Anglo American Annual Report 2012

ANNUAL GENERAL MEETINGThe AGM will be held on 19 April 2013,when shareholders will have theopportunity to put questions to theBoard, including the chairmen of thevarious committees. A separatebooklet enclosed with this reportcontains the notice convening themeeting together with a descriptionof the business to be conducted.Facilities have been put in place toenable shareholders on the UKregister to receive communicationselectronically rather than by mail and,for those unable to attend the meeting,to cast their votes by electronic means,including those shareholders whoseshares are held in the CREST system.In accordance with best practice,voting on each resolution to beproposed at the AGM will beconducted on a poll rather than by ashow of hands. The results of the pollwill be announced to the press and onthe Company’s website.ELECTRONIC COMMUNICATIONSSince the implementation of theelectronic communications provisionsin the Companies Act 2006, theCompany has substantially reducedthe cost of annual report productionand distribution. Shareholders mayelect to receive notification by email ofthe availability of the annual report onthe Company’s website instead ofreceiving paper copies.ADDITIONAL INFORMATIONFOR SHAREHOLDERSSet out below is a summary of certainprovisions of the Company’s currentArticles and applicable English lawconcerning companies (theCompanies Act 2006 (the CompaniesAct)) required as a result of theimplementation of the TakeoversDirective in English law. This is asummary only and the relevantprovisions of the Articles or theCompanies Act should be consultedif further information is required.Dividends and distributionsSubject to the provisions of theCompanies Act, the Company may byordinary resolution from time to timedeclare dividends not exceeding theamount recommended by the Board.The Board may pay interim dividendswhenever the financial position of theCompany, in the opinion of the Board,justifies such payment.The Board may withhold payment of allor any part of any dividends or othermonies payable in respect of theCompany’s shares from a person witha 0.25% interest or more (as defined inthe Articles) if such a person has beenserved with a notice after failing toprovide the Company with informationconcerning interests in those sharesrequired to be provided under theCompanies Act.Rights and obligations attachingto sharesThe rights and obligations attaching tothe ordinary and preference shares areset out in the Articles. The Articles mayonly be changed by a special resolutionpassed by the shareholders.VotingSubject to the Articles generally andto any special rights or restrictions asto voting attached by or in accordancewith the Articles to any class of shares,on a show of hands every memberwho is present in person at a generalmeeting shall have one vote and, ona poll, every member who is presentin person or by proxy shall have onevote for every share of which he/sheis the holder. It is, and has been forsome years, the Company’s practiceto hold a poll on every resolution atshareholder meetings.Where shares are held by trustees/nominees in respect of the Group’semployee share plans and the votingrights attached to such shares are notdirectly exercisable by the employees,it is the Company’s practice that suchrights are not exercised by the relevanttrustee/nominee.Under the Companies Act, membersare entitled to appoint a proxy, whoneed not be a member of theCompany, to exercise all or any of theirrights to attend and to speak and voteon their behalf at a general meetingor class meeting. A member mayappoint more than one proxy in relationto a general meeting or class meetingprovided that each proxy is appointedto exercise the rights attached to adifferent share or shares held bythat member. A member that is acorporation may appoint one or moreindividuals to act on its behalf at ageneral meeting or class meeting asa corporate representative. The debatearound s323 of the Companies Acthas been resolved so that where ashareholder appoints more than onecorporate representative in respectof its shareholding, but in respect ofdifferent shares, those corporaterepresentatives can act independentlyof each other, and validly vote indifferent ways.Restrictions on votingNo member shall, unless the directorsotherwise determine, be entitled inrespect of any share held by him/herto vote either personally or by proxyat a shareholders’ meeting, or toexercise any other right conferredby membership in relation toshareholders’ meetings, if any call orother sum presently payable by him/her to the Company in respect of thatshare remains unpaid. In addition, nomember shall be entitled to vote if he/she has been served with a notice afterfailing to provide the Company withinformation concerning interests inthose shares required to be providedunder the Companies Act.GovernanceAnglo American plc Annual Report 2012 131