Articles of Association PDF - Anglo American

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or emoluments to, any individuals who are or were at any time in the employment orservice of the Company or of any company which is its holding company or is a subsidiaryof the Company or any such holding company or otherwise is allied to or associated withthe Company or any of the predecessors of the Company or any other such company asaforesaid, or who are or were at any time directors or officers of the Company or of anysuch other company, and the wives, widows, families and dependents of any suchindividuals; to establish and subsidise or subscribe to any institutions, associations, clubsor funds which may be considered likely to benefit any such persons or to further theinterests of the Company or of any such other company; and to make payments for ortowards the insurance of any such persons.4.22 To establish and maintain, and to contribute to, any scheme for encouraging or facilitatingthe holding of shares or debentures in the Company by or for the benefit of its employeesor former employees, or those of its subsidiary or holding company or subsidiary of itsholding company, or by or for the benefit of such other persons as may for the time beingbe permitted by law, or any scheme for sharing profits with its employees or those of itssubsidiary and/or associated companies, and (so far as for the time being permitted by law)to lend money to employees of the Company or of any company which is its holdingcompany or is a subsidiary of the Company or any such holding company or otherwise isallied to or associated with the Company with a view to enabling them to acquire shares inthe Company or its holding company.4.234.23.1 To purchase and maintain insurance for or for the benefit of any persons who are orwere at any time directors, officers or employees or auditors of the Company, or ofany other company which is its holding company or in which the Company or suchholding company or any of the predecessors of the Company or of such holdingcompany has any interest whether direct or indirect or which is in any way allied toor associated with the Company, or of any subsidiary undertaking of the Companyor of any such other company, or who are or were at any time trustees of anypension fund in which any employees of the Company or of any such othercompany or subsidiary undertaking are interested, including (without prejudice tothe generality of the foregoing) insurance against any liability incurred by suchpersons in respect of any act or omission in the actual or purported executionand/or discharge of their duties and/or in the exercise or purported exercise of theirpowers and/or otherwise in relation to the Company or any such other company,subsidiary undertaking or pension fund and4.23.2 to such extent as may be permitted by law otherwise to indemnify or to exempt anysuch person against or from any such liability; for the purposes of this clause“holding company” and “subsidiary undertaking” shall have the same meanings asin the Companies Act 1985 as amended by the Companies Act 1989.4.24 To distribute among members of the Company in specie or otherwise, by way of dividendor bonus or by way of reduction of capital, all or any of the property or assets of theCompany, or any proceeds of sale or other disposal of any property or assets of theCompany, with and subject to any incident authorised, and consent required, by law.A09099335/0.6/04 Mar 2008 - 4 -
4.25 To do all or any of the things and matters aforesaid in any part of the world, and either asprincipals, agents, contractors, trustees or otherwise, and by or through trustees, agents,subsidiary companies or otherwise, and either alone or in conjunction with others.4.26 To do all such other things as may be considered to be incidental or conducive to any of theabove objects.And it is hereby declared that the objects of the Company as specified in each of theforegoing paragraphs of this Clause (except only if and so far as otherwise expresslyprovided in any paragraph) shall be separate and distinct objects of the Company and shallnot be in any way limited by reference to any other paragraph or the order in which thesame occur or the name of the Company.5 The liability of the members is limited.63, 4, 5, 6, 7 The Company’s share capital is £50,000 divided into 50,000 shares of £1 each.34567Share capital increased to a nominal amount of US$300,000,000 and £50,000 by the creation of 600,000,000 ordinary shares ofUS$0.50 each by Special Resolution passed on 18 March 1999. On 18 March 1999 50,000 sterling ordinary shares wereredesignated 5 per cent. cumulative preference shares of £1 each having the rights set out in the Articles.Share capital increased to a nominal amount of US$815,500,000 and £50,000 by the creation of 1,031,000,000 ordinary shares ofUS$0.50 each by Special Resolution passed on 4 May 2001.Share capital reduced to a nominal amount of US$733,893,716 and £50,000 by the cancellation of 163,212,568 ordinary shares ofUS$0.50 each on 8 June 2001 in accordance with section 146(2)(a) of the Act.Share capital increased to a nominal amount of US$1,000,000,000 and £50,000 by the creation of 532,212,568 ordinary shares ofUS$0.50 each by Special Resolution passed on 10 May 2002.Share capital of US$1,000,000,000 was sub-divided and consolidated into 1,820,000,000 new ordinary shares of 54 86 ⁄ 91 US centseach by Special Resolution passed on 25 June 2007.A09099335/0.6/04 Mar 2008 - 5 -
Page 1 and 2: THE COMPANIES ACT 2006COMPANY LIMIT
Page 3 and 4: TABLE OF CONTENTSArticle No. Page N
Page 5 and 6: TABLE OF CONTENTSArticle No.Page No
Page 7 and 8: THE COMPANIES ACT 2006COMPANY LIMIT
Page 9: for any consideration from any comp
Page 16 and 17: Except as provided above any words
Page 18 and 19: then the Company shall not purchase
Page 20 and 21: (a)(b)recognise a renunciation ther
Page 22 and 23: 21 Power to differentiate between h
Page 24 and 25: e affected by any irregularity or i
Page 26 and 27: 37 Closure of Register or branch re
Page 28 and 29: 43.2 To give effect to any such sal
Page 30 and 31: such day, time and place as may hav
Page 32 and 33: (a)(b)on a show of hands every memb
Page 34 and 35: (ii)the Directors are satisfied tha
Page 36 and 37: 66.3 The appointment of a proxy sha
Page 38 and 39: 76 Appointment of executive Directo
Page 40 and 41: 253 of the Insolvency Act 1986 in c
Page 42 and 43: vacancies or of summoning General M
Page 44 and 45: (b)(c)if, or to the extent that, th
Page 46 and 47: 95.5 If a question arises at any ti
Page 48 and 49: The business and affairs of the Com
Page 50 and 51: deemed to have been issued and the
Page 52 and 53: member of the Group may be required
Page 54 and 55: eing absent from his address as not
Page 56 and 57: securities are purchased cum divide
Page 59 and 60: If the names of two or more persons
Page 61 and 62:
cash amount that such holders would
Page 63 and 64:
aware, but any member or holder of
Page 67 and 68:
execution and/or discharge of his d
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