Ordinary resolution number 1
"Resolved that all the authorised but unissued ordinary shares in the capital of the Company (other than ordinary shares previously placed under the control of the directors of the Company for the specific purpose of the Company’s share incentive scheme) be and are hereby placed under the control of the directors of the Company as a general authority to them to allot or issue the same at their discretion in terms of and subject to the provisions of Section 221 of the Companies Act and the JSE Securities Exchange, South Africa ("JSE" ) Listings Requirements."
Ordinary resolution number 2
"Resolved that, subject to:
2.1 the passing of ordinary resolution number 1; and
2.2 the approval of a 75 per cent majority of the votes cast by shareholders of the Company present in person or by proxy and entitled to vote at the meeting at which this resolution is proposed, the directors of the Company be and are hereby authorised and empowered, by way of a general authority, to allot and issue for cash, without restriction, all or any of the authorised but unissued ordinary shares in the capital of the Company placed under their control as they in their discretion may deem fit, subject to the provisions of the JSE
The restrictions placed by the JSE on such general authority for allotments and issues for cash are as follows:
The authority is valid until the next annual general meeting of the Company (provided that it shall not extend beyond 15 (fifteen) months from the date of passing of this resolution).
Any such issue must be of a class of share already in issue and can only be made to public shareholders as defined in the JSE Listings Requirements and not to related parties.
Such issues in the aggregate in any one financial year may not exceed 15 per cent of the number of shares of that class in the Company’s issued share capital. The number of shares which may be issued shall be based on the number of shares in issue at the date of such application less any shares issued during the current financial year, provided that any shares issued pursuant to a rights issue (announced and irrevocable and underwritten) or acquisition (concluded up to the date of application) may be included as though they were shares in issue at the date of application.
The maximum discount at which any such issues may be made is 10 per cent of the weighted average traded price on the JSE of those shares over the 30 (thirty) business days prior to the date that the price of the issue is determined or agreed by the directors of the Company.
A 75 per cent majority is required of votes cast by the shareholders present or represented by proxy at the general meeting to approve the resolution.
An announcement giving full details, including the impact on net asset value and earnings per share, shall be published at the time of any issue representing, on a cumulative basis within a financial year, 5 (five) per cent or more of the number of shares of that class in issue prior to the issue.
Ordinary resolution number 3
"Resolved that rule 5.3 of The Anglovaal Mining Share Incentive Scheme be and is hereby amended by the deletion of the figure "0,5%" and the insertion of the figure "1,0%" in place thereof.
Voting and Proxies
Any member entitled to attend and vote at the annual general meeting is entitled to appoint a proxy or proxies to attend, speak and vote thereat in his stead. The proxy so appointed need not also be a member. Forms of proxy should reach the registered office of the Company, 56 Main Street, Johannesburg (P O Box 62379, Marshalltown, 2107) or either of the transfer secretaries: Mercantile Registrars Limited, 11 Diagonal Street, Johannesburg (P O Box 1053, Johannesburg, 2000) or Capita IRG plc, Balfour House, 390 – 398 High Road, Ilford, Essex, England IGI INQ at least 48 hours, excluding Saturdays, Sundays and public holidays, before the time appointed for holding the annual general meeting or any adjourned meeting.
On a show of hands, every member present in person or by proxy and entitled to vote shall have one vote and, upon a poll, every member present in person or by proxy and entitled to vote shall have five votes for every share held.
By order of the board
R H Phillips
Group company secretary
28 September 2001<