Anglo American Annual Report 2012

GOVERNANCE DIRECTORS’ REPORTIssue of sharesSubject to the provisions of theCompanies Act relating to authorityand pre-emption rights and of anyresolution of the Company in a UKgeneral meeting, all unissued sharesof the Company shall be at the disposalof the directors and they may allot(with or without conferring a right ofrenunciation), grant options over, orotherwise dispose of them to suchpersons at such times, and on suchterms, as they think proper.Shares in uncertificated formDirectors may determine that any classof shares may be held in uncertificatedform and title to such shares may betransferred by means of a relevantsystem, or that shares of any classshould cease to be so held andtransferred. Subject to the provisionsof the Companies Act, the CRESTregulations and every other statute,statutory instrument, regulation ororder for the time being in forceconcerning companies and affectingthe Company (together, the Statutes),the directors may determine that anyclass of shares held on the branchregister of members of the Companyresident in South Africa, or any otheroverseas branch register of themembers of the Company, may beheld in uncertificated form inaccordance with any system outsidethe UK that enables title to such sharesto be evidenced and transferredwithout a written instrument and whichis a relevant system. The provisions ofthe Articles shall not apply to sharesof any class that are in uncertificatedform to the extent that the Articles areinconsistent with the holding of sharesof that class in uncertificated form, thetransfer of title to shares of that classby means of a relevant system or anyprovision of the CREST regulations.Deadlines for exercisingvoting rightsVotes are exercisable at a generalmeeting of the Company in respect ofwhich the business being voted uponis being heard. Votes may be exercisedin person, by proxy, or in relation tocorporate members, by corporaterepresentative. The Articles provide adeadline for submission of proxy formsof not less than 48 hours before thetime appointed for the holding of themeeting or adjourned meeting.Variation of rightsSubject to statute, the Articles specifythat rights attached to any class ofshares may be varied with the writtenconsent of the holders of not less thanthree quarters in nominal value of theissued shares of that class, or with thesanction of an extraordinary resolutionpassed at a separate general meetingof the holders of those shares. At everysuch separate general meeting thequorum shall be two persons holding,or representing by proxy, at least onethird in nominal value of the issuedshares of the class (calculatedexcluding any shares held as treasuryshares). The rights conferred upon theholders of any shares shall not, unlessotherwise expressly provided in therights attaching to those shares, bedeemed to be varied by the creationor issue of further shares rankingpari passu with them.Transfer of sharesAll transfers of shares that are incertificated form may be effectedby transfer in writing in any usual orcommon form or in any other formacceptable to the directors and maybe under hand only. The instrumentof transfer shall be signed by or onbehalf of the transferor and (exceptin the case of fully paid shares) by oron behalf of the transferee. Thetransferor shall remain the holder ofthe shares concerned until the nameof the transferee is entered in theregister of shareholders. All transfersof shares that are in uncertificatedform may be effected by means of theCREST system.The directors may decline to recogniseany instrument of transfer relating toshares in certificated form unless it:(a) is in respect of only one class ofshare; and(b) is lodged at the transfer office (dulystamped if required) accompaniedby the relevant share certificate(s)and such other evidence as thedirectors may reasonably requireto show the right of the transferorto make the transfer (and, if theinstrument of transfer is executedby some other person on his/herbehalf, the authority of that personso to do).The directors may, in the case ofshares in certificated form, in theirabsolute discretion and withoutassigning any reason therefor, refuseto register any transfer of shares (notbeing fully paid shares) provided that,where any such shares are admitted tothe Official List of the London StockExchange, such discretion may not beexercised in such a way as to preventdealings in the shares of that classfrom taking place on an open andproper basis. The directors may alsorefuse to register an allotment ortransfer of shares (whether fully paidor not) in favour of more than fourpersons jointly.If the directors refuse to register anallotment or transfer, they shall sendthe refusal to the allottee or thetransferee within two months after thedate on which the letter of allotment ortransfer was lodged with the Company.A shareholder does not need to obtainthe approval of the Company, or ofother shareholders of shares in theCompany, for a transfer of shares totake place.132 Anglo American plc Annual Report 2012