Articles of Association PDF - Anglo American

securities are purchased cum dividend or interest, such dividend or interest may at thediscretion of the Directors be treated as revenue, and it shall not be obligatory to capitalisethe same or any part thereof.111 Final dividendsDIVIDENDSThe Company may by Ordinary Resolution declare dividends but no such dividend shallexceed the amount recommended by the Directors.112 Fixed and interim dividendsIf and so far as in the opinion of the Directors the profits of the Company justify suchpayments, the Directors may pay the fixed dividends on any class of shares carrying afixed dividend expressed to be payable on fixed dates on the half-yearly or other datesprescribed for the payment thereof and may also from time to time pay interim dividendson shares of any class of such amounts and on such dates and in respect of such periods asthey think fit. Provided the Directors act in good faith they shall not incur any liability tothe holders of any shares for any loss they may suffer by the lawful payment, on any otherclass of shares having rights ranking after or pari passu with those shares, of any suchfixed or interim dividend as aforesaid.113 Distribution in specie113.1 The Company may, upon the recommendation of the Directors by Ordinary Resolution,direct payment of a dividend declared by the Company in whole or in part by thedistribution of specific assets (and in particular of paid-up shares or debentures of anyother company) and the Directors shall give effect to such resolution. Any such resolutionmay permit such distribution to be made in whole or in part by the Company transferringthe assets to another company in consideration of that other company issuing sharescredited as fully paid to the members entitled to the distribution.113.2 In respect of interim dividends resolved to be paid by the Directors, the Directors may,with the sanction of an Ordinary Resolution of the Company, determine to make paymentof such dividends in whole or in part by the distribution of specific assets (and in particularof paid-up shares or debentures of any other company). Any such resolution may permitsuch distribution to be made in whole or in part by the Company transferring the assets toanother company in consideration of that other company issuing shares credited as fullypaid to the members entitled to the distribution.113.3 Where any difficulty arises in regard to the distribution, the Directors may settle the sameas they think expedient and in particular may issue fractional certificates, may fix the valuefor distribution of such specific assets or any part thereof, may determine that cashpayments shall be made to any member upon the footing of the value so fixed in order toadjust the rights of all parties and may vest any assets in trustees as may seem expedient tothe Directors.114 No dividend except out of profitsA09099335/0.6/04 Mar 2008 - 44 -