Articles of Association PDF - Anglo American

122.1 The Directors may, with the sanction of an Ordinary Resolution of the Company, capitaliseany sum standing to the credit of any of the Company’s reserve accounts (including anyshare premium account, capital redemption reserve or other undistributable reserve) or anysum standing to the credit of profit and loss account.122.2 Such capitalisation shall be effected by appropriating such sum to the holders of OrdinaryShares on the Register at the close of business on the date of the resolution (or such otherdate as may be specified therein or determined as therein provided) in proportion to theirthen holdings of Ordinary Shares and applying such sum on their behalf in paying up infull unissued Ordinary Shares (or, subject to any special rights previously conferred on anyshares or class of shares for the time being issued, unissued shares of any other class) forallotment and distribution credited as fully paid up to and amongst them as bonus shares inthe proportion aforesaid.122.3 The Directors may do all acts and things considered necessary or expedient to give effectto any such capitalisation, with full power to the Directors to make such provisions as theythink fit for any fractional entitlements which would arise on the basis aforesaid (includingprovisions whereby fractional entitlements are disregarded or the benefit thereof accrues tothe Company rather than to the members concerned). The Directors may authorise anyperson to enter on behalf of all the members interested into an agreement with theCompany providing for any such capitalisation and matters incidental thereto and anyagreement made under such authority shall be effective and binding on all concerned.123 Scrip DividendsSCRIP DIVIDENDS AND DIVIDEND REINVESTMENT123.1 Subject as hereinafter provided, the Directors may offer to ordinary shareholders the rightto receive, in lieu of dividend (or part thereof), an allotment of new Ordinary Sharescredited as fully paid.123.2 The Directors shall not make such an offer unless so authorised by an Ordinary Resolutionpassed at any General Meeting, which authority may extend to dividends declared or paidprior to the fifth Annual General Meeting of the Company occurring thereafter but nofurther Provided that this Article shall, without the need for any further OrdinaryResolution, authorise the Directors to offer rights of election in respect of any dividenddeclared or proposed after the date of the adoption of these Articles and at or prior to theAnnual General Meeting in the year 2004.123.3 The Directors may either offer such rights of election in respect of the next dividend (orpart thereof) proposed to be paid; or may offer such rights of election in respect of thatdividend and all subsequent dividends, until such time as the election is revoked; or mayallow shareholders to make an election in either form.123.4 The basis of allotment on each occasion shall be determined by the Directors so that, asnearly as may be considered convenient including rounding the ratio on which entitlementsare based up or down to the nearest number of whole Ordinary Shares, the value(calculated by reference to the average quotation) of the additional Ordinary Shares to beallotted in lieu of any amount of dividend shall be not less than an amount equal to the netA09099335/0.6/04 Mar 2008 - 48 -