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Ordinary resolutions

To consider, and if thought fit, to pass the following ordinary resolutions:

  1. To receive the financial statements of the Company and the Group and the reports of the directors and auditors for the year ended 31 December 2006.
  2. To declare a final dividend of 75 US cents per ordinary share, payable on 3 May 2007 to those shareholders registered at the close of business on 16 March 2007.
  3. To elect Cynthia Carroll as a director of the Company. 1
  4. To re-elect Chris Fay as a director of the Company. 1
  5. To re-elect Sir Rob Margetts as a director of the Company. 1
  6. To re-elect Nicky Oppenheimer as a director of the Company. 1
  7. To re-appoint Deloitte & Touche LLP as auditors of the Company for the ensuing year.
  8. To authorise the directors to determine the remuneration of the auditors.
  9. To approve the directors' remuneration report for the year ended 31 December 2006 set out in the Annual Report.
  10. That the authority to allot relevant securities conferred on the directors by Article 9.2 of the Company's Articles of Association be renewed until the date of the annual general meeting in 2008 up to an aggregate nominal amount of US$74 million (148 million ordinary shares). 2

Special resolutions

To consider and, if thought fit, to pass the following special resolutions:

  1. That subject to the passing of ordinary resolution number 10, the power to allot equity securities wholly for cash conferred on the directors by Article 9.3 of the Company's Articles of Association be renewed until the date of the annual general meeting in 2008 up to an aggregate nominal amount of US$37 million (74 million ordinary shares). 3
  2. That the Company be and is generally and unconditionally authorised for the purpose of Section 166 of the Companies Act 1985 to make market purchases (within the meaning of Section 163(3) of the Companies Act 1985) of ordinary shares of US$0.50 each in the capital of the Company provided that:
    1.  The maximum number of ordinary shares of US$0.50 each in the capital of the Company authorised to be acquired is 148 million;
    2.  The minimum price which may be paid for an ordinary share is US$0.50, which amount shall be exclusive of expenses;
    3. The maximum price which may be paid for an ordinary share is an amount (exclusive of expenses) equal to the higher of 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 the amount stipulated by Article 5(1)of the Buy-back and Stabilisation Regulations 2003; and
    4. The authority hereby conferred shall expire at the conclusion of the annual general meeting of the Company to be held in 2008 (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. 4
  3. That the Company be authorised, subject to and in accordance with the provisions of the Companies Act 2006 and the Company's Articles of Association, to send, convey or supply all types of notices, documents or information to the members by means of electronic equipment for the processing (including digital compression), storage and transmission of data, employing wires, radio optical technologies, or any other electromagnetic means, including by making such notices, documents or information available on a website. 5
  4. That the Company's Articles of Association be amended in accordance with the Schedule of Amendments set out as Appendix 1 to the Notice of Annual General Meeting dated 14 March 2007, and which is produced to the meeting and initialled by the Chairman for the purpose of identification. 6

By order of the Board of directors:

Nicholas Jordan
Company Secretary
Anglo American plc
20 Carlton House Terrace
London SW1Y 5AN
Registered Number 3564138
14 March 2007

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