Articles of Association PDF - Anglo American

(c)by a Director in the presence of a witness who attests the signatureand expressed to be executed by the Company shall have the same effect as ifexecuted under the Seal, provided that no instrument which makes it clear on itsface that it is intended to have effect as a deed shall be so signed without theauthority of the Directors or of a committee authorised by the Directors in thatbehalf.108 Authentication of documentsAUTHENTICATION OF DOCUMENTSAny Director or the Secretary or any person appointed by the Directors for the purposeshall have power to authenticate any document affecting the constitution of the Companyand any resolution passed at a shareholders’ meeting or at a meeting of the Directors or anycommittee, and any book, record, document or account relating to the business of theCompany, and to certify copies thereof or extracts therefrom as true copies or extracts; andwhere any book, record, document or account is elsewhere than at the Office the localmanager or other officer of the Company having the custody thereof shall be deemed to bea person appointed by the Directors as aforesaid. A document purporting to be a copy ofany such resolution, or an extract from the minutes of any such meeting, which is certifiedas aforesaid shall be conclusive evidence in favour of all persons dealing with theCompany upon the faith thereof that such resolution has been duly passed or, as the casemay be, that any minute so extracted is a true and accurate record of proceedings at a dulyconstituted meeting.109 Establishment of reservesRESERVESThe Directors may from time to time set aside out of the profits of the Company and carryto reserve such sums as they think proper which, at the discretion of the Directors, shall beapplicable for any purpose to which the profits of the Company may properly be appliedand pending such application may either be employed in the business of the Company orbe invested. The Directors may divide the reserve into such special funds as they think fitand may consolidate into one fund any special funds or any parts of any special funds intowhich the reserve may have been divided. The Directors may also without placing thesame to reserve carry forward any profits. In carrying sums to reserve and in applying thesame the Directors shall comply with the provisions of the Statutes.110 Business bought as from past dateSubject to the provisions of the Statutes, where any asset, business or property is bought bythe Company as from a past date the profits and losses thereof as from such date may at thediscretion of the Directors in whole or in part be carried to revenue account and treated forall purposes as profits or losses of the Company. Subject as aforesaid, if any shares orA09099335/0.6/04 Mar 2008 - 43 -