricity supply on production and expansion projects;
           • the ongoing skills shortage; and
           • production stoppages related to safety.



                                                                                                            17
     5.3   Share capital
           The table below shows, at the last practicable date, the authorised and issued share capital of Anglo
           Platinum, before and after the implementation of the Scheme:
           Before implementation of the Scheme                                                    Last practicable date
                                                                                                                   R’m

           Authorised share capital
           413 376 965 ordinary shares of 10 cents each                                                           41.3
           1 451 002 convertible, perpetual, cumulative preference shares of 1 cent each                             –*
                                                                                                                  41.3

           Issued share capital
           236 635 545 ordinary shares of 10 cents each                                                           23.7
           1 451 002 convertible, perpetual, cumulative preference shares of 1 cent each                             –*
           Share premium                                                                                       9 309.4
                                                                                                               9 333.1


           After issue of the entire 2.5 million Scheme Shares to the Trust                          Subscription date
           pursuant to the implementation of the Scheme                                                           R’m

           Authorised share capital
           413 376 965 ordinary shares of 10 cents each                                                           41.3
           1 512 780 A ordinary shares of 10 cents each                                                            0.2
           1 451 002 convertible, perpetual, cumulative preference shares of 1 cent each                             –*
                                                                                                                  41.5

           Issued share capital
           237 644 064 ordinary shares of 10 cents each                                                           23.8
           1 512 780 A ordinary shares of 10 cents each                                                            0.2
           1 451 002 convertible, perpetual, cumulative preference shares of 1 cent each                             –*
           Share premium1                                                                                     11 112.4

                                                                                                              11 136.4

           Note:
           1. Calculated in terms of the relevant subscription prices as on the last practicable date.
           *   Less than R500 000.

           The creation and issue of the Scheme Shares requires the Company to obtain Shareholder approval,
           which approval is sought at the combined general meeting.

     5.4   Major shareholders
           At the last practicable date, shareholders who, insofar as is known to Anglo Platinum, are
           interested in 5% or more of the issued ordinary share capital of Anglo Platinum, were as follows:
                                                                          Number of shares               Percentage of
                                                                                                         shareholding
           Anglo American plc                                                    182 339 322                     77.05

           At 31 December 2007, shareholders who, insofar as is known to Anglo Platinum, are interested in
           5% or more of the issued preference share capital of Anglo Platinum, were as follows:
                                                                          Number of shares               Percentage of
                                                                                                         shareholding
           PSG Group                                                                  251   420                  12.17
           Eskom Pension & Provident Fund                                             204   026                   9.88
           SA Stockbrokers (Broker Proprietary)                                       164   211                   7.95
           Public Investment Corporation                                              158   047                   7.65
           Engineering Industries Pension Fund                                        152   401                   7.38
           Liberty Group                                                              110   791                   5.36



18
5.5   Details relating to Directors
      5.5.1 Directors’ details
            Name                         Function                     Business address
            Norman Bloe Mbazima (49)     Executive director:          55 Marshall Street
                                         Finance and joint acting     Johannesburg, 2001
                                         CEO
            Duncan Graham Wanblad (41)   Executive director:          55 Marshall Street
                                         Projects and Engineering     Johannesburg, 2001
                                         and joint acting CEO
            Tshamano Mohau Frederik      Non-executive director and   75 Constantia Main
            Phaswana (63)                Chairman                     Road, Constantia
                                                                      Cape Town, 7806
            Cynthia Blum Carroll (51)    Non-executive director       20 Carlton House Terrace
                                                                      London, SW1Y 5AN
            René Médori (50)             Non-executive director       20 Carlton House Terrace
                                                                      London, SW1Y 5AN
            Russell John King (50)       Non-executive director       20 Carlton House Terrace
                                                                      London, SW1Y 5AN
            Anthony Edwin Redman (59)    Non-executive director       44 Main Street
                                                                      Johannesburg, 2001
            Philip Michael Baum (53)     Non-executive director       44 Main Street
                                                                      Johannesburg, 2001
            Bongani Augustine            Independent non-executive    Gidani House, Corner
            Khumalo (55)                 director                     Allandale and Old Pretoria
                                                                      Road, Midrand, 1682
            Mohammed Valli Moosa (51)    Independent non-executive    1st Floor, 3 Commerce
                                         director                     Square, 39 Rivonia Road
                                                                      Sandhurst, 2196
            Sonja Emilia Ncumisa         Independent non-executive    23 Impala Road
            Sebotsa (35)                 director                     Chislehurston
                                                                      Sandton, 2196
            Richard Matthew Wingfield    Independent non-executive    270 Kessel Street
            Dunne (59)                   director                     Fairland, 2195
            Thomas Alexander Wixley (67) Independent non-executive    316A Killarney Mall
                                         director and Deputy          Riviera Road
                                         Chairman                     Killarney, 2193




                                                                                                 19
           5.5.2 Directors’ interests in ordinary shares
                 On the last practicable date, the Directors (and his/her associates) held the following
                 interests in the ordinary share capital of Anglo Platinum:
                                                                                        Last practicable date
                                                                                     Beneficial       Beneficial
                 Director                                                               Direct          Indirect

                 Executive
                 Norman Mbazima                                                             928
                 Duncan Wanblad                                                           1 362
                 Non-executive
                 Fred Phaswana
                 Cynthia Carroll
                 René Médori
                 Richard Dunne                                                                                 1 000
                 Russell King
                 Anthony Redman
                 Philip Baum
                 Bongani Khumalo
                 Thomas Wixley                                                              319
                 Sonja Sebotsa
                 Valli Moosa
                 Total                                                                    2 609                1 000

                 Note: This table excludes options held through the share incentive schemes that have not yet vested.

                 There have been no changes in the interests of the Directors between the end of the preceding
                 financial year and the date of this circular.

           5.5.3 Directors’ remuneration
                 There will be no variation in the remuneration receivable by any of the Directors as a
                 consequence of the implementation of the Scheme.

           5.5.4 Directors’ interests in transactions
                 No Director has any beneficial interest, directly or indirectly, in any transaction (including
                 the Scheme) effected by Anglo Platinum during the current or immediately preceding
                 financial year which was or is unusual in nature or which was or is material to the business
                 of Anglo Platinum. No Director has any interest in transactions effected by Anglo Platinum
                 during an earlier financial year which remain in any respect outstanding or unperformed.


6.   Other information

     6.1   Material changes
           There has been no material change in the financial or trading position of Anglo Platinum and its
           subsidiaries since the issue of the audited annual results for the year ended 31 December 2007 and
           the date of this circular.

     6.2   Litigation
           The Directors of Anglo Platinum are not aware of any legal or arbitration proceedings, pending or
           threatened, that may have or have had a material effect on the financial position of the Group in
           the twelve months preceding the date of this circular.

     6.3   Corporate governance
           Anglo Platinum maintains sound corporate governance as a core business principle.
           The Board considers that the Company and its subsidiaries comply with the principles of the Code
           of Corporate Practices and Conduct contained in the King Code, except in regard to the composition
           of the Remuneration and Nomination committees that comprise non-executive directors but not
           solely independent non-executive directors.



20
         The company has a unitary Board comprising two executive and eleven non-executive Directors as
         defined by the King Code and the roles of Chief Executive Officer and Chairman are separate. While
         the Chairman is a non-executive director, he is not considered to be independent. Five non-executive
         Directors are independent.
         Further details relating to Corporate Governance can be found in Annexure 6.

   6.4   Material contracts
         There have been no material contracts entered into, other than in the ordinary course of business,
         by Anglo Platinum within the two years prior to the date of this circular.

   6.5   Directors’ responsibility
         The Directors, whose names appear in paragraph 5.5.1 above, collectively and individually, accept
         full responsibility for the accuracy of the information given in this circular and certify that, to the
         best of their knowledge and belief, there are no other facts, the omission of which would make any
         statement in this circular false or misleading, and all reasonable enquiries to ascertain such facts
         have been made and that this circular contains all information required by law and the Listings
         Requirements.

   6.6   Consents
         The merchant bank and transaction sponsor, the corporate law advisors, the tax advisors, the
         employee ownership corporate advisors and the sponsor to Anglo Platinum, have all provided their
         written consents to their names being published in this circular and have not withdrawn their
         consents prior to the publication of this circular. The reporting accountants and the independent
         professional expert to Anglo Platinum have provided their written consent to their names and
         reports being included in this circular in the form and context in which they appear and have not
         withdrawn their consent prior to the publication of this circular.

   6.7   Documents available for inspection
         Copies of the following documents will be available for inspection during normal business hours
         (Saturdays, Sundays and public holidays excluded) at the registered office of Anglo Platinum from
         Friday, 7 March 2008 until Monday, 31 March 2008:
         • the memorandum and Articles of Anglo Platinum;
         • a signed copy of this circular;
         • the Trust Deed;
         • the draft Subscription Agreement;
         • the audited annual financial statements of Anglo Platinum for each of the three financial years
           ended on 31 December 2007, 31 December 2006 and 31 December 2005;
         • summaries of any service agreements entered into with Directors;
         • the report of the reporting accountants on the pro forma financial effects;
         • the independent professional expert’s report; and
         • the consent letters from the merchant bank and transaction sponsor, the corporate law advisors,
           the tax advisors, the employee ownership corporate advisors, the sponsor, the independent
           professional expert and the reporting accountants.


By order of the Board


J MEYER
Group Company Secretary


7 March 2008


Registered office
55 Marshall Street
Johannesburg, 2001
(PO Box 62179, Marshalltown, 2107)




                                                                                                             21
                                                                                                         Annexure 1



                 Unaudited pro forma Income Statement and Balance Sheet


The unaudited pro forma financial effects illustrate the impact of the Scheme on the most recently published
annual results as at 31 December 2007 assuming that the transaction took effect on 1 January 2007.
No adjustments have been made in respect of post-balance sheet date events.
The unaudited pro forma financial effects have been prepared for illustrative purposes only and are the
responsibility of the Directors. Due to the nature of the unaudited pro forma financial effects, they may not
give a fair reflection of Anglo Platinum’s financial position, changes in equity, results of operations or cash
flows after completion of the Scheme. The Directors are responsible for the preparation of the unaudited
pro forma financial information.
Income statement
                                                                                                         Pro forma
                                                           Year ended                                   year ended
                                                          31 December                                 31 December
                                                                 2007        Adjustments                      2007
                                                                 (R’m)              (R’m)   Notes             (R’m)
Gross sales revenue                                               46 961               –                    46 961
Commissions paid                                                     (345)             –                      (345)
Net sales revenue                                                 46 616               –                    46 616
Cost of sales                                                     (27 519)          (307)    (1, 2)        (27 826)
Gross profit on metal sales                                       19 097            (307)                   18 790
Other net expenditure                                                (119)             –                      (119)
Market development and promotional expenditure                       (324)             –                      (324)
Operating profit                                                  18 654            (307)                   18 347
Interest expensed                                                    (182)             –                      (182)
Interest received                                                     403              –                       403
Net income from associates                                            448              –                       448
Profit before taxation                                            19 323            (307)                   19 016
Taxation                                                           (6 656)            89       (3)          (6 567)
Profit for the year                                               12 667            (218)                   12 449

Attributable to:
Equity holders of the Company                                     12 330            (218)                   12 112
Minority interest                                                    337               –                       337
Headline earnings                                                 12 325            (218)                   12 107
– Attributable to ordinary shareholders                           12 294            (218)                   12 076
– Attributable to preference shareholders                             31               –                        31

Notes:
1. IFRS 2 (AC 503) expense measured at grant date and expensed over the vesting period of seven years.
2. Key assumptions made in the IFRS 2 (AC 503) valuation:
   – Black-Scholes option valuation model used
   – Reference share price of R1 100.70
   – Share price volatility based on historic volatility of 40%
   – Dividend yield of 4.0%
   – Risk free rate based on seven-year swap rate of 10.1%
3. Tax effect.




22
Balance sheet
                                                                                    Pro forma
                                           31 December                           31 December
                                                  2007    Adjustment                     2007
                                                  (R’m)         (R’m)    Note            (R’m)
ASSETS
Non-current assets                              36 964              –                 36 964
Property, plant and equipment                   20 697              –                 20 697
Capital work-in-progress                        15 561              –                 15 561
Investment in associates                           391              –                    391
Investments held by environmental trusts           120              –                    120
Other financial assets                             116              –                    116
Other non-current assets                            79              –                     79
Current assets                                  14 832              –                 14 832
Inventories                                      6 370              –                   6 370
Accounts receivable                              4 246              –                   4 246
Other assets                                       134              –                     134
Derivative assets                                    3              –                       3
Cash and cash equivalents                        4 079              –                   4 079
Assets classified as held for sale               2 254              –                   2 254
Total assets                                    54 050              –                 54 050
EQUITY AND LIABILITIES
Share capital and reserves
Share capital – ordinary and preference             24              –*     (4)            24
Share premium – ordinary and preference          9 295          1 803      (4)        11 098
Treasury shares                                      –         (1 803)                (1 803)
Accumulated profits before proposed
dividends and related Secondary Tax on
Companies                                       18 988              –                 18 988
Minority shareholders’ interest                    466              –                    466
Shareholders’ equity                            28 773              –                 28 773
Non-current liabilities                         10 108              –                 10 108
Deferred taxation                                8 748              –                   8 748
Environmental obligations                          840              –                     840
Employees’ service benefit obligations              24              –                      24
Share based payment provision                        6              –                       6
Obligations due under finance leases               490              –                     490
Current liabilities                             14 012              –                 14 012
Interest-bearing borrowings                      7 465              –                   7 465
Accounts payable                                 3 508              –                   3 508
Other liabilities                                2 212              –                   2 212
Share based payment provision                      474              –                     474
Taxation                                           353              –                     353
Liabilities directly associated with
assets held for sale                             1 157              –                   1 157
Total equity and liabilities                    54 050              –                 54 050
Note:
4. As of the last practicable date.
* Less than R500 000.




                                                                                            23
                                                                                                Annexure 2



Independent reporting accountants’ report on the pro forma financial effects


“The Directors
Anglo Platinum Limited
55 Marshall Street
Johannesburg
2001
                                                                                          29 February 2008


Dear Sirs


INDEPENDENT REPORTING ACCOUNTANTS’ LIMITED ASSURANCE REPORT ON THE PRO FORMA
FINANCIAL INFORMATION OF ANGLO PLATINUM LIMITED (“ANGLO PLATINUM”)


We have performed our limited assurance engagement in respect of the pro forma financial information set
out in paragraph 4.15 and Annexure 1 of the circular to be dated on or about 7 March 2008 issued in
connection with the proposed Employee Share Participation Scheme (“ESOP Scheme”) of Anglo Platinum that
is the subject of this circular. The pro forma financial information has been prepared in accordance with the
requirements of the JSE Limited (“JSE”) Listings Requirements, for illustrative purposes only, to provide
information about how the ESOP Scheme might have affected Anglo Platinum’s reported historical financial
information presented for the year ended 31 December 2007, had the corporate action been undertaken at
the commencement of this year or at the date of the pro forma balance sheet being reported on.


Directors’ responsibility
The directors are responsible for the compilation, contents and presentation of the pro forma financial
information contained in the circular and for the financial information from which it has been prepared.
Their responsibility includes determining that: the pro forma financial information has been properly
compiled on the basis stated; the basis is consistent with the accounting policies of Anglo Platinum; and the
pro forma adjustments are appropriate for the purposes of the pro forma financial information disclosed in
terms of the JSE Listings Requirements.


Reporting accountants’ responsibility
Our responsibility is to express our limited assurance conclusion on the pro forma financial information
included in the circular to Anglo Platinum’s shareholders. We conducted our assurance engagement
in accordance with the International Standard on Assurance Engagements applicable to Assurance
Engagements Other Than Audits or Reviews of Historical Financial Information and the Guide on Pro Forma
Financial Information issued by the South African Institute of Chartered Accountants (“SAICA”).
This standard requires us to obtain sufficient appropriate evidence on which to base our conclusion.
We do not accept any responsibility for any reports previously given by us on any financial information used
in the compilation of the pro forma financial information, beyond that owed to those to whom those reports
were addressed by us at the dates of their issue.


Sources of information and work performed
Our procedures consisted primarily of comparing the unadjusted financial information with the source
documents, considering the pro forma adjustments in light of the accounting policies of Anglo Platinum,
considering the evidence supporting the pro forma adjustments and discussing the adjusted pro forma
financial information with the directors of the company in respect of the corporate actions that are the
subject of this circular.
In arriving at our conclusion, we have relied upon financial information prepared by the directors of Anglo
Platinum and other information from various public, financial and industry sources. While our work
performed has involved an analysis of the historical published audited financial information and other
information provided to us, our assurance engagement does not constitute an audit or review of any of the



24
underlying financial information conducted in accordance with International Standards on Auditing
or International Standards on Review Engagements and accordingly, we do not express an audit or review
opinion.
In a limited assurance engagement, the evidence-gathering procedures are more limited than for
a reasonable assurance engagement and therefore less assurance is obtained than in a reasonable
assurance engagement. We believe our evidence obtained is sufficient and appropriate to provide a basis for
our conclusion.


Conclusion
Based on our examination of the evidence obtained, nothing has come to our attention, which causes
us to believe that, in terms of Sections 8.17 and 8.30 of the JSE Listings Requirements:
• the pro forma financial information has not been properly compiled on the basis stated;
• such basis is inconsistent with the accounting policies of the issuer, Anglo Platinum; and
• the adjustments are not appropriate for the purposes of the pro forma financial information as disclosed.


Consent
We consent to the inclusion of this report, which will form part of the circular, to be issued on or about
7 March 2008, in the form and context in which it will appear.


DELOITTE & TOUCHE
Per Graeme Berry
Partner


29 February 2008


Building 1 and 2, Deloitte Place
The Woodlands, Woodmead Drive
Sandton


National Executive: G G Gelink Chief Executive, A E Swiegers Chief Operating Officer, G M Pinnock Audit,
D L Kennedy Tax, L Geeringh Consulting, L Bam Strategy, C R Beukman Finance, T J Brown Clients &
Markets, N T Mtoba Chairman of the Board, J Rhynes Deputy Chairman of the Board

A full list of partners and directors is available on request”




                                                                                                        25
                                                                                                 Annexure 3



                          Independent professional expert’s report


“The Directors
Anglo Platinum Limited
55 Marshall Street
Johannesburg
2001
                                                                                           29 February 2008


Dear Sirs/Mesdames


INDEPENDENT PROFESSIONAL EXPERT ADVICE IN RESPECT OF THE PROPOSED CREATION OF
“A” ORDINARY SHARES


1.   Introduction
     The definitions outlined in the “Definitions” section of this circular of which this letter forms a part,
     have been used throughout this letter.
     Anglo Platinum has reached consensus with its Recognised Unions on the key terms and structure
     of the Scheme and has concluded all agreements necessary to implement the Scheme. Anglo Platinum
     has decided to implement the Scheme to incentivise its Employees, which will have the result
     of contributing to the alignment of interests between shareholders and Employees so as to promote
     shared interests of Employees and shareholders in the value growth of the Company.
     The Scheme will empower Anglo Platinum Employees by enabling them to acquire approximately
     1% of the ordinary issued share capital of the Company, subject to the provisions of the Trust. Anglo
     Platinum will establish the Trust with a duration of eight years to facilitate the Scheme. The Trust
     will subscribe for both Anglo Platinum ordinary shares (“Scheme Ordinary Shares”) and a new class
     of shares created specifically to facilitate the implementation of the Scheme, namely “A” Ordinary
     Shares. The number of shares subscribed for by the Trust will be in the proportion of 60% “A” Ordinary
     Shares to 40% Scheme Ordinary Shares.
     The “A” Ordinary Shares will not be listed but will be considered in determining a quorum and will
     entitle the holders to vote on any or all resolutions proposed at general/annual general meetings.
     The JSE does not ordinarily allow the creation of unlisted securities with voting and other rights
     attached thereto, but in the interests of BEE, the JSE has agreed to the creation of the “A” Ordinary
     Shares, subject to inter alia a fairness opinion being obtained.


2.   Definition of fairness
     Fairness is primarily based on quantitative issues. In this regard, we have considered the estimated
     cost of the “A” Ordinary Shares to Anglo Platinum shareholders in relation to the risks to the Company
     if it were not to implement the Scheme (of which the “A” Ordinary Shares form a part) and the benefits
     which may arise as a result of the Scheme.


3.   Procedures performed (including sources of information)
     We have performed, amongst others, the following procedures:
     • reviewed general market data, including economic, governmental and legislative aspects which have
       an impact on Anglo Platinum;
     • obtained an understanding of Anglo Platinum, its future prospects as well as those of the platinum
       mining industry through:
       – discussions with the management of Anglo Platinum;
       – an analysis of historical and consensus forecast financial information in respect of Anglo Platinum;



26
       – a review of recent reports and/or comments on Anglo Platinum by independent investment analysts
         and other market commentators; and
       – a review of other publicly available information;
     • examined the Subscription Agreement and Trust Deed and considered the terms and conditions
       contained in those documents as well as the commercial issues relating to the Scheme and more
       specifically the “A” Ordinary Shares;
     • considered the specific terms and conditions relating to the “A” Ordinary Shares as contained
       in this circular paying specific attention to the Cancellation Formula in terms of which the Company
       will repurchase and cancel the “A” Ordinary Shares, or a portion of them, on each Transaction Date;
     • determined an appropriate spot price for Anglo Platinum ordinary shares to be used as an input
       into the option valuations of the “A” Ordinary Shares through:
       – an analysis of the trading prices, volumes and volatility of Anglo Platinum shares on the JSE over
         the recent past;
       – an analysis of the recent views expressed by independent investment analysts and other market
         commentators; and
       – discussions with the management of Anglo Platinum and/or its advisors;
     • performed independent valuations with regard to each of the three types of “A” Ordinary Shares using
       both modified binomial option and Black-Scholes models, the key assumptions in terms of which are
       the expected volatility of the Anglo Platinum ordinary shares and the expected dividends on Anglo
       Platinum ordinary shares over the life of the “A” Ordinary Shares. We also conducted appropriate
       sensitivity analyses given a reasonable range of key assumptions on each of the results outlined above;
     • assessed Anglo Platinum’s rationale for the Scheme, its potential value to Anglo Platinum as well
       as considering management’s assessment of the potential negative impact of Anglo Platinum not
       having implemented the Scheme; and
     • examined the rationale for and extent of the facilitation components negotiated as part of the salient
       terms of the “A” Ordinary Shares specifically and the Scheme in general – in relation to Anglo
       Platinum’s other BEE initiatives as well as comparable transactions within the broader universe
       of BEE transactions and/or employee share participation schemes concluded in South Africa.


4.   Limiting conditions
     We have relied upon the accuracy of the information used by us in deriving our opinion. We have
     corroborated the reasonableness of such information through, amongst other things, reference to
     independent third party/ies, historic precedent or our own knowledge and understanding. While our
     work has involved an analysis of the annual financial statements and other information provided
     to us, our engagement does not constitute, nor does it include, an audit conducted in accordance
     with generally accepted auditing standards. Accordingly, we assume no responsibility and make
     no representations with respect to the accuracy of any information provided to us in respect of
     Anglo Platinum.
     We have also assumed that the “A” Ordinary Shares will have the legal, accounting and taxation
     consequences described in discussions with, and materials furnished to us by advisers of Anglo Platinum
     and we express no opinion on such consequences.
     The opinion expressed below is necessarily based upon the information available to us, the financial,
     regulatory, securities market and other conditions and circumstances existing and disclosed to us as
     at the date hereof. We have assumed that all conditions precedent in the transaction agreements,
     including any material regulatory and other approvals required in connection with the proposed Scheme
     have been or will be properly fulfilled/obtained. Subsequent developments may affect the opinion
     expressed below, however, we are under no obligation to update, revise or re-affirm such.


5.   Opinion
     Our opinion is required as a result of the creation and issue of the “A” ordinary shares. We have
     considered the terms and conditions of the “A” Ordinary Shares and based upon and subject to the
     conditions set out below, are of the opinion that such are fair to Anglo Platinum shareholders.
     This opinion does not purport to cater for each shareholder’s circumstances but rather those of the
     general body of Anglo Platinum shareholders taken as a whole. Each shareholder’s decision will
     be influenced by such shareholder’s particular circumstances and accordingly shareholders should
     consult with an independent advisor if they are in any doubt as to the merits or otherwise of the
     “A” Ordinary Shares.


                                                                                                           27
6.   Use of this opinion
     This opinion is provided solely for the use of the Board in connection with and for the purpose of their
     consideration of the “A” Ordinary Shares. This opinion shall not, in whole or in part, be disclosed,
     reproduced, disseminated, quoted, summarised or referred to at any time nor shall any public references
     to Ernst & Young or Ernst & Young Advisory Services Limited be made by Anglo Platinum or any of its
     affiliates, without our prior written consent.


7.   Independence and consent to publication
     We have been retained by Anglo Platinum as an independent professional expert to the Board in
     connection with the “A” Ordinary Shares and we will receive a fixed fee for the services provided
     in connection herewith, which fee is payable upon delivery of this opinion. We confirm that, other than
     the aforementioned, we have no interest, direct or indirect, beneficial or non-beneficial, in Anglo
     Platinum or in the success or failure of the “A” Ordinary Shares which forms the subject matter hereof.
     We hereby consent to the inclusion of this letter, and the references thereto, in the circular to be issued
     by Anglo Platinum on or about 7 March 2008 in the form and context in which they appear therein.
     Furthermore, we confirm that we have not withdrawn our aforementioned consent prior to the posting
     of the said circular to Anglo Platinum shareholders.


Yours faithfully


A KHIMJEE
Director


Ernst & Young Advisory Services Limited
Ground Floor, Wanderers Office Park
52 Corlett Drive
Illovo
2196”




28
                                                                                                Annexure 4



                   Brief resume for each of the Company’s Directors


NORMAN BLOE MBAZIMA (49) (Zambian) FCCA, FZICA
EXECUTIVE DIRECTOR: FINANCE AND JOINT ACTING CHIEF EXECUTIVE OFFICER
Other directorships include: various Group subsidiaries and various companies in the Anglo American group.
After four years in various finance roles at Zambia Consolidated Copper Mines Limited, Norman joined
Deloitte Zambia where he spent 17 years providing diverse professional services to clients. He joined the
Anglo American Group in 2001 where he has held the positions of chief financial officer of the coal division,
deputy finance director of Anglo South Africa Limited and chief financial officer of Konkola Copper Mines
Limited. He is a director of various companies in the Anglo American Group, including Anglo American
South Africa Limited and Anglo Operations Limited, as well as companies in the Anglo Platinum Group.
Business address: 55 Marshall Street, Johannesburg, 2001


DUNCAN GRAHAM WANBLAD (41) BSc (Mechanical Engineering), GDE (Ind)
EXECUTIVE DIRECTOR: PROJECTS AND ENGINEERING AND JOINT ACTING CHIEF EXECUTIVE
OFFICER
Other directorships include: various Group subsidiaries.
Duncan joined the Johnnies group in 1990 and held various projects and engineering positions at different
mines and divisions of the Group. From August 2001 to July 2004 he was the General Manager: Process
Projects in the Projects Division. He was appointed to the Board of Anglo Platinum and various Group
subsidiaries in 2004.
Business address: 55 Marshall Street, Johannesburg, 2001


TSHAMANO MOHAU FREDERIK PHASWANA (63) Bcom (Hons) (Energy Economics)
NON-EXECUTIVE DIRECTOR (CHAIRMAN)
Other directorships include: Anglo American plc, Anglo American South Africa (Chairman), Transnet
(Chairman) and Naspers.
Fred joined the board of Anglo American South Africa on 12 June 2002. He is chairman of the Nomination
Committee and a member of the Governance Committee. He attends the Audit Committee by invitation. He is
currently chairman of Transnet and a director of Naspers and was previously BP regional president: Africa,
a director of BP Oil (Benelux), an associate president of BP Netherlands and chairman and chief executive
of BP South Africa. His other appointments include the South African Institute of International Affairs and
the Graduate School of Business, Cape Town.
Business address: 75 Constantia Main Road, Constantia, Cape Town, 7806


THOMAS ALEXANDER WIXLEY (67) B Com, CA(SA)
INDEPENDENT NON-EXECUTIVE DIRECTOR AND DEPUTY CHAIRMAN
Other directorships include: African Life Assurance Company, Clover Industries, AVUSA (previously Johnnic
Communications), New Corpcapital and Sasol.
Tom is the retired chairman of Ernst & Young. He served for many years on the Accounting Practices Board
and other professional bodies and is a non-executive director of African Life Assurance Company, Clover
Industries, AVUSA (previously Johnnic Communications), New Corpcapital and Sasol. Tom is the co-author
with Professor Geoff Everingham of the book entitled Corporate Governance.
Business address: 316A Killarney Mall, Riviera Road, Killarney, 2193


CYNTHIA BLUM CARROLL (51) (American) BSc (Geology) Msc (Geology), MBA
NON-EXECUTIVE DIRECTOR
Other directorships include: De Beers SA and BP plc.
Cynthia is the chief executive officer of Anglo American plc. Before joining Anglo American in January 2007
she was president and chief executive of Primary Metal Group, and an officer of Alcan Inc, located



                                                                                                          29
in Montreal, Canada. Prior to assuming this position in January 2002 for three years she was the president
of Bauxite, Alumina and Speciality Chemicals. She is also a director of De Beers SA and is a non-executive
director of BP plc.
Business address: 20 Carlton House Terrace, London, SW1Y 5AN


RENÉ MÉDORI (50) (French) Doctorate in Economics
NON-EXECUTIVE DIRECTOR
Other directorships include: Anglo American plc, De Beers SA and DB Investments SA.
René Médori is the finance director of Anglo American plc and is a member of Anglo American’s executive
board and chairman of the Investment Committee. He is a former finance director of The BOC Group plc
and is a non-executive director of Scottish and Southern Energy plc. Rene is also a director of De Beer’s
South Africa and DB Investments SA.
Business address: 20 Carlton House Terrace, London, SW1Y 5AN


RUSSELL JOHN KING (50) BA (Hons) Politics, AMP (Harvard)
NON-EXECUTIVE DIRECTOR
Other directorships include: Anglo American plc.
Russell joined Anglo American plc in 2001 and is the group head of human resources, business development
and sustainable development at Anglo American plc. Before joining Anglo American plc, Russell had
a variety of business, functional responsibilities in the UK and Australia, with ICI plc.
Business address: 20 Carlton House Terrace, London, SW1Y 5AN


ANTHONY EDWIN REDMAN (59) (British) MSc (Mining Engineering and Mineral Production
Management)
NON-EXECUTIVE DIRECTOR
Appointed a director in 2004.
Tony is the technical director of Anglo American. He is a member of the Chief Executive’s Committee.
Tony was appointed the managing director of Amcoal in 1996 and chief executive at Anglo Coal in 1999, the
same year that he was appointed a director of Anglo American South Africa Limited.
Business address: 44 Main Street, Johannesburg, 2001


PHILIP MICHAEL BAUM (53) B Com, LLB, Higher Dip Tax (Law)
NON-EXECUTIVE DIRECTOR
Other directorships include: Anglo American plc’s Ferrous Metals and Industries Division (Chairman and
CEO), Anglo American South Africa (acting CEO), Kumba Iron Ore, Exxaro, Tongaat Hulett, Hulamin
and Samancor Manganese.
Philip is the chief executive of Anglo American’s Ferrous Metals and Industries division, the acting chief
executive of Anglo American South Africa and a member of the Executive Committee. He joined Anglo
American in 1979 and has worked in a variety of positions. Previously he has been the Chief Executive
of Anglo American Zimbabwe and COO of Anglo American South Africa. He is also a director of Kumba Iron
Ore, Exxaro, Tongaat Hullett, Hulamin and Samancor Manganese.
Business address: 44 Main Street, Johannesburg, 2001


BONGANI AUGUSTINE KHUMALO (55) D Admin (hc), MA, MBA, Dip in Mngmt, AEP
INDEPENDENT NON-EXECUTIVE DIRECTOR
Other directorships include: Gidani (chairman and CEO), Grey Africa (Chairman), Media Compete, EDS (SA),
Graduate School of Business Leadership (Chairman), University of South Africa.
Bongani is the chairman and chief executive of Gidani, chairman of Grey Africa (Advertising), Media
Compete, EDS (SA), Graduate School of Business Leadership (SBL), and the University of South Africa
(Unisa). He is a patron of the South African Business Coalition on HIV/AIDS (SABCOHA) and Professor
Extraordinaire at the African Centre for HIV/AIDS Management, University of Stellenbosch. He is a council
member of Unisa.
Business address: Gidani House, Corner Allandale and Old Pretoria Road, Midrand, 1682


30
RICHARD MATTHEW WINGFIELD DUNNE (59) CA(SA)
INDEPENDENT NON-EXECUTIVE DIRECTOR
Other directorships include: Tiger Brands Limited.
Richard was the chief operating officer of Deloitte & Touche in South Africa until he retired on 31 May 2006
after 42 years of service. He serves on the board and audit committee of Tiger Brands Limited.
Business address: 270 Kessel Street, Fairland, 2195

SONJA EMILIA NCUMISA SEBOTSA (35) MA Economic Policy Management, LLB (Hons), International
Law
INDEPENDENT NON-EXECUTIVE DIRECTOR
Other directorships include: WDB Investment Holdings (Pty) Limited.
Sonja is an executive director of WDB Investment Holdings (Pty) Limited. She was vice president, Investment
Banking, Deutsche Securities, from 1997 to 2002. Sonja is a non-executive director of other companies,
including the JSE, Paracon Holdings, Discovery Holdings and Makalani Holdings, and is a member of the
Association of Black Securities and Investment Professionals (ABSIP).
Business address: 23 Impala Road, Chislehurston, Sandton, 2196

MOHAMMED VALLI MOOSA (51) BSc, Mathematics and Physics
INDEPENDENT NON-EXECUTIVE DIRECTOR
Other directorships include: Non-Executive Chairman, Eskom. Non-Executive Director of Sanlam, Imperial,
Real Africa and Sun International. Chairman, Lereko Investments. Member of Auditor-Generals Advisory
Committee. Member of ANC National Executive Committee. President of IUCN (International Union for the
Conservation of Nature)
Valli is the executive chairman of Lereko Investments (Pty) Limited and President of the World Conservation
Union. Valli is the non-executive chairman of Eskom and nonexecutive deputy chairman of Thebe Investment
Corporation (Pty) Limited. His current non-executive directorships include South African Airways, Sanlam,
International Union for the Conservation of Nature and Natural Resources, Sun International and Imperial
Holdings. Valli was a Cabinet Minister from 1994 to 2004 and Chairman of United Nations Commission
on Sustainable Development from 2002 to 2003.
Business address: 1st Floor, 3 Commerce Square, 39 Rivonia Road, Sandhurst, 2196




                                                                                                         31
                                                                               Annexure 5



                        Price history of ordinary shares on the JSE


                                  High        Low      Closing        Value         Volume
                                (Cents)     (Cents)     (Cents)        (R’m)        (shares)
Quarterly
31/03/2006                      58   000    42   100    55   938    7   056    14   321   251
30/06/2006                      75   500    50   200    75   500   11   062    18   084   561
30/09/2006                      84   800    64   001    78   701   12   549    16   642   182
31/12/2006                      90   395    74   200    85   603   12   569    15   355   399
31/03/2007                     117   499    79   800   114   450   19   268    19   988   624
30/06/2007                     130   449   112   200   116   401   23   389    19   356   148
30/09/2007                     122   984    81   501   104   260   31   960    32   313   953
31/12/2007                     118   400    89   200   101   005   21   305    20   549   485
Monthly
28/02/2007                     110   000    87   100   103   000    6   952     7   217   345
31/03/2007                     114   799    94   800   114   450    7   559     7   294   374
30/04/2007                     127   800   112   200   114   501    6   419     5   315   830
31/05/2007                     126   000   113   151   119   375    8   779     7   323   528
30/06/2007                     130   449   115   500   116   401    8   190     6   716   790
31/07/2007                     122   984    98   601    98   802   10   422     9   440   550
31/08/2007                      96   800    81   501    95   400   12   700    14   176   143
30/09/2007                     108   899    94   500   104   260    8   838     8   697   260
31/10/2007                     118   400   100   100   111   500    8   656     7   800   121
30/11/2007                     112   400    89   500    97   100    6   737     6   779   830
31/12/2007                     108   998    89   200   101   005    5   912     5   969   534
31/01/2008                     119   899    90   000   106   500   10   883    10   366   515
Daily
15/01/2008                     119   899   116   100   118   000        521         441   166
16/01/2008                     116   200   110   101   110   200        721         641   770
17/01/2008                     112   498   106   100   109   800        447         411   735
18/01/2008                     109   700   104   505   105   500        438         411   113
21/01/2008                     105   490    98   601   101   100        317         314   850
22/01/2008                     103   000    95   700    99   000        666         672   351
23/01/2008                     104   000    90   000    91   900        478         490   803
24/01/2008                      99   495    92   500    97   000        796         827   131
25/01/2008                     101   000    92   501   100   700        966         993   854
28/01/2008                      99   950    96   000    98   000        329         335   362
29/01/2008                     102   394    99   099   101   950        359         356   616
30/01/2008                     103   600    98   001   102   770        386         379   032
31/01/2008                     106   797   102   800   106   500        332         317   052
01/02/2008                     115   000   106   000   115   000        501         453   349
04/02/2008                     117   895   111   134   116   000        763         662   784
05/02/2008                     116   496   107   000   107   000        552         494   842
06/02/2008                     112   500   102   501   111   100        383         355   141
07/02/2008                     116   599   111   700   113   001        596         519   666
08/02/2008                     115   500   111   101   112   899        287         253   851
11/02/2008                     117   399   104   000   114   800        686         613   833
12/02/2008                     124   500   114   300   124   500        511         424   529
13/02/2008                     123   887   118   202   118   202        719         600   193
14/02/2008                     122   999   119   000   119   000        527         437   153
15/02/2008                     118   000   112   400   113   400        719         622   242
18/02/2008                     118   500   113   010   117   900        217         186   147
19/02/2008                     122   450   118   005   120   000        261         216   747
20/02/2008                     123   608   116   000   123   500        365         304   226
21/02/2008                     131   500   124   000   130   600        562         436   672
22/02/2008                     130   600   127   015   127   015        392         305   019
25/02/2008                     129   500   125   001   125   100        289         228   388
Source: I-Net Bridge.



32
                                                                                                 Annexure 6



                                       Corporate Governance


The Board reaffirms its commitment to the principles and cornerstones of sound governance. It ensures that
the Group’s business is conducted in accordance with high standards of corporate governance, within the
predetermined parameters of risk management and control and in accordance with local and internationally
accepted corporate practice. This, in turn, ensures conformance and compliance without impeding business
performance. These standards are well embedded in the Group’s system of internal controls, which comply
with the King Code recommendations.
The Board and management actively and continuously review and enhance the systems of control and
governance to ensure the Group’s business is managed ethically and within prudent risk parameters in line
with internationally accepted standards of best practice.
A sub-committee of the Board is regularly convened for purposes of identifying and deliberating on changes
to the legislative and statutory environment, new business policies and compliance matters. This serves
to ensure the Board is kept apprised of new developments and serves to monitor and support governance
and sound business practice in the organisation.
The Board and management actively and continuously review and enhance the systems of control and
governance to ensure the Group’s business is managed ethically and within prudent risk parameters, in line
with internationally accepted standards of best practice. A subcommittee of the Board is convened from time
to time to identify and deliberate on changes to the legislative and statutory environment, new business
policies and compliance matters. This ensures the Board is kept appraised of new developments, and
monitors and supports governance and sound business practice in the organisation.
The Board has a charter setting out its mission, role, duties and responsibilities and, in particular, aspects
concerning the following:
• The Directors’ fiduciary responsibilities;
• Leadership of the Board;
• Induction of new Directors;
• Evaluation of Directors;
• Relationship between staff and external advisors, as well as unrestricted access to company records;
• Board meetings and procedures; and
• Executive succession.
The Board has established a number of standing committees, which are ultimately accountable to the Board.
These committees are a vital assembly of skills that seek to concentrate on achieving set objectives, designed
to delegate Board functionality, assist and monitor the executive and ensure that dedicated functions are
executed in the best interests of the Company and its stakeholders. These committees meet at least four times
per year.


The executive committee
Recommends policies and strategies; monitors implementation; deals with executive management business;
responsible for all material matters not expressly reserved for the Board; coordinates; manages and monitors
resources to achieve the Group’s aims.


The administration committee
Responsible for all matters pertaining to staff and administration.


The audit committee
Monitors accuracy of financial controls and reporting; reviews audit plans and adherence to these by internal
and external auditors; sets the principles for recommending the use of external auditors for non-audit
services; ascertains the reliability of the audit; ensures financial reporting complies with IFRS and the
Companies Act; reviews and recommends on all financial matters and monitors the Company’s appetite
for risk and concomitant controls. The audit committee is also required to recommend external auditors for
appointment by the shareholders and to determine their fees.



                                                                                                           33
With the advent of the Corporate Laws Amendment Act, No. 24 of 1996, Anglo Platinum has revised its Audit
Committee Charter regarding the composition and functioning of the Audit Committee and has implemented
the requirements regarding independence and rotation of auditors. The audit committee comprises solely
of independent non-executive directors.


The corporate governance committee
Reviews quality of corporate governance and makes recommendations to the Board; advises directors
and management on the Act, Listings Requirements and other governing legislation.


The nomination committee
Considers suitable nominations for appointments to the Board as well as succession planning and makes
appropriate recommendations based on qualifications and experience.


The remuneration committee
Establishes the overall principles of remuneration and determines remuneration of executive directors
and head of internal audit; considers reviews and approves Group policy on executive remunerations and
communicates this to stakeholders in annual report. All members of the committee are non-executive
directors, of whom two are independent, including the chairman. While not in strict compliance with the
King II Code of Corporate Practice and Conduct which requires a majority of independent non-executive
directors, the Board considers the composition of the committee to be appropriate in terms of the necessary
blend of knowledge, skill and experience brought to the committee by its members.


The safety and sustainable development committee
Develops framework, policies and guidelines for S&SD management and ensures implementation; monitors
Group compliance with relevant legislation; evaluates material sustainable development impacts in light
of the precautionary principle and advises the Board accordingly.


The transformation committee
Reviews work on transformation, aimed at fulfilling the requirements of the Charter. This is a new committee
which began its work in 2008.




34
                             Anglo Platinum Limited
                                  (Incorporated in the Republic of South Africa)
                                       Registration number 1946/022452/06
                                     Share code: AMS    ISIN: ZAE000013181
                                    (“Anglo Platinum” or “the Company”)



                  Notice of combined general meeting of ordinary and
                                preference shareholders


Notice is hereby given that a combined general meeting of ordinary and preference shareholders of the
Company (“combined general meeting”) will be held in the Auditorium, 18th Floor, 55 Marshall Street,
Johannesburg, 2001 on Monday, 31 March 2008 at 14:30, or as soon thereafter as the Annual General
Meeting of Anglo Platinum is concluded, for the purpose of considering and, if deemed fit, passing, with
or without modification, the following special and ordinary resolutions:


SPECIAL RESOLUTION NUMBER 1
The creation of “A” Ordinary Shares
“Resolved that, subject to the fulfilment of the conditions precedent stipulated in the circular accompanying
this notice convening the combined general meeting at which this resolution will be proposed and considered
(“notice”), the authorised share capital of the Company be and is hereby increased from R41 352 207 divided
into 413 376 965 ordinary shares of R0.10 each and 1 451 002 convertible, perpetual, cumulative preference
shares of R0.01 each to R41 503 485 divided into 413 376 965 ordinary shares of R0.10 each, 1 451 002
convertible, perpetual, cumulative preference shares of R0.01 each and 1 512 780 “A” Ordinary Shares
of R0.10 each by the creation of 1 512 780 new “A” Ordinary Shares of R0.10 each having the special rights
and privileges set out in the proposed Article 146 of the articles of association of the Company to be inserted
in terms of special resolution number 2 as set out in the notice.”
This resolution is required to be voted on by both ordinary and preference shareholders.
Reason for and effect of special resolution number 1
The reason for and the effect of special resolution number 1, if passed, is to increase the authorised share
capital of the Company by the creation of 1 512 780 new A ordinary shares of R0.10 each for the purpose
of implementing the Scheme (as defined in the circular to Shareholders to which the notice convening the
combined general meeting is attached).
SPECIAL RESOLUTION NUMBER 2
Amendment to articles of association
“Resolved that, subject to the fulfilment of the conditions precedent stipulated in the circular accompanying
this notice convening the combined general meeting at which this resolution will be proposed and
considered, the Company’s articles of association be and are hereby amended by the insertion of the following
new Article 146 immediately after Article 145:
RIGHTS AND CONDITIONS ATTACHING TO THE “A” ORDINARY SHARES
146.1   The “A” Ordinary Shares shall consist of an equal number of “A1” Ordinary Shares, “A2” Ordinary
        Shares and “A3” Ordinary Shares. The “A1” Ordinary Shares, the “A2” Ordinary Shares and the
        “A3” Ordinary Shares shall be referred to collectively as the ““A” Ordinary Shares” but each of the
        “A1” Ordinary Shares, the “A2” Ordinary Shares and the “A3” Ordinary Shares shall constitute
        a separate class of share. Nevertheless, the “A” Ordinary Shares shall rank pari passu with one
        another save as set out in this Article 146. The date on which the “A” Ordinary Shares are subscribed
        for is hereinafter referred to as the “Subscription Date”.



                                                                                                            35
146.2     The “A” Ordinary Shares shall confer on the holders thereof from time to time (the “A” Holder(s)”)
          the following rights, privileges and obligations:
146.2.1        Each “A” Ordinary Share shall confer on the “A” Holder the right to receive a dividend at the
               same time as and on the same terms as any dividend that may from time to time be declared
               to the holders of the ordinary shares, equal to one-sixth of the dividend per ordinary share
               declared by the Company from time to time, provided that in respect of the “A” Ordinary Shares
               there shall be payable within 14 (fourteen) days of the Subscription Date, an initial dividend
               in an amount equal in aggregate to the dividend which would have been payable in respect
               of the “A” Ordinary Shares had the “A” Ordinary Shares been in issue on the dividend
               declaration date in respect of ordinary shares of the Company immediately preceding the date
               of issue of the “A” Ordinary Shares plus the amount which would have been payable to the
               “A” Holder had the “A” Holder in addition held 1 008 519 ordinary shares in the share capital
               of the Company on such date.
146.2.2        The Company shall:
146.2.2.1           in respect of the “A1” Ordinary Shares, on the 5th (fifth) anniversary of the Subscription
                    Date (as hereinafter defined) of such “A1” Ordinary Shares;
146.2.2.2           in respect of the “A2” Ordinary Shares, on the 6th (sixth) anniversary of the Subscription
                    Date of such “A2” Ordinary Shares; and
146.2.2.3           in respect of the “A3” Ordinary Shares, on the 7th (seventh) anniversary of the
                    Subscription Date of such “A3” Ordinary Shares,
               reduce the issued share capital of the Company by repurchasing and cancelling the “A1”, “A2”
               or “A3” Ordinary Shares, as the case may be, or such portion thereof determined in accordance
               with Articles 146.2.3 and 146.2.4 at a repurchase price equal to the par value thereof.
               The dates set out in Article 146.2.2.1, 146.2.2.2 and 146.2.2.3 are hereinafter each referred
               to as a “Transaction Date”. Notwithstanding the provisions hereof, the repurchase of
               “A” Ordinary Shares shall be subject to the provisions of the Companies Act and the Listings
               Requirements of the JSE Limited (“JSE”) and no repurchase of “A” Ordinary Shares which
               is contrary to the requirements thereof shall be given effect to.
146.2.3        In order to give effect to Article 146.2.2, the Company shall:
146.2.3.1           determine the 30 (thirty)-day volume weighted average traded price per share (the
                    “Transaction Price”) of the ordinary shares on the JSE calculated as at the trading day
                    immediately prior to the relevant Transaction Date;
146.2.3.2           calculate, on the basis described in Article 146.2.4 the number of “A1”, “A2” or “A3”
                    Ordinary Shares, as the case may be, (the “Cancellation Shares”) which the Company shall
                    repurchase and cancel;
146.2.3.3           repurchase and cancel the Cancellation Shares;
146.2.3.4           convert such number of the “A1”, “A2” or “A3” Ordinary Shares, as the case may
                    be, which shall not have been repurchased and cancelled in terms of Article 146.2.2
                    (the “Conversion Shares”), into ordinary shares, by not later than 5 (five) Business Days
                    after the relevant Transaction Date (the “Transaction Closing Date”);
146.2.3.5           procure that the Conversion Shares, after their conversion into ordinary shares, shall
                    be listed on the JSE by not later than 5 (five) Business Days after the relevant Transaction
                    Closing Date; and
146.2.3.6           by not later than 5 (five) Business Days after the Transaction Closing Date, instruct the
                    Central Securities Depository Participant of the Company irrevocably and in writing
                    to credit the account of the “A” Holder held with its Central Securities Depository
                    Participant with the ordinary shares into which the relevant Conversion Shares shall have
                    been converted.
146.2.4        The Company shall calculate the number of Cancellation Shares which the Company shall
               repurchase and cancel in terms of respectively Articles 146.2.2 and 146.2.3 by reference to the
               formula:
               A=B–C+D
                   ]]]]]]]
                        E
               where:
               A   is the number of Cancellation Shares which the Company shall be entitled to repurchase
                   and cancel, which number shall not be greater than the number of “A1”, “A2” or “A3”
                   Ordinary Shares as the case may be (the “Transaction Shares”);


36
             B   is the 30 (thirty)-day volume weighted average traded price per ordinary share on the
                 JSE calculated on the trading day immediately prior to 7 March 2008 in respect
                 of the “A1” Ordinary Shares, the 1st (first) anniversary of Subscription Date in respect
                 of the “A2” Ordinary Shares and the 2nd (second) anniversary of the Subscription Date
                 in respect of the “A3” Ordinary Shares (the “Subscription Dates”) multiplied by the number
                 of relevant Transaction Shares (the “Opening Balance”). (Each such anniversary is
                 hereinafter referred to as the “Relevant Pricing Date”);
             C   is the amount (the “Reduction”) equal to five-sixths of the aggregate dividends per ordinary
                 share paid by the Company during the period commencing on the Relevant Pricing Date
                 and terminating on the relevant Transaction Date (the “Relevant Period”), multiplied by the
                 number of relevant Transaction Shares;
             D   is an increment, calculated by the application of an escalation factor (the “Factor”)
                 being 9,5% (nine comma five percent), nominal annual compounded annually in arrears,
                 to the Opening Balance in respect of the Relevant Period, provided that the Reduction shall
                 be taken into account in determining the Opening Balance and further provided that the
                 Reduction shall be deemed to have reduced the Opening Balance from time to time on each
                 anniversary of the Relevant Pricing Date; and
             E   is the 30 (thirty)-day volume weighted average traded price per ordinary share on the JSE
                 calculated as at the trading day immediately prior to the relevant Transaction Date.
146.2.5      Save as set out in this Article 146, the “A” Ordinary Shares shall rank pari passu in all respects
             with the ordinary shares, (including, for the avoidance of doubt, with respect to the voting
             rights attached to the “A” Ordinary Shares), it being recorded, for the avoidance of doubt, that
             in the event that the Company shall take any action of whatsoever nature in relation to and/or
             in connection with the amendment of any of the rights attaching to the ordinary shares
             and/or the par value of the ordinary shares (including, without limitation, the subdivision
             and/or consolidation of the Ordinary Shares, or any of them) the Company shall take the same
             action mutatis mutandis in relation to the “A” Ordinary Shares.
This resolution is required to be voted on by both ordinary and preference shareholders.

Reason for and effect of special resolution number 2
The reason for and effect of special resolution number 2, if passed, is to amend the articles of association
of the Company by inserting a new Article 146 containing the rights and privileges attaching to the new
“A” Ordinary Shares of R0.10 each to be created in terms of special resolution number 1 as set out in the
notice convening the combined general meeting at which special resolution number 2 will be proposed and
considered.


SPECIAL RESOLUTION NUMBER 3
Authority for specific repurchase
“Resolved that, subject to the fulfilment of the conditions precedent stipulated in the circular accompanying
this notice convening the combined general meeting at which this resolution will be proposed and
considered, that the Company be and is hereby authorised by way of a specific authority in accordance with
Section 85 of the Companies Act, 1973, as amended, and any subsidiary of the Company from time to time
be and is hereby authorised in terms of Section 89 of the Companies Act, 1973, as amended, and in terms
of the Listings Requirements of the JSE Limited, to acquire “A” Ordinary Shares in the issued share capital
of the Company as the Company may be entitled to acquire in terms of Article 146 of the articles of
association of the Company referred to in special resolution number 2 as and when the Company exercises
its rights in terms of Article 146, for a consideration of R0.10 per “A” Ordinary Share.”
This resolution is required to be voted on by both ordinary and preference shareholders.


DIRECTORS’ UNDERTAKING
The Directors undertake that, to the extent it is still required by the JSE Listings Requirements and
the Companies Act, they will not implement any such repurchase as contemplated in special resolution
number 3 while this specific authority is valid, unless:
– the shareholder spread requirements set out in 3.37 and 3.41 of the Listings Requirements are met;
– the Company, in the case of a prohibited period, announces the full details of the repurchase (including
  the dates and quantities of the securities to be traded) prior to the commencement of the prohibited period;



                                                                                                            37
– it complies with the Act, the Listings Requirements and the Articles of the Company;
– the Company and the Group will be able, in the ordinary course of business, to pay its debts for a period
  of 12 months after the date of such repurchase;
– the assets of the Company and the Group will exceed the liabilities of the Company and the Group for
  a period of 12 months after the date of such repurchase. For this purpose, the assets and liabilities will be
  recognised and measured in accordance with the accounting policies used in the Company’s latest audited
  annual Group financial statements;
– the Company and the Group will have adequate share capital and reserves for ordinary business purposes
  for a period of 12 months after the date of such repurchase;
– the working capital of the Company and the Group will be adequate for ordinary business purposes for
  a period of 12 months after the date of such repurchase; and
– upon entering the market to proceed with the repurchase, the Company’s sponsor has confirmed,
  in writing to the JSE, the adequacy of the Company and the Group’s working capital for the purposes
  of undertaking such repurchase.
An announcement will be released on SENS in the event that the specific repurchase takes place, complying
with 11.25 of the Listings Requirements, as amended, and including a statement as to the source of funds
to be utilised.

Reason for and effect of special resolution number 3
The reason for and effect of special resolution number 3, if passed, is to give the Directors of the Company
specific authority for the Company to acquire and cancel the “A” Ordinary Shares specified in the special
resolution number 2 to be able to give effect to the provisions of the new Article 146 as and when the
Company exercises its rights in terms of Article 146.


ORDINARY RESOLUTION NUMBER 1
Adoption of the Employee Share Participation Scheme
“Resolved that, subject to the fulfilment of the conditions precedent stipulated in the circular accompanying
this notice convening the combined general meeting at which this resolution will be proposed and
considered, the Employee Share Participation Scheme contemplated in the trust deed tabled at the combined
general meeting at which this resolution will be proposed and considered and initialled by the chairman
of the combined general meeting for the purposes of identification, be and is hereby adopted by the
Company.”
This resolution is required to be voted on by ordinary shareholders only.


ORDINARY RESOLUTION NUMBER 2
Specific issue of shares for cash
“Resolved that, subject to the fulfilment of the condition precedent stipulated in the notice convening the
combined general meeting at which this resolution will be proposed and considered, 1 008 519 ordinary
shares of R0.10 each and 1 512 780 “A” Ordinary Shares of R0.10 each in the authorised but unissued share
capital of the Company be and are placed under the control of the Directors of the Company as a specific
authority in terms of section 221 of the Companies Act, 1973, as amended and subject to the Listings
Requirements of the JSE Limited (“JSE”):
1.   to allot and issue for cash 504 260 “A1” Ordinary Shares of R0.10 each at a subscription price being
     33.42% of the 30-day volume weighted average traded price of an ordinary share on the JSE,
     calculated as at the Business Day immediately prior to the Subscription Date (as defined in the circular
     to shareholders to which the notice convening the combined general meeting is attached (“circular”))
     to the trust (as defined in the circular), pursuant to the terms and conditions of the Trust Subscription
     Agreement (as defined in the circular);
2.   to allot and issue for cash 504 260 “A2” Ordinary Shares of R0.10 each at a subscription price being
     32.35% of the 30-day volume weighted average traded price of an ordinary share on the JSE, calculated
     as at the Business Day immediately prior to the Subscription Date (as defined in the circular to
     shareholders to which the notice convening the combined general meeting is attached (“circular”))
     to the trust (as defined in the circular), pursuant to the terms and conditions of the Trust Subscription
     Agreement (as defined in the circular);




38
3.   to allot and issue for cash 504 260 “A3” Ordinary Shares of R0.10 each at a subscription price being
     31.81% of the 30-day volume weighted average traded price of an ordinary share on the JSE, calculated
     as at the Business Day immediately prior to the Subscription Date (as defined in the circular
     to shareholders to which the notice convening the combined general meeting is attached (“circular”))
     to the trust (as defined in the circular), pursuant to the terms and conditions of the Trust Subscription
     Agreement (as defined in the circular); and
4.   to allot and issue for cash 1 008 519 ordinary shares of R0.10 each at a price per share equal to the
     opening price of an ordinary share of Anglo Platinum on the JSE, calculated as at the Business Day
     immediately prior to the Subscription Date (as defined in the circular to shareholders to which the notice
     convening the combined general meeting is attached (“circular”)) to the trust (as defined in the circular),
     pursuant to the terms and conditions of the Trust Subscription Agreement (as defined in the circular).”
In terms of the Listings Requirements of the JSE, the passing of this ordinary resolution requires a 75%
majority of the votes cast by Shareholders present in person or by proxy or represented at the combined
general meeting, excluding any parties and their associates participating in the specific issue of shares for
cash, to be cast in favour.
This resolution is required to be voted on by both ordinary and preference shareholders.


ORDINARY RESOLUTION NUMBER 3
Authority to give effect to the above resolutions
“Resolved that the company secretary and failing the company secretary, any one Director of the Company
be and is hereby authorised, on behalf of the Company, to do or cause all such things to be done, to sign all
such documentation as may be necessary to give effect to and implement all of the resolutions to be
considered at the combined general meeting at which this resolution will be proposed and considered.”
This resolution is required to be voted on by ordinary shareholders only.


VOTING AND PROXIES
In terms of the Listings Requirements of the JSE, in order for them to be effective, ordinary resolution
number 2 must be passed by a 75% majority of the votes cast by Shareholders present or represented
by proxy at the combined general meeting.
In accordance with the relative par value of the shares, on a poll each ordinary share will be entitled to ten
votes for every one preference share vote. Pursuant to the Listings Requirements shares held by a share trust
or scheme will not have their votes taken into account for the purposes of determining whether any
resolution has been passed.
Certificated Shareholders and dematerialised “own name” Shareholders (whose names appear on the
sub-register maintained by their CSDP or broker), who are unable to attend the combined general meeting
and wish to be represented thereat, must complete and return the attached form of proxy in accordance with
the instructions contained therein, so as to reach the Company’s share registrars in South Africa or the
United Kingdom by no later than 14:30 (South African time) on Thursday, 27 March 2008. The addresses
of the share registrars are in the inside front cover of this circular.
Dematerialised Shareholders (other than those dematerialised “own name” Shareholders) must advise their
CSDP or broker of their voting instructions should they wish to be represented at the combined general
meeting. If, however, such shareholders wish to attend the combined general meeting in person, they will
need to request their CSDP or broker to provide them with the necessary authority in terms of the custody
agreement entered into between the dematerialised shareholder and the CSDP or broker.


By order of the Anglo Platinum Board of Directors


7 March 2008




                                                                                                             39
40   PRINTED BY INCE (PTY) LTD      .
                                 REF W2CF05167
                                 Anglo Platinum Limited
                                       (Incorporated in the Republic of South Africa)
                                            Registration number 1946/022452/06
                                          Share code: AMS    ISIN: ZAE000013181
                                         (“Anglo Platinum” or “the Company”)



                                                     Form of proxy

For use only by ordinary shareholders of certificated ordinary shares in the Company and holders of dematerialised
ordinary shares in the Company held through a Central Securities Depository Participant (“CSDP”) or broker and who have
selected “own name” registration at the combined general meeting of the Company (“combined general meeting”) to be held
at 14:30, or as soon thereafter as the Annual General Meeting of Anglo Platinum is concluded, on Monday, 31 March 2008
in the Auditorium, 18th Floor, 55 Marshall Street, Johannesburg, 2001 or at any adjournment thereof.
If you are an ordinary shareholder entitled to attend and vote at the combined general meeting you can appoint a proxy
or proxies to attend, vote and speak in your stead. A proxy need not be a shareholder of the Company.
If you are a holder of ordinary shares in the Company and have dematerialised your share certificates through a CSDP (and
have not selected “own name” registration in the sub-register maintained by a CSDP), do not complete this form of proxy but
instruct your CSDP to issue you with the necessary authority to attend the combined general meeting, or if you do not wish
to attend, provide your CSDP with your voting instructions in terms of your custody agreement entered into with it.
I/We

(full names in block letters)

of (address)

being a holder/s of                                          ordinary shares in the Company, hereby appoint (see note 2)

1.                                                                                                  of (or failing him/her),

2.                                                                                                  of (or failing him/her),

3. the Chairman of the Company or failing him the Chairman of the combined general meeting, as my/our proxy
   to attend, speak, and on a poll to vote or abstain from voting on my/our behalf at the combined general meeting which
   will be held for the purpose of considering and, if deemed fit, passing, with or without modification, the special and
   ordinary resolutions to be proposed thereat and at any adjournment thereof.
                                                                      Number of votes (one per share)

                                                       In favour of               Against                 Abstain

 Special resolution number 1
 Creation of “A” Ordinary Shares

 Special resolution number 2
 Amendment to articles of association

 Special resolution number 3
 Authority for specific repurchase

 Ordinary resolution number 1
 Adoption of the Employee Share
 Participation Scheme

 Ordinary resolution number 2
 Specific issue of shares for cash

 Ordinary resolution number 3
 Authority to give effect to the above resolutions

Note: Please indicate with an “x” in the spaces above how you wish your votes to be cast.

Signed at                                                   this                                               day of 2008

Signature
Please read the notes on the reverse side of this form of proxy.
Notes:
 1. An ordinary shareholder is entitled to appoint one or more proxies (none of whom need be an
    ordinary shareholder of the Company) to attend, speak and vote or abstain from voting in the place
    of that ordinary shareholder at the combined general meeting.
 2. An ordinary shareholder may therefore insert the name of a proxy or the names of two alternative
    proxies of the ordinary shareholder’s choice in the space provided, with or without deleting the
    words “the Chairman of the Company or failing him the Chairman of the combined general meeting”.
    The person whose name appears first on the proxy form and who is present at the combined general
    meeting, will be entitled to act as proxy to the exclusion of those whose names follow.
 3. An ordinary shareholder’s instructions to the proxy must be indicated by the insertion of an “X” in the
    appropriate box. Failure to comply with the above will be deemed to authorise the Chairman
    of the Company or failing him the Chairman of the combined general meeting, if he is the
    authorised proxy, to vote in favour of resolutions at the combined general meeting, or any other proxy
    to vote or abstain from voting at the combined general meeting as he deems fit, in respect of the ordinary
    shareholder’s total holding.
 4. The completion and lodging of this form of proxy will not preclude an ordinary shareholder from
    attending the combined general meeting and speaking and voting in person thereat to the exclusion
    of any proxy appointed in terms hereof, should such ordinary shareholder wish to do so.
 5. In case of joint holders, the vote of the most senior who tenders a vote, whether in person or by proxy,
    will be accepted to the exclusion of the votes of the other joint holders, for which purpose seniority will
    be determined by the order in which the names appear on the Company’s register of ordinary
    shareholders in respect of the joint holding.
 6. If an ordinary shareholder does not indicate on this form of proxy that his/her proxy is to vote in favour
    of or against any resolution or to abstain from voting, or gives contradictory instructions, or should
    any further resolution(s) or any amendment(s) which may properly be put before the combined general
    meeting be proposed, the proxy shall be entitled to vote as he/she thinks fit.
 7. The Chairman of the combined general meeting may reject or accept any form of proxy which
    is completed and/or received otherwise than in accordance with these notes.
 8. Documentary evidence establishing the authority of a person signing this form of proxy
    in a representative capacity must be attached to this form of proxy unless previously recorded by the
    Company’s transfer secretaries or waived by the Chairman of the combined general meeting.
 9. Any alternation or correction to this form of proxy must be initialled by the signatory/ies, other than
    the deletion of alternatives.
10. Forms of proxy must be lodged with or posted to the Company, c/o Computershare Investor
    Services (Pty) Limited, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107),
    to be received by no later than 14:30 on Thursday, 27 March 2008.




                                                     I
                                Anglo Platinum Limited
                                     (Incorporated in the Republic of South Africa)
                                          Registration number 1946/022452/06
                                        Share code: AMS    ISIN: ZAE000013181
                                      (“Anglo Platinum” or “the Company”)



                                                Form of proxy

For use only by preference shareholders of certificated preference shares in the Company and holders
of dematerialised preference shares in the Company held through a Central Securities Depository Participant
(“CSDP”) or broker and who have selected “own name” registration at the combined general meeting of the
Company (“combined general meeting”) to be held at 14:30, or as soon thereafter as the Annual General
Meeting of Anglo Platinum is concluded, on Monday, 31 March 2008 in the Auditorium, 18th Floor,
55 Marshall Street, Johannesburg, 2001 or at any adjournment thereof.
If you are a preference shareholder entitled to attend and vote at the combined general meeting you can appoint
a proxy or proxies to attend, vote and speak in your stead. A proxy need not be a shareholder of the Company.
If you are a holder of preference shares in the Company and have dematerialised your share certificates
through a CSDP (and have not selected “own name” registration in the sub-register maintained by a CSDP),
do not complete this form of proxy but instruct your CSDP to issue you with the necessary authority
to attend the combined general meeting, or if you do not wish to attend, provide your CSDP with your voting
instructions in terms of your custody agreement entered into with it.
I/We
(full names in block letters)
of (address)

being a holder/s of                               preference shares in the Company, hereby appoint (see note 2)
1.                                                                                       of (or failing him/her),
2.                                                                                       of (or failing him/her),
3. the Chairman of the Company or failing him the Chairman of the combined general meeting, as my/our
   proxy to attend, speak, and on a poll to vote or abstain from voting on my/our behalf at the combined
   general meeting which will be held for the purpose of considering and, if deemed fit, passing, with
   or without modification, the special resolutions and the ordinary resolution on which preference
   shareholders are entitled to vote to be proposed thereat and at any adjournment thereof.
                                                                 Number of votes (one per share)
                                                     In favour of              Against             Abstain
 Special resolution number 1
 Creation of “A” Ordinary Shares
 Special resolution number 2
 Amendment to articles of association
 Special resolution number 3
 Authority for specific repurchase
 Ordinary resolution number 2
 Specific issue of shares for cash
Note: Please indicate with an “x” in the spaces above how you wish your votes to be cast.
Signed at                                                this                                        day of 2008
Signature

Please read the notes on the reverse side of this form of proxy.
Notes:
 1. A preference shareholder is entitled to appoint one or more proxies (none of whom need be a preference
    shareholder of the Company) to attend, speak and vote or abstain from voting in the place of that
    preference shareholder at the combined general meeting.
 2. A preference shareholder may therefore insert the name of a proxy or the names of two alternative
    proxies of the preference shareholder’s choice in the space provided, with or without deleting the words
    “the Chairman of the Company or failing him the Chairman of the combined general meeting”.
    The person whose name appears first on the proxy form and who is present at the combined general
    meeting, will be entitled to act as proxy to the exclusion of those whose names follow.
 3. A preference shareholder’s instructions to the proxy must be indicated by the insertion of an “X” in the
    appropriate box. Failure to comply with the above will be deemed to authorise the Chairman of the
    Company or failing him the Chairman of the combined general meeting, if he is the authorised proxy,
    to vote in favour of resolutions at the combined general meeting, or any other proxy to vote or abstain
    from voting at the combined general meeting as he deems fit, in respect of the preference shareholder’s
    total holding.
 4. The completion and lodging of this form of proxy will not preclude a preference shareholder from
    attending the combined general meeting and speaking and voting in person thereat to the exclusion
    of any proxy appointed in terms hereof, should such preference shareholder wish to do so.
 5. In case of joint holders, the vote of the most senior who tenders a vote, whether in person or by proxy,
    will be accepted to the exclusion of the votes of the other joint holders, for which purpose seniority will
    be determined by the order in which the names appear on the Company’s register of preference
    shareholders in respect of the joint holding.
 6. If a preference shareholder does not indicate on this form of proxy that his/her proxy is to vote in favour
    of or against any resolution or to abstain from voting, or gives contradictory instructions, or should any
    further resolution(s) or any amendment(s) which may properly be put before the combined general
    meeting be proposed, the proxy shall be entitled to vote as he/she thinks fit.
 7. The Chairman of the combined general meeting may reject or accept any form of proxy which
    is completed and/or received otherwise than in accordance with these notes.
 8. Documentary evidence establishing the authority of a person signing this form of proxy in
    a representative capacity must be attached to this form of proxy unless previously recorded by the
    Company’s transfer secretaries or waived by the Chairman of the combined general meeting.
 9. Any alternation or correction to this form of proxy must be initialled by the signatory/ies, other than
    the deletion of alternatives.
10. Forms of proxy must be lodged with or posted to the Company, c/o Computershare Investor Services
    (Pty) Limited, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107), to be
    received by no later than 14:30 on Thursday, 27 March 2008.




                                                     I

				
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