During the year, new ordinary shares were issued in terms of the Implats share option scheme.

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1 Directors 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 2008 are described below: Short Effective Company name interest % Activity Impala Platinum Limited Impala 100 PGM mining, processing and refining Impala Refining Services Limited IRS 100 Purchase of concentrate and/or smelter matte. Processing of concentrate and matte by the smelting, refining and sale of resultant PGMs and base metals, and toll refining. Afplats (Pty) Limited Afplats 74 PGM mining (project phase) Marula Platinum (Pty) Limited Marula 73 PGM mining Zimplats Holdings Limited Zimplats 86.9 PGM mining Mimosa Investments Limited Mimosa 50 PGM mining Two Rivers Platinum (Pty) Limited Two Rivers 45 PGM mining Capital Authorised and issued share capital The authorised share capital of the company as at 30 June 2008 and 2007 was R divided into ordinary shares of 2.5 cents each. During the year, new ordinary shares were issued in terms of the Implats share option scheme. As at 30 June 2008, the issued share capital stood at ordinary shares of 2.5 cents each (2007: ordinary shares of 2.5 cents each). Treasury shares The group holds ordinary shares of 2.5 cents each (2007: ) of its own shares in terms of an approved share buy-back scheme. During the year a further shares were acquired. The shares are held as treasury shares by a subsidiary. Share option scheme The directors were authorised to issue, allot or grant options to acquire up to a maximum of ordinary shares of 2.5 cents each in the unissued share capital of the company in terms of employee share option scheme. Details of participation in the share option scheme are set out in note 16 of the financial statements. 86 Implats Annual Report 08

2 The group no longer offers employees any further options under the existing Share Incentive Scheme, but pays relevant employees a fully taxable bonus based on the increase in the share price. (Refer to note 19 of the financial statements.) 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 are no different from those under the existing Share Incentive Scheme. The trustees of the scheme are Ms NDB Orleyn and Messrs JM McMahon and DS Phiri. Shareholding in the company The issued share capital of the company held by public and non-public entities as at 30 June 2008 was as follows: No. of shares (000s) % Public Non-public Directors 216 Trustees of share scheme 276 Right to appoint a director Treasury shares Total The following shareholders beneficially hold more than 5% of the issued share capital as at 30 June 2008: Shareholders No. of shares (000s) % Public Investment Corporation Royal Bafokeng Holdings (Pty) Limited Royalty payments/black economic empowerment With effect from 1 July 2007, Impala's obligations to pay royalties to the RBN were fully and finally discharged by the payment to Royal Bafokeng Holdings (Pty) Limited (RBH) of an amount of R12.5 billion. The cash consideration of R12.5 billion was utilised by the RBH to subscribe for Implats shares. These shares together with the Implats shares already held by the RBH resulted in a holding of Implats shares (13.2% on a fully diluted basis). Investments Zimplats Holdings Limited (Zimplats) The company owns 86.9% of Zimplats Holdings Limited ( Zimplats ). Zimbabwe Platinum Mines (Pvt) Limited is a wholly owned subsidiary of Zimplats. Mimosa Holdings (Pvt) Limited (Mimosa) The company holds a 50% shareholding in Mimosa with the balance held by Aquarius Platinum Limited. Implats Annual Report 08 87

3 Directors report (continued) Two Rivers Platinum (Proprietary) Limited (Two Rivers) The company owns a 45% interest in Two Rivers with the balance held by African Rainbow Minerals Limited. Afplats (Proprietary) Limited (Afplats) The company owns a 74% interest in Afplats. Afplats is in the process of conducting a feasibility study to establish a ounce platinum mine on the Leeuwkop project area. Marula Platinum (Proprietary) Limited (Marula) The company owns a 73% interest in Marula. A 9% equity stake in Marula is held by each of the following BEE companies: Tubatse Platinum (Proprietary) Limited (Tubatse) Mmakau Mining (Proprietary) Limited (Mmakau) Marula Community Trust (the Trust) During the year, each BEE party increased its stake in the company by 1.5% to 9% at a cost of R107 million each. The purchase price of the initial 7.5% holding 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 completion of phase II of the mine development. Standard Bank has provided a loan facility of R252 million to each of the BEE companies in order to pay to Implats the original R145 million as well as the additional R107 million for the increased stake. These facilities are guaranteed by Implats until 31 December In terms of these facilities 95% of all dividends paid and shareholder claims are utilised to repay these facilities. Implats has consolidated the BEE interest as the BEE parties are considered special purpose entities (SPE) for accounting purposes as the vendor finance is guaranteed by Implats. Aquarius Platinum Limited (Aquarius) Aquarius purchased Implats entire shareholding of 21.4 million shares (8.4% of the issued capital of Aquarius) at a price of GBP 6.71 per share for a total consideration of GBP million as part of a share buy-back by Aquarius. The price was determined by the 30-day volume weighted price on 19 March 2008, the day the parties agreed the terms of the transaction. Aquarius Platinum (SA) (Pty) Limited (AQPSA) AQPSA purchased the company's entire 20% interest in AQPSA in terms of a share buy-back for a total cash consideration of US$459 million (excluding STC credits). 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 pages 86 to Implats Annual Report 08

4 Dividends An interim dividend (No 80) of 300 cents per share was declared on 14 February 2008, and a final dividend (No 81) of cents per share was declared on 28 August 2008, payable on 22 September 2008 a total of cents per share for FY2008 (FY2007: 975 cents per share). These dividends amounted to R8 927 million for the year (2007: R5 897 million). Capital expenditure Capital expenditure for the year amounted to R5 368 million (2007: R2 888 million). Capital expenditure envisaged for the 2009 financial year is estimated at R7.9 billion and will be funded from internal resources and, if appropriate, borrowings. Post-balance sheet events 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 the 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 8 of the financial statements and regarding subsidiaries on page 186. 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 During the year, Ms F Jakoet was appointed as an additional non-executive director on the board. In terms of the Articles of Association, additional directors appointed by the directors retain office until the next annual general meeting when they shall retire and be eligible for re-election. The appointment of Ms F Jakoet was confirmed at the annual general meeting held on 25 October The directors who retire at the next general meeting are Ms MV Mennell, Messrs DH Brown, TV Mokgatlha L J Paton and LC van Vught. The directors are eligible and have offered themselves for re-election. Implats Annual Report 08 89

5 Directors report (continued) Interest of directors The interests of directors in the shares of the company were as follows and did not individually exceed one per cent of the issued share capital or voting control of the company. Direct Indirect 30 June Beneficial Directors DH Brown MV Mennell L J Paton DS Phiri LC van Vught Senior management Non-beneficial Directors remuneration Details of the executive directors, non-executive directors and senior management remuneration are set out in the Remuneration Report on pages 92 to 98. Directors' interests No contracts of significance were entered into in which the directors of the company were materially interested, either during or at the end of the financial year. No material change in the aforegoing interests has taken place between 30 June 2008 and the date of this report. Directors' fees Details of directors' fees paid during the 2008 financial year and fees proposed for the 2009 financial year are set out in the Remuneration Report on pages 92 to 98. Special resolution proposed Implats A special resolution will be proposed at the annual general meeting on 23 October 2008 to renew the general authority to acquire up to 10% of the company's shares subject to the JSE rules and the Companies Act. Special resolutions passed During the year, the following special resolutions were passed by Implats and its subsidiaries: Implats Share buy-back This allowed the company and its subsidiaries to acquire shares in the company, subject to the provisions of the Companies Act 1973 and the Listings Requirements of the JSE Limited, provided that the authority does not extend beyond 15 months from the date of the granting of that authority. 90 Implats Annual Report 08

6 Change to articles of association New articles of association to the exclusion of and in substitution for the existing articles of association were adopted. The new articles of association incorporate provisions for electronic communication between directors by means of teleconferencing and allow shareholders to elect to receive annual financial statements in electronic form in place of a printed annual report. Marula Change to articles of association The articles of association of Marula were amended to: determine the borrowing powers of directors as unlimited, remove directors' qualification shares, allow payments to shareholders in terms of Section 90 of the Companies Act, allow the acquisition of shares in the company by itself or a subsidiary company. Administration Financial, administrative and technical advisers In terms of a service agreement, Impala Platinum Limited acted as financial, administrative and technical advisers to the Implats group during the year on a fee basis. Messrs S Bessit, DH Brown and L J Paton and Ms D Earp 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 until 1 December 2007 when Ms A Parboosing was appointed in his stead. Impala acted as Secretaries to other subsidiaries in the Implats group. The business and postal addresses of the Secretaries are set out on the inside back cover of this report. United Kingdom Secretaries The business and postal addresses of the United Kingdom Secretaries are set out on the inside back cover of this report. Public Officer Mr J van Deventer acted as public officer until 11 December 2007 when he was replaced by Mr SF Naude. Implats Annual Report 08 91