AQP.L Regulatory News (AQP)

Aquarius Platinum Limited EXEMPT COMPANY NO. EC26290 ARBN 087 577 893 __________________________________________________________________________ Notice of Annual General Meeting and Explanatory Memorandum __________________________________________________________________________ Date of Meeting: Friday, 29 November 2013 Time of Meeting: 9:00 am Place of Meeting: Clarendon House 2 Church Street Hamilton BERMUDA THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This Notice of General Meeting and Explanatory Memorandum should be read intheir entirety. If Shareholders are in doubt as to how they should vote, theyshould seek advice from their accountant, solicitor or other professionaladviser prior to voting. If you sell or have sold or otherwise transferred all your Shares you shouldsend this document together with the accompanying documents at once to thepurchaser or transferee or to the stockbroker, bank or other agent through whomthe sale or transfer was effected, for onward transmission to the purchaser ortransferee. If you sell or have sold only part of your holding of Shares, youshould retain this document and the accompanying documents and consult thebank, stockbroker or other agent through whom the sale or transfer waseffected. Your 2013 Annual Report is available at www.aquariusplatinum.com AQUARIUS PLATINUM LIMITEDExempt Company NO. EC26290ARBN 087 577 893 NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that an annual general meeting of shareholders ofAquarius Platinum Limited will be held at 9:00 am on Friday, 29 November 2013at Clarendon House, 2 Church Street, Hamilton, Bermuda. The Explanatory Memorandum which accompanies and forms part of this Notice ofAnnual General Meeting describes the various matters to be considered andcontains a glossary of defined terms for terms that are not defined in full inthis Notice of Annual General Meeting. The Directors believe that the resolutions set out in this Notice of AnnualGeneral Meeting are in the best interests of the Company and its shareholdersas a whole and unanimously recommend that shareholders vote in favour of all ofthe resolutions to be proposed at the Annual General Meeting. The Directors whoown Shares intend to vote in favour of the resolutions to be proposed at theAnnual General Meeting. Agenda 1. Appointment of Chairman of the Meeting 2. Confirmation of the Notice and Quorum 3. Accounts for the Period Ended 30 June 2013 To receive the financial statements, directors' report and auditor's report forthe Company and its controlled entities for the period ended 30 June 2013. 4. Resolution 1 - Re-election of Ms Sonja Sebotsa To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That Ms Sonja Sebotsa, who was appointed a Director of the Company to fill acasual vacancy on 6 February 2013, retires in accordance with the ASX ListingRules and being eligible, offers herself for re-election, be re-elected as aDirector." 5. Resolution 2 - Re-election of Mr Kofi Morna To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That Mr Kofi Morna, who retires by rotation in accordance with the Company'sBye-laws and ASX Listing Rule 14.4 and being eligible, offers himself forre-election, be re-elected as a Director." 6. Resolution 3 - Re-election of Mr Nicholas Sibley To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That Mr Nicholas Sibley, who has served the Company for longer than nine yearsand who retires by rotation in accordance with the Company's Bye-laws and ASXListing Rule 14.4 and being eligible, offers himself for re-election, bere-elected as a Director." 7. Resolution 4 - Re-election of Mr Edward Haslam To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That Mr Edward Haslam, who has served the Company for longer than nine yearsand, being eligible, offers himself for re-election, be re-elected as aDirector." 8. Resolution 5 - Re-election of Mr David Dix To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That Mr David Dix, who has served the Company for longer than nine years and,being eligible, offers himself for re-election, be re-elected as a Director." 9. Resolution 6 - Buy back authorisation To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That the Company be generally and unconditionally authorised to make marketpurchases of Shares on such terms and in such manner as the Directors maydetermine, provided that: (a) the maximum number of Shares that may be purchased pursuant to thisauthority is 23,633,084 Shares (or a nominal amount of $1,181,654),representing 5% of the issued capital of the Company (exclusive of Shares heldin treasury by the Company) as at 31 October 2013; (b) the minimum price which may be paid for any Share purchased pursuant tothis authority is $0.05; (c) the maximum price which may be paid for any Share purchased pursuant tothis authority shall not be more than an amount equal to 105% of the average ofthe middle market prices shown in the quotations for the Shares in the LondonStock Exchange Daily Official List for the five business days immediatelypreceding the day on which that Share is contracted to be purchased and theamount stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation2003; and (d) the authority shall expire at the conclusion of the Company's next annualgeneral meeting after the passing of this Resolution unless renewed, varied orrevoked before that time, but the Company may make a contract or contracts topurchase Shares under this authority before its expiry which will or may beexecuted wholly or partly after the expiry of this authority, and may make apurchase of Shares in pursuance of any such contract." 10. Resolution 7 - Disapplication of pre-emptive rights To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as a special resolution: "That, in accordance with Bye-law 51.2A(f) the Directors be given power toallot Equity Securities (including, for the avoidance of doubt, any CommonShares held as treasury shares immediately before their sale) for cash pursuantto the authority conferred on them by Bye-law 51.2 as if Bye-law 51.2A(a) didnot apply to any such allotment provided that: (a) this power shall be limited to the allotment of Equity Securities up to amaximum amount of 23,633,084 Shares (or a nominal amount of $1,181,654); and (b) this power shall expire on the conclusion of the Company's next annualgeneral meeting or, if earlier, close of business on 28 February 2015, howeverthe Company may, before the expiry of this power, make offers or agreementswhich would or might require Equity Securities to be issued after such expiryand, notwithstanding such expiry, the Directors may issue Equity Securities inpursuance of such offers or agreements as if this power had not expired." 11. Resolution 8 - Approval of Director and Employee Share Plan To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, for the purposes of UK Listing Rule 9.4.1, Exception 9 of ASX ListingRule 7.2 and for all other purposes, approval is given for the establishment ofthe Company's "Director and Employee Share Plan", a summary of which iscontained in Annexure A to the Explanatory Memorandum and which is produced tothis Meeting, and for the issue of securities under that plan, and theDirectors are authorised to make such modifications to the Plan as they mayconsider necessary to take account of the requirements of the Financial ConductAuthority and best practice and to adopt the Directors and Employee Share Planas so modified and do all acts and things necessary to operate it." Voting exclusion: The Company will disregard any votes cast on this Resolutionby a Director of the Company (except one who is ineligible to participate inany employee incentive scheme in relation to the Company) and any associate ofthose persons. However, the Company will not disregard a vote if: (a) it is cast by a person as proxy for a person who is entitled to vote inaccordance with the directions on the proxy form; or (b) it is cast by the Chair of the Meeting as a proxy for a person who isentitled to vote in accordance with the directions on the proxy form to vote asthe proxy decides. 12. Resolution 9 - Approval of Issue of Shares to Mr Jean Nel under theDirector and Employee Share Plan To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, for the purposes of ASX Listing Rule 10.14 and for all other purposes,approval is given for the Directors to issue up to 5,148,000 Shares to Mr JeanNel or his nominee, on the terms summarised in the Explanatory Memorandumpursuant to, and in accordance with the terms of, the Director and EmployeeShare Plan, as described in Annexure A to the Explanatory Memorandum and whichis produced to this Meeting." Voting exclusion: The Company will disregard any votes cast on this Resolutionby a Director of the Company (except one who is ineligible to participate inany employee incentive scheme in relation to the Company) and any associate ofthose persons. However, the Company will not disregard a vote if: (a) it is cast by a person as proxy for a person who is entitled to vote inaccordance with the directions on the proxy form; or (b) it is cast by the Chair of the Meeting as a proxy for a person who isentitled to vote in accordance with the directions on the proxy form to vote asthe proxy decides. 13. Resolution 10 - Approval of Issue of Shares to Mr Nicholas Sibley under theDirector and Employee Share Plan To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, for the purposes of ASX Listing Rule 10.14 and for all other purposes,approval is given for the Directors to issue Shares to Mr Nicholas Sibley orhis nominee, on the terms summarised in Annexure A to the ExplanatoryMemorandum pursuant to, and in accordance with, the Director and Employee SharePlan, as described in the Explanatory Memorandum and which is produced to thisMeeting." Voting exclusion: The Company will disregard any votes cast on this Resolutionby a Director of the Company (except one who is ineligible to participate inany employee incentive scheme in relation to the Company) and any associate ofthose persons. However, the Company will not disregard a vote if: (a) it is cast by a person as proxy for a person who is entitled to vote inaccordance with the directions on the proxy form; or (b) it is cast by the Chair of the Meeting as a proxy for a person who isentitled to vote in accordance with the directions on the proxy form to vote asthe proxy decides. 14. Resolution 11 - Approval of Issue of Shares to Mr David Dix under theDirector and Employee Share Plan To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, for the purposes of ASX Listing Rule 10.14 and for all other purposes,approval is given for the Directors to issue Shares to Mr David Dix or hisnominee, on the terms summarised in the Explanatory Memorandum pursuant to, andin accordance with, the Director and Employee Share Plan, as described inAnnexure A to the Explanatory Memorandum and which is produced to thisMeeting." Voting exclusion: The Company will disregard any votes cast on this Resolutionby a Director of the Company (except one who is ineligible to participate inany employee incentive scheme in relation to the Company) and any associate ofthose persons. However, the Company will not disregard a vote if: (a) it is cast by a person as proxy for a person who is entitled to vote inaccordance with the directions on the proxy form; or (b) it is cast by the Chair of the Meeting as a proxy for a person who isentitled to vote in accordance with the directions on the proxy form to vote asthe proxy decides. 15. Resolution 12 - Approval of Issue of Shares to Mr Edward Haslam under theDirector and Employee Share Plan To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, for the purposes of ASX Listing Rule 10.14 and for all other purposes,approval is given for the Directors to issue Shares to Mr Edward Haslam or hisnominee, on the terms summarised in the Explanatory Memorandum pursuant to, andin accordance with, the Director and Employee Share Plan, as described inAnnexure A to the Explanatory Memorandum and which is produced to thisMeeting." Voting exclusion: The Company will disregard any votes cast on this Resolutionby a Director of the Company (except one who is ineligible to participate inany employee incentive scheme in relation to the Company) and any associate ofthose persons. However, the Company will not disregard a vote if: (a) it is cast by a person as proxy for a person who is entitled to vote inaccordance with the directions on the proxy form; or (b) it is cast by the Chair of the Meeting as a proxy for a person who isentitled to vote in accordance with the directions on the proxy form to vote asthe proxy decides. 16. Resolution 13 - Approval of Issue of Shares to Mr Timothy Freshwater underthe Director and Employee Share Plan To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, for the purposes of ASX Listing Rule 10.14 and for all other purposes,approval is given for the Directors to issue Shares to Mr Timothy Freshwater orhis nominee, on the terms summarised in the Explanatory Memorandum pursuant to,and in accordance with, the Director and Employee Share Plan, as described inAnnexure A to the Explanatory Memorandum and which is produced to thisMeeting." Voting exclusion: The Company will disregard any votes cast on this Resolutionby a Director of the Company (except one who is ineligible to participate inany employee incentive scheme in relation to the Company) and any associate ofthose persons. However, the Company will not disregard a vote if: (a) it is cast by a person as proxy for a person who is entitled to vote inaccordance with the directions on the proxy form; or (b) it is cast by the Chair of the Meeting as a proxy for a person who isentitled to vote in accordance with the directions on the proxy form to vote asthe proxy decides. 17. Resolution 14 - Approval of Issue of Shares to Mr Kofi Morna under theDirector and Employee Share Plan To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, for the purposes of ASX Listing Rule 10.14 and for all other purposes,approval is given for the Directors to issue Shares to Mr Kofi Morna or hisnominee, on the terms summarised in the Explanatory Memorandum pursuant to, andin accordance with, the Director and Employee Share Plan, as described inAnnexure A to the Explanatory Memorandum and which is produced to thisMeeting." Voting exclusion: The Company will disregard any votes cast on this Resolutionby a Director of the Company (except one who is ineligible to participate inany employee incentive scheme in relation to the Company) and any associate ofthose persons. However, the Company will not disregard a vote if: (a) it is cast by a person as proxy for a person who is entitled to vote inaccordance with the directions on the proxy form; or (b) it is cast by the Chair of the Meeting as a proxy for a person who isentitled to vote in accordance with the directions on the proxy form to vote asthe proxy decides. 18. Resolution 15 - Approval of Issue of Shares to Mr Zwelakhe Mankazana underthe Director and Employee Share Plan To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, for the purposes of ASX Listing Rule 10.14 and for all other purposes,approval is given for the Directors to issue Shares to Mr Zwelakhe Mankazana orhis nominee, on the terms summarised in the Explanatory Memorandum pursuant to,and in accordance with, the Director and Employee Share Plan, as described inAnnexure A to the Explanatory Memorandum and which is produced to thisMeeting." Voting exclusion: The Company will disregard any votes cast on this Resolutionby a Director of the Company (except one who is ineligible to participate inany employee incentive scheme in relation to the Company) and any associate ofthose persons. However, the Company will not disregard a vote if: (a) it is cast by a person as proxy for a person who is entitled to vote inaccordance with the directions on the proxy form; or (b) it is cast by the Chair of the Meeting as a proxy for a person who isentitled to vote in accordance with the directions on the proxy form to vote asthe proxy decides. 19. Resolution 16 - Approval of Issue of Shares to Ms Sonja Sebotsa under theDirector and Employee Share Plan To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, for the purposes of ASX Listing Rule 10.14 and for all other purposes,approval is given for the Directors to issue Shares to Ms Sonja Sebotsa or hernominee, on the terms summarised in the Explanatory Memorandum pursuant to, andin accordance with, the Director and Employee Share Plan, as described inAnnexure A to the Explanatory Memorandum and which is produced to thisMeeting." Voting exclusion: The Company will disregard any votes cast on this Resolutionby a Director of the Company (except one who is ineligible to participate inany employee incentive scheme in relation to the Company) and any associate ofthose persons. However, the Company will not disregard a vote if: (a) it is cast by a person as proxy for a person who is entitled to vote inaccordance with the directions on the proxy form; or (b) it is cast by the Chair of the Meeting as a proxy for a person who isentitled to vote in accordance with the directions on the proxy form to vote asthe proxy decides. 20. Resolution 17 - Re-appointment of Auditor To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, Messrs Ernst & Young of Perth, Western Australia, be and are herebyappointed as Auditors of the Company until the conclusion of the next annualgeneral meeting at a fee to be agreed by the Directors." By Order of the Board Willi Boehm Company Secretary DATED: 31 October 2013 PROXY AND VOTING ENTITLEMENT INSTRUCTIONS AQUARIUS PLATINUM LIMITED PROXY FORM Exempt Company Number EC26290 ARBN 087 577 893 PROXY INSTRUCTIONS Shareholders are entitled to appoint one or more persons (including a bodycorporate) to act as proxies to attend and vote on their behalf. Where morethan one proxy is appointed each proxy may be appointed to represent a specificproportion of the Shareholder's voting rights. If a body corporate isappointed as proxy, the body corporate may appoint an individual as arepresentative to exercise its powers at the Meeting. If you wish to appoint a person other than the Chairman of the Meeting, pleaseinsert the name of your chosen proxy holder in the space provided in the proxyform. If the proxy is being appointed in relation to less than your full votingentitlement, please enter in the space provided in the proxy form the number ofshares in relation to which they are authorised to act as your proxy. The proxy form (and the power of attorney or other authority, if any, underwhich the proxy form is signed) or a copy or facsimile which appears on itsface to be an authentic copy of the proxy form (and the power of attorney orother authority) must be deposited at or sent by facsimile transmission to oneof the following locations, not less than 48 hours before the time for holdingthe Meeting, or adjourned Meeting as the case may be, at which the person namedin the proxy form proposes to vote. Aquarius Platinum Corporate Services Pty Codan ServicesLtd OR ClarendonPO Box 485 House SOUTH PERTH WA 6951 2 Church Street AUSTRALIA Hamilton HM CX BERMUDA Facsimile (618) 9367 5233 Facsimile (441) 292 4720 Full details of the Resolutions to be considered at the Meeting, withexplanatory notes, are set out in the notice of the Meeting, which this proxyform is enclosed with. The proxy form must be signed by the Shareholder or his/her attorney dulyauthorised in writing or, if the Shareholder is a corporation in a mannerpermitted by the Company's Bye-laws and the Companies Act. The appointment of a proxy will not prevent a Shareholder from subsequentlyattending and voting at the meeting in person. The proxy may, but need not, be a Shareholder of the Company. In the case of Shares jointly held by two or more persons, all joint holdersmust sign the proxy form. A proxy form is attached to this Notice. VOTING ENTITLEMENT For the purposes of determining voting entitlements at the Meeting, Shares willbe taken to be held by the persons who are registered as holding the Shares at7pm (AEDST) on Wednesday, 27 November 2013. Accordingly, transactionsregistered after that time will be disregarded in determining entitlements toattend and vote at the Meeting. The total number of issued Shares in the Company on the date of this Notice is486,851,336 Shares, with 14,189,656 Shares held in treasury. All Shares exceptthose held in treasury carry one vote each on a poll. Therefore, the totalnumber of votes exercisable as at the date of this Notice are 472,661,680. I/We______________________________________________________________________________________________________________ Of_______________________________________________________________________________________________________________ being a shareholder/(s) of Aquarius Platinum Limited ("Company") and entitledto ___________________________________ shares in the Company herebyappoint_____________________________________________________________________________________________________________ of________________________________________________________________________________________________________________ orfailing him/her___________________________________________________________________________________________________________ of_______________________________________________________________________________________________________________________ or failing him/her the Chairman of the annual general meeting, being arepresentative of Conyers, Dill and Pearman, the Company's Bermuda counsel (andnot the chairman of the Company) as my/our proxy to vote for me/us and on my/our behalf at the annual general meeting of the Company to be held at ClarendonHouse, 2 Church Street, Hamilton, Bermuda at 9:00 am on Friday, 29 November2013 and at any adjournment thereof in respect of ___________________________of my/our shares or, failing any number being specified, ALL of my/our sharesin the Company. If more than one proxy is appointed, the proportion of voting rights this proxyis authorised to exercise is [ ]%. (An additional proxy form will besupplied by the Company on request.) In relation to undirected proxies, the Chairman intends to vote in favour ofeach Resolution. If you wish to indicate how your proxy is to vote, pleasetick the appropriate places below. In the absence of instructions, the proxymay vote or abstain from voting the shares with respect to which he or she hasbeen appointed as he or she thinks fit on both: the resolutions specified below; and unless instructed otherwise, on any other business which may come before theannual general meeting. I/we direct my/our proxy to vote as indicated : Resolution For Against Abstain 1. Re-election of Ms Sonja Sebotsa 2. Re-election of Mr Kofi Morna 3. Re-election of Mr Nicholas Sibley 4. Re -election of Mr Edward Haslam 5. Re-election of Mr David Dix 6. Buy Back Authorisation 7. Disapplication of pre emptive rights 8. Approval of Director and Employee Share Plan 9. Approval of Issue of Shares to Mr Jean Nel under Director and Employee Share Plan 10. Approval of Issue of Shares to Mr Nicholas Sibley under Director and Employee Share Plan 11. Approval of Issue of Shares to Mr David Dix under Director and Employee Share Plan 12. Approval of Issue of Shares to Mr Edward Haslam under Director and Employee Share Plan 13. Approval of Issue of Shares to Mr Timothy Freshwater under Director and Employee Share Plan 14. Approval of Issue of Shares to Mr Kofi Morna under Director and Employee Share Plan 15. Approval of Issue of Shares to Mr Zwelakhe Mankazana under Director and Employee Share Plan 16. Approval of Issue of Shares to Ms Sonja Sebotsa under Director and Employee Share Plan 17. Re-appointment of Auditor The "Abstain" option is to allow you to instruct your proxy or proxies toabstain from voting on any of the specified resolutions. Please note that anabstention has no legal effect and will not be counted in the votes "For" or"Against" a Resolution. Any alterations to this proxy form should be initialled. As witness my/our hand/s this day of 2013 If a natural person: SIGNED by ) in the presence of: ) Name (Printed) Witness Name (Printed) If a company: EXECUTED by ) In accordance with its constitution ) Director Director/ Secretary Name Name (Printed) (Printed) If by power of attorney: SIGNED for and on behalf of ) ) Signature of Attorney by under a Power of Attorney dated declares that he/she and Signaturehas not received any revocation of such Power of who ofAttorney in the presence of Witness AQUARIUS PLATINUM LIMITED Exempt Company NO. EC26290ARBN 087 577 893 Explanatory Memorandum This Explanatory Memorandum has been prepared for the information ofShareholders in connection with the business to be conducted at the AnnualGeneral Meeting of the Company to be held at Clarendon House, 2 Church Street,Hamilton, Bermuda at 9:00 am on Friday, 29 November 2013. This Explanatory Memorandum should be read in conjunction with, and forms partof, the accompanying Notice of Annual General Meeting. A glossary of terms isincluded at the end of this Explanatory Memorandum. Full details of the Resolutions to be considered at the Meeting are set outbelow. 1. Resolution 1 - Re-Election of Ms Sonja Sebotsa as a Director It is a requirement under the ASX Listing Rules that Ms Sebotsa, who wasappointed a Director of the Company to fill a casual vacancy on 6 February2013, retire at the Annual General Meeting. Ms Sebotsa has offered herself forre-election as a Director. In accordance with section B.7.2 of the UK Corporate Governance Code, theperformance of Ms Sebotsa has been evaluated, and the Board remains satisfiedthat her performance continues to be effective and demonstrates commitment tothe role and, as such, the Board recommends shareholders vote in favour of theproposed reappointment. Ms Sebotsa was appointed to the Aquarius Board on 6 February 2013. She is afounder and principal partner of Identity Partners, an investment, financingand advisory firm. She is the director of a number of companies including RMBHoldings Ltd, Discovery Holdings Limited, Nestlé (South Africa) (Pty) Ltd andwas a director of Anglo American Platinum Limited from 2008 to 2013. MsSebotsa was Vice-President of Investment Banking at Deutsche Bank, where sheworked in their Johannesburg, London and Tokyo offices on mergers andacquisitions, privatisations, IPO's, black economic empowerment transactionsand financings. In 2002 to 2007 she was part of a team that built a portfolioof investments (an endowment) to benefit a women's empowerment Trust, Women'sDevelopment Bank, through major acquisitions in large companies. She is aYoung Global Leader of the World Economic Forum (Class of 2010). Ms Sebotsa hasalso been appointed Chairman of the Board of AQPSA. She is Chairman of theNomination Committee of the Group. 2. Resolution 2 - Re-Election of Mr Kofi Morna as a Director It is a requirement under the Company's Bye-laws and the ASX Listing Rules thatMr Morna retire by rotation. The Company's Bye-laws and ASX Listing Rule 14.4provide that a director must not hold office (without re-election) past thethird annual general meeting following the director's appointment or threeyears, whichever is longer. Mr Morna has offered himself for re-election as aDirector. In accordance with section B.7.2 of the UK Corporate Governance Code, theperformance of Mr Morna has been evaluated, and the Board remains satisfiedthat his performance continues to be effective and demonstrates commitment tothe role and, as such, the Board recommends shareholders vote in favour of theproposed reappointment. Mr Morna is an Executive Director of Savannah Resources (Pty) Ltd, the leadinvestor in the Savannah Consortium, Aquarius' BEE partner. Prior to joiningSavannah Resources, Mr Morna worked with the International Finance Corporationas an Investment Officer, Gemini Consulting as a Senior Management Consultantand Schlumberger Oilfield Services as a Field Engineer. Mr Morna holds an MBAfrom the London Business School and a BS from Princeton University in theUnited States. He is currently a director of Mkhombi Holdings, Hall CoreDrilling, AIM and ASX listed Ferrum Crescent and a number of private miningexploration and beneficiation companies. Mr Morna joined the Board of AQPSA inFebruary 2005 and was appointed to the Aquarius Board in February 2007. MrMorna is a member of the Audit/Risk Committee and Nomination Committee of theGroup. 3. Resolution 3 - Re-Election of Mr Nicholas Sibley as a Director Section B.7.1 of the UK Corporate Governance Code provides that non-executivedirectors who have served longer than nine years should be subject to annualre-election. As Mr Sibley has been a Director for longer than nine years, hehas offered himself for re-election as a Director. It is a requirement under the Company's Bye-laws and the ASX Listing Rules thatMr Sibley retire by rotation. The Company's Bye-laws and ASX Listing Rule 14.4provide that a director must not hold office (without re-election) past thethird annual general meeting following the director's appointment or threeyears, whichever is longer. Mr Sibley has offered himself for re-election as aDirector. In accordance with section B.7.2 of the UK Corporate Governance Code, theperformance of Mr Sibley has been evaluated, and the Board remains satisfiedthat his performance continues to be effective and demonstrates commitment tothe role and, as such, the Board recommends shareholders vote in favour of theproposed reappointment. Mr Sibley is a Fellow of the Institute of Chartered Accountants in England andWales, a director of Richland Resources Ltd, Wah Kwong Maritime TransportHoldings Ltd and a quoted investment company. He was formerly Deputy Chairmanof Wheelock Capital from 1994 to 1997, as well as Executive Chairman ofBarclays de Zoete Wedd (Asia Pacific) Limited from 1989 to 1993. Mr Sibley isa former director of Barclays de Zoete Wedd Holdings Ltd. Mr Sibley wasappointed to the Aquarius Board in October 1999 and assumed the Chairmanship inJuly 2002. Mr Sibley is a member of the Audit/Risk and Remuneration Committeesof the Group. 4. Resolution 4 - Re-Election of Mr Edward Haslam as a Director Section B.7.1 of the UK Corporate Governance Code provides that non-executivedirectors who have served longer than nine years should be subject to annualre-election. As Mr Haslam has been a Director for longer than nine years, hehas offered himself for re-election as a Director. In accordance with section B.7.2 of the UK Corporate Governance Code, theperformance of Mr Haslam has been evaluated, and the Board remains satisfiedthat his performance continues to be effective and demonstrates commitment tothe role and, as such, the Board recommends shareholders vote in favour of theproposed reappointment. Mr Haslam joined Lonmin plc in 1981 and was appointed a director of Lonmin plcin 1999 and Chief Executive Officer in November 2000. He retired from Lonminplc in April 2004. Mr Haslam is a Director of the Finnish nickel miningcompany Talvivaara Mining Company Plc, which completed its listing on the LSEin June 2007. In March 2011, he was appointed Senior Independent Director ofLondon and Toronto listed gold miner Centamin Egypt Limited. Mr Haslam wasappointed to the Aquarius Board in May 2004 and is Chairman of the RemunerationCommittee and a member of the Audit/Risk and Nomination Committees of theGroup. 5. Resolution 5 - Re-Election of Mr David Dix as a Director Section B.7.1 of the UK Corporate Governance Code provides that non-executivedirectors who have served longer than nine years should be subject to annualre-election. As Mr Dix has been a Director for longer than nine years, he hasoffered himself for re-election as a Director. In accordance with section B.7.2 of the UK Corporate Governance Code, theperformance of Mr Dix has been evaluated, and the Board remains satisfied thathis performance continues to be effective and demonstrates commitment to therole and, as such, the Board recommends shareholders vote in favour of theproposed reappointment. Mr Dix's background is in economics, law and taxation and he is a Barrister andSolicitor in the High Court of Australia. He has held various positions withShell Australia Limited and worked for 16 years in Corporate Advisory at bothMacquarie Bank Limited and UBS AG specialising in the mining industry,including Head of Resources for Asia Pacific and in London as Head of Mining.Mr Dix is Non-Executive Chairman of Troy Resources NL. Mr Dix was appointed tothe Aquarius Board in March 2004. He is Chairman of the Audit/Risk Committeeand a member of the Remuneration Committee. He brings to Aquarius a wealth ofexperience gained in the international business and resources communities. 6. Resolution 6 - Buy back authorisation The Company seeks Shareholder approval to empower the Directors to purchase theCompany's Shares in the market representing up to 5% of the Company's issuedcapital, exclusive of Shares held in treasury by the Company. The issuedcapital of the Company, as at 31 October 2013, was 486,851,336 Shares, with14,189,656 Shares held in treasury. Therefore, the maximum number of Shareswhich may be purchased under the authority will be 23,633,084 Shares. Theminimum and maximum prices at which Shares may be purchased are set out in theResolution. The authority will only be exercised if the Directors are satisfied that anypurchase can be expected to increase the earnings per Share after the purchaseand accordingly, that the purchase is in the best interests of the Company.The Directors will also give careful consideration to gearing levels of theCompany and its general financial position. The purchase would be settled outof funds available for distribution. If Resolution 6 is approved by Shareholders and the Directors exercise theauthority conferred by the Resolution, they may consider holding those Sharesas treasury Shares (in accordance with the Bye-laws) or alternatively,cancelling them. Once held in treasury, the Company is not entitled toexercise any rights, including the right to attend and vote at meetings inrespect of the Shares. Further, no dividend or other distribution of theCompany's assets may be made to the Company in respect of the treasury Shares. The authority will expire at the conclusion of the Company's next annualgeneral meeting. The Company intends to renew this authority annually at eachannual general meeting. 7. Resolution 7 - Disapplication of pre-emptive rights This Resolution seeks Shareholder approval to authorise the Directors to allotEquity Securities for cash without first being required to offer such EquitySecurities to existing Shareholders (in accordance with the pre-emptive rightsprovisions included in Bye-law 51.2A). The Bye-laws were amended in 2011 to include Bye-law 51.2A, which provides thatthe Company must not allot Equity Securities for cash to any person withoutfirst offering them to existing Shareholders in proportion to their existingholdings. Resolution 7 authorises the Directors to allot a certain amount ofEquity Securities for cash without following the pre-emptive rightsprovisions. This Resolution 7 will be proposed as a special resolution. A specialresolution is a resolution that must be passed by a majority of not less than75% of all votes cast by Shareholders entitled to vote on the resolution. This authority is being limited to 23,633,084 Shares (or a maximum nominalamount of $1,181,654), which is equivalent to 5% of the issued Shares of theCompany as at 31 October 2013 (exclusive of Shares held in treasury by theCompany) in each case without the Shares first being offered to existingShareholders in proportion to their existing holdings. This is in line withcorporate governance guidelines. If approved, the Directors will be authorised to issue up to 23,633,084 Shares,without first offering them to Shareholders on a pro rata basis. Thisauthority will continue until the conclusion of the Company's next annualgeneral meeting or 28 February 2015, whichever is the earlier. The Directors do not currently intend to exercise this authority. However, theDirectors consider the authority is appropriate in order to retain maximumflexibility to take advantage of business opportunities as they arise. The Directors recommend that Shareholders vote in favour of Resolution 7. 8. Resolution 8 - Approval of Director and Employee Share Plan 8.1 Background The Company is seeking to establish the Director and Employee Share Plan to: (a) ensure the Company has appropriate incentives to continue to attract andretain the services of directors and employees of a high calibre; and (b) allow the Company to offer Shares to Directors and employees in lieu ofpart of their salary or Directors' fees, as a mechanism to conserve cashresources during the present difficult operating environment. The Director and Employee Share Plan allows the Board to invite eligibleemployees to apply for Shares from time to time. A summary of the Director andEmployee Share Plan is set out in Annexure A to this Explanatory Memorandum. As at the date of this Notice, no Shares have been issued under the Directorand Employee Share Plan. However, as announced on 16 September 2013, the Boardproposes to: (a) issue to Mr Nel 70% of his salary and all applicable bonuses that he mayreceive over the 36 months commencing from 1 July 2013 in Shares instead ofcash (see Resolution 9); and (b) issue to the Non-Executive Directors of the Company 25% of their Directors'fees in Shares in lieu of cash (see Resolutions 10 to 16). The Board of the Company believes that the implementation of the Director andEmployee Share Plan, the proposed reduction in the cash component of Mr Nel'ssalary and the proposed amendments to Non-Executive Directors' fees demonstratean acknowledgement of the difficult operating conditions and need for restraintand also demonstrate a further alignment of: (a) the Company and its key executives; (b) a reduction in cash outflows at a time when corporate costs are beingrestructured; and (c) the long term objectives of the Company and its Shareholders. With the initiatives detailed above, as well as other corporate cost savinginitiatives, Aquarius' cash corporate costs will be reduced by in excess of 50%to below $6 million per annum. 8.2 Shareholder approval Resolution 8 seeks Shareholder approval for the Company to: establish the Director and Employee Share Plan, as required by UK Listing Rule9.4.1, which provides that an employee share scheme and a long-term incentiveplan must be approved by an ordinary resolution of shareholders of the Companybefore it is adopted; and issue Shares under the Company's Director and Employee Share Plan as anexception to ASX Listing Rule 7.1. Exception 9 to ASX Listing Rule 7.2provides that issues under an employee incentive plan within three years fromthe date on which shareholders approve the issue of securities under that planare not included in the 15% limit prescribed by ASX Listing Rule 7.1. 8.3 Company Bye-laws The Bye-laws were amended in 2011 to include Bye-law 51.2A, which provides thatthe Company must not allot Equity Securities to any person on any terms withoutfirst offering them to existing Shareholders in proportion to their existingholdings. However, Bye-law 51.2A(d)(iii) provides that Bye-law 51.2A(a) does not apply inrelation to the allotment of Equity Securities that would, apart from anyrenunciation or assignment of the right to such an allotment, be held under anyemployee share or option scheme of the Company. Accordingly, Shares issued under the Director and Employee Share Plan are notsubject to the pre-emptive rights provisions in Bye-law 51.2A, and would not beincluded in the 23,633,084 Shares that the Directors may issue under theauthority that will be granted if Resolution 7 is passed. 9. Resolution 9 - Approval of Issue of Shares to Mr Jean Nel under the Directorand Employee Share Plan 9.1 Background As announced on 16 September 2013, the Board has agreed with Mr Nel that,subject to Shareholder approval, Mr Nel would receive: (a) 70% of his salary; and (b) any applicable bonuses, over the 36 months commencing on 1 July 2013 in Shares (under the terms of theDirector and Employee Share Plan) instead of cash. The reduction in the cashcomponent of Mr Nel's Salary is one of the initiatives introduced by theCompany to conserve cash resources during the present difficult operatingenvironment. In addition, Mr Nel has, for the second consecutive year, askednot to be considered for a salary increase in 2014. 9.2 ASX Listing Rules Under the ASX Listing Rules, an offer or issue of securities to a related party(such as a director) generally requires shareholder approval. ASX Listing Rule10.14 provides that an entity must only allow directors or their associates toacquire securities under an employee incentive scheme with the approval ofshareholders and provided the notice of meeting complies with ASX Listing Rules10.15 or 10.15A. 9.3 Proposed Share issues Resolution 9 seeks Shareholder approval for the issue of up to 5,148,000 Sharesunder the Director and Employee Share Plan over the period to 30 June 2016,comprising: (a) 2,124,000 Shares in lieu of 70% of Mr Nel's annual salary over the 36months from 1 July 2013 to 30 June 2016, and (b) up to 3,024,000 further Shares in lieu of any cash bonus that may bepayable over the 36 months from 1 July 2013 to 30 June 2016. Shares issued in lieu of salary will be issued on a quarterly basis forservices that have been provided to the Company during the previous quarter(payment in arrears), as follows: Date Shares Issued Date Shares Issued 1 July 2013 - 1 April 2015 177,000 26 November 177,000* 1 July 2015 177,000 1 January 2014 177,000 1 October 2015 177,000 1 April 2014 177,000 1 January 2016 177,000 1 July 2014 177,000 1 April 2016 177,000 1 October 2014 177,000 30 June 2016 177,000 1 January 2015 177,000 Total 2,124,000 *Mr Nel has not been paid 70% of his annual salary since 1 July 2013.Therefore, if Resolution 9 is approved, on the business day following the AGMMr Nel will be issued the Shares he would have been entitled to for thecalendar quarter from 1 July 2013 to 30 September 2013 (which would otherwisehave been payable on 1 October 2013). If Shareholder approval is not obtained,Mr Nel will be paid the annual salary he would have otherwise been paid underhis employment contract in cash for that period. If the remuneration committee of the Company decides to award an incentivebonus to Mr Nel over the 36 month period from 1 July 2013 to 30 June 2016, itwill be settled by the issue of Shares, calculated with reference to apercentage of Mr Nel's deemed annual salary (comprising a 30% cash componentand a 70% Share component, which is detailed at paragraph 9.3(a) above).Therefore, for the purposes of any incentive bonus, Mr Nel's total annualsalary is deemed to be 1,008,000 Shares. By way of example, the followingbonuses would be paid under the following scenarios: Year Shares Issued if Shares Issued Shares Issued for no bonus is for 50% bonus 100% bonus awarded (maximum) 2013/2014 0 504,000 1,008,000 2014/2015 0 504,000 1,008,000 2015/2016 0 504,000 1,008,000 Total bonus Shares 0 1,512,000 3,024,000 Total Shares (including 2,124,000 3,636,000 5,148,000Shares issued in lieu ofsalary) 9.4 Information required under ASX Listing Rule 10.15A For the purposes of ASX Listing Rule 10.15A, the following information isprovided to Shareholders: (a) The Shares will be issued to Mr Nel, Chief Executive Officer of the Companyor his nominee(s). (b) The maximum number of Shares that may be acquired by Mr Nel is 5,148,000Shares over the course of 36 months. This assumes that the remunerationcommittee decides to award Mr Nel a bonus of 100% of his deemed annual salaryfor each year of the 36 month period. The number of Shares to be issued inlieu of 70% of Mr Nel's annual salary is 2,124,000 Shares, as set out in thetable above. The number of Shares that may be issued in lieu of a cash bonusis based on a deemed annual salary of 1,008,000 Shares and a percentage bonusdetermined by the Company's remuneration committee, up to a maximum of 100%. (c) Shares issued in lieu of salary will be issued on a quarterly basis andShares issued in lieu of a cash bonus will be issued on an annual basis, ineach case no later than 36 months after the date of issue of the Annual GeneralMeeting. (d) The Shares will be issued in lieu of annual salary and bonuses that Mr Nelis entitled to be paid and, accordingly, no funds will be raised. The Shareswill be issued at a deemed price of $0.62, being the volume weighted averageprice for Shares traded on the LSE for the month of June 2013, being the monthpreceding the date of the salary sacrifice proposal. (e) No Shares have been issued under the Director and Employee Share Plan. (f) All Directors are entitled to participate in the Director and EmployeeShare Plan. (g) There are no loans provided to Mr Nel in relation to the acquisition ofShares under the Director and Employee Share Plan. (h) Details of any securities issued under the Director and Employee Share Planwill be published in each annual report of the Company relating to a period inwhich securities have been issued. The annual report will state further thatapproval for the issue of securities was obtained under ASX Listing Rule 10.14. (i) Any additional persons who become entitled to participate in the Directorand Employee Share Plan after Resolution 9 is approved and who were not namedin this Notice will not participate until approval is obtained under ListingRule ASX 10.14. 10. Resolutions 10, 11, 12, 13, 14, 15 and 16 - Approval of Issue of Shares toNon-Executive Directors under the Director and Employee Share Plan 10.1 Background To assist in the preservation of the Company's cash resources, Mr Sibley, MrDix, Mr Haslam, Mr Freshwater, Mr Morna, Mr Mankazana and Ms Sebotsa (theNon-Executive Directors) have agreed to a reduction in Directors' fees of 10%and to receive 25% of their remaining director's fees in Shares in lieu ofcash, subject to regulatory and Shareholder approval, over the 36 months from 1January 2014 to 31 December 2016. 10.2 ASX Listing Rules As noted above, under the ASX Listing Rules, an offer or issue of securities toa related party (such as a director) generally requires shareholder approval.ASX Listing Rule 10.14 provides that an entity must only allow directors ortheir associates to acquire securities under an employee incentive scheme withthe approval of shareholders and provided the notice of meeting complies withASX Listing Rules 10.15 or 10.15A. 10.3 Proposed Share issues to Non-Executive Directors Resolutions 10 - 16 seek Shareholder approval to issue Shares to theNon-Executive Directors under the Director and Employee Share Plan, in lieu ofpayment of 25% of the Directors' fees that will accrue to each of them over the36 months from 1 January 2014 to 31 December 2016. The Shares will be issuedon a quarterly basis for services that have been provided to the Company duringthe previous quarter (payment in arrears). The number of Shares eachNon-Executive Director is to receive is to be calculated by dividing 25% of theDirectors' fees accruing to each Non-Executive Director for the precedingcalendar quarter by the simple average of the Company's Share price over thatsame quarter. The director's fees to which the Non-Executive Directors are entitled is foreach of the calendar years ending 31 December 2014, 31 December 2015 and 31December 2016 are set out in the table below. Non-Executive Directors' fees to be Directors' fees to be TotalDirector taken in shares taken in cash directors' fees Nicholas $49,500 $148,500 $198,000Sibley David Dix $22,500 $67,500 $90,000 Edward Haslam $22,500 $67,500 $90,000 Timothy $22,500 $67,500 $90,000Freshwater Kofi Morna $22,500 $67,500 $90,000 Zwelakhe $22,500 $67,500 $90,000Mankazana Sonja Sebotsa $22,500 $67,500 $90,000 The Directors' fees payable according to the above table are exclusive of anyfees payable to the Non-Executive Directors due to their membership of anycommittees of the Company (i.e. the Company's audit committee, nominationcommittee and remuneration committee), as the membership and remuneration ofthese committees fluctuates. The Company has obtained an ASX waiver from compliance with ASX Listing Rule10.15A.2, which allows the Company to not include in this Notice that maximumnumber of Shares that will be granted to each Non-Executive Director in respectof the 36 months from 1 January 2014 to 31 December 2016, on the basis that theNotice sets out the method by which the number of Shares will be calculated inrespect of the Shares to be issued each quarter, as specified above. Ifapproval is given, it will last for 36 months from the date of the Meeting. The Shares will be issued on the following dates: 1 April 2014 1 April 2015 1 April 2016 1 July 2014 1 July 2015 1 July 2016 1 October 2014 1 October 2015 1 October 2016 1 January 2015 1 January 2016 28 November 2016* *As shareholder approval for the issue of Shares to each Non-Executive Directoronly lasts for 3 years from the date of approval, Shares will be issued to eachNon-Executive Director on 28 November 2016 for Directors' fees accruing in thecalendar quarter from 1 October 2016 to 31 December 2016. 10.4 Information required under ASX Listing Rule 10.15A For the purposes of ASX Listing Rule 10.15A, the following information isprovided to Shareholders: (a) The Shares will be issued to each of the Non-Executive Directors (being MrSibley, Mr Dix, Mr Haslam, Mr Freshwater, Mr Morna, Mr Mankazana and MsSebotsa) or their nominees. (b) The number of Shares issued to each Non-Executive Director for a precedingquarter will be calculated by dividing 25% of the Directors' fees that accruesfor each Non-Executive Director by the simple average of the Company's Shareprice for that quarter. An example of the calculation of the number of Shares to be issued to aNon-Executive Director is as follows: (i) Annual Directors' fees: $90,000 (ii) Director's fees for a calendar quarter: $90,000 / 4 = $22,500 (iii) Amount to be paid in Shares: 25% (iv) Hypotheticalsimple average of Share price over preceding calendar quarter:$0.80 (v) Number of Shares issued for the preceding calendar quarter: ($22,500 x0.25) / $0.80 = 7031.25 ≈ 7031* * The number of Shares to be issued will be rounded down to the nearest wholenumber. (c)The Shares will be issued to the Non-Executive Directors (or theirrespective nominees) on a quarterly basis no later than 36 months after thedate of the Annual General Meeting. (d) The Shares will be issued in lieu of 25% of the Directors' fees that eachNon-Executive Director is entitled to be paid and, accordingly, no funds willbe raised. The Shares will be issued at a deemed price equal to the simpleaverage of the Company's Share price over the calendar quarter preceding thedate on which the Shares are issued. The Directors' fees for each Non-Executive Director for each of the calendaryears ending 31 December 2014, 31 December 2015 and 31 December 2016 is set outin section 10.3 above. (e) No Shares have been issued under the Director and Employee Share Plan. (f) All Directors and their nominees are entitled to participate in theDirector and Employee Share Plan. (g) There are no loans provided to the Non-Executive Directors in relation tothe acquisition of Shares under the Director and Employee Share Plan. (h) Details of any Shares issued under the Director and Employee Share Planwill be published in each annual report of the Company relating to a period inwhich securities have been issued, and that approval for the issue ofsecurities was obtained under ASX Listing Rule 10.14. (i) Any additional persons who become entitled to participate in the Directorand Employee Share Plan after Resolutions 10 - 16 are approved and who were notnamed in this Notice will not participate until approval is obtained under ASXListing Rule 10.14. 11. Resolution 17 - Re-Appointment of Auditor Section 89(2) of the Companies Act provides that members of a company at eachannual general meeting shall appoint one or more auditors to hold office untilthe close of the next annual general meeting. In addition, Section 89(6) ofthe Companies Act provides that the remuneration of an auditor appointed by themembers shall be fixed by the members or by the Directors, if they areauthorised to do so by the members. Ernst & Young are the Company's auditors. Pursuant to Resolution 17, Ernst &Young will be re-appointed the Company's auditors until the close of the nextannual general meeting at a fee to be agreed by the Directors. 12. Glossary of Terms In the Notice of Annual General Meeting and this Explanatory Memorandum thefollowing words and expressions have the following meanings: "$" means United States Dollars, the lawful currency of the United States ofAmerica. "AEDST" means Australian Eastern Daylight Savings Time (UTC+11:00). "ASX" means ASX Limited, or the stock exchange conducted by ASX, as the contextrequires. "ASX Listing Rules" means the official listing rules of ASX. "Board" means the board of Directors. "Bye-laws" means the bye-laws of the Company as amended from time to time. "Companies Act" means the Companies Act 1981 of Bermuda as amended from time totime. "Company" and "Aquarius" means Aquarius Platinum Limited ARBN 087 557 893. "Director and Employee Share Plan" means the Company's share plan which allowsthe Board to invite eligible employees to apply for Shares from time to time, asummary of which is given in Annexure A. "Directors" means the directors of the Company from time to time. "Eligible Employee" means a person who is in the full-time or part-timeemployment of, or is a Director of, or is a consultant to, the Company or anyof its related bodies corporate. "Equity Security" means a Share (other than a bonus Share), or a right tosubscribe for, or convert securities into, Shares including the sale of anyShares if, immediately before the sale, the Shares were held as treasuryshares. "Explanatory Memorandum" means this explanatory memorandum. "Group" means the Company and its Related Bodies Corporate. "JSE" means the Johannesburg Stock Exchange or JSE Limited, as the contextrequires. "LSE" means the London Stock Exchange or London Stock Exchange plc, as thecontext requires. "Meeting" and "Annual General Meeting" means the annual general meeting ofShareholders or any adjournment thereof, convened by the Notice. "Non-Executive Director" means the non-executive directors of the Company,being Mr Nicholas Sibley, Mr David Dix, Mr Edward Haslam, Mr TimothyFreshwater, Mr Kofi Morna, Mr Zwelakhe Mankazana and Ms Sonja Sebotsa. "Notice" and "Notice of Annual General Meeting" means the notice of annualgeneral meeting which accompanies this Explanatory Memorandum. "ordinary resolution" means a resolution that is required to be passed by amajority of not less than 50% of the votes cast by members entitled to vote onthe resolution. "Plan" means the Director and Employee Share Plan. "Plan Share" means Shares issued pursuant to the Plan. "Resolution" means a resolution in the Notice of Annual General Meeting. "Related Body Corporate" means any company or corporation in which the Companyhas an interest and shall also include the holding company of the Company andany subsidiary or affiliated company of the Company and "Related BodiesCorporate" has a corresponding meaning. "Share" means a fully paid common share of $0.05 in the capital of the Company. "Shareholder" means a registered holder of Shares. "special resolution" means a resolution that is required to be passed by amajority of not less than 75% of the votes cast by members entitled to vote onthe resolution. "UK Listing Rules" means the United Kingdom Listing Authority listing rules setout in the Financial Conduct Authority Handbook. Annexure A Summary of Director and Employee Share Plan 1. Eligible A person who is in the full-time or part-time employment of, or Employee is a Director or Executive of, Aquarius or any of its related bodies corporate is eligible to participate in the Plan. In determining whether an eligible employee will participate in the Plan, the Board must consider the seniority and position of the employee, the length of their service, their employment record, their potential contribution to growth and profitability, the extent (if any) of their existing participation in the Plan, and any other matters which the Board considers relevant. 2. Issue of The Board may issue invitations to Eligible Employees inviting Plan applications for Plan Shares. The invitation will specify the Shares way in which the number of shares to be issued will be calculated, an acceptance period and any other terms and conditions attaching to the Plan Shares. Subject to any applicable dealing restrictions, the number of Plan Shares issued to Executives in lieu of salary is determined by the volume weighted average price for Shares traded on the LSE in the month preceding the date that the Executive agrees in writing to sacrifice his salary under the Plan. The number of Plan Shares issued to Non-Executive Directors in lieu of Directors' fees is determined by reference to the simple average of the Company's Share price traded on the LSE over the calendar quarter preceding the Shares being issued to the Non-Executive Director. The number of Plan Shares issued otherwise than in lieu of salary or directors fees will be based on the market value determined by reference to the Company's Share price averaged over a period specified by the Board and set out in the invitation. 3. Rights of Any Plan Shares issued under the Plan will rank equally with Plan other Shares issued by the Company. Each Plan Share will entitle Shares the holder to dividends declared after the date of allotment and to participate in issues of Shares made by the Company on the same basis as other Shareholders. 4. Quotation The Company will apply for each Plan Share to be admitted to trading on the ASX, the LSE and the JSE. 5. Amendments The Board may make amendments to the Plan as it sees fit. However, shareholder approval will be required to amend certain provisions to the advantage of participants. These provisions relate to eligibility, individual and plan limits, the rights attaching to Plan Shares and the amendment powers. The Board can, without shareholder approval, make minor amendments to benefit the administration of the plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment. No amendments can be made which reduce the rights of Eligible Employees in respect of Plan Shares issued before the date of the amendment, except in the case of illegality, manifest error or possible adverse tax implications arising from changes to tax legislation. 6. Limitation Commitments to issue Plan Shares, when aggregated with awards on number under all of the Company's other schemes, must not exceed 5% of of Plan the issued share capital (adjusted for share issuance and Shares cancellation) in any rolling 10 year period. 7. Variation The number of Plan Shares which an Applicant has applied for, but of capital remain unissued, are to be adjusted in the case of certain actions by the Company, on the basis that Participants in the Plan should be placed in the same net economic position as they would have been in, had such an action not taken place. These corporate actions include: (a) a consolidation of the Shares of the Company; (b) a subdivision of the Shares of the Company; (c) dividend payments; and (d) an issue of Shares for below market value. If the Company is unable to issue further Shares to the affected Participant in relation to the above corporate actions, the adjustment is to be made (at the Company's election) by way of: (a) a cash payment; or (b) by purchasing Shares on market on behalf of the Participant. 8. Operation The Plan and any Plan Shares issued under it are governed by, and are to be construed in accordance with, the laws of Bermuda.