Articles of Association PDF - Anglo American

(b)(c)if, or to the extent that, the other Directors are already aware of such interest (andfor this purpose the other Directors are treated as aware of anything of which theyought reasonably to be aware); orif, or to the extent that, it concerns the terms of his service contract (as defined inSection 227 of the Companies Act 2006) that have been or are to be considered bya meeting of the Directors, or by a committee of Directors appointed for thepurpose under these Articles.94A.4 A Director shall not, save as otherwise agreed by him, be accountable to the Company forany benefit which he (or a person connected with him) derives from any such contract,transaction or arrangement or from any such office or employment or from any interest inany Relevant Company or for such remuneration, each as referred to in Article 94A.1, andno such contract, transaction or arrangement shall be liable to be avoided on the grounds ofany such interest or benefit.94A.5 For the purposes of this Article, “Relevant Company” shall mean: .(a)(b)(c)(d)(e)the Company;a subsidiary undertaking of the Company;any holding company of the Company or a subsidiary undertaking of any suchholding company;any body corporate promoted by the Company; orany body corporate in which the Company is otherwise interested.95 Restrictions on quorum and voting95.1 Save as provided in this Article, and whether or not the interest is one which is authorisedpursuant to Article 94 or permitted under Article 93A, a Director shall not be entitled tovote on any resolution in respect of any contract, transaction or arrangement, or any otherproposal, in which he (or a person connected with him) is interested. Any vote of aDirector in respect of a matter where he is not entitled to vote shall be disregarded.95.2 A Director shall not be counted in the quorum for a meeting of the Directors in relation toany resolution on which he is not entitled to vote.95.3 Subject to the provisions of the Statutes, a Director shall (in the absence of some otherinterest than is set out below) be entitled to vote, and be counted in the quorum, in respectof any resolution concerning any contract, transaction or arrangement, or any otherproposal:(a)(b)(c)in which he has an interest of which he is not aware;in which he has an interest which cannot reasonably be regarded as likely to giverise to a conflict of interest;in which he has an interest only by virtue of interests in shares, debentures or othersecurities of the Company, or by reason of any other interest in or through theCompany;A09099335/0.6/04 Mar 2008 - 32 -