Articles of Association PDF - Anglo American

104.5.2 if the amount outstanding on an Overdraft Account on a date as at which thecalculation is being made for such purpose exceeds the amount which wasoutstanding on the same Overdraft Account at the date of the relevant balance sheet(or if the latter amount is nil), an amount equal to the excess shall be converted atthe rate of exchange or approximate rate of exchange (determined on such basis asthe Auditors may determine or approve) on the last business day preceding the dateas on which the calculation is being made for such purpose and the balance shall beconverted at the rate of exchange used for the purpose of the said balance sheet.104.6 The determination of the Auditors as to the amount of the Adjusted Capital and Reserves atany time shall be conclusive and binding on all concerned and for the purposes of theircomputation the Auditors may at their discretion make such further or other adjustments (ifany) as they think fit. Nevertheless the Directors may act in reliance on a bona fideestimate of the amount of the Adjusted Capital and Reserves at any time and if inconsequence the limit hereinbefore contained is inadvertently exceeded an amount ofborrowed moneys equal to the excess may be disregarded until the expiration of threemonths after the date on which by reason of a determination of the Auditors or otherwisethe Directors became aware that such a situation has or may have arisen.104.7 No person dealing with the Company or any of its subsidiary undertakings shall beconcerned to see or enquire whether the said limit is observed and no debt incurred orsecurity given in excess of such limit shall be invalid or ineffectual unless the lender or therecipient of the security had, at the time when the debt was incurred or security given,express notice that the said limit had been or would thereby be exceeded.105 Alternate DirectorsALTERNATE DIRECTORS105.1 Any Director may at any time by writing under his hand and deposited at the Office, ordelivered at a meeting of the Directors, appoint any person (including another Director) tobe his alternate Director and may in like manner at any time terminate such appointment.Such appointment, unless previously approved by the Directors or unless the appointee isanother Director, shall have effect only upon and subject to being so approved.105.2 The appointment of an alternate Director shall determine on the happening of any eventwhich if he were a Director would cause him to vacate such office or if his appointorceases to be a Director, otherwise than by retirement at a General Meeting at which he isre-elected.105.3 An alternate Director shall be entitled to receive notices of meetings of the Directors andshall be entitled to attend and vote as a Director at any such meeting at which the Directorappointing him is not personally present and generally at such meeting to perform allfunctions of his appointor as a Director and for the purposes of the proceedings at suchmeeting the provisions of these Articles shall apply as if he (instead of his appointor) werea Director. If he shall be himself a Director or shall attend any such meeting as an alternatefor more than one Director, his voting rights shall be cumulative but he shall not becounted more than once for the purposes of the quorum. If his appointor is for the timeA09099335/0.6/04 Mar 2008 - 41 -