ANGLO AMERICAN PLATINUM LIMITED
Incorporated in the Republic of South Africa Date of incorporation: 13 July 1946
Registration number: 1946/022452/06 JSE code: AMS
(‘Amplats’ or ‘the Company’ or ‘the Group’) ISIN: ZAE000013181
Notice is hereby given to the Amplats shareholders as at a record date of Friday, 22 March 2013 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 Friday, 26 April 2013 at 14:00. The record date in terms of section 59(1) of the Companies Act, No 71 of 2008 (the Companies Act), for purposes of determining which shareholders of the Company are entitled to participate in, and vote at, the annual general meeting is 19 April 2013. Accordingly, the last date to trade in Amplats shares in order to be registered in the Company’s register of shareholders is Thursday, 11 April 2013. The meeting is convened for the purpose of conducting the following business, with or without amendments:
Memorandum of incorporation
Until the Companies Act came into effect on 1 May 2011 (the effective date), the memorandum of incorporation (MOI) of the Company comprised its memorandum of association and articles of association. From the effective date of the Companies Act, the Company’s memorandum of association and articles of association automatically converted into the Company’s MOI. Accordingly, for consistency, in this notice of annual general meeting, the term MOI is used throughout to refer to the Company's memorandum of incorporation and all references to the MOI in this notice of annual general meeting refer to provisions of that portion of the MOI that were previously called the Company’s articles of association.
The Company has reviewed the existing MOI and articles of association in accordance with the grace period provided for in the transitional provisions in the Companies Act. A revised MOI for the Company will be voted on by shareholders at this annual general meeting (refer to special resolution number 1).
Percentage voting rights – ordinary resolutions
Ordinary resolutions numbers [1 to 6], contained in this notice of annual general meeting require the approval of a minimum of 50% plus 1 vote of the votes exercised on the resolutions by the shareholders present or represented by proxy at the annual general meeting in order for the resolutions to be adopted. Ordinary resolution number  is proposed for a non-binding advisory vote only and any failure to pass this resolution will not have any effect on the Company’s existing arrangements, but the outcome of the vote will be taken into consideration when considering the Company’s remuneration policy:
Ordinary resolution No 1
To receive, consider and adopt the annual financial statements for the year ended 31 December 2012, including the directors’ report and the report of the auditors
The financial statements are set out on pages 206 to 261 of the annual report of which this notice of annual general meeting forms part.
“Resolved that the audited annual financial statements of the Company for the year ended 31 December 2012, together with the directors’ report, the audit committee report and the independent auditor’s report, be accepted and adopted.”
Ordinary resolution No 2
To re-elect, by way of separate resolutions, directors retiring by rotation in terms of the memorandum of incorporation and directors who have been appointed during the year retiring by rotation as required by section 68(2) of the Companies Act, and who are eligible and offer themselves for re-election as directors of the Company
Directors retiring by rotation:
Mr BR Beamish
Mr MV Moosa
Mrs WE Lucas-Bull
Directors appointed during the year:
Mr CI Griffith
Ms KT Kweyama
Mr JM Vice
As explained on page 204 Mrs Cynthia Carroll is retiring by rotation in terms of the MOI at the annual general meeting and is not offering herself for re-election.
The board has considered the outcome of the annual directors’ performance assessment conducted and recommends the re-election of each of the retiring directors and the appointment of Ms KT Kweyama and Messrs CI Griffith and JM Vice.
Ordinary resolution No 2.1 – re-election of retiring director
“Resolved that Mr BR Beamish, who retires in accordance with the memorandum of incorporation of the Company and who is eligible and available for re-election, is hereby re-elected as a non-executive director of the Company.”
Ordinary resolution No 2.2 – re-election of retiring director
“Resolved that Mr MV Moosa, who retires in accordance with the memorandum of incorporation of the Company and who is eligible and available for re-election, is hereby re-elected as an independent, non-executive director of the Company.”
Ordinary resolution No 2.3 – re-election of retiring director
“Resolved that Mrs WE Lucas-Bull, who retires in accordance with the memorandum of incorporation of the Company and who is eligible and available for re-election, is hereby re-elected as an independent, non-executive director of the Company.”
Ordinary resolution No 2.4 – confirmation of the appointment of a director
“Resolved that in terms of the memorandum of incorporation of the Company, the appointment of Mr CI Griffith as an executive director of the Company is hereby confirmed.”
In compliance with paragraph 3.84 of the JSE Listings Requirements, a brief biography of each of the retiring directors appears on pages 156 to 157 of this report.
Ordinary resolution No 2.5 – confirmation of the appointment of a director
“Resolved that in terms of the memorandum of incorporation of the Company, the appointment of Ms KT Kweyama as a non-executive director of the Company is hereby confirmed.”
Ordinary resolution No 2.6 – Confirmation of the appointment of a director
“Resolved that in terms of the memorandum of incorporation of the Company, the appointment of Mr JM Vice as an independent, non-executive director of the Company is hereby confirmed.”
Ordinary resolution No 3
To appoint an audit committee to conduct the duties and responsibilities as outlined in section 94 of the Companies Act
Section 94 of the Companies Act requires a public company, at each annual general meeting, to elect an audit committee comprising at least three members who are all independent, non-executive directors of the Company. It is proposed that the following, by way of separate resolutions, be appointed as members of the Audit Committee until the next annual general meeting. The board has determined that each of the members standing for appointment is independent, and that they possess the required qualifications and experience to fulfil their duties as contemplated in the Companies Act.
The proposed Audit Committee members listed below are eligible for re-election:
Mr RMW Dunne Chairman
Mr MV Moosa Member
Mr JM Vice Member
Brief biographical notes of each member standing for appointment are set out on pages 156 to 157 of this report.
Ordinary resolution No 3.1 – Appointment of a member of the Audit Committee
“Resolved that Mr RMW Dunne is hereby appointed as a member and chairman of the Audit Committee until the next annual general meeting of the Company.”
Ordinary resolution No 3.2 – Appointment of a member of the Audit Committee
“Resolved that Mr MV Moosa is hereby appointed as a member of the Audit Committee until the next annual general meeting of the Company.”
Ordinary resolution No 3.3 – Appointment of a member of the Audit Committee
“Resolved that Mr JM Vice is hereby appointed as a member of the Audit Committee until the next annual general meeting of the Company.”
Ordinary resolution No 4
To approve the reappointment of Deloitte & Touche as independent external auditors of the Company and to appoint James Welch as the designated audit partner to hold office for the ensuing year
In compliance with section 90 (1) of the Companies Act, a public company must each year, at its annual general meeting, appoint an auditor. The Audit Committee has recommended that Deloitte & Touche and the designated auditor be reappointed for the ensuing year. The board has endorsed the above reappointments.
“Resolved that Deloitte & Touche be reappointed as the external auditors of the Company and of the Group until the conclusion of the next annual general meeting. It is noted that the individual registered auditor who will undertake the audit during the financial year ending 31 December 2013 is James Welch.”
Ordinary resolution No 5
Approval of remuneration policy
In accordance with Principle 2.2.7 of King III, shareholder approval is sought for the Company’s Remuneration Policy by way of a non-binding advisory vote. The non-binding advisory vote enables shareholders to express their views on the remuneration policies adopted and on their implementation.
The detailed wording of the Remuneration Policy for which approval is being sought is on page 172 of the remuneration report .
“Resolved that the Company’s Remuneration Policy, as set out in the remuneration report on page 172, which forms part of this annual report, is hereby approved on a non-binding advisory basis, as recommended in the King Code of Governance for South Africa 2009 (King III).
Ordinary resolution No 6
Placing the unissued ordinary shares under the control of the directors
“Resolved that 5% of the authorised, but unissued ordinary shares of 10 cents each, being 7,195,688 ordinary shares of the Company, be and are hereby placed under the control and authority of the directors of the Company as a general authority in terms of the MOI, and that the directors of the Company be and are hereby authorised and empowered to allot, issue and otherwise dispose of such shares in their discretion to such person or persons on such terms and conditions and at such times as the directors of the Company may, from time to time, and in their discretion deem fit, subject to the provisions of the MOI of the Company, where applicable.
Resolved that, subject to the provisions of section 41 of the Companies Act, directors be authorised to allot and issue from the authorised, but unissued ordinary shares of 10 cents each in the share capital of the Company, up to 7,195,688 ordinary shares in the authorised share capital of the Company from time to time, such authority to endure until the Company’s next annual general meeting.”
In terms of the Companies Act, the shareholders have to approve the placing of the unissued ordinary shares under the control of the directors. Unless renewed, the existing authority granted by shareholders at the annual general meeting on 30 March 2012 expires at the forthcoming annual general meeting. The reason for this resolution is to place a limited number of unissued ordinary shares under the control of directors so that the shares can be allotted and issued when commercial opportunities arise. It is noted that any issue of shares, or grants of options, to directors, future directors, prescribed officers, future prescribed officers and persons related or interrelated to the Company must first be approved by way of a special resolution in terms of section 41 of the Companies Act and is not authorised in terms of this ordinary resolution.
Percentage voting rights
Special resolutions numbers [1 to 4], contained in this notice of annual general meeting, require the approval of a minimum of 75% of the votes exercised on the resolutions by the shareholders present or represented by proxy at the annual general meeting in order for the resolutions to be adopted.
Shareholders will be requested to consider and, if deemed fit, to pass the following special resolutions with or without amendments:
Special resolution No 1
Adoption of the memorandum of incorporation
“Resolved that the existing memorandum of incorporation (formerly the Company’s memorandum and articles of association) be and is hereby abrogated in its entirety and replaced with a new memorandum of incorporation, a copy of which has been tabled at a meeting at which this special resolution will be considered and has been initialled by the chairman of the meeting for purposes of identification, with effect from the date of registration thereof at the Companies and Intellectual Property Commission.”
Reason for and effect of special resolution No 1
The reason for special resolution number 1 is that the Company adopts a new revised MOI in order to ensure the Company’s compliance with the Companies Act, the Listings Requirements and principles of good corporate governance.
The coming into effect of the Companies Act has materially altered the requirements for the MOI of a company. In response thereto, the JSE has also revised its requirements for the memorandum of incorporation of a listed company and requires companies to alter their MOI so as to comply with the new requirements. In order to ensure compliance with the Companies Act and the Listings Requirements, as well as in order to optimise its governance processes in a changed regulatory environment, the Company has undertaken a process of review of its existing MOI (formerly its memorandum and articles of association) and has prepared a new revised MOI in substitution thereof.
A summary of the material changes of the new MOI is set out in schedule A attached to this notice.
An electronic copy of the new MOI will be available on the Company’s website, www.angloamericanplatinum.com, and copies will also be available for inspection at the Company’s registered office from the date of issue of the 2012 Integrated Annual Report, of which the notice of annual general meeting forms part, up to and including the date of the annual general meeting.
Special resolution No 2
To approve the non-executive directors’ fees, in accordance with section 66(8) and (9) of the Companies Act
“Resolved that, on the recommendation of the Remuneration Committee:
(a) the annual fees payable to the chairman and non-executive directors for their services to the board and its sub-committees of the board remain unchanged for the ensuing year until the next annual general meeting as follows:
(b) a fee of R15,000 is paid for additional special board meetings attended, payable to its chairman and non-executive directors with effect from 1 April 2013 until the next annual general meeting.
Reason for and effect of special resolution No 2
In terms of the Companies Act, remuneration may only be paid to directors for their services as directors in accordance with a special resolution approved by the shareholders within the previous two years. The payment of remuneration to directors for their services as directors is not prohibited by the Company’s memorandum of incorporation.
The reason for and effect of the special resolution is to comply with the provisions of the Companies Act and to grant the Company the authority to pay fees to the chairman and non-executive directors for their services as directors.
Special resolution No 3
General authority to permit the Company and/or its subsidiaries to acquire shares in the Company
“Resolved, as a special resolution, that the Company and/or any of its subsidiaries from time to time are hereby authorised, by way of a general authority, to:
- acquire issued ordinary shares of the Company in terms of section 48 of the Companies Act, and in terms of the JSE Listings Requirements; and/or
- conclude derivative transactions which may result in the purchase of issued ordinary shares in terms of the JSE Listings Requirements; it being recorded that such JSE Listings Requirements currently require, inter alia, that:
- the Company may make a general repurchase of securities only if any such repurchase of ordinary shares shall be effected through the main order book operated by the JSE trading system 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 subject primarily to the approval of the JSE, and any other such stock exchange, as necessary, and done without any prior understanding or arrangement between the Company and the counterparty (reported trades are prohibited);
- 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;
- the repurchase of ordinary shares may not be made at a price greater than 10% (ten percent) 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 repurchases are effected; in addition, ordinary shares acquired in terms of this general authority to fulfil the requirements of the Anglo American Platinum Corporation Limited Share Option Scheme (Real Scheme) and the Anglo Platinum Limited Bonus Share Plan (BSP) will also not be purchased at a price greater than the volume-weighted average of the market value of such ordinary shares on the date of repurchase;
- any derivative transactions which may result in the repurchase of ordinary shares must be priced as follows:
- The strike price of any put option written by the Company less the value of the premium received by the Company for that put option may not be at a price greater than the fair value of a forward agreement based on a spot price not greater than that stipulated in paragraph (3).
- 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’.
- The strike price of any forward agreement may be greater than that stipulated in paragraph (3) above, but limited to the fair value of a forward agreement calculated from a spot price not greater than stipulated in (3) above.
- when the Company and/or any of its subsidiaries have cumulatively purchased 3% (three percent) 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 by no later than 08:30 on the second business day following the day on which the relevant threshold is reached or exceeded, and the announcement must comply with the JSE Listings Requirements;
- 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 10% (ten percent), or 5% (five percent) in the case of a subsidiary, of the Company’s issued ordinary share capital;
- at any point in time, a Company may only appoint one agent to effect any repurchases on the Company’s behalf;
- the Company or its subsidiary may not repurchase securities during a prohibited period as defined in the JSE Listings Requirements unless they have in place a repurchase programme where the dates and quantities of securities to be traded during the relevant period are fixed (not subject to any variation) and full details of the programme have been disclosed in an announcement over SENS prior to the commencement of the prohibited period;
- authorisation thereto being given by the Company’s MOI;
- a resolution has been passed by the board of directors confirming that the board has authorised the general repurchase, that the Company passed the solvency and liquidity test and since the test was done there have been no material changes to the financial position of the Group; and
- any such general repurchases are subject to exchange control regulations and approvals at that point in time.”
Reason for and effect of special resolution No 3
The reason for the special resolution is to obtain a general approval in terms of the Companies Act and the JSE 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, inter alia to meet the requirements of the Company’s share schemes. 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 in 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; and
- meet the requirements of the Company’s share schemes.
The directors undertake that they will not effect a general repurchase of shares as contemplated above unless, for a period of 12 months after the date of the general repurchase, the following can be met:
- 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, fairly valued in accordance with the accounting policies used in the latest audited consolidated annual financial statements which comply with the Companies Act.
- The ordinary share capital and reserves of the Company and the Group will be adequate for ordinary business purposes.
- The available 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 the general repurchase.
- Before entering the market to proceed with the general repurchase, the Company’s sponsor will confirm the adequacy of the Company’s and the Group’s working capital in writing to the JSE.
Special resolution No 4
General authority to provide financial assistance to related or interrelated parties
“Resolved that, to the extent required by either or both sections 44 and 45 of the Companies Act, the board of directors of the Company may, subject to compliance with the requirements of the Company’s memorandum of incorporation, the Companies Act and the JSE Listings Requirements, each as presently constituted and as amended from time to time, authorise the Company to provide direct or indirect financial assistance by way of loan, guarantee, the provision of security or otherwise, to:
- any of its present or future subsidiaries and/or any other company or corporation that is or becomes related or interrelated to the Company, for any purpose or in connection with any matter, including, but not limited to, the subscription of any option, or any securities issued or to be issued by the Company or a related or interrelated company, or for the purchase of any securities of the Company or a related or interrelated company; and/or
- any of the present or future directors or prescribed officers of the Company and/or another company related or interrelated to the Company (or any person related to any of them or to any trust, company or corporation related or interrelated to any of them), or to any other person who is a participant in any of the share or other employee incentive schemes operating in the Group, for the purpose of, or in connection with, the subscription of any option, or any securities, issued or to be issued by the Company or a related or interrelated company, or for the purchase of any securities of the Company or a related or interrelated company, where such financial assistance is provided in terms of any such scheme that does not fall within the definition of the term “employee share scheme” under the Companies Act or satisfy the requirements of section 97 of the Companies Act;
such authority to endure up to and including the 2014 annual general meeting of the Company.”
Reason for and effect of special resolution No 4
The reason for the special resolution is to obtain a general approval in terms of the Companies Act to grant the Company authority to provide direct or indirect financial assistance to a related or interrelated company subject to subsections 44(3), 44(4), 45(3) and 45(4) of the Companies Act.
OTHER DISCLOSURE IN TERMS OF SECTION 11.26 OF THE JSE LISTINGS REQUIREMENTS
The JSE Listings Requirements require the following disclosure, some of which are elsewhere in the annual report of which this notice forms part as set out below:
- Directors and management – pages 156 to 159.
- Major shareholders of the Company – page 249.
- Directors’ interests in securities – page 204.
- Share capital of the Company – page 202.
In terms of section 11.26 of the Listings Requirements of the JSE, the directors, whose names are given on pages 156 and 157 of the annual report of which this notice forms part, are not aware of any legal or arbitration proceedings, including proceedings that are pending or threatened, that may have or have had in the recent past, being at least the previous 12 months, a material effect on the Group’s financial position.
DIRECTORS’ RESPONSIBILITY STATEMENT
The directors, whose names are given on pages156 and 157 of the annual report, collectively and individually accept full responsibility for the accuracy of the information pertaining to this resolution and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this resolution contains all information required by law and the JSE Listings Requirements.
MATERIAL CHANGES TO REPORT
Other than the facts and developments reported on in the annual report, there have been no material changes in the financial position of the Company and its subsidiaries since the date of signature of the audit report and the date of this notice.
PROXY AND VOTING PROCEDURE
Shareholders 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 shareholder of the Company.
Certificated shareholders and dematerialised “own-name” shareholders (whose names appear on the subregister maintained by their CSDP or broker), who are unable to attend the annual general meeting and wish to be represented thereat, are requested to complete and return the form of proxy on page 271 of the Integrated Annual Report, in accordance with the instructions contained therein, so as to reach the Company’s transfer secretaries by no later than 14:00 (South African time) on Wednesday, 24 April 2013.
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 annual general meeting. If, however, such shareholders wish to attend the annual general meeting in person, they will need to request their CSDP or broker to provide them with the necessary letter of representation in terms of the custody agreement entered into between the dematerialised shareholder and the CSDP or broker.
In order to be effective, proxy forms must be dated and signed by the shareholder and shall be delivered or posted to Computershare Investor Services Proprietary Limited, 70 Marshall Street, Johannesburg, 2001, PO Box 61051, Marshalltown, 2107, so as to reach them not later than 14:00 on Wednesday, 24 April 2013.
Voting will be by way of a poll, and every shareholder of the Company present in person or represented by proxy shall have one vote for every share held in the Company by such shareholder. Any proxies not lodged by this time must be handed to the chairperson of the annual general meeting immediately prior to the annual general meeting.
Shares held by a share trust or scheme will not have their votes at the annual general meeting taken into account for purposes of resolutions proposed in terms of the JSE Listings Requirements. Please note that unlisted securities, if applicable, and shares held as treasury shares may also not vote.
SUMMARY OF APPLICABLE RIGHTS ESTABLISHED IN SECTION 58 OF THE COMPANIES ACT
For purposes of this summary, the term “shareholder” shall have the meaning ascribed thereto in section 57(1) of the Companies Act.
- At any time, a shareholder of a company is entitled to appoint any individual, including an individual who is not a shareholder of that company, as a proxy to participate in, speak and vote at an annual general meeting on behalf of the shareholder.
- A proxy appointment must be in writing, dated and signed by the relevant shareholder.
- Except to the extent that the memorandum of incorporation of a company provides otherwise:
3.1 a shareholder of the relevant company may appoint two or more persons concurrently as proxies, and may appoint more than one proxy to exercise voting rights attached to different securities held by such shareholder; and
3.2 a copy of the instrument appointing a proxy must be delivered to the relevant company, or to any other person on behalf of the relevant company, before the proxy exercises any rights of the shareholder at a shareholders’ meeting.
4. Irrespective of the form of instrument used to appoint a proxy:
4.1 the appointment of the proxy is suspended at any time and to the extent that the shareholder who appointed that proxy chooses to act directly and in person in the exercise of any rights as a shareholder to the relevant company; and
4.2 should the instrument used to appoint a proxy be revocable, a shareholder may revoke the proxy appointment by cancelling it in writing, or making a later inconsistent appointment of a proxy, and delivering a copy of the revocation instrument to the proxy and the relevant company.
5. The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy’s authority to act on behalf of the relevant shareholder as of the later of the date:
5.1 stated in the revocation instrument, if any; or
5.2 upon which the revocation instrument is delivered to the proxy and the relevant company as required in section 58(4)(c)(ii) of the Companies Act.
6. Should the instrument appointing a proxy or proxies have been delivered to the relevant company, as long as that appointment remains in effect, any notice that is required by the Companies Act or the relevant Company’s memorandum of incorporation to be delivered by such company to the shareholder must be delivered by such company to:
6.1 the shareholder; or
6.2 the proxy or proxies if the shareholder has in writing directed the relevant company to do so and has paid any reasonable fee charged by the company for doing so.
7. A proxy is entitled to exercise, or abstain from exercising, any voting right of the relevant shareholder without direction, except to the extent that the memorandum of incorporation of the relevant company or the instrument appointing the proxy provides otherwise.
8. If a company issues an invitation to shareholders to appoint one or more persons named by such company as a proxy, or supplies a form of instrument for appointing a proxy:
8.1 such invitation must be sent to every shareholder who is entitled to receive notice of the meeting at which the proxy is intended to be exercised;
8.2 the company must not require that the proxy appointment be made irrevocable; and
8.3 the proxy appointment remains valid only until the end of the relevant meeting at which it was intended to be used, unless revoked as contemplated in section 58(5) of the Companies Act.
IDENTIFICATION OF MEMBERS
In terms of section 63(1) of the Companies Act before any person wishing to attend or participate in the annual general meeting, that person must present reasonably satisfactory identification and the person presiding at the annual general meeting must be reasonably satisfied that the right of any person to participate in and vote at the annual general meeting, either as a shareholder, or as proxy for a shareholder, has been reasonably verified. Forms of identification include the presentation of a valid identity document, a driver’s licence or passport.
PARTICIPATION BY WAY OF ELECTRONIC COMMUNICATION
The Company intends to make provision for shareholders of the Company to participate in the annual general meeting by way of electronic means. Should any shareholder, or his/her proxy, wish to participate in the annual general meeting by way of telephone conference call, such shareholder or proxy will need to contact the company secretary by no later than 12:00 on Monday, 22 April 2013 so that the Company can provide for a teleconference dial-in facility. Where a shareholder intends participating via teleconference he/she must ensure that the voting proxies are sent through to the company’s transfer secretaries, Computershare Investor Services Proprietary Limited at PO Box 61051, Marshalltown, 2107, by no later than 14:00 on Wednesday, 24 April 2013. Voting will not be possible via the electronic facilities.
Shareholders should please note that Amplats will not be responsible for any additional costs associated with participation via teleconference.
By order of the board
Acting company secretary
Anglo American Platinum Limited
1 February 2013
MATERIAL CHANGES TO THE COMPANY’S MEMORANDUM OF INCORPORATION (MOI)
Definitions and interpretations
Unless otherwise stated or the context indicates a contrary intention, the definitions contained elsewhere in this Annual Integrated Report shall apply mutatis mutandis to this annexure.
The Companies Act, 2008 (Act 71 of 2008), as amended (the Act) came into force on 1 May 2011 making wide ranging changes to the legislative framework around corporate entities including, but not limited to, financial assistance, solvency and liquidity, composition of boards, calling of meetings, director’s remuneration, audit and social and ethics committees.
The Act also provides for certain transitional arrangements in terms of which certain provisions (e.g. financial assistance and solvency and liquidity) came into force immediately whilst the operation of other provisions (e.g. the calling of meetings) were suspended for a period of two years in order to give corporate entities time to amend their MOIs in compliance with the Act. In the latter instance, the provisions of a company’s MOI would prevail of the Act in so far as the two conflict but only for the transitional period of two years.
In addition, Schedule 10 of the Listing Requirements prescribes that a listed company is to harmonise its current MOI with the JSE listing requirements within the same period contemplated in the Act.
The two-year transitional period expires on 30 April 2013 and accordingly it is important that the existing MOI of the Company is amended to take into account the provisions of the Act and the JSE listing requirements and to remove any conflict between the Act, the JSE listing requirements and the MOI.
The following are the key areas of change:
- Purchase by the Company of its own shares: The Companies Act, 1973 (the Old Act) set out elaborate procedures and requirements for the repurchase by a company of its own shares. Section 48 of the Act simplifies the requirements and procedures whilst providing creditors and shareholders with adequate protection in the form of a solvency and liquidity tests. Clause 10 of the MOI has been aligned with the provisions of the Act.
- Calling and conduct of shareholders meetings: Section 61 of the Act replaces section 179 of the Old Act. In particular section 61 simplifies the time period in which annual general meetings must be held, sets out the minimum business to be transacted at annual general meetings, provides for participation by electronic communication, sets out the required content of notices of shareholder meetings, changes the period of notice required for the calling of shareholder meetings, sets out the required quorum for shareholder meetings and sets out the requirements for the passing of ordinary and special resolutions at shareholder meetings. These provisions have been incorporated in clause 19 of the proposed MOI.
- Appointment of directors: Section 66(4)(b) of the Act provides for the mandatory election by shareholders of 50% of the directors and alternate directors of the company. However, the proposed MOI provides in clause 21.2 that all directors shall be elected and that any vacancy occurring on the board may be filled by the board provided that any such appointed director shall retire at the next annual general meeting and be available for re-election (clause 21.7).
- Qualifications of directors: Clause 21.3 provides that there are no general qualifications of directors over and above what is stipulated in Section 69 of the Act;
- Retirement of directors by rotation: Clause 23 of the proposed MOI provides that one third of all directors shall retire from office at each annual general meeting. This provision has been incorporated to accord with current practise and the Anglo American plc policy;
- Financial assistance to directors: The requirements and process for the granting of financial assistance by the Company have been aligned with the requirements of section 45 of the Act (clause 25 of the proposed MOI); and
- Distribution of dividends: Section 46 of the Act provides for the requirements and process for the declaration of distributions to the shareholders. These provisions, including the conduct of the solvency and liquidity tests, have been incorporated into clause 33 of the proposed MOI.
- Audit Committee: Clause 18 of the proposed MOI provides for an audit committee to be appointed in accordance with the Act and Regulations. Section 94 of the Act prescribes that the company is required to have an Audit Committee elected at its annual general meeting.
- Social, Ethics & Transformation Committee: The board shall appoint a social and ethic committee, in terms of clause 38 of the proposed MOI, unless it is a subsidiary of another company that has a social and ethics committee, the social and ethics committee of that other company will perform the function required on behalf of the Company, or the Company has been exempted in terms of the Act from having to have a social and ethics committee.
MOI available for inspection
Copies of the proposed MOI will be available for inspection on the Company’s Website (www.angloamericanplatinum.com) or at the Company’s registered office, during normal business hours, from date of posting this notice until the date of the Annual General Meeting.