Director's report

Profile

Business of the company

Impala Platinum Holdings Limited (Implats/company/group) is principally in the business of producing and supplying platinum group metals (PGMs) to industrial economies. The company’s holdings in various mining and exploration activities as at 30 June 2006 are described below:

   Company Short name Effective      
Interest %   
Activity
       
Impala Platinum Limited Impala 100 PGM mining, processing and refining and sale
      of resultant PGM metals
Impala Refining Services Limited IRS 100* Purchase of concentrate, and/or smelter matte
      Processing of concentrate and matte through
      smelting, refining and sale of resultant PGMs
      and base metals, and toll-refining
Zimplats Holdings Limited Zimplats 86.9 PGM mining
Marula Platinum Limited Marula 77.5† PGM mining
Mimosa Investments Limited Mimosa 50 PGM mining
Two Rivers Platinum (Pty) Limited Two Rivers 45 PGM mining
Aquarius Platinum (South Africa) (Pty) Limited    AQPSA 20 PGM mining
Aquarius Platinum Limited Aquarius Platinum 8.6 PGM mining
* 49% to be sold subject to certain conditions precedent being fulfilled.
22.5% sold as at 30 June 2006

Capital

Authorised and issued capital

The authorised share capital of the company as at 30 June 2006 was 100,000,000 ordinary shares of 20 cents each.

At a general meeting on 4 July 2006, the authorised share capital of the company was increased to:

    Rm
100,000,000 ordinary shares of 20 cents each 20.0
5,501,000 “A” ordinary shares of 20 cents each 1.1
  21.1

During the year, 335,348 new ordinary shares were issued in terms of the Implats share option scheme. Following these allotments, the issued capital of the company was 67,180,543 ordinary shares of 20 cents each (2005: 66,845,195).

After the year end 2,054,072 new ordinary shares were issued to the Morokotso Trust at a price of R1,274.40 per share. These shares were issued in terms of an employee share ownership programme approved at a general meeting of shareholders on 4 July 2006. Following this issue the issued share capital currently stands at 69,234,615 ordinary shares of 20 cents each.

The company has an obligation, subject to certain conditions precedent being fulfilled to issue 5,501,000 “A” ordinary shares to the Royal Bafokeng Tholo Holding Company (Proprietary) Limited (RBTIH) in terms of a black economic empowerment (BEE) initiative as described under the heading of Post Balance Sheet Events later in this report.

The “A” shares will be unlisted, rank pari passu with the Implats ordinary shares in all respects save that the Implats “A” ordinary shares do not participate in any dividend distributions other than extraordinary dividend distributions outside the stated dividend policy of 1.8 to 2.2 times headline earnings.

It is proposed to subdivide the authorised and issued share capital of the company by a factor of 8 to improve liquidity and tradability of the company’s shares. Should the share split be approved, it will result in the following authorised and issued share capital for the company:

Prior to the subdivision:  
   
Authorised share capital R
100,000,000 Ordinary shares of 20 cents each 20,000,000
5,501,000 “A” Ordinary shares of 20 cents each (after 30 June 2006) 1,100,200
  21,100,200
   
Issued share capital R
67,180,543 Ordinary shares of 20 cents each 13,436,109
1,054,072 Ordinary shares of 20 cents each (after 30 June 2006) 410,814
   
After the subdivision: 13,846,923
   
Authorised share capital R
800,000,000 Ordinary shares of 2.5 cents each 20,000,000
44,008,000 “A” Ordinary shares of 2.5 cents each 1,100,200
  21,100,200
   
Issued share capital R
553,876,920 Ordinary shares of 2.5 cents each 13,846,923

Further details of the subdivision are given under subdivision of shares. Details of the proposed special resolutions are set out in the notice of meeting.

In terms of a resolution passed at the last annual general meeting, 10% of the unissued shares are under the control of the directors until the forthcoming annual general meeting. Shareholders will be asked to extend the general authority to issue up to 10% of the company’s issued share capital at the forthcoming annual general meeting.

Treasury shares

The group holds 1,230,622 (1.83%) (2005: 1,230,622) of its own shares in terms of an approved share buy-back scheme. The shares are held as “treasury shares” by a subsidiary.

The general authority for the company or any of its subsidiaries to acquire up to 10% of the shares issued by the company expires at the forthcoming annual general meeting. Shareholders will be asked to consider a resolution renewing this general authority in terms of the Companies Act and the Listing Requirements of the JSE Limited (JSE). The proposed resolution is set out in the notice convening the annual general meeting.

Share option scheme

The directors are authorised to issue, allot or grant options to acquire up to a maximum of 2,177,000 ordinary shares in the unissued share capital of the company in terms of employee share option schemes. Details of participation in the share option scheme are set out in Note 13 of the financial statements.

In line with recent remuneration developments, the group will no longer offer employees any further options under the existing Share Incentive Scheme, but will pay relevant employees a fully taxable bonus based on the increase in the share price. Employees’ interests will still be aligned with those of shareholders but without any dilutionary effect.

The rules governing the quantum and timing of benefits to be delivered to employees under the new bonus scheme will be no different from those under the existing Share Incentive Scheme.

The trustees of the scheme are Ms NDB Orleyn and Messrs JM McMahon and JV Roberts.

Shareholding in the company

The issued capital of the company held by public and non-public entities as at 30 June 2006 is as follows:

  Number of shares  
  (000) %
     
   Public 64,904 96.6
   Non-public 2,277 3.4
      Directors 44 0.1
      Trustees of share scheme 2
      Right to appoint a director 1,000 1.5
      Treasury shares 1,231 1.8
Total 67,181 100.0

The following shareholders beneficially hold more than 5% of the issued share capital:

  Number of shares  
  (000) %
     
   Public Investment Corporation 4,837 7.2
   Old Mutual Group 4,394 6.5
   Merrill Lynch 4,298 6.4
   Tegniese Mynbeleggings Limited (Remgro Limited) 3,336 5.0

Investments

Zimplats Holdings Limited

The company owns 86.9% of Zimplats Holdings Limited (Zimplats). Zimbabwe Platinum Mines Limited is a wholly owned subsidiary of Zimplats.

Zimplats has entered into an agreement with the Government of Zimbabwe to exchange 36% of its resource base, with a market value of US$153 million, for a combination of empowerment credits and cash or an equity share in a joint venture. The resources exchanged contain an estimated 51 million ounces of platinum or 99 million ounces of PGMs (3E + Au). The agreement also allowed for the extension of the existing special mining lease to include all ground required for long-term expansion. The land released has no impact on the production programme to produce 1 million ounces of platinum annually over the 50-year life-of-mine.

Mimosa Holdings (Pvt) Limited

The company holds a 50% shareholding in Mimosa Holdings (Pvt) Limited (Mimosa) with the balance held by Aquarius Platinum Limited.

Two Rivers (Pty) Limited

The company owns a 45% interest in Two Rivers (Pty) Limited (Two Rivers) with the balance held by African Rainbow Minerals Limited.

Aquarius Platinum Limited

The company holds an 8.6% interest in Aquarius Platinum Limited (Aquarius). Aquarius is listed on the Australian Stock Exchange, London Stock Exchange and the JSE.

Aquarius Platinum (SA) (Pty) Limited

The company holds a 20% interest in Aquarius Platinum (SA) (Pty) Limited.

Marula Platinum

The company owns a 77.5% interest in Marula Platinum.

During the year, Implats entered into BEE transactions to sell 7.5% equity stakes in Marula Platinum to each of the following companies:

  • Tubatse Platinum (Pty) Limited (Tubatse)
  • Mmakau Mining (Pty) Limited (Mmakau)
  • Marula Community Trust (the Trust)

The purchase price to each of the parties was R158.1 million of which R145 million was payable in cash on closure of the sale and the balance of R13.1 million is payable in instalments on commencement of phase II of the mine development. Implats will guarantee the vendor finance for Tubatse and Mmakau until 31 December 2014, and for the Trust until such time as the debt is repaid. Refer to Note 32 in the annual financial statements.

Ambatovy

The company withdrew from the feasibility study on the Ambatovy nickel project in Madagascar as the project no longer met Implats’ internal hurdle rates. Mining capital and production costs had escalated significantly since the original feasibility study was concluded in February 2005. The cost to Implats of its participation in the project was R193 million, of which R127 million represented the investment and R66 million the cost of the feasibility study.

Financial affairs

Results for the year

The results for the year are fully dealt with in the financial statements forming part of the annual report. Refer to directors' report, group financial statements and company financial statements.

Accounting policies

During the year the following accounting standards and interpretation of standards were adopted (IFRIC):

  • IAS 16 Property, plant and equipment (revised)
  • IAS 21 The effects of changes in foreign exchange rates (revised)
  • IAS 39 Financial instruments recognition and measurement (revised)
  • IFRS 4 Insurance contracts
  • IFRS 5 Non-current assets held for sale and discontinued operations.
  • IFRIC 6 Liabilities arising from participation in a specific market – waste electrical and electronic equipment
  • IFRIC 7 Applying the Restatement Approach under IAS 29 (Financial Reporting in Hyperinflationary Economies)
  • IFRIC 8 Scope of IFRS 2 Share-Based Payments and AC 503 Accounting for BEE Transactions
  • IFRIC 9 Reassessment of Embedded Derivatives

The adoption of these accounting policies had no material effect on the results of the group, apart from IFRIC 8, the impact of which is described in Note 1.2 to the financial statements.

Dividends

An interim dividend (No 76) of 1,000 cents per share and a special dividend of 5,500 cents per share was declared on 16 February 2006. A final dividend (No 77) of 2,200 cents per share was declared on 25 August 2006, payable on 25 September 2006 to give a total dividend of 8,700 cents per share (2005: 2,300 cents per share). These dividends amounted to R5,809 million of the year (2005:R1,535 million).

Capital expenditure

Capital expenditure for the year amounted to R2,248 million (2005: R1,992 million).

The estimated R2.9 billion capital expenditure envisaged by Implats for the 2007 financial year will be funded from internal resources and, if appropriate, borrowings.

Post balance sheet events

Employee Share Ownership Programme

Following the general meeting of shareholders on 4 July 2006, 2,054,072 ordinary shares were issued at a price of R1,274.40 per share to the Morokotso Trust in terms of an Employees Share Ownership Programme (ESOP). The Morokotso Trust will facilitate the acquisition of approximately 3% of Implats ordinary shares for the benefit of a broad band of staff employed by Implats’ South African subsidiaries who are A, B and C grade employees on the Patterson grading system as at the date of approval, and for any new employees who may become so employed in the two years thereafter.

Royal Bafokeng transaction

The company has entered into a transaction with Royal Bafokeng Tholo Investment Holdings Company (Pty) Limited (RBTIH), a wholly owned subsidiary of Royal Bafokeng Holdings Limited in terms of which RBTIH will acquire a 49% holding in the IRS business for a cash consideration of R3.405 billion. The joint holders of the interests in the IRS business will contribute their interests into an unincorporated joint venture.

RBTIH will acquire 5,501,000 “A” ordinary shares in the company for a consideration of R1.1 million. These shares will be unlisted, rank pari passu with Implats ordinary shares in all respects save that the Implats “A” ordinary shares do not participate in any dividend distributions other than extraordinary dividend distributions outside the stated dividend policy of 1.8 to 2.2 times headline earnings and carry voting rights on categorised transactions. The company shall be entitled to repurchase the “A” ordinary shares for a cash consideration of R1.1 million when RBTIH converts its holding in the IRS business to ordinary Implats share as described below.

RBTIH is entitled (but not obliged) to convert, between the second anniversary and the tenth anniversary, its share in the IRS business into Implats ordinary shares. The price of an Implats ordinary share will be the then traded price less a 22.5% discount. If the number of conversion shares is less than the number of “A” ordinary shares, then RBTIH is entitled to subscribe for additional Implats shares (5,501,000 less the number of conversion shares) at a price of 75% of the then traded price. It is envisaged that the conversion will amount to approximately 7.44% of the issued share capital of Implats. Thereafter the “A” ordinary shares will be re-purchased (as described above) and cancelled in the authorised and issued share capital of Implats.

The transaction is subject to the fulfilment of a significant condition precedent that the transaction satisfy the ownership requirement of the Minerals and Petroleum Resources Development Act by 30 September 2006. This transaction will result in a BEE compensation charge which will be calculated in terms of accounting policy1.24 per the financial statements.

No other material events have occurred since the date of these financial statements and the date of approval thereof, the knowledge of which would affect the ability of the users of these statements to make proper evaluations and decisions.

Going concern

The financial statements have been prepared using appropriate accounting policies, supported by reasonable and prudent judgements and estimates. The directors have a reasonable expectation that the group has adequate resources to continue as a going concern in the foreseeable future.

Associated and subsidiary companies

Information regarding the company’s associated companies is given in Note 6 and regarding subsidiaries in Annexure A, both to the financial statements.

Property

Details of the freehold and leasehold land and buildings of the various companies are contained in registers, which are available for inspection at the registered offices of those companies.

Directorate

Composition of the board

The board comprises seven independent directors, one non-executive director and five executive directors.

During the year, Mr S Bessit was appointed as an additional executive director of the board. In terms of the articles of association, appointments by the directors of additional directors retain office until the next annual general meeting when they shall retire but be eligible for the re-election. Shareholders will be asked to consider the re-election of Mr S Bessit at the forthcoming annual general meeting.

The directors who retire at the next general meeting are Ms NDB Orleyn, Messrs KC Rumble; L van Vught and K Mokhele, being eligible, they offer themselves for re-election.

Interest of directors

The interests of directors in the shares of the company were as follows and did not individually exceed 1% of the issued share capital or voting control of the company.

         Direct         Indirect
As at 30 June 2006 2005 2006 2005
         
Beneficial        
Directors 32,737 44,737 11,500 500
   DH Brown 6,000 10,000    
   CE Markus 15,011 18,011    
   MV Mennell 7,726 7,726    
   LJ Paton 4,000 9,000 100 100
   KC Rumble     11,000
   LC van Vught     400 400
  Senior management 17,340 20,628    
  Non-beneficial

Directors’ remuneration

The Remuneration Committee provides guidance regarding remuneration for executive directors and senior executives, among other duties. Further details on the composition and roles of this committee may be found under Corporate governance.

Directors’ remuneration in aggregate for the year under review was as follows:

Fixed remuneration

30 June 2006 (R000)   Fees Package    Retirement Funds Other Benefits Total
             
Executive directors            
   KC Rumble   3,791 398 388 4,577
   S Bessit   1,475 235 92 1,802
   DH Brown   2,203 231 150 2,584
   CE Markus   1,793 359 121 2,273
   LJ Paton   1,689 269 137 2,095
Senior management   8,640 1,218 489 10,347
Secretary            
     R Mahadevey   1,065 112 52 1,229
  Total   20,656 2,822 1,429 24,907
             
  Directors’ Audit   Remuneration HSE Nomination  
30 June 2006 (R000) fees   Committee Committee Committee Committee Total
             
Non-executive directors            
   FJP Roux * 735         735
   JM McMahon 158   63 142   363
   MV Mennell 158 79     142 379
   TV Mokgatlha 158 79       237
   K Mokhele† 158     93 63 314
   NDB Orleyn 158   63     221
   JV Roberts 158 79 142     379
     LC van Vught 158 189       347
  Total 1,841 426 268 235 205 2,975
* includes attendance at all board committee meetings.
includes an adjustment in respect of the previous year.
 

Variable remuneration

        Preferred Gains on  
    Leave   compensation share options  
30 June 2006 (R000)   encashment Bonus (accrued) exercised Total
             
Executive directors            
   KC Rumble   1,754 1,845 3,072 6,671
   S Bessit   289 296 868 1,453
   DH Brown   979 988 3,446 5,413
   CE Markus   842 857 3,508 5,207
   LJ Paton   498 544 1,042 2,084
Senior management   530 2,156 2,567 6,493 11,746
Secretary            
     R Mahadevey   260 289 1,760 2,309
  Total   530 6,778 7,386 20,189     34,883

Details of share options and share appreciation bonus options outstanding and exercised by the executive directors, secretary and senior management are as follows:

    Additions   Disposals        
  Balance   Allocated Date Number     Balance at   Number   Allocation First
  at 1 July during of   of shares Date 30 June of price        release
Name 2005 the year    allocation sold sold 2006 shares (R) date
                   
Executive directors                  
KC Rumble Share options                
  37,410     5,900 7 Sep 05   2,951 507.00 18 Feb 04
        1,486 7 Sep 05   1,488 484.00 16 Aug 04
        1,498 7 Sep 05   2,822 594.25 21 Jan 05
        1,410 1 Nov 05   4,495 515.82 27 Aug 05
        1,410 16 Feb 06        
        2,950 20 Feb 06        
        11,000 23 Jun 06        
            11,756      
Share Appreciation Scheme                
  21,614 4,386 1 Dec 05       14,179 507.12 15 Sep 06
    5,422 11 May 06       7,435 509.97 13 May 07
              4,386 880.90 1 Dec 07
              5,422 1,195.35 11 May 08
            31,422      
            43,178      
                       
S Bessit Share options                
  7,472     1,485 8 Sep 05   2,971 579 25 Nov 04
        1,485 22 Dec 05   1,149 587 16 Feb 06
        382 28 Feb 06        
            4,120      
Share Appreciation Scheme                
  6,415 3,650 11 May 06       6,415 509.97 13 May 07
              3,650 1,195.35 11 May 08
            10,065      
            14,185      
                       
DH Brown Share options                
  20,249     6,608    31 Aug 05   2,365 507.00 18 Feb 04
        598 8 Sep 05   600 556.00 6 Jun 04
        1,424 8 Sep 05   1,427 484.10 16 Aug 04
        388 8 Sep 05   779 594.25 21 Jan 05
        409 8 Sep 05   820 381.00 5 May 05
        109 8 Sep 05   330 515.82 27 Aug 05
        1,132 21 Feb 06        
        2,363 21 Feb 06        
        100 21 Feb 06        
        388 21 Feb 06        
        409 11 May 06        
            6,321      
Share Appreciation Scheme                
  15,356 494 1 Dec 05       9,684 507.12 15 Sep 06
    3,198 1 May 06       5,672 509.97 13 May 07
              494 880.90 1 Dec 07
              3,198 1,195.35 11 May 08
            19,048      
25,369
                       
CE Markus Share options                
  17,481     4,718 2 Sep 05   2,059 507.00 18 Feb 04
        738 2 Sep 05   739 556.00 6 Jun 04
        1,366 2 Sep 05   1,369 484.10 16 Aug 04
        10 2 Sep 05   21 589.99 25 Nov 04
        374 2 Sep 05   750 594.25 21 Jan 05
        1,021 21 Feb 06   1,399 381.00 5 May 05
        2,056 21 Feb 06   389 515.82 27 Aug 05
        88 21 Feb 06        
        10 21 Feb 06        
        374 21 Feb 06        
            6,726      
Share Appreciation Scheme                
  11,147 3,007 11 May 06       5,922 507.12 15 Sep 06
              5,225 509.97 13 May 07
              3,007 1,195.35 11 May 08
            14,154      
            20,880      
                       
LJ Paton Share options                
  15,471     3,138 7 Sep 05   1,285 507.00 18 Feb 04
        478 7 Sep 05   481 556.00 6 Jun 04
        936 7 Sep 05   942 484.10 16 Aug 04
        211 7 Sep 05   422 594.25 21 Jan 05
        35 7 Sep 05   903 381.00 5 May 05
        301 17 Feb 06   107 515.82 27 Aug 05
        825 22 Feb 06   2,880 539.40 18 Sep 05
        1,284 22 Feb 06        
        72 22 Feb 06        
        211 22 Feb 06        
        960 22 Feb 06        
            7,020      
Share Appreciation Scheme                
  9,574 1,219 1 Dec 05       6,592 461.68 15 Sep 06
    2,124 11 May 06       2,982 509.97 13 May 07
              1,219 880.90 1 Dec 07
              2,124 1,195.35 11 May 08
            12,917      
            19,937      
                       
Secretary                  
R Mahadevey Share options                
  6,734     2,244 3 Apr 06   4,490 401.00 2 May 05
            4,490      
Share Appreciation Scheme                
  2,855 1,269 11 May 06       619 507.12 15 Sep 06
              2,236 509.97 13 May 07
              1,269 1,195.35 11 May 08
            4,124      
            8,614      
                       
Senior management                
  Share options                
  43,090     18,028 Various   282 344.00 11 Jan 03
              115 507.00 18 Feb 02
              5,220 507.00 18 Feb 04
              887 556.00 6 Jun 04
              2,865 484.10 16 Aug 04
              280 589.99 25 Nov 04
              1,738 594.25 21 Jan 05
              4,490 401.00 2 Apr 05
              2,398 381.00 5 May 05
              266 515.82 27 Aug 05
              974 587.00 16 Feb 06
              2,683 507.12 22 Apr 06
              285 536.37 22 Sep 06
              2,579 539.40 18 Sep 05
            25,062      
Share Appreciation Scheme                
  29,658 198 1 Dec 05       17,893 509.97 13 May 07
    5,821 11 May 06       11,765 509.97 1 Apr 07
              198 880.90 1 Dec 07
              5,821 1195.35 11 May 08
            35,677      
60,739
                       

No share options were granted to non-executive directors. Other benefits accruing to executive directors are set out below.

There were no contracts of significance during or at the end of the financial year in which the directors of the company were materially interested. No material change in the aforegoing interests has taken place between 30 June 2006 and the date of this report.

The gains on shares sold received through the share option scheme are as follows:

        Allocation Market Gains on
   Number of shares price price shares
Name Purchased Sold Total (R) (R) sold
            (R000)
             
Directors            
KC Rumble   5,900 5,900 507.00 690.31 1,082
    1,486 1,486 484.10 690.31 306
    1,498 1,498 515.82 690.31 261
    1,410 1,410 594.25 740.00 206
  550 860 1,410 594.25 997.28 347
  1,575 1,375 2,950 507.00 1,140.00 870
  11,000 11,000 281.00  
S Bessit   1,485 1,485 579.00 691.06 166
    1,485 1,485 579.00 930.00 521
    382 382 587.00 1,060.00 181
DH Brown   6,608 6,608 507.00 667.18 1,058
    598 598 556.00 691.00 81
    1,424 1,424 484.10 691.00 295
    388 388 594.25 691.00 38
    409 409 381.00 691.00 127
    109 109 515.82 691.00 19
  1,132   1,132 344.00  
    2,363 2,363 507.00 1,103.00 1,408
  100   100 507.00  
  388   388 594.25  
    409 409 381.00 1,408.63 420
CE Markus   4,718 4,718 507.00 684.54 838
    738 738 556.00 684.54 95
    1,366 1,366 484.10 684.54 274
    10 10 589.99 684.54 1
    374 374 594.25 684.54 34
    1,021 1,021 344.00 1,108.20 780
    2,056 2,056 507.00 1,108.20 1,236
    88 88 507.00 1,108.20 53
    10 10 589.99 1,108.20 5
    374 374 594.25 1,108.20 192
LJ Paton   3,138 3,138 507.00 687.63 567
    478 478 556.00 687.63 63
    936 936 484.10 687.63 191
    211 211 594.25 687.63 20
    35 35 515.82 687.63 6
    301 301 381.00 1,030.00 195
  825   825 344.00  
  1,284   1,284 507.00  
  72   72 507.00  
  211   211 594.25  
  960   960 539.40  
Secretary            
R Mahadevey   2,244 2,244 401.00 1,185.23 1,760
 
Senior management 1,782 3,075 4,857 344.00 948.15 1,858
1,110 3,961 5,071 507.00 896.68 1,544
498 58 556 556.00 690.00 8
320 1,172 1,492 484.10 841.31 419
  119 119 589.99 690.00 12
  1,070 1,070 594.25 1,017.61 453
934 42 976 381.00 690.00 13
  53 53 515.82 690.00 9
  119 119 589.99 1,079.00 58
  79 79 594.25 1,079.00 38
  2,244 2,244 401.00 1,185.23 1,760
  29 29 556.00 1,100.00 16
  42 42 381.00 1,100.00 30
859 334 1,193 507.12 1,100.00 198
    128 128 587.00 1,185.23 77

Directors’ fees

In terms of the Articles of Association, the fees for services as a director are determined by the company in general meeting. The fees to 30 June 2006 were approved at the annual general meeting on 19 October 2005. Fees for the services of a director are currently R157,500 per annum per director with an amount of R735,000 for the Chairman, which includes attendance at all board committee meetings. Directors fees for serving on board committees are set out below.

In order to ensure that directors’ fees keep pace with inflation and in line with increases granted elsewhere in the organisation, it is proposed that directors’ fees are increased as follows:

  1 July 2006 1 July 2005
  Member Chairman Member Chairman
         
   Board 166,000 1,100,000* 157,500 735,000*
   Audit Committee 83,000 198,000   78,750 189,000  
   SHE Committee 66,000 149,000   63,000 141,750  
   Nomination Committee 66,000 149,000   63,000 141,750  
   Remuneration Committee 66,000 149,000   63,000 141,750  
   Transformation Committee 66,000 149,000   –  
* includes attendance at all committee meetings.

These fees have been waived by the executive directors.

Executive directors’ benefits

A group-owned residential property is made available to Mr KC Rumble on a rent-free basis. Mr Rumble has an option to purchase the property at market value at any time while in the employ of the company.

In the event of corporate action giving rise to a loss of office, demotion or the blighting of any career (in the opinion of the Remuneration Committee) of an executive director, that executive director is entitled to a severance package of 24 months salary.

Administration

Special resolutions proposed

The following special resolutions will be proposed to the Implats general meeting on 12 October 2006:

Acquisition of company’s shares

A renewal of the authority to acquire up to 10% of the company’s shares subject to JSE rules and the Companies Act.

Issued capital

To sub divide the authorised and issued share capital from ordinary shares of 20 cents each by a factor of 8 to ordinary shares of 2.5 cents each.

  Current Sub-divided
Authorised 100,000,000 ordinary shares of 20 cents 800,000,000 ordinary shares of 2.5 cents each
Issued 67,180,543 ordinary shares of 20 cents 537,444,344 ordinary shares of 2.5 cents each

Special resolutions passed

During the year the following special resolutions were passed by Implats and its subsidiaries:

Implats

Share buy-back

Allowing the company and its subsidiaries to acquire shares in the company subject to the Companies Act 1973 and the Listing Requirements of the JSE Limited provided that the authority may not extend beyond 15 months from the date of the granting of the authority.

Amendment to the Articles of Association

An amendment to the company’s Articles of Association to regulate the appointment of an independent non-executive Chairman.

Financial, administrative and technical advisers

In terms of service agreement, Impala Platinum Limited acts as financial, administrative and technical advisors to the Implats group during the year on a fee basis. Messrs S Bessit, DH Brown, LJ Paton and KC Rumble and Ms CE Markus had an interest in this contract to the extent that they are directors of Impala and of the company, but they do not beneficially own any shares in Impala.

Secretaries

Mr R Mahadevey acted as Secretary to Implats and Impala, and Impala acted as Secretaries to other subsidiaries in the Implats group. The business and postal addresses of the Secretaries are set out under Contact details and administration.

London Secretaries

The business and postal addresses of the London Secretaries are set out under Contact details and administration.

Public Officer

Mr J van Deventer acted as public officer for the group for the year under review.

Impala Platinum Holdings Limited - Annual Report 2006