Articles of Association PDF - Anglo American

execution and/or discharge of his duties and/or the exercise or purported exercise of hispowers and/or otherwise in relation to or in connection with his duties, powers or officeincluding (without prejudice to the generality of the foregoing) any liability incurred byhim in defending any proceedings, civil or criminal, which relate to anything done oromitted or alleged to have been done or omitted by him as an officer or employee of theCompany and in which judgment is given in his favour (or the proceedings are otherwisedisposed of without any finding or admission of any material breach of duty on his part) orin which he is acquitted or in connection with any application under any statute for relieffrom liability in respect of any such act or omission in which relief is granted to him by theCourt.139.2 Subject to the Companies Acts and rules made by the UK Listing Authority the Companymay indemnify a Director of the Company and any Associated Company of the Companyif it is the trustee of an occupational pension scheme (within the meaning of Section 235(6)of the Companies Act 2006).139.3 Where a Director or officer is indemnified against any liability in accordance with thisparagraph 139.3, such indemnity shall extend to all costs, charges, losses, expenses andliabilities incurred by him in relation thereto.139.4 In this Article “Associated Company” shall have the meaning given thereto by Section 256of the Companies Act 2006.140 Insurance140.1 Without prejudice to paragraph 139.1 above the Directors shall have power to purchaseand maintain insurance for or for the benefit of any person who is or was at any time aDirector or officer of any Relevant Company (as defined in paragraph 140.2 below) or whois or was at any time a trustee of any pension fund or employees’ share scheme in whichemployees of any Relevant Company are interested, including (without prejudice to thegenerality of the foregoing) insurance against any liability incurred by him in respect ofany act or omission in the actual or purported execution and/or discharge of his dutiesand/or in the exercise or purported exercise of his powers and/or otherwise in relation tohis duties, powers or offices in relation to any Relevant Company, or any such pensionfund or employees’ share scheme.140.2 For the purpose of paragraph 140.1 above “Relevant Company” shall mean the Company,any holding company of the Company or any other body, whether or not incorporated, inwhich the Company or such holding company or any of the predecessors of the Companyor of such holding company has or had any interest whether direct or indirect or which is inany way allied to or associated with the Company, or any subsidiary undertaking of theCompany or of such other body.141 Defence expenditure141.1 Subject to the provisions of and so far as may be permitted by the Statutes and rules madeby the UK Listing Authority, the Company:A09099335/0.6/04 Mar 2008 - 55 -