NOTICE OF ANNUAL GENERAL MEETING

Resolved as an ordinary resolution that the annual financial statements for the Company and the Group for the year ended 31 December 2009, including the directors' report and the auditors' report therein, be and are hereby received and confirmed.

Resolved as on ordinary resolution that the following directors, who will retire by rotation in terms of the provisions of the articles of association of the Company and, being eligible, offer themselves for re-election, be and are hereby re-elected as directors of the Company:

3.1 Ms Z Fuphe
3.2 Mr MJ Leeming
3.3 Mr F Titi

An abbreviated curriculum vitae in respect of each director offering herself/himself for re-election is set out in this section of this annual report.

Resolved as an ordinary resolution that the annual fees payable to the non-executive directors of the Company be increased by 8% from 1 January 2010, in line with the increase awarded to the chief executive of the Company following a benchmark survey on market median-related remuneration undertaken by Deloitte Human Capital in 2009:

Resolved that the authorised but unissued shares in the capital of the Company be and are hereby placed under the control of the directors of the Company to allot and issue, subject to the Company's memorandum and articles of association, Section 221 of the Companies Act,
No. 61 of 1973, as amended ("the Companies Act"), and the Listings Requirements of the JSE Limited ("JSE"), to such person(s) and upon such terms and conditions as the directors may determine for the specific purpose of future capitalisation awards to be undertaken by the Company, provided that:

• the directors of the Company are not authorised to issue more shares than such number of shares as will be required to fulfil the terms of such capitalisation award; and
• this general authority shall expire at the next annual general meeting of the Company.

Resolved, as a special resolution that the Company be and is hereby granted a general authority authorising the acquisition by the Company and/or its subsidiaries of shares issued by the Company, on such terms and conditions and in such amounts as the directors of the Company may from time to time deem fit, and in terms of Sections 85 to 89 of the Companies Act, the Company's articles of association and the JSE Listings Requirements provided that:

• the number of ordinary shares acquired in the aggregate in any one financial year shall not exceed 5% (five per cent) of the Company's issued ordinary share capital from the date of passing of this special resolution;
• this general authority shall lapse on the earlier of the date of the next annual general meeting of the Company or the date 15 (fifteen) months from the date of passing of this special resolution;
• repurchases may not be made at a price greater than 10% (ten per cent) above the weighted average of the market value of the ordinary shares for the 5 (five) business days immediately preceding the date on which the transaction is effected;
• the repurchase of securities will be effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement between the Company and the counter party;
• at any point in time, a Company may only appoint one agent to effect any repurchases on the Company's behalf;
• the Company or its subsidiaries may not repurchase securities during a prohibited period as defined in the JSE Listings Requirements unless they have in place a repurchase programme where the dates and quantities of securities to be traded during the relevant period are fixed (not subject to any variation) and full details of the programme have been disclosed in an announcement on the Securities Exchange News Service (SENS) prior to the commencement of the prohibited period;
• when the Company has cumulatively repurchased 3% (three per cent) of the initial number of the relevant class of securities, and for each 3% (three per cent) in aggregate of the initial number of that class acquired thereafter, an announcement will be made on SENS; and
• the Company may not enter the market to proceed with the repurchase of its ordinary shares until the Company's sponsor has confirmed the adequacy of the Company's working capital for the purpose of undertaking a repurchase of securities in writing to the JSE.

The reason and effect of this special resolution is to authorise the Company and its subsidiaries, by way of a general authority, to acquire the Company's issued ordinary shares on the terms and conditions and in amounts to be determined by the directors of the Company, subject to certain statutory provisions and the Listings Requirements of the JSE.

At the present time the directors have no specific intention with regard to the utilisation of this authority which will only be used if the circumstances are appropriate.

After considering the aggregate effect of the maximum repurchase, the directors of the Company are of the opinion that for a period of 12 (twelve) months following the date of the repurchase:

The following additional information, some of which may appear elsewhere in the annual report of which this notice forms part, is provided in terms of the JSE Listings Requirements for purposes of special resolution number 1:

The directors whose names appear in this section of the annual report collectively and individually accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this resolution contains all information required by law and the JSE Listings Requirements.

VOTING AND PROXIES

On a show of hands every member present in person or represented in terms of Section 188 of the Companies Act shall have one vote and on a poll every member present in person or by proxy or so represented shall have one vote for every share held by such member.

A member entitled to attend, speak and vote at the annual general meeting is entitled to appoint a proxy or proxies to attend, speak and vote in place of that member. A proxy need not be a member of the Company.

Registered holders of certificated AECI shares and holders of dematerialised AECI shares in their own name and who are unable to attend the annual general meeting and who wish to be represented at the meeting, must complete and return the attached form of proxy in accordance with the instructions contained in the form of proxy so as to be received by the share registrars, Computershare Investor Services (Pty) Limited, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) or Computershare Investor Services PLC, PO Box 82, The Pavilions, Bridgwater Road, Bristol BS99 7NH, England, by no later than 09:00 on Thursday, 20 May 2010.

Holders of AECI shares (whether certificated or dematerialised) through a nominee should make timeously the necessary arrangements with that nominee or, if applicable, their Central Securities Depository Participant (CSDP) or broker to enable them to attend and vote at the annual general meeting or to enable their votes in respect of their AECI shares to be cast at the annual general meeting by that nominee or a proxy or a representative.

Equity securities held by a share trust or scheme will not have their votes taken into account at the annual general meeting for the purposes of the resolutions proposed in terms of the JSE Listings Requirements.

Please note that unlisted securities, if applicable, and shares held as treasury shares may also not vote.

By order of the Board

EA Rea

Acting Company secretary
Woodmead, Sandton

31 March 2010