No. 14654651
THE COMPANIES ACT 2006
Articles of Association
of
AngloGold Ashanti plc
ARTICLES OF ASSOCIATION
of
AngloGold Ashanti plc
(Adopted by a special resolution passed on 12 June 2023)
The articles prescribed in any legislation relating to companies do not apply as the articles of the company.
Shares
The liability of the company’s members is limited to any unpaid amount on the shares in the company held by them.
The company can issue shares with any rights or restrictions attached to them as long as this is not restricted by any rights attached to existing shares. These rights or restrictions can be
decided either by an ordinary resolution passed by the shareholders or by the directors as long as there is no conflict with any resolution passed by the shareholders. These rights and restrictions will apply to the relevant shares as if they were
set out in these articles.
The directors are generally and unconditionally authorised to:
The directors may allot equity securities (as defined in the Companies Act 2006) pursuant to article 5 and/or sell ordinary shares held by the company as treasury shares for cash as if section 561
of the Companies Act 2006 did not apply to any such allotment or sale, provided that such power shall apply until the date that is five years after the date on which these articles were adopted and shall be in addition to any power granted to the
directors by a special resolution of the company.
With effect from implementation of the AGA scheme, and notwithstanding anything to the contrary in these articles, the company will comply with the requirements of Rule 312.03(c) of the New York
Stock Exchange’s Listed Company Manual and related definitions (such rule, the “20% Rule”) as if the 20% Rule applied to the company. Any shareholder approval required under the 20% Rule shall be by way of an
ordinary resolution of the shareholders.
Subject to any rights attached to existing shares, the company can issue shares which can be redeemed. This can include shares which can be redeemed if the holders want to do so, as well as
shares which the company can insist on redeeming. The directors can decide on the terms and conditions and the manner of redemption of any redeemable share. These terms and conditions will apply to the relevant shares as if they were set out in
these articles.
If the legislation allows this, the rights attached to any class of shares can be changed in a way provided by those rights or if no such provision is made, if the change is approved either in
writing by shareholders holding at least three quarters of the issued shares of that class by amount (excluding any shares of that class held as treasury shares) or by a special resolution passed at a separate meeting of the holders of the relevant
class of shares. This is called a “class meeting”.
All the articles relating to general meetings will apply to any such class meeting, with any necessary changes. The following changes will also apply:
The provisions of this article will apply to any change of rights of shares forming part of a class. Each part of the class which is being treated differently is treated as a separate class in
applying this article.
If new shares are created or issued which rank equally with, or subsequent to, any other existing shares, or if the company purchases or redeems any of its own shares or makes any other return of
capital on any other class of shares, the rights of the existing shares will not be regarded as changed or abrogated unless the terms of the existing shares expressly say otherwise.
In connection with any share issue or any sale of treasury shares for cash, the company can use all the powers given by the legislation to pay a commission or brokerage. The company can pay the
commission in cash or by allotting fully or partly-paid shares or other securities or by a combination of both.
The company will only be affected by, or recognise, a current and absolute right to whole shares. The fact that any share, or any part of a share, may not be owned outright by the registered
owner (for example, where a share is held by one person as a nominee or otherwise as a trustee for another person) is not of any concern to the company. This applies even if the company knows about the ownership of the share. The only exceptions to
this are where the rights of the kind described are expressly given by these articles or are of a kind which the company has a legal duty to recognise.
Uncertificated shares do not form a class of shares separate from certificated shares with the same rights.
and, without affecting the general nature of this article, no provision of these articles applies so far as it is inconsistent with the maintenance, keeping or entering up of a register of
securities in respect of uncertificated shares which is maintained by the operator of a relevant system, so long as that is permitted or required by the uncertificated securities rules.
Share certificates must be sealed or made effective in such other way as the directors decide, having regard to the terms of issue and any listing requirements. The directors can resolve that
signatures on any share certificates can be applied to the certificates by mechanical or other means or can be printed on them or that signatures are not required. A share certificate must state the number and class of shares to which it relates and
the amount paid up on those shares.
Every share certificate will be sent at the risk of the member or other person entitled to the certificate. The company will not be responsible for any share certificate which is lost or delayed
in the course of delivery.
The company has a lien on all partly paid shares. This lien has priority over claims of others to the shares. The lien is for any money owed to the company for the shares. The directors can
decide to give up any lien which has arisen and can also decide to suspend any lien which would otherwise apply to particular shares.
If a shareholder fails to pay the company any amount due on the shareholder’s partly paid shares, the directors can enforce the company’s lien by selling all or any of them in any way they
decide. The directors cannot, however, sell the shares until all the following conditions are met:
The directors can authorise any person to sign a document transferring the shares. Any such transferee will not be bound to ensure that the purchase moneys for such shares are transferred to the
person whose shares have been sold, nor will any such transferee’s ownership of the shares be affected by any irregularity or invalidity in relation to the sale to them.
If the directors sell any shares on which the company has a lien, the proceeds will first be used to pay the company’s expenses associated with the sale. The remaining money will be used to pay
off the amount which is then payable on the shares and any balance will be passed to the former shareholder or to any person who would otherwise be entitled to the shares by law. But the company’s lien will also apply to any such balance to cover
any money still due to the company in respect of the shares which is not immediately payable. The company has the same rights over the money as it had over the shares immediately before they were sold. The company need not pay over anything until
the certificate representing the shares sold has been delivered to the company for cancellation.
The directors can call on shareholders to pay any money which has not yet been paid to the company for their shares. This includes the nominal value of the shares and any premium which may be
payable on those shares. The directors can also make calls on people who are entitled to shares by law. If the terms of issue of the shares allow this, the directors can do any one or more of the following:
A shareholder who has received at least 14 clear days’ notice giving details of the amount called and of the time and place for payment, must pay the call as required by the notice. A person
remains liable jointly and severally with the successors in title to the shares held by that person to pay calls even after that person has transferred the shares to which they relate.
A call is treated as having been made as soon as the directors have passed a resolution authorising it.
Joint shareholders are jointly and severally liable to pay any calls in respect of their shares. This means that any of them can be sued for all the money due on the shares or they can be sued
together.
Where a call is made and the money due remains unpaid, the shareholder will be liable to pay interest on the amount unpaid from the day it is due until it has actually been paid at the rate fixed
by the terms of issue of the share or in the notice of the call or, if no rate is fixed, at an appropriate rate determined by the directors (not to exceed 15 per cent. per annum unless the company determines otherwise by ordinary resolution). The
directors can decide to forego payment of any or all of such interest or expenses.
If the terms of a share require any money to be paid at the time of allotment, or at any other fixed date, the money due will be treated in the same way as a valid call for money on shares which
is due on the same date. If this money is not paid, everything in these articles relating to non payment of calls applies. This includes articles which allow the company to forfeit or sell shares and to claim interest.
On or before an issue of shares, the directors can decide that shareholders can be called on to pay different amounts or that they can be called on at different times.
The directors can accept payment in advance of some or all of the money from a shareholder before the shareholder is called on to pay that money. The directors can agree to pay interest on money
paid in advance until it would otherwise be due to the company. The rate of interest (not to exceed 15 per cent. per annum unless the company determines otherwise by ordinary resolution) will be decided by the directors.
If a shareholder fails to pay the whole or any part of a call or an instalment of a call when due, the directors can send the shareholder a notice requiring payment of the unpaid amount, together
with any interest accrued and any expenses incurred by the company as a result of the failure to pay.
This notice must:
If the notice is not complied with, the shares it relates to can be forfeited at any time while any amount is still outstanding. This is done by the directors passing a resolution stating that
the shares have been forfeited. The forfeiture will extend to all dividends and other sums payable in respect of the forfeited shares which have not been paid before the forfeiture. The directors can accept the surrender of any share which would
otherwise be forfeited. Where they do so, references in these articles to forfeiture include surrender.
After a share has been forfeited, the company will notify the person whose share has been forfeited. However, the share will still be forfeited even if such notice is not given.
When a person’s shares have been forfeited, the person will lose all rights as shareholder in respect of those forfeited shares. The shareholder must return any share certificate for the
forfeited shares to the company for cancellation. However, the shareholder will remain liable to pay calls which have been made, but not paid, before the shares were forfeited. The shareholder also continues to be liable for all claims and demands
which the company could have made relating to the forfeited share. The shareholder must pay interest on any unpaid amount until it is paid. The rate of interest (not to exceed 15 per cent. per annum unless the company determines otherwise by
ordinary resolution) will be decided by the directors. The shareholder is not entitled to any credit for the value of the share when it was forfeited or for any consideration received on its disposal unless the directors decide to allow credit for
all or any of that value.
The declaration will be evidence of these facts which cannot be disputed.
Unless these articles say otherwise, any shareholder can transfer some or all of their certificated shares to another person. A transfer of certificated shares must be made in writing and either
in the usual standard form or in any other form approved by the directors.
Unless these articles say otherwise, any shareholder can transfer some or all of their uncertificated shares to another person. A transfer of uncertificated shares must be made through the
relevant system and must comply with the uncertificated securities rules.
The person making a transfer will continue to be treated as a shareholder until the name of the person to whom the share is being transferred is put on the register for that share.
The directors can refuse to register the transfer of any shares which are not fully paid.
Where a share has not yet been entered on the register, the directors can recognise a renunciation by that person of their right to the share in favour of some other person. Such renunciation
will be treated as a transfer and the directors have the same powers of refusing to give effect to such a renunciation as if it were a transfer.
No fee is payable to the company for transferring shares or registering changes relating to the ownership of shares.
A person who becomes entitled to a share as a result of the death or bankruptcy of a shareholder or some other event which gives rise to the transmission of the share by operation of law must
provide any evidence of such entitlement which is reasonably required. In the case of certificated shares, the directors must note this entitlement in the register within two months of receiving such evidence.
unless the directors decide to allow this.
Any resolution authorising the company to sub-divide any of its shares can provide that, as between the holders of the divided shares, different rights (including deferred rights) and restrictions
of a kind which the company can apply to new shares can apply to different divided shares.
The directors have the power to deal with any fractions of shares arising from any consolidation, consolidation and division, division or otherwise. For example, they can decide that fractions
are aggregated and sold or deal with fractions in some other way. The directors can arrange for any shares representing fractions to be entered in the register as certificated shares if they consider that this makes it easier to sell them. The
directors can sell those shares to anyone, including the company, and can authorise any person to transfer or deliver the shares to the buyer or in accordance with the buyer’s instructions. The buyer does not have to take any steps to see how any
purchase moneys are used and the buyer’s ownership will not be affected if the sale is irregular or invalid in any way.
Shareholder meetings
If the directors in their discretion consider that it is impracticable or undesirable to hold a general meeting, whether generally or on the date or at the time or place (or places in the case of
a satellite meeting) stated in the notice calling the meeting or by means of the electronic facilities available for that meeting or if otherwise the directors in their discretion consider it appropriate to change other arrangements in relation to a
general meeting, they can move or postpone (either sine die or to another date, time or place) the meeting or change, cancel or introduce any electronic facility or make other changes in respect of the meeting (or do any of these things). Notice of
the date, time and place (or places in the case of a satellite meeting) of, or other changes in respect of, any rearranged meeting will be given as the directors in their discretion decide. Notice of the business of the meeting does not need to be
given again. If a meeting is rearranged in this way, proxy forms are valid if they are received as required by these articles not less than 48 hours before the time of the rearranged meeting. The directors can also move, postpone, or make other
changes in respect of, the rearranged meeting under this article (or do any of these things).
Before a general meeting starts to do business, there must be a quorum present. Unless these articles say otherwise, a quorum for all purposes is one or more shareholders present in person or by
proxy who together hold at least 25 per cent. of the issued shares (excluding any shares held as treasury shares), provided that where a shareholder is present by one or more proxies, each proxy shall be treated as holding only the shares in respect
of which it is authorised to exercise voting rights. They can be shareholders who are personally present or proxies for shareholders or a combination of both. If a quorum is not present, a chair of the meeting can still be chosen and this will not
be treated as part of the business of the meeting.
The chair of a meeting shall be entitled to, and can, take any action the chair considers appropriate (including to eject (physically or electronically) any person from the meeting) to facilitate
proper and orderly conduct at the general meeting, the appropriate behaviour (including use of language) of persons attending the meeting, the proportionate discussion of any item of business of the meeting and the maintenance of good order
generally. The chair’s decision on any such matters, points of order, matters of procedure or other matters that arise incidentally from the business of a meeting is final, as is the chair’s decision on whether a point or matter is of this nature.
Each director can attend and speak at any general meeting of the company. The chair of a meeting can also allow anyone to attend and speak where the chair considers that this will help the
business of the meeting.
The chair of the meeting does not need the consent of the meeting to adjourn it for any of these reasons to a time, date and place (or places in the case of a satellite meeting) and with such means
of attendance and participation as the chair decides. The chair can also adjourn the meeting to a later time on the same day or indefinitely. If a meeting is adjourned indefinitely, the directors will fix the time, date and place of the adjourned
meeting.
If the continuation of an adjourned meeting is to take place three months or more after it was adjourned, notice of the adjourned meeting must be given in the same way as was required for the
original meeting. Except as provided in this article, there is no need to give notice of the adjourned meeting or of the business to be considered there.
No other amendment can be proposed to an ordinary resolution. The chair of the meeting can agree to the withdrawal of any proposed amendment before it is put to the vote.
If the chair of a meeting rules that a proposed amendment to any resolution under consideration is out of order, any error in that ruling will not affect the validity of a vote on the original
resolution.
Shareholders will be entitled to vote at a general meeting, whether on a show of hands or a poll, as provided in the legislation. Where a proxy is given discretion as to how to vote on a show of
hands this will be treated as an instruction by the relevant shareholder to vote in the way in which the proxy decides to exercise that discretion. This is subject to any special rights or restrictions as to voting which are given to any shares or
upon which any shares may be held at the relevant time and to these articles.
The chair of the meeting can also demand a poll before a resolution is put to the vote on a show of hands.
A demand for a poll can be withdrawn if the chair of the meeting agrees to this.
If no poll is demanded or a demand for a poll is withdrawn, any declaration by the chair of the meeting of the result of a vote on that resolution by a show of hands will stand as conclusive
evidence of the result without proof of the number or proportion of the votes recorded for or against the resolution.
If a poll is demanded in the way allowed by these articles, the chair of the meeting can decide when, where and how it will be taken. The result will be treated as the decision of the meeting at
which the poll was demanded, even if the poll is taken after the meeting.
If a poll is demanded on a vote to elect the chair of the meeting, or to adjourn a meeting, it must be taken immediately at the meeting. Any other poll demanded can either be taken immediately or
within 30 days from the date it was demanded and at a time and place or places and by means of such attendance and participation decided on by the chair of the meeting. It is not necessary to give notice for a poll which is not taken immediately.
A demand for a poll on a particular matter (other than on the election of the chair of the meeting or on the adjournment of the meeting) will not stop a meeting from continuing to deal with other
matters. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
If more than one joint shareholder votes (including voting by proxy), the only vote which will count is the vote of the person whose name is listed before the other voters on the register for the
share.
This article applies where a court or official claiming jurisdiction to protect people who are unable to manage their own affairs has made an order about the shareholder. The person appointed to
act for that shareholder can vote for the shareholder. The appointed representative can also exercise any other rights of the shareholder relating to meetings. This includes appointing a proxy, voting on a show of hands and voting on a poll.
Before the representative does so however, such evidence of the representative’s authority as the directors require must be received by the company not later than the latest time at which proxy forms must be received to be valid for use at the
relevant meeting or on the holding of the relevant poll.
Unless the directors decide otherwise, a shareholder cannot attend or vote shares at any general meeting of the company or upon a poll or exercise any other right conferred by membership in
relation to general meetings or polls if the shareholder has not paid all amounts relating to those shares which are due at the time of the meeting.
the objection or error must be raised or pointed out at the meeting (or the adjourned meeting) or poll at which the vote objected to is cast or at which the error occurs. Any objection or error
must be raised with or pointed out to the chair of the meeting. The decision of the chair of the meeting is final. If a vote is allowed at a meeting or poll, it is valid for all purposes and if a vote is not counted at a meeting or poll, this will
not affect the decision of the meeting or poll.
If such a proxy form is signed by an attorney and the directors require this, the power of attorney or other authority relied on to sign it (or a copy which has been certified by a notary or in
some other way approved by the directors, or an office copy) must be received with the proxy form.
at the address specified by the company for the receipt of appointments of proxy by electronic means:
If such a proxy form is signed by an attorney and the directors require this, the power of attorney or other authority relied on to sign it (or a copy which has been certified by a notary or in
some other way approved by the directors, or an office copy) must be received at such address, at the office or at any other place specified by the company for the receipt of such documents by the time set out in paragraph (i) or (ii) or (iii) above,
as applicable.
A proxy form will cease to be valid 12 months from the date of its receipt. But it will be valid, unless the proxy form itself states otherwise, if it is used at an adjourned meeting or on a poll
after a meeting or an adjourned meeting even after 12 months, if it was valid for the original meeting.
A proxy form can be in any form which the directors approve. A proxy form gives the proxy the authority to demand a poll or to join others in demanding a poll and to vote on any amendment to a
resolution put to, or any other business which may properly come before, the meeting. Unless it says otherwise, a proxy form is valid for the meeting to which it relates and also for any adjournment of that meeting.
Any vote cast in the way a proxy form authorises or any demand for a poll made by a proxy will be valid even though:
Any vote cast or poll demanded by a company representative will also be valid even though the company representative’s authority has been revoked.
However, this does not apply if written notice of the relevant fact has been received at the office (or at any other place specified by the company for the receipt of proxy forms) not later than
the last time at which a proxy form should have been received to be valid for use at the meeting or on the holding of the poll at which the vote was given or the poll taken.
If a separate general meeting of holders of shares of a class is called otherwise than for changing or abrogating the rights of the shares of that class, the provisions of these articles relating
to general meetings will apply to such a meeting with any necessary changes. A general meeting where ordinary shareholders are the only shareholders who can attend and vote in their capacity as shareholders will also constitute a separate general
meeting of the holders of the ordinary shares.
Directors
The company must have a minimum of two directors and a maximum of 20 directors (disregarding alternate directors).
The directors shall:
Subject to these articles, the company can, by passing an ordinary resolution, appoint any willing person to be a director, either as an extra director or to fill a vacancy where a director has
stopped being a director for some reason.
Subject to these articles, the directors can appoint any willing person to be a director, either as an extra director or as a replacement for another director.
At every annual general meeting all the directors at the date of the notice convening the annual general meeting shall retire from office and may offer themselves for
reappointment by the shareholders.
Subject to these articles, at the general meeting at which a director retires, shareholders can pass an ordinary resolution to re-appoint the director or to appoint some other eligible person in
place of the director.
In addition to any power to remove directors conferred by the legislation, the company can pass a special resolution to remove a director from office even though the director’s time in office has
not ended and can (subject to these articles) appoint a person to replace a director who has been removed in this way by passing an ordinary resolution.
Without prejudice to their rights under the legislation, the requisitioning person must deliver to the office within the timeframes specified in article 78:
or alternatively a description of any such agreement, arrangement, understanding or relationship;
Any identified person or breaching person (as defined under articles 14 or 141, respectively), shall not be entitled to nominate a director in accordance with this article for so long as they are in breach of a
statutory notice or any of the provisions of these articles, as applicable.
A director retiring at a general meeting retires at the end of that meeting or (if earlier) when a resolution is passed to appoint another person in the director’s place. Where a retiring
director is re-appointed, the director continues as a director without a break.
Any director automatically stops being a director if:
If a director stops being a director for any reason, that person will also automatically cease to be a member of any committee or sub-committee of the directors.
Subject to the terms of the company’s remuneration policy, the directors or any committee authorised by the directors may decide how much to pay each director by way of fees.
The directors or any committee authorised by the directors can award extra fees to any director who serves on any committee or who devotes special attention to the business of the company or who
otherwise, in their view, performs any special or extra services for the company. In the case of executive directors, extra fees can take the form of salary, commission, profit-sharing or other benefits (and can be paid partly in one way and partly
in another). This is all decided by the directors or any committee authorised by the directors.
The company can pay the reasonable travel, hotel and incidental expenses of each director incurred in attending and returning from general meetings, meetings of the directors or committees of the
directors or any other meetings which the director is entitled to attend as a director. The company will pay all other expenses properly and reasonably incurred by each director in connection with the company’s business or in the performance of
their duties as a director. The company can also fund a director’s or former director’s expenditure and that of a director or former director of any holding company of the company for the purposes permitted by the legislation and can do anything to
enable a director or former director or a director or former director of any holding company of the company to avoid incurring such expenditure all as provided in the legislation.
Conflicts of interest requiring authorisation by directors
Other conflicts of interest
Benefits
Quorum and voting requirements
General
The company may change its name by resolution of the directors.
The directors can exercise all the company’s powers:
Any appointment or delegation by the directors which is referred to in this article can be on any conditions decided on by the directors.
The company can keep an overseas, local or other register. The directors can make and change any regulations previously made by them relating to any of such registers.
The directors can exercise the powers under the legislation to make provision for the benefit of employees or former employees of the company or any of its subsidiaries in connection with the
cessation or transfer of the whole or part of the business of the company or that subsidiary.
Directors’ meetings
The directors can decide when and where to have meetings and how they will be conducted. They can also adjourn their meetings. A directors’ meeting can be called by any director. The secretary
must call a directors’ meeting if asked to by a director.
Directors’ meetings are called by giving notice to all the directors. Notice is treated as properly given if it is given personally, by word of mouth or in writing to the director’s last known
address or any other address given by the director to the company for this purpose. Any director can waive their entitlement to notice of any directors’ meeting, including one which has already taken place and any waiver after the meeting has taken
place will not affect the validity of the meeting or any business conducted at the meeting.
If no other quorum is fixed by the directors or specifically provided for in these articles, the majority of the directors then appointed are a quorum, save that if the
company only has two directors, one director shall constitute a quorum. Subject to these articles, if a director ceases to be a director at a directors’ meeting, that person can continue to be present and to act as a director and be counted in the
quorum until the end of the meeting if no other director objects and if otherwise a quorum of directors would not be present.
The directors can continue to act even if one or more of them stops being a director. If the number of directors falls below the minimum which applies under these articles (including any change
to that minimum number approved by an ordinary resolution of shareholders), or the number fixed as the quorum for directors’ meetings, the remaining director(s) may continue to act to (i) appoint further directors and convene general meetings to make
up the shortfall and (ii) to perform such other duties as are appropriate to maintain the company as a going concern and to comply with the company’s legal and regulatory obligations.
If no director or directors are willing or able to act under this article, any shareholder (excluding any shareholder holding shares as treasury shares) can call a general meeting to appoint extra
directors(s).
A directors’ meeting at which a quorum is present can exercise all the powers and discretions of the directors.
Matters to be decided at a directors’ meeting will be decided by a majority vote. If votes are equal, the chair of the meeting has a second, casting vote.
All or any of the directors can take part in a meeting of the directors by way of a conference telephone or any communication equipment which allows everybody to take part in the meeting by being
able to hear each of the other people at the meeting and by being able to speak to all of them at the same time. A person taking part in this way will be treated as being present at the meeting and will be entitled to vote and be counted in the
quorum.
A resolution in writing must be signed by a majority of the directors who at the time are entitled to receive notice of a directors’ meeting and who would be entitled to vote on the resolution at
a directors’ meeting, and who together meet the quorum requirement for directors’ meetings. This kind of resolution is just as valid and effective as a resolution passed by those directors at a meeting which is properly called and held. The
resolution can be passed using several copies of the resolution if each copy is signed by one or more directors.
Everything which is done by any directors’ meeting, or by a committee of the directors, or by a person acting as a director, or as a member of a committee, will be valid even if it is discovered
later that any director, or person acting as a director, was not properly appointed. This also applies if it is discovered later that anyone was disqualified from being a director, or had ceased to be a director or was not entitled to vote. In any
of these cases, anything done will be as valid as if there was no defect or irregularity of the kind referred to in this article.
Dividends
The company’s shareholders can declare dividends in accordance with the rights of the shareholders by passing an ordinary resolution. No such dividend can exceed the amount recommended by the
directors.
Notwithstanding article 116, if the directors consider that the financial position of the company justifies such payments, they can:
If the directors act in good faith, they will not be liable for any loss that any shareholders may suffer because a lawful dividend has been paid on other shares which rank equally with or behind
their shares.
If a shareholder owes the company any money for calls on shares or money in any other way relating to their shares, the directors can deduct any of this money from any dividend or other money
payable to the shareholder on or in respect of any share held by the shareholder. Money deducted in this way can be used to pay amounts owed to the company.
Unless the rights attached to any shares, or the terms of any shares, say otherwise, no dividend or other sum payable by the company on or in respect of its shares carries a right to interest from
the company.
For these purposes the directors can decide that different means of payment will apply to different shareholders or groups of shareholders.
then the dividend or other money will be treated as unclaimed for the purposes of these articles.
and reasonable enquiries have failed to establish any new postal address or account of the registered shareholder.
Where any dividends or other amounts payable on a share have not been claimed, the directors can invest them or use them in any other way for the company’s benefit until they are claimed. The
company will not be a trustee of the money and will not be liable to pay interest on it. If a dividend or other money has not been claimed for six years after being declared or becoming due for payment, it will be forfeited and go back to the
company unless the directors decide otherwise.
If recommended by the directors, the company can pass an ordinary resolution that a dividend be paid, and the directors can decide (without any shareholder approval requirement) that an interim
dividend be paid, wholly or partly, in each case, by distributing specific assets (and, in particular, paid up shares or debentures of any other company). Where any difficulty arises on such a distribution, the directors can resolve it as they
decide. For example, they can:
or where the directors believe that for any other reason the right should not be given.
The directors can do anything they think necessary to give effect to any such conversion into capital.
Unless the ordinary resolution states otherwise, a share premium account, a capital redemption reserve, merger reserve or any other reserve or fund representing unrealised profits, can only be used
to pay up in full the company’s shares that are then to be allotted and distributed, credited as fully paid, to shareholders (or to another person who the company determines shall hold such shares for and on behalf of the shareholders). Where the
sum capitalised is used to pay up in full shares that are then to be allotted and distributed, credited as fully paid, to shareholders (or to another person who the company determines shall hold such shares for and on behalf of the shareholders),
the company is also entitled to participate in the relevant distribution in relation to any shares of the relevant class held by it as treasury shares and the proportionate entitlement of the relevant class of shareholders to the distribution will be
calculated on this basis.
If any difficulty arises in connection with any distribution of any capitalised reserve or fund, the directors can resolve it in any way which they decide. For example, they can deal with
entitlements to fractions by deciding that the benefit of fractions belong to the company or that fractions are ignored or deal with fractions in some other way.
This article applies to any dividend on any shares, or any distribution, allotment or issue to the holders of any shares. This can be paid or made to the registered holder or holders of the
shares, or to anyone entitled in any other way, at a particular time on a particular day selected by the directors. It will be based on the number of shares registered at that time on that day, even if this is before any resolution to authorise what
is being done was passed. This article applies whether what is being done is the result of a resolution of the directors, or a resolution at a general meeting. The time and date can be before the dividend and so on is to be paid or made, or before
any relevant resolution was passed.
Service of notices
The company can send or supply copies of its strategic reports with supplementary material to its shareholders instead of copies of its full reports and accounts.
Where there are joint shareholders, the notice, document or other information can be sent or supplied to any one of the joint holders and will be treated as having been sent or supplied to all the
joint holders.
for the service, sending or supply of notices, documents or other information, shall not be entitled to receive any notice, document or other information from the company.
Where the company sends or supplies notices, documents or other information to shareholders, it can do so by reference to the shareholders’ register as it stands at any time not more than 15 days
before the date the notice, document or other information is sent or supplied. Any change of details on the register after that time will not invalidate the sending or supply and the company is not obliged to send or supply the same notice, document
or other information to any person entered on the shareholders’ register after the date selected by the company.
For a shareholder registered on a branch register, notices, documents or other information can be posted or despatched in the United Kingdom, the United States, South Africa or Ghana or in the
country where the branch register is kept.
If the postal service in any of the United Kingdom, the United States, South Africa or Ghana is suspended or restricted, the directors only need to give notice of a meeting to shareholders in the
affected countries with whom the company can communicate by electronic means and who have provided the company with an address for this purpose. The company must also publish the notice in at least one United Kingdom, one United States and one South
African national newspaper and make it available on its website from the date of such publication until the conclusion of the meeting or any adjournment of the meeting. If it becomes generally possible to send or supply notices by post in hard copy
form at least six clear days before the meeting, the directors will send or supply a copy of the notice by post to those who would otherwise receive it in hard copy form by way of confirmation.
General
A shareholder is not entitled to inspect any of the company’s accounting records or other books or papers unless:
Disclosure and takeovers
then such person shall extend an offer on the basis of (E) below to the holders of all the issued (and to be issued) shares in the company.
any offer made to shareholders of the same class shall not be on less favourable terms and if the acquisition is made during the offer period, the offeror shall increase its cash offer price to, or
make available a cash alternative at a price of, not less than the highest price paid for the interest in shares so acquired and must immediately announce that a revised offer will be made.
Miscellaneous
may only be brought in the courts of England and Wales.
GLOSSARY
About the Glossary
This Glossary is to help readers understand the company’s articles. Words are explained as they are used in the articles - they might mean different things in other documents. This Glossary is not legally part of the
articles and it does not affect their meaning. The explanations are intended to be a general guide - they are not precise. Words and expressions which are printed in bold in a definition have their own general explanation of their meaning which is
contained in this Glossary.
abrogate If the special rights of a share are abrogated, they are cancelled or withdrawn.
adjourn Where a meeting breaks up, to be continued at a later time or day, at the same or a different place.
allot When new shares are allotted, they are set aside for the person they are intended for. This will normally be after the person has agreed to pay for a new share, or has
become entitled to a new share for any other reason. As soon as a share is allotted, that person has the right to have their name put on the register of shareholders. When the person has been registered, the share has also been issued.
asset Anything which is of any value to its owner.
attorney An attorney is a person who has been appointed to act for another person. The person is appointed by a formal document, called a “power
of attorney”.
brokerage Commission which is paid to a broker by a company issuing shares where the broker’s clients have applied for shares.
call A call to pay money which is due on shares which has not yet been paid. This happens if the company issues shares which are partly
paid, where money remains to be paid to the company for the shares. The money which has not been paid can be “called” for. If all the money to be paid on a share has been paid, the share is called a “fully paid
share”.
capitalise To convert some or all of the reserves of a company into capital (such as shares).
capital redemption reserve A reserve which a company may have to set up to maintain the level of its capital base when shares are redeemed or bought back.
certificated form A shareholder holds a share or other security in certificated form if it is not able to be held in uncertificated form or, if it is able to be held in uncertificated form but that shareholder has requested that a certificate be issued for that share or other security (see
also uncertificated form).
company representative If a corporation owns shares, it can appoint a company representative to attend a shareholders’ meeting to speak and vote for it.
consolidate When shares are consolidated, they are combined with other shares - for example, three $1 shares might be consolidated into one new $3 share.
debenture A typical debenture is a long-term borrowing by a company. The loan usually has to be repaid at a fixed date in the future and carries a fixed rate of interest.
declare Generally, when a dividend is declared, it becomes due to be paid.
derivative claim An action which may be brought by a member on behalf of the company to enforce liability for breach by a director of the director’s duties to the company.
electronic form A document is in electronic form if it is either sent by electronic means or it is sent by other means while in an electronic form e.g. a CD ROM.
electronic means Communication or participation is by electronic means if it is by means of a telecommunications system. It includes
telephone communications, electronic mail and other devices or systems allowing electronic communication.
entitled to a share by law In some situations, a person will be entitled to have shares which are registered in somebody else’s name registered in their own name or to require
the shares to be transferred to another person. When a shareholder dies, or the sole survivor of joint shareholders dies, the shareholder’s personal representatives have this right. If a shareholder is made
bankrupt, the shareholder’s trustee in bankruptcy has the right.
ex dividend Once a share has gone ex-dividend, a person who buys the share in the market will not be entitled to the dividend which has been declared shortly before it was
bought. The seller remains entitled to this dividend even though it will be paid after the seller has sold the relevant share.
executed A document is executed when it is signed or sealed or made valid in some other way.
exercise When a power is exercised, it is used.
forfeit and forfeiture When a share is forfeited it is taken away from the shareholder and goes back to the company. This process is
called “forfeiture”. This can happen if a call on a partly paid share is not paid on time.
fully paid shares When all of the money or other property which is due to the company for a share has been paid or received, a share is called a “fully paid share”.
hard copy form A document is in hard copy form if it is in a paper copy or similar form.
indemnity and indemnify If a person gives another person an indemnity, the person giving the indemnity promises to make good any losses
or damage which the other might suffer. The person who gives the indemnity is said to “indemnify” the other person.
in issue See issue.
instruments Formal legal documents.
issue When a share has been issued, everything has been done by a company to make the shareholder the owner of the share. In particular, the shareholder’s name has been put on
the register. Existing shares which have been issued are called “in issue”.
joint and several liability A person who is jointly and severally liable is liable together with others and is also liable separately.
lien Where the company has a lien over shares, it can take the dividends, and any other payments relating to the shares which it has a lien over, or it can sell the shares, to
repay the debt and so on.
members Shareholders.
nominal amount or nominal value The amount of the share shown in a company’s account. The nominal value of the company’s ordinary shares
is $1 on the date on which these articles were adopted. This amount is shown on the share certificate for a share. When a company issues new shares this can be for a price which is at a premium to the nominal value. When shares are bought and sold on the stock market this can be for more, or less, than the nominal value. The nominal value is sometimes also called the “par value”.
officer The term officer includes (subject to the provisions of the articles) a director, secretary, any employee who reports directly to a director or any other person who the
directors decide should be an officer.
ordinary resolution A decision reached by a simple majority of votes - that is by more than 50 per cent. of the votes cast.
partly paid shares If any money remains to be paid on a share, it is said to be partly paid. The unpaid money can be “called” for.
personal representatives A person who is entitled to deal with the property (the “estates”) of a person who has died. If the person who
has died left a valid will, the will appoints “executors” who are personal representatives. If the person died without a will, the courts will appoint one or more “administrators” to be the personal representatives.
poll On a vote taken on a poll, the number of votes which a shareholder has will depend on the number of shares which the shareholder owns. An ordinary shareholder has one vote
for each share they own. A poll vote is different to a vote taken on a show of hands, where each person who is entitled to vote has just one vote, however many shares they own.
power of attorney A formal document which legally appoints one or more persons to act on behalf of another person.
pre-emption rights The right of some shareholders which is given by the legislation to be offered a proportion of certain classes of newly issued shares and other securities
before they are offered to anyone else. This offer must be made on terms which are at least as favourable as the terms offered to anyone else.
premium If a company issues a new share for more than its nominal value, the amount above the nominal value is the premium.
proxy A proxy is a person who is appointed by a shareholder to attend a meeting and vote for that shareholder. A proxy is appointed by using a proxy
form, which may be electronic. A proxy does not have to be a shareholder. A proxy can vote on a poll and on a show of hands under the company’s articles.
proxy form A form (including an electronic form) which shareholders can use to appoint a proxy to attend a meeting and vote on their
behalf. The proxy forms are sent out by the company and must be returned to the company before the meeting to which they relate.
quorum The minimum number of shareholders or directors who must be present before a shareholders’ or, as appropriate, directors’ meeting can start. When this number is reached,
the meeting is said to be “quorate”.
rank When either capital or income is distributed to shareholders, it is paid out according to the rank (or ranking) of the shares. For example, a share which ranks ahead of (or
above) another share in sharing in a company’s income is entitled to have its dividends paid first, before any dividends are paid on shares which rank below (or after) it. If there is not enough income to pay dividends on all shares, the available
income must be used first to pay dividends on shares which rank first, and then to shares which rank next. The same applies for repayments of capital. Capital must be paid first to shares which rank first in sharing in the company’s capital, and
then to shares which rank next. A company’s preference shares (if it has any) generally rank ahead of its ordinary shares.
redeem, redemption and redeemable When a share is redeemed, it goes back to the company in
return for a sum of money which was fixed (or calculated from a formula fixed) before the share was issued. This process is called “redemption”. A share which can be redeemed is called a “redeemable” share.
renounces and renunciation Where a share has been allotted, but nobody has been entered on the
share register for the share, it can be renounced to another person. This transfers the right to have the share registered to another person. This process is called “renunciation”.
reserves A fund which has been set aside in the accounts of a company - profits which are not paid out to shareholders as dividends, or used up in some other way, are held in a
reserve by the company.
revoke To withdraw or cancel.
satellite meeting Where a general meeting is held in more than one venue simultaneously, with those attending at different venues being able to communicate with each other by
electronic means, the meeting at any venue where the chair is not physically present is known as a satellite meeting.
shadow director Where the directors of a company are accustomed to act in accordance with directions or instructions given by a person, that person is known as a shadow
director. This does not include the company’s professional advisers.
share premium account If a new share is issued by a company for more than its nominal value, the
amount above the nominal value is the premium and the total of these premiums is held in a reserve
(which cannot be used to pay dividends) called the share premium account.
show of hands A vote where each person who is entitled to vote has just one vote, however many shares they hold.
special resolution A decision reached by a majority of at least 75 per cent. of votes cast.
special rights These are the rights of a particular class of shares as distinct from rights which apply to all shares generally. Typical examples of special rights are: where
the shares rank; their rights to sharing in income and assets; and voting rights.
statutory declaration A formal way of declaring something in writing. Particular words and formalities must be used - these are laid down by the Statutory Declarations Act of
1835.
sub-divide When shares are subdivided they are split into shares which have a smaller nominal amount. For example, a $1 share might be
subdivided into two 50c shares.
subject to Means that something else has priority, or prevails, or must be taken into account. When a statement is subject to something this means that the statement must be
read in the light of that other thing, which will prevail if there is any conflict.
subsidiary A company which is controlled by another company (for example, because the other company owns a majority of its shares) is called a subsidiary of that company. This
is defined in more detail in the legislation.
subsidiary undertaking This is a term used by the legislation. It has a wider meaning than subsidiary. Generally speaking, it is a
company which is controlled by another company because the other company:
treasury shares Shares in the company which were bought by the company as provided by the legislation and which have been held by the company continuously since being bought are
called treasury shares.
trustees People who hold property of any kind for the benefit of one or more other people under a kind of arrangement which the law treats as a “trust”.
uncertificated form A share or other security is held in uncertificated form if no certificate has been issued for it. A share or other security held in uncertificated form is
eligible for settlement in any relevant system.
underwriting A person who agrees to buy new shares if they are not bought by other people underwrites the share offer.
warrant or dividend warrant Similar to a cheque for a dividend.
Disclaimer
NO OFFER OR SOLICITATION
This communication is not intended to and does not constitute an offer or invitation to buy, exchange or sell nor a solicitation of an offer to buy, exchange or sell any securities or the solicitation of any vote or
approval in any jurisdiction in connection with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. An offer of securities in the United States
pursuant to a business combination transaction will only be made, as may be required, through a prospectus which is part of an effective registration statement filed with the US Securities and Exchange Commission (the “SEC”).
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, a registration statement on Form F-4 under the Securities Act of 1933 will be filed with the SEC. Investors and shareholders are urged to
read the registration statement when it becomes available, as well as other documents filed with the SEC, because they will contain important information. You may obtain copies of all documents filed with the SEC regarding the proposed
transaction and documents incorporated by reference at the SEC’s website at http://www.sec.gov. In addition, the effective registration statement will be made available for free to shareholders.