Articles of Association PDF - Anglo American

cash amount that such holders would have otherwise received by way of a dividend andmay not (unless authorised by a Special Resolution of the Company) exceed an amountequal to the sum of the net cash amount of such dividend together with the associated taxcredit. For such purposes, the “average quotation” of an Ordinary Share shall be (1) theaverage of the middle market quotations for a fully paid Ordinary Share of the Company asderived from the Daily Official List of the London Stock Exchange on the business day onwhich the Ordinary Shares are first quoted “ex” the relevant dividend and the foursubsequent business days, or (2) established in such other manner as may be determined bythe Directors, and “associated tax credit” shall be the tax credit which would be availableto the recipient of a dividend under section 231 of the Income and Corporation Taxes Act1988 on the assumption that such recipient is an individual resident in the United Kingdomfor taxation purposes.123.5 If the Directors determine to offer such right of election on any occasion they shall givenotice in writing to the ordinary shareholders of such right and shall issue forms of electionand shall specify the procedures to be followed in order to exercise such right Providedthat they need not give such notice to the recipient of a direction notice in accordance withArticle 61.3(a) or to a shareholder who has previously made, and has not revoked, anearlier election to receive Ordinary Shares in lieu of all future dividends, but instead shallsend him a reminder that he has made such an election, indicating how that election maybe revoked in time for the next dividend proposed to be paid.123.6 On each occasion the dividend (or that part of the dividend in respect of which a right ofelection has been accorded) shall not be payable on Ordinary Shares in respect whereof theshare election has been duly exercised and has not been revoked (the “elected OrdinaryShares”), and in lieu thereof additional shares (but not any fraction of a share) shall beallotted to the holders of the elected Ordinary Shares on the basis of allotment determinedas aforesaid. For such purpose the Directors shall capitalise, out of such of the sumsstanding to the credit of reserves (including any share premium account or capitalredemption reserve) or profit and loss account as the Directors may determine, a sum equalto the aggregate nominal amount of additional Ordinary Shares to be allotted on thatoccasion on such basis and shall apply the same in paying up in full the appropriatenumber of unissued Ordinary Shares for allotment and distribution to and amongst theholders of the elected Ordinary Shares on such basis.123.7 The additional Ordinary Shares so allotted on any occasion shall rank pari passu in allrespects with the fully-paid Ordinary Shares in issue on the record date for the relevantdividend save only as regards participation in the relevant dividend.123.8 Article 122 shall apply (mutatis mutandis) to any capitalisation made pursuant to thisArticle.123.9 No fraction of an Ordinary Share shall be allotted. The Directors may make such provisionas they think fit for any fractional entitlements including, without limitation, provisionwhereby, in whole or in part, the benefit thereof accrues to the Company and/or fractionalentitlements are accrued and/or retained and in either case accumulated on behalf of anyordinary shareholder.A09099335/0.6/04 Mar 2008 - 49 -