Anglo American : AGM Resolutions

Company No 03564138

COMPANIES ACT 2006

RESOLUTIONS

OF

ANGLO AMERICAN PLC

(the "Company")

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At the ANNUAL GENERAL MEETING of the Company duly convened and held at The Mermaid London, Puddle Dock, London EC4V 3DB at 11:00 on 30 April 2024, the following resolutions were duly passed. Resolution 16 was passed as an ordinary resolution and Resolutions 17 to 19 were each passed as special resolutions:

1. To resolve that the directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for, or to convert any security into, shares of the Company up to a nominal value of US$36.7 million, which represents not more than 5% of the total issued share capital of the Company as at 23 February 2024. This authority shall expire at the earlier of the conclusion of the Annual General Meeting in 2025 or at the close of business on 30 June 2025 (whichever is earlier). Such authority shall be in substitution for all previous authorities pursuant to Section 551 of the Companies Act 2006.
2. To resolve that subject to the passing of resolution 16 above, the directors be authorised to allot shares wholly for cash pursuant to the authority granted by resolution 16 above and to sell treasury shares wholly for cash, in each case -
3. 1. in connection with a pre-emptive offer; and
   2. otherwise than in connection with a pre-emptive offer, up to a nominal value of US$18.3 million, which represents no more than 2.5% of the total issued ordinary share capital of the Company, in issue at 23 February 2024.

- as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment. This authority shall expire at the earlier of the conclusion of the Annual General Meeting in 2025 or the close of business on 30 June 2025 but so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution has expired and the directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not expired. Such authority shall be in substitution for all previous authorities pursuant to Section 561 of the Companies Act 2006.

19. To resolve that the Company be and is generally and unconditionally authorised for the purpose of Section 701 of the Companies Act 2006 to make market purchases (within the meaning of Section 693 of the Companies Act 2006) of ordinary shares of 5486/91 US cents each in the capital of the Company provided that:

1. the maximum number of ordinary shares of 5486/91 US cents each in the capital of the Company authorised to be acquired is 200.5 million;

1. the minimum price which may be paid for an ordinary share is 5486/91 US cents, which amount shall be exclusive of expenses;
2. the maximum price which may be paid for an ordinary share is an amount (exclusive of expenses) equal to the higher of (i) 105% of the average of the middle market quotation for an ordinary share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased; and (ii) the higher of the price of the last independent trade and the highest current bid on the trading venues where the purchase is carried out; and
3. the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2025 or at the close of business on 30 June 2025 (except in relation to the purchase of ordinary shares the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry) unless such authority is renewed prior to such time.

20. To resolve that a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

Certified as a true copy

____________________

Claire Murphy

Deputy Company Secretary

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