Articles of Association PDF - Anglo American

37 Closure of Register or branch registerThe registration of transfers may be suspended at such times and for such periods (notexceeding 30 days in any year) as the Directors may from time to time determine andeither generally or in respect of any class of shares or in respect of the South AfricanBranch Register (or any other overseas branch register of the Company from time to time)only or in respect of removals between the South African Branch Register (or any otheroverseas branch register of the Company from time to time) and any other part of theRegister, except that, in respect of any shares which are participating securities, theRegister shall not be closed without the consent of the Operator.38 Overseas Branch RegisterSubject to and to the extent permitted by the Statutes, the Company, or the Directors onbehalf of the Company, may cause to be kept in any territory an overseas branch register ofmembers resident in such territory, and the Directors may make and vary such regulationsas they may think fit respecting the keeping of any such register.39 Further provisions on shares in uncertificated form39.1 Subject to the Statutes and the rules (as defined in the CREST Regulations), the Directorsmay determine that any class of shares may be held in uncertificated form and that title tosuch shares may be transferred by means of a relevant system or that shares of any classshould cease to be held and transferred as aforesaid.39.2 Subject to the Statutes and the rules and/or conditions applicable to the operation of such asystem, the Directors may determine that any class of shares held on the SA BranchRegister or any other overseas branch register of the members of the Company may beheld in uncertificated form in accordance with any system outside the United Kingdomwhich enables title to such shares to be evidenced and transferred without a writteninstrument and which is a relevant system.39.3 The provisions of these Articles shall not apply to shares of any class which are inuncertificated form to the extent that such Articles are inconsistent with:(a)(b)(c)the holding of shares of that class in uncertificated form;the transfer of title to shares of that class by means of a relevant system; orany provision of the CREST Regulations.TRANSMISSION OF SHARES40 Persons entitled on deathIn case of the death of a member, the survivors or survivor where the deceased was a jointholder, and the executors or administrators of the deceased where he was a sole or onlysurviving holder, shall be the only persons recognised by the Company as having any titleto his interest in the shares, but nothing in this Article shall release the estate of a deceasedmember (whether sole or joint) from any liability in respect of any share held by him.A09099335/0.6/04 Mar 2008 - 14 -