Articles of Association PDF - Anglo American

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TABLE OF CONTENTSArticle No. Page No.MEMORANDUM OF ASSOCIATION 1ARTICLES OF ASSOCIATION 1PreliminaryTable A not to apply 1 1Interpretation 2 1Share CapitalAmount of share capital 3 4Increase of share capital 4 5Consolidation, subdivision and cancellation 5 5Purchase of own shares 6 5Reduction of capital 7 6SharesRights attaching to shares on issue 8 6Directors’ power to allot 9 6Commissions on issue of shares 10 7Renunciation of allotment 11 7Trust etc. interests not recognised 12 8Share CertificatesIssue of share certificates 13 8Form of share certificate 14 8Joint holders 15 8Replacement of share certificates 16 8Calls on SharesPower to make calls 17 9Liability for calls 18 9Interest on overdue amounts 19 9Others sums due on shares 20 9Power to differentiate between holders 21 10Payment of calls in advance 22 10Forfeiture and LienNotice on failure to pay a call 23 10Forfeiture for non-compliance 24 10Disposal of forfeited shares 25 10Holder to remain liable despite forfeiture 26 10Lien on partly-paid shares 27 11Sale of shares subject to lien 28 11Proceeds of sale of shares subject to lien 29 11Evidence of forfeiture 30 11Variation of RightsManner of variation of rights 31 12Matters not constituting variation of rights 32 12Transfer of SharesForm of transfer 33 12Balance certificate 34 13A09099335/0.6/04 Mar 2008 - i -
TABLE OF CONTENTSArticle No. Page No.Right to refuse registration 35 13No fee on registration 36 13Closure of Register 37 14Overseas Branch Register 38 14Further provisions on shares in uncertificated form 39 14Transmission of SharesPersons entitled on death 40 14Election by persons entitled by transmission 41 15Rights of persons entitled by transmission 42 15Untraced ShareholdersUntraced shareholders 43 15General MeetingsAnnual and Extraordinary General Meetings 44 16Convening of General Meetings 45 16Notice of General MeetingsNotice of General Meetings 46 16Contents of notice of General Meetings 47 17Proceedings at General MeetingsChairman 48 17Quorum 49 17Lack of quorum 50 17Adjournment 51 18Notice of adjourned meeting 52 18Amendments to resolutions and other issues 53 18PollsDemand for poll 54 19Procedure on a poll 55 19Voting on a poll 56 19Timing of poll 57 19Votes of MembersVotes attaching to shares 58 19Votes of joint holders 59 20Not used 60 20Restriction on voting in particular circumstances 61 20Voting by guardian 62 22Validity and result of vote 63 22Proxies and Corporate RepresentativesProxy need not be a member 64 23Form of proxy 65 23Deposit of form of proxy 66 23Rights of proxy 67 24Termination of proxy’s authority 68 24Corporations acting by representatives 69 24A09099335/0.6/04 Mar 2008 - ii -
Page 1: THE COMPANIES ACT 2006COMPANY LIMIT
Page 5 and 6: TABLE OF CONTENTSArticle No.Page No
Page 7 and 8: THE COMPANIES ACT 2006COMPANY LIMIT
Page 9 and 10: for any consideration from any comp
Page 11: 4.25 To do all or any of the things
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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Articles of Association PDF - Anglo American

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