THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS CIRCULAR OR WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN INDEPENDENT FINANCIAL, TAX OR LEGAL ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER DULY AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED FROM TIME TO TIME) IF YOU ARE RESIDENT IN THE UK OR, IF NOT, FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER.

If you sell or transfer or have sold or otherwise transferred all of your Anglo American Shares (or beneficial entitlement to such Anglo American Shares), please send this Circular and accompanying documents (but not the personalised Form of Proxy) as soon as possible to the purchaser or transferee, or to the stockbroker, bank, South African CSDP or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. However, this Circular should not be forwarded, distributed or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. If you have sold part of your holding of Anglo American Shares, please retain this Circular and contact immediately the bank, stockbroker, South African CSDP or other agent through whom the sale or transfer was effected.

The Company does not accept any responsibility, and will not be held liable, for any action of, or omission by, any South African CSDP, agent, broker, legal adviser, accountant, banker, other financial intermediary or other professional adviser including, without limitation, any failure on the part of any South African CSDP, agent, broker, legal adviser, accountant, banker, other financial intermediary or other professional adviser of any beneficial owner, to notify such beneficial owner of the matters dealt with in this Circular or to take any action on behalf of such beneficial owner.

This Circular does not constitute a prospectus or prospectus equivalent document. This Circular does not constitute an offer or an invitation to any person to subscribe for or to purchase any security in Anglo American plc or Anglo American Platinum Limited. There will be no sale, issuance, offer, or transfer, of the securities referred to herein in any jurisdiction in contravention of applicable law.

Anglo American PLC

Incorporated in England and Wales with registered number 03564138

LSE share code: AAL JSE share code: AGL ISIN: GB00B1XZS820 LEI: 549300S9XF92D1X8ME43

Circular to Anglo American Shareholders relating to the recommended Proposals for the Demerger of Anglo American Platinum Limited, the Share Consolidation of Anglo American

and

Notice of General Meeting

The AAP Shares and the AAP ADSs have not been, and will not be, registered under the US Securities Act, or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the AAP Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States, absent registration under the US Securities Act or an exemption therefrom.

The release, publication or distribution of this Circular and the availability of the AAP Shares to persons who are not resident in the UK, the United States or South Africa may be affected by the laws of the relevant jurisdiction in which they are located. The AAP Shares have not been, and will not be, registered under the applicable securities laws of any such jurisdiction. Therefore, persons who are not resident in the UK, the United States or South Africa should inform themselves of, and observe, any applicable requirements. Accordingly, the AAP Shares may not be offered, sold, delivered or transferred, directly or indirectly, in, into or from any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction or to or for the account or benefit of any national, resident or citizen of any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction.

WARNING: The contents of this Circular have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer (as such term is interpreted in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, Cap.32). If you are in any doubt about any of the contents of this Circular, you should obtain independent professional advice.

Overseas Shareholders located in Australia should be aware that this document is not a prospectus, product disclosure statement or any other formal 'disclosure document' for the purposes of Australian law and is not required to, and does not, contain all the information which would be required in a 'disclosure document' under Australian law. Anglo American is not licensed under Australian law to provide financial product advice in relation to AAP Shares or any other financial products and no cooling-off regime applies to the acquisition of AAP Shares under the Demerger. This Circular has not been, and will not be, registered with, or approved by, the Australian Securities & Investments Commission and the Australian Securities & Investments Commission takes no responsibility for the contents of this Circular or for the merits of the transactions to which this Circular relates.

This Circular should be read as a whole and in conjunction with the enclosed Form of Proxy. Definitions for capitalised terms used in this Circular are set out in Part XIII (Definitions and Glossary) of this Circular.

This Circular has been prepared solely in connection with the Demerger and the Share Consolidation. For information concerning the AAP UK Admission, including the risks relevant to the business of AAP, the AAP UK Admission, the AAP Shares and the AAP Group, please refer to the AAP Prospectus published on or around the date of this Circular. The Company is not liable and accepts no responsibility for the AAP Prospectus, which is a document produced and published by AAP.

Your attention is drawn to the letter from the Chair of Anglo American which is set out in Part I (Letter from the Chair of Anglo American) of this Circular and which contains the recommendation of the Directors that you vote in favour of the Demerger Resolution to be proposed at the General Meeting referred to below, together with a discussion of certain risk factors that Anglo American Shareholders should consider carefully when deciding whether or not to vote in favour of the Demerger Resolution to be proposed at the General Meeting.

Notice of the General Meeting is set out in Part XIV (Notice of General Meeting) of this Circular. The General Meeting will be formally held at The Mermaid London, Puddle Dock, London EC4V 3DB on Wednesday, 30 April 2025. This is the same venue and the same date as the Company's AGM. The General Meeting will start at 13:00 (or as soon thereafter as the AGM shall have concluded or been adjourned). In line with the AGM, certain electronic facilities will be put in place, by way of a webcast and online question platforms to allow Anglo American Shareholders to see and hear the proceedings of the General Meeting and to ask questions. Further details on how to access the webcast and how Anglo American Shareholders can submit their questions in advance are set out in Part II (Actions to be taken) of this Circular. Additional details on how to access the General Meeting virtually are contained in Appendix I to the Notice of General Meeting set out at the end of this Circular and the enclosed online meeting guide.

The actions to be taken in respect of the General Meeting are set out in Part II (Actions to be taken) of this Circular. A Form of Proxy for use by Anglo American Shareholders in connection with the General Meeting is enclosed with this Circular. In addition, CREST members may use the CREST electronic proxy appointment service. Details of the CREST electronic appointment method are found in the Notice of General Meeting set out at the end of this Circular.

Capitalised terms have the meaning ascribed to them in Part XIII (Definitions and Glossary) of this Circular.

This Circular is dated 8 April 2025.

TABLE OF CONTENTS PAGE

GENERAL INFORMATION 4 PART I LETTER FROM THE CHAIR OF ANGLO AMERICAN 6 PART II ACTIONS TO BE TAKEN 12 PART III INDICATIVE TIMETABLE OF PRINCIPAL EVENTS 15 PART IV INFORMATION ON THE DEMERGER AND SHARE CONSOLIDATION 17 PART V SHAREHOLDER PARTICIPATION IN THE DEMERGER 31 PART VI RISK FACTORS 45 PART VII PRO FORMA FINANCIAL INFORMATION AND IMPACT OF THE DEMERGER ON SELECTED INCOME STATEMENT AND CASH FLOW METRICS 49 PART VIII INFORMATION ON AAP 53 PART IX FINANCIAL INFORMATION ON AAP 54 PART X TAXATION 57 PART XI EXCHANGE CONTROL REGULATIONS 64 PART XII ADDITIONAL INFORMATION 67 PART XIII DEFINITIONS AND GLOSSARY 68 PART XIV NOTICE OF GENERAL MEETING 75 APPENDIX I USER GUIDE TO ACCESS THE GENERAL MEETING VIRTUALLY 80 SCHEDULE I COMPUTERSHARE UK NOMINEE SERVICE TERMS AND CONDITIONS 81

GENERAL INFORMATION

FORWARD-LOOKING STATEMENTS

This Circular may include certain forward-looking statements, beliefs or opinions, including statements with respect to the Anglo American Group's or the AAP Group's business, financial condition, results of operations, plans and objectives of management for future operations, prospects and projects. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms 'believes', 'estimates', 'plans', 'anticipates', 'targets', 'aims', 'continues', 'expects', 'intends', 'hopes', 'may', 'will', 'would', 'could' or 'should' or, in each case, their negative or other various or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These statements are made by the Directors in good faith based on the information available to them at the date of this Circular and reflect the Directors' beliefs and expectations. By their nature, these statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, global economic and business conditions, changes in regulation and government policies, competition and industry trends, political and economic uncertainty, spending and procurement methodologies, currency and interest rate fluctuations, a failure in the Anglo American Group's or the AAP Group's health, safety or environmental policies and other factors. Forward-looking statements should, therefore, be construed in light of such factors and undue reliance should not be placed on forward-looking statements.

No representation or warranty is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved. Forward-looking statements may, and often do, differ materially from actual results and even where actual results are consistent with the forward-looking statements in this Circular, such results may not be indicative of results in subsequent periods. Any forward-looking statements in this Circular speak only as of their respective dates, reflect the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Anglo American Group's or the AAP Group's operations and growth strategy. You should specifically consider the factors identified in this Circular which could cause actual results to differ before making any decision in relation to the Demerger Resolution. Subject to the requirements of the FCA, the LSE, the UK Listing Rules, the UK Disclosure Guidance and Transparency Rules and the UK Market Abuse Regulation or any other applicable law, Anglo American explicitly disclaims any obligation or undertaking publicly to release the result of any revisions to any forward-looking statements in this Circular that may occur due to any change in Anglo American's expectations or to reflect events or circumstances after the date of this Circular.

No statement in this Circular is or is intended to be a profit forecast or to imply that the earnings of Anglo American or AAP for the current or future financial years will necessarily match or exceed the historical or published earnings of Anglo American or AAP.

Any information contained in this Circular on the price at which shares or other securities in Anglo American or AAP have been bought or sold in the past and statements on the anticipated or estimated effects of the Demerger, the Share Consolidation and/or the Placings on the Anglo American share price, or on the yield on such shares or other securities, should not be relied upon as a guide or guarantee to future performance.

None of the forward-looking statements contained in this Circular have been reviewed or reported on by external auditors or other experts of Anglo American or AAP.

PUBLICATION ON WEBSITE AND AVAILABILITY OF HARD COPIES

A copy of this Circular is and will be available for inspection on Anglo American's website at https://www.angloamerican.com/investors/anglo-american-platinum-demerger from the time this Circular is published until the conclusion of the General Meeting.

In particular, information on or accessible through Anglo American's website at www.angloamerican.com and through AAP's website at www.angloamericanplatinum.com does not form part of and is not incorporated into this Circular, unless specifically stated otherwise.

You may request a hard copy of this Circular by contacting the relevant Registrars, of which details are set out below:

UK Registrar, Equiniti Limited, between 08:30 and 17:30, Monday to Friday (excluding English and Welsh public holidays), on +44 333 207 6534 (calls from outside the UK will be charged at the applicable international rate). For deaf and speech impaired shareholders, we welcome calls via Relay UK. Please see www.relayuk.bt.com for more information. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that no advice on the Proposals or its merits, nor any legal, taxation or financial advice, can be given. You may also request a hard copy of this Circular by writing to Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, with your full name and the full address to which the hard copy may be sent.

SA Transfer Secretary, Computershare Investor Services (Pty) Limited, at Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg, 2196 South Africa, or between 08:00 and 16:30 (South Africa time), Monday to Friday (excluding South African public holidays), on +27 (0) 11 370 5000, with your full name and the full address to which the hard copy may be sent (calls may be recorded and monitored for training and security purposes).

Botswana Transfer Secretaries, Central Securities Depository Botswana (PTY) LTD, at Plot 70667, Fairscape Precinct, Fairgrounds, Gaborone, Botswana, or between 08:00 and 17:00 (Botswana time), Monday to Friday (excluding Botswanan public holidays), on +267 3674400 / 11 / 12, with your full name and the full address to which the hard copy may be sent (calls may be recorded and monitored for training and security purposes).

ROUNDING AND CURRENCIES

Percentages in tables may have been rounded and accordingly may not add up to 100%. Certain financial data has been rounded and, as a result of this rounding, the totals of data presented in this Circular may vary slightly from the actual arithmetic totals of such data.

References to '£' or 'GBP' or 'Sterling' are to the lawful currency of the United Kingdom.

References to '\$', 'USD', 'US dollars' or 'US cents' are to the lawful currency of the United States of America.

References to 'R', 'Rand', 'ZAR' or 'cents' are to the lawful currency of the Republic of South Africa.

References to 'ZWG' are to the lawful currency of Zimbabwe.

REFERENCES TO TIME

All references to time in this Circular are to London (UK time) unless otherwise stated.

PART I LETTER FROM THE CHAIR OF ANGLO AMERICAN

(incorporated in England and Wales with registered number 03564138)

Registered office: 17 Charterhouse Street London EC1N 6RA

8 April 2025

Dear Anglo American Shareholder

Recommended Proposals for the Demerger of Anglo American Platinum Limited and the Share Consolidation of Anglo American

1 Introduction

Anglo American is a leading global mining company that will be focused predominantly on the responsible production of copper, premium iron ore and crop nutrients – future-enabling products that are essential for decarbonising the global economy, improving living standards, and food security. Anglo American's portfolio of world-class operations and outstanding resource endowments offers value-accretive growth potential across all three businesses, positioning Anglo American to deliver into structurally attractive major demand growth trends.

On 14 May 2024, Anglo American set out a clear, compelling and decisive plan to unlock significant value from its portfolio by accelerating delivery against its strategic priorities of operational excellence, portfolio simplification and growth. One of the key elements of the portfolio simplification is the proposed demerger of the Anglo American Group's interest in Anglo American Platinum Limited ("AAP"). AAP is a South African domiciled and tax resident producer of platinum group metals. AAP is listed and traded on the JSE, with a market capitalisation of R 152.8 billion as at the Latest Practicable Date.

The Anglo American Group currently holds 176,977,151 AAP Shares, representing a c.66.7% shareholding in AAP. The Demerger will be implemented by the transfer of 136,262,382 AAP Shares to Qualifying Shareholders. As announced by Anglo American on 17 February 2025, an interest of approximately 19.9% of the total issued ordinary share capital of AAP (excluding AAP's treasury shares) is being retained following the Demerger (the "Retained Interest"),1 which Anglo American intends to exit responsibly over time.

In connection with the Demerger, it is proposed that AAP:

be renamed Valterra Platinum Limited, subject to approval by AAP Shareholders at the annual general meeting of AAP on Thursday, 8 May 2025; and
obtain a secondary listing in the UK, through admission to trading on the equity shares (international commercial companies secondary listing) listing category of the FCA's Official List and admission to trading on the LSE's main market for listed securities.

In connection with the Demerger, it is also proposed that Anglo American will consolidate (or consolidate and sub-divide) its existing issued share capital in order to reduce the total number of Anglo American Shares in issue (while increasing the nominal value of such shares) with the intention of maintaining broad comparability between Anglo American's share price before and after the Demerger.

This Circular:

(a) provides full details of the proposals to implement the Demerger and certain related steps, including the Share Consolidation (the "Proposals"), which are the subject of the Demerger Resolution;
(b) seeks your support to vote in favour of the Demerger Resolution; and
(c) explains the reasons why the Anglo American Board unanimously supports and recommends that you vote in favour of the Demerger Resolution.

¹ The Retained Interest will comprise of: (i) approximately 15.51% held by Anglo American International; and (ii) approximately 4.38% held by, collectively, Epoch Investment Holdings (RF) Proprietary Limited, Epoch Two Investment Holdings (RF) Proprietary Limited and Tarl Investment Holdings (RF) Proprietary Limited (the "Investment Companies", and together with Anglo American International, the "Retained Interest Shareholders"), as more fully described in paragraph 2.5 of Part IV (Information on the Demerger and Share Consolidation) of this Circular.

The Demerger Resolution requires the approval of Anglo American Shareholders through a vote at the General Meeting to be held at 13:00 (UK time) on Wednesday, 30 April 2025 (or as soon thereafter as the AGM shall have concluded or been adjourned).

Details of the specific actions you need to take to vote on the Demerger Resolution can be found in Part II (Actions to be taken) of this Circular.

The Demerger Shares will be transferred to Qualifying Shareholders through the Demerger in accordance with, and subject to, the terms set out in Part V (Shareholder Participation in the Demerger) of this Circular.

If the Proposals are approved and implemented, Qualifying Shareholders will receive 110 AAP Shares for every 1,075 Anglo American Shares that they hold at the Demerger Record Time.2 Subject to any changes as a result of the Share Consolidation, Anglo American Shareholders will retain their existing shareholding in Anglo American.

If Anglo American Shareholders sell or otherwise transfer all of their Anglo American Shares before the Demerger Record Time, they will not receive any AAP Shares. If Small UK Certificated Shareholders elect to participate in the UK Certificated Share Sale Option, they will not receive AAP Shares.

If the Demerger Resolution is approved by Anglo American Shareholders at the General Meeting, the Demerger is expected to take effect at 23:59 (UK time) on Saturday, 31 May 2025, the Share Consolidation is expected to take effect at 00:01 (UK time) on Sunday, 1 June 2025 and the AAP UK Admission is expected to take place at 08:00 (UK time) on Monday, 2 June 2025.

Further details on AAP and the AAP UK Admission are set out in the AAP Prospectus published on or around the date of this Circular by AAP.

2 Background to and reasons for and effects of the Demerger

2.1 Background to and overview of the Demerger

On 14 May 2024, Anglo American announced a clear, compelling and decisive plan to unlock significant value from its portfolio and accelerate delivery against its strategic priorities of operational excellence, portfolio simplification and growth. One of the key parts of that plan was the intended separation of the Anglo American Group and AAP. The Demerger represents the conclusion of that separation process and ensures that AAP is separated from the Anglo American Group in a responsible and orderly way to optimise value for both Anglo American Shareholders and AAP Shareholders.

Since announcing its plans to separate from AAP, the Anglo American Group has undertaken two accelerated bookbuild offerings of AAP Shares resulting in the sale, in aggregate, of approximately 11.9% of the total issued share capital of AAP (the "Placings"). In addition to raising cash proceeds for the Anglo American Group and so strengthening the Anglo American Group's balance sheet, the Placings increased the free float of AAP by more than 50%, broadening AAP's shareholder base and reducing the number of AAP Shares to be distributed to Qualifying Shareholders through the Demerger by more than 40%. As a result, the Placings should help mitigate the risks of market disruption to AAP Shares following the Demerger.

On 17 February 2025, Anglo American announced that, consistent with its commitment to deliver a responsible demerger, an interest of approximately 19.9% in the total issued ordinary share capital of AAP (excluding AAP's treasury shares) will be retained in AAP in order to help manage flowback by reducing the absolute size of the shareholding in AAP that will be demerged.

Consistent with Anglo American's previously stated objective of exiting its position in AAP in a responsible manner over time, the Retained Interest Shareholders do not intend to sell any AAP Shares in the first 90 calendar days following the date on which the Demerger Effective Time falls, with the exception of any sale required to maintain (and not exceed) the approximate 19.9% interest to be held by the Retained Interest Shareholders in the total issued ordinary share capital of AAP (excluding AAP's treasury shares) following the Demerger Effective Time.

As part of the separation process and ahead of the Demerger, on 17 March 2025, the Anglo American Group's three nominee directors on the AAP Board (Matt Daley, Themba Mkhwanazi and Nolitha Fakude) stepped down as non-executive directors of AAP with effect from 19 March 2025. The Anglo American Group will therefore no longer have any representation on the AAP Board following the Demerger.

The Anglo American Board considers that AAP is well positioned for attractive demand fundamentals with its industry-leading resource endowment and expertise across the PGM value chain. Following the Demerger, the AAP Board and management will have further focus on maximising this potential and Qualifying Shareholders will be able to participate in this directly following the Demerger as AAP Shareholders.

² Taking into account the 5,922,814 Anglo American Shares for which the right to receive a dividend has been waived as at the Latest Practicable Date, this ratio assumes 1,331,655,099 Anglo American Shares will be held by Qualifying Shareholders at the Demerger Record Time.

2.2 Benefits of the Demerger to Anglo American

The Demerger is an important part of the plan that Anglo American announced in May 2024 to accelerate delivery against its key strategic priorities. The Anglo American Board believes that this will enhance value delivery for Anglo American Shareholders over time.

This will be achieved by simplifying the Anglo American Group's structure and portfolio; improving focus, agility and accountability with streamlined governance structures; reducing costs; and improving value transparency from the simplified portfolio of high quality assets focused on copper, premium iron ore and crop nutrients that are very well positioned to benefit from long-term structural supply and demand trends.

2.3 Benefits of the Demerger to AAP

AAP is one of the world's leading primary producers of PGMs and, in the financial year ended 31 December 2024 ("FY24"), accounted for approximately 33% of global platinum production, 19% of global palladium production and 35% of global rhodium production. AAP provides a complete resource-to-market service and supplies its network of global customers with a range of responsibly mined, refined and traded products. AAP's main products are PGMs, co-products from its PGM mining operations, such as gold and select base metals (for example, nickel, cobalt, chromite, copper and cobalt sulphate) and sodium sulphate as a byproduct. AAP operates in two regions: (i) the PGM-rich Bushveld complex in South Africa; and (ii) the Great Dyke region in Zimbabwe.

The Demerger will result in AAP being a fully independent company with a well diversified shareholder base. Following the Demerger, the AAP Board and management can therefore enhance the focus of strategy, commercial capabilities and capital allocation to optimise the returns from its leading position in PGMs. AAP is strongly positioned to do so with its industry-leading resource endowment and its high-quality and long-life asset base, combined with the benefits of its integrated PGM value chain. These qualities help to create resilience in the face of challenging market conditions as have recently been experienced in PGM markets, as well as upside potential on a market recovery.

AAP has a well established existing listing on the JSE, which will be enhanced by the AAP UK Admission. In conjunction with the Demerger, which will result in a significantly higher free float and liquidity, the AAP UK Admission will provide AAP with a much broader investor base and presence across global capital markets.

Although AAP already has well established governance and capabilities as a separately listed company, the Anglo American Group currently provides certain central services and functions to AAP. The Anglo American and AAP teams have therefore worked together in order to transfer relevant capabilities or otherwise put in place other arrangements, including some transitional services, in advance of the Demerger. This should ensure that there is no disruption in relation to core technical and functional skills. Further information on the transitional arrangements being put in place in connection with the Demerger are set out in Part IV (Information on the Demerger and Share Consolidation) of this Circular.

2.4 Benefits of the Demerger for Anglo American Shareholders

The Anglo American Board believes that there are significant potential benefits to Anglo American Shareholders from the Demerger. This includes the enhanced ability of Anglo American to deliver value over time as a result of a simpler, focused portfolio and more efficient and effective organisation. Anglo American Shareholders will also receive shares (or interests in shares) in AAP, which gives them direct participation in a fully independent AAP which will have full autonomy to maximise its potential as one of the world's leading primary producers of PGMs.

As c.73% of Anglo American Shares are held on the UK Register as at the Latest Practicable Date, Anglo American Shareholders will benefit from the AAP UK Admission, as this helps facilitate the retention and trading of AAP Shares in the UK by Anglo American Shareholders who hold Anglo American Shares (or interests in such shares) on the UK Register.

Further details on how Anglo American Shareholders will receive Demerger Shares (or a beneficial entitlement to Demerger Shares) and the way in which AAP Shares can be traded following the Demerger are set out in Part V (Shareholder Participation in the Demerger) of this Circular.

3 Details of the Demerger

3.1 Principal terms of the Demerger

The overall effect of the Demerger is to transfer the Demerger Shares to Qualifying Shareholders and for the AAP Shares to be admitted to listing on the International Secondary Category of the FCA's Official List and admitted to trading on the LSE's main market for listed securities.

The Demerger will be structured as a distribution in specie of a receivable equal to the market value of the Demerger Shares (denominated in Rand and based on the JSE price of an AAP Share as at 17:00 (South Africa time) on Friday, 30 May 2025) by Anglo American to Qualifying Shareholders, including to Qualifying Shareholders in the United States (the "Demerger Distribution"). Following completion of the Demerger, the Demerger Shares (or a beneficial interest in the Demerger Shares) will be held by Qualifying Shareholders. Each Anglo American Shareholder will also retain their existing shareholding in Anglo American (subject to any changes as a result of the Share Consolidation).

The Demerger Effective Time is expected to be 23:59 (UK time) on Saturday, 31 May 2025. At this time, Anglo American International will transfer the Demerger Shares to Qualifying Shareholders, including to Qualifying Shareholders in the United States, pursuant to the Demerger Distribution, as described above.

3.2 Listing and index inclusion

AAP is incorporated in South Africa and the AAP Shares are already admitted to listing and to trading on the main board of the JSE. The AAP Shares will remain listed and traded on the JSE following the AAP UK Admission.

As with all companies listed on the International Secondary Category of the FCA's Official List, following admission to the International Secondary Category, AAP will not be eligible for inclusion in the FTSE UK Index series under the current rules and policies of FTSE Russell. Further details on the AAP UK Admission are set out in the AAP Prospectus published on or around the date of this Circular by AAP.

3.3 Conditions to the Demerger

The Demerger is subject to the satisfaction (or, where applicable, waiver) of the conditions set out in paragraph 3 of Part IV (Information on the Demerger and Share Consolidation) of this Circular.

The Directors will not take the necessary steps to implement the Demerger unless and until these conditions have been or will be satisfied (or, where applicable, waived) and, at the relevant time, the Directors consider that it continues to be in the best interests of the Anglo American Shareholders that the Demerger be implemented in accordance with the timetable outlined in Part III (Indicative Timetable of Principal Events) of this Circular.

4. Details of the Share Consolidation

In connection with the Demerger, it is proposed that Anglo American will consolidate (or consolidate and subdivide) its existing issued share capital in order to reduce the total number of Anglo American Shares in issue (while increasing the nominal value of such shares) with the intention of maintaining broad comparability between Anglo American's share price before and after the Demerger.

The Share Consolidation should enable Anglo American's share price and per share metrics to be more readily comparable to previous financial periods and should preserve (as far as reasonably possible) the value of options and awards granted under the Anglo American Share Plans, avoiding the need for any specific adjustments to the numbers and/or exercise price of options and awards under those plans.

The Share Consolidation is expected to take place on Sunday, 1 June 2025. It is expected that admission and dealings in the New Anglo American Shares on the LSE will commence at 08:00 (UK time), on the JSE at 09:00 (South Africa time) and on the BSE at 10:00 (Botswana time), on Monday, 2 June 2025.

As at the Latest Practicable Date, the ratio for the Share Consolidation cannot be fixed as it will depend on fluctuations in the volume and price of trading of the Anglo American Shares and the AAP Shares prior to the Demerger Effective Time. The ratio for the Share Consolidation is expected to be determined by the Directors on or around Monday, 19 May 2025. Once determined, the ratio for the Share Consolidation will be announced by Anglo American via RNS and SENS. The ratio for the Share Consolidation will primarily be determined by using the relative volume weighted average share price of trading in USD of the Anglo American Shares and the AAP Shares for the three months up to and excluding the date on which the ratio will be announced (the "VWAP Period"), together with an appropriate adjustment for the AAP Additional Dividend.

In determining the ratio for the Share Consolidation, the Directors may make necessary adjustments to this calculation methodology as required to avoid an overly complex ratio, fractional entitlements that may arise following the Share Consolidation or other issues that may result from such Share Consolidation.

Any holding of Anglo American Shares which is not exactly divisible by the consolidation ratio (once determined) will result in the number of New Anglo American Shares to be received being rounded down to the nearest whole number. Any fractional entitlements to New Anglo American Shares will be aggregated with those from other Anglo American Shareholders, sold in the open market as soon as practicable and at the best price reasonably obtainable, and the net proceeds (following the deduction of any sale or currency exchange costs or commissions being deducted) will be paid to each relevant Anglo American Shareholder (or nominee, as the case may be) according to their entitlement. Further information on the cash payment due to an Anglo American Shareholder in respect of their fractional entitlements is set out in paragraph 5.2 of Part IV (Information on the Demerger and Share Consolidation) of this Circular.

Further information on the Share Consolidation (including the impact of the Share Consolidation on Anglo American Shareholders and on ADS Holders, together with the treatment of fractional entitlements and how the share consolidation ratio will be determined) is set out in paragraph 5 of Part IV (Information on the Demerger and Share Consolidation) of this Circular.

A summary of the tax impact of the Share Consolidation is set out in Part X (Taxation) of this Circular.

5. Impact on Anglo American and Anglo American Shareholders

5.1 Impact on Anglo American

For the year ended 31 December 2024, AAP was a subsidiary of Anglo American and was therefore consolidated in the 2024 Annual Report and Accounts. The Demerger will have a dilutive effect on the Anglo American Group's assets and profits. Further details of the financial implications of the Demerger for Anglo American, including: (i) unaudited pro forma financial information prepared to illustrate the impact of the Demerger on the statement of assets and liabilities of the Anglo American Group as if the Demerger had taken place as at 31 December 2024; and (ii) a description of the impact of the Demerger on selected income statement and cash flow metrics of the Anglo American Group as if the Demerger had occurred on 1 January 2024, is set out in Part VII (Pro Forma Financial Information and Impact of the Demerger on Selected Income Statement and Cash Flow Metrics) of this Circular. However, as set out in paragraph 2.2 above, the Anglo American Board considers that the Demerger will enhance value delivery for Anglo American Shareholders over time.

5.2 Impact on Anglo American Shareholders

Following the implementation of the Demerger, Qualifying Shareholders will receive 110 AAP Shares for every 1,075 Anglo American Shares that they hold at the Demerger Record Time.3 Subject to any changes as a result of the Share Consolidation, Anglo American Shareholders will retain their existing shareholding in Anglo American. As a result of the Demerger, Qualifying Shareholders will hold shares in two publicly listed companies which the Anglo American Board considers will have benefits for Anglo American Shareholders as described in paragraph 2.4 above.

The UK Certificated Share Sale Option is available to Small UK Certificated Shareholders, being Qualifying Shareholders on the UK Register who hold Anglo American Shares in Certificated form with addresses in the UK, Isle of Man or Channel Islands, and whose holdings of Anglo American Shares does not exceed the Small UK Certificated Shareholder Threshold (being an aggregate holding of 4,000 or fewer Anglo American Shares) as at the Demerger Record Time. The UK Certificated Share Sale Option will allow Small UK Certificated Shareholders to elect to have all of the Demerger Shares to which they are entitled upon completion of the Demerger sold on their behalf and the cash proceeds in GBP paid to them pro rata instead. A detailed description of the UK Certificated Share Sale Option available to Small UK Certificated Shareholders is set out in Paragraph 4 of Part IV (Information on the Demerger and Share Consolidation) of this Circular.

Information in relation to certain tax considerations and tax consequences of the Demerger relevant to Anglo American Shareholders who are resident for tax purposes in the UK, South Africa and the United States is contained in Part X (Taxation) of this Circular.

6 Actions to be taken

The actions required from Anglo American Shareholders in relation to the General Meeting are set out in Part II (Actions to be taken) of this Circular.

7 Additional information

Anglo American Shareholders should read the whole of this Circular and not rely solely on information summarised in this letter.

7.1 Risk Factors

Your attention is drawn to the risk factors set out in Part VI (Risk Factors) of this Circular. Anglo American Shareholders should consider fully and carefully the risk factors relating to the Demerger, AAP and the AAP Shares, some of which Anglo American Shareholders are already exposed to as a result of their current shareholding in Anglo American.

7.2 Description of the Proposals

A detailed description of the Demerger and the Share Consolidation is set out in Part IV (Information on the Demerger and Share Consolidation) of this Circular.

³ Taking into account the 5,922,814 Anglo American Shares for which the right to receive a dividend has been waived as at the Latest Practicable Date, this ratio assumes 1,331,655,099 Anglo American Shares will be held by Qualifying Shareholders at the Demerger Record Time.

7.3 AAP Prospectus

AAP has today published the AAP Prospectus, which is available on AAP's website at https://www.angloamericanplatinum.com/investors/demerger. Alternatively, Anglo American Shareholders may, subject to applicable securities laws, request a copy of the AAP Prospectus by telephoning the Helpline.

7.4 Overseas Shareholders

This Circular does not constitute or form part of any offer or invitation to purchase, subscribe for, sell or issue, or any solicitation of any offer to purchase, subscribe for, sell or issue, Anglo American Shares, AAP Shares or any other securities in Anglo American or AAP, or any member of their respective corporate groups.

Please refer to paragraph 9.1 of Part IV (Information on the Demerger and Share Consolidation) of this Circular for a detailed description of the implications of the Demerger for Overseas Shareholders.

7.5 Separation Arrangements

A description of the separation arrangements in connection with the Demerger between the Anglo American Group and the AAP Group is set out in paragraph 6 of Part IV (Information on the Demerger and Share Consolidation) of this Circular.

7.6 Settlement of Demerger Shares

Settlement of the transfer of the Demerger Shares to which any Anglo American Shareholder is entitled under the Demerger will be effected in the manner set out in Part V (Shareholder Participation in the Demerger) of this Circular. This section sets out the way in which Anglo American Shareholders will receive Demerger Shares (or a beneficial entitlement to Demerger Shares), including fractional entitlements, and the way in which AAP Shares can be traded and settled on the relevant stock exchange following the Demerger and the AAP UK Admission. As such, Part V (Shareholder Participation in the Demerger) of this Circular is important and requires your particular attention.

7.7 Fractional Entitlements to Demerger Shares and New Anglo American Shares

Where individual fractional entitlements to Demerger Shares and New Anglo American Shares arise on the Demerger, the relevant Qualifying Shareholder will be entitled to receive net proceeds (following the deduction of any sale or currency exchange costs or commissions being deducted) pro rata to their fractional entitlement, as is more fully described in paragraphs 2.2 and 5.2 of Part IV (Information on the Demerger and Share Consolidation) and Part V (Shareholder Participation in the Demerger) of this Circular.

8 Approvals

Anglo American Shareholder approval for the Proposals will be sought at the General Meeting.

The Proposals can only be finalised if the Demerger Resolution receives sufficient support from Anglo American Shareholders at the General Meeting.

The General Meeting will be held on the same day (Wednesday, 30 April 2025) and at the same venue (The Mermaid London, Puddle Dock, London EC4V 3DB) as the AGM. Anglo American Shareholders attending the AGM are encouraged to remain in the venue in order to attend the General Meeting and to vote on the Demerger Resolution.

The General Meeting will be held on Wednesday, 30 April 2025, at 13:00 (UK time) or, if later, immediately following the conclusion or adjournment of the AGM. The notice convening the General Meeting is set out in Part XIV (Notice of General Meeting) of this Circular.

Further details on the arrangements in respect of the General Meeting are set out in Part II (Actions to be taken) of this Circular.

9 Board recommendation

The Anglo American Board unanimously considers the Proposals to be in the best interests of Anglo American and Anglo American Shareholders as a whole and recommends that you vote in favour of the Demerger Resolution to be proposed at the General Meeting, as the members of the Anglo American Board intend to do in respect of their own beneficial holdings, by completing, signing and returning the Form of Proxy as soon as possible and, in any event, by no later than 13:00 (UK time) on Monday, 28 April 2025.

Yours faithfully

Stuart Chambers

Chair of Anglo American

PART II ACTIONS TO BE TAKEN

What you need to do in respect of the General Meeting:

1 Read this Circular in full

You should read this Circular in full before making any decision on how to vote on the Demerger Resolution at the General Meeting. This Circular sets out the background to, reasons for and risks of the Proposals.

If you are a participant in any of the Anglo American Share Plans, you will be sent a separate letter explaining the implications of the Demerger for your awards and what action, if any, you need to take.

2 Consider, complete and return Form of Proxy

It is important that all Anglo American Shareholders cast their votes in respect of the business of the General Meeting. Anglo American encourages all Anglo American Shareholders to complete and return the Form of Proxy appointing the Chair of the General Meeting, as proxy. This will ensure that your vote will be counted irrespective of attendance.

(a) Certificated and CREST

If you are an Anglo American Shareholder who holds Anglo American Shares in Certificated Form or through CREST and you have elected to receive a hard copy of documents from Anglo American, you will find enclosed a Form of Proxy, for use in connection with the General Meeting.

Anglo American Shareholders who are CREST members may use the CREST electronic proxy appointment service in accordance with the procedures set out in the Notice of General Meeting in Part XIV (Notice of General Meeting) of this Circular.

You are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon and as set out in the Notice of General Meeting in Part XIV (Notice of General Meeting) of this Circular.

Completed forms should be sent:

In the case of Anglo American Shareholders who hold Anglo American Shares in Certificated Form on the UK Register:

By post to: By post to: Equiniti Limited Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA

In the case of Anglo American Shareholders who hold Anglo American Shares in Certificated Form on the SA Register:

Computershare Investor Services (Pty) Limited Private Bag X9000, Saxonwold, 2132, South Africa

By hand to: Computershare Investor Services (Pty) Limited Rosebank Towers, 15 Biermann Avenue,

Rosebank, 2196 South Africa

Completed Forms of Proxy sent by post are sent at the risk of Anglo American Shareholders and Anglo American Shareholders should take note of postal delivery times so as to ensure that the Forms of Proxy are received by the SA Transfer Secretary and/or the UK Registrar (as the case may be) promptly.

If you hold your Anglo American Shares in Uncertificated Form through CREST, you may appoint a proxy using the CREST voting service in accordance with the procedures set out in the CREST Manual (please also refer to the notes for the Notice of General Meeting set out in Part XIV (Notice of General Meeting) of this Circular).

Proxy appointments, whether by Form of Proxy or through CREST (under CREST participant RA19), must be received by the UK Registrar by no later than 13:00 (UK time) on Monday, 28 April 2025 (or, in the case of an adjourned meeting, not less than 48 hours (excluding any part of a day that is not a business day) prior to the time and date set for the adjourned meeting).

Anglo American Shareholders wishing to vote at the AGM (to be held on the same day and at the same venue as the General Meeting) should refer to the separate AGM Notice of Meeting (dated 24 March 2025) in respect of voting arrangements for the AGM.

(b) Dematerialised Anglo American Shareholders on the SA Register

Anglo American Shareholders on the SA Register who have dematerialised their Anglo American Shares must NOT complete the Form of Proxy but instead must provide their South African CSDP or broker with their voting instructions. These instructions must be provided to the South African CSDP or broker by the cut-off time and date advised by the South African CSDP or broker for instructions of this nature. If your South African CSDP or broker does not obtain instructions from you, they will be obliged to act in terms of the mandate furnished to them by you.

(c) Dematerialised "own-name" Anglo American Shareholders on the SA Register

"Own-name" dematerialised Anglo American Shareholders are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon and as set out in the Notice of General Meeting in Part XIV (Notice of General Meeting) of this Circular. The completed Form of Proxy should be sent to the same addresses under paragraph (a) above as for Anglo American Shareholders who hold Anglo American Shares in Certificated Form on the SA Register.

(d) Dematerialised Anglo American Shareholders on the Botswana Register

Anglo American Shareholders on the Botswana Register who have dematerialised their Anglo American Shares are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon and as set out in the Notice of General Meeting in Part XIV (Notice of General Meeting) of this Circular. The completed Form of Proxy should be sent to the following address: Plot 70667, Fairscape Precinct, Fairgrounds, Gaborone, Botswana.

3 Further actions

Apart from completing and returning the Form of Proxy or giving voting instructions, you need not take any further action.

The Anglo American Board unanimously recommends that you vote in favour of the Demerger Resolution and urges you to complete, sign and return the Form of Proxy as soon as possible and, in any event, by no later than 13:00 (UK time) on Monday, 28 April 2025. Anglo American encourages all Anglo American Shareholders to complete and return the Form of Proxy appointing the Chair of the General Meeting as proxy.

4 Engagement at the General Meeting

To support equal engagement with Anglo American Shareholders attending in person and virtually, it is Anglo American's intention to broadcast the General Meeting via the Lumi platform and to enable questions relating to the Demerger Resolution to be raised or submitted in advance of and during the General Meeting both in person and virtually.

Further details on how to access the General Meeting virtually are set out in Appendix 1 of Part XIV (Notice of General Meeting) of this Circular. Anglo American Shareholders are encouraged to submit their questions in advance of the General Meeting by sending an email to [email protected] by no later than 13:00 on Monday, 28 April 2025. Additionally, the Lumi platform will enable you to ask questions during the meeting. Further details on how to ask a question virtually are set out in Appendix 1 of Part XIV (Notice of General Meeting) of this Circular. We will also facilitate questions being asked and responded to in Portuguese and Spanish. Anglo American Shareholders who wish to make use of this simultaneous translation service must register their questions in advance of the meeting to avoid causing delays during the meeting. If questions requiring translation are not registered in advance they must be asked in English, for the benefit of the majority of those at the meeting.

Anglo American would like to respond to as many Anglo American Shareholders' questions as possible in a way that aims to best recognise the interests of all Anglo American Shareholders. To assist with this, Anglo American ask that Anglo American Shareholders help us to facilitate access from as many Anglo American Shareholders as possible by limiting the number of questions and keeping your questions succinct, focused on and relevant to the business of the General Meeting.

5 Helpline

If you have any questions relating to this Circular or the completion and return of the Form of Proxy, please contact the relevant Registrar using the following contact details:

(a) UK Equiniti Limited (as UK Registrar) on telephone number: +44 333 207 6534;
(b) South Africa Computershare Investor Services (Pty) Limited (as SA Transfer Secretary) on telephone number: +27 (0) 11 370 5000; and
(c) Botswana Central Securities Depository Botswana (PTY) LTD (as Botswana Transfer Secretaries) on telephone number +267 3674400 / 11 / 12.

Lines are open Mondays to Fridays from 08:30 to 17:30 for the UK Registrar (for deaf and speech impaired shareholders, calls are welcomed via Relay UK. Please see www.relayuk.bt.com for more information), from 08:00 to 16:30 (South Africa time) for the SA Transfer Secretary, except on public holidays, and from 08:00 and 17:00 (Botswana time) for the Botswanan Transfer Secretaries, expect on public holidays. Please note that, for legal reasons, the Helpline cannot provide advice on the merits of the Proposals or give any legal, tax or financial advice. Calls will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.

6 Appointment of multiple proxies

You are entitled to appoint a proxy in respect of some or all of your Anglo American Shares. You are also entitled to appoint more than one proxy. A space has been included in the Form of Proxy to allow you to specify the number of Anglo American Shares in respect of which that proxy is appointed.

If you wish to appoint more than one proxy in respect of your Anglo American Shares, you should contact the relevant Registrar to obtain further Forms of Proxy. You may appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to a different Anglo American Share or Anglo American Shares held. The following principles shall apply in relation to the appointment of multiple proxies:

(a) Anglo American will give effect to the intentions of Anglo American Shareholders and include votes wherever and to the fullest extent possible.
(b) Where a proxy does not state the number of Anglo American Shares to which it applies (a "blank proxy"), then, subject to the following principles where more than one proxy is appointed, that proxy is deemed to have been appointed, in the case of registered Anglo American Shareholders, in relation to the total number of Anglo American Shares registered in the name of the appointing Anglo American Shareholder (the "Anglo American Shareholder's entire holding"). In the event of a conflict between a blank proxy and a proxy which does state the number of Anglo American Shares to which it applies, Anglo American shall deal with such conflict in a manner that it, in its absolute discretion, sees fit.
(c) Where there is more than one proxy appointed, and the total number of Anglo American Shares in respect of which proxies are appointed is no greater than the Anglo American Shareholder's entire holding, it is assumed that proxies are appointed in relation to different Anglo American Shares, rather than that conflicting appointments have been made in relation to the same Anglo American Shares. That is, there is only assumed to be a conflict where the aggregate number of Anglo American Shares in respect of which proxies have been appointed, exceeds the Anglo American Shareholder's entire holding.
(d) Subject to paragraph (b) above, when considering conflicting proxies, later proxies will prevail over earlier proxies and a later proxy will be determined on the basis of which proxy is the last sent (or, if Anglo American is unable to determine which is the last sent, the last received). Proxies in the same envelope will be treated as sent and received at the same time to minimise the number of conflicting proxies.
(e) If conflicting proxies are sent or received at the same time in respect of (or deemed to be in respect of) an Anglo American Shareholder's entire holding, none of them will be treated as valid.
(f) Where the aggregate number of Anglo American Shares (or beneficial entitlements thereto, as applicable) in respect of which proxies are appointed exceeds an Anglo American Shareholder's entire holding, and it is not possible to determine the order in which they were sent or received, Anglo American shall determine the number of votes attributed to each proxy form in its absolute discretion.
(g) Where the application of paragraph (f) above gives rise to fractions of Anglo American Shares, such fractions will be rounded down to the nearest whole Anglo American Share.
(h) In the event that an Anglo American Shareholder does not specifically revoke proxies, it will not be possible for Anglo American to determine the intentions of the Anglo American Shareholder in this regard. However, in light of the aim to include votes wherever and to the fullest extent possible, it will be assumed that earlier proxies should continue to apply to the fullest extent possible.

7 Further Information

PART III INDICATIVE TIMETABLE OF PRINCIPAL EVENTS

All dates and times are indicative only, are based on current expectations and are subject to change. If any of the dates and times below change, Anglo American will give notice of the change by issuing an announcement through a RNS and SENS announcement.

All references to time in this timetable are to London (UK time) unless otherwise stated. At the date of publication, London (UK time) is one hour behind South Africa time.

Principal events	Indicative time and/or date
Record date for Anglo American Shareholders to receive this Circular	Friday, 4 April 2025
Publication of this Circular and the AAP Prospectus	Tuesday, 8 April 2025
SENS declaration announcement released by Anglo American regarding the Demerger and the Share Consolidation	Tuesday, 8 April 2025
Last day to trade Anglo American Shares on the SA Register in order to participate in the General Meeting	Tuesday, 22 April 2025
Latest time and date for receipt of Form of Proxy for the General Meeting	13:00 on Monday, 28 April 20254
Latest time and date for appointing a proxy for the General Meeting by way of CREST Proxy Instruction	13:00 on Monday, 28 April 2025
Voting Record Time for Anglo American Shareholders in respect of the General Meeting	18:30 on Monday, 28 April 20254
Annual General Meeting	11:00 on Wednesday, 30 April 2025
General Meeting5	13:00 on Wednesday, 30 April 2025
Announcement of results of Annual General Meeting and General Meeting	Wednesday, 30 April 2025 (after the General Meeting)
SENS finalisation announcement regarding the Demerger and the Share Consolidation (including the ratio for the Share Consolidation)	By 11:00 (South Africa time) on Tuesday, 20 May 2025
Latest time and date for Equiniti to receive completed Form of Election from Small UK Certificated Shareholders participating in the UK Certificated Share Sale Option	13:00 on Thursday, 22 May 2025
Last date for transfers between the Registers in order to participate in the Demerger and the Share Consolidation6	Tuesday, 27 May 2025
Closing of the Anglo American ADS issuance and cancellation books7	Close of business (New York City time) on Thursday, 29 May 2025
Last date for Qualifying Shareholders to trade on the SA Register for Qualifying Shareholders to participate in the Demerger and Anglo American Shareholders to trade on the SA Register for Anglo American Shareholders to participate in the Share Consolidation	Friday, 30 May 2025
Demerger Record Time for determining entitlement to the Demerger Distribution	18:00 on Friday, 30 May 2025
Share Consolidation Record Time	18:00 on Friday, 30 May 2025
ADS Record Date for determining entitlement to the Demerger Distribution	Close of business (New York City time) on Friday, 30 May 2025
Demerger Distribution of Demerger Shares to Qualifying Shareholders (Demerger Effective Time)	23:59 on Saturday, 31 May 2025
Share Consolidation becomes effective	00:01 on Sunday, 1 June 2025

4 Monday, 28 April 2025 is a public holiday in South Africa.

5 General Meeting to commence at 13:00 or, if later, immediately after the conclusion or adjournment of the AGM.

6 This is the last date on which transfer instructions must have been received by the UK Registrar or the SA Transfer Secretary (as applicable) to process transfers between the Registers in order to participate in the Demerger and Share Consolidation. Any instructions received after this date will not be processed until transfers between the Registers re-open on Thursday, 5 June 2025.

⁷ The ADS Depositary will suspend the issuance and cancellation of Anglo American ADSs from close of business (New York City time) on Thursday, 29 May 2025 until open of business (New York City time) on a date to be determined, expected to be on or after Monday, 2 June 2025. During this time, it will not be possible to surrender Anglo American ADSs and receive underlying Anglo American Shares, or deposit Anglo American Shares and receive Anglo American ADSs. However, the closing of the issuance and cancellation books does not impact trading, and therefore trading of Anglo American ADSs may continue during this period.

Principal events	Indicative time and/or date
Admission of the AAP Shares to the FCA's Official List and to trading on the LSE's main market for listed securities and commencement of unconditional dealings in AAP Shares on the LSE	08:00 on Monday, 2 June 2025
Anglo American Admission and commencement of unconditional dealings in the New Anglo American Shares on the LSE under the new ISIN (GB00BTK05J60 and SEDOL: BTK05J6)	08:00 on Monday, 2 June 2025
Crediting of AAP DIs to CREST accounts and Computershare UK Nominee	As soon as possible after 08:00 on Monday, 2 June 2025
CREST accounts credited in respect of New Anglo American Shares in Uncertificated Form	As soon as possible after 08:00 on Monday, 2 June 2025
Anglo American Shares marked "ex" the entitlement to the Demerger Distribution and Share Consolidation on the JSE and LSE, removal of Anglo American Shares with the old ISIN and listing and commencement of dealings in entitlements to the New Anglo American Shares (under the new consolidated share capital structure) on the JSE under the new ISIN8 (GB00BTK05J60 and SEDOL: BTK05J6)	Monday, 2 June 2025
Qualifying Shareholders on the SA Register entitled to participate in the Demerger entitled to trade in entitlements to AAP Shares pursuant to the Demerger Distribution on the JSE	Monday, 2 June 2025
SENS announcement confirming the cash proceeds payable in respect of fractional entitlements arising from the Demerger and Share Consolidation	By 11:00 (South Africa time) on Tuesday, 3 June 2025
Record date for JSE settlement and administrative purposes for: (i) Demerger in respect of Qualifying Shareholders on the SA Register; and (ii) Share Consolidation in respect of Anglo American Shareholders on the SA Register	Wednesday, 4 June 2025
Crediting of South African CSDP or broker accounts of dematerialised holders with AAP Shares pursuant to the Demerger and crediting of the Computershare SA Nominee with entitlements of Certificated holders to AAP Shares pursuant to the Demerger	09:00 (South Africa time) on Thursday, 5 June 2025
Crediting of South African CSDP or broker accounts of dematerialised Anglo American holders with New Anglo American Shares pursuant to the Share Consolidation and crediting of the Computershare SA Nominee with entitlements of Certificated holders to New Anglo American Shares pursuant to the Share Consolidation	Thursday, 5 June 2025
Transfers between the Registers by Anglo American Shareholders re-opened	Thursday, 5 June 2025
Crediting of cash proceeds in respect of fractional entitlements arising from the Demerger and the Share Consolidation to CREST accounts and to CSDP or broker accounts in the Strate System	No later than Friday, 13 June 2025
Despatch of share certificates for AAP Shares and New Anglo American Shares and payment advices in respect of fractional entitlements arising from the Demerger and the Share Consolidation (where applicable)	No later than Friday, 13 June 2025
Latest date for despatch of cheques to Small UK Certificated Shareholders who have elected to participate in the UK Certificated Share Sale Option	Within 10 business days of completion of the relevant sale

⁸ Share certificates in respect of Anglo American Shares on the SA Register may not be dematerialised or rematerialised between Monday, 2 June 2025 and Thursday, 5 June 2025, both dates inclusive.

PART IV INFORMATION ON THE DEMERGER AND SHARE CONSOLIDATION

1 Introduction

Your attention is drawn to the letter from the Chair of Anglo American in Part I (Letter from the Chair of Anglo American) of this Circular, which outlines the reasons for the Proposals and contains the unanimous recommendation of the Anglo American Board to vote in favour of the Demerger Resolution to be proposed at the General Meeting. The Notice of General Meeting at which the Demerger Resolution will be proposed is set out in Part XIV (Notice of General Meeting) of this Circular.

The Proposals require Anglo American Shareholder approval.

The General Meeting to approve the Proposals will be held on Wednesday, 30 April 2025 following the AGM and at the same venue. If the Demerger Resolution is approved by Anglo American Shareholders at the General Meeting: (i) the Demerger is expected to take effect at 23:59 on Saturday, 31 May 2025; (ii) the Share Consolidation is expected to take effect at 00:01 on Sunday, 1 June 2025; and (iii) admission of the AAP Shares to the International Secondary Category of the FCA's Official List is expected to take place at 08:00 on Monday, 2 June 2025.

2 Details of the Demerger

2.1 Overview of the Demerger

The Demerger will be implemented through the Demerger Distribution. The Demerger Distribution comprises a distribution in specie of a receivable equal to the market value of the Demerger Shares (denominated in Rand and based on the JSE price of an AAP Share as at 17:00 (South Africa time) on Friday, 30 May 2025) by Anglo American to Qualifying Shareholders, including to Qualifying Shareholders in the United States. Such Demerger Distribution will immediately be satisfied by Anglo American in full by procuring the transfer of the Demerger Shares by Anglo American International to Qualifying Shareholders. As a result of the Demerger Distribution, Qualifying Shareholders will ultimately receive Demerger Shares (or a beneficial entitlement to Demerger Shares) in Certificated Form, in a CREST account or South African CSDP account (or through nominee arrangements) depending on how they hold their Anglo American Shares as at the Demerger Record Time. If Small UK Certificated Shareholders elect to participate in the UK Certificated Share Sale Option, their Demerger Shares will be sold on their behalf and they will receive a cash payment. Such Demerger Shares will be transferred instead to Equiniti Financial Services Limited, or their nominee, for sale.

Further details on how Qualifying Shareholders will receive Demerger Shares (or a beneficial entitlement to Demerger Shares) are set out in Part V (Shareholder Participation in the Demerger) of this Circular.

Following completion of the Demerger and as a result of the Demerger Distribution, the Demerger Shares (or a beneficial interest in the Demerger Shares) will be held by, or will be held on behalf of, Qualifying Shareholders. Each Anglo American Shareholder will also retain their existing shareholding in Anglo American (save for those Anglo American Shareholders who, as a result of the Share Consolidation, will be entitled to receive less than one New Anglo American Share and will therefore only receive a cash payment in respect of their fractional entitlement to a New Anglo American Share, as more fully described in paragraph 5.2 of this Part IV (Information on the Demerger and Share Consolidation)). The Retained Interest Shareholders will also hold the Retained Interest, as more fully described in paragraph 2.5 of this Part IV (Information on the Demerger and Share Consolidation).

The Demerger Record Time is expected to be 18:00 (UK time) on Friday, 30 May 2025 for Qualifying Shareholders on the UK Register, 19:00 (South Africa time) on Friday, 30 May 2025 for Qualifying Shareholders on the SA Register, and 19:00 (Botswana time) on Friday, 30 May 2025 for Qualifying Shareholders on the Botswana Register. Qualifying Shareholders, including Qualifying Shareholders in the United States, on the Register at the relevant time will participate in the Demerger. The Demerger Effective Time is expected to be 23:59 (UK time) on Saturday, 31 May 2025. At this time, Anglo American International will transfer the Demerger Shares to Qualifying Shareholders, including to Qualifying Shareholders in the United States, pursuant to the Demerger Distribution, as described above.

The Demerger Shares transferred to Qualifying Shareholders pursuant to the Demerger Distribution will rank pari passu in all respects, including for all dividends and other distributions (if any) declared, made or paid with the AAP Shares in the authorised share capital of AAP.

If Anglo American Shareholders sell or otherwise transfer all of their Anglo American Shares before the Demerger Record Time, they will not receive any Demerger Shares (or interests therein). If Small UK Certificated Shareholders elect to participate in the UK Certificated Share Sale Option, their Demerger Shares will be sold on their behalf and they will receive a cash payment. Such Demerger Shares will be transferred instead to Equiniti Financial Services Limited, or their nominee, for sale.

ADS Holders as at the ADS Record Date will be entitled to receive newly issued AAP ADSs in connection with the Demerger. Please refer to paragraph 7 of Part V (Shareholder Participation in the Demerger) of this Circular for a detailed description of the implications of the Demerger for ADS Holders.

2.2 Fractional Entitlements

If the Proposals are approved and implemented, Qualifying Shareholders will receive 110 AAP Shares for every 1,075 Anglo American Shares that they hold at the Demerger Record Time.9

As a consequence of the above ratio, it is likely that entitlements to fractions of AAP Shares will arise. For example, if a Qualifying Shareholder holds 10 Anglo American Shares at the Demerger Record Time (expected to be 18:00 (UK time) on Friday, 30 May 2025), the Qualifying Shareholder will receive 1 AAP Share, plus an entitlement to a 0.0233 fraction of an AAP Share. Where individual fractional entitlements to AAP Shares arise on the Demerger, the number of AAP Shares to be received will be rounded down to the nearest whole number. Any fractional entitlements to AAP Shares will be aggregated with those from other Qualifying Shareholders, sold on the open market as soon as practicable and the relevant Qualifying Shareholder will be entitled to receive net proceeds (following the deduction of any sale or currency exchange costs or commissions being deducted) pro rata to their fractional entitlement, as is more fully described in Part V (Shareholder Participation in the Demerger) of this Circular.

2.3 Reorganisation

Prior to implementation of the Demerger, the Anglo American Group has undertaken an internal reorganisation of its shareholding in AAP (the "Reorganisation"). As a result, the entirety of the Anglo American Group's c.66.7% interest in AAP is now held by Anglo American International (a whollyowned subsidiary of Anglo American).

Therefore, the final steps of the Reorganisation, which will only be implemented if the requisite approvals, including approval of the Demerger Resolution by Anglo American Shareholders, are obtained, are as follows:

2.3.1 the declaration of a dividend (and creation of a dividend receivable) by Anglo American International to its parent, Anglo American Overseas, of an amount equal to the market value of the Demerger Shares (denominated in Rand and based on the JSE price of an AAP Share as at 17:00 (South Africa time) on Friday, 30 May 2025); and
2.3.2 a series of distributions in specie of the dividend receivable between each entity in the Anglo American Group chain of companies between Anglo American Overseas and Anglo American, such that following this series of internal distributions in specie, Anglo American will hold the receivable equal to the market value of the Demerger Shares.

As described in paragraph 2.1 above, the distribution in specie of the dividend receivable to Qualifying Shareholders (such dividend receivable being the subject of the Demerger Distribution), will immediately be satisfied by Anglo American in full by procuring the transfer of the Demerger Shares to Qualifying Shareholders.

2.4 Listing and index inclusion

2.5 Retained Interest and Investment Companies

As announced by Anglo American on 17 February 2025, consistent with Anglo American's commitment to deliver a responsible demerger, the Retained Interest Shareholders will retain the Retained Interest following the Demerger, in order to help further manage flowback by reducing the absolute size of the shareholding in AAP that will be demerged.

Therefore, on AAP UK Admission, the Retained Interest will be held by Anglo American International and the Investment Companies as described in paragraphs 2.5.1 and 2.5.2 below.

Anglo American, consistent with its previously stated objective of intending to exit its position in AAP in a responsible manner over time, does not intend to sell any AAP Shares for 90 calendar days following the Demerger Effective Time, with the exception of any sale required to maintain (and not exceed) the interest in approximately 19.9% of the total issued ordinary share capital of AAP (excluding AAP's treasury shares) to be held by the Retained Interest Shareholders following the Demerger Effective Time.

⁹ Taking into account the 5,922,814 Anglo American Shares for which the right to receive a dividend has been waived as at the Latest Practicable Date, this ratio assumes 1,331,655,099 Anglo American Shares will be held by Qualifying Shareholders at the Demerger Record Time.

2.5.1 Anglo American International

Following the Demerger, Anglo American International will continue to hold 40,714,769 AAP Shares, representing an approximate 15.51% interest in the total issued ordinary share capital of AAP (excluding AAP's treasury shares).

2.5.2 Investment Companies

Epoch Investment Holdings (RF) Proprietary Limited, Epoch Two Investment Holdings (RF) Proprietary Limited and Tarl Investment Holdings (RF) Proprietary Limited (collectively, the "Investment Companies") are independent companies owned by charitable trusts which were established to purchase Anglo American Shares as part of Anglo American's 2006 share buyback programme. As a result, the Investment Companies own approximately 8.4% of the Anglo American Shares.

The Investment Companies are each consolidated in the Anglo American Group by virtue of their contractual arrangements with Tenon Investment Holdings Proprietary Limited, a wholly-owned indirect subsidiary of Anglo American, incorporated in South Africa. The Investment Companies have waived their right to vote in respect of all of the Anglo American Shares they hold or will hold and so will not vote on the Demerger Resolution at the General Meeting.

By virtue of the Investment Companies' shareholding in Anglo American, the Investment Companies will receive 11,491,175 Demerger Shares (representing approximately 4.38% of the total issued share capital of AAP (excluding AAP's treasury shares)) pursuant to the Demerger, in the same way as other Qualifying Shareholders.

3 Conditions for the Demerger

The Demerger is subject to the satisfaction of the following conditions:

3.1 the Demerger Resolution, as set out in the Notice of General Meeting, having been approved by more than 50% of the votes cast by Anglo American Shareholders at the General Meeting;
3.2 the Transaction Documents (as described more fully in paragraph 7 of this Part IV (Information on the Demerger and Share Consolidation) having been entered into and none of them having been terminated in accordance with their respective terms;
3.3 approval of the Demerger Distribution by the Anglo American Board (or any duly authorised committee thereof);
3.4 all required SARB and Authorised Dealer approvals in connection with the Demerger, the AAP UK Admission, the AAP Prospectus, the Transaction Documents and this Circular having been obtained and not withdrawn;
3.5 all required approvals of JSE Limited in connection with the Demerger, the AAP UK Admission, the AAP Prospectus and this Circular having been obtained and not withdrawn;
3.6 the FCA having acknowledged to AAP or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of the AAP Shares to listing on the International Secondary Category of the FCA's Official List has been approved and, after satisfaction of any conditions to which such approval is expressed to be subject (the "FCA Listing Conditions"), will become effective as soon as a dealing notice has been issued by the FCA and any FCA Listing Conditions have been satisfied; and
3.7 the LSE having acknowledged to AAP or its agent (and such acknowledgement not having been withdrawn) that the AAP Shares will be admitted to trading on the LSE's main market for listed securities.

For the purposes of the condition set out in paragraph 3.4 above, the requisite approval for the Demerger and AAP UK Admission have been obtained from the Financial Surveillance Department of the SARB and the Authorised Dealer, on terms and subject to conditions customary for international transactions of this nature.

The Directors will not take the necessary steps to implement the Demerger unless and until the above conditions have been or will be satisfied (or, where applicable, waived) and, at the relevant time, the Directors consider that it continues to be in the best interests of the Anglo American Shareholders that the Demerger be implemented in accordance with the timetable outlined in Part III (Indicative Timetable of Principal Events) of this Circular.

4 Details of UK Certificated Share Sale Option

4.1 Overview of the UK Certificated Share Sale Option

Anglo American have arranged for Equiniti Financial Services Limited to offer the UK Certificated Share Sale Option to Small UK Certificated Shareholders, being Qualifying Shareholders on the UK Register who are natural persons aged 18 or over and who hold Anglo American Shares in Certificated Form with addresses in the UK, Isle of Man or Channel Islands, and whose holdings of Anglo American Shares does not exceed the Small UK Certificated Shareholder Threshold (being an aggregate holding of 4,000 or fewer Anglo American Shares) as at the Demerger Record Time.

The UK Certificated Share Sale Option will allow Small UK Certificated Shareholders to elect to have all of the Demerger Shares to which they will be entitled upon completion of the Demerger to be sold on their behalf and the cash proceeds in GBP paid to them pro rata instead. Small UK Certificated Shareholders can only elect to sell all, and not some, of the Demerger Shares to which they will be entitled upon completion of the Demerger.

It is expected that sales of Demerger Shares under the UK Certificated Share Sale Option will be made within two business days of the date on which the Demerger Effective Time falls. The proceeds from the sale of the Demerger Shares under the UK Certificated Share Sale Option will be pooled and the amount of money due to each Small UK Certificated Shareholder will be calculated on an averaged basis so that all such Small UK Certificated Shareholders will receive the same price per Demerger Share, subject to rounding. Equiniti Financial Services Limited will charge no commission on any sale of Demerger Shares effected under the UK Certificated Share Sale Option.

Cheques for the sale proceeds in GBP will be despatched to the registered address of the relevant Small UK Certificated Shareholders (or, in the case of joint holders, to the address associated with the relevant account as it appears on the UK Register) by ordinary post at their own risk by no later than 10 business days following completion of the relevant sale. No interest will be payable on any proceeds received from the sale of Demerger Shares under the UK Certificated Share Sale Option.

It will not be possible for a Small UK Certificated Shareholder to elect to have only some, but not all, of their Demerger Shares sold under the UK Certificated Share Sale Option. Therefore, Small UK Certificated Shareholders may only elect to participate in the UK Certificated Share Sale Option in respect of their full entitlement of Demerger Shares.

The availability of the UK Certificated Share Sale Option is subject to the Demerger becoming effective. The availability of the UK Certificated Share Sale Option is not conditional on a minimum number of Small UK Certificated Shareholders electing to participate or any minimum number of Demerger Shares being sold under it.

4.2 Form of Election

Small UK Certificated Shareholders will be sent a Form of Election, UK Certificated Share Sale Option Terms & Conditions and a reply-paid envelope. The Form of Election allows Small UK Certificated Shareholders to elect to participate in the UK Certificated Share Sale Option, as explained in paragraph 4.1 of this Part IV (Information on the Demerger and Share Consolidation).

If you would like to elect to participate in the UK Certificated Share Sale Option (which is available to Small UK Certificated Shareholders only), you should complete and sign the Form of Election in accordance with the instructions set out in it. Pursuant to the UK Certificated Share Sale Option, Equiniti Financial Services Limited will make a sale instruction on behalf of all Small UK Certificated Shareholders.

Small UK Certificated Shareholders who receive a Form of Election, and who elect to participate in the UK Certificated Share Sale Option, should ensure that their Form of Election is returned by post to Equiniti, Corporate Actions Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom, using the accompanying reply-paid envelope as soon as possible and, in any event, so as to be received by no later than 13:00 (UK time) on Thursday, 22 May 2025.

No acknowledgement of receipt of a completed Form of Election will be issued. After a valid Form of Election is lodged with Equiniti Financial Services Limited, no election may be in any way withdrawn, revoked, superseded or altered without the agreement of Equiniti Financial Services Limited.

Please note: (i) Small UK Certificated Shareholders may elect to participate in the UK Certificated Share Sale Option by returning a valid Form of Election such that the Form of Election is received by Equiniti Financial Services Limited by no later than 13:00 (UK time) on Thursday, 22 May 2025, and the Form of Election will allow Small UK Certificated Shareholders to elect to have the Demerger Shares to which they will be entitled upon completion of the Demerger sold on their behalf and the cash proceeds in GBP paid to them pro rata instead; and (ii) if a person returns a Form of Election before the deadline stated above but is not on the UK Register at the Demerger Record Time, such person will not be a Qualifying Shareholder and will not be entitled to participate in the Demerger at all (and therefore will not be entitled to participate in the UK Certificated Share Sale Option).

If a Small UK Certificated Shareholder does not return a Form of Election (or does not return a valid Form of Election in time), such Small UK Certificated Shareholder will receive Demerger Shares (or an entitlement to Demerger Shares) to which they are entitled as described more fully in paragraph 4.3 of Part V (Shareholder Participation in the Demerger) of this Circular.

4.3 Terms and Conditions of the UK Certificated Share Sale Option

Small UK Certificated Shareholders who elect to participate in the UK Certificated Share Sale Option and return a validly completed Form of Election will be deemed to be agreeing to the UK Certificated Share Sale Option Terms & Conditions and make a legally binding agreement with Equiniti Financial Services Limited on those terms (including how the price for the sale of their entitlement to Demerger Shares is calculated).

As described above, Small UK Certificated Shareholders will be sent a Form of Election, UK Certificated Share Sale Option Terms & Conditions, and a reply-paid envelope. For the avoidance of doubt, Anglo American shall have no responsibility or liability to Small UK Certificated Shareholders in respect of the UK Certificated Share Sale Option which is solely the responsibility of Equiniti Financial Services Limited.

By making an election under the UK Certificated Share Sale Option, a Small UK Certificated Shareholder will be deemed to have represented, warranted and undertaken: (a) such Demerger Shares (or entitlement to Demerger Shares) will be transferred with full title guarantee and free from liens, charges or other third-party rights of any kind; (b) that he or she and any underlying beneficial owner are entitled to sell the Demerger Shares (or entitlement to Demerger Shares); and (c) that the use of the UK Certificated Share Sale Option by him or her or the sale of the Demerger Shares (or entitlement to Demerger Shares) pursuant to the UK Certificated Share Sale Option does not and will not breach any applicable laws.

Small UK Certificated Shareholders should note that they will be clients of Equiniti Financial Services Limited and not of Anglo American when using the UK Certificated Share Sale Option. Equiniti Financial Service Limited's liability to such Small UK Certificated Shareholders and its responsibility for providing the protections afforded by the UK regulatory regime to clients for whom such services are provided is set out in the UK Certificated Share Sale Option Terms & Conditions, and neither Equiniti Financial Services Limited nor Anglo American shall have any liability or responsibility to a Small UK Certificated Shareholder who elects to participate in the UK Certificated Share Sale Option except as set out in those UK Certificated Share Sale Option Terms & Conditions. Anglo American shall not be responsible for any loss, expense or damage (whether actual or alleged) arising from the terms or timing of any sale, any settlement issues arising from any sale, any exercise of discretion in relation to any sale, or any failure to procure any sale, of Demerger Shares (or entitlement to Demerger Shares) pursuant to the UK Certificated Share Sale Option.

Anglo American, Equiniti Financial Services Limited and/or their agents shall each have discretion to determine the eligibility of Small UK Certificated Shareholders, and may each in their sole discretion interpret instructions on the Form of Election, and none of Anglo American, Equiniti Financial Services Limited or their agents shall be responsible for any loss, expense or damage (whether actual or alleged) arising from any such exercise of discretion.

All remittances will be sent by post, at the risk of the Small UK Certificated Shareholder entitled thereto, to the registered address of the relevant Small UK Certificated Shareholder (or, in the case of joint holders, to the address associated with the relevant account as it appears on the UK Register).

No interest will be payable on any proceeds received from the sale of Demerger Shares (or entitlement to Demerger Shares) under the UK Certificated Share Sale Option.

4.4 Rationale for UK Certificated Share Sale Option

For Qualifying Shareholders who are resident in the UK for UK tax purposes, the Demerger Distribution will be treated as a dividend (irrespective of whether they utilise the UK Certificated Share Sale Option). As the value of the Demerger Distribution will be equal to the market value of the Demerger Shares (denominated in Rand and based on the JSE price of an AAP Share as at 17:00 (South Africa time) on Friday, 30 May 2025), the value of the dividend is expected to be equal to the market value on the date of the transfer of AAP Shares to Qualifying Shareholders (including any fractional entitlement).

Qualifying Shareholders' entitlement to Demerger Shares will not involve any form of cash distribution from Anglo American and Qualifying Shareholders who are resident in the UK for UK tax purposes may therefore not have any cash proceeds to fund any tax liability arising from the Demerger Distribution.

To mitigate this, Anglo American is offering the UK Certificated Share Sale Option to Small UK Certificated Shareholders. The cash sale proceeds could be used to fund any tax liability arising from the Demerger Distribution.

The above information is intended only as a general description of certain tax consequences for Qualifying Shareholders who are resident in the UK for UK tax purposes in connection with the Demerger Distribution and the transfer of Demerger Shares pursuant to the Demerger. The information is not exhaustive and relates only to certain limited aspects of the tax consequences for Qualifying Shareholders who are resident in the UK for UK tax purposes in connection with the Demerger Distribution and the transfer of Demerger Shares pursuant to the Demerger. Further information in relation to the tax considerations for Qualifying Shareholders in certain jurisdictions (including the UK) can be found in Part X (Taxation) of this Circular.

5 Details of the Share Consolidation

5.1 Overview of the Share Consolidation

The Share Consolidation is expected to take place at 00:01 (UK time) on Sunday, 1 June 2025. It is expected that admission and dealings in the New Anglo American Shares on the LSE will commence at 08:00 (UK time), on the JSE at 09:00 (South Africa time) and on the BSE at 10:00 (Botswana time), on Monday, 2 June 2025.

In the absence of a share consolidation, there would likely be a drop in the share price of the undisturbed Anglo American Shares immediately following the Demerger to reflect the Demerger and the value of the Demerger Shares being distributed to Qualifying Shareholders pursuant to the Demerger.

Under the Share Consolidation, it is proposed that Anglo American will consolidate (or consolidate and sub-divide) its existing issued share capital in order to reduce the total number of Anglo American Shares in issue (while increasing the nominal value of such shares) with the intention of maintaining broad comparability between Anglo American's share price before and after the Demerger. This should also enable Anglo American's share price and per share metrics to be more readily comparable to previous financial periods and should preserve (as far as reasonably possible) the value of options and awards granted under the Anglo American Share Plans, avoiding the need for any specific adjustments to the numbers and/or exercise price of options and awards under those plans.

The Share Consolidation is conditional upon the Demerger Distribution having been made and the approval by Anglo American Shareholders of the Demerger Resolution (which also seeks approval of the Share Consolidation) at the General Meeting.

As at the Latest Practicable Date, the ratio for the Share Consolidation cannot be fixed as it will depend on fluctuations in the volume and price of trading of the Anglo American Shares and the AAP Shares prior to the Demerger Effective Time. The ratio for the Share Consolidation is expected to be determined by the Directors on or around Monday, 19 May 2025. Once determined, the ratio for the Share Consolidation will be announced by Anglo American via RNS and SENS. The ratio for the Share Consolidation will primarily be determined by using the relative volume weighted average share price of trading in USD of the Anglo American Shares and the AAP Shares during the VWAP Period, together with an appropriate adjustment for the AAP Additional Dividend.

In determining the ratio for the Share Consolidation, the Directors may make necessary adjustments to this calculation methodology as required to avoid an overly complex ratio, fractional entitlements that may arise following the Share Consolidation, or other issues that may result from such Share Consolidation.

The proportion of the issued ordinary share capital of Anglo American held by each Anglo American Shareholder following the Share Consolidation will, save for fractional entitlements and Anglo American Shareholders who have an entitlement to receive less than one New Anglo American Share, remain unchanged. Apart from having a different nominal value, each New Anglo American Share will carry the same rights that attach to the Existing Anglo American Shares at the time of the payment of the Demerger Distribution and all New Anglo American Shares will rank pari passu in all respects.

A summary of the tax impact of the Share Consolidation is set out in Part X (Taxation) of this Circular.

5.2 Fractional entitlements

Anglo American Shareholders on the UK Register:

The net proceeds of sale (following the deduction of any sale or currency exchange costs or commissions being deducted) will be paid according to their entitlement.
Fractional proceeds for Anglo American Shareholders on the UK Register are expected to be paid electronically by BACS payment utilising existing dividend bank mandates or by crediting individual (or nominee, if applicable) CREST accounts (in the United Kingdom by no later than Friday, 13 June 2025).
Where no mandated bank account has been registered with the UK Registrar, the payment will be held until such time as a mandated bank account has been registered (and a fee may be charged for release of this payment).

Anglo American Shareholders on the SA Register:

The cash payment due to an Anglo American Shareholder in respect of their fractional entitlements shall be determined with reference to the volume-weighted average price in Rand of the New Anglo American Shares traded on the JSE on the first trading day following the last day to trade in Anglo American Shares in order to participate in the Share Consolidation, less 10% of such volume-weighted average price. Such reference price will be announced on SENS by Anglo American by not later than 11:00 (South Africa time) on Tuesday, 3 June 2025.
Fractional proceeds for Anglo American Shareholders on the SA Register are expected to be despatched to Anglo American Shareholders either paid electronically utilising existing dividend bank mandates or by crediting CSDP or broker accounts (or nominee, if applicable) (in South Africa) (as the case may be) by no later than Friday, 13 June 2025.

Anglo American Shareholders on the Botswana Register:

The cash payment due to an Anglo American Shareholder in respect of their fractional entitlements shall be determined with reference to the volume-weighted average price in Rand of the New Anglo American Shares traded on the JSE on the first trading day following the last day to trade in Anglo American Shares in order to participate in the Share Consolidation, less 10% of such volume-weighted average price. Such reference price will be announced on SENS by Anglo American by not later than 11:00 (South Africa time) on Tuesday, 3 June 2025.
Fractional proceeds for Anglo American Shareholders on the Botswana Register are expected to be paid electronically utilising existing dividend bank mandates by no later than Friday, 13 June 2025.

If an Anglo American Shareholder holds only one Existing Anglo American Share (or as a result of the Share Consolidation has the entitlement to receive less than one New Anglo American Share), then, as a result of the Share Consolidation, such Anglo American Shareholder will receive no New Anglo American Shares and will no longer be an Anglo American Shareholder. However, such Anglo American Shareholders will receive or be entitled to receive payment of net cash proceeds representing their fractional entitlement to a New Anglo American Share.

5.3 Listing, Dealings, Share Certificates, CREST and Strate

Applications will be made to: (i) the FCA for all of the New Anglo American Shares to be admitted to the equity shares (commercial companies) listing segment of the FCA's Official List; (ii) the LSE for all of the New Anglo American Shares to be admitted to trading on the LSE's main market for listed securities; and (iii) the JSE for all of the New Anglo American Shares to be admitted to listing and trading on the main board of the JSE.

It is expected that admission of the New Anglo American Shares to listing on the FCA's Official List and dealings in the New Anglo American Shares on the LSE will commence at 08:00 (UK time) and on the JSE at 09:00 (South Africa time), on Monday, 2 June 2025.

The current ISIN (GB00B1XZS820) in relation to the Existing Anglo American Shares will be disabled in CREST and in the Strate System as at 18:00 (UK time) on Friday, 30 May 2025.

A new ISIN GB00BTK05J60 and SEDOL BTK05J6 in relation to the New Anglo American Shares will come into effect at 08:00 (UK time) on Monday, 2 June 2025.

With effect from the effective time and date of the Share Consolidation, share certificates in respect of Existing Anglo American Shares will no longer be valid. However, share certificates in respect of New Anglo American Shares will only be issued following the Share Consolidation. It is therefore important that, if you hold share certificates in respect of your Existing Anglo American Shares, you retain them for the time being.

New share certificates and fractional payment if applicable in respect of the New Anglo American Shares are expected to be posted, at the risk of Anglo American Shareholders, by no later than Friday, 13 June 2025 to those Anglo American Shareholders who, at the Share Consolidation Record Time, hold their Anglo American Shares in Certificated Form on the UK Register.

These will replace existing share certificates, which should be destroyed and temporary documents of title will not be issued. Pending despatch of the certificates, transfers of New Anglo American Shares will be certified against the Register. The new share certificates in respect of the New Anglo American Shares are despatched to Anglo American Shareholders at their own risk. Please note, if you are a "gone away" Anglo American Shareholder on the UK Register, your share certificate in respect of the New Anglo American Shares, and, if applicable, your cash payment in respect of fractional entitlements will not be issued or paid to you until you contact the UK Registrar (Equiniti Limited).

Anglo American Shareholders who, at the Share Consolidation Record Time, hold their Anglo American Shares in Certificated Form on the SA Register will (subject to rounding down fractional entitlements) receive Uncertificated New Anglo American Shares into the Computershare SA Nominee account on Thursday, 5 June 2025.

Anglo American Shareholders who receive their Uncertificated New Anglo American Shares into the Computershare SA Nominee account and wish to receive new share certificates in respect of the New Anglo American Shares or transfer the New Anglo American Shares into their own CSDP or broker accounts, will be required to surrender their share certificates in respect of their Existing Anglo American Shares and produce evidence to the satisfaction of Anglo American as to the identity of the Anglo American Shareholder and their authority or capacity to hold the Anglo American Shares, before any new share certificates are despatched, or New Anglo American Shares are transferred to their CSDP or broker accounts, as applicable. It is therefore important that, if you hold your Existing Anglo American Shares in Certificated Form on the SA Register, these should not be destroyed and you should retain them until you surrender such share certificates on the basis discussed above. The SA Transfer Secretary can be contacted for a form of surrender to utilise for this purpose.

Anglo American Shareholders who, at the Share Consolidation Record Time, hold their Anglo American Shares in Uncertificated Form on the UK Register through CREST will (subject to rounding down fractional entitlements) receive Uncertificated New Anglo American Shares into the same CREST account on Monday, 2 June 2025.

Anglo American Shareholders who, at the Share Consolidation Record Time, hold their Anglo American Shares in Uncertificated Form on the SA Register in South African CSDP or broker accounts will (subject to rounding down fractional entitlements) receive Uncertificated New Anglo American Shares into the same South African CSDP or broker account on Thursday, 5 June 2025.

Anglo American Shareholders who, at the Share Consolidation Record Time, hold their Anglo American Shares in Uncertificated Form on the Botswana Register in a Botswana CSD Account will (subject to rounding down fractional entitlements) receive Uncertificated New Anglo American Shares into the same Botswana CSD Account on Thursday, 5 June 2025.

5.4 Impact on AGM Resolutions

At the AGM being held on the same day as the General Meeting, Anglo American Shareholders are being asked to pass resolutions granting Directors authority to: (i) allot new Anglo American Shares and grant rights to subscribe for, or convert other securities into, Anglo American Shares up to a nominal value of USD 73.4 million, which represents not more than 10% of the total issued ordinary share capital of Anglo American; (ii) allot on a non-pre-emptive basis, new Anglo American Shares up to a nominal value of no more than USD 18.3 million, which represents no more than 2.5% of the total issued ordinary share capital of Anglo American; and (iii) make market purchases of Anglo American Shares in respect of no more than 14.99% of the issued ordinary share capital of Anglo American (together, the "Share Capital Authorities").

If the Share Capital Authorities are granted at the AGM, the Demerger Resolution is approved at the General Meeting and the Share Consolidation is subsequently implemented, the Directors would only exercise the Share Capital Authorities up to the percentages of the Company's total issued ordinary share capital specified above at the time of the exercise of the authority (as set out in the AGM Notice of Meeting). Therefore, the Share Consolidation is not expected to have any impact on the Share Capital Authorities as the authorities will apply to the same percentage of Anglo American Shares both before and after the Share Consolidation.

The AGM Notice of Meeting contains further details on the Share Capital Authorities, including how these would be exercised if there is a decrease in the total issued share capital of Anglo American.

5.5 Impact of the Share Consolidation on ADS Holders

The Share Consolidation will not result in a change to the ratio of Anglo American Shares represented by each Anglo American ADS. However, because the Share Consolidation will result in the number of Anglo American Shares in issue being reduced, the number of Anglo American ADSs in issue will also reduce by a corresponding amount. Following the Share Consolidation becoming effective, the Existing Anglo American Shares held by The Bank of New York Mellon as depositary for the Anglo American ADS facility (the "ADS Depositary") will therefore be replaced with a smaller number of New Anglo American Shares. As a result, ADS Holders will be called upon to surrender their Anglo American ADSs and, upon surrender and cancellation of their existing Anglo American ADSs, will receive delivery of a smaller number of new Anglo American ADSs in such amount as represents their holding following the Share Consolidation.

However, fractions of new Anglo American ADSs will not be issued to ADS Holders. All fractions to which holders directly on the ADS Register of existing Anglo American ADSs would otherwise have been entitled will be aggregated and sold in the market by the ADS Depositary as soon as administratively feasible after the Share Consolidation becomes effective and the net proceeds of sale will be paid to the ADS Holders entitled thereto.

Following the Share Consolidation becoming effective, the ADS Depositary will mail a letter of transmittal to those ADS Holders on the ADS Register that hold their Anglo American ADSs in Certificated Form regarding the mechanics of surrendering their Certificated Anglo American ADSs for delivery of new Anglo American ADSs and instructions related thereto. For those ADS Holders on the ADS Register that hold their Anglo American ADSs in Uncertificated Form, the ADS Depositary will automatically cancel the existing Anglo American ADSs and send the ADS Holder a confirmation that new Anglo American ADSs have been registered in the holder's name and credited to the holder's account.

No action will be necessary on the part of ADS Holders on the ADS Register unless their Anglo American ADSs are in Certificated Form. If ADS Holders on the ADS Register currently holding their Anglo American ADSs in Certificated Form do not surrender their certificates for cancellation, they will not receive new Anglo American ADSs and all dividends with respect thereto will be held by the ADS Depositary until such time as they surrender their certificates for cancellation or the respective entitlement is escheated to the appropriate state. The new Anglo American ADSs will be in Uncertificated Form. ADS Holders will not receive certificates evidencing the new Anglo American ADSs.

ADS Holders who hold their Anglo American ADSs in a securities account with a broker or other securities intermediary will not need to take any action. Their Anglo American ADSs will be automatically surrendered and exchanged for new Anglo American ADSs that will be credited to their securities accounts, in accordance with the procedures their respective brokers or other securities intermediaries. However, no fractions of new Anglo American ADSs will be credited to any account. Instead, The Depositary Trust Company ("DTC") and the brokers and other securities intermediaries that are participants in its system (the "DTC Participants") will aggregate and sell fractional entitlements to new Anglo American ADSs and allocate the net proceeds to the securities accounts entitled to them.

The ADS Depositary will, upon surrender of the existing Anglo American ADSs for cancellation, cancel such existing Anglo American ADSs and deliver new Anglo American ADSs.

It is expected that the existing Anglo American ADSs will trade through the close of business (New York City time) on Friday, 30 May 2025 and that new post-Share Consolidation Anglo American ADSs will begin trading at the open of business (New York City time) on Monday, 2 June 2025. Trades in existing Anglo American ADSs on Friday, 30 May 2025 will be settled in the new post-Share Consolidation Anglo American ADSs on Monday, 2 June 2025, applying the consolidation ratio to determine the number of Anglo American ADSs to be delivered in settlement.

6 Separation Arrangements for the AAP Group

Since the announcement made by the Company on 14 May 2024, the Anglo American Group and the AAP Group have worked collaboratively to plan and implement the separation of the two groups in anticipation of the Demerger, particularly in relation to systems, processes and personnel.

6.1 Transitional Services

Consistent with Anglo American's stated intention to separate AAP in a responsible and orderly way, the Anglo American Group and the AAP Group have entered into the Umbrella Services Agreement. Under this agreement, the Anglo American Group will continue to provide certain services to the AAP Group on a transitional basis for a limited period following the Demerger.

Although the Anglo American Group will be providing such services after the Demerger, there will be an overall reduction in the scope of services provided by the Anglo American Group to the AAP Group when compared to the historic position.

Further details on the Umbrella Services Agreement are set out in paragraph 7.3 of this Part IV (Information on the Demerger and Share Consolidation).

6.2 Pre-Demerger Dividend

As announced by AAP on 17 February 2025, the AAP Board approved the declaration of a final gross dividend for the year ended 31 December 2024 of Rand 16.5 billion (or Rand 62 per AAP Share). The gross dividend is made up as follows:

Rand 0.8 billion (or Rand 3 per AAP Share), representing a base dividend (equal to 40% of the AAP Group's headline earnings and in line with AAP's dividend policy) (the "AAP Base Dividend"); and
Rand 15.7 billion (or Rand 59 per AAP Share), representing an additional cash dividend (the "AAP Additional Dividend" and, together with the AAP Base Dividend, the "AAP Dividends").

The record date for the AAP Dividends is Friday, 25 April 2025 and the dividend payment date is Tuesday, 29 April 2025.

As the Anglo American Group will hold a c.66.7% shareholding in AAP at the record date and payment date for the AAP Dividends, the Anglo American Group expects to receive an aggregate amount of approximately USD 575 million from the AAP Dividends (based on prevailing exchange rates as at the Latest Practicable Date). Further information on the impact of the receipt of the AAP Dividends on the Anglo American Group is set out in Part VII (Pro Forma Financial Information and Impact of the Demerger on Selected Income Statement and Cash Flow Metrics) of this Circular.

6.3 Intragroup Financing

The Anglo American Group has historically provided intra-group financing to the AAP Group through the following intragroup funding facilities:

AAP (as guarantor), RPML (a member of the AAP Group as borrower) and Anglo American Rand Capital Limited (a member of the Anglo American Group as lender) are party to a revolving credit facility agreement dated 20 September 2023, pursuant to which Anglo American Rand Capital Limited made available a revolving credit facility to RPML in an aggregate amount of up to R 15 billion (the "Anglo American Rand Capital Facility"); and
AAP (as guarantor), RPML (a member of the AAP Group as borrower) and Anglo American SA Finance Limited (a member of the Anglo American Group as lender) are party to a consolidated, amended and restated bilateral revolving dual tranche credit facility agreement dated 31 August 2020 as amended by the first addendum dated 27 October 2022 and the second addendum dated 29 May 2023, pursuant to which Anglo American SA Finance Limited made available a revolving credit facility to RPML in an aggregate amount of R 9.1 billion (the "Anglo American SA Finance Facility" and, together with the Anglo American Rand Capital Facility, the "Intragroup Facilities").

As at the Latest Practicable Date, the AAP Group had drawn a total of R 10.33 billion under the Intragroup Facilities. It is expected that following the date of this Circular and prior to the payment of the AAP Dividends, the AAP Group will draw down additional amounts under the Intragroup Facilities.

In connection with the Demerger, the AAP Group has entered into the following new debt facilities, with the conditions to draw down within the sole control of the AAP Group or else subject only to customary conditions:

a Rand revolving credit facility of R 4 billion with Nedbank Limited (acting through its Nedbank Corporate and Investment Banking division) (the "New Nedbank Facility");
Rand revolving credit facilities of up to R 3.5 billion with FirstRand Bank Limited (acting through its Rand Merchant Bank division) (the "New RMB Facilities");
a Rand revolving credit facility of R 4 billion with The Standard Bank of South Africa Limited (acting through its Corporate and Investment Banking division) (the "New Standard Bank Facility");
a Rand revolving credit facility of R 4 billion with Absa Bank Limited (acting through its Corporate and Investment Banking division) (the "New Absa Facility");
a Rand revolving credit facility of R 1 billion with Investec Bank Limited (acting through its Investment Banking Division: Corporate Solutions) (the "Investec Facility", and together with the New Nedbank Facility, the New RMB Facilities, the New Standard Bank Facility and the New Absa Facility, the "New AAP ZAR Facilities");
a Rand-denominated bridge facility of up to R 5 billion with The Standard Bank of South Africa Limited (acting through its Corporate and Investment Banking division) and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (the "Bridge Facility", and together with the New AAP ZAR Facilities, the "New AAP SA Facilities"); and
a USD revolving credit facility of USD 0.5 billion with a syndicate of international banks (the "USD Facility", and together with the New AAP SA Facilities, the "New AAP Facilities").

Subject to the AAP Group satisfying all conditions precedent and otherwise complying with its terms, and subject to no other events occurring which might impact the provision of funds by the lenders, the AAP Group intends to draw down funds under the New AAP SA Facilities prior to completion of the Demerger and use such amounts, together with its existing cash balances, to repay any amounts outstanding (including any accrued interest) under the Intragroup Facilities to the Anglo American Group on Monday, 26 May 2025, and the Intragroup Facilities will be terminated following completion of the Demerger.

Further details in relation to the Intragroup Facilities, together with details of the New AAP Facilities, are set out in the AAP Prospectus.

6.4 Intragroup Balances

Separate to the arrangements concerning the Intragroup Facilities described in paragraph 6.3 above, prior to the Demerger, the AAP Group will repay the majority of all outstanding intragroup balances in respect of various historic service costs payable by the AAP Group to the Anglo American Group. However, not all such intragroup balances will be repaid prior to the Demerger, and the relevant parties have agreed to defer the payment of certain intragroup balances which will be outstanding at the time of Demerger until a specified time following the Demerger. The aggregate amount of such balances expected to remain outstanding at the time of Demerger is not anticipated to exceed USD 224 million.

6.5 Other Separation Items

In connection with the Demerger, the Anglo American Group and the AAP Group are undertaking a business separation exercise, consistent with Anglo American's commitment to deliver a responsible demerger.

Although AAP already has well-established governance and functional and technical capabilities as a separately-listed company, this exercise has involved the identification of the core technical and functional requirements of the AAP Group, including (amongst others) the identification of which employees, IP and IT systems should sit within the AAP Group, rather than be provided as a service by the Anglo American Group (and vice versa). The implementation of the separation exercise has also involved the movement of employees between the Anglo American Group and the AAP Group.

Historically, the Anglo American Group has nominated a number of directors for appointment to the AAP Board. As part of the separation process and ahead of the Demerger, on 17 March 2025, the Anglo American Group's three nominee directors on the AAP Board (Matt Daley, Themba Mkhwanazi and Nolitha Fakude) stepped down as non-executive directors of AAP with effect from 19 March 2025. The Anglo American Group will not have any representation on the AAP Board following the Demerger. Further information on the AAP Board, together with the Anglo American Board, is set out in paragraph 1 of Part XII (Additional Information) of this Circular.

A significant part of this business separation exercise has completed already, with the balance expected to be completed ahead of the Demerger (noting the provision of transitional services following the Demerger as described in paragraph 6.1 above).

7 Transaction Documents

The Transaction Documents, as described further in this paragraph 7, have been entered into on or before the date of this Circular. The Transaction Documents, other than the Demerger Agreement, are each conditional on the AAP UK Admission occurring no later than 08:00 on Monday, 2 June 2025 (or such later date as may be agreed in writing between the parties to the applicable agreements) and will take effect upon the AAP UK Admission. Following the AAP UK Admission, the Transaction Documents will govern the relationship between AAP and Anglo American on the basis set out below.

7.1 Demerger Agreement

The Demerger Agreement was entered into between Anglo American and AAP on 8 April 2025 and sets out the primary terms and conditions on which the Demerger is to be implemented. The Demerger Agreement outlines the process for the separation and the Demerger, and governs certain aspects of the post-Demerger relationship between the Anglo American Group and the AAP Group.

The Demerger Agreement is conditional on the satisfaction (or, where applicable, waiver) of the conditions set out in paragraph 3 of this Part IV (Information on the Demerger and Share Consolidation).

The Demerger Agreement will terminate if the conditions set out in paragraph 3 of this Part IV (Information on the Demerger and Share Consolidation) have not been satisfied (or, where applicable, waived) on or before 31 December 2025 (or such other date as Anglo American and AAP may agree).

Nothing in the Demerger Agreement restricts or restrains any party from carrying on, being engaged in, or being economically interested in, any business or undertaking of any nature. The Demerger Agreement includes customary provisions in respect of: (i) reciprocal non-solicit provisions from the Anglo American Group and the AAP Group in relation to the employment of certain employees of the AAP Group and the Anglo American Group, respectively; and (ii) the repayment of various intra-group balances pursuant to which AAP Group companies owe amounts to the Anglo American Group, as more fully described in paragraphs 6.3 and 6.4 of this Part IV (Information on the Demerger and Share Consolidation).

The Demerger Agreement also contains certain restrictions on the use of corporate names and identities by the parties relating to the use of "Anglo", "Anglo American" and "Anglo Platinum" (among others) following the Demerger.

7.2 Indemnity Agreement

On 8 April 2025, AAP and Anglo American South Africa Proprietary Limited ("AASA") (a wholly owned subsidiary of Anglo American and an entity in the Anglo American Group) entered into the Indemnity Agreement. The Indemnity Agreement provides for a regime to be established, which takes effect on Demerger, for the allocation of liabilities arising from the business of the AAP Group and the business of the Anglo American Group (excluding the business of the AAP Group) between the AAP Group and the Anglo American Group.

Pursuant to this regime, AASA will indemnify AAP, each AAP Group company and their respective officers, in relation to the business of the Anglo American Group (excluding the business of the AAP Group) and AAP will indemnify AASA, each Anglo American Group company and their respective officers, in relation to the business of the AAP Group. The respective indemnities are subject to limitations of liability customary for transactions of this nature. Further, the allocation and limitations of liability of the Anglo American Group in relation to specific intragroup services rendered by any Anglo American Group companies to an AAP Group company prior to the Demerger under an intercompany service agreement is excluded from the indemnity to be given by AAP but the Indemnity Agreement clarifies the limitations of liability applicable to these specific intragroup services. Additionally, the Indemnity Agreement provides for the allocation of tax and tax relief and the administrative responsibilities relating to tax between the AAP Group and the Anglo American Group.

7.3 Umbrella Services Agreement

Anglo American Group companies comprising Anglo American Corporate Services South Africa Proprietary Limited, Anglo American EMEA Shared Services Proprietary Limited, Anglo American Marketing Limited, and Anglo American Services (UK) Limited have entered into the Umbrella Services Agreement on 8 April 2025 with AAP, and its subsidiaries, RPML and AMPL, in relation to technical, human resources, marketing and other services that will continue to be provided by the Anglo American Group to the AAP Group for a limited period following the Demerger.

The Umbrella Services Agreement provides for: (i) the termination of certain existing services agreements between AAP Group entities and Anglo American Group entities; and (ii) the continuation of certain existing services agreements between AAP Group entities and Anglo American Group entities, subject to certain amendments which will be provided for in the Umbrella Services Agreement (the "Continuing Services"), for the periods agreed under the Umbrella Services Agreement. The fees for the Continuing Services are calculated in the manner set out in the existing service agreements between the Anglo American Group and the AAP Group in respect of each of the Continuing Services and any changes to the fees, or any other aspect of the Continuing Services, will be processed and approved in accordance with the terms of the transitional governance framework agreed between the Anglo American Group and the AAP Group. Shortly following completion of the Demerger, the AAP Group and the Anglo American Group will jointly prepare exit plans to transition the Continuing Services.

8 Effect of the Proposals on Anglo American Share Plans

Anglo American currently operates a number of employee share plans, including the Anglo American long-term incentive plan ("Anglo American LTIP"), the annual deferred bonus plan ("Anglo American BSP"), certain other performance and non-performance based share plans and a number of all-employee share plans, under which awards are granted in respect of Anglo American Shares. Awards under the Anglo American Share Plans are in the form of either conditional share awards, share options or in the form of awards pursuant to which participants have beneficial ownership of Anglo American Shares under award (including "forfeitable shares").

8.1 Awards with beneficial ownership to Anglo American Shares

Holders of awards that give rise to the participants having a beneficial ownership of Anglo American Shares will participate in the Demerger, meaning these participants will receive Demerger Shares (or a beneficial entitlement to Demerger Shares). These participants will be treated in the same way as other Anglo American Shareholders under the Share Consolidation. The proportion of the issued ordinary share capital of Anglo American held by each Anglo American Shareholder (including those awards which grant participants beneficial ownership of Anglo American Shares) following the Share Consolidation will, save for fractional entitlements, remain unchanged.

The Remuneration Committee has determined that the Demerger Shares will be received on an unrestricted basis and therefore participants will receive them on the same basis as all other Qualifying Shareholders.

8.2 Conditional award and option holders

Holders of conditional share awards or share options will not receive Demerger Shares. However, the Share Consolidation should substantially preserve (as far as reasonably possible) the value of such awards and options, therefore avoiding the need for any specific adjustments to the number of shares (and/or exercise price in the case of share options) under conditional share awards and share options under those plans.

Subject to the above, awards under the Anglo American Share Plans held by participants remaining at the Anglo American Group would continue to remain outstanding on their existing terms following the Demerger and Share Consolidation.

8.3 Performance target impact

The Remuneration Committee will also consider whether the Demerger will have any impact on any of the targets applicable under any of the Anglo American Share Plans or other incentive arrangements and, if so, will consider whether any action is required in order to ensure that such targets continue to be capable of being assessed on a consistent basis.

8.4 Treatment of Directors

The Anglo American Shares held under the Anglo American Share Plans by each of the Directors as at the Demerger Record Time will be subject to the Demerger and the Share Consolidation and shall not differ from the like interest of any other Anglo American Shareholder or other participants in the Anglo American Share Plans.

8.5 Share sale facility

In order to facilitate employees being able to deal in the Demerger Shares, Anglo American will implement a sale facility for participants holding Anglo American Shares under, or previously received under, the Anglo American Share Plans. For the avoidance of doubt, this sale facility in connection with the Anglo American Share Plans is separate to the UK Certificated Share Sale Option.

Pursuant to the sale facility, Demerger Shares will be able to be sold as soon as practicable following completion of the Demerger. Depending on the structure of the relevant share plan, the sale facility will be operated on an opt-in or opt-out basis. Where it is operated on an opt-in basis, the default will be for the Demerger Shares to be retained and participants will have to make an election in order for the Demerger Shares to be sold. Where it is operated on an opt-out basis, the default will be for the Demerger Shares to be automatically sold and participants will have to make an election in order for the Demerger Shares to be retained. In either case, participants will have the opportunity to decide whether they wish to sell or retain the Demerger Shares.

It is currently anticipated that, for the UK Share Incentive Plan and the South African Inala Plan, the sale facility will operate on an opt-out basis and, for the remainder of the Anglo American Share Plans, the sale facility will operate on an opt-in basis, however this remains subject to change. Employees who participate in the Anglo American Share Plans will receive further information about the impact of the Demerger and the Share Consolidation on their awards as well as details on the sale facility through employee communications.

8.6 Share plan participants moving to the AAP Group

Participants in the Anglo American Share Plans whose employment is moving to the AAP Group will, in addition to the impact on awards as a result of the Demerger as described above, have their rights under the Anglo American Share Plans treated in accordance with the rules of the relevant plans, as 'good leavers'.

8.7 Element Six employees

Employees of Element Six who participate in the Element Six Employees Share Ownership Plan will also be entitled to receive the Demerger Shares.

9 Overseas shareholders

9.1 General

The distribution of this Circular and the AAP Prospectus in certain jurisdictions may be restricted by law.

No action has been taken by Anglo American or AAP to obtain any approval, authorisation or exemption to permit the transfer of the Demerger Shares or the possession or distribution of this Circular and the AAP Prospectus (or any other publicity material relating to the AAP Shares) in any jurisdictions other than the United Kingdom or South Africa.

The implications of the finalisation of the Demerger for Overseas Shareholders may be affected by the laws of jurisdictions outside the United Kingdom or South Africa. Overseas Shareholders should inform themselves about, and observe, any applicable legal requirements. It is the responsibility of any Overseas Shareholders to satisfy themselves as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, compliance with other necessary formalities and the payment of any issue, transfer or other taxes or duties or payments due in such jurisdiction. Any failure to comply with such restrictions or requirements may constitute a violation of the securities laws of any such jurisdiction.

This Circular has been prepared for the purposes of complying with English law, the rules of the LSE and the UK Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this Circular had been prepared in accordance with the laws and regulations of any jurisdiction outside England and Wales.

If, in respect of any Overseas Shareholder who is a Qualifying Shareholder, Anglo American reasonably believes that the transfer of Demerger Shares to such Overseas Shareholder would or may: (i) infringe the laws of any jurisdiction outside the UK or South Africa; or (ii) require Anglo American or AAP to comply with any governmental or other consent, or any registration, filing or other formality with which Anglo American or AAP is unable to comply or compliance with which Anglo American regards as unduly onerous, the Demerger Resolution, as set out in the Notice of General Meeting, allows Anglo American, in its sole discretion, to elect that such Demerger Shares shall not be transferred to such Overseas Shareholder but shall instead be sold with the net proceeds of sale being remitted to such Overseas Shareholder, as soon as practicable following the Demerger Effective Time. For further details on the Demerger Resolution, the Notice of General Meeting at which the Demerger Resolution will be proposed is set out in Part XIV (Notice of General Meeting) of this Circular.

Any such sale shall be carried out at the best price which can reasonably be obtained at the time of sale and the net proceeds of such sale (after the deduction of all expenses and commissions incurred in connection with such sale, including any value added tax payable on the proceeds of such sale) shall be paid to the relevant Overseas Shareholder as soon as reasonably practicable and in the form such Overseas Shareholder would usually receive a dividend payment.

The payment of the proceeds from the sale of the relevant Demerger Shares to Overseas Shareholders in accordance with the arrangements described above will be in full satisfaction of the rights of such Overseas Shareholders to receive the Demerger Distribution and the Demerger Shares.

9.2 The United States

The Demerger Shares to be received by Qualifying Shareholders in the United States in connection with the Demerger have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States.

PART V SHAREHOLDER PARTICIPATION IN THE DEMERGER

1 Introduction

Settlement of the transfer of Demerger Shares to which any Qualifying Shareholder is entitled under the Demerger will be effected in the manner set out in this Part V (Shareholder Participation in the Demerger) of this Circular. This section sets out the way in which Qualifying Shareholders will receive Demerger Shares (or a beneficial entitlement to Demerger Shares), including fractional entitlements, and the way in which AAP Shares will be traded and settled on the relevant stock exchange following the Demerger.

It is the responsibility of Anglo American Shareholders to satisfy themselves as to the full observance of applicable laws and regulatory requirements, including the obtaining of any governmental, exchange control or other consents that may be required in order for them, their nominee, custodian or trustee, as relevant, to receive and hold the AAP Shares, AAP DIs, AAP ADSs or any beneficial entitlement to such shares or securities.

All documents, certificates, cheques or other communications sent by or to Anglo American Shareholders, or as such persons shall direct, will be sent at the Anglo American Shareholders' own risk and will be sent to an Anglo American Shareholder's address as set out on the Register at the Demerger Record Time (or, in the case of joint holders, to the holder whose name stands first in the Register in respect of the joint holding concerned).

All mandates (to the extent possible) relating to the payment of dividends on any Anglo American Shares and other instructions given to Anglo American by Qualifying Shareholders on the UK Register in force at the Demerger Record Time relating to holdings of Anglo American Shares will, unless amended or revoked, be deemed as from the Demerger Effective Time to be an effective mandate or instruction in respect of the corresponding AAP Shares to be transferred pursuant to the Demerger Distribution.

2 Entitlement to Receive AAP Shares

2.1 Demerger Record Time

Qualifying Shareholders, including Qualifying Shareholders in the United States, registered on the Register as at the Demerger Record Time will be eligible to receive Demerger Shares (or a beneficial entitlement to such AAP Shares) pursuant to the Demerger.

Please see paragraph 2.3 below for details of how dealings in Anglo American Shares prior to the Demerger Record Time will be treated.

The way in which Qualifying Shareholders will receive Demerger Shares (or a beneficial entitlement to Demerger Shares) will depend on how they hold their Anglo American Shares as at the Demerger Record Time, and is summarised in paragraphs 3 to 7 below. The Demerger Record Time is expected to be 18:00 (UK time) on Friday, 30 May 2025. The Demerger Record Time is the same for all Anglo American Shareholders regardless of whether their Anglo American Shares are held on the UK Register, the SA Register or the Botswana Register.

2.2 Overseas Shareholders

2.3 Dealings in Anglo American Shares as at the Demerger Record Time

For the purposes of determining which Anglo American Shareholders are eligible to participate in the Demerger and receive Demerger Shares, dealings in Anglo American Shares will be recognised only if:

2.3.1 in the case of Qualifying Shareholders registered on the UK Register whose Anglo American Shares are held in Uncertificated Form through CREST, the transferee is, and continues to be, registered on the UK Register as the holder of the relevant Anglo American Shares as at the Demerger Record Time;
2.3.2 in the case of Qualifying Shareholders registered on the UK Register whose Anglo American Shares are held in Certificated Form on the UK Register, registrable transfers in respect of those Anglo American Shares are received by the UK Registrar before the Demerger Record Time with sufficient time to allow for registration of the transferee by the Demerger Record Time such that the transferee is, and continues to be, registered on the UK Register as the holder of the relevant Anglo American Shares as at the Demerger Record Time;
2.3.3 in the case of Qualifying Shareholders registered on the SA Register whose Anglo American Shares are held in dematerialised form through the Strate System, the transferee is, and continues to be, registered on the SA Register as the holder of the relevant Anglo American Shares as at the Demerger Record Time;
2.3.4 in the case of Qualifying Shareholders whose Anglo American Shares are held in Certificated Form on the SA Register, registrable transmission applications or transfers (as applicable) in respect of those Anglo American Shares are received by the SA Transfer Secretary before the Demerger Record Time with sufficient time to allow for registration of the transferee by the Demerger Record Time such that the transferee is, and continues to be, registered on the SA Register as the holder of the relevant Anglo American Shares as at the Demerger Record Time; and
2.3.5 in the case of Anglo American Shareholders registered on the Botswana Register whose Anglo American Shares are held in dematerialised form through the Botswana Central Securities Depository, the transferee is, and continues to be, registered on the Botswana Register as the holder of the relevant Anglo American Shares as at the Demerger Record Time.

Based on the current timetable, in order for transferees to be registered in accordance with the timings listed above (and noting certain trading and settlement requirements in the United Kingdom, South Africa and Botswana), the last day of dealings in Anglo American Shares in order for transfers to be registered before the Demerger Record Time is expected to be: (i) on the LSE, on Wednesday, 28 May 2025; (ii) on the JSE, on Tuesday, 27 May 2025; and (iii) on the BSE, Monday, 26 May 2025, though depending on individual circumstances, the local requirements of brokers in the relevant jurisdictions and other potential delays in processing a trade, dealings may need to be made earlier than these dates in order for transfers of Anglo American Shares to be registered in accordance with the timings above. If a transfer of Anglo American Shares is not registered on the relevant Register on or before the dates listed above, then subject to a specific agreement otherwise between the transferor and transferee of such Anglo American Shares, such transferor and transferee will need to take further steps to pass the benefit of the Demerger Shares to the transferee and for the Demerger Shares to be delivered to the transferee, despite the fact that the transferor is registered as the legal owner of such Demerger Shares on the relevant Register.

3 Receipt of AAP Shares

The way in which Qualifying Shareholders will receive Demerger Shares (or a beneficial entitlement to Demerger Shares) will depend on how they hold their Anglo American Shares on the applicable Register as at the Demerger Record Time, as summarised below. Further details are set out in paragraph 4.1 below in relation to AAP Shares to be listed on the LSE and paragraph 5.1 below in relation to AAP Shares listed on the JSE.

It is the responsibility of Anglo American Shareholders to satisfy themselves as to the full observance of applicable laws and regulatory requirements, including the obtaining of any governmental, exchange control or other consents that may be required in order for them, their nominee, custodian or trustee, as relevant, to receive and hold the AAP Shares, AAP DIs, or any beneficial entitlement to such shares or securities.

Manner in which Anglo American Shares are held as at the Demerger Record Time	Manner in which AAP Shares (or the beneficial entitlement to such AAP Shares) will be held on the AAP UK Admission	Form of confirmation
UK
On the UK Register in Uncertificated Form through CREST	AAP DIs, representing a beneficial entitlement to AAP Shares (held by the UK Custodian for the UK Depositary on the AAP Jersey Register). The AAP DIs will be credited to the same CREST account in which the holder's Anglo American Shares are held as at the Demerger Record Time.	The relevant CREST account will be credited with the applicable AAP DIs as soon as possible following the AAP UK Admission (which is expected to take effect as soon as possible after 08:00 on Monday, 2 June 2025).
On the UK Register	Either:	Either:
in Certificated Form	• Interests held through the Computershare UK Nominee Service, representing a beneficial entitlement to AAP Shares (held by the UK Custodian for the UK Depositary on the AAP Jersey Register). The AAP DIs	• A statement detailing the number of AAP Shares beneficially held for the Qualifying Shareholder will be sent by Computershare UK Nominee as soon as possible, and no later than 14 days following AAP UK Admission; or
	will be credited to the Computershare UK Nominee's CREST account in the name of (or on behalf of) the Computershare UK Nominee (on behalf of the relevant holder); or	• AAP share certificates will be despatched, at the Qualifying Shareholders' own risk as soon as possible, and no later than 14 days after AAP UK Admission.
	• On the AAP Jersey Register in Certificated Form.
South Africa
On the SA Register in dematerialised or Uncertificated Form in a South African CSDP or broker account	On the AAP SA Register in dematerialised or Uncertificated Form and credited to the same South African CSDP or broker account in which the holder's Anglo American Shares are held as at the Demerger Record Time.	The relevant South African CSDP or broker account will be credited as soon as possible following the AAP UK Admission (which is expected to take effect at 09:00 (South Africa time) on Monday, 2 June 2025).
On the SA Register in Certificated Form	On the AAP SA Register in dematerialised or Uncertificated Form and credited to the Computershare SA Nominee's South African CSDP account in the name of the Computershare SA Nominee (on behalf of the relevant Qualifying Shareholder).	A statement detailing the number of AAP Shares beneficially held for the Qualifying Shareholder to be sent by Computershare SA Nominee as soon as possible, and no later than 14 days after AAP UK Admission.
Botswana
On the Botswana Register in dematerialised or Uncertificated Form	On the AAP SA Register in dematerialised or Uncertificated Form and credited to the Computershare SA Nominee's South African CSDP account in the name of the Computershare SA Nominee (on behalf of the relevant holder).	A statement detailing the number of AAP Shares beneficially held for the Qualifying Shareholder to be sent by Computershare SA Nominee as soon as possible, and no later than 14 days after AAP UK Admission.

4 Explanation of AAP Arrangements for Qualifying Shareholders who hold their Anglo American Shares on the UK Register

4.1 Trading and settlement of the AAP Shares on the LSE

Applications will be made to the FCA for all of the AAP Shares to be admitted to the International Secondary Category of the FCA's Official List and to the LSE for all of the AAP Shares to be admitted to trading on the LSE's main market for listed securities.

It is expected that the AAP UK Admission will become effective and that dealings in the AAP Shares will commence on the LSE by no later than 08:00 on Monday, 2 June 2025. This indicative date may be deferred and is subject to change, for instance if it is necessary to adjourn the General Meeting required to approve the Demerger Resolution, or the Anglo American Board (or any duly authorised committee thereof) no longer consider it to be in the best interests of the Anglo American Shareholders that the Demerger be implemented in accordance with the timetable outlined in Part III (Indicative Timetable of Principal Events) of this Circular.

4.2 Trading and settlement of AAP Shares by Qualifying Shareholders who hold their Anglo American Shares on the UK Register in Uncertificated Form (that is, in CREST)

As securities of issuers domiciled outside the United Kingdom and the Channel Islands (such as AAP (which is incorporated and domiciled in South Africa)) cannot be held or settled directly through CREST, the settlement of trades in AAP Shares on the LSE cannot occur directly through CREST and must occur in the form of AAP DIs. Accordingly, Qualifying Shareholders who hold their Anglo American Shares in Uncertificated Form on the UK Register in CREST as at the Demerger Record Time will receive AAP DIs, which will be credited to the same CREST accounts in which they hold their Anglo American Shares.

Pursuant to the arrangements that will be put in place by AAP, at the Demerger Effective Time, Anglo American will direct the transfer of the relevant Demerger Shares to the UK Custodian to hold on behalf of the UK Depositary, who in turn will hold such AAP Shares on behalf of Qualifying Shareholders who hold their Anglo American Shares in Uncertificated Form on the UK Register at the Demerger Record Time. The UK Custodian will therefore be the registered holder of such AAP Shares on the AAP Jersey Register and hold on behalf of the UK Depositary. The UK Depositary will hold its interest in AAP Shares on behalf of the Underlying Shareholders and issue AAP DIs representing such AAP Shares to the CREST accounts of Qualifying Shareholders who hold their Anglo American Shares in Uncertificated Form on the UK Register as at the Demerger Record Time.

Trading of the AAP Shares on the LSE and settlement of those trades through the transfer of the AAP DIs through CREST will take place in the same way as for Anglo American Shares held through CREST. Each AAP DI will represent one AAP Share.

As a consequence of the Demerger, it is likely that entitlements to fractions of an AAP Share will arise. No entitlements to a fraction of an AAP Share shall be transferred to a Qualifying Shareholder (nor to anyone on behalf of a Qualifying Shareholder). The aggregated number of Demerger Shares to which each Qualifying Shareholder is entitled will first be rounded down to the nearest whole number of AAP Shares, resulting in allocations of whole numbers of AAP Shares. The aggregated excess fractions of AAP Shares to which such Qualifying Shareholder would otherwise be entitled will not be transferred to them, but will instead be sold in the market. The relevant Qualifying Shareholder will be entitled to receive a cash payment in respect of the fraction of an AAP Share to which they otherwise would have been entitled. The cash payment due to a Qualifying Shareholder on the UK Register in respect of their fractional entitlements shall be determined with reference to the Sterling equivalent of the volume-weighted average price in Rand of the AAP Shares traded on the JSE on the first trading day following the last day to trade in Anglo American Shares in order to participate in the Demerger, less 10% of such volume-weighted average price. Such reference price will be announced in Rand on SENS by Anglo American by not later than 11:00 (South Africa time) on the second trading day in South Africa following the last day to trade in Anglo American Shares in order to participate in the Demerger and converted into Sterling using the Rand : Sterling spot rate given on the Bank of England website for the first trading day following the last day to trade in Anglo American Shares in order to participate in the Demerger (expected to be Tuesday, 3 June 2025).

Anglo American will procure that the UK Depositary is instructed to create an assured payment obligation through CREST in favour of the payment bank of the Qualifying Shareholders entitled to such cash payments in accordance with CREST's assured payment arrangements, provided that Anglo American reserves the right to make payment of the said sums by cheque as further detailed in paragraph 4.3 below, if, for reasons outside its reasonable control, it is not able to effect such settlement in the manner as set out above.

Anglo American reserves the right to distribute Demerger Shares to any or all Qualifying Shareholders who hold Qualifying Shares in Uncertificated Form as at the Demerger Record Time in Certificated Form and vice versa if, for reasons outside its reasonable control, it is not able to effect settlement as anticipated.

The AAP DIs will have the same ISIN as the AAP Shares. AAP Shares are expected to trade on the LSE under the ticker symbol "VALT".

Further detail in relation to the operation of the AAP DIs is set out in paragraph 4.2.1 below.

4.2.1 The AAP DIs

(a) What is an AAP DI?

A depositary interest (known as an "AAP DI") enables investors to hold and settle transactions in AAP Shares through CREST. CREST is a paperless settlement system which allows securities to be transferred from one person's CREST account to another electronically without the need to use share certificates or written instruments of transfer. Securities of issuers domiciled outside the United Kingdom and the Channel Islands, such as AAP (which is incorporated and domiciled in South Africa), cannot be held or settled directly in CREST.

AAP will therefore enter into arrangements to enable AAP Shareholders who hold Anglo American Shares on the UK Register in Uncertificated Form to hold, and settle transactions in, AAP Shares through CREST in the form of AAP DIs. Each AAP DI will represent an unencumbered entitlement to one underlying AAP Share. The AAP Shares represented by the AAP DIs will be listed on the FCA's Official List and traded on the LSE. AAP DIs will be transferred in CREST to settle those trades in the same way as other securities in CREST.

(b) How will the AAP DIs work?

An application will be made for the depositary interests representing AAP Shares to be admitted to CREST with effect from the AAP UK Admission.

For Qualifying Shareholders who hold their Anglo American Shares on the UK Register in Uncertificated Form (i.e. through CREST) at the Demerger Record Time, Anglo American will direct the transfer of the Demerger Shares to the UK Custodian to hold on behalf of the UK Depositary (who will in turn hold such AAP Shares on behalf of such Qualifying Shareholders, who will become Underlying Shareholders). The UK Custodian will be the registered holder of such AAP Shares. In turn, the UK Depositary will issue AAP DIs representing such AAP Shares to the CREST accounts of Qualifying Shareholders who hold Anglo American Shares in Uncertificated Form in CREST.

The AAP DIs will represent the entitlements to AAP Shares. Interests in the AAP Shares will be traded on the LSE and the AAP DIs representing the AAP Shares traded will be settled through CREST.

The AAP DIs will be independent securities constituted under English law which may be transferred through the CREST system.

An AAP DI register of CREST participants will be maintained showing full details of the holders of the AAP DIs in a similar fashion to the register of legal ownership of the AAP Shares. Although the AAP Register will show the UK Custodian as the legal holder of the relevant AAP Shares, the beneficial entitlement to the AAP Shares will remain with Underlying Shareholders, as holders of the AAP DIs. The AAP DIs will be in wholly Uncertificated Form and AAP DIs will only be capable of being held and transferred between CREST participants.

Each AAP DI will be treated as one AAP Share for the purposes of determining, for example, eligibility for dividends. The AAP DIs will have the same ISIN as the underlying AAP Shares and will not require a separate listing on the FCA's Official List.

(c) Summary of the principal terms of the Depositary Deed Poll

The Depositary Deed Poll to be executed by the UK Depositary prior to the AAP UK Admission will contain the below provisions. A draft of the Depositary Deed Poll will be available on request from the DI Depositary.

The UK Depositary will hold (itself or through a custodian), as bare trustee, the underlying AAP Shares and all and any rights and other securities, property and cash attributable to the underlying AAP Shares pertaining to the AAP DIs for the benefit of the holders of the relevant AAP DIs (the "AAP DI Holders") as tenants in common. The UK Depositary will re-allocate securities or AAP DIs distributions allocated to the UK Depositary or custodian pro rata to the number of AAP Shares held for the respective accounts of the AAP DI Holders but will not be required to account for fractional entitlements arising from that reallocation.

AAP DI Holders will agree to give any warranties and certifications to the UK Depositary as the UK Depositary may reasonably require. In particular, AAP DI Holders will warrant, among other things, that the securities in AAP transferred or issued to the UK Depositary or any appointed custodian on behalf of the UK Depositary for the account of the AAP DI Holders are issued free and clear of all liens, charges, encumbrances or third party interests and that those transfers or issues are not in contravention of the memorandum of incorporation of AAP or any contractual obligation, or applicable law or regulation, binding or affecting that AAP DIs Holder, and AAP DI Holders agree to indemnify the UK Depositary against any liability incurred as a result of any breach of that warranty.

The UK Depositary and any appointed custodian will pass on to the AAP DI Holders and, so far as they are reasonably able, exercise on behalf of the AAP DI Holders all rights and entitlements received or to which they are entitled in respect of the underlying AAP Shares which are capable of being passed on or exercised. Rights and entitlements to cash distributions, to information, to make choices and elections and to attend and vote at general meetings will, subject to the Depositary Deed Poll, be passed on in the form in which they are received, together with amendments and additional documentation necessary to effect the passing-on, or, as the case may be, be exercised in accordance with the Depositary Deed Poll. If arrangements are made which allow an AAP DI Holder to take up rights in AAP's securities requiring further payment, the holder must put the UK Depositary in cleared funds before the relevant payment date or other date notified by the UK Depositary if it wishes the UK Depositary to exercise those rights on its behalf.

The UK Depositary will be entitled to cancel AAP DIs and treat the AAP DI Holders as having requested a withdrawal of the underlying securities in certain circumstances, including where an AAP DI Holder fails to furnish the UK Depositary with any certificates or representations as to material matters of fact, including their identity, as the UK Depositary deems appropriate.

The UK Depositary will warrant that it is an authorised person under the FSMA and is duly authorised to carry out custodian and other activities under the Depositary Deed Poll. It will also undertake to maintain that status and authorisation.

The Depositary Deed Poll will contain provisions excluding and limiting the UK Depositary's liability. For example, the UK Depositary will not be liable to any AAP DI Holder or any other person for liabilities in connection with the performance or non-performance of obligations under the Depositary Deed Poll or otherwise, except as may result from its negligence, wilful default or fraud or that of any person for whom it is vicariously liable, provided that the UK Depositary will not be liable for the negligence, wilful default or fraud of any custodian or agent which is not a member of its group unless it has failed to exercise reasonable care in the appointment and continued use and supervision of that custodian or agent. Except in the case of personal injury or death, any liability incurred by the UK Depositary to a holder under the Depositary Deed Poll will be limited to the lesser of:

the value of the AAP Shares that would have been properly attributable to the AAP DIs to which the liability relates; and
that proportion of £5 million which corresponds to the portion which the amount the UK Depositary would otherwise be liable to pay to the holder bears to the aggregate of the amounts the UK Depositary would otherwise be liable to pay to all of those holders in respect of the same act, omission or event which gave rise to that liability or, if there are no amounts of that type, £5 million.

The UK Depositary will be entitled to charge AAP DI Holders fees and expenses for the provision of its services under the Depositary Deed Poll.

Each AAP DI Holder will be liable to indemnify the UK Depositary and any custodian (and their agents, officers and employees), and hold each of them harmless, from and against all liabilities arising from or incurred in connection with, or arising from any act related to, the Depositary Deed Poll so far as they relate to the property held for the account of that holder, other than those caused by or resulting from the wilful default, negligence or fraud of: (i) the UK Depositary; or (ii) the custodian or any agent if that custodian or agent is a member of the UK Depositary's group or if, not being a member of the same group, the UK Depositary will have failed to exercise reasonable care in the appointment and continued use of that custodian or agent.

The UK Depositary will be entitled to make deductions from the deposited property or any income or capital arising from it, or to sell any deposited property and make deductions from the sale proceeds of it, in order to discharge the indemnification obligations of AAP DI Holders.

The UK Depositary may terminate the Depositary Deed Poll by giving not less than 30 days' notice. During that notice period, AAP DI Holders may cancel their AAP DIs and withdraw their deposited property and, if any AAP DIs remain outstanding after termination, the UK Depositary will, as soon as reasonably practicable and among other things: (i) deliver the deposited property in respect of the AAP DIs to the relevant AAP DI Holder; or (ii) at the UK Depositary's discretion, sell all or part of that deposited property. It will, as soon as reasonably practicable, deliver the net proceeds of any sale, after deducting any sums due to the UK Depositary, together with any other cash held by it under the Depositary Deed Poll, pro rata to the AAP DI Holders in respect of their AAP DIs.

The UK Depositary or AAP may require from any AAP DI Holder: (i) information as to the capacity in which AAP DIs are owned or held by any AAP DI Holders and the identity of any other person with any interest of any kind in those AAP DIs or the underlying AAP Shares and the nature of those interests; (ii) evidence or declaration of nationality or residence of the legal or beneficial owner(s) of AAP DIs and any information as is required to transfer the relevant AAP DIs or AAP Shares to the AAP DI Holder; and (iii) any information as is necessary or desirable for the purposes of the Depositary Deed Poll or any other agreement or arrangement relating to CREST, and holders will be bound to provide any information requested. The AAP DI Holders will consent to the disclosure of that information by the UK Depositary, custodian or AAP to the extent necessary or desirable to comply with their respective legal or regulatory obligations.

Furthermore, to the extent that AAP's constitutional documents, including its memorandum of incorporation, or applicable laws or regulations may require the disclosure to AAP of, or limitations in relation to, beneficial or other ownership of, or interests of any kind whatsoever in AAP's securities, the AAP DI Holders shall comply with AAP's instructions with respect to them.

AAP DI Holders may not have the opportunity to exercise all of the rights and entitlements available to holders of AAP Shares, including, for example, the ability to vote on a show of hands. The UK Depositary will not exercise choices, elections or voting rights in respect of the AAP DIs in the absence of express instructions from the relevant AAP DI Holder. In relation to voting, it will be important for AAP DI Holders to give prompt instructions to the UK Depositary or its nominated custodian, in accordance with any voting arrangements made available to them, to vote the underlying AAP Shares on their behalf or, to the extent possible, to take advantage of any arrangements enabling AAP DI Holders to vote as a proxy of the UK Depositary or its nominated custodian.

(d) Summary of the principal terms of the Depositary Agreement

The Depositary Services Agreement to be entered into between AAP and the UK Depositary prior to the AAP UK Admission will contain the below provisions.

Under the Depositary Services Agreement, AAP will appoint the UK Depositary to constitute and issue from time to time, upon the terms of the Depositary Deed Poll, a series of AAP DIs representing the AAP Shares and to provide certain other services (including depositary services, custody services and dividend services) in connection with those AAP DIs.

The UK Depositary will agree that it will comply with the terms of the Depositary Deed Poll and that it will perform its obligations with reasonable skill and care. The UK Depositary will assume certain specific obligations, including, for example, to arrange for the AAP DIs to be admitted to CREST as participating securities and provide copies of, and access to, the register of AAP DIs.

AAP will acknowledge that it will be its responsibility to, and it undertakes to, advise the UK Depositary promptly of any securities laws or other applicable laws, rules or regulations in South Africa with which the UK Depositary must comply in providing the services.

AAP will agree to provide any assistance, information and documentation to the UK Depositary as is required by the UK Depositary for the purposes of performing its duties, responsibilities and obligations under the Depositary Services Agreement.

AAP will indemnify the UK Depositary on demand from and against all loss suffered by the UK Depositary as a result of or in connection with the performance of its obligations under the Depositary Services Agreement, except to the extent that any losses result from the UK Depositary's own negligence, fraud or wilful default (or that of its officers, employees, agents or sub-contractors), or as a result of a breach by the UK Depositary of a term of the Depositary Services Agreement. The UK Depositary will indemnify AAP and its officers and employees from and against any loss (excluding indirect, consequential or special loss) which any of them may incur in any way as a result of or in connection with the fraud, negligence or wilful default of the UK Depositary (or that of its officers, employees, agents or sub-contractors). The aggregate liability of the UK Depositary to AAP over any 12-month period under the Depositary Services Agreement will not exceed twice the amount of the fees payable in any 12-month period in respect of a single claim or in the aggregate.

Subject to any earlier termination, the appointment of the UK Depositary will continue for a fixed period of five years and thereafter until terminated in accordance with the terms of the Depositary Services Agreement. Should the Depositary Services Agreement be terminated for any reason other than arising from the UK Depositary's fraud, negligence, wilful default or material breach of a term of the Depositary Services Agreement, AAP will within 30 days of termination pay to the UK Depositary the UK Depositary's reasonable and properly

incurred costs and expenses of transferring the AAP DI register to its new registrar. Either party may terminate the Depositary Services Agreement by giving not less than six months' notice in writing. Either party may terminate the Depositary Services Agreement with immediate effect by notice in writing if the other party: (i) will be in persistent or material breach of any term of the Depositary Services Agreement and that breach is not remedied within 21 days of receiving notice of such breach and a request for that remedy; (ii) goes into insolvency or liquidation or administration or a receiver is appointed over any part of its undertaking or assets, subject to certain provisos; or (iii) will cease to have the appropriate authorisations which permit it lawfully to perform its obligations under the Depositary Services Agreement.

The UK Depositary will be entitled to employ agents for the purposes of carrying out certain matters of a specialist nature under the Depositary Services Agreement, which the DI Depositary may consider appropriate.

AAP will pay to the UK Depositary an annual fee for its services under the Depositary Services Agreement. AAP will pay a fixed fee for the deposit, cancellation and transfer of the AAP DIs and the compilation of the initial AAP DI register. AAP will in addition reimburse the UK Depositary within 30 days of the UK Depositary's invoice for all network charges, CREST charges, money transmission and banking charges and other out-of-pocket expenses incurred by it in connection with the provision of the services under the Depositary Services Agreement.

4.3 Trading and settlement in respect of AAP Shares by Qualifying Shareholders who hold their Anglo American Shares on the UK Register in Certificated Form

4.3.1 Qualifying Shareholders eligible to receive entitlements to AAP Shares through the Computershare UK Nominee Service

In the case of eligible Qualifying Shareholders whose Anglo American Shares are registered on the UK Register and held in Certificated Form as at the Demerger Record Time and who are eligible to receive entitlements to AAP Shares through the Computershare UK Nominee Service, the Demerger Shares to which they are entitled will be received by the Computershare UK Nominee in the form of AAP DIs which will be credited to the CREST account of the Computershare UK Nominee, who will in turn hold such AAP DIs on behalf of the holders of the relevant Anglo American Shares, as recorded in accounts maintained by the Computershare UK Nominee.

As at the Latest Practicable Date, Qualifying Shareholders resident in the following jurisdictions will be eligible to hold through the Computershare UK Nominee Service: Argentina, Botswana, Brazil, Chile, Gibraltar, Guernsey, Guinea, Hong Kong, Indonesia, Isle of Man, Jersey, Mexico, Namibia, Paraguay, Peru, South Africa, South Korea, Switzerland, Taiwan and the UK (together, the "Eligible CSN Jurisdictions").

Pursuant to the arrangements that will be put in place by AAP, at the Demerger Effective Time, for those eligible Qualifying Shareholders for whom the Computershare UK Nominee is permitted to hold entitlements to AAP Shares, Anglo American will direct the transfer of the relevant Demerger Shares to the UK Custodian to hold on behalf of the UK Depositary. The UK Depositary will hold its interest on behalf of the Underlying Shareholders and issue AAP DIs representing such AAP Shares to the CREST account for the Computershare UK Nominee, which will be held on behalf of the holders of the relevant Anglo American Shares, as recorded in accounts maintained by the Computershare UK Nominee.

As a consequence of the Demerger, it is likely that entitlements to fractions of an AAP Share will arise. No entitlements to a fraction of an AAP Share shall be transferred to a Qualifying Shareholder (nor to anyone on behalf of a Qualifying Shareholder). The aggregated number of Demerger Shares to which Qualifying Shareholders are entitled will first be rounded down to the nearest whole number of AAP Shares, resulting in allocations of whole numbers of AAP Shares. The aggregated excess fractions of AAP Shares to which such Qualifying Shareholders would otherwise be entitled will not be transferred to them but will instead be sold in the market, and the relevant Qualifying Shareholder will be entitled to receive a cash payment in respect of the fraction of an AAP Share to which they otherwise would have been entitled. The cash payment due to a Qualifying Shareholder on the UK Register in respect of their fractional entitlements shall be determined with reference to the Sterling equivalent of the volume-weighted average price in Rand of the AAP Shares traded on the JSE on the first trading day following the last day to trade in Anglo American Shares in order to participate in the Demerger, less 10% of such volumeweighted average price. Such reference price will be announced in Rand on SENS by Anglo American by not later than 11:00 (South Africa time) on the second trading day in South Africa following the last day to trade in Anglo American Shares in order to participate in the Demerger and converted into Sterling using the Rand : Sterling spot rate given on the Bank of England website for the first trading day following the last day to trade in Anglo American Shares in order to participate in the Demerger (expected to be Tuesday, 3 June 2025).

Anglo American will procure that the AAP Jersey Register Registrar is instructed to create, in accordance with their current Anglo American dividend payment instructions, either: (i) an assured payment obligation in favour of their nominated bank account; or (ii) a payment by cheque. If, for reasons outside its reasonable control, it is not able to effect payment under method (i) above, Anglo American reserves the right to make payment of the said sums by cheque.

To the extent that any payments are to be made by way of cheque, delivery of such cheques shall be effected by sending the same, in respect of Qualifying Shareholders who hold Anglo American Shares in Certificated Form on the UK Register at the Demerger Record Time, by first class post (or international standard post, if overseas), in each case, in pre-paid envelopes addressed to the persons entitled thereto at their respective addresses as appearing in the UK Register as at the Demerger Record Time (and, in the case of joint holders, at the address of one of the joint holders whose name stands first in the UK Register at the Demerger Record Time). No cheques will be sent to any Qualifying Shareholder who is recorded in the books of the AAP Jersey Register as "gone away".

None of Anglo American, AAP, nor any person appointed by Anglo American or AAP, nor their respective directors, employees, representatives, officers, nominee(s) nor their respective agents shall be responsible for any loss or delay in the delivery of any cheques sent in accordance with this paragraph 4.3.1, which shall be sent at the risk of persons so entitled.

Anglo American reserves the right to distribute Demerger Shares to any or all Qualifying Shareholders who hold Anglo American Shares in Certificated Form as at the Demerger Record Time in Certificated Form if, for reasons outside its reasonable control, it is not able to effect settlement as anticipated.

The terms and conditions of the Computershare UK Nominee Service are set out in Schedule I (Computershare UK Nominee Service Terms and Conditions) of this Circular.

4.3.2 Qualifying Shareholders not eligible to receive entitlements to AAP Shares through the Computershare UK Nominee Service

In the case of Qualifying Shareholders whose Anglo American Shares are registered on the UK Register and held in Certificated Form as at the Demerger Record Time and who are not eligible to receive entitlements to AAP Shares through the Computershare UK Nominee Service (because they are not resident in one of the Eligible CSN Jurisdictions), the Demerger Shares to which they are entitled will be issued in Certificated Form on the AAP Jersey Register.

Transfer and settlement of AAP Shares issued in Certificated Form on the AAP Jersey Register will take place in a similar way as settlement of transfers occurs in respect of Anglo American Shares held in Certificated Form on the UK Register by Anglo American Shareholders.

As a consequence of the Demerger, it is likely that entitlements to fractions of an AAP Share will arise. No entitlements to a fraction of an AAP Share shall be transferred to a Qualifying Shareholder. The aggregated number of Demerger Shares to which Qualifying Shareholders are entitled will first be rounded down to the nearest whole number of AAP Shares, resulting in allocations of whole numbers of AAP Shares. The aggregated excess fractions of AAP Shares to which such Qualifying Shareholders would otherwise be entitled will not be transferred to them but will instead be sold in the market, and the relevant Qualifying Shareholder will be entitled to receive a cash payment in respect of the fraction of an AAP Share to which they otherwise would have been entitled. The cash payment due to a Qualifying Shareholder on the UK Register in respect of their fractional entitlements shall be determined with reference to the Sterling equivalent of the volume-weighted average price in Rand of the AAP Shares traded on the JSE on the first trading day following the last day to trade in Anglo American Shares in order to participate in the Demerger, less 10% of such volume-weighted average price. Such reference price will be announced in Rand on SENS by Anglo American by not later than 11:00 (South Africa time) on the second trading day in South Africa following the last day to trade in Anglo American Shares in order to participate in the Demerger and converted into Sterling using the Rand : Sterling spot rate given on the Bank of England website for the first trading day following the last day to trade in Anglo American Shares in order to participate in the Demerger (expected to be Tuesday, 3 June 2025).

None of Anglo American, AAP nor any person appointed by Anglo American or AAP nor their respective directors, employees, representatives, officers, nominee(s) nor their respective agents shall be responsible for any loss or delay in the delivery of any cheques sent in accordance with this paragraph 4.3.2, which shall be sent at the risk of persons so entitled.

Definitive share certificates for the AAP Shares are expected to be despatched by no later than Friday, 13 June 2025. Pending the despatch of share certificates for AAP Shares, transfers of AAP Shares by Qualifying Shareholders whose AAP Shares are held in Certificated Form will be certified against the AAP Jersey Register. Temporary documents of title will not be issued in respect of the AAP Shares held in this manner. No share certificates for AAP Shares will be despatched to any Qualifying Shareholder who is recorded in the books of the AAP Jersey Register as "gone away".

In a similar way in which Anglo American Shareholders can currently deposit their Anglo American Shares with a broker to support any trading and settlement activities in Anglo American Shares, holders of AAP Shares in Certificated Form on the AAP Jersey Register are similarly expected to be able to deposit their AAP Shares with a broker to support any trading and settlement activities in AAP Shares.

Anglo American reserves the right to distribute the Demerger Shares to any or all Qualifying Shareholders who hold Anglo American Shares in Uncertificated Form as at the Demerger Record Time in Certificated Form and vice versa if, for reasons outside its reasonable control, it is not able to effect settlement as anticipated.

5 Explanation of AAP Arrangements for Qualifying Shareholders who hold their Anglo American Shares on the SA Register

5.1 Trading and settlement of the AAP Shares on the JSE

AAP Shares are currently listed and traded on the JSE under the abbreviated name "Amplats" and AAP's share code is "AMS". Following AAP's proposed name change to Valterra Platinum Limited, the AAP Shares will be listed and traded on the JSE under a new abbreviated name of "Valterra", and AAP's new share code of "VAL", which correspond to AAP's proposed name of Valterra Platinum Limited.

It is expected that dealings in the Demerger Shares by Qualifying Shareholders on the JSE will commence at 09:00 (South Africa time) on Monday, 2 June 2025. This indicative date may be deferred and is subject to change, for instance, if it is necessary to adjourn the General Meeting required to approve the Demerger Resolution, or the Anglo American Board (or any duly authorised committee thereof) no longer consider it to be in the best interests of the Anglo American Shareholders that the Demerger be implemented in accordance with the timetable outlined in Part III (Indicative Timetable of Principal Events) of this Circular.

As AAP Shares are already listed and traded on the JSE, settlement of transactions in AAP Shares following the AAP UK Admission will continue to take place in dematerialised form (also known as Uncertificated Form) within the Strate System. The ISIN for the AAP Shares is ZAE000013181 and the SEDOL number is BV1D8Q6.

The Strate System is operated by Strate, which is the authorised central securities depositary in South Africa and the Strate System enables the electronic settlement of all financial instruments listed on the JSE. Shares that are not represented by documents of title, and where documents of title have been replaced with electronic records of ownership, are referred to as being dematerialised or held in Uncertificated Form. Shares that are evidenced by share certificates or other documents of title are referred to as Certificated shares or shares held in Certificated Form. South African CSDPs are authorised by Strate to perform custody, administration and/or settlement services and, accordingly, Strate maintains central securities accounts for the South African CSDPs who are appointed by market participants. South African CSDPs administer securities accounts and are the only market participants who can liaise directly with the Strate System.

Under the Strate System, there are two types of clients, controlled and non-controlled. Controlled clients elect to receive their shares or cash in the custody of their broker, and therefore, indirectly, the broker's chosen South African CSDP. Controlled clients deal directly and exclusively with their broker. Non-controlled clients appoint their own South African CSDP. Non-controlled clients receive share statements directly from their South African CSDP.

5.2 Trading and settlement of AAP Shares by Qualifying Shareholders who hold their Anglo American Shares on the SA Register in dematerialised or Uncertificated Form (that is, in the Strate System)

In the case of Qualifying Shareholders whose Anglo American Shares are registered on the SA Register and are held in Uncertificated Form as at the Demerger Record Time, the Demerger Shares to which they are entitled will be credited to the same South African CSDP or broker account in which the holder's Anglo American Shares are held as at the Demerger Record Time. Transfer and settlement of such AAP Shares will be effected through the Strate System and in accordance with the Strate System Rules. Settlement of trades will therefore occur in the same manner as settlement of Anglo American Shares held in dematerialised or Uncertificated Form on the SA Register by Anglo American Shareholders.

Holders whose AAP Shares are held in dematerialised or Uncertificated Form through the Strate System (or their nominee, if such holders have put in place underlying nominee arrangements) are required to maintain an account with a South African CSDP or broker and should instruct their South African CSDP or broker regarding voting and other matters in accordance with the mandate entered into between such holder and their South African CSDP or broker. If such holders do not hold their AAP Shares on an 'own-name' basis and wish to attend an AAP Shareholder meeting in person, they will need to request a proxy or voting instruction form from their South African CSDP or broker or appointed nominee. Payments (for example, dividends paid by AAP) by South African CSDPs or brokers to holders (or their nominee, where applicable) will be made in accordance with the terms of the mandate entered into between such holders and their South African CSDP or broker or nominee, and holders can contact their South African CSDP or broker or nominee for further information in this regard.

Anglo American will procure that the SA Transfer Secretary is instructed to make the appropriate arrangements to credit the applicable Qualifying Shareholders' South African CSDP or broker accounts (or that of their nominee, where applicable) with the relevant AAP Shares as soon as possible following the AAP UK Admission.

As a consequence of the Demerger, it is likely that entitlements to fractions of AAP Shares will arise. No entitlements to a fraction of an AAP Share shall be transferred to a Qualifying Shareholder (nor to anyone on behalf of a Qualifying Shareholder). The aggregated number of Demerger Shares to which Qualifying Shareholders are entitled will first be rounded down to the nearest whole number of AAP Shares, resulting in allocations of whole numbers of AAP Shares. The aggregated excess fractions of AAP Shares to which such Qualifying Shareholders would otherwise be entitled will not be transferred to them but will instead be sold in the market, and the relevant Qualifying Shareholder will be entitled to receive a cash payment in respect of the fraction of an AAP Share to which they otherwise would have been entitled. The cash payment due to a Qualifying Shareholder on the SA Register in respect of their fractional entitlements shall be determined with reference to the volume-weighted average price in Rand of the AAP Shares traded on the JSE on the first trading day following the last day to trade in Anglo American Shares in order to participate in the Demerger, less 10% of such volume-weighted average price. Such reference price will be announced on SENS by Anglo American by not later than 11:00 (South Africa time) on the second trading day in South Africa following the last day to trade in Anglo American Shares in order to participate in the Demerger (expected to be Tuesday, 3 June 2025).

Anglo American will procure that the SA Transfer Secretary is instructed to create an assured payment obligation in favour of the payment banks of the relevant South African CSDPs or brokers in accordance with the Strate System assured payment arrangements for the sums payable, subject to any applicable requirements of the Exchange Control Regulations, in respect of fractional entitlements.

Payments by South African CSDPs or brokers to the Qualifying Shareholders entitled to the relevant cash payments will be made in accordance with the terms of the relevant custody agreement and other mandates entered into between the Qualifying Shareholders and their South African CSDP or broker, subject to any applicable requirements of the Exchange Control Regulations. Qualifying Shareholders can contact their South African CSDP or broker for further information in this regard.

None of Anglo American nor AAP nor their respective agents shall have any liability to Anglo American Shareholders in the event that an Anglo American Shareholder does not receive payment from their South African CSDP or broker. The creation of an assured payment obligation in accordance with the Strate System assured payment arrangements will be a complete discharge of Anglo American's payment obligations in respect of such Anglo American Shareholders.

5.3 Trading and settlement in respect of AAP Shares by Qualifying Shareholders who hold their Anglo American Shares on the SA Register in Certificated Form

In the case of Qualifying Shareholders whose Anglo American Shares are registered on the SA Register and held in Certificated Form as at the Demerger Record Time, the Demerger Shares to which they are entitled will only be capable of being traded and settled on the JSE through the Strate System in dematerialised or Uncertificated Form. Accordingly, the Computershare SA Nominee will receive such AAP Shares in Uncertificated Form which will be held on behalf of the holders of the relevant Anglo American Shares, as recorded in accounts maintained by the Computershare SA Nominee's South African CSDP. A statement detailing the number of AAP Shares beneficially held for the Qualifying Shareholder by Computershare SA Nominee will be sent by Computershare SA Nominee as soon as possible, and no later than 14 days after AAP UK Admission.

Anglo American will procure that the SA Transfer Secretary is instructed to create an assured payment obligation in favour of the Computershare SA Nominee's South African CSDP account in accordance with the Strate System assured payment arrangements for the sums payable, subject to any applicable requirements of the Exchange Control Regulations, in respect of fractional entitlements.

None of Anglo American nor AAP nor their respective agents shall have any liability to Anglo American Shareholders in the event that an Anglo American Shareholder does not receive payment from the Computershare SA Nominee. The creation of an assured payment obligation in accordance with the Strate System assured payment arrangements will be a complete discharge of Anglo American's payment obligations in respect of such Anglo American Shareholders.

To be able to take any action in respect of the Demerger Shares (or fractional entitlements in respect of Demerger Shares) to which they are entitled (for example, trading, voting and/or receiving dividends or re-materialisation), such Qualifying Shareholders will need to contact the Computershare SA Nominee and complete certain 'know your customer' checks that must be carried out by the Computershare SA Nominee to satisfy legal and regulatory requirements. Qualifying Shareholders can contact the Computershare SA Nominee at [email protected] or 086 1100 634 or +27 11 370 5000.

5.4 Exchange Control Regulations

Part XI (Exchange Control Regulations) of this Circular contains a summary of the Exchange Control Regulations as they apply to the AAP Shares and New Anglo American Shares listed and traded on the JSE. All Anglo American Shareholders must satisfy themselves as to the full observance of the laws of any relevant jurisdiction concerning the receipt of the AAP Shares pursuant to the Demerger and New Anglo American Shares pursuant to the Anglo American Share Consolidation, including (without limitation) obtaining any requisite governmental or other consents, observing any other requisite formalities and paying any issue, transfer or other taxes due in such jurisdiction. If in doubt, you should consult your professional advisers immediately.

6 Explanation of AAP Arrangements for Qualifying Shareholders who hold their Anglo American Shares on the Botswana Register

6.1 Trading and settlement in respect of AAP Shares by Qualifying Shareholders who hold their Anglo American Shares on the Botswana Register

As all Anglo American Shareholders on the Botswana Register hold their Anglo American Shares in Uncertificated Form and on the basis that AAP does not (and nor does it propose to) have a share register in Botswana, arrangements will be put in place to provide that the Demerger Shares to which such Qualifying Shareholders are entitled will be capable of being traded and settled on the JSE through the Strate System in dematerialised or Uncertificated Form.

Accordingly, the Computershare SA Nominee will receive such AAP Shares in Uncertificated Form which will be held on behalf of the holders of the relevant Anglo American Shares, as recorded in accounts maintained by the Computershare SA Nominee's South African CSDP. A statement detailing the number of AAP Shares beneficially held for the Qualifying Shareholder by Computershare SA Nominee will be sent by Computershare SA Nominee as soon as possible, and no later than 14 days after AAP UK Admission.

determined with reference to the volume-weighted average price in Rand of the AAP Shares traded on the JSE on the first trading day following the last day to trade in Anglo American Shares in order to participate in the Demerger, less 10% of such volume-weighted average price. Such reference price will be announced on SENS by Anglo American by not later than 11:00 (South Africa time) on the second trading day in South Africa following the last day to trade in Anglo American Shares in order to participate in the Demerger (expected to be Tuesday, 3 June 2025).

None of Anglo American nor AAP nor their respective agents shall have any liability to Anglo American Shareholders in the event that an Anglo American Shareholder does not receive payment from the Computershare SA Nominee. The creation of an assured payment obligation in accordance with the Strate System assured payment arrangements will be a complete discharge of Anglo American's payment obligations in respect of such Anglo American Shareholders.

7 Explanation of AAP Arrangements for ADS Holders

Anglo American established a sponsored level one American depositary share program pursuant to a deposit agreement entered into by Anglo American on 9 November 2015 with the ADS Depositary and owners and holders of Anglo American ADSs.

Under the Proposals, the ADS Depositary (or its agent) will receive Demerger Shares (or a beneficial entitlement to such Demerger Shares) in its capacity as an Anglo American Shareholder. Pursuant to the arrangements put in place with the ADS Depositary, the ADS Depositary (or its agent or nominee/custodian) will receive Demerger Shares (or beneficial entitlement to such Demerger Shares) on the AAP SA Register as if all of the Anglo American Shares held by the ADS Depositary as at the Demerger Record Time are held on the SA Register in dematerialised or Uncertificated Form in a South African CSDP or broker account, as summarised in paragraphs 3 and 5.2 above.

ADS Holders as at the ADS Record Date will be entitled to receive newly-issued AAP ADSs in connection with the Demerger.

AAP has its own ADS program and has provided for the deposit of AAP Shares from time to time with the ADS Depositary pursuant to a deposit agreement dated 2 June 2016 between AAP, the ADS Depositary as depositary of AAP ADSs and the owners and holders of AAP ADSs, for the creation and delivery of AAP ADSs representing the AAP Shares that are deposited.

Until the close of business on the trading day prior to the ADS Record Date, Anglo American ADSs will trade with the entitlement to receive AAP ADSs in connection with the Demerger, which means that a seller of Anglo American ADSs will also be selling its right to receive AAP ADSs. Beginning on the trading day of the ADS Record Date, it is expected that Anglo American ADSs will go 'ex-distribution' on Friday, 30 May 2025 which means trading without the entitlement to receive AAP ADSs in connection with the Demerger, and a person that sells Anglo American ADSs on and after that day will retain the right to receive AAP ADSs notwithstanding that they have disposed of the Anglo American ADSs.

Following its receipt of the Demerger Shares, the ADS Depositary will deliver AAP ADSs to the relevant ADS Holders as at the close of business on the ADS Record Date. On the ADS Distribution Date, the ADS Depositary will deliver AAP ADSs to the DTC and DTC will allocate those AAP ADSs to the DTC Participants that held Anglo American ADSs as at the ADS Record Date. DTC Participants in turn will credit the AAP ADSs received to the securities accounts of customers that had Anglo American ADSs credited to their accounts as at the ADS Record Date. ADS Holders are encouraged to contact their broker or other securities intermediary for further information about their account and when they will be able to begin trading their AAP ADSs.

On and after the ADS Distribution Date, the ADS Depositary will register AAP ADSs in the names of other ADS Holders that held Anglo American ADSs directly on the books of the ADS Depositary as at the ADS Record Date and will send those ADS Holders confirmations of that registration of the whole number of AAP ADSs they are entitled to receive in connection with the Demerger.

The ADS Depositary will deliver AAP ADSs to DTC on the ADS Distribution Date for allocation by DTC to the accounts of participants in the DTC system entitled to them.

If an ADS Holder holds Anglo American ADSs in a securities account with a financial institution that is a participant in DTC, the DTC Participant through which that ADS Holder holds Anglo American ADSs will allocate the AAP ADSs to the securities account of that ADS Holder.

Suspension of Issuance and Cancellation of Anglo American ADSs

The ADS Depositary will suspend the issuance and cancellation of Anglo American ADSs from the close of business (New York City time) on Thursday, 29 May 2025 until the open of business (New York City time) on a date to be determined, expected to be on or after Monday, 2 June 2025. During this time, it will not be possible to surrender Anglo American ADSs for delivery of underlying Anglo American Shares, or deposit Anglo American Shares and for delivery of Anglo American ADSs. However, the closing of the issuance and cancellation books does not impact trading, and therefore trading of Anglo American ADSs may continue during this period.

Treatment of Fractional AAP ADSs

The Demerger may result in fractional entitlements of AAP ADSs for certain ADS Holders. Fractional AAP ADSs will not be delivered by the ADS Depositary to the DTC or any other ADS Holder. Similarly, DTC will not allocate a fraction of an AAP ADS to any DTC Participant nor will DTC Participants allocate a fraction of any AAP ADS to any customer account. The ADS Depositary will aggregate fractional AAP ADS entitlements into whole AAP ADSs, sell such whole AAP ADSs in the open market at prevailing rates as soon as administratively feasible following the Demerger and distribute the net cash proceeds from the sales pro rata to the DTC and other ADS Holders on its register. DTC and DTC Participants will employ a similar process of selling fractional entitlements and allocating net cash proceeds in accordance with their customary practices.

PART VI RISK FACTORS

Section A below sets out risks relating to an investment in the AAP Group and the Demerger. Section B below sets out risks relating to the AAP Shares. Anglo American Shareholders are exposed to some of these risks in respect of their current shareholding in Anglo American. The AAP Prospectus sets out additional risks relating to the AAP Group's business and industry and certain legal and regulatory risks applicable to the AAP Group. The risk factors set out below have been extracted without material adjustment from the corresponding risk factors in the AAP Prospectus. Please refer to the AAP Prospectus for full details of all risk factors relating to the AAP Group.

You should consult a legal adviser, a duly authorised independent financial adviser or a tax adviser for legal, financial or tax advice.

SECTION A: RISKS RELATING TO AN INVESTMENT IN THE AAP GROUP AND THE DEMERGER

1 Some or all of the anticipated benefits of the Demerger may not be realised

There can be no guarantee that the anticipated benefits of the Demerger, such as providing the AAP Group with an opportunity to reduce organisational complexity and focus on its strategic priorities as a standalone entity in order to create further value for stakeholders, will materialise in full, in part, or in a timely manner, or that unforeseen adverse consequences for the AAP Group will not emerge as a result of the Demerger. For example, the costs to finalise the Demerger may be greater than anticipated and future regulatory changes may diminish the anticipated regulatory benefits of the Demerger. In addition, the AAP Group may experience some negative effects from its separation from the Anglo American Group, including loss of access to financial, managerial and professional resources, as well as procurement synergies, from which it had benefitted in the past. The AAP Group may, however, benefit from savings in relation to the termination of inter-company agreements, and subsequent inter-company charges, as a result of the Demerger. If the benefits of the Demerger are not realised as expected and/or the AAP Group incurs significant additional costs in realising them, this could have a material adverse effect on the AAP Group's cash flows and financial condition.

2 The AAP Group will not be able to rely on certain existing sources to fund its future capital requirements and financing from new sources may be available on less favourable terms

As a result of the Demerger, the AAP Group will be repaying, cancelling and/or refinancing all of its existing facilities. The AAP Group's existing debt facilities will be replaced by new debt facilities on, or before, the date of the Demerger (all of which have been agreed as at the Latest Practicable Date), with the conditions to draw down within the sole control of the AAP Group or else subject only to customary conditions. In particular, the AAP Group's capital needs have previously been partly satisfied by the Anglo American Group through the provision of inter-group funding facilities (albeit on arm's length market terms). Prior to completion of the Demerger, the AAP Group will repay all outstanding amounts under the inter-group facilities to the Anglo American Group in full and therefore, following the Demerger, the AAP Group will not have any funding facilities in place with the Anglo American Group.

In the medium and longer term (being more than 12 months following the date of the AAP Prospectus), the AAP Group's capital and funding requirements will depend on many factors, including its revenues, which are primarily driven by the AAP Group's production levels, its realised PGM price, the ZAR/USD and (to a lesser extent) ZWG/ USD foreign exchange rates, its wages, cost of energy and consumables, royalties and other associated costs, its rate of growth, exploration efforts, infrastructure investment, its maintenance requirements, ability to raise external funding and cost of capital. The AAP Group may therefore need to raise additional funds through debt financing, metal prepayments or public or private equity issuances. The AAP Group's operations are mostly concentrated in South Africa and certain factors beyond the AAP Group's control may negatively influence investors' risk perceptions of South Africa or emerging markets generally, and negatively affect the AAP Group's access to international capital markets and, further, international capital markets themselves may also be subject to continuing global instabilities which may impact the availability of finance. In the medium and longer term, if the AAP Group does not generate sufficient cash flows from operations and cannot raise funds on acceptable terms if and when needed, it may not be able to further develop its business or invest in new projects, take advantage of future opportunities, or respond to competitive pressures or unanticipated requirements, all of which could have a material adverse effect on the AAP Group's results of operations, cash flows, financial condition and also growth prospects.

3 The agreements entered or to be entered into by AAP in connection with the Demerger expose the AAP Group to counterparty risk

In anticipation of, and in connection with, the Demerger, AAP has entered into agreements with various members of the Anglo American Group, including:

an agreement between Anglo American and AAP in relation to the Demerger (the "Demerger Agreement");
an umbrella services agreement (the "Umbrella Services Agreement"); and
the indemnity agreement (the "Indemnity Agreement").

If the Anglo American Group fails to meet its obligations under any of the agreements or fails to provide the services and other information in a timely manner or as required under the relevant agreement, such failure could negatively affect the orderly implementation of the Demerger and could, in turn, have a material adverse effect on the AAP Group's results of operations, cash flows and financial condition.

SECTION B: RISKS RELATING TO THE AAP SHARES

1 An active trading market may not develop or be sustained in the United Kingdom in the future

Although an application will be made for the AAP UK Admission, and although the AAP Shares are already listed on the JSE, there is no guarantee that an active trading market for the AAP Shares will develop on the LSE or, if developed, can be sustained. If an active trading market is not developed or maintained, the liquidity and trading price of the AAP Shares traded on the LSE could be adversely affected.

2 The market price of the AAP Shares may be volatile and subject to fluctuations, including significant decreases, due to, among other factors, flowback

Following AAP UK Admission, the market price of the AAP Shares could be volatile and subject to significant fluctuations due to a variety of factors, some of which relate to the financial performance of the AAP Group. These include changes in general market conditions, the general performance of the JSE and the LSE, changes in sentiment in the market regarding the AAP Shares (or securities similar to them), potential or actual sales of the AAP Shares in the market by AAP Shareholders either voluntarily or in forced transactions as a result of restrictions on the types or geographies of securities they can hold in their portfolios, regulatory changes affecting the AAP Group's operations, variations in the AAP Group's operating results, business developments for the AAP Group or their competitors, the operating and share price performance of other companies in the industries and markets in which the AAP Group operates, exchange rate fluctuations, perceptions of economic and political risk or speculation about the AAP Group in the press, media or the investment community. The sale of shares in such circumstances is commonly known as 'flowback'. The price and liquidity of the AAP Shares may also vary between the exchanges on which they are listed, including as a result of differences in the rates of applicable transfer taxes. Furthermore, the AAP Group's operating results and growth prospects from time to time may be below the expectations of market analysts and investors.

Historically, the Anglo American Group has held a majority of the AAP Shares and, as at the Latest Practicable Date, 66.7% of AAP's issued share capital was held by Anglo American International. Save for the Placings, the Anglo American Group's interest in AAP has remained stable in recent years. Volatility in the AAP Shares has consequently been limited and the active trading market for the AAP Shares on the JSE is based on the AAP Shares held by AAP Shareholders other than the Anglo American Group (which is currently 33.3% of AAP's issued share capital).

Financial markets have experienced significant price and volume fluctuations over time that have particularly affected market prices of equity securities, in contrast with the operating performance, growth prospects or underlying asset values of these companies.

There is no assurance that continuing fluctuations in the price and volume of publicly traded equity securities will not occur. If increased levels of volatility and market turmoil occur, the trading price of the AAP Shares may be adversely affected.

3 Future sales of AAP Shares by major Shareholders (including by the Retained Interest Shareholders), or the perception that such sales could occur, could adversely affect the market value of the AAP Shares

On AAP UK Admission, the Retained Interest Shareholders will retain an interest of approximately 19.9% of the total issued ordinary share capital of AAP (excluding AAP's treasury shares). Anglo American announced on 17 February 2025 that it intended to exit its post-Demerger residual shareholding in AAP responsibly over time. As a result, there can be no assurance that in the future, the Retained Interest Shareholders will retain the AAP Shares they hold. A significant sale of AAP Shares by the Retained Interest Shareholders (or any other major AAP Shareholder) could have a material adverse effect on the market price of the AAP Shares as a whole.

In particular, as the Retained Interest Shareholders do not currently intend to exceed their post-Demerger interest of approximately 19.9% of the total issued ordinary share capital of AAP (excluding AAP's treasury shares), if AAP were to undertake any corporate action that could increase the proportionate shareholding of the Retained Interest Shareholders, such as an on-market or off-market share buyback, the Retained Interest Shareholders may sell a portion of the AAP Shares that they hold. Such a sale in this scenario would likely be conducted in an expeditious manner, potentially resulting in a less favourable price for the AAP Shares being obtained by the Retained Interest Shareholders, which could have a material adverse effect on the market price of the AAP Shares as a whole.

4 New issuances of substantial numbers of AAP Shares by AAP may dilute existing shareholdings, or the perception that such issuances could occur, could adversely affect the market value of the AAP Shares

AAP has no current plans for an offering of AAP Shares. It is possible that AAP may decide to issue additional AAP Shares in the future in connection with acquisitions, any share incentive or share option plan or otherwise and, if AAP Shareholders do not take up any offer or are not eligible to participate, their proportionate ownership and voting interests in AAP will be reduced and the percentage that their AAP Shares will represent of the total share capital of AAP will be reduced accordingly. A future issue of AAP Shares by AAP could have a material adverse effect on the market price of the AAP Shares as a whole.

5 Dual listing on the JSE and the LSE may lead to an inefficient market in the AAP Shares

Dual listing of the AAP Shares will result in differences in liquidity, settlement and clearing systems, trading currencies, prices and transaction costs between the JSE and the LSE, where the AAP Shares will be quoted. These and other factors can hinder the transferability of the AAP Shares between the two exchanges.

The AAP Shares are quoted and traded in Rand on the JSE. Following the AAP UK Admission, the AAP Shares will be quoted and traded in GBP on the London Stock Exchange. The market price of the AAP Shares on those exchanges may also differ due to exchange rate fluctuations.

The trading in, and liquidity of, the AAP Shares will, consequently, be split between these two exchanges. The characteristics of the South African and UK capital markets are different. The JSE and the LSE have different trading hours, trading characteristics, trading and listing rules, market regulations and investor bases, and trading takes place in different currencies. As a result of these differences, the price of the AAP Shares may fluctuate and may at any time be different on the JSE and the LSE, even allowing for currency differences. This could adversely affect the price and liquidity of the AAP Shares on these exchanges. As a result of the different characteristics of the South African and UK equity markets, the historical market prices for the AAP Shares on the JSE may not be indicative of the performance of the AAP Shares on the LSE after the AAP UK Admission.

6 AAP Shareholders trading on the LSE will be issued with AAP DIs in respect of the AAP Shares within CREST

On the AAP UK Admission, holders of the AAP Shares will be able to hold and transfer interests in the AAP Shares within CREST pursuant to a depositary interest arrangement established by AAP. The AAP Shares will not themselves be directly admitted to CREST; rather, the UK Depositary will issue the AAP DIs in respect of the underlying AAP Shares. Holders of AAP DIs may experience delays in receiving any dividends paid by AAP, may receive proxy forms later than other AAP Shareholders and may have to act earlier than other AAP Shareholders when casting votes at general meetings of AAP, by virtue of the administrative process involved in connection with holding AAP DIs.

7 The market price of the AAP Shares may not reflect the fundamental values assumed in the AAP Prospectus and other publicly available information

The market price of the AAP Shares is determined by a number of factors including, but not limited to, market sentiment towards PGMs, supply and demand outlook, overall market sentiment to equity investment, operational performance and growth prospects of the AAP Group, political, social and economic sentiment towards the AAP Shares and other investable options. As such, the price offered by the market may deviate from the fundamental price of the AAP Group's business derived from the information provided in the AAP Prospectus and other publicly available information.

8 AAP may not be able to declare and make dividend payments now or in the future

AAP may not be able to, or may, even though it has a dividend policy within its capital allocation framework, decide not to, pay dividends at a level anticipated by the AAP Shareholders. As the payment of dividends is at the discretion of the AAP Directors, it will be subject to, among other things, applicable law, regulations, the South African Companies Act, any potential restrictions in the AAP Group's financing arrangements, the AAP Group's financial condition, regulatory capital requirements, working capital requirements, finance costs, general economic conditions and other factors that the AAP Directors deem significant from time to time. The AAP Group's results could also fluctuate and because its ability to pay dividends is dependent on, among other things, achieving sufficient post-tax profits and free cash flow, AAP may not pay dividends if the AAP Directors believe that AAP would fail to meet the "solvency and liquidity" test under the South African Companies Act, or if it would not be in the best interests of AAP. These restrictions or a combination of some of these factors could limit or prohibit the payment of dividends to AAP Shareholders.

9 AAP Shareholders outside the United Kingdom and South Africa may not be able to participate in future equity offerings

The securities laws of certain jurisdictions may restrict the ability of AAP to allow AAP Shareholders resident or located in such jurisdictions to participate in future equity offerings. In particular, AAP Shareholders in the US may not be entitled to exercise these rights unless the AAP Shares issuable upon exercise of the rights are registered pursuant to the US Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. AAP Shareholders who have a registered address or are resident in, or who are citizens of, countries other than South Africa or the United Kingdom should consult their professional advisers as to whether they require any governmental or other consents or approvals or need to observe any other formalities to enable them to participate in any future equity offering of AAP.

10 Under certain attribution rules, certain of AAP's non-US subsidiaries are expected to be treated as 'controlled foreign corporations' for US federal income tax purposes, and, as a result, there could be adverse US federal income tax consequences to US investors that own AAP Shares or AAP ADSs (directly or indirectly) and are treated as 'Ten Percent Shareholders'

Certain 'Ten Percent Shareholders' (as defined below) in a non-US corporation that is a 'controlled foreign corporation' (a "CFC") for US federal income tax purposes generally are required to include in income for US federal income tax purposes their pro rata share of the CFC's 'Subpart F income', investment of earnings in US property and 'global intangible low taxed income,' even if the CFC has made no distributions to its shareholders. A non-US corporation generally will be a CFC for US federal income tax purposes if Ten Percent Shareholders own, directly, indirectly or constructively (through attribution), more than 50% of either the total combined voting power of all classes of stock of such corporation entitled to vote or of the total value of the stock of such corporation. A

"Ten Percent Shareholder" is a United States person (as defined by the US Internal Revenue Code of 1986, as amended) that owns directly or indirectly, or is considered to own constructively, 10% or more of the total combined voting power of all classes of stock entitled to vote of such corporation or 10% or more of the total value of the stock of such corporation. Following the implementation of the Demerger, AAP is not expected to be a CFC. However, the determination of CFC status is complex and includes certain 'downward attribution' rules pursuant to which certain of AAP's non-US subsidiaries are expected to be treated as constructively controlled by its US subsidiary and therefore such non-US subsidiaries are expected to be treated as CFCs. AAP does not intend to provide information to Ten Percent Shareholders that may be required in order for those shareholders to properly report their US taxable income with respect to the operation of AAP or AAP's subsidiaries. US investors that may be or become Ten Percent Shareholders and who directly or indirectly own AAP Shares or AAP ADSs should consult their tax advisers with respect to the potential adverse tax consequences of an investment in AAP.

PART VII PRO FORMA FINANCIAL INFORMATION AND IMPACT OF THE DEMERGER ON SELECTED INCOME STATEMENT AND CASH FLOW METRICS

SECTION A: INTRODUCTION

The unaudited pro forma financial information contained in this Part VII (Pro Forma Financial Information and Impact of the Demerger on Selected Income Statement and Cash Flow Metrics) (the "Pro Forma Financial Information") has been prepared to illustrate the proposed demerger of the Anglo American Group's interest in AAP, to be effected by way of the Demerger Distribution as more fully described in paragraph 2.1 of Part IV (Information on the Demerger and Share Consolidation). The Pro Forma Financial Information has been prepared on the basis of, and should be read in conjunction with, the notes set out below.

The Pro Forma Financial Information in Section B covers the unaudited pro forma statement of assets and liabilities, prepared as if the Demerger had taken place as at 31 December 2024. The financial information in Section C covers the unaudited key income statement and cash flow metrics of the Anglo American Group, prepared as if the Demerger had taken place on 1 January 2024, for illustrative purposes only.

Anglo American Shareholders should also have regard to the pro forma financial information prepared by AAP included in Part VIII (Historical Financial Information and Unaudited Pro Forma Financial Information) of the AAP Prospectus, which has been prepared by AAP to illustrate the impact on AAP of the Demerger and the separation from the Anglo American Group on its income statement for the year ended 31 December 2024 as if the Demerger had occurred on 1 January 2024, and its statement of assets and liabilities as if the Demerger had taken place as at 31 December 2024.

SECTON B: BASIS OF PREPARATION

The Pro Forma Financial Information has been prepared for illustrative purposes only and illustrates the impact of the Demerger as if it had been undertaken at an earlier date. Because of its nature, the Pro Forma Financial Information addresses a hypothetical situation and, therefore, does not represent the actual financial position of the Anglo American Group. The Pro Forma Financial Information does not purport to represent what the Anglo American Group's financial position would have been if the Demerger had been completed on the date indicated, nor does it purport to represent the financial position at any future date.

The Pro Forma Financial Information is based on the audited consolidated financial statements of the Anglo American Group as at 31 December 2024, and the audited financial information of AAP as at 31 December 2024 as set out in the consolidation schedule of the Anglo American Group in the 2024 Annual Report and Accounts.

The Pro Forma Financial Information has been prepared in a manner consistent with the accounting policies adopted by the Anglo American Group in preparing the financial statements for the period ended 31 December 2024 and on the basis set out in the notes set out below, and does not constitute financial statements within the meaning of section 434 of the Companies Act 2006.

Anglo American Shareholders should read the whole of this Circular and not rely solely on the Pro Forma Financial Information in this Part VII (Pro Forma Financial Information and Impact of the Demerger on Selected Income Statement and Cash Flow Metrics).

SECTION C: UNAUDITED PRO FORMA NET ASSET STATEMENT

	Consolidated Anglo American Group assets and liabilities as at 31 December	De consolidation of the AAP Group and recognition of financial asset	Receipt of dividend and other capital	Receipt of intercompany balance settlement, transaction costs and other
	2024	investment	items	once off items	Pro forma total
USD million ASSETS	Note 1	Note 2	Note 3	Note 4	Note 5
Non-current assets
Intangible assets	940	(95)	–	–	845
Property, plant and equipment	40,844	(6,205)	–	–	34,639
Environmental rehabilitation trusts	151	(63)	–	–	88
Investments in associates and joint ventures	587	(55)	–	–	532
Financial asset investments	292	1,476	–	–	1,768
Inventories	1,192	(284)	–	–	908
Trade and other receivables	432	(32)	–	–	400
Deferred tax assets	294	(4)	–	–	290
Derivative financial assets	116	–	–	–	116
Pension asset surplus and other non-current assets	358	–	–	–	358
Total non-current assets	45,206	(5,262)	–	–	39,944
Current assets
Inventories	5,247	(1,322)	–	–	3,925
Trade and other receivables	3,228	275	(321)	(180)	3,002
Current tax assets	266	(150)	–	–	116
Derivative financial assets	186	(18)	–	–	168
Current financial asset investments	36	–	–	–	36
Cash and cash equivalents	8,167	(1,352)	463	131	7,409
Total current assets	17,130	(2,567)	142	(49)	14,656
Assets classified as held for sale	2,530	–	–	–	2,530
Total assets	64,866	(7,829)	142	(49)	57,130
LIABILITIES
Current liabilities
Trade and other payables	(6,092)	1,759	–	6	(4,327)
Short term borrowings	(2,019)	16	–	–	(2,003)
Provisions for liabilities and charges	(740)	31	–	–	(709)
Current tax liabilities	(191)	11	–	–	(180)
Derivative financial liabilities	(191)	34	–	–	(157)
Total current liabilities	(9,233)	1,851	–	6	(7,376)
Non-current liabilities
Trade and other payables	(190)	–	–	–	(190)
Medium and long term borrowings	(16,191)	23	–	–	(16,168)
Royalty liability	(478)	–	–	–	(478)
Retirement benefit obligations	(503)	1	–	–	(502)
Deferred tax liabilities	(6,061)	1,319	304	–	(4,438)
Derivative financial liabilities	(740)	–	–	–	(740)
Provisions for liabilities and charges	(2,574)	135	–	–	(2,439)
Total non-current liabilities	(26,737)	1,478	304	–	(24,955)
Liabilities directly associated with assets classified as
held for sale	(363)	–	–	–	(363)
Total liabilities	(36,333)	3,329	304	6	(32,694)
Net assets/ (liabilities)	28,533	(4,500)	446	(43)	24,436

Anglo American plc

Circular

Notes:

(1) The assets and liabilities of the Anglo American Group have been extracted without adjustment from the 2024 Annual Report and Accounts.
(2) This adjustment, to reflect the de-consolidation of the AAP Group and recognition of a financial asset investment, is comprised of the following:
- (a) The removal of the assets and liabilities of the AAP Group including associated goodwill of USD 95 million. The financial information has been extracted without adjustment from the consolidation schedule of the Anglo American Group in the 2024 Annual Report and Accounts; 10
- (b) Intercompany adjustments which reclassify all amounts due from the AAP Group to trade and other debtors and all amounts due to the AAP Group to trade and other payables that were outstanding at 31 December 2024, including a USD 60 million receivable that has been reclassified from current tax assets to trade and other receivables. This represents management's best estimate of payments that are expected to arise from AAP Group companies, rather than directly from tax authorities, in connection with a Mutual Agreement Procedure ("MAP") case. Upon successful resolution of this case, AAP Group companies are expected to receive the estimated refunds of USD 60 million directly from the tax authorities and a legal mechanism will be in place such that the amounts are paid onwards to the Anglo American Group (free from withholdings and without gross up); and
- (c) The recognition of the ongoing financial investment in the AAP Group, calculated as the residual shareholding of 52,205,944 AAP Shares (which represents an interest of approximately 19.9% of the total issued ordinary share capital of AAP (excluding AAP's treasury shares)), as more fully described in paragraph 2.5 of Part IV (Information on the Demerger and Share Consolidation) of this Circular, multiplied by the share price of R 575.87 per AAP Share translated at the prevailing exchange rate for ZAR/USD as at 4 April 2025 of 19.10.11
(3) This adjustment, to reflect the receipt of the AAP Additional Dividend and other capital items, reflects the impact of the AAP Group's refinancing and capital redistribution as a result of the Demerger:
- (a) As a result of the Demerger, the AAP Group will be repaying and cancelling the majority of its existing facilities, some of which are held with the Anglo American Group (the repayment of such Intragroup Facilities is more fully described in paragraph 6.3 of Part IV (Information on the Demerger and Share Consolidation)). As at 31 December 2024, USD 321 million (R 6,003 million translated at the closing exchange rate for ZAR/ USD as at 31 December 2024 of 18.73) had been drawn down by the AAP Group in respect of a borrowing facility held with Anglo American Rand Capital Limited, an Anglo American Group company;
- (b) The AAP Group will pay the AAP Additional Dividend to AAP Shareholders, which shall include a payment to the Anglo American Group (in its capacity as an AAP Shareholder) of USD 531 million (R 59 per AAP Share multiplied by the Anglo American Group's current shareholding of 176,977,151 AAP Shares translated at the closing exchange rate for ZAR/USD as at 31 December 2024 of 18.73). The AAP Dividends, including the AAP Additional Dividend, are expected to be paid on Tuesday, 29 April 2025, and are more fully described in paragraph 6.2 of Part IV (Information on the Demerger and Share Consolidation). The cash inflow has been recognised net of assumed 5% withholding tax;
- (c) A deferred tax liability of USD 304 million, representing the expected tax costs associated with pre-Demerger restructuring steps undertaken by the Anglo American Group, has been reversed and replaced with the actual tax costs arising from the restructuring steps undertaken, comprised of dividend withholding tax of USD 300 million, capital gains tax of USD 63 million and South African STT of USD 15 million; and,
- (d) South African STT of USD 10 million arising on Demerger.

The above adjustments result in a net cash impact of USD 463 million, as a result of cash inflows in respect of borrowing facilities and the AAP Additional Dividend offset by taxes outlined in c. and d. above. All tax adjustments included within the pro forma are assumed to be settled in cash as at 31 December 2024.

(4) This adjustment reflects the receipt of intercompany balance settlements, transaction costs and other one-off items. Transaction costs comprise charges for services relating to the Demerger. The Anglo American Group expects to incur a cumulative total of USD 61 million of transaction costs in relation to the Demerger of which USD 6 million had been accrued for as at 31 December 2024, and USD 8 million had been paid for as at 31 December 2024. The Anglo American Group also expects to incur one off costs of USD 53 million in connection with the Demerger assumed to be settled in cash and recognised net of tax savings of USD 13 million, comprising a portion of costs to set-up the AAP Group's information systems structure separate from those of the Anglo American Group and a portion of the AAP Group's rebranding costs. USD 224 million of intercompany services balances between the AAP Group will be settled as a result of the Demerger, resulting in a cash inflow. Of the USD 224 million intercompany services balances, USD 180 million had been accrued for as at 31 December 2024 and the remaining USD 44 million was agreed in 2025.

	USD million
Unpaid transaction costs	(53)
One-off costs (net of tax savings)	(40)
Intercompany settlement	224
Net cash inflow	131

The USD 224 million intercompany settlement is expected to be booked in a number of Anglo American Group companies in the UK and South Africa. For tax purposes, the expectation is that this income will be sheltered, in full, principally with current period losses and other tax attributes and therefore there is no impact to cash in respect of additional tax charges. Detailed calculations will be performed to quantify if there would be any potential impact of this additional income on the Anglo American Group's deferred tax balances. For the purposes of the pro forma, it is assumed that no deferred tax balances are impacted with these detailed calculations to be performed in due course.

(5) The Unaudited Pro Forma Statement of Net Assets does not reflect anticipated revenue enhancements, cost savings which are not directly attributable to the Demerger, or operating synergies or dis-synergies that the Anglo American Group may achieve or incur as a result of the Demerger. In preparing the Unaudited Pro Forma Net Asset Statement no account has been taken of the trading or transactions of the Anglo American Group since 31 December 2024.

¹⁰ The cash position of the AAP Group as at 31 December 2024 presented in the pro forma statement of net assets may be materially different to that as at the Demerger Effective Time. Expected changes to the cash position between 31 December 2024 and the Demerger Effective Time include the payment of the gross dividend of USD 881 million (of which USD 558 million will be paid to the Anglo American Group net of withholding tax) and intercompany settlements payable from the AAP Group to the Anglo American Group of USD 224 million.

¹¹ In presenting the recognition of the investment in the AAP Group at fair value, the share price of an AAP Share has been taken as at JSE market close on Friday, 4 April 2025. This adjustment therefore does not reflect any changes to the JSE price of an AAP Share since this date.

SECTION D: IMPACT OF DEMERGER ON SELECTED INCOME STATEMENT AND CASH FLOW METRICS

1 Impact on underlying EBITDA

1.1 Underlying EBITDA

The Anglo American Group's underlying EBITDA during FY24 was USD 8,460 million. Considering the adjustments below, the Anglo American's Group's underlying EBITDA would decrease to USD 7,332 million if the Demerger had occurred on 1 January 2024.

	USD million
Removal of the AAP Group	(1,124)
Umbrella Services Agreement	5
Transaction and other-one off costs	(9)
Net decrease in underlying EBITDA	(1,128)

1.1.1 Removal of the AAP Group

Following the Demerger, the AAP Group will no longer be consolidated within the Anglo American Group and will be replaced with the recognition of a 19.9% financial asset investment (reflecting the Retained Interest). As such, the following adjustments have been made to EBITDA:

The AAP Group's segmental results have been removed from Anglo American Group's EBITDA;
Adjustments have been made to reflect the elimination corporate charges; and
Anglo American has been assumed to receive dividend income from AAP, calculated on the basis of ordinary dividends paid by AAP during 2024 multiplied by the Retained Interest.

1.1.2 Umbrella Services Agreement

An adjustment has been made to reflect the expected annual net impact of the cost of the Umbrella Services Agreement between the AAP Group and the Anglo American Group, effective on Demerger offset by the cost of the equivalent historical intercompany recharges from the Anglo American Group which will no longer be incurred.

Under the terms of the Umbrella Services Agreement, the Anglo American Group has been contracted to provide certain administrative services to the AAP Group during a transitional period while such services and capabilities are established by, and/or migrated to, the AAP Group. The Umbrella Services Agreement governs the provision of staffing and resources principally in relation to finance, human resources, infrastructure operations, and information technology functions during the transitional period. The annual income to the Anglo American Group of providing such services to AAP is USD 87 million.

	USD million
Annual Umbrella Services Agreement charges	87
FY24 Anglo American recharges in relation to Umbrella Services Agreement services	(82)
Net impact	5

Upon expiration or termination, the Umbrella Services Agreement will be replaced by AAP Group internal processes or third-party services.

1.1.3 Transaction and other one-off costs

The Anglo American Group expects to incur one off costs of USD 53 million in connection with the Demerger assumed to be settled in cash, comprising costs to set-up the AAP Group's information structure and separate from the Anglo American Group and rebranding costs. This is offset by USD 44 million relating to the settlement of intercompany services between the Anglo American Group and the AAP Group.

Transaction costs for services relating to the Demerger will be recognised in non-operating special items, and therefore will not impact underlying EBITDA.

2 Impact on capital expenditure

2.1 Capital expenditure

The AAP Group's capital expenditure during FY24 was USD 1,013 million. As such, the Anglo American's Group's capital expenditure spend would decrease to USD 4,477 million if the Demerger had occurred on 1 January 2024.

PART VIII INFORMATION ON AAP

The AAP Prospectus sets out additional information relating to AAP and the AAP Group's business. The information on AAP below has been extracted without material adjustment from the business overview section of the AAP Prospectus. For further details on AAP and the AAP Group's business, please refer to the AAP Prospectus.

1 AAP Group overview and asset description

The AAP Group is one of the world's leading primary producers of PGMs and, in FY24, accounted for approximately 33% of global platinum production, 19% of global palladium production and 35% of global rhodium production. The AAP Group provides a complete resource-to-market service and supplies its network of global customers with a range of responsibly mined, refined and traded products. The AAP Group's main products are PGMs, coproducts from its PGM mining operations, such as gold and select base metals (for example, nickel, cobalt, chromite, copper and cobalt sulphate) and sodium sulphate as a by-product. The AAP Group operates in two regions: (i) the PGM-rich Bushveld complex in South Africa; and (ii) the Great Dyke region in Zimbabwe.

The AAP Group's 10 sites host the AAP Group's six mining operations (one of which is under care and maintenance)12, five smelter operations (one of which is currently under care and maintenance), and its refining operations.

The AAP Group's six mining operations are: (i) 'Mogalakwena', which consists of an open-pit mine on the Northern Limb in Limpopo, South Africa; (ii) 'Amandelbult', which consists of two underground mines located on the Western Limb in Limpopo, South Africa namely 'Dishaba' and 'Tumela'; (iii) 'Mototolo', which is located on the Eastern Limb in Limpopo in the Bushveld complex in South Africa; (iv) 'Unki', which is a PGM mine on the Great Dyke of Zimbabwe; (v) 'Modikwa', which is an independently managed, 50% joint mining operation with African Rainbow Minerals Limited, located on the Eastern Limb along the Limpopo and Mpumalanga provincial borders in South Africa; and (vi) 'Twickenham', which is a PGM mine located in Limpopo, South Africa.

In addition to the AAP Group's mining, processing and smelting operations, the AAP Group undertakes marketing and PGM market development activities.

2 Operational and financial summary of the AAP Group

For FY24, total M&C13 production was 3,553,100 ounces (FY23: 3,806,100 ounces) and, although production declined compared to the financial year ended 31 December 2023 ("FY23"), the AAP Group achieved its M&C production guidance for FY24. PGM sales volumes (excluding trading) from refined production were 3.9% higher at 4.1 Moz (FY23: 3.9 Moz).

FY24 production levels resulted in net sales revenue of R 109 billion (FY23: R 124.6 billion). Net sales revenue against the prior period was lower as a result of a weaker PGM dollar basket price. The underlying EBITDA mining margin for FY24 was 27% (FY23: 35%), with FY24 adjusted EBIT attributable to the AAP Group of R 11.976 billion (FY23: R 18.103 billion).

Net sales were generated at a basket price of R 26,695 per PGM oz in FY24 (FY23: R 30,679), being USD 1,468 per PGM oz (FY23: USD 1,657). The realised PGM basket price fell 13% during FY24 (FY23: 26%) per PGM ounce due to declining realised palladium and rhodium metal prices, which were 23.6% and 29.7% lower during FY24, respectively.

During FY24, PGMs contributed 84.7% (FY23: 85.2%) to net revenue (excluding trading), with nickel contributing 7.3% (FY23: 6.9%). The unit cost and all-in sustaining cost ("AISC") for the period was USD 986 per 3E PGM oz (FY23: USD 1,136 per 3E PGM oz), being below the AAP Group's target of USD 1,050 USD per 3E PGM oz. The AAP Group is targeting a reduction in its AISC to between USD 970 and USD 1,000 per 3E PGM oz for the financial year ending 31 December 2025.

¹² 'care and maintenance' refers to mining and other operations that have been closed temporarily, with development and expenditure at the operation reduced during the period.

¹³ 'M&C' means the sum total of platinum, palladium, rhodium, iridium, ruthenium and gold.

PART IX FINANCIAL INFORMATION ON AAP

The selected financial information relating to the AAP Group for the years ended 31 December 2024, 2023 and 2022 has been extracted, without material adjustment, from the AAP Prospectus, which has been extracted, without material adjustment, from the AAP Financial Statements.

1 Summarised consolidated statement of comprehensive income

The table below sets out AAP's summarised consolidated statement of comprehensive income for the financial years ended 31 December 2024, 2023 and 2022.

	Year ended 31 December
	2024	2023	2022
	R million (unless otherwise indicated)
Gross revenue	109,007	124,604	164,104
Commissions paid	(20)	(21)	(14)
Net revenue	108,987	124,583	164,090
Cost of sales	(90,769)	(103,570)	(93,578)
Gross profit	18,218	21,013	70,512
Finance income	984	1,198	972
Other income	42	121	896
(Provision for)/Reversal of expected credit losses	(30)	(17)	195
Fair value measurements of financial assets and liabilities and investments in environmental trusts	(276)	607	(2,384)
Finance costs	(1,142)	(645)	(382)
Share of profit/(loss) from equity-accounted entities	(1,296)	219	(227)
Market development and promotional expenditure	(1,343)	(1,800)	(1,342)
Scrapping of capital work-in-progress and property, plant and equipment	(1,868)	(177)	(456)
Other expenditure	(3,610)	(2,410)	(1,016)
Profit before taxation	9,679	18,109	66,768
Taxation	(2,286)	(4,663)	(17,472)
Profit for the year	7,393	13,446	49,296
Profit attributed to:
Owners of the company	7,059	13,040	49,153
Non-controlling interests	334	406	143

2 Summarised consolidated statement of financial position

The table below sets out AAP's summarised consolidated statement of financial position as at 31 December for each of 2024, 2023 and 2022.

		As at 31 December
	2024	2023	2022
		R million (unless otherwise indicated)
Non-current assets	112,533	99,632	87,204
Current assets	58,410	69,583	89,710
Total assets	170,943	169,215	176,914
Shareholders' equity	102,113	100,035	96,962
Non-current liabilities	23,729	22,241	21,895
Current liabilities	45,101	46,939	58,057
Total equity and liabilities	170,943	169,215	176,914

3 Summarised consolidated statement of cash flows

The table below sets out AAP's summarised consolidated statement of cash flows for the financial years ended 31 December 2024, 2023 and 2022.

	Year ended 31 December
	2024	2023	2022
	R million (unless otherwise indicated)
Net cash from operating activities	26,832	16,554	45,358
Net cash used in investing activities	(17,606)	(16,296)	(10,958)
Net cash used in financing activities	(8,326)	(7,748)	(57,516)
Net increase / (decrease) in cash and cash equivalents	900	(7,490)	(23,116)
Cash and cash equivalents at beginning of year	24,353	29,593	51,483
Foreign exchange differences on cash and cash equivalents	170	2,250	1,226
Cash and cash equivalents at end of year	25,423	24,353	29,593

4 Other selected financial and operating information

4.1 Segment revenue and results

The tables below set out the AAP Group's net sales revenue and adjusted EBITDA by segment for the financial years ended 31 December 2024, 2023 and 2022.

	Year ended 31 December – revenue
	2024	2023	2022
	R million (unless otherwise indicated)
Mogalakwena Mine	28,728	32,101	40,352
Amandelbult Mine	20,340	23,866	32,889
Unki Mine	7,486	7,843	9,198
Mototolo Mine	7,367	8,533	10,638
Kroondal Mine²'⁴	728	6,322	10,237
Modikwa Mine²	4,041	4,459	5,952
Other mined⁵	-	-	-
Total – mined⁵	68,690	83,124	109,266
Tolling and purchase of concentrate	39,832	40,605	53,314
Trading3	465	854	1,510
Total	108,987	124,583	164,090

		Year ended 31 December – adjusted EBITDA¹
	2024	2023	2022
		R million (unless otherwise indicated)
Mogalakwena Mine	11,028	14,349	25,341
Amandelbult Mine	3,630	5,962	16,962
Unki Mine	1,464	2,137	4,280
Mototolo Mine	1,910	3,265	6,483
Kroondal Mine²' ⁴	322	2,435	6,555
Modikwa Mine²	535	1,225	3,445
Other mined⁵	(161)	(262)	(450)
Total – mined⁵	18,728	29,111	62,616
Tolling and purchase of concentrate	6,389	(3,392)	12,480
Trading3	443	845	617
Total	25,560	26,564	75,713

Notes

(1) Earnings before interest, tax, depreciation and amortisation adjusted to exclude scrapping of assets and related insurance claim income, profit/(loss) on sale of assets and remeasurements of loans and receivables.

(2) The AAP Group's share (excluding POC).

(3) Includes purchases and leasing of third-party refined metal, borrowing and lending.

(4) AAP disposed of its participation interest in Kroondal, effective 1 November 2023, therefore the prior period includes net sales revenue and adjusted EBITDA from the Kroondal Mine for the 10-month period prior to the disposal, as well as net sales revenue and adjusted EBITDA from pipeline production in inventory on the date of disposal. The current period net sales revenue and adjusted EBITDA represent own volumes sales in 2024 from pipeline production in inventory at the end of 2023.

(5) The share of profits from equity-accounted entities of R 219 million has been disaggregated from the other mined line item for the financial year ended 31 December 2023. This reclassification had no impact on the AAP Group's earnings, nor on any amounts presented in the statement of financial position.

4.2 Gross revenue

The table below sets out AAP's gross revenue for the financial years ended 31 December 2024, 2023 and 2022.

		Year ended 31 December
	2024	2023	2022
		R million (unless otherwise indicated)
Gross revenue	109,007	124,604	164,104
Precious metals	91,815	107,303	148,402
Base metals	10,888	10,612	11,318
Other	4,178	4,172	2,326
	106,881	122,087	162,046
Gross sales revenue by metal
Platinum	32,393	32,214	27,454
Palladium	23,554	31,662	41,509
Rhodium	21,295	28,663	65,906
Nickel	7,939	8,694	9,098
Other	21,700	20,854	18,079
	106,881	122,087	162,046
Revenue from services – toll refining	1,702	1,693	1,512
Revenue from contracts with customers	108,583	123,780	163,558
Revenue from other sources	424	824	546
Gross revenue	109,007	124,604	164,104

PART X TAXATION

1 United Kingdom Tax

1.1 General

The following paragraphs are intended only as a general guide to current United Kingdom tax law as applied in England and Wales and HM Revenue & Customs ("HMRC") current published practice (which may or may not be binding on HMRC), in each case, as at the Latest Practicable Date, and both of which are subject to change at any time, possibly with retrospective effect. Furthermore, the following paragraphs are intended as a general and non-exhaustive guide to certain United Kingdom tax consequences of the Demerger and, save where expressly indicated, apply only to Anglo American Shareholders resident and, in the case of an individual:

on or after 6 April 2025, who are not eligible for and claiming relief from the United Kingdom taxation of foreign income and gains under the rules introduced by Chapter 1, Part 2 of the Finance Act 2025; and
to whom 'split year' treatment does not apply,

in all cases, who hold their Anglo American Shares as an investment and who are the absolute beneficial owners thereof. Certain categories of Anglo American Shareholders, including traders, brokers, dealers, banks, financial institutions, insurance companies, investment companies, collective investment schemes, tax-exempt organisations, persons connected with Anglo American or the Anglo American Group, persons holding their Anglo American Shares as part of hedging transactions, Anglo American Shareholders who have (or are deemed to have) acquired their Anglo American Shares by virtue of an office or employment, and Anglo American Shareholders who are, are to become or have been officers or employees of the Anglo American or a company forming part of the Anglo American Group, may be subject to special rules and this summary does not apply to such Anglo American Shareholders.

The material set out in the paragraphs below does not constitute tax advice. Anglo American Shareholders who are in any doubt about their tax position, or who are resident or otherwise subject to taxation in a jurisdiction outside the United Kingdom, should consult their own professional advisers immediately. In particular, Anglo American Shareholders should be aware that the tax legislation of any jurisdiction where an Anglo American Shareholder is resident or otherwise subject to taxation (as well as the jurisdictions discussed below) may have an impact on the tax consequences of the Demerger.

Anglo American Shareholders and, following the implementation of the Demerger, AAP Shareholders, are also referred to the AAP Prospectus (for which AAP and the AAP Directors are responsible) which contains a summary of material UK tax considerations relating to holding and disposing of AAP Shares.

1.2 Structure of the Demerger

1.2.1 As set out in paragraph 2 of Part IV (Information on the Demerger and Share Consolidation) of this Circular, the Demerger consists of the following steps:
- (a) a distribution in specie of a receivable (i.e. a debt owed by Anglo American International) equal to the market value of the Demerger Shares (denominated in Rand and based on the JSE price of an AAP Share as at 17:00 (South Africa time) on Friday, 30 May 2025) by Anglo American to Qualifying Shareholders; and
- (b) such receivable will immediately be satisfied by Anglo American in full by procuring the transfer of the Demerger Shares by Anglo American International to Qualifying Shareholders.
1.2.2 We consider the tax treatment of these two steps below.

1.3 Receipt of Demerger Distribution pursuant to the Demerger

1.3.1 Individual Anglo American Shareholders

The receipt of the receivable by way of the distribution in specie pursuant to the Demerger by individual Anglo American Shareholders who are resident in the United Kingdom for United Kingdom tax purposes ("UK Individual Holders") will generally be subject to tax as dividend income (on the value of the receivable), irrespective of whether they utilise the UK Certificated Share Sale Option.

The first £500 (the "Dividend Allowance") of the total amount of dividend income (including any dividends received from Anglo American) received by such a shareholder in a tax year will be taxed at a nil rate (and so no UK income tax will be payable in respect of such amounts).

If a UK Individual Holder's total dividend income for a tax year exceeds the Dividend Allowance (such excess being referred to as the "Taxable Excess"), then the Taxable Excess will be subject to UK income tax depending on the tax rate band or bands it falls within. This UK tax treatment also applies to any individual shareholder treated as a Scottish taxpayer (on the basis that Scottish income tax, and the corresponding tax rates and bands in Scotland, are only applicable to non-savings income and non-dividend income). The relevant UK income tax rate band is determined by reference to the shareholder's total income charged to either UK or Scottish income tax (including the dividend income charged at a nil rate by virtue of the Dividend Allowance) less relevant reliefs and allowances (including the shareholder's personal allowance). The Taxable Excess is, in effect, treated as the top slice of any resulting taxable income and:

(a) To the extent that the Taxable Excess falls below the basic rate limit, the shareholder will be subject to UK income tax on it at the dividend basic rate of 8.75%.
(b) To the extent that the Taxable Excess falls above the basic rate limit but below the higher rate limit, the shareholder will be subject to UK income tax on it at the dividend upper rate of 33.75%.
(c) To the extent that the Taxable Excess falls above the higher rate limit, the shareholder will be subject to UK income tax on it at the dividend additional rate of 39.35%.

1.3.2 Corporate Anglo American Shareholders

Anglo American Shareholders who are within the charge to UK corporation tax ("UK Corporate Holders") will be subject to UK corporation tax on the receipt of the receivable by way of the distribution in specie pursuant to the Demerger, unless (subject to special rules for such shareholders that are small companies) the dividends fall within an exempt class and certain other conditions are met. Each UK Corporate Holder's position will depend on its own individual circumstances, although it would normally be expected that the dividends paid by Anglo American would fall within an exempt class.

1.3.3 Stamp duty and Stamp duty reserve tax ("SDRT")

No United Kingdom stamp duty or SDRT will be payable by Anglo American Shareholders (including Anglo American Shareholders who are not resident or domiciled in the United Kingdom) in respect of their receipt of the dividend receivable pursuant to the Demerger.

1.4 Receipt of Demerger Shares in settlement of the Demerger Distribution pursuant to the Demerger

1.4.1 Individual Anglo American Shareholders

Provided that the market value of the Demerger Shares (and any cash in respect of fractional entitlements) is equal to the market value of the receivable at the time the distribution in specie is made (as is expected to be the case) the subsequent receipt by such UK Individual Holders of the Demerger Shares (and any cash in respect of fractional entitlements) in satisfaction of the receivable should not incur any further liability to UK tax on income or gains. In that case, UK Individual Holders should obtain base cost in the Demerger Shares which is equal to the market value of such shares at the time of receipt.

1.4.2 Corporate Anglo American Shareholders

Provided that the market value of the Demerger Shares (and any cash in respect of fractional entitlements) is equal to the market value of the receivable at the time the distribution in specie is made, as is expected to be the case, the subsequent receipt by such UK Corporate Holders of the Demerger Shares (and any cash in respect of fractional entitlements) in satisfaction of their entitlement under the distribution in specie should not incur any further liability to UK corporation tax. In that case, UK Corporate Holders should obtain base cost in the Demerger Shares which is equal to the market value of such shares at the time of receipt.

1.4.3 Stamp duty and Stamp duty reserve tax ("SDRT")

No United Kingdom stamp duty should be required to be paid on the transfer of Demerger Shares to the Anglo American Shareholders, provided that any instrument of transfer is not executed in the United Kingdom, and does not relate to any property situated or to any matter or thing done or to be done, in the United Kingdom. No United Kingdom SDRT will be payable on the transfer of the Demerger Shares to the Anglo American Shareholders, provided that the Demerger Shares are not registered in any register kept in the United Kingdom.

1.5 UK Certificated Share Sale Option

For Small UK Certificated Shareholders who elect to use the UK Certificated Share Sale Option, there are three separate transactions for UK tax purposes. First, the distribution of the receivable as part of the Demerger will be treated as a dividend for UK tax purposes (as set out in paragraph 1.3.1 above). Secondly, the receipt of the Demerger Shares in settlement of the receivable will constitute the settlement of the receivable, and acquisition of the Demerger Shares (as set out in paragraph 1.4.1 above). Thirdly, there will be the sale of the Demerger Shares pursuant to the UK Certificated Share Sale Option. The value of the dividend will not be the sale proceeds received from the UK Certificated Share Sale Option but will instead be equal to the market value of the receivable (which is expected to equal the market value of the Demerger Shares) on the Demerger Effective Time (including any fractional entitlement).

When the Demerger Shares are sold via the UK Certificated Share Sale Option, the base cost in the Demerger Shares for such Small UK Certificated Shareholders is expected to be equal to the market value of such shares at the time of receipt. Accordingly, such Small UK Certificated Shareholders may make a chargeable gain or a chargeable loss equal to the difference between the sales proceeds realised pursuant to the UK Certificated Share Sale Option and the base cost in the Demerger Shares sold.

For Small UK Certificated Shareholders who make a chargeable gain, capital gains tax is charged at a rate of 18% or 24% depending on the Small UK Certificated Shareholder's total taxable gains and income in a given year. However, each individual has an annual exemption (£3,000 for the tax year 2025 and 2026) such that capital gains is only chargeable on gains arising from all sources during the tax year in excess of that figure.

Small UK Certificated Shareholders who elect to use the UK Certificated Share Sale Option are advised to consult their independent tax adviser to confirm the specific UK taxation implications of participating in the UK Certificated Share Sale Option, in light of their particular circumstances.

1.6 Share Consolidation

1.6.1 Share Consolidation

To the extent holders of Existing Anglo American Shares receive New Anglo American Shares pursuant to the Share Consolidation, the Anglo American Shareholder should not be treated as making a disposal or part disposal of their Existing Anglo American Shares as a result of the Share Consolidation.

1.6.2 Subsequent disposal

On a subsequent disposal of New Anglo American Shares an Anglo American Shareholder may, depending on their individual circumstances (including the availability of exemptions, reliefs and allowable losses), be subject to tax on the amount of any chargeable gain realised. When computing any chargeable gain on such a disposal of the New Anglo American Shares which replaced an Anglo American Shareholder's holding of Existing Anglo American Shares pursuant to the Share Consolidation, those New Anglo American Shares should be treated as having been acquired at the same time and for the same consideration as the Anglo American Shareholder's holding of Existing Anglo American Shares.

1.6.3 Fractional entitlements

To the extent that an Anglo American Shareholder receives cash by virtue of a sale of any New Anglo American Shares to which the Anglo American Shareholder has a fractional entitlement, in practice the Anglo American Shareholder will not normally be treated as making a part disposal of their holding of Existing Anglo American Shares and the proceeds will instead be deducted from the base cost of the Anglo American Shareholder's new holding. However, if those proceeds exceed that base cost or an Anglo American Shareholder holds only one Existing Anglo American Share at the effective date and accordingly is not entitled to any New Anglo American Shares on the Share Consolidation, the Anglo American Shareholder will be treated as disposing of part or all of his or her existing holding of Existing Anglo American Shares and will be subject to tax in respect of any chargeable gain thereby realised.

1.6.4 Stamp duty

No United Kingdom stamp duty or SDRT will be payable by Anglo American Shareholders in respect of the Share Consolidation.

2 South African Tax

2.1 General

The following summary describes certain South African tax consequences in connection with the proposed Demerger relevant to the Anglo American Shareholders resident in South Africa and non-South African resident Anglo American Shareholders with a permanent establishment in South Africa. For the purposes of this South African tax section of this Part X (Taxation), the term Anglo American Shareholders must be construed accordingly.

This summary is based on the laws as in force and as applied in practice in South Africa as at the Latest Practicable Date, and is subject to changes to those laws and practices subsequent to such date. In the case of persons who are non-residents of South Africa for income tax purposes, this summary should be read in conjunction with the provisions of any applicable double tax agreement between South Africa and their country of residence. The following summary is not a comprehensive description of all of the tax considerations that may be relevant to the proposed Demerger and does not cover tax consequences that depend upon your particular tax circumstances or jurisdictions outside South Africa. This summary is intended as a general guide only and should not be regarded as tax advice. Changes in the law (or the interpretation or application thereof) may alter the tax treatment of the proposed Demerger, as applicable, possibly on a retrospective basis. Certain categories of Anglo American Shareholders, including those who do not hold the Anglo American shares on capital account, those carrying on certain financial activities, those subject to specific tax regimes or benefitting from certain reliefs or exemptions, those connected with Anglo American or the Anglo American Group and those for whom the Anglo American Shares are employment-related securities, may be subject to special rules and this summary does not apply to such Anglo American Shareholders. It is recommended that Anglo American Shareholders consult their own tax adviser about the consequences of the proposed Demerger in their particular situation.

Anglo American Shareholders and, following the implementation of the Demerger, AAP Shareholders, are also referred to the AAP Prospectus (for which AAP and the AAP Directors are responsible) which contains a summary of material South African tax considerations relating to the acquisition, ownership and disposal of the AAP Shares.

2.2 Receipt of Demerger Distribution pursuant to the Demerger

2.2.1 Dividends tax

The Demerger Distribution will constitute a foreign dividend in specie to Anglo American Shareholders for South African income tax purposes on the premise that, in terms of South African interpretation, the amount payable to the Anglo American Shareholders will be treated as a 'distribution or similar payment' in terms of applicable UK laws. However, by virtue of Anglo American not being a South African tax resident and the Demerger Distribution constituting a distribution of an asset in specie, the Demerger Distribution will not be a 'dividend' for SA Dividends Tax purposes. Accordingly, the Anglo American Shareholders will not be subject to SA Dividends Tax as a result of the Demerger, but rather be subject to South African income tax where applicable, as discussed in paragraph 2.2.2 below.

2.2.2 Income tax

Anglo American Shareholders will be subject to South African income tax at a maximum effective rate of 20%. However, Anglo American Shareholders who are South African corporate shareholders or tax-exempt institutions will be exempt from paying income tax on the foreign dividend received.

2.2.3 Capital gains tax

Anglo American Shareholders are deemed to have a SA CGT base cost in the Demerger Distribution equal to the market value of the Demerger Distribution.

2.3 Receipt of Demerger Shares in settlement of the Demerger Distribution pursuant to the Demerger

2.3.1 Capital gains tax

Anglo American Shareholders should not recognise a capital gain or loss on receiving the Demerger Shares in settlement of the Demerger Distribution, on the basis that the SA CGT base cost of the Demerger Distribution should equal the market value of the Demerger Shares.

The AAP Shares demerged to the Anglo American Shareholders should have a SA CGT base cost in the hands of the Anglo American Shareholders equal to the market value of the Demerger Distribution.

In respect of the sale of fractional entitlements to the Demerger Shares, a capital gain or loss may arise in the hands of those Anglo American Shareholders who hold fractional entitlements. The cash proceeds received by the Anglo American Shareholders in respect of the sale of the fractional entitlements to the Demerger Shares will be reduced by the SA CGT base cost of such fractional entitlements. The resulting capital gain (if any) must be included in that shareholder's taxable income at the relevant inclusion rate. These Anglo American Shareholders may, therefore, incur SA CGT (on the capital gain) at the applicable rate as specified below.

2.3.2 STT

The AAP Shares are listed on the JSE and South African STT is imposed in respect of every transfer of such listed shares (including on the repurchase or redemption of a share) at the rate of 0.25% of the taxable amount of such shares, being the higher of the consideration given for the shares or the closing price of that security, determined in terms of the South African Securities Transfer Tax Act.

South African STT will be realised on the Demerger of the Demerger Shares pursuant to the transfer thereof to Anglo American Shareholders at a rate of 0.25% on the value of the Demerger Distribution. The South African STT will be borne by the Anglo American Group. Therefore, the Demerger of the Demerger Shares should not result in any South African STT liability for an Anglo American Shareholder.

2.4 Share Consolidation

2.4.1 Capital gains tax

The Share Consolidation will be a tax neutral transaction for the Anglo American Shareholders. From a South African capital gains tax perspective, there will be no disposal by an Anglo American Shareholder of their Existing Anglo American Shares in respect of the Share Consolidation on the basis that the proportionate participation rights and interests of Anglo American Shareholders remain unaltered, and no other consideration is received in consequence of the Share Consolidation.

The details of the Existing Anglo American Shares will be carried across to the New Anglo American Shares, including the SA CGT base cost and the date of acquisition.

In respect of the sale of fractional entitlements to the New Anglo American Shares, a capital gain or loss may arise in the hands of those Anglo American Shareholders who hold fractional entitlements. The cash proceeds received by the Anglo American Shareholders in respect of the sale of the fractional entitlements to the New Anglo American Shares will be reduced by the SA CGT base cost of such fractional entitlements. The resulting capital gain (if any) must be included in that shareholder's taxable income at the relevant inclusion rate. These Anglo American Shareholders will, therefore, incur SA CGT (on the capital gain) at the applicable rate as specified below.

2.4.2 STT

The Anglo American Shares are listed on the JSE and South African STT is imposed in respect of every transfer of such listed shares (including on the cancellation of a share) at the rate of 0.25% of the taxable amount of such shares, being the higher of the consideration given for the shares or the closing price of that security, determined in terms of the South African Securities Transfer Tax Act.

No South African STT will be payable by Anglo American Shareholders in respect of the Share Consolidation as it will not result in a change in beneficial ownership. Accordingly, the Share Consolidation will not constitute a 'transfer' for South African STT purposes.

2.5 Tax Rates

The following table sets out the normal income tax rates applicable to certain taxpayers as at the Latest Practicable Date, the prescribed portion of a capital gain that would be included in a taxpayer's taxable income, and, consequently, the effective rate at which capital gains are taxed in the hands of the different types of South African registered AAP Shareholders upon realisation of the AAP Shares.

Statutory income tax rate on taxable income	Prescribed portion of the capital gain includ ed in taxable income	Maximum effective rate on capital gains
18% to 45%	40%	18%

18% to 45%	40%	18%
45%	80%	36%
27%	80%	21.6%
N/A	N/A	N/A
Exempt	Exempt	Exempt

3 United States Tax

3.1 General

The following is a general discussion of certain US federal income tax consequences of the Demerger to a US Holder (as defined below). This summary deals only with US Holders receiving Demerger Shares under the Demerger and that hold Anglo American Shares or Anglo American ADSs, and will hold AAP Shares received under the Demerger, as capital assets.

This discussion does not cover all aspects of US federal income taxation that may be relevant to, or the actual tax effect that any of the matters described herein will have on, the receipt of Demerger Shares by particular investors (including consequences under the alternative minimum tax or net investment income tax), and does not address state, local, non-US or other tax laws (such as the estate and gift tax laws). This summary also does not address all of the tax considerations that may be relevant to certain types of US Holders subject to special treatment under the US federal income tax laws, such as banks or other financial institutions, insurance companies, tax-exempt entities, dealers or brokers in stock, securities or commodities, traders in securities that elect to market-to-market, US expatriates, persons that will own immediately after the Demerger directly, indirectly or constructively, 5% or more by vote or value of AAP equity interests, persons holding their Anglo American Shares, Anglo American ADSs, or AAP Shares as part of a hedge, straddle, conversion, constructive sale or other integrated transaction, persons who received their Anglo American Shares or Anglo American ADSs pursuant to the exercise of employee stock options or otherwise as compensation, persons required to accelerate the recognition of any item of gross income as a result the recognition of such income on an applicable financial statement, an S corporation, partnership, or other pass-through entity (or an investor in an S corporation, partnership or other pass-through entity), a mutual fund, a regulated investment company, or a real estate investment trust, an individual retirement or other tax-deferred account, persons subject to the alternative minimum tax, US Holders holding Anglo American Shares or Anglo American ADSs in connection with a trade or business conducted outside the United States, US citizens or lawful permanent residents living abroad or US Holders whose functional currency is not the US dollar.

As used in this summary, 'US Holder' means a beneficial owner of Anglo American Shares or Anglo American ADSs and, following the Demerger, AAP Shares that is, for US federal income tax purposes, (i) a citizen or individual resident of the United States, (ii) a corporation or entity treated as such created or organised under the laws of the United States, any state thereof, or the District of Columbia, (iii) an estate the income of which is subject to US federal income tax without regard to its source or (iv) a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more US persons have the authority to control all substantial decisions of the trust, or the trust has validly elected to be treated as a domestic trust for US federal income tax purposes.

The tax consequences to a partner in an entity or arrangement treated as a partnership for US federal income tax purposes receiving, holding or disposing of AAP Shares generally will depend on the status of the partner and the activities of the partnership. Entities or arrangements treated as partnerships holding Anglo American Shares or Anglo American ADSs should consult their own tax advisers about the US federal income tax consequences to their partners of receiving Demerger Shares under the Demerger and of owning and disposing of AAP Shares.

US Holders of the Anglo American ADSs generally will be treated for US federal income tax purposes as owners of the Anglo American Shares represented by the Anglo American ADSs.

Anglo American believes that neither it, nor AAP, will be a passive foreign investment company ("PFIC") for the current year, and this discussion assumes that AAP will not be a PFIC in the current year or in future years.

Anglo American Shareholders and, following the implementation of the Demerger, AAP Shareholders, are also referred to in the AAP Prospectus (for which AAP and the AAP Directors are responsible), which will contain a summary of material US federal income tax considerations relating to holding and disposing of AAP Shares.

This summary is based on the tax laws of the United States, including the Internal Revenue Code of 1986, as amended from time to time (the "Code"), its legislative history, existing and proposed regulations thereunder, published rulings and court decisions, all as of the date hereof and all subject to change at any time, possibly with retroactive effect.

THE SUMMARY OF US FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW IS FOR GENERAL INFORMATION ONLY. ANGLO AMERICAN SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISERS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE RECEIPT OF DEMERGER SHARES UNDER THE DEMERGER, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL, NON-US AND OTHER TAX LAWS AND POSSIBLE CHANGES IN TAX LAW.

3.2 The receipt of Demerger Shares under the Demerger

The distribution of Demerger Shares under the Demerger should constitute a taxable distribution to US Holders. As such, because Anglo American does not track its earnings and profits as determined for US federal income tax purposes, the receipt of Demerger Shares by a US Holder pursuant to the Demerger will generally be reported to such US Holder as ordinary dividend income in a US dollar amount equal to the fair market value of the Demerger Shares received on the date of receipt by the US Holder or the ADS Depositary (in the case of Anglo American ADSs). A US Holder would take tax a basis in the AAP Shares equal to the US dollar amount included in income as a dividend and would have a holding period in the AAP Shares that begins on the day after the Demerger Effective Time. The dividend generally would be treated as income from sources outside the United States for foreign tax credit purposes. Any amount included as a dividend would be taxed at the preferential rates applicable to qualified dividend income provided that Anglo American qualifies for the benefits of the income tax treaty between the United States and the United Kingdom, and certain other requirements are met.

3.3 Receipt of cash from the sale of AAP Shares

To the extent that Demerger Shares are sold on behalf of a US Holder, including a US Holder that holds Anglo American ADSs, and net proceeds from the sale distributed to such US Holder (see Part V (Shareholder Participation in the Demerger) of this Circular), such US Holder is generally expected to be treated as having received and disposed of the AAP Shares sold and will generally recognise capital gain or loss on the sale or exchange of AAP Shares equal to the difference between the US dollar value of the amount realised and the US Holder's tax basis in the AAP Shares (which will equal the fair market value of the Demerger Shares received on the date treated as received by the US Holder). Any gain or loss generally will be treated as arising from US sources and is expected to be a short-term gain or loss.

To the extent a US Holder incurs South African STT in connection with a sale of AAP Shares, such tax generally will not be a creditable tax for US foreign tax credit purposes.

3.4 Information reporting

The distribution of Demerger Shares in connection with the Demerger that are made within the US or through certain US-related financial intermediaries generally are subject to information reporting, and may be subject to backup withholding, unless (i) the US Holder is an exempt recipient or (ii) in the case of backup withholding, the US Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding.

The amount of any backup withholding from a payment to a US Holder will be allowed as a credit against the holder's US federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the IRS.

US Holders should consult their tax advisers about these rules and any other reporting obligations that may apply to the Demerger, the receipt of Demerger Shares (or cash proceeds), including requirements relating to the holding of certain 'specified foreign financial assets.'

3.5 Share Consolidation

In general, the federal income tax consequences of the Share Consolidation will vary among US Holders depending upon whether they receive cash for fractional shares or solely a reduced number of New Anglo American Shares in exchange for their Existing Anglo American Shares. Because the Share Consolidation is not part of a plan to periodically increase any Anglo American Shareholder's proportionate interest in the Anglo American Group's assets or earnings and profits, the Share Consolidation generally should be treated as a tax-deferred recapitalisation for US federal income tax purposes.

As a result of such characterisation, a US Holder who receives solely New Anglo American Shares should not recognise gain or loss for US federal income tax purposes. In the aggregate, such a US Holder's basis in the New Anglo American Shares will equal such US Holder's basis in its Existing Anglo American Shares immediately before the Share Consolidation and such US Holder's holding period in the New Anglo American Shares will include the holding period in its Existing Anglo American Shares exchanged therefor. A US Holder who receives cash in lieu of a fractional share as a result of the Share Consolidation should generally recognise a capital gain or loss in an amount equal to the difference, if any, between the amount of cash received and the portion of the US Holder's aggregate adjusted tax basis in its Anglo American Shares surrendered that is allocable to such fractional share. Such capital gain or loss will generally be short-term if the Anglo American Shares were held for one year or less at the effective time of the Share Consolidation and long-term if held for more than one year. The deductibility of capital losses is subject to significant limitations. Long-term capital gain recognised by non-corporate US Holders are generally subject to taxation at preferential rates. US Holders should consult their own tax advisers regarding the tax consequences to them of the Share Consolidation.

THE DISCUSSION ABOVE IS A GENERAL SUMMARY. IT IS NOT TAX ADVICE INTENDED FOR RELIANCE PURPOSES, AND NEITHER ANGLO AMERICAN NOR AAP HAS REQUESTED OR RECEIVED AN OPINION OF US TAX COUNSEL WITH RESPECT TO THE MATTERS SET FORTH HEREIN. IT DOES NOT COVER ALL TAX MATTERS THAT MAY BE OF IMPORTANCE TO A US HOLDER. EACH US HOLDER IS URGED TO CONSULT ITS OWN TAX ADVISER ABOUT THE TAX CONSEQUENCES TO IT OF THE DEMERGER, THE RECEIPT OF DEMERGER SHARES UNDER THE DEMERGER, AND THE OWNERSHIP AND DISPOSITION OF THE AAP SHARES IN LIGHT OF THE US HOLDER'S OWN CIRCUMSTANCES.

PART XI EXCHANGE CONTROL REGULATIONS

The following is a general summary of the current Exchange Control Regulations in South Africa and is intended as a guide only and is therefore not comprehensive. Persons who are in any doubt as to the position in any particular case should consult their independent professional advisers. Please note that Anglo American is not responsible for obtaining any exchange control consents that any investor may need to obtain.

The Exchange Control Regulations are used principally to control capital movements by residents of South Africa and the common monetary area for South African exchange control purposes ("Common Monetary Area") consisting of South Africa, the Republic of Namibia and the Kingdoms of Lesotho and Eswatini ("South African Resident Shareholders"), to countries outside the Common Monetary Area and are administered by the Financial Surveillance Department of the South African Reserve Bank ("FinSurv"). In broad terms, all foreign currency transactions of South African residents are subject to the Exchange Control Regulations.

FinSurv has approved the implementation of the Demerger.

South African Resident Shareholders will receive, hold, and trade their AAP Shares and New Anglo American Shares, on the JSE without having recourse to their foreign allowances.

A summary of the specific exchange control considerations in relation to South African resident individuals, South African corporates and trusts, non-residents of the Common Monetary Area and emigrants of the Common Monetary Area ("Emigrants") in terms of the Exchange Control Regulations is set out below.

1 Demerger

No Demerger Shares will be issued or delivered to Qualifying Shareholders in Certificated Form and the Demerger Shares to which all Qualifying Shareholders on the SA Register as at the Demerger Record Time are entitled will be delivered in Uncertificated Form through the Strate System. For more information on settlement of the Demerger, please refer to Part V (Shareholder Participation in the Demerger) of this Circular. The AAP Shares are not freely transferable from the Common Monetary Area and must be dealt with in terms of the Exchange Control Regulations. The following summary applies in relation to the AAP Shares to be delivered pursuant to the Demerger on the JSE.

1.1 South African individuals

South African resident individuals are permitted to invest and deal with AAP Shares listed on the JSE without restriction.

Cash payments in respect of fractional entitlements to Demerger Shares will be credited to the relevant bank account of each South African Resident Shareholder or Computershare SA Nominee's, as the case may be and as described in Part V (Shareholder Participation in the Demerger) of this Circular.

1.2 South African corporates and trusts

South African companies, trusts, partnerships and banks are permitted to invest and deal with listed instruments on the JSE without restriction.

Institutional investors (comprising of, among other things, retirement funds, long-term insurers, collective investment scheme management companies and investment managers who have registered with FinSurv as institutional investors for exchange control purposes) and Authorised Dealers are permitted to invest in and deal with listed instruments on the JSE without affecting their permissible foreign portfolio investment allowances or foreign exposure limits.

Cash payments in respect of fractional entitlements to Demerger Shares will be credited to the relevant bank account of each South African Resident Shareholder or Computershare SA Nominee's, as the case may be, and as described in Part V (Shareholder Participation in the Demerger) of this Circular.

1.3 Non-residents of the Common Monetary Area

Non-residents (excluding Emigrants) are permitted to invest in and deal with AAP Shares listed on the JSE without restriction.

Uncertificated AAP Shares will be credited directly to the non-resident's non-resident share accounts at the CSDP or broker controlling their portfolios and an appropriate electronic entry will be made in the relevant register reflecting a 'non-resident' endorsement.

The CSDP or broker will ensure that the non-resident adheres to the Exchange Control Regulations.

Cash payments in respect of fractional entitlements to Demerger Shares will be credited to the nonresident's relevant bank account, subject to Exchange Control Regulations.

Cash dividends and residual cash payments due to non-residents are freely transferable from South Africa, subject to being converted into a currency other than Rand or paid for the credit of a non-resident Rand account.

1.4 Emigrants from the Common Monetary Area

Until 28 February 2021, Exchange Control Regulations distinguished between residents, non-residents and emigrants. As of 1 March 2021, natural person residents and natural person emigrants are treated identically. Natural persons who applied to be emigrants under the old framework, by obtaining a MP336(b) form that was attested by an Authorised Dealer on or before 28 February 2021, are dealt with in terms of the exchange control procedures relating to emigration for exchange control purposes prior to 1 March 2021 provided their emigration applications were approved on or before 28 February 2021.

Emigrants may freely hold and trade AAP Shares listed on the JSE, subject to Exchange Control Regulations.

Uncertificated AAP Shares will be credited directly to the Qualifying Shareholders' emigrant share account at the CSDP controlling the Emigrant's remaining share portfolio. The CSDP or broker through whom the Qualifying Shareholders have dematerialised their Existing Anglo American Shares will ensure that they adhere to the Exchange Control Regulations.

Cash payments in respect of fractional entitlements to Demerger Shares will be credited to the Emigrant's capital account with the Authorised Dealer controlling the Emigrant's remaining assets in the Common Monetary Area.

2 Anglo American Share Consolidation

The New Anglo American Shares constitute approved inward-listed instruments and will be classified as domestic assets for exchange control purposes. For further information on the Share Consolidation, please refer to Part IV (Information on the Demerger and Share Consolidation) of this Circular. The following summary applies in relation to the New Anglo American Shares to be issued and delivered to Anglo American Shareholders on the JSE.

2.1 South African individuals

South African resident individuals (excluding Emigrants) are permitted to invest and deal with inward-listed instruments on the JSE without restriction.

Cash payments in respect of fractional entitlements to New Anglo American Shares will be credited to the relevant bank account of each South African Resident Shareholder as described paragraph 5.2 of Part IV (Information on the Demerger and Share Consolidation) of this Circular.

2.2 South African corporates and trusts

South African companies, trusts, partnerships and banks are permitted to invest and deal with inward listed instruments on the JSE without restriction.

Institutional investors (comprising of, among other things, retirement funds, long-term insurers, collective investment scheme management companies and investment managers who have registered with FinSurv as institutional investors for exchange control purposes) and Authorised Dealers are permitted to invest in and deal with inward-listed instruments on the JSE without affecting their permissible foreign portfolio investment allowances or foreign exposure limits.

Cash payments in respect of fractional entitlements to New Anglo American Shares will be credited to the relevant bank account of each South African Resident Shareholder as described in paragraph 5.2 of Part IV (Information on the Demerger and Share Consolidation) of this Circular.

2.3 Non-residents of the Common Monetary Area

Non-residents (excluding Emigrants) are permitted to invest in and deal with inward-listed instruments on the JSE without restriction.

Any share certificates issued to non-residents of South Africa will be endorsed 'Non-Resident' in accordance with the Exchange Control Regulations.

All Uncertificated New Anglo American Shares issued pursuant to the Anglo American Share Consolidation will be credited directly to the Anglo American Shareholder's non-resident share account held by its duly appointed CSDP. The CSDP or broker through whom the Anglo American Shareholders have dematerialised their Anglo American Shares will ensure that they adhere to the Exchange Control Regulations.

Cash payments in respect of fractional entitlements to New Anglo American Shares will be credited to the non-resident's relevant bank account, subject to Exchange Control Regulations.

2.4 Emigrants of the Common Monetary Area

Emigrants may hold New Anglo American Shares on the JSE and, after the 'Non-Resident' endorsement has been annotated (if Certificated), the share certificates in respect of their Existing Anglo American Shares will be uplifted from the Authorised Dealer controlling the remaining assets of the Emigrant concerned in the Common Monetary Area, and their replacement certificates in respect of their New Anglo American Shares pursuant to the Anglo American Share Consolidation will be forwarded to the Authorised Dealer controlling the remaining assets of the Emigrant concerned in the Common Monetary Area.

All Uncertificated New Anglo American Shares will be credited directly to the Anglo American Shareholder's Emigrant share account at the CSDP controlling the Emigrant's remaining share portfolio. The CSDP or broker through whom the Anglo American Shareholders have dematerialised their New Anglo American Shares (which may be the same CSDP or broker through whom the Anglo American Shareholder holds their Existing Anglo American Shares) will ensure that they adhere to the Exchange Control Regulations.

Cash payments in respect of fractional entitlements to New Anglo American Shares will be credited to the Emigrant's capital account with the Authorised Dealer controlling the Emigrant's remaining assets in the Common Monetary Area.

PART XII ADDITIONAL INFORMATION

1 Directors

1.1 Anglo American Board

As at the Latest Practicable Date, the Directors and their respective positions are as follows:

Name	Position
Stuart Chambers	Chair
Duncan Wanblad	Chief Executive
John Heasley	Finance Director
Ian Tyler	Senior Independent Director
Anne Wade	Independent Non-Executive Director
Hilary Maxson	Independent Non-Executive Director
Hixonia Nyasulu	Independent Non-Executive Director
Ian Ashby	Independent Non-Executive Director
Magali Anderson	Independent Non-Executive Director
Marcelo Bastos	Independent Non-Executive Director
Nonkululeko Nyembezi	Independent Non-Executive Director

It is expected that all of the Directors will remain on the Anglo American Board upon completion of the Demerger.

1.2 AAP Board

As at the Latest Practicable Date, the AAP Directors and their respective positions are as follows:

Name	Position
Norman Mbazima	Independent Non-Executive Chairman
Craig Miller	Chief Executive Officer
Sayurie Naidoo	Chief Financial Officer
Suresh Kana	Lead Independent Non-Executive Director
Dorian Emmett	Independent Non-Executive Director
Fagmeedah Petersen-Cook	Independent Non-Executive Director
Hennie Faul	Independent Non-Executive Director
Lwazi Bam	Independent Non-Executive Director
Roger Dixon	Independent Non-Executive Director
Steve Phiri	Independent Non-Executive Director
Thevendrie Brewer	Independent Non-Executive Director

Information on the business experience and principal business activities performed outside AAP by the AAP Directors is described in the AAP Prospectus.

2 Document available for inspection

A copy of this circular may be inspected on Anglo American's website https://www.angloamerican.com/investors/anglo-american-platinum-demerger up to, and including, the date of the General Meeting

A copy of this circular may also be inspected during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at 17 Charterhouse Street, London, United Kingdom EC1N 6RA, up to, and including, the date of the General Meeting.

PART XIII DEFINITIONS AND GLOSSARY

The following definitions apply throughout this Circular, unless stated otherwise:

2024 Annual Report and Accounts	The 2024 Annual Report and Accounts of Anglo American.
AAP	Anglo American Platinum Limited, a public limited company incorporated in the Republic of South Africa with registered number 1946/022452/06 whose registered office is at 144 Oxford Road, Melrose, Rosebank, Johannesburg, Gauteng 2196 (Postnet Suite 153, Private Bag X31, Saxonwold, Gauteng 2132), South Africa.
AAP Additional Dividend	Has the meaning given in paragraph 6.2 of Part IV (Information on the Demerger and Share Consolidation) of this Circular.
AAP ADS	An American depositary share, which represents one-sixth of one AAP Share.
AAP Base Dividend	Has the meaning given in paragraph 6.2 of Part IV (Information on the Demerger and Share Consolidation) of this Circular.
AAP Board	The board of AAP, comprising the AAP Directors from time to time.
AAP Directors	The current directors of AAP, as at the Latest Practicable Date, as set out in paragraph 1.2 of Part XII (Additional Information) of this Circular.
AAP DI Holders	The holders of AAP DIs from time to time.
AAP DIs	Depositary interests representing the underlying AAP Shares, issued by Computershare Investor Services plc (in its capacity as the UK Depositary) into the CREST system.
AAP Dividends	The AAP Base Dividend and the AAP Additional Dividend.
AAP Financial Statements	AAP's consolidated audited annual financial statements for the financial years ended 31 December 2024, 2023 and 2022.
AAP Group	AAP, together with its subsidiaries and subsidiary undertakings from time to time.
AAP Jersey Register	The branch share register of AAP maintained in Jersey in respect of the listing of the AAP Shares on the LSE.
AAP Jersey Register Registrar	Computershare Investor Services (Jersey) Limited, a private company with registration number RC75005, incorporated in accordance with the laws of Jersey.
AAP Prospectus	The prospectus published by AAP in accordance with the UK Prospectus Regulation Rules for the purpose of AAP UK Admission on or around the date of this Circular.
AAP Register	The AAP SA Register or the AAP Jersey Register or both of them, as applicable.
AAP SA Register	AAP's principal register of members maintained in South Africa.
AAP Shareholders	Shareholders of AAP from time to time.
AAP Shares	The fully paid ordinary shares of 10 cents each in the capital of AAP.
AAP UK Admission	The admission of the AAP Shares to the International Secondary Category of the FCA's Official List and admission to trading on the main market for listed securities of the LSE.
AAP UK Admission Date	Monday, 2 June 2025, or such other date as may be announced by AAP through a RNS or SENS.
AASA	Anglo American South Africa Proprietary Limited, a private company incorporated in South Africa with registration number 1917/005309/07 whose registered office is 144 Oxford Road, Melrose, Rosebank, Johannesburg, Gauteng 2196 (Postnet Suite 153, Private Bag X31, Saxonwold, Gauteng 2132), South Africa.
ADS Depositary	The Bank of New York Mellon, a New York banking corporation with its depositary receipts business located at 240 Greenwich Street, New York, New York 10286, United States of America, in its capacity as depositary for the Anglo American ADS facility.
ADS Distribution Date	On or after Thursday, 5 June 2025.
ADS Holders	The holders of Anglo American ADSs.
ADS Record Date	Close of business (New York City time) on Friday, 30 May 2025, being the record date established by the ADS Depositary for determining holders of Anglo American ADSs entitled to receive whole AAP ADSs representing Demerger Shares and the net cash proceeds from the sale by the ADS Depositary of any entitlement to fractions of AAP ADSs representing Demerger Shares.
ADS Register	The register of the ADS Depositary for the registration and registration of transfer of Anglo American ADSs.
AGM	The 2025 annual general meeting of Anglo American Shareholders scheduled to be held at The Mermaid London, Puddle Dock, London EC4V 3DB at 11:00 (UK time) on Wednesday, 30 April 2025 (as may be adjourned).

AGM Notice of Meeting	The notice of AGM dated 24 March 2025 is available in connection with the AGM on the Anglo American website at www.angloamerican.com/investors
Anglo American or the Company	Anglo American plc, a public limited company incorporated in England and Wales with registered number 03564138 whose registered office is at 17 Charterhouse Street, London, United Kingdom EC1N 6RA.
Anglo American Admission	The admission of the New Anglo American Shares to the equity shares (commercial companies) category of the FCA's Official List and to trading on the LSE's main market for listed securities becoming effective in accordance with, respectively, the UK Listing Rules and the UK Admission and Disclosure Standards.
Anglo American ADS	An American depositary share which represents one half of an Anglo American Share.
Anglo American Board	The board of Anglo American comprising the Directors from time to time.
Anglo American BSP	Anglo American Bonus Share Plan 2020.
Anglo American Group	Anglo American and its subsidiaries and subsidiary undertakings from time to time but, as the context requires, excluding the AAP Group after the completion of the Demerger.
Anglo American International	Anglo American International Limited, a private company limited by shares incorporated in Mauritius with a UK establishment and a resident in the UK for UK tax purposes (UK establishment: BR019379), with registration number C144076 whose registered office is at Axis Fiduciary Ltd, 2nd Floor, The Axis, 26 Bank Street, Cybercity Ebene, Mauritius.
Anglo American LTIP	Anglo American Long-Term Incentive Plan 2020.
Anglo American Overseas	Anglo American Overseas Limited, a private limited company incorporated in Jersey with a UK establishment and a resident in the UK for UK tax purposes (UK establishment: BR020058), with registration number 125053 whose registered office is at 3rd Floor, 44 Esplanade, St Helier, Jersey JE4 9WG.
Anglo American Shareholders	Shareholders of Anglo American from time to time (including, where applicable, holders of beneficial entitlements to Anglo American Shares).
Anglo American Share Plans	Employee share plans operated by Anglo American, including the Anglo American BSP, the Anglo American LTIP and the Anglo American all employee share plans.
Anglo American Shares	Prior to the Share Consolidation, the Existing Anglo American Shares and, after the Share Consolidation, the New Anglo American Shares.
APML	Anglo Platinum Marketing Limited, a private limited liability company duly incorporated under the laws of England and Wales with registration number 06726161.
Authorised Dealer	A person authorised by the South African treasury to deal in foreign exchange for the purposes of the Exchange Control Regulations.
	Botswana Central Securities DepositoryThe Central Securities Depository Botswana mandated by the Bank of Botswana to operate a clearing settlement system in accordance with the provisions enshrined in the National Clearance and Settlement Systems Act (No. 5 of 2003).
Botswana CSD Account	A central securities depository account opened for the purpose of holding securities listed on the BSE.
Botswana Register	The Botswana branch of Anglo American's share register maintained in Botswana.
Botswana Transfer Secretaries	Central Securities Depository Botswana (PTY) LTD, a private company incorporated and registered in accordance with the laws of South Africa with registration number CO. No. 2002/481.
BSE	Botswana Stock Exchange.
business day	A day which is not a Saturday, a Sunday or a statutory public holiday in England or South Africa.
Certificated or Certificated Form	In relation to a share or other security, a share or other security title to which is recorded in the relevant register of the share or other security concerned as being held in certificated form (that is, not in CREST or the Strate System).
Code	The US Internal Revenue Code of 1986, as amended.
Companies Act	The UK Companies Act 2006 (as amended from time to time).
Computershare SA Nominee	Computershare Nominees Proprietary Limited, a private company with limited liability, duly incorporated in terms of the companies' laws of the Republic of South Africa, under registration number 1999/008543/07.
Computershare UK Nominee	Computershare Investor Services PLC, a public limited company with registration number 03498808, incorporated in accordance with the law of England and Wales, whose registered office is The Pavilions, Bridgwater Road, Bristol, BS13 8AE, United Kingdom.

Computershare UK Nominee Service	The corporate sponsored nominee account provided by the Computershare UK Nominee in respect of Qualifying Shareholders resident in Eligible CSN Jurisdictions whose Anglo American Shares are registered on the UK Register and held in Certificated Form as at the Demerger Record Time.
CREST	The system for the paperless settlement of trades in securities and the holding of uncertificated securities in accordance with the CREST Regulations operated by Euroclear.
CREST Manual	The manual describing the CREST system.
CREST Proxy Instruction	The instruction whereby CREST members send a CREST message appointing a proxy for the General Meeting and instructing the proxy on how to vote.
CSDP	A Central Securities Depository Participant as defined in section 1 of the South African FMA.
dematerialised	In relation to Anglo American Shareholders who hold Anglo American Shares on the SA Register, the process by which Certificated shares are deposited with a South African CSDP and documents of title evidencing such shares are replaced by an electronic record of such shares.
Demerger	The proposed demerger of the Demerger Shares from the Anglo American Group and AAP UK Admission.
Demerger Agreement	The agreement between Anglo American and AAP dated 8 April 2025 in relation to the Demerger, a summary of which is set out in paragraph 7.1 of Part IV (Information on the Demerger and Share Consolidation) of this Circular.
Demerger Distribution	The distribution in specie by Anglo American to Qualifying Shareholders, including to Qualifying Shareholders in the United States, of a receivable equal to the market value of the Demerger Shares (denominated in Rand and based on the JSE price of an AAP Share as at 17:00 (South Africa time) on Friday, 30 May 2025), which shall immediately be satisfied by Anglo American in full by procuring the transfer of the Demerger Shares by Anglo American International to Qualifying Shareholders, as more fully described in paragraph 2 of Part IV (Information on the Demerger and Share Consolidation) of this Circular.
Demerger Effective Time	The time at which the Demerger becomes effective, expected to be at 23:59 on Saturday, 31 May 2025.
Demerger Record Time	The time at which entitlement to the Demerger Distribution is determined, expected to be 18:00 on Friday, 30 May 2025 for Qualifying Shareholders on the Register.
Demerger Resolution	The ordinary resolution of Anglo American as set out in the Notice of General Meeting in Part XIV (Notice of General Meeting) of this Circular.
Demerger Shares	136,262,382 of the 176,977,151 AAP Shares held by the Anglo American Group as at the Demerger Record Time.
Depositary Agreement	The depositary agreement, to be made between AAP and the UK Depositary, which provides the terms on which AAP appoints the UK Depositary to constitute and issue from time to time, upon the terms of the Depositary Deed Poll, AAP DIs representing securities issued by AAP, as described in paragraph 4.2.1(d) of Part V (Shareholder Participation in the Demerger) of this Circular.
Depositary Deed Poll	The Depositary Deed Poll, to be made by the UK Depositary, constituting the AAP DIs, as described in paragraph 4.2.1(c) of Part V (Shareholder Participation in the Demerger) of this Circular.
Directors	The directors of Anglo American, whose names are set out in paragraph 1.1 of Part XII (Additional Information) of this Circular.
Dividend Allowance	The first £500 of the total amount of dividend income (including any dividends received from Anglo American) received by such a shareholder in a tax year.
EBITDA	Earnings before interest, taxes, depreciation and amortisation.
Element Six	Element Six Limited with CRO number 365394 and its registered office address at Shannon Airport, County Clare, Clare, Ireland.
Element Six Employees Share Ownership Plan	The Irish Revenue approved employee share ownership plan operated by Element Six to enable employees of Element Six to acquire Anglo American Shares.
Eligible CSN Jurisdictions	Has the meaning given in paragraph 4.3.1 of Part V (Shareholder Participation in the Demerger) of this Circular.
Euroclear	Euroclear UK & International Limited, the operator of CREST, incorporated and registered in England and Wales with registered number 02878738 and its registered office address at 33 Cannon Street, London EC4M 5SB, United Kingdom.

Exchange Control Regulations	The South African Exchange Control Regulations 1961 as promulgated by Government Notice R.1111 of 1 December 1961 and amended up to Government Notice R.445 of 8 June 2012, in terms of section 9 of the South African Currency and Exchanges Act 9 of 1933 (as amended from time to time).
Existing Anglo American Shares	The ordinary shares of 54 86/91 US cents each in the capital of Anglo American.
FCA	The Financial Conduct Authority of the UK.
FCA Listing Conditions	Any conditions to which the approval of the AAP UK Admission is expressed to be subject to.
FCA's Official List	The official list of the FCA.
Form of Election	The form of election for Small UK Certificated Shareholders to complete and return if they would like all of their entitlement to Demerger Shares to be sold on their behalf under the UK Certificated Share Sale Option.
Form of Proxy	The form of proxy for use at the General Meeting.
FSMA	The Financial Services and Markets Act 2000 of the UK, as amended.
General Meeting	The general meeting of Anglo American proposed to be held at 13:00 (UK time) on Wednesday, 30 April 2025 (or as soon thereafter as the AGM shall have concluded or been adjourned) to approve the Demerger Resolution.
HMRC	HM Revenue & Customs in the UK.
Indemnity Agreement	The agreement between AAP and AASA dated 8 April 2025 recording the terms upon which the AAP Group and the Anglo American Group indemnify each other following the Demerger, a summary of the principal terms of which is set out in paragraph 7.2 of Part IV (Information on the Demerger and Share Consolidation) of this Circular.
International Secondary Category	The equity shares (international commercial companies secondary listing) listing category of the FCA's Official List.
Investec Facility	Has the meaning given in paragraph 6.3 of Part IV (Information on the Demerger and Share Consolidation) of this Circular.
Investment Companies	Epoch Investment Holdings (RF) Proprietary Limited, Epoch Two Investment Holdings (RF) Proprietary Limited and Tarl Investment Holdings (RF) Proprietary Limited, the independent companies which purchased shares as part of Anglo American's 2006 share buyback programme.
IRS	The United States Internal Revenue Service.
JSE	The Johannesburg Stock Exchange, a securities exchange licenced under the South African FMA and operated by JSE Limited.
JSE Limited	JSE Limited, a public company with registration number 2005/022939/06, incorporated in accordance with the laws of South Africa and licensed to operate an exchange under the South African FMA.
Latest Practicable Date	Friday, 4 April 2025, being the latest practicable date before publication of this Circular.
Listing Rules	the listing rules relating to admission to the FCA's Official List made under section 73A(2) of FSMA, as amended from time to time.
LSE	The securities exchange operated by London Stock Exchange plc under FSMA.
New AAP Facilities	Has the meaning given in paragraph 6.3 of Part IV (Information on the Demerger and Share Consolidation) of this Circular.
New AAP SA Facilities	Has the meaning given in paragraph 6.3 of Part IV (Information on the Demerger and Share Consolidation) of this Circular.
New AAP ZAR Facilities	Has the meaning given in paragraph 6.3 of Part IV (Information on the Demerger and Share Consolidation) of this Circular.
New Absa Facility	Has the meaning given in paragraph 6.3 of Part IV (Information on the Demerger and Share Consolidation) of this Circular.
New Anglo American Shares	The proposed new ordinary shares in the capital of Anglo American arising from the Share Consolidation.
New Nedbank Facility	Has the meaning given in paragraph 6.3 of Part IV (Information on the Demerger and Share Consolidation) of this Circular.
New RMB Facilities	Has the meaning given in paragraph 6.3 of Part IV (Information on the Demerger and Share Consolidation) of this Circular.
New Standard Bank Facility	Has the meaning given in paragraph 6.3 of Part IV (Information on the Demerger and Share Consolidation) of this Circular.
Notice of General Meeting	The notice of General Meeting set out in Part XIV (Notice of General Meeting) of this Circular.

Overseas Shareholders	Anglo American Shareholders with a registered address in, or who are citizens, residents or nationals of, jurisdictions outside the UK or South Africa, or whom Anglo American reasonably believes to be citizens, residents or nationals of jurisdictions outside the UK or South Africa, and each an 'Overseas Shareholder'.
PGMs	Platinum group metals.
Placings	The two accelerated bookbuild offerings of AAP Shares undertaken by the Anglo American Group, as announced on 10 September 2024 and 26 November 2024, respectively, for the aggregated sale of approximately 11.9% of the total issued share capital of AAP.
Proposals	The Demerger and the Share Consolidation.
Qualifying Shareholders	Anglo American Shareholders registered on the Register at the Demerger Record Time who are eligible to receive a dividend, which shall exclude: (i) Anglo American in respect of any treasury shares held by Anglo American; and (ii) any Anglo American Shareholder in respect of any Anglo American Shares they hold for which the right to receive a dividend on such Anglo American Shares has been waived.
Register	The UK Register, the SA Register or the Botswana Register, or all of them, as applicable.
Registrars	The UK Registrar, the SA Transfer Secretary or the Botswana Transfer Secretaries, or all of them, as applicable.
Remuneration Committee	The remuneration committee of the Anglo American Board.
Reorganisation	The reorganisation of the Anglo American Group's interest in AAP Shares that results in, immediately prior to the Demerger: (a) the entirety of the Anglo American Group's c.66.7% interest in AAP being held directly by Anglo American International; and (b) the receivable equal to the market value of the Demerger Shares (denominated in Rand and based on the JSE price of an AAP Share as at 17:00 (South Africa time) on Friday, 30 May 2025) being held by Anglo American, as more fully described in paragraph 2 of Part IV (Information on the Demerger and Share Consolidation) of this Circular.
Retained Interest	The interest of approximately 19.9% of the total issued ordinary share capital of AAP (excluding AAP's treasury shares) to be held by the Retained Interest Shareholders on the AAP UK Admission.
Retained Interest Shareholders	Anglo American International and the Investment Companies.
RNS	The Regulatory News Service of the LSE.
RPML	Rustenburg Platinum Mines Limited, a private company incorporated in South Africa with registration number 1931/003380/06.
SA or South Africa	The Republic of South Africa.
SA CGT	Capital gains tax as levied in terms of the Eighth Schedule to the South African Income Tax Act.
SA Dividends Tax	A shareholder-borne withholding tax on dividends currently levied at 20% under Part VIII of the South African Income Tax Act, unless reduced or exempted under a convention for the avoidance of double taxation or a specified exemption under the South African Income Tax Act.
SARB	The South African Reserve Bank.
SA Register	The South African branch of Anglo American's share register maintained in South Africa.
SA Transfer Secretary	Computershare SA Investor Services Proprietary Limited, a private company incorporated and registered in accordance with the laws of South Africa with registration number 2004/003647/07.
SDRT	Stamp duty reserve tax.
SENS	The Stock Exchange News Service of the JSE.
Share Consolidation	The proposed consolidation of Anglo American Shares as set out in this Circular.
Share Consolidation Record Time	18:00 (UK time) on Friday, 30 May 2025 (or such other time and date as Anglo American may determine and announce through a RNS).
Small UK Certificated Shareholder	Qualifying Shareholders on the UK Register who are individuals (including legal representatives such as executors whose details have been registered with the UK Registrar) aged 18 or over, and hold Anglo American Shares in Certificated Form on the UK Register, with addresses in the UK, Isle of Man or Channel Islands, in each case whose holdings of Anglo American Shares does not exceed the Small UK Certificated Shareholder Threshold as at the Demerger Record Time.
Small UK Certificated Shareholder Threshold	An aggregate holding of 4,000 or fewer Anglo American Shares.

South African Companies Act	The South African Companies Act, No. 71 of 2008, together with the Companies Regulations of 2011 (as amended from time to time).
South African FMA	The South African Financial Markets Act, No. 19 of 2012 (as amended from time to time).
South African Inala Plan	The employee share ownership plan operated by Anglo American for employees in South Africa referred to as 'Inala'.
South African Income Tax Act	The South African Income Tax Act, No. 58 of 1962 (as amended from time to time).
South African Securities Transfer Tax Act	The South African Securities Transfer Tax Act, No. 25 of 2007 (as amended from time to time).
South African STT	South African securities transfer tax imposed in accordance with the terms of the South African Securities Transfer Tax Act.
Strate	Strate Proprietary Limited, registration number 1998/022242/07, a private company incorporated in accordance with the laws of South Africa, which is licensed as a registered central securities depositary under the South African FMA, responsible for the electronic custody and settlement system for transactions that take place on the JSE and off-market trades.
Strate System	The system operated for dealings in Uncertificated securities listed on the JSE that take place on the JSE and for dealings in Uncertificated securities listed on the JSE that take place off market.
Strate System Rules	The depositary rules, directives, regulations and notices issued by Strate from time to time (as amended from time to time).
Transaction Documents	The Demerger Agreement, the Indemnity Agreement and the Umbrella Services Agreement.
UK or United Kingdom	The United Kingdom of Great Britain and Northern Ireland.
	UK Admission and Disclosure StandardsThe requirements contained in the publication 'Admission and Disclosure Standards' (as amended from time to time) including, among other things, the admission requirements to be observed by companies seeking admission to trading on the LSE's main market for listed securities.
UK Certificated Share Sale Option	The option which will be made available to Small UK Certificated Shareholders by Equiniti Financial Services Limited, which will allow them to elect to have all the AAP Shares to which they will be entitled upon completion of the Demerger sold on their behalf and the cash proceeds in GBP, paid to them pro rata instead.
UK Certificated Share Sale Option Terms & Conditions	The terms and conditions of the UK Certificated Share Sale Option, which govern the arrangements between Equiniti Financial Services Limited and the Small UK Certificated Shareholders who elect to take the UK Certificated Share Sale Option.
UK Custodian	Computershare Company Nominees Limited, a private limited company with registration number SC167175 and its registered office address at Edinburgh House, 4 North St. Andrew Street, Edinburgh, Scotland EH2 1HJ.
UK Depositary	Computershare Investor Services PLC, a public limited company with registration number 03498808 and its registered office address at The Pavilions, Bridgwater Road, Bristol BS13 8AE.
UK Disclosure Guidance and Transparency Rules	The disclosure guidance and transparency rules made by the FCA under Part VI of FSMA, as set out in the FCA's Handbook of Rules and Guidance, as amended.
UK Listing Authority	The FCA, acting in its capacity as the competent authority for the purposes of Part VI of FSMA.
UK Listing Rules	The listing rules made by the FCA in its capacity as the UK Listing Authority under Part VI of FSMA (and contained in the UK Listing Authority's publication of the same name), as amended from time to time.
UK Market Abuse Regulation	Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC and the delegated acts, implementing acts and technical standards thereunder, as such legislation forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018.
UK Prospectus Regulation	UK version of Regulation (EU) 2017/1129 as amended by The Prospectus (Amendment etc.) (EU Exit) Regulations 2019 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018).
UK Prospectus Regulation Rules	Prospectus regulation rules of the FCA made under section 73A of FSMA.
UK Register	Anglo American's principal register of members maintained in the UK.
UK Registrar	Equiniti Limited, registered in England and Wales with company number 06226088 and registered offices at Highdown House, Yeoman Way, Worthing, West Sussex BN99 3HH.

UK Share Incentive Plan	The Anglo American Share Incentive Plan.
Umbrella Services Agreement	The agreement between Anglo Corporate Services South Africa Proprietary Limited, Anglo American EMEA Shared Services Proprietary Limited, Anglo American Marketing Limited, Anglo American Services (UK) Limited, AAP, RPML and Anglo Platinum Marketing Limited dated 8 April 2025 recording the terms upon which entities in the Anglo American Group will provide certain services to the AAP Group on a transitional basis following the Demerger, a summary of the principal terms of which is set out in paragraph 7.3 of Part IV (Information on the Demerger and Share Consolidation) of this Circular.
Uncertificated or Uncertificated Form	Anglo American Shares recorded on the UK Register as being held in uncertificated form in CREST and title to which, by virtue of the Uncertificated Securities Regulations 2001, may be transferred by means of CREST; and Anglo American Shares recorded on the SA Register as being held in uncertificated form in the Strate System and title to which, by virtue of the South African Companies Act, the South African FMA and the Strate System Rules, may be transferred by means of the Strate System.
Underlying Shareholders	A holder of a beneficial entitlement to AAP Shares.
US or United States	The United States of America, its territories and possessions, any state of the United States and the District of Columbia.
USD Facility	Has the meaning given in paragraph 6.3 of Part IV (Information on the Demerger and Share Consolidation) of this Circular.
US Securities Act	The United States Securities Act of 1933 (as amended from time to time).
Voting Record Time	18:30 on Monday, 28 April 2025 or, if the General Meeting is adjourned, 18:30 on the day which is two business days before the date of such adjourned General Meeting.
VWAP Period	The period of three months up to and excluding the date on which the ratio for the Share Consolidation will be announced.

All references to legislation in this Circular are to the legislation of England and Wales unless otherwise stated. Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.

PART XIV NOTICE OF GENERAL MEETING

Anglo American PLC

(Incorporated in England and Wales with registered number 03564138)

NOTICE IS HEREBY GIVEN that a GENERAL MEETING of the Company shall be formally held at The Mermaid London, Puddle Dock, London EC4V 3DB at 13:00 (UK time) (or, if later, immediately following the conclusion or adjournment of the Company's annual general meeting of shareholders being held at 11:00, immediately before the general meeting) on Wednesday, 30 April 2025 to transact the following business:

To consider and, if thought fit, pass the following ordinary resolution:

ORDINARY RESOLUTION

THAT:

(1) upon the recommendation and conditional on the approval of the directors of the Company (the "Directors") and at such time and date as the Directors may determine prior to the ordinary shares of 10 cents each ("AAP Shares") in the capital of Anglo American Platinum Limited (proposed to be renamed Valterra Platinum Limited) ("AAP") being admitted to the equity shares (international commercial companies secondary listing) listing segment of the Official List of the Financial Conduct Authority ("FCA") and to trading on the main market for listed securities of the London Stock Exchange ("AAP UK Admission"), an interim distribution in specie by the Company (the "Demerger Distribution") of a receivable equal in aggregate to the market value (denominated in Rand and based on the JSE price of an AAP Share at the relevant time) of 136,262,382 of the 176,977,151 AAP Shares held by Anglo American International Limited ("Anglo American International") as at the Demerger Record Time (as defined below) (the "Demerger Shares") be and is hereby declared to holders of ordinary shares of 54 86/91 US cents each in the capital of the Company ("Anglo American Shares"), including to holders of Anglo American Shares in the United States, on the register of members of the Company at 18:00 (UK time) on Friday, 30 May 2025 (or such other time and/or date as the Directors may determine) (the "Demerger Record Time") eligible to receive a dividend (which shall exclude: (i) the Company in respect of any treasury shares held by the Company; and (ii) any Anglo American Shareholder in respect of any Anglo American Shares they hold for which the right to receive a dividend on such Anglo American Shares has been waived) (each such eligible holder being a "Qualifying Shareholder"), such Demerger Distribution immediately to be satisfied by the Company in full by procuring the transfer prior to AAP UK Admission of the Demerger Shares by Anglo American International to Qualifying Shareholders, so that immediately prior to AAP UK Admission each Qualifying Shareholder shall hold an entitlement to the Demerger Shares pro rata in proportion to the number of Anglo American Shares held by each Qualifying Shareholder relative to the total number of Anglo American Shares held by Qualifying Shareholders at the Demerger Record Time;
(2) the Demerger (as defined and summarised in the circular published by the Company on or around Tuesday, 8 April 2025) be and is hereby approved;
(3) each Qualifying Shareholder's aggregate entitlement to the Demerger Shares shall be rounded down to the nearest whole number of AAP Shares;
(4) the provisions of paragraph (1) above shall be subject to any prohibition or condition imposed by law. Without prejudice to the generality of the foregoing, if, in respect of any Qualifying Shareholder with a registered address in a jurisdiction outside the United Kingdom or South Africa or whom the Company reasonably believes to be a citizen, resident or national of, or located in, a jurisdiction outside of the United Kingdom or South Africa, the Company is advised that the Demerger Distribution or the transfer of Demerger Shares pursuant to paragraph (1) above would or may infringe the laws of such jurisdiction or would or may require the Company or AAP to comply with any governmental or other consent or any registration, filing or other formality with which the Company or AAP is unable to comply or compliance with which the Company or AAP regards as unduly onerous, the Directors be and are hereby authorised to procure that Anglo American International sell (or appoint any person to sell) such Demerger Shares (without making any transfer of such Demerger Shares to such Qualifying Shareholders) and to remit the net proceeds of such sale (after the deduction of all expenses and commissions incurred in connection with any such sale, including any value added tax payable on the proceeds of such sale) to such Qualifying Shareholders pro rata, save that any fractional cash entitlements shall be rounded down to the nearest whole Rand or penny (as the case may be). Any sale under this paragraph shall be carried out at the best price which can reasonably be obtained at the time of sale;
(5) each and any of the Directors be and is hereby authorised to conclude and implement the Demerger and to do or procure to be done all such acts and things on behalf of the Company and each of its subsidiaries as they may, in their discretion, consider necessary or expedient for the purpose of giving effect to the Demerger with such amendments, modifications, variations or revisions thereto as are not of a material nature in the context of the Demerger Distribution as a whole; and

Anglo American plc Circular

(6) prior to the New Anglo American Shares (as defined below) being admitted to the equity shares (commercial companies) listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange and on the main board of the Johannesburg Stock Exchange, the Company and the Directors be authorised to:
- a) (i) consolidate each of the ordinary shares of 54 86/91 US cents each in the capital of the Company (the "Existing Anglo American Shares") into one or more (such number being at the discretion of the Directors) ordinary shares in the capital of the Company (such share or shares being "intermediate share(s)"); and (ii) immediately after such consolidation, sub-divide the intermediate share(s) into new ordinary shares in the capital of the Company of such nominal value as the Directors may determine, such shares having the same rights and being subject to the same restrictions (save as to nominal value) as the Existing Anglo American Shares in the capital of the Company as set out in the Company's Articles of Association (the "New Anglo American Shares"); or
- b) (i) sub-divide each of the Existing Anglo American Shares into such number of ordinary shares in the capital of the Company as the Directors may determine (such shares being "intermediate shares"); and (ii) immediately after such sub-division, consolidate the intermediate shares into such number of new ordinary shares in the capital of the Company of such nominal value as the Directors may determine, such shares having the same rights and being subject to the same restrictions (save as to nominal value) as the Existing Anglo American Shares in the capital of the Company as set out in the Company's Articles of Association (the "New Anglo American Shares");

on the basis that:

a. the record date for any such consolidation and/or sub-division shall be 18:00 (UK time) on Friday, 30 May 2025 or such other time and date that the Directors may determine;
b. the Directors shall have discretion to make any arrangements which they consider necessary, appropriate or expedient: (i) to deal with fractions, rounding or other practical problems or matters which may result from any such consolidation and/or sub-division; or (ii) for the purpose of giving effect to any such consolidation and/or sub-division; and
c. in particular and without prejudice to the general discretion of the Directors under paragraph b above, no shareholder shall be entitled to a fraction of a New Anglo American Share and where any such consolidation or sub-division would have resulted in any shareholder being entitled to a fraction of a New Anglo American Share, such fraction shall, so far as possible, be aggregated with the fractions of a New Anglo American Share (if any) to which other shareholders of the Company would be similarly entitled and the Directors be and are hereby authorised to sell (or appoint any other person to sell) on behalf of the relevant shareholders to any person all the New Anglo American Shares representing such fractions in the open market at the price prevailing at the time of sale to any person(s), and to distribute the proceeds of sale (net of expenses) in due proportion among the relevant shareholders who would otherwise have been entitled to the fractions so sold, save that any fraction of a penny (or equivalent) which would otherwise be payable shall be rounded down to the nearest penny (and in order to implement the provisions of this paragraph, any Director (or any person appointed by the Directors) shall be and is hereby authorised to execute one or more instrument(s) of transfer in respect of such New Anglo American Shares on behalf of the relevant shareholder(s) and to do all acts and things the Directors consider necessary or desirable to effect the transfer of such new ordinary shares to any buyer of such New Anglo American Shares).

By order of the Board,

R Price Company Secretary

London

Tuesday, 8 April 2025

Registered office:

Anglo American plc 17 Charterhouse Street London United Kingdom EC1N 6RA

Notes:

1. Voting

Holders of ordinary shares, including holders of ordinary shares in the United States, are entitled to attend and vote at general meetings of the Company. Entitlement to attend and vote at the meeting, and the number of votes which may be cast at the meeting, will be determined by reference to the Company's register of members at 18:30 (UK time) on Monday, 28 April 2025 or, if the meeting is adjourned, 18:30 (UK time) two working days prior to the time fixed for the adjourned meeting (as the case may be).

As at previous general meetings, voting on the resolution will be conducted by way of a poll. A poll reflects the number of voting rights exercisable by each shareholder and so is the most democratic method of voting. All the votes of those present physically and virtually will be counted and added to those received by proxy. If you have already voted by proxy you can still attend and vote (either in person or virtually) on the day of the general meeting. This vote will replace any vote previously lodged. The voting results will be released to the London Stock Exchange and published on Anglo American's website www.angloamerican.com/investors/ as soon as practicably possible following the meeting.

2. Right to appoint a proxy

Shareholders entitled to attend and vote at the general meeting (either in person or virtually) may appoint one or more proxies to attend and vote on their behalf, provided that each proxy is appointed to exercise the rights attached to a different share or shares by that shareholder. The appointment of a proxy will not prevent a shareholder from subsequently attending and voting (either in person or virtually) at the general meeting in person.

Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the meeting. If a shareholder wishes to appoint a person other than the Chair, the name of the chosen proxy holder should be inserted in the space provided on the form of proxy. Where the proxy is being appointed in relation to less than the shareholder's full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as proxy. If left blank, the proxy will be deemed to be authorised in respect of the shareholder's full voting entitlement. If the proxy form has been issued in respect of a designated account for a shareholder, the proxy will be deemed to be authorised in respect of the full voting entitlement for that account.

A form of proxy is enclosed. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the registrars or transfer secretaries or the form of proxy may be photocopied. Details of where to send a completed form are set out in the form of proxy.

Shareholders should also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

To be valid, proxy appointments must be received by no later than 13:00 (UK time) on Monday, 28 April 2025. UK registered shareholders may appoint a proxy online by creating an online portfolio at www.shareview.co.uk and following the on-screen instructions. You will need your Shareholder Reference Number which is printed on the form of proxy.

3. Electronic proxy voting through CREST

CREST members wishing to appoint a proxy using the CREST electronic proxy appointment service may do so via Equiniti (ID RA19). If you are a CREST personal member, a CREST sponsored member, or a CREST member who has appointed a voting service provider, you should refer to your sponsor or voting service provider who can take the appropriate action for you. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com). The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by Equiniti (ID RA19) by the latest time(s) for receipt of proxy appointments specified above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to a proxy appointed through CREST should be communicated to them by other means.

CREST members (and, where applicable, their CREST sponsors or voting service providers) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that their CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members (and, where applicable, their CREST sponsors or voting service providers) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 13:00 (UK time) on Monday, 28 April 2025 in order to be considered valid. Before you can appoint a proxy via this process, you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

4. Corporate representatives

Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder provided that they do not do so in relation to the same shares.

5. Venue entry requirements

Whilst a limited amount of luggage storage is available in the cloakroom of the venue, shareholders are encouraged to not bring large items if avoidable. Security checks of attendees and luggage will be in place at the entrance to the venue. Shareholders should arrive in good time to pass through this.

6. Nominated persons

The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the Companies Act 2006 ("nominated persons"). Nominated persons may have a right under an agreement with the registered shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

7. Joint holders

In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

8. Shareholder rights

Right to ask questions at the general meeting

Any shareholder attending the meeting has the right to ask questions.

The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if:

(a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;
(b) the answer has already been given on a website in the form of an answer to a question; or
(c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

9. Information available on website

A copy of this notice and other information can be found at www.angloamerican.com.

10. Total voting rights

The total number of issued ordinary shares in the Company on 4 April 2025, which is the latest practicable date before the publication of this document, is 1,337,577,913, carrying one vote each on a poll. Therefore, the total number of votes exercisable as at Friday, 4 April 2025 is 1,337,577,913.

11. Limitations of electronic addresses

You may not use any electronic address provided in either this notice or any related documents (including the proxy form) to communicate with the Company for any purpose other than those expressly stated.

12. Stock exchange listings

The Company's ordinary shares are listed on the London Stock Exchange (the primary listing), the JSE Limited, the SIX Swiss Exchange, the Botswana Stock Exchange and the Namibian Stock Exchange.

Anglo American plc Circular

13. Shareholding enquiries

Enquiries relating to shareholdings should be made to the Company's UK Registrars, Equiniti, the Botswana Transfer Secretaries, Central Securities Depository Botswana (PTY) LTD or the South African transfer secretaries, Computershare Investor Services (Pty) Limited, at the relevant address set out on the following page.

UK Registrars

Equiniti Limited Highdown House Yeoman Way Worthing West Sussex BN99 3HH England

Telephone: +44 (0) 333 207 6534

Transfer secretaries in Botswana

Central Securities Depository Botswana (PTY) LTD Plot 70667 Fairscape Precinct Fairgrounds Gaborone Botswana Private Bag 00417 Gaborone Botswana

Telephone: +267 3674400 / 11 / 12

Transfer secretaries in South Africa

Computershare Investor Services (Pty) Limited Rosebank Towers 15 Biermann Avenue Rosebank 2196 South Africa Private Bag X9000 Saxonwold 2132 South Africa

Telephone: +27 (0) 11 370 5000

APPENDIX I USER GUIDE TO ACCESS THE GENERAL MEETING VIRTUALLY

1 Timings

Date: Wednesday, 30 April 2025

10:00 London time Lumi platform and question submission opens.

11:00 London time the AGM begins.

13:00 London time the General Meeting begins.

13:30 London time (approximately) the General Meeting closes.

2 Meeting access

Shareholders can participate in the meeting remotely, via the online Lumi platform:

https://web.lumiagm.com/184104468. The same link will be used for both the AGM and the General Meeting. This can be accessed online using the latest version of Chrome, Firefox and Safari on your PC, laptop, tablet or smartphone. On accessing the Lumi platform, you will be asked to enter your unique shareholder reference number (SRN) and PIN (which is the first two and last two digits of your SRN).

Access to the Lumi platform will be available one hour prior to the start of the AGM. If you experience any difficulties, please contact Equiniti by emailing [email protected] stating your full name, postcode and SRN, if known.

3 Broadcast

Once logged in, and at the commencement of the AGM and the General Meeting, you will be able to follow the proceedings on your device.

4 Voting

Once the Chair has formally opened voting on all resolutions, the polling icon will appear on the navigation bar. From here, the list of resolutions will automatically appear on your screen. To vote, select the option that corresponds with how you wish to vote ('FOR', 'AGAINST', or 'WITHHELD').

Once you have selected your vote, the option will change colour and a confirmation message will appear to indicate your vote has been cast and received. There is no submit button.

To vote on all resolutions displayed, select the 'vote all' option at the top of the Screen.

To change your vote, reselect your choice. To cancel your vote, select the 'cancel' button. You will be able to do this whilst the poll remains open and before the Chair announces its closure.

5 Q&A

When you are logged into the Lumi platform you will be required to register your question via the Lumi messaging function. If you wish to ask your question verbally, you will be provided with telephone dial-in instructions, alternatively, your question can be read out on your behalf.

6 Requirements

An active internet connection is always required in order to allow you to cast your vote when the poll opens, submit questions and view the broadcast. It is the user's responsibility to ensure you remain connected for the duration of the meeting.

As well as having the latest internet browser installed, users must ensure their device is up to date with the latest software release.

7 Duly appointed proxies and corporate representatives

To receive your unique SRN and PIN please contact the Company's registrar, Equiniti, by emailing: [email protected]. To avoid any delays accessing the meeting, contact should be made at least 24 hours prior to the meeting date and time.

Mailboxes are monitored from 09:00 to 17:00 Monday to Friday (excluding public holidays in England and Wales).

SCHEDULE I COMPUTERSHARE UK NOMINEE SERVICE TERMS AND CONDITIONS

KEY INFORMATION ABOUT THIS SERVICE

1 Corporate sponsored nominee account terms and conditions

1.1 What Service are we providing?

We agree to provide you with access to the Valterra Platinum Limited corporate sponsored nominee account (Service). The type of Security held in the corporate sponsored nominee account for you by our Nominee will be Depositary Interests. We are authorised and regulated by the Financial Conduct Authority. These legally binding terms explain to you the relationship between you and us in relation to the Service.

The price of Securities can go down as well as up and the income from Securities is not guaranteed. You may suffer a loss and receive back less than you originally invested. Remember that past performance is no guide to future performance.

Please read these terms and conditions carefully. If there is anything you do not understand, please contact us or seek independent professional advice. We may change these terms and conditions, if we do so, we will let you know beforehand.

We only make the Service available to people over 18 years old living in one of the Permitted Countries and to companies in one of the Permitted Countries. You may not use this Service unless you live in a Permitted Country or (for companies) you are registered in a Permitted Country. In any event, you may not use this Service in a country where it would be either illegal to do so or that would require us to observe regulatory procedures or legal formalities in addition to those required in England and Wales. The Permitted Countries section has further details.

1.2 How much will it cost you to use the Service?

We will not charge you for holding your Securities. The Company is charged an annual administration fee for the provision of the Service. We may charge you a fee for transferring your Securities, or for using some of the services provided under these terms and conditions. If the Company makes a distribution or pays a cash dividend then where we carry out a currency conversion for you, we will charge a fee of up to 1.5% of the distribution or cash dividend. So for example if we converted a cash dividend of £100 into another currency for you, you would be charged £1.50.

If, following your instructions, we transfer your Securities to a central securities depository (CSD), a third party brokerage account or you, we will charge you £20.00. We may deduct our fees directly from your Account before arranging for monies to be sent to you by one of the methods set out in these terms and conditions, or we may request you send us a cheque or make payment to us by another means. You may request an itemised breakdown of total costs and charges. Further information on our charges is available in the What are our Costs section.

1.3 Are we providing you with any advice?

We will not provide you with any investment, taxation or legal advice in relation to either the Service or the purchase, sale or transfer of Securities. We will not assess the suitability or appropriateness of any product, service or transaction and we will not recommend or invite you to sell, transfer or hold your Securities. You will not benefit from the protection of the FCA Rules on assessing appropriateness.

It is your responsibility to make sure the Service is right for you and you may wish to seek independent professional advice before using it.

1.4 How do you contact us?

You can contact us by e-mail at [email protected] or by post. You can also telephone us on 0370 703 0171 between 08:30 to 17:30 on Business Days. The Contacting Each Other section has further details.

1.5 How do you keep your personal information up to date?

When we contact you we will use the most recent contact details we have for you on our records. Where we make a payment to you it will be to the bank account details we have for you on our records or by cheque that we will send to the most recent address we have for you on our records. You must tell us immediately if you change your contact details or your bank account.

1.6 What happens if you are unhappy with the Service?

We will always aim to provide the Service with reasonable care and skill. If you are not happy with any aspect of the Service, please contact us. The Complaints and Compensation section has further information. Please note that we limit our liability to you under these terms and conditions. Further information is contained in the Limits on our Liability section.

List of technical words used in these terms and what they mean

When a word appears in these terms that starts with a capital letter, check to see if it appears in the list of defined terms below for its specific meaning.

"Account"	means the account managed by our Nominee who shall use it to hold Securities on your behalf;
"Business Day"	means any day on which the London Stock Exchange ("LSE") is open for business;
"Company"	means the company in which we hold Securities on your behalf and any other company it has control of or that is controlled by the same people who also control the company, as the context requires;
"CSD"	means a central securities depository which is a computer-based system enabling securities to be held and transferred electronically. Relevant depositories include CREST in the UK, the Depository Trust Company in the USA, Nominatif Pur in France and Issuer Sponsored Subregister in Australia;
"FCA"	means the UK Financial Conduct Authority;
"FCA Rules"	means the rules, guidance and principles set out in the FCA Handbook;
"Nominee"	means one of our group companies which we may nominate to provide the Service, and whose business shall consist solely of acting as a nominee holder of shares or other securities on behalf of others. This company shall initially be Computershare Company Nominees Limited;
"Security"	means financial instruments issued by the Company which may include:
	• stock, or shares which are a unit of share capital;
	• depository interests or CREST Depository Interests which represent shares and can be held and settled electronically through a CSD; and
	• debenture, loan note, right, warrant, or any other type of financial instrument.
	• and "Securities" shall mean any one or combination of these.
"us", "we", "our" or "Computershare"	means Computershare Investor Services PLC (Company No: 3498808) whose registered address is The Pavilions, Bridgwater Road, Bristol, BS13 8AE, Financial Services Register No. 188534;
"you"	means the person holding an interest in the Security. Where our Nominee holds your Security for more than one person, references to "you" in these terms and conditions are to be treated as references to each joint holder jointly and severally.

Interpretation We have referred to some statutes, regulations or other rules. References to them include references to them as amended or replaced from time to time. Where we have referred to a time of day this means UK time, unless we say otherwise. Where we start a phrase with the words 'including' or 'include', the phrase is to be construed as illustrative only and does not limit the sense of the words preceding those terms.

HOW THE SERVICE WILL OPERATE

2. Nominee Arrangements

2.1 Our Nominee normally holds your Securities electronically in a relevant CSD. Nothing in these terms varies in any way any of the rights or duties our Nominee has as legal owner in relation to the Company.
2.2 Our Nominee will hold your Securities on trust for you which means that they will be the legal owner of the Securities and you will remain the beneficial owner.
2.3 You agree that the Company may issue Securities to our Nominee and require our Nominee to hold the Securities. Under these terms neither we nor our Nominee will have any claim over or interest in your Securities other than where we use them as security against a debt you owe to us (subject to FCA Rules), or where we do so under a separate agreement.
2.4 You agree that you alone have all interests and rights in the Securities and that you will not pledge or charge the Securities to any third party. Therefore you must not give any other person rights over your Securities, or give them any benefits or rights under these terms. We will not recognise any duty or responsibility to any third party. We will only recognise our responsibilities to you under these terms and conditions. You must tell us immediately if someone is claiming an interest in your Securities or may try to stop you from transferring them.
2.5 We will only accept instructions from you in writing or via your online account, and which contain your Shareholder Reference Number ("SRN"). We put this number on all statements we send to you. You must keep the SRN secure and maintain the security of your account at all times. You must use your SRN in all communications you send to us about your Securities. If you lose or fail to quote your SRN we may delay acting upon your instruction. If you ask us we will acknowledge your instructions to transfer by an amended statement of holdings. We will confirm any other instructions by simply following them. We will not write to you to tell you we have done so.

3. Company meetings and communications

3.1 Where we are reasonably able to, we will let you know about the Company's annual meetings and other shareholder meetings. We will also send you a form you can give to our Nominee with your voting instructions to vote by proxy, on a poll, or by show of hands. If you want to attend a shareholders' meeting we will appoint you as our proxy in respect of your Securities (as long as this is permitted by the Company's constitutional documents), provided you have sent us the relevant form correctly filled out and on time, with your instructions. We can only offer you these services in so far as they are allowed by the CSD. We will let you know when we are able to offer this service.

4. Entitlements attaching to Securities and corporate actions

4.1 In the event of a corporate action (for example a takeover or rights issue) we will treat you as far as reasonably possible as if you were a registered shareholder. Where you want to exercise any rights over your Securities we will follow your reasonable written instructions, provided you instruct us following these terms and conditions and in accordance with any instructions we provide you with at that time. Where a payment is required on your behalf, we will not act on your instructions until you have sent us money to cover that payment.
4.2 Where our Nominee holds Securities or other rights in the Securities for other investors, our Nominee will share them among all investors on a pro rata basis. If any fractions in the Securities arise as a result of our Nominee holding the Security for a number of investors then our Nominee will aggregate the fractions and sell them with the sale proceeds shared among all investors on a pro rata basis.
4.3 If the Company offers a dividend reinvestment plan, it will be subject to separate terms and conditions which will be provided to you when the dividend reinvestment plan becomes available.
4.4 If you choose to take part in any currency election that we offer you, we will convert any distribution or cash dividend payable and attributable to your account with our Nominee into any other available currency. We will pay you this money by cheque or by electronic transfer into your nominated UK bank account, at about the same time as this happens for other Company shareholders.
4.5 We will hold this money in a client money bank account in our name which will be governed by the FCA rules on client money. We will not pay you interest. We will charge you a currency conversion fee every time we convert your cash dividend or distribution into another currency, which we will deduct from your dividend or distribution before sending to you. Refer to the What are our Costs section for more information.
4.6 We will carry out the currency conversion using a competitive rate based on a wholesale exchange rate. The wholesale rate is a point in time rate that is updated throughout the day subject to the availability of currencies for online trading. It will be derived from a reliable foreign exchange feed such as Reuters or Bloomberg and will also be dependent upon the ability to buy and/or sell currencies and the bulk buying position.
4.7 We may combine a number of foreign currency conversion instructions for payments denominated in the same currency, in order to provide a more favourable exchange rate than if each order were carried out separately. We will not accept from you any instruction that the conversion must be carried out at a minimum currency exchange rate.
4.8 You agree that the currency exchange rate may vary after you send us your instructions but before we are able to convert the currency, which may reduce the value of the proceeds we send you. We accept no liability for any losses or expenses which you may suffer as a result of any such movement in the currency exchange rate.
4.9 The payment of any cash dividends or other distributions from your Securities may attract withholding tax, a tax required to be applied by us on any dividend or other distribution payable to you. We may deduct any withholding tax from the cash dividend or other distribution payable to you, and pay it to the relevant tax authority. We may appoint a "Withholding Agent" to send any withholding tax to the tax authorities for you. We may require you to send us a dividend withholding form or such other information as we require to work out exactly how much withholding tax you owe.

5. Statements

5.1 When we open an Account for you we will send you a statement setting out how many Securities you have in the Account. After that we will send you a statement at least quarterly i.e. at regular intervals not less than four times a year for as long as we hold assets or cash for you. You may request statements more frequently, but we may charge you for providing these.
5.2 You must check your statements and if anything is wrong or you have any questions about the statement you must contact us straight away.

6. What are our Costs?

6.1 Our fees are set out in the Key Information section.
6.2 We will not charge you for holding your Securities in the Account and taking care of much of the administration.
6.3 We may charge you for other ancillary services provided under these terms and conditions such as providing duplicate tax vouchers, acquisition costs, withdrawal and statutory fees or other charges associated with carrying out your instructions. Our current fees and charges for these other services are available upon request from us.
6.4 We may increase our charges and we will notify you in writing at least 20 Business Days in advance of any proposed new charge or before we increase our charges. If we do this, you may withdraw from the Service within the notice period without incurring any penalties. We may increase our charges for any reason, which may include:
- (a) increases in inflation;
- (b) changes in interest rates;
- (c) increases in our running costs of the Service;
- (d) additional charges imposed by parties we work with in connection with the provision of the Service;
- (e) new services being offered under the Service;
- (f) alterations in the provision of the Service being provided; and/or
- (g) tax or legal changes.
6.5 All applicable UK Value Added Tax ("VAT") on our fees, commissions and charges is payable by you to us. All our fees, commissions and charges are inclusive of any applicable VAT unless specifically stated otherwise. Our dealing and currency conversion fees are exclusive of VAT, but currently no VAT is applicable to these fees. If that situation changes in the future we will charge you VAT without notifying you beforehand.
6.6 If you instruct us to transfer any of your Securities you agree to indemnify us and our Nominee against any liabilities or costs we or the Nominee may suffer, because of anything you have done that stops the transfer from completing.

7. Purchases and Sales of Securities

7.1 If the Company permits it, you may buy more Company Securities and put them in your Account at any time. There may be other instances where we will permit our Nominee to accept additional Securities into your Account.
7.2 If you take part in a dividend reinvestment plan you will have more Securities added to your Account.
7.3 You can only buy or sell your Securities through a facility we may provide, which will be subject to its own terms and conditions.

8. How to Exit or Transfer from the Service

Transfer

8.1 You may instruct us to arrange for our Nominee to hold your Securities for someone else or to add someone else as a joint holder of the Securities with you. We will only do this if you send us the correct form confirming that this transfer is a gift from you to them. We will not charge you for this transfer.
8.2 We may reject any transfer instruction provided using the wrong or incorrectly filled in form. You may not amend or cancel any transfer instruction once you have sent it to us.
8.3 We will not accept transfer of Securities into our Nominee unless the Company allows us to do so.
8.4 We may choose to reject an instruction to transfer Securities into the Nominee's name (provided we have a reasonable basis to do so, for example, if you owe us money or your transfer request is incompatible with these terms and conditions or our legal and regulatory obligations).

Cancellation Rights

8.5 You may cancel participation in the Service up to fourteen calendar days after activation (the "Cancellation Period"). However, you will lose your cancellation right if you ask us during the Cancellation Period to process any payment to you or sell any of your Securities for you, in accordance with separate dealing terms and conditions.
8.6 If you want to cancel your participation in the Service you must tell us before the Cancellation Period ends. We will not charge you any fees when you cancel. After you have cancelled and we have transferred any Securities these terms and conditions will cease to apply to you. If you do not cancel then we will provide the Service in accordance with these terms and conditions.

Withdrawal Rights

8.7 You may end this agreement for the Service with us at any time. You will have to pay any fees and taxes associated with withdrawing.

What you need to know about both your Withdrawal and Cancellation Options.

8.8 When you cancel or decide to withdraw from the Service we will, depending on your instructions and the options available to you as set out in the Key Information section, transfer your Securities from the Service to:
- (a) you, so that you may hold a share certificate and be named directly on the Company share register;
- (b) you, so that you may hold your Securities through a relevant CSD; or
- (c) a third party stock brokerage account.
8.9 You can end the Service by either writing to us, or by using the form we send you. You must give details of the full name and SRN of the account you wish to end and if you wish to end an account in the name of joint holders, then the form must be signed by all joint holders.

9. Our Right to end this Agreement

9.1 We may stop you using the Account at any time on five days' notice if:

(a) we think you are in material breach of these terms and conditions; or
(b) we or our Nominee is unable to comply with any obligation we or our Nominee are subject to in relation to your Securities.
9.2 If this happens or if the agreement between us and the Company governing the Account ends (in whole or in part) or if you or we choose to end this agreement for the Service or if the Account closes for any other reason then we will, depending on your instructions and the options available, transfer your Securities from the Account to either:
- (a) you, so that you may hold a share certificate and be named directly on the Company share register;
- (b) you, so that you may hold your Securities through a relevant CSD; or
- (c) a third party stock brokerage account.
9.3 Even if we end this Service for any of the reasons set out above we will still honour any instructions which you have already sent to us, subject to these terms and conditions. When this Service ends for whatever reasons yours and our rights and responsibilities to each other that continue afterwards, in relation to the Service, shall still be governed by these terms and conditions.
9.4 Whenever we transfer Securities into your name on the Company share register, the Company may apply any mandates or other instructions given by you under the Service to your registered holding.
9.5 You agree to appoint us to be your agent for the purpose of issuing any instructions to the relevant CSD to give effect to the transfers referred to in these terms and conditions.

10. Joint holders

10.1 We will send all notices and other documents under these terms and conditions to the first named holder on the nominee register, which will then be treated as sent to all of the other joint holders. The first named joint holder who receives the notices or other documents agrees to notify the other joint holders. Only one joint holder may be nominated as proxy to attend, speak and vote at meetings of the Company's shareholders (where that proxy facility is made available by the CSD and where it is possible under the Company's constitutional documents).
10.2 Each joint holder therefore agrees that:
- (a) we and our Nominee are liable to the joint holders taken together and not separately; and
- (b) the joint holders are liable to us and the Nominee together and not separately.
10.3 We will only accept transfer instructions given by or on behalf of all of the joint holders, but we may accept other instructions signed by one or more joint holders which means the joint holder(s) giving the instructions warrant(s) to us that they have the necessary authority to act on behalf of all joint holders. We will only hold Securities for up to four joint holders.
10.4 Where we receive transfer instructions from a corporate holder, we will assume the signatory has the necessary authority to act on behalf of the corporate holder.

GENERAL INFORMATION

1. Limits on our liability

1.1 We and our Nominee will provide the Service with reasonable care and skill.

1.2 We are not liable for losses unless they are foreseeable by each of us at the time we enter into an agreement governed by these terms and conditions and are caused by our or our Nominee's breach of these terms and conditions, negligence, wilful default or fraud.
1.3 We are not liable for losses or expenses suffered by you that are caused by:
- (a) your failure to obey the law;
- (b) third parties (which for this purpose includes banks, custodians the Nominee and CSDs but otherwise excludes our own sub-contractors) subject to the provisions of these terms and conditions;
- (c) documents getting lost or delayed in the post;
- (d) delays over the internet before your communication reaches the Computershare website;
- (e) your online communication being intercepted or hacked before it reaches the Computershare website;
- (f) any planned maintenance that we have to carry out which will normally take place outside Business Hours;
- (g) fraudulent instructions;
- (h) us acting on your instructions; and/or
- (i) unclear instructions.
1.4 We are not liable for any indirect losses or consequential loss of any kind and in any event we are not liable for:
- (a) loss of opportunity (including investment opportunity);
- (b) loss of potential future income, revenue, or increase in value;
- (c) loss of income including interest;
- (d) loss of goodwill;
- (e) loss of anticipated savings; or
- (f) any wasted time,

whether they amount to direct or indirect loss.

1.5 Nothing in these terms and conditions excludes or limits in any way our liability for:
- (a) death or personal injury caused by our negligence; or
- (b) fraud or fraudulent misrepresentation; or
- (c) any other matter for which it would be illegal or unlawful for us to exclude or limit or attempt to exclude or limit our liability.
1.6 We shall not be responsible for delays or failure to perform the Service due to circumstances beyond our reasonable control which may include for example market conditions, halts on trading in a market, power failures or natural disasters. Where we do suffer such delays we will try to resume the Service as soon as reasonably possible.
1.7 You accept responsibility for all instructions you send to us or arrange to be sent to us on your behalf.

2. Contacting Each Other

2.1 When you write to us you must send all correspondence to:

Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ

and include the full name and SRN of your Account.

2.2 When we send documents by post to you we will treat them as delivered two Business Days after we have sent them if you live in the UK, or five Business Days after if you live outside the UK. Where we send documents by courier, we will treat them as received by you on delivery.
2.3 If we send you an email or communicate with you via the Computershare website we shall regard the communications as being delivered instantly.
2.4 We will not accept any instructions from you by fax, email or photocopied forms.
2.5 Ours and your obligations under these terms and conditions shall be binding on us and you and your successors, executors, administrators and other legal representatives.
2.6 Where we are reasonably satisfied someone has proved they are authorised to act on your behalf in relation to your Securities, we will be entitled to rely and act upon any instructions they give us on your behalf as if they came from you. We will only act on an instruction sent under a power of attorney if you send the original power of attorney or a copy certified by a solicitor or notary public to us by post, which will be inspected and returned to you.
2.7 We provide these terms and conditions in English and we will only communicate with you in English when providing the Service.

3. General

3.1 These terms and conditions and the Service are governed by the laws of England. You agree that any claim under these terms must be brought before an English court.
3.2 You agree under these terms and conditions that your Securities and your rights and interests in your Securities are provided to us as security. You will indemnify us against any losses and expenses we suffer because:
- (a) you fail to give us sufficient funds to carry out your instructions;
- (b) you are in breach of these terms and conditions; or
- (c) we have had to pay taxes on your behalf arising out of your use of the Service.
3.3 Where we owe you money and you owe us money under the Service, we will deduct the monies you owe us from the monies we owe you, and only send you the net amount (if any).
3.4 We will round down any money payable to you to the nearest penny and keep the difference for our own benefit.
3.5 Unless we waive any of our rights in writing you cannot take any conduct or delay on our part to mean we have given up those rights.
3.6 We reserve the right to reject instructions from you. We may do this if we think we need to:
- (a) obtain further information from you;
- (b) comply with any legal requirements (for example: obtaining evidence of identity to comply with anti-money laundering regulations);
- (c) investigate any other issues we may have with your instructions;
- (d) check that you are not breaching money laundering legislation; and/or
- (e) carry out a credit check against you.

Where you fail to provide us with the evidence we need we may stop holding Securities and/or stop making payments to you. We may also notify the relevant authorities. We will notify you in writing as soon as possible if we decide not to accept an instruction from you. By agreeing to use this Service, you give us permission to check your identity using electronic identity checking services where necessary.

3.7 Neither we nor our Nominee will lend your Securities to any third party or borrow money using them as security.
3.8 When we arrange for the sale of Securities for you we could be:
- (a) acting for an associated company which is dealing as principal for its own account by buying Securities from you;
- (b) buying Securities where an associated company is involved in a new issue, rights issue, takeover or similar transaction concerning the Company Security; or
- (c) otherwise in a position where we have a material interest in the transaction.
3.9 Conflicts of interest which may be detrimental to you may arise between us, our agents, our other corporate clients, our employees and those who use the Service. We will make every effort to identify and prevent such conflicts. Where this is not possible, we will manage and mitigate the conflicts. Where we cannot prevent, manage or mitigate such conflicts we will disclose details to you. You may obtain a copy of our Conflicts of Interest Policy, which we update regularly, on our website or you may request a copy by writing to us at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom.
3.10 In performing the Service we may on occasion employ agents to carry out certain activities. Before doing so we will satisfy ourselves that they are able to do the job we are asking them to do.
3.11 The Service (and as a result all or some client money and assets) may at any time be moved to another provider. You will be notified in advance of when this will occur (the transfer date). The new provider may notify you of any changes to the scope of the Service and details of their terms and conditions as well as any associated information such as changes of address and banking details. Rights you may have against us which relate to the period before the transfer date will not be affected, but we and the Nominee shall have no liability to you in respect of the period after the transfer date.
3.12 We may at any time move all or part of our business (and as a result all or some client money and assets) to another provider, including for example as part of a restructure or amalgamation. The new provider will assume our rights and obligations under these terms and conditions and we will notify you in advance of when this will occur (the transfer date). This notice will include details of any changes to the Service and to these terms and conditions necessary because of the transfer, for example changes of address and banking details. Rights you may have against us which relate to the period before the transfer date will not be affected, but we and the Nominee shall have no liability to you in respect of the period after the transfer date.

Subject to the contents of the notice referred to above, from the transfer date:

(a) these terms and conditions will be treated for all purposes as being entered into by you and the new provider rather than us;
(b) references to us will be read as references to the new provider and references to the Nominee will be read as references to the new provider or its new nominee; and
(c) we and the Nominee will be released and discharged from all of our obligations under these terms and conditions.
3.13 In these circumstances, we will satisfy ourselves that the new provider will hold monies in accordance with the FCA Rules on client money or if not, we will exercise due skill, care and diligence in assessing whether the new provider will apply adequate equivalent measures to protect your client money. You agree that from the transfer date we will no longer hold your money in a client money bank account and we will no longer treat it as client money under the FCA Rules.
3.14 In offering the Service we will treat you as a "retail client". As a retail client you are protected by the FCA Rules and you may be eligible for compensation under the FSCS, as described further in the Complaints and Compensation section.
3.15 Only you or we have any right to enforce these terms and no third party has right to enforce any of the terms by virtue of the Contracts (Rights of Third Parties) Act 1999.
3.16 We will not do anything which we think would or might break any relevant laws, rules, regulations or codes, or risk exposing us to criticism for behaving improperly or not acting in accordance with good market practice.
3.17 We will notify you when we change these terms and conditions and if we make any changes that are to your material disadvantage, we will give you not less than twenty Business Days' notice before such change becomes effective, and you will be able to withdraw from the Service without suffering any penalty during this period of twenty Business Days if you disagree with the change.
3.18 We may change these terms and conditions without telling you beforehand if we need to change them because the law or regulation changes.

4. Client Money and Assets

4.1 When we provide you with the Service you agree that we can hold your money in a UK bank chosen by us. The money will be held in a separate pooled client money bank account together with other clients' monies but separate from our money. You will still have the same rights to your money. The account will be governed by the FCA Rules on client money. All money belonging to clients will be held on trust for the sole benefit of clients. We will not pay interest on monies we hold for you.
4.2 Assets will be segregated and held with assets of other customers of our nominee services. You agree that by pooling your Securities with those of other shareholders you retain all rights you have as the legal owner of your assets, but that your entitlement will not be identifiable by separate share certificates or other physical or electronic records of title.
4.3 We will not be responsible for anything a UK bank or any sub-custodian in relation to the assets, does or fails to do with your money or assets.
4.4 Under the FCA Rules, if we, a bank or any sub-custodian becomes insolvent and cannot repay all the money or assets owed to clients this could result in a shortfall. In that case, we will treat money or assets as pooled, which means that any shortfall will be shared equally and proportionally with other shareholders of the Company and other customers of ours who are affected by the shortfall. You may not recover all of your money or assets. In this situation, you may be eligible to claim under the Financial Services Compensation Scheme (FSCS). For more information, please see the Complaints and Compensation section.
4.5 Sometimes, in exceptional circumstances we may hold your money or assets in a bank or sub-custodian based outside of the UK. If we do so, we will take all reasonable steps to protect your money or assets in line with local laws, which may be different from the laws in the UK, and your rights in the event of insolvency of the bank or sub-custodian may be reduced.
4.6 If you hold client money with us and there has been no movement in your balance for at least six years, other than charges we may have levied, we may remove this money from the client money bank account and donate it to a registered charity of our choice. You may later claim this sum of money back from us, but you will not be entitled to claim any interest on it. We will let you know at least 28 days before we do this by writing to you at the last email or postal address we have for you. Where the amount is no more than £25 (or equivalent) and you fail to claim it before the 28 day notice period expires, we will donate the money without attempting to contact to you again. If the amount is more than £25 (or equivalent), after the 28 day notice period expires, we will make at least one further attempt to contact you using other means, before donating the money to charity.
4.7 If we have not received any instructions from you for at least twelve years, we may sell assets we hold for you at market value if the law and applicable regulations allow it. You may later claim from us a sum equal to the value of the proceeds at the time your assets were sold. You will not be entitled to claim any interest on this sum. We will let you know at least 28 days before we do this by writing to you at the last email or postal address we have for you. If we have not heard from you within the 28 days' notice period, we will make at least one further attempt to contact you using other means. After a further 28 day period, we will donate the assets or proceeds to a registered charity of our choice.

5. Permitted Countries

5.1 The Permitted Countries list may be updated from time to time with the current list displayed on our website. If you are resident in another territory you will be excluded from the Service. If you are unsure of your status please call us.

6. Data Protection

6.1 In order to provide the Service to you we need to use your personal information. We may also transfer your personal information to other countries which have different data protection laws. We will only do this if we are satisfied that there are adequate safeguards in place to protect your personal information.
6.2 For full details about how we use and share your personal information please see our Privacy Policy, which is available on our website. The Privacy Policy also explains your rights in relation to your personal information and how you can exercise them.

7. Complaints and Compensation

7.1 If you are dissatisfied with the Service we have provided you or wish to receive a copy of our complaints procedure please write to us or find a copy of our complaints procedure on the Computershare website. If we cannot resolve your complaint, you may refer it to the Financial Ombudsman Service, Telephone: +44 (0)800 023 4567 (free from UK landlines) or 0300 123 9123 (from UK mobiles) or at www.financial-ombudsman.org.uk.
7.2 Under the FSCS you may be entitled to compensation if we cannot meet our financial obligations. You may be covered for up to 100% of the first £85,000 (or equivalent) of your investments (i.e. a maximum of £85,000 per person). Where we hold your money in a client bank account and the relevant UK approved bank becomes insolvent, you may be covered under the FSCS for up to £85,000 of the money on deposit with that bank. Details about our external banking partners are available on request. These amounts may be subject to change. Where we are required to hold your client money in a jurisdiction outside the UK, your rights in the event of insolvency may be reduced. Further details of your rights under the FSCS can be found here: www.fscs.org.uk.

Computershare Investor Services PLC is authorised and regulated by the Financial Conduct Authority, Registered Office: 12 Endeavour Square London E20 1JN. Computershare Investor Services PLC is on the Financial Conduct Authority Register with registration number 188534. Computershare Investor Services PLC is registered in England & Wales, Company No. 3498808, Registered Office: The Pavilions, Bridgwater Road, Bristol, BS13 8AE. The main business of Computershare Investor Services PLC is the provision of share registry and shareholder services.

AI Terminal

Anglo American PLC

4786_rns_2025-04-08_0edc07e5-5385-4cbd-830e-2656c02ef7de.pdf

Anglo American PLC

Circular to Anglo American Shareholders relating to the recommended Proposals for the Demerger of Anglo American Platinum Limited, the Share Consolidation of Anglo American

Notice of General Meeting

This Circular should be read as a whole and in conjunction with the enclosed Form of Proxy. Definitions for capitalised terms used in this Circular are set out in Part XIII (Definitions and Glossary) of this Circular.

TABLE OF CONTENTS PAGE

GENERAL INFORMATION

FORWARD-LOOKING STATEMENTS

PUBLICATION ON WEBSITE AND AVAILABILITY OF HARD COPIES

ROUNDING AND CURRENCIES

REFERENCES TO TIME

PART I LETTER FROM THE CHAIR OF ANGLO AMERICAN

Recommended Proposals for the Demerger of Anglo American Platinum Limited and the Share Consolidation of Anglo American

1 Introduction

2 Background to and reasons for and effects of the Demerger

2.1 Background to and overview of the Demerger

2.2 Benefits of the Demerger to Anglo American

2.3 Benefits of the Demerger to AAP

2.4 Benefits of the Demerger for Anglo American Shareholders

3 Details of the Demerger

3.1 Principal terms of the Demerger

3.2 Listing and index inclusion

3.3 Conditions to the Demerger

4. Details of the Share Consolidation

5. Impact on Anglo American and Anglo American Shareholders

5.1 Impact on Anglo American

5.2 Impact on Anglo American Shareholders

6 Actions to be taken

7 Additional information

7.1 Risk Factors

7.2 Description of the Proposals

7.3 AAP Prospectus

7.4 Overseas Shareholders

7.5 Separation Arrangements

7.6 Settlement of Demerger Shares

7.7 Fractional Entitlements to Demerger Shares and New Anglo American Shares

8 Approvals

9 Board recommendation

Stuart Chambers

PART II ACTIONS TO BE TAKEN

1 Read this Circular in full

2 Consider, complete and return Form of Proxy

(a) Certificated and CREST

In the case of Anglo American Shareholders who hold Anglo American Shares in Certificated Form on the UK Register:

In the case of Anglo American Shareholders who hold Anglo American Shares in Certificated Form on the SA Register:

(b) Dematerialised Anglo American Shareholders on the SA Register

(c) Dematerialised "own-name" Anglo American Shareholders on the SA Register

(d) Dematerialised Anglo American Shareholders on the Botswana Register

3 Further actions

4 Engagement at the General Meeting

5 Helpline

6 Appointment of multiple proxies

7 Further Information

PART III INDICATIVE TIMETABLE OF PRINCIPAL EVENTS

All references to time in this timetable are to London (UK time) unless otherwise stated. At the date of publication, London (UK time) is one hour behind South Africa time.

PART IV INFORMATION ON THE DEMERGER AND SHARE CONSOLIDATION

1 Introduction

2 Details of the Demerger

2.1 Overview of the Demerger

2.2 Fractional Entitlements

2.3 Reorganisation

2.4 Listing and index inclusion

2.5 Retained Interest and Investment Companies

2.5.1 Anglo American International

2.5.2 Investment Companies

3 Conditions for the Demerger

4 Details of UK Certificated Share Sale Option

4.1 Overview of the UK Certificated Share Sale Option

4.2 Form of Election

4.3 Terms and Conditions of the UK Certificated Share Sale Option

4.4 Rationale for UK Certificated Share Sale Option

5 Details of the Share Consolidation

5.1 Overview of the Share Consolidation

5.2 Fractional entitlements

5.3 Listing, Dealings, Share Certificates, CREST and Strate

5.4 Impact on AGM Resolutions

5.5 Impact of the Share Consolidation on ADS Holders

6 Separation Arrangements for the AAP Group