Aquarius Platinum Notice of AGM & Explanatory Memorandum

 
TIDMAQP 
 
Aquarius Platinum Limited 
 
                          EXEMPT COMPANY NO. EC26290 
 
                               ARBN 087 577 893 
 
 
 
 
 
 
 
 
 
                       Notice of Annual General Meeting 
 
                                      and 
 
                            Explanatory Memorandum 
 
Date of Meeting:         28 November 2014 
 
Time of Meeting:         9:00 am 
 
Place of Meeting:        Clarendon House 
                                            2 Church Street 
                                            Hamilton 
                                            BERMUDA 
 
       THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION 
 
This Notice of General Meeting and Explanatory Memorandum should be read in 
their entirety.  If Shareholders are in doubt as to how they should vote, they 
should seek advice from their accountant, solicitor or other professional 
adviser prior to voting. 
 
If you sell or have sold or otherwise transferred all your Shares you should 
send this document together with the accompanying documents at once to the 
purchaser or transferee or to the stockbroker, bank or other agent through whom 
the sale or transfer was effected, for onward transmission to the purchaser or 
transferee. If you sell or have sold only part of your holding of Shares, you 
should retain this document and the accompanying documents and consult the 
bank, stockbroker or other agent through whom the sale or transfer was 
effected. 
 
 
 
 
      :  Your 2014 Annual Report is available at www.aquariusplatinum.com 
 
 
 
                           AQUARIUS PLATINUM LIMITED 
                          Exempt Company NO. EC26290 
                               ARBN 087 577 893 
 
                       NOTICE OF ANNUAL GENERAL MEETING 
 
Notice is hereby given that an annual general meeting of shareholders of 
Aquarius Platinum Limited will be held at 9:00 am on 28 November 2014 at 
Clarendon House, 2 Church Street, Hamilton, Bermuda. 
 
The Explanatory Memorandum which accompanies and forms part of this Notice of 
Annual General Meeting describes the various matters to be considered and 
contains a glossary of defined terms for terms that are not defined in full in 
this Notice of Annual General Meeting. 
 
The Directors believe that the resolutions set out in this Notice of Annual 
General Meeting are in the best interests of the Company and its shareholders 
as a whole and recommend that shareholders vote in favour of all of the 
resolutions to be proposed at the Annual General Meeting. The Directors who own 
Shares intend to vote in favour of the resolutions to be proposed at the Annual 
General Meeting. 
 
Agenda 
 
Appointment of Chairman of the Meeting 
 
Confirmation of the Notice and Quorum 
 
Accounts for the Period Ended 30 June 2014 
 
To receive the financial statements, directors' report, including the 
Remuneration Report, and auditor's report for the Company and its controlled 
entities for the period ended 30 June 2014. 
 
Resolution 1 - Ratification of appointment and re-election of Sir Nigel Rudd 
 
To consider and, if thought fit, to pass, with or without amendment, the 
following resolution as an ordinary resolution: 
 
"That Sir Nigel Rudd, who was appointed a Director of the Company to fill a 
casual vacancy on 1 November 2014, retires in accordance with ASX Listing Rule 
14.4 and, being eligible, offers himself for re-election, be re-elected as a 
Director." 
 
Resolution 2 - Re-election of Mr Timothy Freshwater 
 
To consider and, if thought fit, to pass, with or without amendment, the 
following resolution as an ordinary resolution: 
 
"That Mr Timothy Freshwater, who retires by rotation in accordance with the 
Company's Bye-laws and, being eligible, offers himself for re-election, be 
re-elected as a Director." 
 
Resolution 3 - Re-election of Mr Zwelakhe Mankazana 
 
To consider and, if thought fit, to pass, with or without amendment, the 
following resolution as an ordinary resolution: 
 
"That Mr Zwelakhe Mankazana, who retires by rotation in accordance with the 
Company's Bye-laws and, being eligible, offers himself for re-election, be 
re-elected as a Director." 
 
Resolution 4 - Re-election of Mr Edward Haslam 
 
To consider and, if thought fit, to pass, with or without amendment, the 
following resolution as an ordinary resolution: 
 
"That Mr Edward Haslam, who has served the Company for longer than nine years 
and retires in compliance with section B.7.1 of the UK Corporate Governance 
Code and, being eligible, offers himself for re-election, be re-elected as a 
Director." 
 
Resolution 5 - Re-election of Mr David Dix 
 
To consider and, if thought fit, to pass, with or without amendment, the 
following resolution as an ordinary resolution: 
 
"That Mr David Dix, who has served the Company for longer than nine years and 
retires in compliance with section B.7.1 of the UK Corporate Governance Code 
and, being eligible, offers himself for re-election, be re-elected as a 
Director." 
 
Resolution 6 - Re-election of Mr Nicholas Sibley 
 
To consider and, if thought fit, to pass, with or without amendment, the 
following resolution as an ordinary resolution: 
 
"That Mr Nicholas Sibley, who has served the Company for longer than nine years 
and retires in compliance with section B.7.1 of the UK Corporate Governance 
Code and, being eligible, offers himself for re-election, be re-elected as a 
Director." 
 
Resolution 7 - Buy back authorisation 
 
To consider and, if thought fit, to pass, with or without amendment, the 
following resolution as a special resolution: 
 
"That, subject to the Company complying with the requirements of the Companies 
Act, the Company be generally and unconditionally authorised to make market 
purchases of Shares on such terms and in such manner as the Directors may 
determine, provided that: 
 
the maximum number of Shares that may be purchased pursuant to this authority 
is 71,975,751  Shares (or a nominal amount of $3,598,788), representing 5% of 
the issued capital of the Company (exclusive of Shares held in treasury by the 
Company) as at 31 October 2014; 
 
the minimum price which may be paid for any Share purchased pursuant to this 
authority is $0.05; 
 
the maximum price which may be paid for any Share purchased pursuant to this 
authority shall not be more than the higher of (i) an amount equal to 105% of 
the average of the middle market prices shown in the quotations for the Shares 
in the London Stock Exchange Daily Official List for the five business days 
immediately preceding the day on which that Share is contracted to be purchased 
and (ii) the amount stipulated by Article 5(1) of the Buy-back and 
Stabilisation Regulation 2003; and 
 
the authority shall expire at the conclusion of the Company's next annual 
general meeting after the passing of this Resolution unless renewed, varied or 
revoked before that time, but the Company may make a contract or contracts to 
purchase Shares under this authority before its expiry which will or may be 
executed wholly or partly after the expiry of this authority, and may make a 
purchase of Shares in pursuance of any such contract." 
 
Resolution 8 - Disapplication of pre-emptive rights 
 
To consider and, if thought fit, to pass, with or without amendment, the 
following resolution as a special resolution: 
 
"That, in accordance with Bye-law 51.2A(f) the Directors be given power to 
allot Equity Securities (including, for the avoidance of doubt, any Common 
Shares held as treasury shares immediately before their sale) for cash pursuant 
to the authority conferred on them by Bye-law 51.2 as if Bye-law 51.2A(a) did 
not apply to any such allotment provided that: 
 
this power shall be limited to the allotment of Equity Securities up to a 
maximum amount of 71,975,751 Shares (or a nominal amount of $3,598,788); and 
 
this power shall expire on the conclusion of the Company's next annual general 
meeting or, if earlier, close of business on 28 February 2016, however the 
Company may, before the expiry of this power, make offers or agreements which 
would or might require Equity Securities to be issued after such expiry and, 
notwithstanding such expiry, the Directors may issue Equity Securities in 
pursuance of such offers or agreements as if this power had not expired." 
 
Resolution 9 - Approval of Issue of Shares to Sir Nigel Rudd under the Director 
and Employee Share Plan 
 
To consider and, if thought fit, to pass, with or without amendment, the 
following resolution as an ordinary resolution: 
 
"That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, 
approval is given for the Directors to issue Shares to Sir Nigel Rudd or his 
nominee, on the terms summarised in the Explanatory Memorandum pursuant to, and 
in accordance with the terms of, the Director and Employee Share Plan." 
 
Voting exclusion: The Company will disregard any votes cast on this Resolution 
by a Director of the Company (except one who is ineligible to participate in 
any employee incentive scheme in relation to the Company) and any associate of 
those persons.  However, the Company will not disregard a vote if: 
 
it is cast by a person as proxy for a person who is entitled to vote in 
accordance with the directions on the proxy form; or 
 
it is cast by the Chair of the Meeting as a proxy for a person who is entitled 
to vote in accordance with the directions on the proxy form to vote as the 
proxy decides. 
 
Resolution 10 - Approval of Restricted Share Scheme 
 
To consider and, if thought fit, to pass, with or without amendment, the 
following resolution as an ordinary resolution: 
 
 "That, for the purposes of UK Listing Rule 9.4.1, Exception 9 of ASX Listing 
Rule 7.2 and for all other purposes, approval is given to implement and 
maintain the Company's "Restricted Share Scheme", a summary of which is 
contained in Annexure A to the Explanatory Memorandum and which is produced to 
this Meeting, and for the grant of Awards and issue of Shares upon the vesting 
or exercise of those Awards from time to time upon the terms and conditions 
specified in the Rules of the Restricted Share Scheme, and the Directors are 
authorised to make such modifications to the Scheme as they may consider 
necessary to take account of the requirements of the Financial Conduct 
Authority and best practice and to adopt the Restricted Share Scheme as so 
modified and do all acts and things necessary to operate it." 
 
Voting exclusion: The Company will disregard any votes cast on this Resolution 
by a Director of the Company (except one who is ineligible to participate in 
any employee incentive scheme in relation to the Company) and any associate of 
those persons.  However, the Company will not disregard a vote if: 
 
it is cast by a person as proxy for a person who is entitled to vote in 
accordance with the directions on the proxy form; or 
 
it is cast by the Chair of the Meeting as a proxy for a person who is entitled 
to vote in accordance with the directions on the proxy form to vote as the 
proxy decides. 
 
Resolution 11 - Increase of Authorised Share Capital under Bermuda Law 
 
To consider and, if thought fit, to pass, with or without amendment, the 
following resolution as an ordinary resolution: 
 
"That, for the purposes of section 45 of the Bermuda Companies Act 1981 and for 
all other purposes, approval is given for the increase of the authorised 
capital of the Company from $79,500,000 (divided into 1,590,000,000 Shares of 
par value $0.05 each) to $129,500,000 (divided into 2,590,000,000   Shares of 
par value $0.05 each) by the creation of an additional 1,000,000,000 Shares of 
par value $0.05 each ranking pari passu with the existing Shares". 
 
Resolution 12 - Amendments to Bye-laws 
 
To consider, and if through fit, to pass, with or without amendment, the 
following resolution as an ordinary resolution: 
 
"That, in accordance with Bye-law 96 of the Company's Bye-laws and for all 
other purposes, the amended Bye-laws tabled at this Meeting and, for the 
purpose of identification, signed by the Chairman, be and are hereby approved 
and adopted as the bye-laws of the Company in substitution for and to the 
exclusion of all the existing bye-laws thereof with immediate effect." 
 
Resolution 13  - Re-appointment of Auditor 
 
To consider and, if thought fit, to pass, with or without amendment, the 
following resolution as an ordinary resolution: 
 
"That, Messrs Ernst & Young of Perth, Western Australia, be and are hereby 
appointed as Auditors of the Company until the conclusion of the next annual 
general meeting at a fee to be agreed by the Directors." 
 
 
 
 
 
 
 
 
 
By Order of the Board 
 
Willi Boehm 
 
Company Secretary 
 
DATED: 31 October2014 
 
 
 
 
 
                   PROXY AND VOTING ENTITLEMENT INSTRUCTIONS 
 
 
 
PROXY INSTRUCTIONS 
 
Shareholders are entitled to appoint one or more persons (including a body 
corporate) to act as proxies to attend and vote on their behalf.  Where more 
than one proxy is appointed each proxy may be appointed to represent a specific 
proportion of the Shareholder's voting rights.    If a body corporate is 
appointed as proxy, the body corporate may appoint an individual as a 
representative to exercise its powers at the Meeting. 
 
If you wish to appoint a person other than the Chairman of the Meeting, please 
insert the name of your chosen proxy holder in the space provided in the proxy 
form. If the proxy is being appointed in relation to less than your full voting 
entitlement, please enter in the space provided in the proxy form the number of 
shares in relation to which they are authorised to act as your proxy. 
 
The proxy form (and the power of attorney or other authority, if any, under 
which the proxy form is signed) or a copy or facsimile which appears on its 
face to be an authentic copy of the proxy form (and the power of attorney or 
other authority) must be deposited at or sent by facsimile transmission to one 
of the following locations, not less than 48 hours before the time for holding 
the Meeting, or adjourned Meeting as the case may be, at which the person named 
in the proxy form proposes to vote. 
 
Aquarius Platinum Corporate Services Pty                      OR Codan Services 
Ltd 
                                                                 Clarendon 
PO Box 485                                                       House 
 
SOUTH PERTH WA  6951                                             2 Church Street 
 
AUSTRALIA                                                        Hamilton HM CX 
 
                                                                 BERMUDA 
 
 
 
Facsimile (618) 9367 5233                                        Facsimile (441) 
                                                                 292 4720 
 
 
 
 
Full details of the Resolutions to be considered at the Meeting, with 
explanatory notes, are set out in the notice of the Meeting, which this proxy 
form is enclosed with. 
 
The proxy form must be signed by the Shareholder or his/her attorney duly 
authorised in writing or, if the Shareholder is a corporation in a manner 
permitted by the Company's Bye-laws and the Companies Act. 
 
The appointment of a proxy will not prevent a Shareholder from subsequently 
attending and voting at the meeting in person. 
 
The proxy may, but need not, be a Shareholder of the Company. 
 
In the case of Shares jointly held by two or more persons, all joint holders 
must sign the proxy form. 
 
A proxy form is attached to this Notice. 
 
VOTING ENTITLEMENT 
 
For the purposes of determining voting entitlements at the Meeting, Shares will 
be taken to be held by the persons who are registered as holding the Shares at 
7pm (AEDST) on Wednesday, 26 November 2014. Accordingly, transactions 
registered after that time will be disregarded in determining entitlements to 
attend and vote at the Meeting. 
 
The total number of issued Shares in the Company on the date of this Notice is 
1,465,473,903 Shares, with 25,958,887 Shares held in treasury. All Shares 
except those held in treasury carry one vote each on a poll. Therefore, the 
total number of votes exercisable as at the date of this Notice is 
1,439,515,016. 
 
 
 
 
 
I/ 
We 
_______________________________________________________________________________________________________________ 
 
 
 
Of 
_______________________________________________________________________________________________________________ 
 
 
 
being a shareholder/(s) of Aquarius Platinum Limited ("Company") and entitled 
to ___________________________________ shares in the Company 
 
 
 
hereby appoint 
_____________________________________________________________________________________________________________ 
 
 
 
of 
________________________________________________________________________________________________________________ 
 
 
 
or failing him/her 
___________________________________________________________________________________________________________ 
 
of_______________________________________________________________________________________________________________________ 
 
or failing him/her the chairman of the annual general meeting, being a 
representative of Conyers, Dill and Pearman Limited, the Company's Bermuda 
counsel (and not the chairman of the Company) as my/our proxy to vote for me/us 
and on my/our behalf at the annual general meeting of the Company to be held at 
Clarendon House, 2 Church Street, Hamilton, Bermuda at  9:00 am on Friday, 28 
November  2014 and at any adjournment thereof in respect of 
___________________________ of my/our shares or, failing any number being 
specified, ALL of my/our shares in the Company. 
 
 
 
If more than one proxy is appointed, the proportion of voting rights this proxy 
is authorised to exercise is [       ]%.  (An additional proxy form will be 
supplied by the Company on request.) 
 
In relation to undirected proxies, the Chairman intends to vote in favour of 
each Resolution.  If you wish to indicate how your proxy is to vote, please 
tick the appropriate places below.  In the absence of instructions, the proxy 
may vote or abstain from voting the shares with respect to which he or she has 
been appointed as he or she thinks fit on both: 
 
the resolutions specified below; and 
 
unless instructed otherwise, on any other business  which may come before the 
annual general meeting. 
 
I/we direct my/our proxy to vote as indicated: 
 
Resolution                                                  For Against Abstain 
 
Ratification of appointment and re-election of Sir Nigel    GBP   GBP       GBP 
Rudd 
 
Re-election of Mr Timothy Freshwater                        GBP   GBP       GBP 
 
Re-election of Mr Zwelakhe Mankazana                        GBP   GBP       GBP 
 
Re-election of Mr Edward Haslam                             GBP   GBP       GBP 
 
Re-election of Mr David Dix                                 GBP   GBP       GBP 
 
Re-election of Mr Nicholas Sibley                           GBP   GBP       GBP 
 
Buy back Authorisation                                      GBP   GBP       GBP 
 
Disapplication of pre-emptive rights                        GBP   GBP       GBP 
 
Approval of Issue of Shares to Sir Nigel Rudd under         GBP   GBP       GBP 
Director and Employee Share Plan 
 
Approval of Restricted Share Scheme                         GBP   GBP       GBP 
 
Increase of Authorised Share Capital under Bermuda Law      GBP   GBP       GBP 
 
Amendments to Bye-laws                                      GBP   GBP       GBP 
 
Re-appointment of Auditor                                   GBP   GBP       GBP 
 
 
 
 
The "Abstain" option is to allow you to instruct your proxy or proxies to 
abstain from voting on any of the specified resolutions.  Please note that an 
abstention has no legal effect and will not be counted in the votes "For" or 
"Against" a Resolution. 
 
 
 
Any alterations to this proxy form should be initialled. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As witness my/our hand/s this                                                                                   day of                                       2014 
 
 
 
 
If a natural person: 
 
 
 
 
 
______________________ 
 
 
 
SIGNED by                                                                                                       )                                            in the presence of: 
 
                                                                                                                ) 
 
 
 
______________________                                                                                          ______________________                       ___________________________ 
 
Name (Printed)                                                                                                  Witness                                      Name (Printed) 
 
 
 
If a company: 
 
EXECUTED by                                                                                                     )                                            ______________________                  ____________________________ 
 
in accordance with its                                                                                          )                                            Director                                Director/Secretary 
 
constitution                                                                                                    ) 
 
                                                                                                                ______________________                       _____________________________ 
 
                                                                                                                Name (Printed)                               Name (Printed) 
 
 
 
If by power of attorney: 
 
SIGNED for and on behalf of ________________________                                                                         )                               _______________________________________ 
 
                                                                                                                             )                               Signature of Attorney 
 
by ___________________________________________                                                                               ) 
 
                                                                                                                             ) 
 
under a Power of Attorney dated                                                                                 _______________________________________ 
and who     ) 
 
declares that he/us has not received any revocation of such Power  )                                           Signature of Witness 
 
of Attorney in the presence of: 
 
 
 
 
 
 
 
 
 
 
                           AQUARIUS PLATINUM LIMITED 
 
                          Exempt Company NO. EC26290 
                               ARBN 087 577 893 
 
                            Explanatory Memorandum 
 
This Explanatory Memorandum has been prepared for the information of 
Shareholders in connection with the business to be conducted at the Annual 
General Meeting of the Company to be held at Clarendon House, 2 Church Street, 
Hamilton, Bermuda at 9:00 am on Friday, 28 November 2014. 
 
This Explanatory Memorandum should be read in conjunction with, and forms part 
of, the accompanying Notice of Annual General Meeting.  A glossary of terms is 
included at the end of this Explanatory Memorandum. 
 
Full details of the Resolutions to be considered at the Meeting are set out 
below. 
 
Resolution 1 - Ratification of appointment and re-election of Sir Nigel Rudd as 
a Director 
 
It is a requirement under the ASX Listing Rules that Sir Nigel Rudd, who was 
appointed a Director of the Company to fill a casual vacancy with effect from 1 
November 2014, retire at the Annual General Meeting.  Sir Nigel Rudd has 
offered himself for re-election as a Director. 
 
In accordance with section B.7.2 of the UK Corporate Governance Code, the 
performance of Sir Nigel Rudd has been evaluated, and the Board remains 
satisfied that his performance continues to be effective and demonstrates 
commitment to the role and, as such, the Board recommends Shareholders vote in 
favour of the proposed reappointment. 
 
Sir Nigel Rudd was appointed to the Aquarius Board on 1 November 2014. Sir 
Nigel is a Fellow of the Institute of Chartered Accountants. In 1982 he founded 
Williams PLC and the company went on to become one of the largest industrial 
holding companies in the United Kingdom until its demerger in November 2000, 
creating Chubb plc and Kidde plc.  He was the non-executive Chairman of Kidde 
plc until December 2003. 
 
Sir Nigel is chairman of Heathrow Airport Holdings Limited and BBA Aviation 
plc. He is also a non-executive director of Sappi Limited. In February 2011 he 
became Chairman of a new GBP2.5 billion Business Growth Fund set up to invest in 
and partner hundreds of UK companies that need long term capital to achieve 
growth. 
 
Previously, he was chairman of Pilkington plc from August 1994 to June 2006; 
Alliance Boots plc from December 1999 to June 2007; Pendragon plc from October 
1989 to October 2010; Invensys plc from July 2009 to January 2014; and 
non-executive director and latterly deputy chairman of Barclays Bank plc and 
Barclays PLC from 1996 until April 2009. 
 
Sir Nigel was knighted by the Queen in 1996 for services to manufacturing 
industry. He became Chancellor of Loughborough University in July 2010. He 
holds honorary doctorates at both Loughborough and Derby Universities. 
 
The Board, excluding Sir Nigel Rudd, unanimously supports the re-election of 
Sir Nigel Rudd and recommends that Shareholders vote in favour of Resolution 
1.  The Chairman intends to vote all available proxies in favour of Resolution 
1. 
 
Resolution 2 - Re-election of Mr Timothy Freshwater as a Director 
 
It is a requirement under the Company's Bye-laws that Mr Freshwater retire by 
rotation. Mr Freshwater, being eligible, has offered himself for re-election as 
a Director. 
 
In accordance with section B.7.2 of the UK Corporate Governance Code, the 
performance of Mr Freshwater has been evaluated, and the Board remains 
satisfied that his performance continues to be effective and demonstrates 
commitment to the role and, as such, the Board recommends Shareholders vote in 
favour of the proposed reappointment. 
 
Mr Freshwater is a solicitor in the UK and Hong Kong and has been involved in 
Asian markets for over 40 years.  He is the director of a number of companies, 
including Swire Pacific Limited, Cosco Pacific Limited, Savills PLC, and Hong 
Kong Exchanges and Clearing Limited.  Mr Freshwater was appointed to the 
Aquarius Board in August 2006.  He is a Senior Independent Director of the 
Company and a member of the Audit/Risk and Nomination Committees of the Group. 
 
The Board, excluding Mr Freshwater, unanimously supports the re-election of Mr 
Freshwater and recommends that Shareholders vote in favour of Resolution 2. 
The Chairman intends to vote all available proxies in favour of Resolution 2. 
 
Resolution 3 - Re-election of Zwelakhe Mankazana as a Director 
 
It is a requirement under the Company's Bye-laws that Mr Mankazana retire by 
rotation. Mr Mankazana, being eligible, has offered himself for re-election as 
a Director. 
 
In accordance with section B.7.2 of the UK Corporate Governance Code, the 
performance of Mr Mankazana has been evaluated, and the Board remains satisfied 
that his performance continues to be effective and demonstrates commitment to 
the role and, as such, the Board recommends Shareholders vote in favour of the 
proposed reappointment. 
 
Mr Mankazana is an Executive Director of Savannah Resources (Pty) Ltd, one of 
Aquarius' BEE partners. Mr Mankazana holds an MSc in Economics from the Patrice 
Lumumba University of Friendship. In addition to his interests in mining, Mr 
Mankazana is a founder of South African mobile operator Cell C and serves on 
the boards of its holding companies. He participates in community work through 
his involvement with several development and education trusts. Mr Mankazana 
joined the Board of Aquarius Platinum (South Africa) (Pty) Ltd in February 
2005. He was appointed to the Aquarius Board in November 2008 and is a member 
of the Remuneration Committee of the Group. 
 
The Board, excluding Mr Mankazana, unanimously supports the re-election of Mr 
Mankazana and recommends that Shareholders vote in favour of Resolution 3.  The 
Chairman intends to vote all available proxies in favour of Resolution 3. 
 
Resolution 4 - Re-election of Mr Edward Haslam as a Director 
 
Section B.7.1 of the UK Corporate Governance Code provides that non-executive 
directors who have served longer than nine years should be subject to annual 
re-election. As Mr Haslam has been a Director for longer than nine years, he 
has offered himself for re-election as a Director. 
 
In accordance with section B.7.2 of the UK Corporate Governance Code, the 
performance of Mr Haslam has been evaluated, and the Board remains satisfied 
that his performance continues to be effective and demonstrates commitment to 
the role and, as such, the Board recommends Shareholders vote in favour of the 
proposed reappointment. 
 
Mr Haslam joined Lonmin plc in 1981 and was appointed a director of Lonmin plc 
in 1999 and Chief Executive Officer in November 2000.  He retired from Lonmin 
plc in April 2004.  Mr Haslam is a Director of the Finnish nickel mining 
company Talvivaara Mining Company Plc, which completed its listing on the LSE 
in June 2007.  In March 2011, he was appointed Senior Independent Director of 
London and Toronto listed gold miner Centamin Egypt Limited.  Mr Haslam was 
appointed to the Aquarius Board in May 2004 and is Chairman of the Remuneration 
Committee and a member of the Audit/Risk and Nomination Committees of the 
Group. 
 
The Board, excluding Mr Haslam, unanimously supports the re-election of Mr 
Haslam and recommends that Shareholders vote in favour of Resolution 4.  The 
Chairman intends to vote all available proxies in favour of Resolution 4. 
 
Resolution 5 - Re-election of Mr David Dix as a Director 
 
Section B.7.1 of the UK Corporate Governance Code provides that non-executive 
directors who have served longer than nine years should be subject to annual 
re-election.  As Mr Dix has been a Director for longer than nine years, he has 
offered himself for re-election as a Director. 
 
In accordance with section B.7.2 of the UK Corporate Governance Code, the 
performance of Mr Dix has been evaluated, and the Board remains satisfied that 
his performance continues to be effective and demonstrates commitment to the 
role and, as such, the Board recommends Shareholders vote in favour of the 
proposed reappointment. 
 
Mr Dix's background is in economics, law and taxation and he is a Barrister and 
Solicitor in the High Court of Australia. He has held various positions with 
Shell Australia Limited and worked for 16 years in Corporate Advisory at both 
Macquarie Bank Limited and UBS AG specialising in the mining industry, 
including Head of Resources for Asia Pacific and in London as Head of Mining. 
Mr Dix is Non-Executive Chairman of Troy Resources NL.  Mr Dix was appointed to 
the Aquarius Board in March 2004.  He is Chairman of the Audit/Risk Committee 
and a member of the Remuneration Committee.  He brings to Aquarius a wealth of 
experience gained in the international business and resources communities. 
 
The Board, excluding Mr Dix, unanimously supports the re-election of Mr Dix and 
recommends that Shareholders vote in favour of Resolution 5.  The Chairman 
intends to vote all available proxies in favour of Resolution 5. 
 
Resolution 6 - Re-election of Mr Nicholas Sibley as a Director 
 
Section B.7.1 of the UK Corporate Governance Code provides that non-executive 
directors who have served longer than nine years should be subject to annual 
re-election. As Mr Sibley has been a Director for longer than nine years, he 
has offered himself for re-election as a Director. 
 
In accordance with section B.7.2 of the UK Corporate Governance Code, the 
performance of Mr Sibley has been evaluated, and the Board remains satisfied 
that his performance continues to be effective and demonstrates commitment to 
the role and, as such, the Board recommends Shareholders vote in favour of the 
proposed reappointment. 
 
Mr Sibley is a Fellow of the Institute of Chartered Accountants in England and 
Wales, a director of Richland Resources Ltd, Wah Kwong Maritime Transport 
Holdings Ltd and a quoted investment company.  He was formerly Deputy Chairman 
of Wheelock Capital from 1994 to 1997, as well as Executive Chairman of 
Barclays de Zoete Wedd (Asia Pacific) Limited from 1989 to 1993.  Mr Sibley is 
a former director of Barclays de Zoete Wedd Holdings Ltd.  Mr Sibley was 
appointed to the Aquarius Board in October 1999 and assumed the Chairmanship in 
July 2002.  Mr Sibley is a member of the Audit/Risk and Remuneration Committees 
of the Group. 
 
As announced on 24 September 2014, Mr Sibley has advised the Board that he will 
be stepping down from the Board on 28 February 2015.  Accordingly, 
notwithstanding the passing of Resolution 6, Mr Sibley would only hold office 
until 28 February 2015, following which Sir Nigel Rudd will replace Mr Sibley 
as Chairman of the Board. 
 
The Board, excluding Mr Sibley, unanimously supports the re-election of Mr 
Sibley and recommends that Shareholders vote in favour of Resolution 6.  The 
Chairman intends to vote all available proxies in favour of Resolution 6. 
 
Resolution 7 - Buy back authorisation 
 
The Company seeks Shareholder approval to empower the Directors to purchase 
Shares, being shares in the capital of the Company, in the market representing 
up to 5% of the Company's issued capital, exclusive of Shares held in treasury 
by the Company.  The issued capital of the Company, as at 31 October 2014, was 
1,465,473,903 Shares, with 25,958,887 Shares held as treasury shares. 
Therefore, the maximum number of Shares which may be purchased under the 
authority will be 71,975,751 Shares.  The minimum and maximum prices at which 
Shares may be purchased are set out in the Resolution. 
 
The authority will only be exercised if the Directors are satisfied that any 
purchase can be expected to increase the earnings per Share after the purchase 
and accordingly, that the purchase is in the best interests of the Company. 
The Directors will also give careful consideration to gearing levels of the 
Company and its general financial position.  The purchase would be settled out 
of funds available for distribution. 
 
Resolution 7 will be proposed as a special resolution.  A special resolution is 
a resolution that must be passed by a majority of not less than 75% of all 
votes cast by Shareholders entitled to vote on the resolution. 
 
If Resolution 7 is approved by Shareholders and the Directors exercise the 
authority conferred by the Resolution, they may consider holding those Shares 
as treasury shares (in accordance with the Bye-laws) or alternatively, 
cancelling them.  Once held as treasury shares, the Company is not entitled to 
exercise any rights, including the right to attend and vote at meetings in 
respect of such Shares.  Further, no dividend or other distribution of the 
Company's assets may be made to the Company in respect of Shares held as the 
treasury shares. 
 
The authority will expire at the conclusion of the Company's next annual 
general meeting.  The Company intends to renew this authority annually at each 
annual general meeting. 
 
The Directors unanimouslyrecommend that Shareholders vote in favourof 
Resolution 7.  The Chairman intends to vote all available proxies in favour of 
Resolution 7. 
 
Resolution 8 - Disapplication of pre-emptive rights 
 
This Resolution seeks Shareholder approval to authorise the Directors to allot 
Equity Securities for cash without first being required to offer such Equity 
Securities to existing Shareholders (in accordance with the pre-emptive rights 
provisions included in Bye-law 51.2A). 
 
The Bye-laws were amended in 2011 to include Bye-law 51.2A, which provides that 
the Company must not allot Equity Securities for cash to any person without 
first offering them to existing Shareholders in proportion to their existing 
holdings.  Resolution 8 authorises the Directors to allot a certain amount of 
Equity Securities for cash without following the pre-emptive rights 
provisions. 
 
Resolution 8 will be proposed as a special resolution.  A special resolution is 
a resolution that must be passed by a majority of not less than 75% of all 
votes cast by Shareholders entitled to vote on the resolution. 
 
This authority is being limited to 71,975,751 Shares (or a maximum nominal 
amount of $3,598,788, which is equivalent to 5% of the issued Shares of the 
Company as at 31 October 2014 (exclusive of Shares held in treasury by the 
Company) in each case without the Shares first being offered to existing 
Shareholders in proportion to their existing holdings.  This is in line with 
corporate governance guidelines. 
 
If approved, the Directors will be authorised to issue up to 71,975,751 Shares, 
without first offering them to shareholders of the Company on a pro rata 
basis.  This authority will continue until the conclusion of the Company's next 
annual general meeting or 28 February 2016, whichever is the earlier. 
 
The Directors do not currently intend to exercise this authority.  However, the 
Directors consider the authority is appropriate in order to retain maximum 
flexibility to take advantage of business opportunities as they arise. 
 
The Directors unanimously recommend that Shareholders vote in favourof 
Resolution 8.  The Chairman intends to vote all available proxies in favour of 
Resolution 8. 
 
Resolution 9 - Approval of Issue of Shares to Sir Nigel Rudd under the Director 
and Employee Share Plan 
 
Background 
 
The Board has agreed with Sir Nigel Rudd that, subject to Shareholder and 
regulatory approvals, Sir Nigel Rudd would receive 100% of the director's fees 
that he is entitled to receive for the period from his appointment as a 
Director on 1 November 2014 until 31 December 2016 in Shares (under the terms 
of the Director and Employee Share Plan) instead of cash. 
 
Shareholder approval was obtained at last year's annual general meeting for all 
of the non-executive directors at the time to receive 25% of their directors' 
fees in Shares in lieu of cash. 
 
ASX Listing Rules 
 
Under the ASX Listing Rules, an offer or issue of securities to a related party 
(such as a director) generally requires shareholder approval.  ASX Listing Rule 
10.14 provides that an entity must only allow directors or their associates to 
acquire securities under an employee incentive scheme with the approval of 
shareholders and provided the notice of meeting complies with ASX Listing Rules 
10.15 or 10.15A. 
 
Proposed Share issue to Sir Nigel Rudd 
 
Resolution 9 seeks Shareholder approval to issue Shares to Sir Nigel Rudd under 
the Director and Employee Share Plan, in lieu of payment of 100% of the 
directors' fees that will accrue to him over the period from 1 November 2014 to 
31 December 2016.  The Shares will be issued on a quarterly basis for services 
that have been provided to the Company during the previous quarter (payment in 
arrears).  The number of Shares Sir Nigel Rudd is to receive is to be 
calculated by dividing 100% of the directors' fees accruing to him for the 
preceding calendar quarter by the simple average of the Company's Share price 
over that same quarter. 
 
The director's fees to which Sir Nigel Rudd is entitled for the period from 1 
November 2014 until 31 December 2016 are as follows: 
 
for the period from 1 November 2014 to 28 February 2015, in his capacity as 
non-executive director of Aquarius, $30,000, being a pro rata entitlement of 
annual non-executive directors' fees of $90,000; and 
 
for the period from 1 March 2015 onwards, in his capacity as non-executive 
chairman of Aquarius,  annual fees of $198,000. 
 
The  fees referred to above are exclusive of any fees payable to Sir Nigel Rudd 
due to his membership of any committees of the Company (i.e. the Company's 
audit committee, nomination committee and remuneration committee), as the 
membership and remuneration of these committees fluctuates. 
 
The Company has obtained an ASX waiver from compliance with ASX Listing Rule 
10.15A.2, which allows the Company to not include in this Notice that maximum 
number of Shares that will be granted to Sir Nigel Rudd in respect of the 
period from 1 November 2014 to 31 December 2016, on the basis that the Notice 
sets out the method by which the number of Shares will be calculated in respect 
of the Shares to be issued each quarter, as specified above. 
 
The Shares issued in lieu of Directors' fees will be issued on the following 
dates, being the same dates that Shares are issued to the other non-executive 
directors in accordance with the Shareholder approval obtained at the Company's 
2013 Annual General Meeting.  Shareholder approval is only being obtained to 
issue Shares for the period until 31 December 2016, to align the share issues 
to Sir Nigel Rudd with the share issues to the other non-executive directors: 
 
1 January 2015        1 October 2015        1 July 2016 
 
1 April 2015          1 January 2016        1 October 2016 
 
1 July 2015           1 April 2016          28 November 2016* 
 
 
*As the shareholder approval for the issue of Shares to the non-executive 
directors obtained at the 2013 AGM lasts for only 3 years after the date of the 
approval, the last tranche of Shares to be issued to the non-executive 
directors for the calendar quarter from 1 October 2016 to 31 December 2016 will 
be issued on 28 November 2016, as disclosed in the 2013 meeting materials. 
 
                     If Shareholder approval is not obtained, Sir Nigel Rudd's 
directors' fees will be paid in cash. 
 
Information required under ASX Listing Rule 10.15A 
 
For the purposes of ASX Listing Rule 10.15A, the following information is 
provided to Shareholders: 
 
The Shares will be issued to Non-Executive Director, Sir Nigel Rudd or his 
nominee. 
 
The number of Shares to be issued to Sir Nigel Rudd for a preceding quarter 
will be calculated by dividing 100% of the Directors' fees that accrue by the 
simple average of the Company's Share price for that quarter. 
 
An example of the calculation of the number of Shares to be issued to a 
Non-Executive Director is as follows: 
 
Annual non-executive directors' fees: $90,000 
 
Director's fees for a calendar quarter: $90,000 / 4 = $22,500 
 
Amount to be paid in Shares: 100% 
 
Hypothetical simple average of Share price over preceding calendar quarter: 
$0.35 
 
Number of Shares issued for the preceding calendar quarter: $22,500/ $0.35 = 
64,285.71  64,285* 
 
* The number of Shares to be issued will be rounded down to the nearest whole 
number. 
 
The Shares will be issued to Sir Nigel Rudd (or his nominee) on a quarterly 
basis no later than 36 months after the date of the Annual General Meeting. 
 
The Shares will be issued in lieu of 100% of the Directors' fees that Sir Nigel 
Rudd is entitled to be paid and, accordingly, no funds will be raised.  The 
Shares will be issued at a deemed price equal to the simple average of the 
Company's Share price over the calendar quarter preceding the date on which the 
Shares are issued. 
 
The Directors' fees payable to Sir Nigel Rudd are set out in section 9.3 above. 
 
1,969,622 Shares have been issued under the Director and Employee Share Plan 
since it was approved at the 2013 annual general meeting to the following 
Directors: 
 
Recipient             Number of Shares Acquisition Price 
 
Mr Jean Nel           1,035,000        US$0.62 (a) 
 
                      626,580          US$0.35 (b) 
 
Mr Nicholas Sibley    19,336           US$0.64 (a) 
 
                      63,310           US$0.3910 (average) (b) 
 
Mr David Dix          8,789            US$0.62 (a) 
 
                      28,777           US$0.3910 (average) (b) 
 
Mr Edward Haslam      8,789            US$0.62 (a) 
 
                      28,777           US$0.3910 (average) (b) 
 
Mr Timothy Freshwater 8,789            US$0.62 (a) 
 
                      28,777           US$0.3910 (average) (b) 
 
Mr Kofi Morna         8,789            US$0.62 (a) 
 
                      28,777           US$0.3910 (average) (b) 
 
Mr Zwelakhe Mankazana 8,789            US$0.62 (a) 
 
                      28,777           US$0.3910 (average) (b) 
 
Ms Sonja Sebotsa      8,789            US$0.62 (a) 
 
                      28,777           US$0.3910 (average) (b) 
 
 
Acquisition price of Shares pre Rights Issue 
 
Acquisition price of Shares following completion of Rights Issue 
 
 
 
No other person of the kind referred to in ASX Listing Rule 10.14 has been 
issued Shares under the Director and Employee Share Plan. 
 
All Directors and their nominees are entitled to participate in the Director 
and Employee Share Plan. 
 
There are no loans provided to Sir Nigel Rudd in relation to the acquisition of 
Shares under the Director and Employee Share Plan. 
 
Details of any Shares issued under the Director and Employee Share Plan will be 
published in each annual report of the Company relating to a period in which 
securities have been issued, noting that approval for the issue of securities 
was obtained under ASX Listing Rule 10.14. 
 
Any additional persons who become entitled to participate in the Director and 
Employee Share Plan after Resolution 9 is approved and who were not named in 
this Notice will not participate until approval is obtained under ASX Listing 
Rule 10.14. 
 
Resolution 10 - Approval of the Restricted Share Scheme 
 
Background 
 
Aquarius proposes to establish the Restricted Share Scheme, a long term 
incentive plan for the employees of Aquarius and its subsidiaries.  The purpose 
of the Scheme is to: 
 
provide an appropriate and adequate incentive for the executive directors and 
employees of the Aquarius Group; 
 
ensure that the Aquarius Group may retain the services of their executive 
directors and employees; and 
 
reinforce the commitment of the executive directors and employees to Aquarius. 
 
Shareholder approval 
 
Resolution 10 seeks Shareholder approval for the Company to: 
 
implement and maintain the Restricted Share Scheme, as required by UK Listing 
Rule 9.4.1, which provides that an employee share scheme and a long-term 
incentive plan must be approved by an ordinary resolution of shareholders of 
the Company before it is adopted; and 
 
issue securities under the Scheme as an exception to ASX Listing Rule 7.1. 
Exception 9 to ASX Listing Rule 7.2 provides that issues under an employee 
incentive plan within three years from the date on which shareholders approve 
the issue of securities under that plan are not included in the 15% limit 
prescribed by ASX Listing Rule 7.1. 
 
Issue to Directors or Associate of Directors 
 
In accordance with ASX Listing Rule 10.14, the Company will seek Shareholder 
approval of any proposed grant of Awards under the Restricted Share Scheme to a 
Director or an associate of a Director. 
 
Company Bye-laws 
 
The Bye-laws were amended in 2011 to include Bye-law 51.2A, which provides that 
the Company must not allot Equity Securities to any person on any terms without 
first offering them to existing Shareholders in proportion to their existing 
holdings. 
 
However, Bye-law 51.2A(d)(iii) provides that Bye-law 51.2A(a) does not apply in 
relation to the allotment of Equity Securities that would, apart from any 
renunciation or assignment of the right to such an allotment, be held under any 
employee share or option scheme of the Company. 
 
Accordingly, Shares and Options issued under the Restricted Share Scheme are 
not subject to the pre-emptive rights provisions in Bye-law 51.2A, and would 
not be included in the 71,975,751 Shares that the Directors may issue under the 
authority that will be granted if Resolution 8 is passed. 
 
Summary of the Scheme 
 
A summary of the Restricted Share Scheme is set out in Annexure A. 
 
Resolution 11 - Increase of Authorised Share Capital under Bermuda Law 
 
Clause 52.3 of the Company's Bye-Laws and section 45(1)(a) of the Companies Act 
permits the Company to increase its share capital if authorised by a resolution 
of the Shareholders. 
 
Resolution 11 seeks Shareholder approval to increase the authorised capital of 
the Company from $79,500,000 to $129,500,000 which would result in an increase 
in authorised share capital from 1,590,000,000 Shares to 2,590,000,000 Shares. 
The proposed increase in the authorised share capital has been determined 
taking into consideration the number of Shares on issue compared to the current 
authorised common share capital. 
 
The Company currently has 1,465,473,903 Shares on issue.  Prior to the Rights 
Issue that was completed in May this year, the Company had 488,103,453 Shares 
on issue.  As a result of the Rights Issue, the Company has limited capacity to 
issue additional Shares within its existing authorised capital limit. 
 
The Directors consider that the proposed increase in the Company's authorised 
capital is appropriate in order to allow the Company to create capacity for the 
Company to issue securities if required in the future. 
 
 
 
 
If Resolution 11 is passed, the Company's authorised, issued and fully paid up 
capital will be as follows: 
 
                           Authorised                Issued and fully paid 
 
Class of Share             Number        Amount US$  Number        Amount US$ 
 
Common shares of US$0.05   2,590,000,000 129,500,000 1,465,473,903 73,273,695.15 
 
Preference shares of       50,000,000    7,500,000   -             - 
US$0.15 
 
"A" Class shares of        5             12,000      -             - 
US$2,400 
 
 
 Shareholders should note that the concept of the Company's authorised share 
capital is a Bermuda law concept and is mutually exclusive from the ASX Listing 
Rules and the Company's Bye-laws. Any future issues of securities made by the 
Company will still be subject to ASX Listing Rule 7.1 and the pre-emptive 
rights provisions in the Bye-laws. 
 
The Directors unanimously recommend that Shareholders vote in favour of 
Resolution 11. 
 
Resolution 12 - Amendment to Bye-laws 
 
Resolution 12 proposes amendments to the Company's Bye-laws to incorporate the 
provisions summarised below (Proposed Amendments). 
 
A copy of the Bye-laws incorporating the Proposed Amendments will be sent to 
any Shareholder upon request. A copy of the Bye-laws incorporating the Proposed 
Amendments will also be available for inspection during normal business hours 
at the Company's registered office in Bermuda (including for 15 minutes prior 
to and during the Annual General Meeting) and at the offices of the Company's 
share registry in England and Australia. 
 
Proposed Amendments 
 
A description of the Proposed Amendments, which essentially have two elements, 
is set out below: 
 
Proportional Takeover Bid approval provisions 
 
In 2002 Aquarius incorporated shareholder protection provisions into its 
Bye-laws which regulate a proposed takeover of the Company.  Without these 
provisions, Aquarius' shareholders would not receive the benefit of 
takeover-related protection mechanisms which shareholders in companies 
incorporated in the United Kingdom or Australia would ordinarily receive.  The 
provisions aim to ensure that all shareholders have an opportunity to equally 
participate in the benefits offered by a person seeking to acquire control of 
Aquarius, providing equal treatment of all shareholders of the Company. 
 
The shareholder protection provisions included mechanisms that apply in the 
context of a proportional takeover bid.  Bye-law 70B provided that any takeover 
bid for a specified proportion of all Shares (Proportional Takeover Bid) may 
only proceed if it is approved (by a 50% majority) by a meeting of all 
shareholders of the Company who are not either the bidder or associated with 
the bidder. Unlike the remainder of the shareholder protection mechanisms in 
the Bye-laws, the Proportional Takeover Bid provisions need to be refreshed 
every three years.  As they were last refreshed in 2010, the Company is seeking 
Shareholder approval to amend its Bye-laws so as to incorporate the wording of 
the previous bye-law 70B into the Bye-laws again. 
 
If Bye-law 70B is included in the Bye-laws, in the event that a Proportional 
Takeover Bid is made, the Directors are required to convene a meeting of those 
shareholders entitled to vote on a resolution to approve the Proportional 
Takeover Bid. The meeting is to be called upon not less than 14 days prior to 
the end of the offer period for the Proportional Takeover Bid (Deadline). 
 
If the Proportional Takeover Bid is not approved by shareholders, Aquarius must 
refuse to register any transfer of shares in the Company which purports to give 
effect to a takeover contract pursuant to that Proportional Takeover Bid.  If 
no resolution in relation to the Proportional Takeover Bid is voted on as at 
the end of the day before the Deadline,  the  resolution  will  be  deemed  to 
have  been  passed. Where the approving resolution is passed or deemed to have 
been passed, the Proportional Takeover Bid may proceed and the Company is not 
prevented from registering transfers pursuant to the Proportional Takeover Bid. 
 
Without Bye-law 70B, a Proportional Takeover Bid for the Company may enable 
effective control of the Company to be acquired, without shareholders of the 
Company having the opportunity to dispose of all of their shares in the Company 
to the bidder. Accordingly, shareholders could be at risk of passing control to 
the bidder without an effective premium for all their shares whilst leaving 
themselves as part of a minority interest in the Company. Including Bye-law 70B 
will make this situation less likely by permitting shareholders to decide 
whether a Proportional Takeover Bid should be permitted to proceed. 
 
General amendments to Bye-laws 
 
Since the Bye-laws were last amended in 2011, there have been a number of 
changes to the Companies Act. The Company believes it would be beneficial for 
these changes to be reflected in the Bye-laws to ensure that the Bye-laws 
remain up to date with what is considered best practice under the Companies 
Act.  Accordingly, and as the Company will need to amend its Bye-laws in any 
event to reinsert the Proportional Takeover Bid approval provisions, the Board 
decided to take this opportunity to also propose the following amendments to 
the Bye-laws: 
 
permitting either the shareholders or the Board to determine the maximum number 
of Directors independently; 
 
permitting the Board to fill any vacancy left unfilled at a general meeting up 
to the maximum number of nine Directors or such other maximum number of 
Directors determined in accordance with the Bye-laws; 
 
incorporating separate provisions for the termination of office of an Alternate 
Director elected by shareholders and an Alternate Director appointed by a 
Director; 
 
permitting the Board to appoint any person as a Director to fill any vacancy of 
the Board that arises up to the maximum of nine Directors or such other maximum 
determined in accordance with the Bye-laws (this power is subject to the 
restrictions of Bye-law 15.2 which provides that a vacancy on the Board created 
by the removal of a Director by the members may only be filled by the members 
at the meeting where such Director is removed unless the members fail to make 
such an appointment, in which case the Board may fill the vacancy); 
 
incorporating the concept of an 'Interested Director' including permitting an 
Interested Director who has declared the nature of their interest  in any 
contract or proposed contract to: 
 
vote in respect of such contract or proposed contract; and 
 
be counted in the quorum of the meeting at which the contract or proposed 
contract is to be voted on; 
 
shortening the period during which an offer made to shareholders under bye-law 
51.2A may be accepted from 21 days to 10 business days, to bring the offer 
period  in line with the requirements of the UK Listing Rules upon which 
bye-law 51.2A is based and to provide the Company with maximum flexibility for 
any future offers made under bye-law 51.2A; 
 
removing the provision that prohibits the Company from providing financial 
assistance for the purpose of purchasing shares in the Company; and 
 
removing the requirement to appoint an auditor at every annual general meeting 
and allowing the shareholders to appoint an auditor to the Company to hold 
office for such term as the shareholders deem fit or until a successor is 
appointed.  This amendment provides more flexibility as to the frequency and 
the term of the auditor's appointment.  However, notwithstanding this 
amendment, the Board may choose to continue put the appointment of the auditor 
to Shareholders at every annual general meeting. 
 
The Directors unanimously recommend that Shareholders vote in favour of the 
Proposed Amendments. 
 
Resolution 13 - Re-appointment of Auditor 
 
Section 89(2) of the Companies Act provides that members of a company shall 
appoint one or more auditors to hold office until a successor is appointed. In 
addition, section 89(6) of the Companies Act provides that the remuneration of 
an auditor appointed by the members shall be fixed by the members or by the 
Directors, if they are authorised to do so by the members. 
 
If Resolution 12 is passed, shareholders of the Company will no longer be 
required to appoint an auditor at each annual general meeting, but rather will 
able to appoint an auditor to hold office for such term as shareholders of the 
Company deem fit or until a successor is appointed.  Nevertheless, as noted 
above in relation to Resolution 12, regardless of whether the proposed 
amendments to the Bye-laws are passed, the Board may still continue to propose 
a resolution in relation to the appointment of the auditor at each annual 
general meeting. 
 
Ernst & Young are the Company's auditors.  Pursuant to Resolution 13, Ernst & 
Young will be re-appointed the Company's auditors for a term expiring at the 
next annual general meeting at a fee to be agreed by the Directors. 
 
Glossary of Terms 
 
In the Notice of Annual General Meeting and this Explanatory Memorandum the 
following words and expressions have the following meanings: 
 
"$" means United States Dollars, the lawful currency of the United States of 
America. 
 
"AEDST" means Australian Eastern Daylight Savings Time (UTC+11:00). 
 
"AGM" means annual general meeting. 
 
"ASX" means ASX Limited, or the stock exchange conducted by ASX, as the context 
requires. 
 
"ASX Listing Rules" means the official listing rules of ASX. 
 
"Award" has the meaning given in Annexure A. 
 
"BEE" means Black Economic Empowerment. 
 
"Board" means the board of Directors. 
 
"Bye-laws" means the bye-laws of the Company as amended from time to time. 
 
"Companies Act" means the Companies Act 1981 of Bermuda as amended from time to 
time. 
 
"Company" and "Aquarius" means Aquarius Platinum Limited ARBN 087 557 893. 
 
"Deadline" has the meaning given in paragraph 12(a). 
 
"Director and Employee Share Plan" means the Company's share plan which allows 
the Board to invite directors and eligible employees to apply for Shares from 
time to time, as approved by Shareholders at the 2013 Annual General Meeting of 
the Company. 
 
"Directors" means the directors of the Company from time to time. 
 
"Eligible Employee" means a person who is in the full-time or part-time 
employment of, or is a Director of, the Company or any of its related bodies 
corporate. 
 
"Equity Security" means a Share (other than a bonus Share), or a right to 
subscribe for, or convert securities into, Shares including the sale of any 
Shares if, immediately before the sale, the Shares were held as treasury 
shares. 
 
"Explanatory Memorandum" means this explanatory memorandum. 
 
"Group" means the Company and its Related Bodies Corporate. 
 
"JSE" means the Johannesburg Stock Exchange or JSE Limited, as the context 
requires. 
 
"LSE" means the London Stock Exchange or London Stock Exchange plc, as the 
context requires. 
 
"Meeting" and "Annual General Meeting" means the annual general meeting of 
Shareholders or any adjournment thereof, convened by the Notice. 
 
"Non-Executive Director" means the non-executive directors of the Company, 
being Sir Nigel Rudd, Mr Nicholas Sibley, Mr David Dix, Mr Edward Haslam, Mr 
Timothy Freshwater, Mr Kofi Morna, Mr Zwelakhe Mankazana and Ms Sonja Sebotsa. 
 
"Notice" and "Notice of Annual General Meeting" means the notice of annual 
general meeting which accompanies this Explanatory Memorandum. 
 
"Option" means a right to subscribe for Shares granted under the terms of the 
Scheme set out in Annexure A to this Explanatory Memorandum. 
 
"ordinary resolution" means a resolution that is required to be passed by a 
majority of not less than 50% of the votes cast by members entitled to vote on 
the resolution. 
 
"Proportional Takeover Bid" has the meaning given in paragraph 12(a). 
 
"Resolution" means a resolution in the Notice of Annual General Meeting. 
 
"Related Body Corporate" means any company or corporation in which the Company 
has an interest and shall also include the holding company of the Company and 
any subsidiary or affiliated company of the Company and "Related Bodies 
Corporate" has a corresponding meaning. 
 
"Rights Issue" means the 2 for 1 pro rata entitlement offer of up to 
976,206,906 Shares, announced on 8 April 2014. 
 
"Scheme" means the Restricted Share Scheme. 
 
"Scheme Share" means Shares issued pursuant to the Scheme. 
 
"Share" means a fully paid common share of par value $0.05 in the capital of 
the Company. 
 
"Shareholder" means a person registered in the register of members of the 
Company as the holder of Shares. 
 
"special resolution" means a resolution that is required to be passed by a 
majority of not less than 75% of the votes cast by members entitled to vote on 
the resolution. 
 
"UK Listing Rules" means the United Kingdom Listing Authority listing rules set 
out in the Financial Conduct Authority Handbook. 
 
                                  Annexure A 
 
                Summary of Restricted Share Scheme (the Scheme) 
 
 
 
1.  Administration of  The Scheme will be administered by the Remuneration 
    Restricted Share   Committee in accordance with the rules of the Scheme, 
    Scheme             the Bye-laws and any applicable laws. 
 
 
 
                       Any exercise of power or decision made by the Company or 
                       the Board, who will act through the Remuneration 
                       Committee, regarding the rules of the Scheme is made at 
                       its absolute and sole discretion and is final, 
                       conclusive and binding. 
 
2.  Eligible Employee  A person (including a trustee acting on behalf of that 
                       person) who is in the full-time or part-time employment 
                       of, Aquarius or any of its related bodies corporate is 
                       eligible to participate in the Scheme (Eligible Employee 
                       ). 
 
 
 
                       The Remuneration Committee, will have absolute 
                       discretion in determining whether a person is an 
                       Eligible Employee for the purposes of the Scheme. 
 
3.  Award under the    Eligible Employees may be offered an Award, being either 
    Scheme             the right to acquire a specified number of Shares (a 
                       Conditional Award) or an option to acquire a specified 
                       number of Shares subject to any prescribed exercise 
                       procedure including the payment of a specified exercise 
                       price (an Option) under the terms of the Scheme. 
 
4.  Offer of Award     The Remuneration Committee will determine which Eligible 
                       Employees will be offered an Award. 
 
 
 
                       An offer must specify the terms of the Award, including 
                       the performance conditions and any additional vesting 
                       conditions, the exercise period and the manner in which 
                       the offer may be accepted by the Eligible Employee. 
 
 
 
                       Awards may only be granted during the 42 day period 
                       following adoption of the Scheme and thereafter within 
                       42 days following the announcement of interim or final 
                       results, other than in exceptional circumstances (e.g. 
                       recruitment of a key Eligible Employee). 
 
5.  Assignment of      Awards are not generally transferable except with the 
    Awards             consent of the Remuneration Committee or as required by 
                       law. 
 
 
 
6.  Performance        The vesting of each Award is conditional upon the 
    Conditions         achievement of the performance conditions attaching to 
                       the Award. 
 
 
 
                       Performance conditions may not be varied unless, in the 
                       opinion of the Remuneration Committee, the performance 
                       conditions cease to be appropriate, in which case new 
                       performance conditions may be set, provided that such 
                       conditions are fair and reasonable and no more or less 
                       difficult to achieve than previous conditions. 
 
 
 
7.  Vesting of Award   An Award shall vest on the date that is the later of: 
 
                       the third anniversary of the date of grant; and 
 
                       the date on which all conditions of the Award have been 
                       satisfied. 
 
8.  Exercise of Option An Option which has vested will become exercisable 
    or vesting of a    during the Option Period (generally commencing on the 
    Conditional Award  vesting date and ending on the 10th anniversary of the 
                       date of grant) and a Conditional Award shall vest 
                       immediately on the vesting date. 
 
 
 
                       When a participant exercises an Option or a Conditional 
                       Award vests the Company shall allot and issue or 
                       allocate such number of Shares to which the Award 
                       relates. 
 
                       Shares that can be used for the Scheme include: 
 
                       newly issued Shares; 
 
                       treasury shares; or 
 
                       shares acquired by any Company sponsored employee trust 
                       (provided that such trust does not hold more than 5% of 
                       the issued share capital in the Company). 
 
9.  Rights of Scheme   The Awards do not carry dividends or voting rights prior 
    Shares             to vesting and, in respect of options, exercise. 
 
 
 
                       Shares issued or acquired under the Scheme will rank 
                       equally with other Shares issued by the Company. 
 
10. Quotation          The Company will apply to the ASX, the LSE and the JSE 
                       for admission of Shares that are issued following the 
                       exercise of an Option or the vesting of a Conditional 
                       Award under the Scheme. 
 
11. Termination of     In the event of termination of employment, the 
    Employment         participant's Awards shall lapse except in the case of a 
                       "Good Leaver" where some or all of the Good Leaver's 
                       Awards shall vest and/or are only exercisable for a 
                       prescribed period (if applicable) based on the extent to 
                       which the relevant performance conditions have been 
                       satisfied. The Good Leaver's Award will be reduced on a 
                       pro-rata basis to reflect the term remaining until the 
                       original vesting date. 
 
 
 
12. Clawback provision The Remuneration Committee may reduce the number of 
                       Shares the subject of an Award or cancel an Award at any 
                       time up to its release or exercise in the event of 
                       improper conduct by the participant or where the Company 
                       is required to under law or company policy. 
 
 
 
13. Lapse of Award     An Award granted under the Plan will automatically lapse 
                       on the date which is the earlier of: 
 
                       cessation of employment for cause (including where the 
                       participant has acted unlawfully or dishonestly, has 
                       committed an act of fraud, defalcation, gross misconduct 
                       or is in serious breach of his/her employment 
                       obligations); 
 
                       where the Remuneration Committee determines that a 
                       performance condition is incapable of being satisfied; 
 
                       the receipt of written notice by the Company from the 
                       Participant that the Participant has elected to 
                       surrender the Award; and 
 
                       the date 10 years from the date on which the Award is 
                       granted. 
 
                       The Remuneration Committee will notify the participant 
                       if their Award has lapsed. 
 
14. Amendments         The Remuneration Committee may, without Shareholder 
                       approval or participant's consent, make minor amendments 
                       to the benefit of the administration of the Scheme 
                       (including for the purposes of taking account of a 
                       change in legislation or to obtain or maintain 
                       favourable tax, exchange control or regulatory treatment 
                       for participants or the Company), provided that such 
                       amendments do not materially advantage or materially 
                       disadvantage the participant. 
 
15. Limitation on      Commitments to issue Shares pursuant to Awards under the 
    number of Scheme   Scheme, when aggregated with options or awards under: 
    Shares issuable 
    under the Scheme   the Company's Executive Share Schemes, must not exceed, 
                       during the preceding 10 year period ending on the date 
                       of grant, 5% of the issued share capital as at the date 
                       of grant; and 
 
                       all of the Company's Share Schemes, must not exceed, 
                       during the preceding 10 year period ending on the date 
                       of grant, 10% of the issued share capital as at the date 
                       of grant. 
 
                       The number of Shares that are: 
 
                       issued to insiders (director, senior officer, or any 
                       affiliate or associate of a director or senior officer, 
                       of the Company or a subsidiary of the Company) within 
                       any one year period; and 
 
                       issuable to insiders, at any time, 
 
                       under the Scheme, or when combined with all of the 
                       Company's other security based compensation arrangements 
                       must not exceed 5% of the Company's total issued and 
                       outstanding Shares at the date of grant. 
 
                       The aggregate Exercise Price of Shares over which Awards 
                       may be granted to an Eligible Employee pursuant to the 
                       Scheme may not, in any 12 month period, exceed an amount 
                       equal to 200% of the Eligible Employee's base salary at 
                       the date of grant. 
 
16. Reconstructions,   Awards shall not be entitled to participate in any new 
    corporate actions, issue of securities by the Company. 
    rights issues, 
    bonus issues etc. 
 
                       However, the Scheme Rules include specific provisions 
                       dealing with rights issues, bonus issues and corporate 
                       actions and other capital reconstructions.  These 
                       provisions are intended to ensure that there is no 
                       material advantage or disadvantage to the participant in 
                       respect of their Awards as a result of such corporate 
                       actions. 
 
17. Change of Control  On a change of control event (which includes a merger, 
                       any person acquiring a relevant interest in more than 
                       50% of the issued share capital in the Company and other 
                       similar events) some or all of the Awards may vest based 
                       on the extent to which the relevant performance 
                       conditions have been satisfied. Awards that vest on a 
                       change of control event may be reduced on a pro-rata 
                       basis to reflect the term remaining until the original 
                       vesting date. 
 
18. Compliance         Each participant in the Scheme must comply with the 
                       Company's Security Trading Policy and any stock exchange 
                       regulations and securities laws applicable to an Award 
                       or Shares issued under the Scheme (including any 
                       restriction or trading block applicable to the Award). 
 
19. Operation          The Scheme will be governed by, and construed in 
                       accordance with, the laws of Bermuda. 
 
 
 
 
 
 
END