| Notice of annual general meeting |
| Notice is hereby given that the annual general meeting
of shareholders of the Company will be held in the
Auditorium, on the 18th Floor, 55 Marshall Street,
Johannesburg, on Monday, 31 March 2008 at 14:00, for
the following purposes: |
| |
| ORDINARY BUSINESS |
| 1. |
To receive, consider and adopt the annual financial
statements for the year ended 31 December 2007,
together with the report of the auditors. |
| 2. |
To re-elect directors retiring by rotation and who
have been appointed during the year and are
retiring in terms of the articles of association and
who are eligible and offer themselves for re-election
as directors of the Company.
Directors retiring by rotation:
Mr A E Redman
Mr D G Wanblad
Directors appointed during the year:
Ms C B Carroll
Mr R J King
Mr R Médori
Directors appointed since the year end:
Mr M V Moosa
Ms S E N Sebotsa |
| 3. |
To appoint Deloitte & Touche as auditors of the
Company and to appoint Graeme Berry as the
designated auditor to hold office for the ensuing
year. |
| |
| SPECIAL BUSINESS |
| In addition, shareholders will be requested to consider
and, if deemed fit, to pass the following special and
ordinary resolutions with or without amendment: |
|
| Special resolution |
General authority to permit the Company and/or its
subsidiaries to acquire shares in the Company.
"RESOLVED THAT the Company and/or any of its
subsidiaries from time to time are hereby authorised, by
way of a general authority, to: |
| |
| (a) |
acquire ordinary shares of 10 (ten) cents each
("ordinary") issued by the Company in terms of sections 85 and 89 of the Companies Act, 1973, as
amended ("the Companies Act"), and in terms of
the Listings Requirements of the JSE Limited ("the
Listings Requirements"); and/or |
| (b) |
conclude derivative transactions which may result in the purchase of ordinary shares in terms of the Listings Requirements; it being recorded that such Listings Requirements currently require, inter alia, that: |
| |
(1) |
the Company may make a general repurchase
of securities only if any such repurchase of
ordinary shares shall be implemented on the
main board of the JSE Limited (JSE) or any
other stock exchange on which the Company's
shares are listed and on which the Company or
any of its subsidiaries may wish to implement
any repurchases of ordinary shares with the
approval of the JSE and any other such stock
exchange, as necessary; |
| |
(2) |
this general authority shall only be valid until the
Company's next annual general meeting,
provided that it shall not extend beyond 15
months from the date of passing of this special
resolution; |
| |
(3) |
the repurchase of ordinary shares may not be
made at a price greater than 10% (ten per cent)
above the weighted average of the market
value of such ordinary shares for the 5 (five)
business days immediately preceding the date
on which the transactions are effected; |
| |
(4) |
any derivative transactions which may result in
the repurchase of ordinary shares must be
priced as follows: |
| |
|
(i) |
the strike price of any put option written by
the Company may not be at a price greater
than that stipulated in paragraph (3) above
at the time of entering into the derivative
agreement; |
| |
|
(ii) |
the strike price of any call option may be
greater than that stipulated in paragraph (3)
above at the time of entering into the
derivative agreement, but the Company
may not exercise that call option if it is
more than 10% "out of the money"; |
| |
|
(iii) |
the strike price of any forward agreement
may be greater than that stipulated in
paragraph (3) above; |
| |
(5) |
when the Company and/or any of its subsidiaries
has cumulatively purchased 3% (three per cent)
of the number of ordinary shares in issue on
the date of passing of this special resolution
(including the delta equivalent of any such
ordinary shares underlying derivative
transactions which may result in the repurchase
by the Company of ordinary shares), and for
each 3% thereof in aggregate, acquired
thereafter, an announcement must be published
as soon as possible and not later than 08:30 on
the business day following the day on which the
relevant threshold is reached or exceeded, and
the announcement must comply with the
Listings Requirements; |
| |
(6) |
any general purchase by the Company and/or any of its subsidiaries of the Company’s ordinary shares in issue shall not in aggregate, in any one financial year, exceed 20% (twenty per cent) of the Company’s issued ordinary share capital.” |
The reason for the special resolution is to obtain a general approval in terms of the Companies Act and the Listings Requirements to grant the Company and/or any of its subsidiaries authority to acquire ordinary shares in the Company and/or conclude derivative transactions which may result in the repurchase by the Company of ordinary shares. The effect of the special resolution will be to allow the Company and/or any of its subsidiaries to acquire the Company’s ordinary shares and/or conclude derivative transactions which may result in the repurchase by the Company of ordinary shares.
The intention of the Company's Board is to utilise the
general authority if at some future date the cash
resources of the Company are excess to its requirements.
In this regard, the Board will take account of, inter alia,
an appropriate capitalisation structure for the Company
and the long-term cash needs of the Company.
The Company's Board has considered the impact which
a repurchase of up to a maximum of 20% (twenty per
cent) of the Company's issued ordinary share capital
under a general authority would have on the Company
and the Group and is of the opinion that: |
| • |
the Company and the Group will in the ordinary course of business be able to pay its debts; |
| • |
the assets of the Company and the Group will be in
excess of the liabilities of the Company and the
Group, calculated in accordance with the accounting
policies used in the audited financial statements for
the year ended 31 December 2007; and |
| • |
the ordinary capital, working capital and reserves of the Company and the Group will be adequate for ordinary business purposes; |
| for a period of 12 months after the date of this notice
of annual general meeting. |
|
| Ordinary resolution No 1 |
Placing the unissued ordinary shares under the control
of directors.
"RESOLVED THAT, subject to the provisions of the
Companies Act, 1973, as amended, and the Listings
Requirements of the JSE Limited, the authorised but
unissued ordinary shares of 10 cents each in the share
capital of the Company (excluding for this purpose
those ordinary shares over which the directors have
been given specific authority to meet the requirements
of the Anglo Platinum Share Option Scheme) be and
are hereby placed at the disposal and under the control
of the directors, who are hereby authorised to allot and
issue such shares in their discretion to such persons on
such terms and conditions and at such times as the
directors may determine, which authority shall only be
valid until the Company's next annual general meeting." |
|
| Ordinary resolution No 2 |
Approval of the non-executive directors’ fees.
“RESOLVED THAT: |
| • |
the annual fees payable to non-executive directors
of the Company be fixed at the rate of R135,000
per annum; |
| • |
the annual fee payable to the deputy chairman of
the Board be increased from the rate of R215,000
per annum to R230,000 per annum; |
| • |
the annual fee payable to the chairman of the Board
be increased from the rate of R750,000 per annum
to the rate of R800,000 per annum; and |
| • |
the annual fees payable to non-executive directors
for serving on the committees of the Board be as
follows: |
| |
– |
Audit Committee: member's fee to increase
from R70,000 per annum to R75,000 per
annum; chairman's fee to increase from R105,000
per annum to R110,000 per annum. |
| |
– |
Corporate Governance Committee: member's
fee to increase from R50,000 per annum to
R55,000 per annum; chairman's fee to increase
from R85,000 per annum to R90,000 per
annum. |
| |
– |
Nomination Committee: member's fee to
increase from R50,000 per annum to R55,000
per annum; chairman's fee to increase from
R85,000 per annum to R90,000 per annum. |
| |
– |
Remuneration Committee: member's fee to
increase from R55,000 per annum to R60,000
per annum; chairman's fee to increase from
R95,000 per annum to R100,000 per annum. |
| |
– |
Safety and Sustainable Development Committee:
member's fee to increase from R50,000 per
annum to R55,000 per annum; chairman's fee to
increase from R85,000 per annum to R90,000
per annum. |
| |
– |
Transformation Committee: member's fee to be
set at R55,000 per annum; chairman's fee at
R90,000 per annum. |
|
| Ordinary resolution No 3 |
| Signature of documents, etc. |
| "RESOLVED THAT any one director or alternate
director of the Company be and is hereby authorised
to sign all such documents and to do all such things as
may be necessary for or incidental to the implementation
of the abovementioned special and ordinary resolutions
to be proposed at the annual general meeting." |
| |
| PROXY AND VOTING PROCEDURE |
Members of the Company who have not dematerialised
their shares or who have dematerialised their shares
with "own name" registration are entitled to attend and
vote at the meeting and are entitled to appoint a proxy
to attend, speak and vote in their stead. The person so
appointed need not be a member of the Company.
If certificated members or dematerialised members
with "own name" registration are unable to attend the
annual general meeting but wish to be represented
thereat, they must complete the attached proxy form.
In order to be effective, proxy forms shall be delivered
or posted to Computershare Investor Services 2004
(Proprietary) Limited, 70 Marshall Street, Johannesburg,
2001, PO Box 61051, Marshalltown, 2107, or at the
offices of Capita Registrars Limited, The Registry,
34 Beckenham Road, Beckenham, Kent, BR3 4TU,
England, so as to reach these addresses not later than
14:00 on Friday, 28 March 2008.
Members who have dematerialised their shares, other
than those members who have dematerialised their
shares with "own name" registration, should contact
their Central Securities Depository Participant (CSDP)
or stockbroker: |
| • |
to furnish their CSDP or stockbroker with a voting
instruction; and |
| • |
In the event that they wish to attend the meeting, to
obtain the necessary authority to do so. |
| |
| By order of the Board |
 |
Jenny Meyer
Group Company Secretary
Anglo Platinum Limited
Johannesburg
7 February 2008 |
| |
| Particulars of the age, qualifications, Group service,
and/or business experience of the directors who are
subject to retirement by rotation in terms of the articles
of association and who are eligible and available for reelection
to the Board of directors. |
