Articles of Association PDF - Anglo American

(ii)the Directors are satisfied that the transfer is made pursuant to a bona fidesale of the whole of the beneficial ownership of the shares to a partyunconnected with the member or with any person appearing to be interestedin such shares including any such sale made through the London StockExchange or any other stock exchange outside the United Kingdom onwhich the Company’s shares are normally traded. For the purposes of thissub-paragraph any associate (as that term is defined in Section 435 of theInsolvency Act 1986) shall be included amongst the persons who areconnected with the member or any person appearing to be interested insuch shares.61.8 The provisions of this Article are in addition and without prejudice to the provisions of theCompanies Acts.62 Voting by guardianWhere in England or elsewhere a guardian, receiver or other person (by whatever namecalled) has been appointed by any court claiming jurisdiction in that behalf to exercisepowers with respect to the property or affairs of any member on the ground (howeverformulated) of mental disorder, the Directors may in their absolute discretion, upon orsubject to production of such evidence of the appointment as the Directors may require,permit such guardian, receiver or other person on behalf of such member to vote in personor by proxy at any shareholders’ meeting or to exercise any other right conferred bymembership in relation to shareholders’ meetings.63 Validity and result of vote63.1 No objection shall be raised as to the admissibility of any vote except at the meeting oradjourned meeting at which the vote objected to is or may be given or tendered and everyvote not disallowed at such meeting shall be valid for all purposes. Any such objectionshall be referred to the chairman of the meeting whose decision shall be final andconclusive.63.2 On a vote on a resolution at a meeting on a show of hands, a declaration by the Chairmanthat the resolution:(a)(b)has or has not been passed; orpassed with a particular majority,is conclusive evidence of that fact without proof of the number or proportion of the votesrecorded in favour of or against the resolution. An entry in respect of such a declaration inminutes of the meeting recorded in accordance with the Companies Acts is also conclusiveevidence of that fact without such proof. This Article does not have effect if a poll isdemanded in respect of the resolution (and the demand is not subsequently withdrawn).64 Appointment of proxiesPROXIES AND CORPORATE REPRESENTATIVESA09099335/0.6/04 Mar 2008 - 22 -