Articles of Association PDF - Anglo American

then the Company shall not purchase, or enter into a contract under which it will or maypurchase, such equity shares unless either:(a)(b)the terms of issue of such convertible shares or other securities include provisionspermitting the Company to purchase its own equity shares or providing foradjustment to the conversion terms upon such a purchase; orthe purchase, or the contract, has first been approved by an ExtraordinaryResolution passed at a separate meeting of the holders of such convertible shares orother securities.7 Reduction of capitalSubject to the provisions of the Statutes and to any rights conferred on the holders of anyclass of shares, the Company may by Special Resolution reduce its share capital or anycapital redemption reserve, share premium account or other undistributable reserve in anyway.8 Rights attaching to shares on issueSHARESWithout prejudice to any special rights previously conferred on the holders of any shares orclass of shares for the time being issued, any share in the Company may be issued withsuch preferred, deferred or other special rights, or subject to such restrictions, whether asregards dividend, return of capital, voting or otherwise, as the Company may from time totime by Ordinary Resolution determine (or, in the absence of any such determination, asthe Directors may determine) and subject to the provisions of the Statutes the Companymay issue any shares which are, or at the option of the Company or the holder are liable, tobe redeemed.9 Directors’ power to allot9.1 Subject to the provisions of the Statutes relating to authority, pre-emption rights andotherwise and of any resolution of the Company in General Meeting passed pursuantthereto, all unissued shares shall be at the disposal of the Directors and they may allot(with or without conferring a right of renunciation), grant options over or otherwisedispose of them to such persons, at such times and on such terms as they think proper.9.2 The Directors shall be generally and unconditionally authorised pursuant to and inaccordance with Section 80 of the Companies Acts to exercise for each Allotment Periodall the powers of the Company to allot relevant securities up to an aggregate nominalamount equal to the Section 80 Amount.9.3 During each Allotment Period the Directors shall be empowered to allot equity securitieswholly for cash pursuant to and within the terms of the authority in paragraph 9.2 above:(a)(b)in connection with a Rights Issue; andotherwise than in connection with a Rights Issue, up to an aggregate nominalamount equal to the Section 89 Amount;A09099335/0.6/04 Mar 2008 - 6 -