Wesizwe.co.za

WESIZWE PLATINUM LIMITED
(Incorporated in the Republic of South Africa) NOTICE OF GENERAL MEETING
Notice is hereby given that a general meeting of the ordinary shareholders of Wesizwe will be held at the Glenhove Conference Centre, 52 Glenhove Road, Melrose Estate, Houghton, Johannesburg at 10:00 on Thursday, 15 September 2011 to consider and, if deemed fit, to pass, with or without modification, the following resolutions: 1. SPECIAL RESOLUTION NUMbER 1: FINANCIAL ASSISTANCE TO ANy RELATED OR
INTER-RELATED COMPANy
To authorise the Company to provide direct or indirect financial assistance to any related or inter-related company
(as defined in the Companies Act 71 of 2008) (the “Companies Act”) of the Company by way of a general authority on
the terms and conditions and for amounts that the Board of the Directors may determine from time to time.
Reason for and effect of special resolution number 1
The reason for, and effect of, the special resolution referred to above, is to permit the Company to provide direct or indirect financial assistance to entities within the Wesizwe Group. This requirement arose as a result of the coming into force of the Companies Act on 1 May 2011. 2. SPECIAL RESOLUTION NUMbER 2: APPROvAL OF DIRECTORS’ REMUNERATION
To sanction the proposed remuneration payable to the Non-Executive Directors until the next annual general meeting as set out in the table hereunder. Category
Current remuneration
Remuneration and Nominations CommitteeChairman Finance and Investment CommitteeChairman Social and Ethics CommitteeChairman Reason for and effect of special resolution number 2
The reason for and effect of the special resolution referred to above is to approve the fees of Directors for services rendered as required in terms of the Companies Act.
Resolution approval threshold
For special resolution numbers 1 and 2 above to be approved by shareholders, they must be supported by at least 75% (seventy five percent) of the voting rights exercised on special resolution numbers 1 and 2.
3. ORDINARy RESOLUTION NUMbER 1: AUThORITy TO ACTION ThE SPECIAL RESOLUTIONS
To approve that any one director of the Company or the Company Secretary be authorised to do all such things as are necessary and to sign all such documents issued by the Company so as to give effect to the special resolutions stipulated above.
vOTING AND PROXIES
The record date for the meeting (determined in accordance with section 59(3)(a) of the Act) is 15 August 2011, being the date on which a person must be registered as a shareholder of the Company for purposes of being entitled to receive notice of the general meeting.
Votes at the general meeting will be taken by way of a poll and not on a show of hands. Shareholders who have not dematerialised their shares or who have dematerialised their shares with “own-name” registration, and who are entitled to attend and vote at the general meeting, are entitled to appoint one or more proxies to attend, speak and vote in their stead. A proxy need not be a shareholder and shall be entitled to vote on a show of hands or poll. It is requested that proxy forms be forwarded as to reach the Transfer Secretaries no later than 48 hours before the general meeting (“the Relevant Time”). If shareholders who have not dematerialised their shares or who have dematerialised their shares with “own-name” registration, and who are entitled to attend and vote at the general meeting do not deliver proxy forms to the Transfer Secretaries by the Relevant Time, such shareholders will nevertheless at any time prior to the commencement of the voting on the special and ordinary resolutions (“Resolutions”) at the general meeting be entitled to lodge the form of proxy in respect of the general meeting, in accordance with the instructions therein with the Chairman of the general meeting. Proxy forms must only be completed by shareholders who have not dematerialised their shares or who have dematerialised their shares with “own-name” registration.
Shareholders who have dematerialised their shares, other than those shareholders who have dematerialised their shares with “own-name” registration, should contact their CSDP or broker in the manner and time stipulated in the agreement entered into between them and their CSDP or broker: • to furnish them with their voting instructions; or • in the event that they wish to attend the general meeting, to obtain the necessary letter of representation to do so.
Shareholders wishing to participate electronically in the general meeting are required to deliver written notice to the Company’s registered address (marked for the attention of the Company Secretary) by no later than 10:00 on Tuesday, 13 September 2011 that they wish to participate via electronic communication at the general meeting (the “Electronic Notice”). In order for the Electronic Notice to be valid it must contain: (a) if the shareholder is an individual, a certified copy of his identity document and/or passport; (b) if the shareholder is not an individual, a certified copy of a resolution by the relevant entity and a certified copy of the identity documents and/or passports of the persons who passed the relevant resolution. The relevant resolution must set out who from the relevant entity is authorised to represent the relevant entity at the general meeting via electronic communication; (c) a valid e-mail address and/or facsimile number (the “Contact Address/Number”); and (d) if the shareholder wishes to vote via electronic communication, set out that the shareholder wishes to vote via electronic communication. By no later than the Relevant Time the Company shall use its reasonable endeavours to notify a Shareholder who has delivered a valid Electronic Notice at its Contact Address/Number of the relevant details through which the shareholder can participate via electronic communication.
In terms of section 63(1) of the Companies Act, before any person may attend or participate in a shareholders meeting such as the meeting convened in terms of this notice of general meeting, that person must present reasonable satisfactory identification and the person presiding at the meeting must be reasonably satisfied that the right of that person to participate and vote, either as a shareholder, or as a proxy of a shareholder, has been reasonably verified.
S van Schalkwyk
Company Secretary
ACTION REQUIRED by ShAREhOLDERS
If you are in any doubt as to what action to take in regard to this notice of general meeting, please
consult your CSDP, broker, banker, accountant, attorney or other professional adviser immediately.
This notice of general meeting contains information relating to the financial assistance of the Wesizwe to any related or inter-related Companies of the Group.
This notice of general meeting also contains information relating to the special and ordinary resolutions as detailed in the notice of general meeting. You should carefully read through this notice of general meeting and decide how you wish to vote on the resolutions to be proposed at the general meeting.
The general meeting, convened in terms of this notice of general meeting, will be held at the Glenhove Conference Centre, 52 Glenhove Road, Melrose Estate, Houghton, Johannesburg at 10:00 on Thursday, 15 September 2011.
ACTIONS REQUIRED by CERTIFICATED ShAREhOLDERS AND “OWN-NAME” DEMATERIALISED
ShAREhOLDERS
A form of proxy is attached for the convenience of certificated shareholders and “own-name” Dematerialised Shareholders who are unable to attend the general meeting, but who wish to be represented thereat. In order to ensure validity, duly completed forms of proxy must either be returned to the: (a) Transfer Secretaries, so as to reach them by no later than the Relevant Time; or (b) The Chairman of the general meeting so as to reach him by no later than immediately prior to the commencement of voting on the Resolutions at the general meeting.
ACTIONS REQUIRED by DEMATERIALISED ShAREhOLDERS OThER ThAN ThOSE WITh
“OWN-NAME” REGISTRATION
The CSDP or broker, as the case may be, of dematerialised shareholders, other than those with own-name registration, should contact such dematerialised shareholders to ascertain how they wish their votes to be cast at the general meeting and thereafter cast their votes in accordance with their instructions. If such dematerialised shareholders have not been contacted, it is recommended that they contact their CSDP or broker, as the case may be, to advise them as to how they wish their vote to be cast. Dematerialised shareholders, other than those with own-name registration, who wish to attend the general meeting, must request a letter of representation from their CSDP or broker, as the case may be, but must not complete the attached form of proxy.
Wesizwe does not accept any responsibility and will not be held liable for any failure on the part of the
broker or CSDP (as the case may be) of a dematerialised shareholder to notify such dematerialised
shareholder of the details of this notice of general meeting.
ELECTRONIC PARTICIPATION
In terms of section 61(10) of the Companies Act every shareholders meeting of a public company must be reasonably accessible within South Africa for electronic participation by shareholders.
Shareholders wishing to participate electronically in the general meeting are required to deliver written notice to the Company’s registered address (marked for the attention of the Company Secretary) by no later than 10:00 on Tuesday, 13 September 2011 that they wish to participate via electronic communication at the general meeting (the “Electronic Notice”). In order for the Electronic Notice to be valid it must contain: (a) if the shareholder is an individual, a certified copy of his identity document and/or passport; (b) if the shareholder is not an individual, a certified copy of a resolution by the relevant entity and a certified copy of the identity documents and/or passports of the persons who passed the relevant resolution. The relevant resolution must set out who from the relevant entity is authorised to represent the relevant entity at the general meeting via electronic communication; (c) a valid e-mail address and/or facsimile number (the “Contact Address/Number”); and (d) if the shareholder wishes to vote via electronic communication, set out that the shareholder wishes to vote via electronic communication. By no later than the Relevant Time the Company shall use its reasonable endeavours to notify a shareholder who has delivered a valid Electronic Notice at its Contract Address/Number of the relevant details through which the shareholder can participate via electronic communication.
WESIZWE PLATINUM LIMITED
(Incorporated in the Republic of South Africa) FORM OF PROXy
All terms in the notice to which this form of proxy is attached, shall bear the same meanings in this form of proxy.
For use by shareholders who have not dematerialised their shares and “own-name” dematerialised
shareholders who are unable to attend the general meeting of Wesizwe to be held on Thursday,
15 September 2011 at 10:00 or any adjournment thereof but who wish to be represented thereat.
Shareholders who have dematerialised their shares, other than “own-name” dematerialised shareholders, with a CSDP or
broker should advise their CSDP or broker as to what action they wish to take and should they wish to attend the general meeting they should request their CSDP or broker to issue them with the necessary letter of representation to attend. This must be done in terms of the agreement entered into between them and the CSDP or broker. Shareholders who have dematerialised their shares must not return this form of proxy to the Transfer Secretaries. Their instructions must be sent to being the shareholder of Wesizwe, holding 3. the Chairman of the general meeting,As my/our proxy to attend, speak and vote on my/our behalf at the general meeting of shareholders of Wesizwe to be held at the Glenhove Conference Centre, 52 Glenhove Road, Melrose Estate, Houghton, Johannesburg at 10:00 on Thursday, 15 September 2011 and at any adjournment thereof, and to vote or to abstain from voting on the ordinary resolutions to be proposed at the general meeting, as follows: *Indicate with an X in the spaces below how votes are to be cast: Number of shares
In favour of
Special resolution number 1
Financial assistance to any related or inter-related Companies
Special resolution number 2
Approval of Directors’ remuneration
Ordinary resolution number 1
To authorise any one Director or the Company Secretary to sign all
documents to give effect to the resolutions (Indicate instruction to proxy by way of a cross in the space provided above) Please read the notes and instructions on the reverse hereof.
Notes:
1. A shareholder may insert the name of a proxy or names of two alternative proxies of the shareholder’s choice in
the space/s provided, with or without deleting “the Chairman of the general meeting”, but any such deletion must be initialled by the shareholder. The person whose name stands first on the form of proxy and who is present at the general meeting will be entitled to act as proxy to the exclusion of those whose names follow.
2. Please insert an “X” in the relevant spaces according to how you wish your votes to be cast. However, if you wish to cast your votes in respect of the lesser number of shares than you own in the Company, insert the number of ordinary shares held in respect of which you desire to vote. Failure to comply with the above will be deemed to authorise the proxy to vote or abstain from voting at the general meeting as he/she deems fit in respect of the entire shareholders votes exercisable thereat. A shareholder, or his/her proxy, is not obliged to use all the votes exercisable by the shareholder but the total of the votes cast and in respect thereof abstention is recorded may not exceed the total of the voted exercisable by the shareholder or by his/her proxy.
3. Forms of proxy, powers of attorney or any other authority appointing a proxy shall be deposited at the Transfer Secretaries, Computershare Investor Services (Proprietary) Limited, 70 Marshall Street, Johannesburg 2001 (or posted to PO Box 61051, Marshalltown, 2107) so as to be received by no later than 10:00, South African time, on Tuesday, 13 September 2011 (in respect of the general meeting) or 48 hours, excluding Saturdays, Sundays and South African public holidays, before the time appointed for holding of any adjourned meeting.
4. The completion and lodging of this form of proxy will not preclude the relevant shareholder from attending the general meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof. 5. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to the form of proxy, unless previously recorded by the Company/Transfer Secretaries or waived by the Chairman of the general meeting. 6. Any alterations or correction made to this form of proxy must be initialled by the signatory/ies.
7. A minor must be assisted by his/her parent or guardian unless the relevant documents establishing his/her legal capacity are produced or have been registered by the Transfer Secretaries of the Company.
8. The Chairman of the general meeting may reject or accept a form of proxy which is completed and/or received, other than in accordance with these notes, if the Chairman is satisfied as to the manner in which the shareholder wishes to vote.
9. The Chairman of the general meeting may in his absolute discretion, accept or reject any form of proxy, which is completed other than in accordance with these notes.
10. If required, additional forms of proxy are available from the Transfer Secretaries of the Company.
11. To be valid, the completed forms of proxy must either (a) be lodged so as to reach the Transfer Secretaries by no later than the Relevant Time; or (b) be lodged with the Chairman of the general meeting prior to the general meeting so as to reach him by no later than immediately prior to the commencement of voting on the Resolutions at the general meeting.

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