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SALIENT FEATURES OF THE
BONUS SHARE PLAN |
INTRODUCTION |
The objective of the Bonus Share Plan (BSP) is to
provide a mechanism to attract, retain and
reward management and to align the interests
of management and shareholders. Also, in
recognition of the need to enable broader
career development opportunities and resource
deployment between the Company and its
majority shareholder, Anglo American and other
Group companies, a further objective of the BSP
is to ensure greater incentive alignment to
encourage intercompany mobility.
The BSP also aims to: |
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provide a mechanism for wealth creation for
Participants that is linked to wealth creation
for shareholders; |
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strengthen the Group’s performance culture
and provide a direct link between
Participants’ annual performance objectives
and share-based incentives; and |
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encourage Participants to build up a
shareholding in the Company and thus
increase the alignment of their interests
with shareholders and foster the spirit of a
unitised Group. |
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| In normal circumstances the Employer
Companies will purchase Shares in the market
or the Company will issue new shares to settle
the benefits in respect of Bonus Awards.
Notwithstanding the aforegoing, the Employer
Companies may, on instruction of the directors
and RemCom, pay any Participant an amount in
cash in lieu of any Shares based on the Market
Value of the Bonus Shares subject to a
Conditional Award on the Release Date. |
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ELIGIBILITY |
| Any senior employee of the Group with
significant managerial or other responsibility,
including any director holding salaried
employment or office, is eligible to participate
in the BSP. The Employer Companies will
recommend participation in the BSP to the
Directors. The BSP will include participation by
executive directors and selected senior
employees of the Group. The purpose of the
BSP is to recognise contributions made by
selected Employees and to provide for an
incentive for their continuing relationship with
the Group, by providing them with the
opportunity of receiving Shares, in the
Company, thereby providing Participants with
an incentive to advance the Group’s interests
and to ensure that the Group attracts and
retains the core competencies required for
formulating and implementing the Group’s
business strategies. |
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STRUCTURE OF THE BSP |
The BSP consists of a Bonus Award, paid partly
in cash and partly in Shares. The amount of a
Bonus Award shall be approved by the
RemCom, on recommendation from the
Employer Company, on the basis of annual
performance compared to agreed targets.
Bonus Awards payable in cash shall not
normally exceed 75% (seventy five per cent) of
the Participant’s Salary, and shall be paid as
soon as practicable by the Employer Company,
subject to such deductions of tax and otherwise
as required by law.
An award of Bonus Shares shall be made either
as: |
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a Conditional Award under which a
Participant is entitled to receive a specified
number of Bonus Shares on the Release
Date, being a minimum period of 3 (three) years from the Award Date, together with a
cash payment equal to the net dividends
paid on the Bonus Shares between the date
of the Bonus Award and the Release Date,
provided the Employee remains in the
employment of the Company; or |
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a Forfeitable Award, being a transfer of
Bonus Shares to the Participant immediately
following the Award Date, on the terms that
the Participant may forfeit the Bonus Shares
if he ceases to be an employee before the
Release Date, being a minimum period of
3 (three) years from the Award Date. |
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DILUTION LIMITS |
Overall Company limit |
The aggregate number of Shares at any one
time which may be allocated under this BSP
and any other shares which have been allocated
under any other share incentive scheme or plan
operated by the Company from time to time,
shall not exceed 10% (ten per cent) of the
current number of issued ordinary shares,
which at the date of approval of this BSP
equates to approximately 23,808,950 shares.
The limit referred above shall exclude the
following: |
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Shares purchased in the market in
settlement of this BSP, and shares purchased
in the market in settlement of any other
employee share incentive scheme or plan
operated by the Company from time to
time, excluding any broad-based employee
share plan. |
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Shares allocated under this BSP, or any other
employee share incentive scheme or plan
operated by the Company from time to
time, excluding any broad-based employee
share plan, which are not subsequently
settled on a Participant as a result of the
forfeiture or lapsing thereof. |
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| The aggregate result of the above shall further
include the actual number of new Shares issued
by the Company in settlement of this BSP, or
any other employee share incentive scheme or
plan operated by the Company from time to
time, excluding any broad-based employee
share plan. |
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INDIVIDUAL LIMIT |
| The maximum number of Shares allocated in
respect of all unvested share appreciation rights
granted to any Participant in terms of the Share
Appreciation Right Scheme, all unvested
conditional awards allocated to a Participant in
terms of the Long-term Incentive Plan, all
unvested conditional matching awards allocated
in terms of the Deferred Bonus Plan, unreleased
Bonus Shares allocated in terms of this BSP, and all
unvested and unreleased Shares allocated in
terms of any other employee share incentive
scheme or plan operated by the Company from
time to time, excluding any broad-based
employee share plan, shall not exceed 1%
(one per cent) of the current issued ordinary
shares which currently amounts to approximately
2,380,895 shares. |
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CESSATION OF EMPLOYMENT
AND DEATH |
| As a general rule, if a participant ceases to be
employed before the end of the Release Date
his Conditional Award and Forfeitable Award
will lapse. |
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However, if a Participant ceases to be
employed by reason of ill health, injury or
disability, as established to the satisfaction
of the RemCom, Retirement at normal
retirement age, or early retirement with the
agreement of the RemCom, the Participant’s
Employer Company ceasing to be under the
control of the Company, a transfer of the
undertaking, or the part of the undertaking in
which the Participant works to a person which is neither under the control of the
Company nor a member of the Group,
redundancy or any other reason, if RemCom
so decides in any particular case, such
decision to be made within 14 days after the
termination of employment, unless special
circumstances require a longer period to be
allowed, the Bonus Award will not lapse and
will be transferred to the Participant as soon
as practical after cessation. |
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If a participant dies, his Bonus Award will
not lapse and will be transferred to his
personal representatives as soon as
practicable. |
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TAKEOVERS AND
RESTRUCTURING |
| Where a person (or a group of persons acting in
concert) obtains control of the Company as a
result of making an offer to acquire Shares, the
Release Date in respect of Bonus Shares shall be
advanced to the date on which such offer
becomes unconditional. |
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VARIATION IN SHARE CAPITAL |
| In the event of a rights issue, capitalisation
issue, capital distribution, subdivision of Shares,
consolidation of Shares, the Shares ceasing
being listed on the JSE, the Company being put
into liquidation for the purpose of
reorganisation or any other event affecting the
share capital of the Company, or in the event of
the Company making distributions to
shareholders, including a distribution in specie
or a payment in terms of section 90 of the Act
(other than a dividend paid in the ordinary
course of business out of the current year’s
retained earnings), Participants shall continue
to participate in the BSP, however the RemCom
may vary the number of Bonus Shares
comprised in a Conditional Award or the
Forfeitable Award to take account of any
variation in the share capital of the Company to ensure that neither the Company nor the
Participant is disadvantaged.. |
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AMENDMENTS TO THE BSP |
| Amendments to the provisions of the BSP
relating to: |
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eligibility to participate in the BSP; |
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the basis for determining Conditional
Awards/Forfeitable Awards; |
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the adjustment of Conditional Awards/
Forfeitable Awards in the event of a variation
of capital of the Company; |
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the limitations on benefits or maximum
entitlements; and |
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the terms of this provision |
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| may not be amended without the prior approval
by ordinary resolution of shareholders of the
Company in general meeting and the JSE. |
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THE BSP RULES |
| If there is any conflict between this document
and the BSP rules, the rules shall prevail. |
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GLOSSARY OF TERMS |
| “Award Date” |
the date, specified in the Award Certificate, on which a Bonus Award is granted to an Employee; |
| “Bonus Award” |
an award of cash or Bonus Shares, or both, made to a Participant in accordance with the BSP; |
| “Bonus Shares” |
the Shares comprised in the Bonus Award; |
| “BSP” |
the rules of the Anglo Platinum Limited Bonus Share Plan, as amended from time to time; |
| “Company” |
Anglo Platinum Limited (registration number 1946/0222452/06); |
| “Conditional Award” |
an award of Bonus Shares and cash payments; |
| “Directors” |
the Board of directors for the time being of the Company, or any committee thereof (including RemCom) to or upon
whom the powers of the Directors in respect of this BSP are delegated or are conferred in terms of the Company’s articles
of association; |
| “Employee” |
a person eligible for participation in the BSP, namely an employee of any company in the Group as determined by the
Directors but excluding any member of the RemCom; |
| “Employer Company” |
a company in the Group which employs an Employee; |
| “Financial Year” |
the financial year of the Company which currently runs from 1 January of the previous year to 31 December each year; |
| “Forfeitable Award” |
an award of Bonus Shares; |
| “Group” |
the Company, its direct and indirect subsidiaries; |
| “JSE” |
the JSE Limited (registration number 2005/022939/06); |
| “Market value” |
the value of a Share being the volume-weighted average price of Shares traded on the JSE on the relevant date; |
| “Participant” |
an Employee to whom Bonus Shares have been awarded in terms of this BSP, and includes the executor of such Employee’s
deceased estate where appropriate; |
| “Release Date” |
the date on which a Participant becomes entitled to the Bonus Shares free of any restrictions after a minimum period of
3 (three) years from the Award Date, but subject to the further provisions of the BSP; |
| “RemCom” |
the Remuneration Committee of the Directors comprising non-executive directors of the Company; |
| “Retirement” |
in relation to an Employee, normal retirement age as determined by the Company, or with the approval of the Directors,
prior to normal retirement age; |
| “Salary” |
in relation to a Bonus Award for a Financial Year, the percentage of an Employee’s cost to company used to determine the
annual cash bonus of an Employee for that Financial Year, as determined by the Directors; |
| “Settlement” |
delivery of the required number of Bonus Shares to which a Participant is entitled on the Release Date; |
| “Share” |
a fully paid-up ordinary share in the capital of the Company; |
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