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: 28 November 2014 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 2014 Annual Report is available at www.aquariusplatinum.com AQUARIUS PLATINUM LIMITED Exempt Company NO. EC26290 ARBN 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 28 November 2014 atClarendon 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 recommend that shareholders vote in favour of all of theresolutions to be proposed at the Annual General Meeting. The Directors who ownShares intend to vote in favour of the resolutions to be proposed at the AnnualGeneral Meeting. Agenda Appointment of Chairman of the Meeting Confirmation of the Notice and Quorum Accounts for the Period Ended 30 June 2014 To receive the financial statements, directors' report, including theRemuneration Report, and auditor's report for the Company and its controlledentities for the period ended 30 June 2014. Resolution 1 - Ratification of appointment and re-election of Sir Nigel Rudd To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That Sir Nigel Rudd, who was appointed a Director of the Company to fill acasual vacancy on 1 November 2014, retires in accordance with ASX Listing Rule14.4 and, being eligible, offers himself for re-election, be re-elected as aDirector." Resolution 2 - Re-election of Mr Timothy Freshwater To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That Mr Timothy Freshwater, who retires by rotation in accordance with theCompany's Bye-laws and, being eligible, offers himself for re-election, bere-elected as a Director." Resolution 3 - Re-election of Mr Zwelakhe Mankazana To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That Mr Zwelakhe Mankazana, who retires by rotation in accordance with theCompany's Bye-laws and, being eligible, offers himself for re-election, bere-elected as a Director." 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 retires in compliance with section B.7.1 of the UK Corporate GovernanceCode and, being eligible, offers himself for re-election, be re-elected as aDirector." 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 andretires in compliance with section B.7.1 of the UK Corporate Governance Codeand, being eligible, offers himself for re-election, be re-elected as aDirector." Resolution 6 - 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 retires in compliance with section B.7.1 of the UK Corporate GovernanceCode and, being eligible, offers himself for re-election, be re-elected as aDirector." Resolution 7 - Buy back authorisation To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as a special resolution: "That, subject to the Company complying with the requirements of the CompaniesAct, 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: the maximum number of Shares that may be purchased pursuant to this authorityis 71,975,751 Shares (or a nominal amount of $3,598,788), representing 5% ofthe issued capital of the Company (exclusive of Shares held in treasury by theCompany) as at 31 October 2014; the minimum price which may be paid for any Share purchased pursuant to thisauthority is $0.05; the maximum price which may be paid for any Share purchased pursuant to thisauthority shall not be more than the higher of (i) an amount equal to 105% ofthe average of the middle market prices shown in the quotations for the Sharesin the London Stock Exchange Daily Official List for the five business daysimmediately preceding the day on which that Share is contracted to be purchasedand (ii) the amount stipulated by Article 5(1) of the Buy-back andStabilisation Regulation 2003; and 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." Resolution 8 - 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: this power shall be limited to the allotment of Equity Securities up to amaximum amount of 71,975,751 Shares (or a nominal amount of $3,598,788); and this power shall expire on the conclusion of the Company's next annual generalmeeting or, if earlier, close of business on 28 February 2016, however theCompany may, before the expiry of this power, make offers or agreements whichwould or might require Equity Securities to be issued after such expiry and,notwithstanding such expiry, the Directors may issue Equity Securities inpursuance of such offers or agreements as if this power had not expired." Resolution 9 - Approval of Issue of Shares to Sir Nigel Rudd under the Directorand 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 Sir Nigel Rudd or hisnominee, on the terms summarised in the Explanatory Memorandum pursuant to, andin accordance with the terms of, the Director and Employee Share Plan." 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: 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 it is cast by the Chair of the Meeting as a proxy for a person who is entitledto vote in accordance with the directions on the proxy form to vote as theproxy decides. Resolution 10 - Approval of Restricted Share Scheme 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 to implement andmaintain the Company's "Restricted Share Scheme", a summary of which iscontained in Annexure A to the Explanatory Memorandum and which is produced tothis Meeting, and for the grant of Awards and issue of Shares upon the vestingor exercise of those Awards from time to time upon the terms and conditionsspecified in the Rules of the Restricted Share Scheme, and the Directors areauthorised to make such modifications to the Scheme as they may considernecessary to take account of the requirements of the Financial ConductAuthority and best practice and to adopt the Restricted Share Scheme as somodified 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: 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 it is cast by the Chair of the Meeting as a proxy for a person who is entitledto vote in accordance with the directions on the proxy form to vote as theproxy decides. Resolution 11 - Increase of Authorised Share Capital under Bermuda Law To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, for the purposes of section 45 of the Bermuda Companies Act 1981 and forall other purposes, approval is given for the increase of the authorisedcapital of the Company from $79,500,000 (divided into 1,590,000,000 Shares ofpar value $0.05 each) to $129,500,000 (divided into 2,590,000,000 Shares ofpar value $0.05 each) by the creation of an additional 1,000,000,000 Shares ofpar value $0.05 each ranking pari passu with the existing Shares". Resolution 12 - Amendments to Bye-laws To consider, and if through fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, in accordance with Bye-law 96 of the Company's Bye-laws and for allother purposes, the amended Bye-laws tabled at this Meeting and, for thepurpose of identification, signed by the Chairman, be and are hereby approvedand adopted as the bye-laws of the Company in substitution for and to theexclusion of all the existing bye-laws thereof with immediate effect." Resolution 13 - 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 October2014 PROXY AND VOTING ENTITLEMENT INSTRUCTIONS 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 OR Codan ServicesLtd 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, 26 November 2014. 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 is1,465,473,903 Shares, with 25,958,887 Shares held in treasury. All Sharesexcept those held in treasury carry one vote each on a poll. Therefore, thetotal number of votes exercisable as at the date of this Notice is1,439,515,016. I/We_______________________________________________________________________________________________________________ Of_______________________________________________________________________________________________________________ being a shareholder/(s) of Aquarius Platinum Limited ("Company") and entitledto ___________________________________ shares in the Company hereby appoint_____________________________________________________________________________________________________________ of________________________________________________________________________________________________________________ or failing him/her___________________________________________________________________________________________________________ of_______________________________________________________________________________________________________________________ or failing him/her the chairman of the annual general meeting, being arepresentative of Conyers, Dill and Pearman Limited, the Company's Bermudacounsel (and not the chairman of the Company) as my/our proxy to vote for me/usand on my/our behalf at the annual general meeting of the Company to be held atClarendon House, 2 Church Street, Hamilton, Bermuda at 9:00 am on Friday, 28November 2014 and at any adjournment thereof in respect of___________________________ of my/our shares or, failing any number beingspecified, ALL of my/our shares in 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 Ratification of appointment and re-election of Sir Nigel £ £ £Rudd Re-election of Mr Timothy Freshwater £ £ £ Re-election of Mr Zwelakhe Mankazana £ £ £ Re-election of Mr Edward Haslam £ £ £ Re-election of Mr David Dix £ £ £ Re-election of Mr Nicholas Sibley £ £ £ Buy back Authorisation £ £ £ Disapplication of pre-emptive rights £ £ £ Approval of Issue of Shares to Sir Nigel Rudd under £ £ £Director and Employee Share Plan Approval of Restricted Share Scheme £ £ £ Increase of Authorised Share Capital under Bermuda Law £ £ £ Amendments to Bye-laws £ £ £ 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 2014 If a natural person: ______________________ SIGNED by ) in the presence of: ) ______________________ ______________________ ___________________________ Name (Printed) Witness Name (Printed) If a company: EXECUTED by ) ______________________ ____________________________ in accordance with its ) Director Director/Secretary constitution ) ______________________ _____________________________ Name (Printed) Name (Printed) If by power of attorney: SIGNED for and on behalf of ________________________ ) _______________________________________ ) Signature of Attorney by ___________________________________________ ) ) under a Power of Attorney dated _______________________________________and who ) declares that he/she has not received any revocation of such Power ) Signature of Witness of Attorney in the presence of: AQUARIUS PLATINUM LIMITED Exempt Company NO. EC26290 ARBN 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, 28 November 2014. 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. Resolution 1 - Ratification of appointment and re-election of Sir Nigel Rudd asa Director It is a requirement under the ASX Listing Rules that Sir Nigel Rudd, who wasappointed a Director of the Company to fill a casual vacancy with effect from 1November 2014, retire at the Annual General Meeting. Sir Nigel Rudd hasoffered himself for re-election as a Director. In accordance with section B.7.2 of the UK Corporate Governance Code, theperformance of Sir Nigel Rudd has been evaluated, and the Board remainssatisfied that his performance continues to be effective and demonstratescommitment to the role and, as such, the Board recommends Shareholders vote infavour of the proposed reappointment. Sir Nigel Rudd was appointed to the Aquarius Board on 1 November 2014. SirNigel is a Fellow of the Institute of Chartered Accountants. In 1982 he foundedWilliams PLC and the company went on to become one of the largest industrialholding companies in the United Kingdom until its demerger in November 2000,creating Chubb plc and Kidde plc. He was the non-executive Chairman of Kiddeplc until December 2003. Sir Nigel is chairman of Heathrow Airport Holdings Limited and BBA Aviationplc. He is also a non-executive director of Sappi Limited. In February 2011 hebecame Chairman of a new £2.5 billion Business Growth Fund set up to invest inand partner hundreds of UK companies that need long term capital to achievegrowth. Previously, he was chairman of Pilkington plc from August 1994 to June 2006;Alliance Boots plc from December 1999 to June 2007; Pendragon plc from October1989 to October 2010; Invensys plc from July 2009 to January 2014; andnon-executive director and latterly deputy chairman of Barclays Bank plc andBarclays PLC from 1996 until April 2009. Sir Nigel was knighted by the Queen in 1996 for services to manufacturingindustry. He became Chancellor of Loughborough University in July 2010. Heholds honorary doctorates at both Loughborough and Derby Universities. The Board, excluding Sir Nigel Rudd, unanimously supports the re-election ofSir Nigel Rudd and recommends that Shareholders vote in favour of Resolution1. The Chairman intends to vote all available proxies in favour of Resolution1. Resolution 2 - Re-election of Mr Timothy Freshwater as a Director It is a requirement under the Company's Bye-laws that Mr Freshwater retire byrotation. Mr Freshwater, being eligible, has offered himself for re-election asa Director. In accordance with section B.7.2 of the UK Corporate Governance Code, theperformance of Mr Freshwater has been evaluated, and the Board remainssatisfied that his performance continues to be effective and demonstratescommitment to the role and, as such, the Board recommends Shareholders vote infavour of the proposed reappointment. Mr Freshwater is a solicitor in the UK and Hong Kong and has been involved inAsian markets for over 40 years. He is the director of a number of companies,including Swire Pacific Limited, Cosco Pacific Limited, Savills PLC, and HongKong Exchanges and Clearing Limited. Mr Freshwater was appointed to theAquarius Board in August 2006. He is a Senior Independent Director of theCompany and a member of the Audit/Risk and Nomination Committees of the Group. The Board, excluding Mr Freshwater, unanimously supports the re-election of MrFreshwater and recommends that Shareholders vote in favour of Resolution 2.The Chairman intends to vote all available proxies in favour of Resolution 2. Resolution 3 - Re-election of Zwelakhe Mankazana as a Director It is a requirement under the Company's Bye-laws that Mr Mankazana retire byrotation. Mr Mankazana, being eligible, has offered himself for re-election asa Director. In accordance with section B.7.2 of the UK Corporate Governance Code, theperformance of Mr Mankazana 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 Mankazana is an Executive Director of Savannah Resources (Pty) Ltd, one ofAquarius' BEE partners. Mr Mankazana holds an MSc in Economics from the PatriceLumumba University of Friendship. In addition to his interests in mining, MrMankazana is a founder of South African mobile operator Cell C and serves onthe boards of its holding companies. He participates in community work throughhis involvement with several development and education trusts. Mr Mankazanajoined the Board of Aquarius Platinum (South Africa) (Pty) Ltd in February2005. He was appointed to the Aquarius Board in November 2008 and is a memberof the Remuneration Committee of the Group. The Board, excluding Mr Mankazana, unanimously supports the re-election of MrMankazana and recommends that Shareholders vote in favour of Resolution 3. TheChairman intends to vote all available proxies in favour of Resolution 3. 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. The Board, excluding Mr Haslam, unanimously supports the re-election of MrHaslam and recommends that Shareholders vote in favour of Resolution 4. TheChairman intends to vote all available proxies in favour of Resolution 4. 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. The Board, excluding Mr Dix, unanimously supports the re-election of Mr Dix andrecommends that Shareholders vote in favour of Resolution 5. The Chairmanintends to vote all available proxies in favour of Resolution 5. Resolution 6 - 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. 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. As announced on 24 September 2014, Mr Sibley has advised the Board that he willbe stepping down from the Board on 28 February 2015. Accordingly,notwithstanding the passing of Resolution 6, Mr Sibley would only hold officeuntil 28 February 2015, following which Sir Nigel Rudd will replace Mr Sibleyas Chairman of the Board. The Board, excluding Mr Sibley, unanimously supports the re-election of MrSibley and recommends that Shareholders vote in favour of Resolution 6. TheChairman intends to vote all available proxies in favour of Resolution 6. Resolution 7 - Buy back authorisation The Company seeks Shareholder approval to empower the Directors to purchaseShares, being shares in the capital of the Company, in the market representingup to 5% of the Company's issued capital, exclusive of Shares held in treasuryby the Company. The issued capital of the Company, as at 31 October 2014, was1,465,473,903 Shares, with 25,958,887 Shares held as treasury shares.Therefore, the maximum number of Shares which may be purchased under theauthority will be 71,975,751 Shares. The minimum and maximum prices at whichShares may be purchased are set out in the Resolution. 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. Resolution 7 will be proposed as a special resolution. A special resolution isa resolution that must be passed by a majority of not less than 75% of allvotes cast by Shareholders entitled to vote on the resolution. If Resolution 7 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 as treasury shares, the Company is not entitled toexercise any rights, including the right to attend and vote at meetings inrespect of such Shares. Further, no dividend or other distribution of theCompany's assets may be made to the Company in respect of Shares held as thetreasury 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. The Directors unanimouslyrecommend that Shareholders vote in favourofResolution 7. The Chairman intends to vote all available proxies in favour ofResolution 7. Resolution 8 - 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 8 authorises the Directors to allot a certain amount ofEquity Securities for cash without following the pre-emptive rightsprovisions. Resolution 8 will be proposed as a special resolution. A special resolution isa resolution that must be passed by a majority of not less than 75% of allvotes cast by Shareholders entitled to vote on the resolution. This authority is being limited to 71,975,751 Shares (or a maximum nominalamount of $3,598,788, which is equivalent to 5% of the issued Shares of theCompany as at 31 October 2014 (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 71,975,751 Shares,without first offering them to shareholders of the Company on a pro ratabasis. This authority will continue until the conclusion of the Company's nextannual general meeting or 28 February 2016, 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 unanimously recommend that Shareholders vote in favourofResolution 8. The Chairman intends to vote all available proxies in favour ofResolution 8. Resolution 9 - Approval of Issue of Shares to Sir Nigel Rudd under the Directorand Employee Share Plan Background The Board has agreed with Sir Nigel Rudd that, subject to Shareholder andregulatory approvals, Sir Nigel Rudd would receive 100% of the director's feesthat he is entitled to receive for the period from his appointment as aDirector on 1 November 2014 until 31 December 2016 in Shares (under the termsof the Director and Employee Share Plan) instead of cash. Shareholder approval was obtained at last year's annual general meeting for allof the non-executive directors at the time to receive 25% of their directors'fees in Shares in lieu of cash. 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. Proposed Share issue to Sir Nigel Rudd Resolution 9 seeks Shareholder approval to issue Shares to Sir Nigel Rudd underthe Director and Employee Share Plan, in lieu of payment of 100% of thedirectors' fees that will accrue to him over the period from 1 November 2014 to31 December 2016. The Shares will be issued on a quarterly basis for servicesthat have been provided to the Company during the previous quarter (payment inarrears). The number of Shares Sir Nigel Rudd is to receive is to becalculated by dividing 100% of the directors' fees accruing to him for thepreceding calendar quarter by the simple average of the Company's Share priceover that same quarter. The director's fees to which Sir Nigel Rudd is entitled for the period from 1November 2014 until 31 December 2016 are as follows: for the period from 1 November 2014 to 28 February 2015, in his capacity asnon-executive director of Aquarius, $30,000, being a pro rata entitlement ofannual non-executive directors' fees of $90,000; and for the period from 1 March 2015 onwards, in his capacity as non-executivechairman of Aquarius, annual fees of $198,000. The fees referred to above are exclusive of any fees payable to Sir Nigel Rudddue to his membership of any committees of the Company (i.e. the Company'saudit committee, nomination committee and remuneration committee), as themembership and remuneration of these 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 Sir Nigel Rudd in respect of theperiod from 1 November 2014 to 31 December 2016, on the basis that the Noticesets out the method by which the number of Shares will be calculated in respectof the Shares to be issued each quarter, as specified above. The Shares issued in lieu of Directors' fees will be issued on the followingdates, being the same dates that Shares are issued to the other non-executivedirectors in accordance with the Shareholder approval obtained at the Company's2013 Annual General Meeting. Shareholder approval is only being obtained toissue Shares for the period until 31 December 2016, to align the share issuesto Sir Nigel Rudd with the share issues to the other non-executive directors: 1 January 2015 1 October 2015 1 July 2016 1 April 2015 1 January 2016 1 October 2016 1 July 2015 1 April 2016 28 November 2016* *As the shareholder approval for the issue of Shares to the non-executivedirectors obtained at the 2013 AGM lasts for only 3 years after the date of theapproval, the last tranche of Shares to be issued to the non-executivedirectors for the calendar quarter from 1 October 2016 to 31 December 2016 willbe issued on 28 November 2016, as disclosed in the 2013 meeting materials. If Shareholder approval is not obtained, Sir Nigel Rudd'sdirectors' fees will be paid in cash. Information required under ASX Listing Rule 10.15A For the purposes of ASX Listing Rule 10.15A, the following information isprovided to Shareholders: The Shares will be issued to Non-Executive Director, Sir Nigel Rudd or hisnominee. The number of Shares to be issued to Sir Nigel Rudd for a preceding quarterwill be calculated by dividing 100% of the Directors' fees that accrue by thesimple average of the Company's Share price for that quarter. An example of the calculation of the number of Shares to be issued to aNon-Executive Director is as follows: Annual non-executive directors' fees: $90,000 Director's fees for a calendar quarter: $90,000 / 4 = $22,500 Amount to be paid in Shares: 100% Hypothetical simple average of Share price over preceding calendar quarter:$0.35 Number of Shares issued for the preceding calendar quarter: $22,500/ $0.35 =64,285.71 ≈ 64,285* * The number of Shares to be issued will be rounded down to the nearest wholenumber. The Shares will be issued to Sir Nigel Rudd (or his nominee) on a quarterlybasis no later than 36 months after the date of the Annual General Meeting. The Shares will be issued in lieu of 100% of the Directors' fees that Sir NigelRudd is entitled to be paid and, accordingly, no funds will be raised. TheShares will be issued at a deemed price equal to the simple average of theCompany's Share price over the calendar quarter preceding the date on which theShares are issued. The Directors' fees payable to Sir Nigel Rudd are set out in section 9.3 above. 1,969,622 Shares have been issued under the Director and Employee Share Plansince it was approved at the 2013 annual general meeting to the followingDirectors: Recipient Number of Shares Acquisition Price Mr Jean Nel 1,035,000 US$0.62 (a) 626,580 US$0.35 (b) Mr Nicholas Sibley 19,336 US$0.64 (a) 63,310 US$0.3910 (average) (b) Mr David Dix 8,789 US$0.62 (a) 28,777 US$0.3910 (average) (b) Mr Edward Haslam 8,789 US$0.62 (a) 28,777 US$0.3910 (average) (b) Mr Timothy Freshwater 8,789 US$0.62 (a) 28,777 US$0.3910 (average) (b) Mr Kofi Morna 8,789 US$0.62 (a) 28,777 US$0.3910 (average) (b) Mr Zwelakhe Mankazana 8,789 US$0.62 (a) 28,777 US$0.3910 (average) (b) Ms Sonja Sebotsa 8,789 US$0.62 (a) 28,777 US$0.3910 (average) (b) Acquisition price of Shares pre Rights Issue Acquisition price of Shares following completion of Rights Issue No other person of the kind referred to in ASX Listing Rule 10.14 has beenissued Shares under the Director and Employee Share Plan. All Directors and their nominees are entitled to participate in the Directorand Employee Share Plan. There are no loans provided to Sir Nigel Rudd in relation to the acquisition ofShares under the Director and Employee Share Plan. Details of any Shares issued under the Director and Employee Share Plan will bepublished in each annual report of the Company relating to a period in whichsecurities have been issued, noting that approval for the issue of securitieswas obtained under ASX Listing Rule 10.14. Any additional persons who become entitled to participate in the Director andEmployee Share Plan after Resolution 9 is approved and who were not named inthis Notice will not participate until approval is obtained under ASX ListingRule 10.14. Resolution 10 - Approval of the Restricted Share Scheme Background Aquarius proposes to establish the Restricted Share Scheme, a long termincentive plan for the employees of Aquarius and its subsidiaries. The purposeof the Scheme is to: provide an appropriate and adequate incentive for the executive directors andemployees of the Aquarius Group; ensure that the Aquarius Group may retain the services of their executivedirectors and employees; and reinforce the commitment of the executive directors and employees to Aquarius. Shareholder approval Resolution 10 seeks Shareholder approval for the Company to: implement and maintain the Restricted Share Scheme, as required by UK ListingRule 9.4.1, which provides that an employee share scheme and a long-termincentive plan must be approved by an ordinary resolution of shareholders ofthe Company before it is adopted; and issue securities under the Scheme as an exception to ASX Listing Rule 7.1.Exception 9 to ASX Listing Rule 7.2 provides that issues under an employeeincentive plan within three years from the date on which shareholders approvethe issue of securities under that plan are not included in the 15% limitprescribed by ASX Listing Rule 7.1. Issue to Directors or Associate of Directors In accordance with ASX Listing Rule 10.14, the Company will seek Shareholderapproval of any proposed grant of Awards under the Restricted Share Scheme to aDirector or an associate of a Director. 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 and Options issued under the Restricted Share Scheme arenot subject to the pre-emptive rights provisions in Bye-law 51.2A, and wouldnot be included in the 71,975,751 Shares that the Directors may issue under theauthority that will be granted if Resolution 8 is passed. Summary of the Scheme A summary of the Restricted Share Scheme is set out in Annexure A. Resolution 11 - Increase of Authorised Share Capital under Bermuda Law Clause 52.3 of the Company's Bye-Laws and section 45(1)(a) of the Companies Actpermits the Company to increase its share capital if authorised by a resolutionof the Shareholders. Resolution 11 seeks Shareholder approval to increase the authorised capital ofthe Company from $79,500,000 to $129,500,000 which would result in an increasein authorised share capital from 1,590,000,000 Shares to 2,590,000,000 Shares.The proposed increase in the authorised share capital has been determinedtaking into consideration the number of Shares on issue compared to the currentauthorised common share capital. The Company currently has 1,465,473,903 Shares on issue. Prior to the RightsIssue that was completed in May this year, the Company had 488,103,453 Shareson issue. As a result of the Rights Issue, the Company has limited capacity toissue additional Shares within its existing authorised capital limit. The Directors consider that the proposed increase in the Company's authorisedcapital is appropriate in order to allow the Company to create capacity for theCompany to issue securities if required in the future. If Resolution 11 is passed, the Company's authorised, issued and fully paid upcapital will be as follows: Authorised Issued and fully paid Class of Share Number Amount US$ Number Amount US$ Common shares of US$0.05 2,590,000,000 129,500,000 1,465,473,903 73,273,695.15 Preference shares of 50,000,000 7,500,000 - -US$0.15 "A" Class shares of 5 12,000 - -US$2,400 Shareholders should note that the concept of the Company's authorised sharecapital is a Bermuda law concept and is mutually exclusive from the ASX ListingRules and the Company's Bye-laws. Any future issues of securities made by theCompany will still be subject to ASX Listing Rule 7.1 and the pre-emptiverights provisions in the Bye-laws. The Directors unanimously recommend that Shareholders vote in favour ofResolution 11. Resolution 12 - Amendment to Bye-laws Resolution 12 proposes amendments to the Company's Bye-laws to incorporate theprovisions summarised below (Proposed Amendments). A copy of the Bye-laws incorporating the Proposed Amendments will be sent toany Shareholder upon request. A copy of the Bye-laws incorporating the ProposedAmendments will also be available for inspection during normal business hoursat the Company's registered office in Bermuda (including for 15 minutes priorto and during the Annual General Meeting) and at the offices of the Company'sshare registry in England and Australia. Proposed Amendments A description of the Proposed Amendments, which essentially have two elements,is set out below: Proportional Takeover Bid approval provisions In 2002 Aquarius incorporated shareholder protection provisions into itsBye-laws which regulate a proposed takeover of the Company. Without theseprovisions, Aquarius' shareholders would not receive the benefit oftakeover-related protection mechanisms which shareholders in companiesincorporated in the United Kingdom or Australia would ordinarily receive. Theprovisions aim to ensure that all shareholders have an opportunity to equallyparticipate in the benefits offered by a person seeking to acquire control ofAquarius, providing equal treatment of all shareholders of the Company. The shareholder protection provisions included mechanisms that apply in thecontext of a proportional takeover bid. Bye-law 70B provided that any takeoverbid for a specified proportion of all Shares (Proportional Takeover Bid) mayonly proceed if it is approved (by a 50% majority) by a meeting of allshareholders of the Company who are not either the bidder or associated withthe bidder. Unlike the remainder of the shareholder protection mechanisms inthe Bye-laws, the Proportional Takeover Bid provisions need to be refreshedevery three years. As they were last refreshed in 2010, the Company is seekingShareholder approval to amend its Bye-laws so as to incorporate the wording ofthe previous bye-law 70B into the Bye-laws again. If Bye-law 70B is included in the Bye-laws, in the event that a ProportionalTakeover Bid is made, the Directors are required to convene a meeting of thoseshareholders entitled to vote on a resolution to approve the ProportionalTakeover Bid. The meeting is to be called upon not less than 14 days prior tothe end of the offer period for the Proportional Takeover Bid (Deadline). If the Proportional Takeover Bid is not approved by shareholders, Aquarius mustrefuse to register any transfer of shares in the Company which purports to giveeffect to a takeover contract pursuant to that Proportional Takeover Bid. Ifno resolution in relation to the Proportional Takeover Bid is voted on as atthe end of the day before the Deadline, the resolution will be deemed tohave been passed. Where the approving resolution is passed or deemed to havebeen passed, the Proportional Takeover Bid may proceed and the Company is notprevented from registering transfers pursuant to the Proportional Takeover Bid. Without Bye-law 70B, a Proportional Takeover Bid for the Company may enableeffective control of the Company to be acquired, without shareholders of theCompany having the opportunity to dispose of all of their shares in the Companyto the bidder. Accordingly, shareholders could be at risk of passing control tothe bidder without an effective premium for all their shares whilst leavingthemselves as part of a minority interest in the Company. Including Bye-law 70Bwill make this situation less likely by permitting shareholders to decidewhether a Proportional Takeover Bid should be permitted to proceed. General amendments to Bye-laws Since the Bye-laws were last amended in 2011, there have been a number ofchanges to the Companies Act. The Company believes it would be beneficial forthese changes to be reflected in the Bye-laws to ensure that the Bye-lawsremain up to date with what is considered best practice under the CompaniesAct. Accordingly, and as the Company will need to amend its Bye-laws in anyevent to reinsert the Proportional Takeover Bid approval provisions, the Boarddecided to take this opportunity to also propose the following amendments tothe Bye-laws: permitting either the shareholders or the Board to determine the maximum numberof Directors independently; permitting the Board to fill any vacancy left unfilled at a general meeting upto the maximum number of nine Directors or such other maximum number ofDirectors determined in accordance with the Bye-laws; incorporating separate provisions for the termination of office of an AlternateDirector elected by shareholders and an Alternate Director appointed by aDirector; permitting the Board to appoint any person as a Director to fill any vacancy ofthe Board that arises up to the maximum of nine Directors or such other maximumdetermined in accordance with the Bye-laws (this power is subject to therestrictions of Bye-law 15.2 which provides that a vacancy on the Board createdby the removal of a Director by the members may only be filled by the membersat the meeting where such Director is removed unless the members fail to makesuch an appointment, in which case the Board may fill the vacancy); incorporating the concept of an 'Interested Director' including permitting anInterested Director who has declared the nature of their interest in anycontract or proposed contract to: vote in respect of such contract or proposed contract; and be counted in the quorum of the meeting at which the contract or proposedcontract is to be voted on; shortening the period during which an offer made to shareholders under bye-law51.2A may be accepted from 21 days to 10 business days, to bring the offerperiod in line with the requirements of the UK Listing Rules upon whichbye-law 51.2A is based and to provide the Company with maximum flexibility forany future offers made under bye-law 51.2A; removing the provision that prohibits the Company from providing financialassistance for the purpose of purchasing shares in the Company; and removing the requirement to appoint an auditor at every annual general meetingand allowing the shareholders to appoint an auditor to the Company to holdoffice for such term as the shareholders deem fit or until a successor isappointed. This amendment provides more flexibility as to the frequency andthe term of the auditor's appointment. However, notwithstanding thisamendment, the Board may choose to continue put the appointment of the auditorto Shareholders at every annual general meeting. The Directors unanimously recommend that Shareholders vote in favour of theProposed Amendments. Resolution 13 - Re-appointment of Auditor Section 89(2) of the Companies Act provides that members of a company shallappoint one or more auditors to hold office until a successor is appointed. Inaddition, section 89(6) of the Companies Act provides that the remuneration ofan auditor appointed by the members shall be fixed by the members or by theDirectors, if they are authorised to do so by the members. If Resolution 12 is passed, shareholders of the Company will no longer berequired to appoint an auditor at each annual general meeting, but rather willable to appoint an auditor to hold office for such term as shareholders of theCompany deem fit or until a successor is appointed. Nevertheless, as notedabove in relation to Resolution 12, regardless of whether the proposedamendments to the Bye-laws are passed, the Board may still continue to proposea resolution in relation to the appointment of the auditor at each annualgeneral meeting. Ernst & Young are the Company's auditors. Pursuant to Resolution 13, Ernst &Young will be re-appointed the Company's auditors for a term expiring at thenext annual general meeting at a fee to be agreed by the Directors. 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). "AGM" means annual general meeting. "ASX" means ASX Limited, or the stock exchange conducted by ASX, as the contextrequires. "ASX Listing Rules" means the official listing rules of ASX. "Award" has the meaning given in Annexure A. "BEE" means Black Economic Empowerment. "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. "Deadline" has the meaning given in paragraph 12(a). "Director and Employee Share Plan" means the Company's share plan which allowsthe Board to invite directors and eligible employees to apply for Shares fromtime to time, as approved by Shareholders at the 2013 Annual General Meeting ofthe Company. "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, the Company or any of its related bodiescorporate. "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 Sir Nigel Rudd, Mr Nicholas Sibley, Mr David Dix, Mr Edward Haslam, MrTimothy Freshwater, 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. "Option" means a right to subscribe for Shares granted under the terms of theScheme set out in Annexure A to 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. "Proportional Takeover Bid" has the meaning given in paragraph 12(a). "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. "Rights Issue" means the 2 for 1 pro rata entitlement offer of up to976,206,906 Shares, announced on 8 April 2014. "Scheme" means the Restricted Share Scheme. "Scheme Share" means Shares issued pursuant to the Scheme. "Share" means a fully paid common share of par value $0.05 in the capital ofthe Company. "Shareholder" means a person registered in the register of members of theCompany as the 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 Restricted Share Scheme (the Scheme) 1. Administration of The Scheme will be administered by the Remuneration Restricted Share Committee in accordance with the rules of the Scheme, Scheme the Bye-laws and any applicable laws. Any exercise of power or decision made by the Company or the Board, who will act through the Remuneration Committee, regarding the rules of the Scheme is made at its absolute and sole discretion and is final, conclusive and binding. 2. Eligible Employee A person (including a trustee acting on behalf of that person) who is in the full-time or part-time employment of, Aquarius or any of its related bodies corporate is eligible to participate in the Scheme (Eligible Employee ). The Remuneration Committee, will have absolute discretion in determining whether a person is an Eligible Employee for the purposes of the Scheme. 3. Award under the Eligible Employees may be offered an Award, being either Scheme the right to acquire a specified number of Shares (a Conditional Award) or an option to acquire a specified number of Shares subject to any prescribed exercise procedure including the payment of a specified exercise price (an Option) under the terms of the Scheme. 4. Offer of Award The Remuneration Committee will determine which Eligible Employees will be offered an Award. An offer must specify the terms of the Award, including the performance conditions and any additional vesting conditions, the exercise period and the manner in which the offer may be accepted by the Eligible Employee. Awards may only be granted during the 42 day period following adoption of the Scheme and thereafter within 42 days following the announcement of interim or final results, other than in exceptional circumstances (e.g. recruitment of a key Eligible Employee). 5. Assignment of Awards are not generally transferable except with the Awards consent of the Remuneration Committee or as required by law. 6. Performance The vesting of each Award is conditional upon the Conditions achievement of the performance conditions attaching to the Award. Performance conditions may not be varied unless, in the opinion of the Remuneration Committee, the performance conditions cease to be appropriate, in which case new performance conditions may be set, provided that such conditions are fair and reasonable and no more or less difficult to achieve than previous conditions. 7. Vesting of Award An Award shall vest on the date that is the later of: the third anniversary of the date of grant; and the date on which all conditions of the Award have been satisfied. 8. Exercise of Option An Option which has vested will become exercisable or vesting of a during the Option Period (generally commencing on the Conditional Award vesting date and ending on the 10th anniversary of the date of grant) and a Conditional Award shall vest immediately on the vesting date. When a participant exercises an Option or a Conditional Award vests the Company shall allot and issue or allocate such number of Shares to which the Award relates. Shares that can be used for the Scheme include: newly issued Shares; treasury shares; or shares acquired by any Company sponsored employee trust (provided that such trust does not hold more than 5% of the issued share capital in the Company). 9. Rights of Scheme The Awards do not carry dividends or voting rights prior Shares to vesting and, in respect of options, exercise. Shares issued or acquired under the Scheme will rank equally with other Shares issued by the Company. 10. Quotation The Company will apply to the ASX, the LSE and the JSE for admission of Shares that are issued following the exercise of an Option or the vesting of a Conditional Award under the Scheme. 11. Termination of In the event of termination of employment, the Employment participant's Awards shall lapse except in the case of a "Good Leaver" where some or all of the Good Leaver's Awards shall vest and/or are only exercisable for a prescribed period (if applicable) based on the extent to which the relevant performance conditions have been satisfied. The Good Leaver's Award will be reduced on a pro-rata basis to reflect the term remaining until the original vesting date. 12. Clawback provision The Remuneration Committee may reduce the number of Shares the subject of an Award or cancel an Award at any time up to its release or exercise in the event of improper conduct by the participant or where the Company is required to under law or company policy. 13. Lapse of Award An Award granted under the Plan will automatically lapse on the date which is the earlier of: cessation of employment for cause (including where the participant has acted unlawfully or dishonestly, has committed an act of fraud, defalcation, gross misconduct or is in serious breach of his/her employment obligations); where the Remuneration Committee determines that a performance condition is incapable of being satisfied; the receipt of written notice by the Company from the Participant that the Participant has elected to surrender the Award; and the date 10 years from the date on which the Award is granted. The Remuneration Committee will notify the participant if their Award has lapsed. 14. Amendments The Remuneration Committee may, without Shareholder approval or participant's consent, make minor amendments to the benefit of the administration of the Scheme (including for the purposes of taking account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or the Company), provided that such amendments do not materially advantage or materially disadvantage the participant. 15. Limitation on Commitments to issue Shares pursuant to Awards under the number of Scheme Scheme, when aggregated with options or awards under: Shares issuable under the Scheme the Company's Executive Share Schemes, must not exceed, during the preceding 10 year period ending on the date of grant, 5% of the issued share capital as at the date of grant; and all of the Company's Share Schemes, must not exceed, during the preceding 10 year period ending on the date of grant, 10% of the issued share capital as at the date of grant. The number of Shares that are: issued to insiders (director, senior officer, or any affiliate or associate of a director or senior officer, of the Company or a subsidiary of the Company) within any one year period; and issuable to insiders, at any time, under the Scheme, or when combined with all of the Company's other security based compensation arrangements must not exceed 5% of the Company's total issued and outstanding Shares at the date of grant. The aggregate Exercise Price of Shares over which Awards may be granted to an Eligible Employee pursuant to the Scheme may not, in any 12 month period, exceed an amount equal to 200% of the Eligible Employee's base salary at the date of grant. 16. Reconstructions, Awards shall not be entitled to participate in any new corporate actions, issue of securities by the Company. rights issues, bonus issues etc. However, the Scheme Rules include specific provisions dealing with rights issues, bonus issues and corporate actions and other capital reconstructions. These provisions are intended to ensure that there is no material advantage or disadvantage to the participant in respect of their Awards as a result of such corporate actions. 17. Change of Control On a change of control event (which includes a merger, any person acquiring a relevant interest in more than 50% of the issued share capital in the Company and other similar events) some or all of the Awards may vest based on the extent to which the relevant performance conditions have been satisfied. Awards that vest on a change of control event may be reduced on a pro-rata basis to reflect the term remaining until the original vesting date. 18. Compliance Each participant in the Scheme must comply with the Company's Security Trading Policy and any stock exchange regulations and securities laws applicable to an Award or Shares issued under the Scheme (including any restriction or trading block applicable to the Award). 19. Operation The Scheme will be governed by, and construed in accordance with, the laws of Bermuda.