Articles of Association PDF - Anglo American

Except as provided above any words or expressions defined in the Companies Acts or theCREST Regulations shall (if not inconsistent with the subject or context) bear the samemeaning in these Articles.3 Amount of share capitalSHARE CAPITAL3.1 The share capital of the Company at the date of the adoption of these Articles consists of50,000 5 per cent cumulative Preference Shares of £1 each and 1,820,000,000 OrdinaryShares of 54 86 / 91 US cents each.3.2 The rights and privileges attached to the cumulative Preference Shares, and the limitationsand restrictions to which they are subject, are as follows:(a)(b)(c)out of the profits available for distribution and resolved to be distributed, theholders of the cumulative Preference Shares shall be entitled in priority to anypayment of dividend to the holders of any other class of shares to be paid in respectof each financial year or other accounting period of the Company a fixedcumulative preferential dividend (“Preferential Dividend”) at a rate of 5 per centper annum, such dividend to be paid annually in arrears on 30 September in eachyear the first such payment being on 30 September 1999 in respect of the periodfrom the date of adoption of these Articles to the first dividend date or if any suchdate shall be a Saturday, Sunday or public holiday in England, on the first businessday following such date in each year. Payments of Preferential Dividend shall bemade to holders on the Register at any date selected by the Directors up to 42 daysprior to the relevant fixed dividend date. The holders of cumulative PreferenceShares shall not be entitled to any further or other right of participation in theprofits of the Company.on a return of capital on winding up, the holders of the cumulative PreferenceShares shall be entitled in priority to any payment to the holders of any other classof shares to the repayment of a sum equal to the nominal capital paid up or creditedas paid up on the cumulative Preference Shares held by them and accrual (if any)of the said Preferential Dividend whether such dividend has been earned ordeclared or not, calculated up to the date of commencement of the winding up. Theholders of the cumulative Preference Shares shall not be entitled to any further orother right of participation in the assets of the Company.the holders of the cumulative Preference Shares shall, by virtue of and in respect oftheir holdings of cumulative Preference Shares, have the right to receive notice ofany General Meeting of the Company and to attend, speak and vote at a GeneralMeeting of the Company only:(i)(ii)if and when, at the date of the notice convening such meeting, thePreferential Dividend on such shares is six months or more in arrears; orif a resolution is to be proposed abrogating, varying or modifying any ofthe rights or privileges of the holders of the cumulative Preference SharesA09099335/0.6/04 Mar 2008 - 4 -