Transcript 2006

Transcript of the Annual General Meeting of Anglo American plc held in London on Tuesday, 25 April 2006

(11.00 am)

THE CHAIRMAN:

So good morning everyone and a very warm welcome to what is the eighth annual general meeting of the Anglo American Plc. Notice of the meeting was sent to all shareholders on 20th March and a quorum is, I believe, present. I therefore declare this meeting duly constituted.

I do have apologies for absence from Dr Mamphela Ramphele, who will be proposed later for election to the Board, and unfortunately Dr Ramphele cannot be here due to a prior commitment made before she was proposed for election.

The notice of the meeting has been in your hands, I think, for the prescribed period and I therefore propose it be taken as read. Is that satisfactory to you all? Thank you very much.

In accordance with best practice, we are going to hold a poll on each resolution. You should have been given a handset, a sort of zapper for voting later, and your shares should be registered on that, and if you have not been provided with it and you have shares or are a proxy can you please wave your arm and we will get one to you. Everybody got one? Good, excellent.

So, ladies and gentlemen, I am extremely happy to report 2005 was another year of strong prices for most of our commodities. This contributed to a 39% increase in underlying earnings. Given the strong cash generation achieved for the period, the Board is pleased to recommend an increase in the normal dividend to 90 US cents - an increase of 29% - together with a special dividend of 33 US cents per share. In addition we have commenced a share buy-back programme of $2 billion to be implemented during this year.

As the Chief Executive will outline in greater detail, during 2005 the Board carried out a strategic review that will result in the most significant change in the shape of our business since our listing in London. Over the last six years we have divested some $9 billion of non-core assets as part of a strategy of concentrating on our core natural resources businesses and of upgrading the quality of our assets. The decisions taken at the end of last year will move this strategy on to the next stage and will result in the creation of a more focused mining and quarrying business.

Our management team under Tony Trahar's strong leadership, has been making good progress with the implementation of this strategy. We expect all the key milestones to have been achieved well before next year's AGM. Tony is determined to drive through the completion of this programme. He has indicated to the Board that with the completion of this phase of the Group's development he believes it would be appropriate for him to make way for a new leader to oversee the next phase of our plans for growth. Since Tony will by then be approaching his normal retirement age, the Board has accepted the logic of this view. It provides us with the prospect of securing a smooth and orderly transition and of creating a leadership group with the prospect of many years in the job. We have, therefore, commenced a process of identifying a successor. Nevertheless, Tony's continuing commitment as Chief Executive to the completion of our strategic restructuring means that this is not the moment for valedictories, save to note the enormous contribution which Tony has made and continues to make to Anglo American's development and success.

During the year there were an unusually large number of changes to the Board. At last year's AGM you elected three new Executive Directors, David Hathorn, Rene Médori and Simon Thompson and one new Non-Executive, Ralph Alexander.

At the end of 2005 two Executive Directors, Tony Lea and Barry Davison, retired from the Board. Tony Lea was our Finance Director from the time of the formation of Anglo American in 1999 having previously served the Group for many years in both Anglo American Corporation and Minorco. He played a pivotal role in establishing the company's credibility with the investment community. Tony successfully handed over his role as Finance Director to René Médori last September, but continues to be available for advice. Barry Davison joined the Board in 2001 as Executive Chairman of Anglo Platinum. Barry is a man with a real passion for his product and he has played a major role in the rapid expansion of global platinum demand as well as in negotiations with the South African Government around the evolving black economic empowerment agenda. He continues as non-Executive Chairman of Anglo Platinum. We are grateful to both Tony and Barry for their contributions to the success of the Group.

From 1 January, Peter Woicke joined the Board and is proposed for election today. He has had a distinguished career in finance including as a Managing Director of the World Bank and as Chief Executive Officer of the International Finance Corporation.

It is with regret that I report the decision of Dr Maria Silvia Bastos Marques to step down from the Board after two and a half years. I would like to thank her for her distinctive and valued contribution to our deliberations. I am also delighted to recommend the election of Dr Mamphela Ramphele who has previously served as a Non-Executive Director of Anglo American Corporation of South Africa and as Vice Chancellor of the University of Cape Town. Dr Ramphele also brings a distinguished record of public service outside of South Africa including as a Managing Director of the World Bank.

These changes will bring the Board back into compliance with the Combined Code requirement that at least half of the Board should be made up of independent non-Executives - excluding myself.

For the coming year we will be making some changes to the composition of our Board Committees. Mr Phaswana will step down from the Remuneration Committee. Mr Margetts will be leaving the Audit Committee and will be replaced by Mr Woicke. Dr Ramphele and Mr Woicke will join the Nominations Committee. Mr Alexander and Dr Ramphele will join the Safety and Sustainable Development Committee.

I should like to thank those Directors who have chaired Board Committees: David Challen, Chairman of the Audit Committee; Chris Fay, who chairs the Safety and Sustainable Development Committee; Fred Phaswana who chairs the Nominations Committee; and Rob Margetts who has led our work on remuneration. I am grateful for the experience and judgment which each has brought to these important areas of our work.

The Chief Executive will report upon the Company's operational performance, but I would like to preface this with some comments on the changing international context in which we are working and to touch on some of the issues contained in our Report to Society 2005 – which was published last week and is available here today if you would like a copy.

Some 70% of our operations are in developing countries. In many of them government capacities are limited or lacking, institutions are often weak and poverty is a major challenge. The sectors in which we are active have a number of distinct characteristics. These include:

  • Firstly, our operations have significant environmental and social impacts that need to be carefully managed;
  • Secondly, since mining involves the extraction of a non-renewable natural resource it presents distinct challenges in relation to sustainable development. We therefore seek to ensure that during the lifetime of a mine we balance the depletion of a natural resource through growing the stock of social, human and man-made capital. This is not too difficult where there is an effective State that makes good use of tax revenues – but that is not always the case;
  • Thirdly, the revenues that we generate are often volatile and may cause macro-economic difficulties and extractive revenues have sometimes been subject to wholesale embezzlement by government; and
  • Fourthly, our assets are immobile and once we have committed to the development of an operation we have a clear incentive to manage relations with stakeholders in such a way as to minimise conflict and to promote stability and prosperity.

These distinctive challenges involve us in having to manage a wide range of increasingly salient social and political risks. These issues are not peripheral, but are fundamental to our continuing access to land and resources and to our ability to attract investors and the best talent.

Moreover, I think we are seeing a retreat from some of the protections of fiscal and regulatory stability that inward investors enjoyed in many countries during the late 1990s and the early years of the twenty-first Century. Fuelled in part by an increase in nationalism around the exploitation of natural resources and by the current boom in commodity prices, some governments have been seeking a proportionately higher tax take. In such situations, governments need to recall that investor confidence is important at times of famine as well as feast and they should avoid tax models which do not reflect market lows or which, through reducing margins, lessen the resources which can be viably developed.

However, there is an important risk management point here for extractive companies. Whilst we cannot and should not take on responsibilities that are properly those of governments, we also cannot stand aloof from major governance and social issues in the countries where we operate.

Thus, it is important for our industry to be actively engaged in maximising our beneficial impacts in areas like poverty reduction and to support good governance measures, such as the Extractive Industries Transparency Initiative or the International Council on Mining and Metals' Resource Endowment project. At a community level it is crucial too for us to understand the needs, priorities and concerns of the communities where we work through structured engagement and to seek, through our work in areas like training and supply chain development, to ensure that other skills and enterprises are generated to take the strain when mining stops in a locality. In all these areas, working alone and through initiatives like the International Council on Mining and Metals, the Global Compact, the Global Business Coalition on HIV/AIDS, and the new NEPAD Investment Climate Facility, I believe Anglo American to be at the forefront of addressing these strategic risks to our business.

I want to highlight one other area that relates to sustainable development, namely climate change. As a company with energy use equivalent to that of Finland, we have a corporate responsibility to manage and reduce our carbon impacts and to anticipate the likely regulatory developments and costs of carbon which society will impose. This is highly relevant to us as a major energy user – and hence our recent decision to increase our targeted energy saving from 12% to 15% by 2014, relative to our 2004 baseline – and to use an attributed cost of carbon in all new investment decisions. This makes sound commercial sense as well as being environmentally responsible.

We are also looking at the immediate commercial opportunities created by carbon trading; by instruments such as the Clean Development Mechanism and from power generation through the use of methane drained from coal beds before they are mined - contributing to safer mining as well as to prevention of greenhouse gas emissions. We are looking too to be closely involved in technological innovations designed to mitigate the effects of climate change through, for example, our membership of the US Government led public-private partnership FutureGen project; through investigating the potential impact of carbon capture and storage via our Monash project in Australia; and through Anglo Platinum's involvement in the development and application of fuel cell technologies.

Anglo American is a long-term business and it is essential that we understand the strategic and policy imperative which will impact upon our business going forward.

In closing I would like to place on record - on your behalf - the thanks of the Board to the Chief Executive and his management team and to all our staff for their efforts, ingenuity and commitment in delivering another fine set of results.

I will now ask Tony Trahar to provide an account of the financial and operational performance of the business and of progress in implementing our strategy.
Thank you.

TONY TRAHAR:

Thank you Chairman. I would like to start with a few words about strategy, then to review the financial and operational highlights of 2005 and to update you on how we are addressing the issue of safety at our operations.

Before moving to the substance of my remarks may I thank you for your kind words regarding my planned retirement next year. As you know, I suggested this timescale with the clear intention of first completing our strategic restructuring programme. This will be done with due dispatch after which it seems to me that it will be a good moment, at the age of 58, to hand over to a new leadership team so that they can oversee the next phase in the development and growth of the Group.

Over the seven years since Anglo American plc was listed in London, we have pursued a consistent, but steadily evolving, strategy designed:

  • To simplify our shareholding structure, especially through the unravelling of the cross-holding with De Beers, and to increase our transparency;
  • To develop a strong project portfolio as the foundation for value-enhancing growth;
  • To increase the synergies available to the Group in areas like information management, technology, procurement, sustainable development and human resources;
  • To further advance our strong sense of corporate social responsibility in the countries in which we operate; and
  • To improve the focus of our business through the disposal of non-core assets for value;

In 2005 and the early months of 2006 we have continued to implement this strategy and we have disposed of Boart Longyear, our mining equipment business, Samancor Chrome and a number of smaller business interests in our Ferrous and Industries division for $1.1 billion. More fundamentally, at the end of October, we announced the outcome of our strategic review that had at its heart the intention to focus increasingly on our core mining business. This will entail:

  • The listing of Mondi, our paper and packaging business on the London Stock Exchange;
  • The disposal of our South African steel and vanadium business, Highveld;
  • The restructuring of Tongaat Hulett, in which we own a 52% stake, so as to list separately its aluminium operations;
  • A strategic review of Tarmac's businesses with a view to improving its overall returns;
  • Reducing our stake in AngloGold Ashanti; and finally
  • Buying back $2 billion of our own shares.

On each front progress is being made.

Some shareholders may question why, given our planned focus on mining assets, we have chosen to reduce our exposure to AngloGold Ashanti at a time of rising gold prices. It is important to note the relatively small share of our earnings – some 3% in 2005 - that now comes from gold. But more particularly, gold companies have a distinctive group of investors and trade on different multiples compared with diversified mining companies. Thus, the value of our stake in AngloGold Ashanti has not been fully reflected in our overall market capitalisation. Already, through reducing our stake to some 41.8% we have realised some $1 billion in cash. The announcement of our strategy on AngloGold Ashanti and the steady progress with its implementation has been well received by the markets.

We will continue to support value creating opportunities in Mondi leading up to a separate listing. We can take credit for having built Mondi, through a combination of organic growth and shrewd acquisitions, into a major player in both business papers and packaging. Nevertheless, the time is now appropriate to prepare Mondi for a listing in its own right.

In regard to Tarmac – the core of our industrial minerals division – there are significant overlaps and synergies between its extractive businesses and many of the disciplines involved in mining. It also adds stability and geographical diversity to our earnings. Thus we continue to regard it as a core business whilst seeking to improve its margins and returns on capital. This process has already begun, with a number of smaller businesses having been identified for disposal, and recent acquisitions in Romania, Poland and the Czech Republic adding to its growing European base.

During 2005, Anglo American continued its track record of strong earnings growth, of increasing dividends to shareholders, of identifying and developing projects to underpin our future growth; and of rigorous cost control.

We reported record underlying earnings of $3.7 billion, an increase of 39% compared with 2004. We also achieved record production levels in coal, diamonds, iron ore, vanadium, nickel, zinc and platinum group metals and Base Metals, Ferrous Metals and Coal each generated their highest ever contribution to earnings. EBITDA was up by $1.9 billion at $9 billion - enabling us to reduce debt by almost 40% to $5 billion and to return some $2.5 billion to shareholders through a special dividend and buy-back programme.

These good results were driven by strong commodity prices and the continuing expansion of the Group's production base. Compared with 2004, the average prices in 2005 for a number of our key commodities were up 300% for vanadium, 71% for iron ore, 28% for copper; 32% for zinc; 6% for platinum and nickel and 9% for gold. This strength has continued into 2006 with copper up 51% at the end of the first quarter compared with a year before, zinc up 70%, platinum up 20% and gold up 29%. Moreover, the relative robustness of the performance of, and confidence in, the global economy has led most commentators to expect prices to remain firm during 2006. This is underpinned in the case of a number of commodities by relatively restricted supply growth and the steep increase in many mining and processing input costs, not least of which are rising energy cots. The increasing involvement of investment funds does, however, add a greater element of unpredictability to the markets and we have seen considerable price volatility in recent weeks.

But the scale of our earnings growth did not result from passivity in the face of rising prices. A number of measures that we have put in place over the last two years significantly enhanced our performance. An example of this was our ability to deliver $730 million in cost and efficiency savings in 2005, up 32% on 2004. Whilst preserving the entrepreneurial flexibility of our business units we have increasingly sought to leverage the resources of the Group more effectively across disciplines including procurement, talent management, and technical and research support. We are currently embarking upon a similar process in relation to Information Technology through a major infrastructure consolidation process. We are also planning a significant drive to support knowledge sharing and collaboration across business units and disciplines through our new global information portal.

In relation to growth opportunities, the most cost effective route is through the development of our own greenfield projects or brownfield expansions and we have one of the largest project pipelines in the industry. In 2005 we authorised several new platinum projects and Anglo Platinum expects to increase production from 2.45 million ounces last year to between 2.7 and 2.8 million ounces in 2006.

In coal we have agreed the expansion of the Dawson project and the go-ahead for the new Lake Lindsay colliery - both in Australia. These metallurgical coal projects represent an investment of $1.4 billion. I visited the Australian coal operations last month with the Chairman and the Safety Committee and we were most impressed with the potential for further expansion. In South Africa, and subject to regulatory clearances, we expect to see the $264 million Mafube project get under way and in Colombia an expansion at Cerrejon Coal from 28 million to 32 million tonnes per annum has been approved.

In 2005, the Board also approved a $559 million expansion of iron ore operations at Kumba's Sishen mine. This will increase production from the mine by 10 million tonnes by 2009. Our associate company, De Beers, is proceeding with the Snap Lake and Victor projects in Canada, and the Voorspoed project in South Africa. Our Base Metals operations are progressing feasibility studies for the new Barro Alto nickel project in Brazil; and for a major expansion at the Los Bronces copper mine in Chile.

In total, the Group has a current approved project portfolio of $6.7 billion with a further $10 billion to $15 billion of projects under consideration. These will underpin our growth prospects across the board.

Chairman, you referred to the importance of companies working with our host societies to address their major socio-economic challenges. This is particularly relevant for Anglo American in South Africa where a great deal still needs to be done to address the legacies of the apartheid era. Anglo American has been at the forefront of business attempts to spread opportunities to new black entrepreneurs. At the grassroots level this is reflected in our drive to procure more from BEE companies – this expenditure has grown from R800 million in 1999 to R9 billion in 2005. Last year we had the honour of hosting President Mbeki at an exhibition that he asked us to stage about the work of our Anglo Zimele, our business development incubator. At any one time this is invested in some 25 to 30 companies supporting over 2,000 jobs.

I am pleased to note that AngloGold Ashanti has been granted its new order mineral rights. In relation to equity ownership, the Anglo American Group has helped to catalyse the emergence of several major South African black-owned mining companies. Over the last year, we have facilitated, through our subsidiary, Kumba, the creation of the largest black-owned, managed and controlled mining company in South Africa and we have supported De Beers' genuinely broadly-based empowerment deal with Ponahalo.

We are also proud of the progress that is being made in establishing wider employee share ownership schemes across our Group in South Africa. We are making good progress too in increasing the proportion of historically disadvantaged South Africans in our management ranks.

We are looking at opportunities arising from new geographies. The balance of power in the world economy has been shifting dramatically over the last five years – a process which seems certain to accelerate – as the BRIC economies, Brazil, Russia, India and China, come increasingly to the fore. These economies and their material intensive growth patterns are to a large extent driving commodity markets – as did the demands of Japanese growth in the 1960s and 1970s.

We have a long-established presence in Brazil with identified expansion opportunities. In Russia our most significant asset is Mondi's Syktyvkar mill but we have also established a representative office in Moscow and are looking at further opportunities. India is already a significant market for a number of our products and we are looking to establish a representative office during 2006 to bring us closer to operational opportunities. In China, which is already a major market for our products, Tarmac, Kumba and Mondi each have small operations and AngloGold Ashanti and Anglo Platinum have active exploration programmes. Anglo Coal has a number of significant opportunities under review.

During 2005, we acquired a small stake in major Chinese coal producer, Shenhua. We intend to look not only at conventional opportunities to acquire and develop mines but also at new partnerships both within the BRIC economies and internationally with the significant companies that are emerging from these countries.

One of our greatest challenges has been to improve our safety record. We have made a lot of progress since 1999 with a major reduction in both our number of fatalities and our lost time injury frequency rate. It has been a consistent priority at all levels from the board room to the stope. We have many examples of excellence with Base Metals, for example, not having had a fatality in over 16 months anywhere in the world. Over the last two years we have, nonetheless, seen a slowing in the momentum of improvement. We continue to suffer injuries and fatalities amongst our 128,000 employees and 44,000 contractors at our managed operations.

Over the last few months we have introduced a new framework of non-negotiable standards – the Anglo Safety Way. All senior managers, including myself, have attended a new safety training module, developed by Du Pont, as the start of a cascade process. We have also introduced a new safety peer audit process that has been successfully introduced around the Group and in terms of culture we are determined that lessons are captured and learned more effectively from safety incidents and that our managers accept that 'zero harm' is a realistic goal in our operations. I hope to be able to report on a much improved safety performance at next year's meeting.

Chairman, in your remarks you referred to a number of the important initiatives which we are pursuing in relation to sustainable development. I can confirm that the executive team see these challenges as central to the long-term future of our business including our access to capital, to talent and to land and resources. Our recently released "Report to Society", which is available to shareholders at this meeting, clearly sets out the many exciting programmes we have underway at our operations - and the progress that is being made on this front.

Ladies and Gentlemen, 2005 was a year of significant achievement. We achieved record earnings, production was up, costs were contained, projects were delivered on time, and further organic growth prospects were added. We have also set ourselves clear strategic targets for refocusing the Group to realise value and to provide the foundation for future growth.

In terms of risks, Chairman you have referred to issues of resource nationalism and higher taxes in some jurisdictions. There are also major cost pressures bearing upon a number of our key inputs which we have, to date, been largely successful in containing. Although there are also clearly concerns in the world economy arising from trade imbalances, the scale of the US deficit and the inflationary pressures which may result from higher energy prices, the overall outlook remains encouraging, with leading indicators signalling continuing strong global growth and robust underlying demand. If prices and demand continue at, or near, current levels the Group can expect another strong year.

Questions from the Shareholders

THE CHAIRMAN: Thank you very much Tony. We will now take questions arising out of any of the business set out in the notice of the meeting. In the interests of permitting as many people as possible who want to ask a question, to give them the opportunity of doing so, could I ask that you keep your questions reasonably short and relevant to the business of the meeting. If you have any questions, please raise your hand and I will try and pick them from around the room and then someone will bring a microphone towards you.

Please give your name, your organisation, and/or the person you represent, if that is relevant. Questions? Yes, a question over there.

GEOFF NETTLETON: Thank you very much, chairman, and thank you very much for your remarks about the needs for raised standards. My name is Geoff Nettleton, and I work with Indigenous Peoples' Links and I am here as a proxy holder. My question concerns the planned development, or exploration, in the Philippines, and particularly in the Cordillera region of the Philippines.

The company has been increasing its involvement in the Philippines over the last few years, partly through cooperation with Philex, but partly in its own right, and the Philippines has a legal system which has in accordance with best practice in terms of indigenous peoples, a requirement that free prior and informed consent be given to mining. I am sure this is welcome with the company, but unfortunately I think you have received letters recently from communities in the Cordillera, who say that whilst the company and the government are saying that free prior informed consent has been given to some mining projects there, that they in fact have not given it and that a fraud has been perpetrated against them.

They are asking quite moderately and quite reasonably for an opportunity for a dialogue with you to explain the extent of the opposition and I wonder if you could welcome and respond to that?

THE CHAIRMAN: Thank you very much, Mr Nettleton. We would certainly welcome dialogue with communities. We always welcome dialogue with communities, and I would be surprised if there has not been some dialogue already. The question of free prior and informed consent is always a difficult one in knowing precisely what it means. It is a phrase which slips readily off the tongue, but in, for example, the Extractive Industries Review there was discussion, and I think it was generally agreed, that it did not mean that every single mortal had to agree. But, quite clearly, if there are significant communities who do not agree, this is an issue which needs to be taken into account.

Perhaps I could ask Simon Thompson, who is responsible for our base metals division, just to say something about the particular details. As I understand it in the Philippines, it is a government process, and the government actually issues a letter saying whether or not consent has been achieved, and I would be distressed if you suggest that there has been some fraud in there, or some misunderstanding, but perhaps Simon could tell us some more about it.

SIMON THOMPSON: Yes, well just to confirm, we are indeed exploring together with Philex in the south of Mindanao. We are seeking to obtain exploration permits in the north in our sole capacity, and we have indeed had a dialogue with the Cordillera Peoples' Alliance about the issues that you have raised.

As we understand it, their allegation is that the certificate was issued by local government fraudulently. They are not, I think, accusing Anglo American of having undertaken a fraud, but I think the allegation is that they issued that certificate notwithstanding the opposition of some members of the local community to the exploration activities. So we are working very closely now with the local communities to try and understand their concerns and to address those.

Clearly at this stage we are talking about exploration rather than mining and I think there may be a misapprehension that we are seeking a mining permit. In fact it is for exploration only, which is a relatively non intrusive activity. We do not have any activities on the ground at present, other than our community engagement activities and some limited community work, for example upgrading access roads and so on, which I believe is overwhelmingly popular with the local community, but we will certainly pursue the discussions and try and seek a resolution of this issue.

GEOFF NETTLETON: Could I say thank you for that. Yes, indeed, the point you make about where the fraud occurs is exactly as you stated. The concern is that consents have been given without reference to the community and therefore are not legitimate. It is the legal requirement in the Philippines that consent be given, and there are actually processes that are supposed to be gone through, which the Cordillera Peoples' Alliance and the local communities are saying have not taken place in this case, and they back that up with substantially signed petitions, which I think perhaps you have seen. So it is not a fly by night objection. I welcome the fact that you have said you would be in dialogue, and I hope that we can hear more of that in the future, thank you.

THE CHAIRMAN: Thank you very much, Mr Nettleton, and I can just reconfirm that our approach is one of having dialogue. It is necessary to make sure that all the facts are on the table and that the thing is properly done, and to make sure that whatever procedures are in place legally are properly followed. As a small suggestion, listening to the conversation, it might actually help in the discussion with the local government if you just suggested that the proper procedures had not been followed, rather than accusing them of fraud, which is a slightly emotive term, and not likely to, in my opinion, as a humble suggestion, endear the local government to whoever is accusing them, even if you think that they were not particularly clever in their action.

GEOFF NETTLETON: I am sorry, sir, but there is a track record in the government agency concerned with granting the consents, and I am afraid we have written to it, not in relation to the Cordillera but in other parts of the Philippines, which suggests that I am not overstating the term. I agree that diplomacy should be used, but the Philippines is a country with a record of some corruption and so on, which makes it very difficult, I think, to secure the proper consents.

THE CHAIRMAN: I am glad that you are not using the term in relation to Anglo American anyway. Thank you very much. Perhaps you could pass the microphone on to someone else. Could we take a question from over there, and perhaps when you have asked your question you could hand the microphone back.

GLENIS RONDON: My name is Glenis Rondon, and I am from Venezuela and I am here as a representative of the indigenous people of Zulia in Venezuela and the environmental groups. I have listened with great attention to what the chairman has said, and I am very pleased that you are going to take the issue of consultation into account. What I have been asked to read is as follow:

"Throughout the state of Zulia in Eastern Venezuela a climate of fear has been created within those indigenous groups which are resisting the presence of the company Carbones del Guasare and the plans for the Sucoy mine. Up until now each time the company representative visits the community they are accompanied by armed national guardsmen and a group of lawyers. Since August 2005, the army has targeted indigenous people and peasants with violent operations as a way of forcing them to leave the area."

So on the one hand we have what you just said that there is publicity about how the company wants to be socially responsible, there is talk about consulting communities and sharing benefits with developing countries like Venezuela, but on the other hand this is combined with repression.

The Wayuu people, who I am here representing, ask why is the right to decide not recognised, why are they harassed and intimidated when all they want is to protect their lands which they have inhabited for the last 1,000 years? Is this what Anglo American refers to when it states in the annual report that it wishes to promote a strong relationship with the community in which it operates? Thank you.

THE CHAIRMAN: Thank you very much, Miss Rondon. That is indeed a distressing story. I am not fully aware of the facts, but what I do know is that Anglo American's share in Carbones de Guasare is relatively small and the company, to my knowledge, is completely controlled by the Venezuelan government. There are things which we have been, on occasion, distressed with, but we are not in a position of control.

Perhaps Tony Redman Tony, this is a situation where, under the present Venezuelan government, I think the government has been increasingly active and has taken quite a firm position, I think, of control and we have, sometimes to my regret, very little influence on the operations, but maybe I have it wrong. Tony?

TONY REDMAN: Chairman, I think you are right. At Guasare we have in fact 24 per cent of the operation. It is not managed by us, it is in fact managed by the government, and the Sucoy operation that you speak about, in fact we are not involved with at all, even though the government is involved in it. So I think your statement is correct, in fact.

THE CHAIRMAN: This is the Sucoy expansion?

TONY REDMAN: Correct, we are no longer involved in that, no.

THE CHAIRMAN: So we are no longer involved. So I hear what you are saying, and I think that this is a question that you should raise with the Venezuelan government. Although as I understand it you are not actually talking about the activity with which we are involved.

So if what you are saying is true, it is regrettable, and it is certainly not in line with our principles, but the active party is the government of Venezuela. Thank you.

RICHARD SOLLY: Good morning, Richard Solly, with particular interest in El Cerrejon in Northern Colombia. I have two basic points about El Cerrejon. I have one about gold mining in Colombia, which I am happy to leave until later, after other shareholders have had a chance to speak, but may I ask both of my questions about coal?

THE CHAIRMAN: Please do.

RICHARD SOLLY: They both concern water. A number of residents of Roche, Tamaquitos and Chancleta, which are small communities around the edges of the Cerrejon mine have reported that they have been denied fishing rights in the Rio Rancharia and other small rivers around the mine by private security personnel employed by Carbones del Cerrejon, in which Anglo American has a 33 per cent stake.

This has a very serious impact on people who rely on fish to supplement their diet, and we understand that rivers in Colombia are legally public property, together with a small strip of land on either side of them, so people should be allowed to fish even if the area bordering the river is private property. There are reports of people being detained by the police for fishing close to the mine against the wishes of the company's security personnel, and if these reports are accurate the behaviour of the security personnel is clearly unacceptable, so what steps will Anglo American take to ensure that these very poor people living around the mine are not deprived of their right to fish? That is the first question. Will you answer that before I ask the second, or?

THE CHAIRMAN: Yes, certainly. You are absolutely correct, it is my understanding as well that the fishing rights along the banks of the river are open to anyone and to the public. I am informed that there has been no prevention of fishing. All of our security people are given human rights training, as we do to some of the government personnel as well, through a reputable third party body. Our security people have suggested that perhaps in areas where there is mine activity, for safety reasons, this is not the best place to fish, but if someone wishes to continue fishing they are welcome to do so.

I would point out that in the mine area, the strip along the river has been used on many occasions by people who have accessed mine land and then engaged in activities which do not involve fishing, but involve removing some of the mine property, and I think it is some of these people who have actually been arrested, and I am sure you would not condone their activities.

So I think it is a question of trying to make sure that the legitimate rights of people are carried out in a sensible way which does not endanger their safety, but if they really want to do it, even if it is not very wise, then they are welcome to do it, but then some of them should not use it as a means of access to the mine area for other activities.

Tony, should we add anything to that? No, that is about it. So I think the answer is continued discussion and an understanding between the community, both on safety issues in relation to heavy moving mining equipment and roads and so on, and the specific issue of fishing and then other related, or unrelated, activities. Next question?

RICHARD SOLLY: Thank you, yes. The next question is about the diversion of the river, the Rio Rancheria which is the main water course in La Guarijia, and I understand now that the company is quite clear that it will divert the river for purposes of getting at the coal under it, and the company has said that there will be no environmental impact from doing this, which seems a very strong claim, given the dryness of the region.

Apparently Corpo Guarijia, the departmental body for evaluating such proposals has said it would be good to divert the river, but I also understand that Corpo Guarijia receives a rather large quantity of money from Carbones del Cerrejon. I do not know whether this is through government, or directly from the company, and whether the origin of the money is royalties paid by the mine, but I am informed that in the last year or two Corpo Guarijia received 12,608,080,688 pesos from the company, which calls into question the independence of its judgment in environmental matters.

So I wonder, first of all, whether it is possible for you to comment on that, whether there have been any truly independent studies of the environmental impact of river diversion, and what they have said, and whether shareholders, including me, can have copies of all these relevant studies.

THE CHAIRMAN: Fine, thank you very much. First of all, the consideration of the diversion of the river Rancheria is certainly it is under consideration, but this could only be done, and would only be done, after all the proper processes have been through and where government permission is obtained.

I agree with you, a statement that there would be no environmental impact is extremely difficult to make, and perhaps if it was made, was made over enthusiastically. Clearly almost anything you do has some environmental impact, even if it is just walking across the grass, as it were.

Your point, as I understand it, and Tony Redman may be able to confirm this, about the permission the permission does not come from Corpo Guarijia; their opinion, their reviews, are one input into this, but the permission actually comes from the Ministry of the Environment. The figure that you quote of 12,608,080,688 pesos might correspond to some portion of coal royalties. We have not been able to track that figure down, and I should just at this point thank you very much, Mr Solly, for doing what we have talked about in the past, saying that it is very useful at meetings such as this if you give us some warning of your questions, because then we can go away and make sure that we at least satisfy ourselves about the facts. But you are quite right that there is a direct payment to Corpo Guarijia, which amounted to about 375,183,484 pesos in 2005, and that is about US $167,000. That is a statutory payment under environmental law for the use of natural resources such as forests, superficial waters and water discharge rates, so it is a regular government payment to a government authority. I do not think one could necessarily conclude that if a statutory payment is made to a government environmental body that this necessarily reduces their independence.

We make many payments to the government and the larger figure that you quote may be a tranche of royalties which is then distributed by the government to different agencies. But we have not been able to track that down. We certainly make no unofficial payments to Corpo Guarijia.

So I think the process will go ahead, and there will be studies, there will be consultation. Tony, any other studies being done or timing on the whole process?

TONY REDMAN: Chairman, we are at present in the pre feasibility stage, so it is a long process yet. Certainly this is something that will cause a lot of emotion to be raised in Colombia and we will be looking very closely at it. So no decisions have been made on it at this stage.

THE CHAIRMAN: It is worth saying, actually, in relation to the relocation of the villages that you referred to, Roche, Patilla and Chancleta that there has been a lot of discussion about resettlement and agriculture and animal husbandry, and they have not actually raised fishing as one of their concerns. So it is, as you say, probably a supplementary activity. I think this discussion on the River Rancheria will carry on for quite a long time; it sounds as though it is going to be some years before the full process has been gone through. Thank you very much, and thank you, again, Mr Solly for raising the questions beforehand. Another question? Who next?

MR SPEYER: Please, let this gentleman speak first if you wish.

THE CHAIRMAN: Yes, okay, over there.

SIMONE LEWIS: My name is Simone Lewis. This is a question regarding the Paso Diablo mine again in the state of Zulia in Venezuela, which again Anglo American owns a 25 per cent share in the company Carbones del Guasare, and I feel it is very easy to talk about displacing responsibility on to the Venezuelan government, which also owns shares in the company.

However, I am a little confused because I am assuming that Anglo American works in partnership with many other shareholders and many other projects, and it seems a very easy thing to do to displace that responsibility on to the other shareholders in the same company, and I am asking you to take responsibility for the fact that you do have this 25 per cent shareholding in the active Paso Diablo mine, which has caused massive health problems for the people living around the mine, a massive occurrence of respiratory problems in the area.

I am also asking a question about the planned developments, and you say that you have withdrawn operations in the Sucoy valley and yet you do own a 25 per cent share in the company which is planning that expansion, and I would ask you to use any influence you have as part of that company to stop that planned mine, considering Anglo American's stated commitment to: "Integrating biodiversity into all of its business planning." I may be a little naive, but I find it difficult to understand how that commitment could be compatible with the massive open pit coal mining operation in the middle of a primary tropical forest.

THE CHAIRMAN: Thank you very much, Simone Lewis. As I said, it is a 24 per cent interest in the company. We do not have control. It is not a question of us trying to dodge our responsibilities. If we have even a small interest, we would express our views forcefully to our fellow shareholders. I would just point out that in this case, the fellow shareholder and the control of the company is very firmly in the hands of the Venezuelan government, and if you study the present situation in Venezuela, you will know that foreign companies do not have very much influence on the Venezuelan government, and this is an unusual situation.

We, as a company, feel that we have, on occasion, very much less influence, even as a minority shareholder, than we should have, and so I share some of your frustration, but your complaint is specifically about the present Paso Diablo mine, and I am not aware of any major issues, other than transportation issues along the road, from that mine. There are also potential solutions to that, but that would require the cooperation of everyone. As I said, or as Tony Redman said, the expansion, the Sucoy expansion, we are specifically excluded from by the Venezuelan government. We do not have an interest. It is not a question of whether we would like an interest or not: we do not have an interest. The Venezuelan government controls it and I suggest that you take your activity and address that to the Venezuelan government.

We will be happy in supporting approaches to the company and the activity in which we are engaged in ensuring that those follow the standards which we would subscribe to in Anglo American, but the political situation in Venezuela is not a particularly easy one, or a comfortable one, for foreign mining companies. Thank you. Yes?

MR SPEYER: Chairman, when I yielded to the previous speaker I referred to her as gentleman, but of course she is obviously a lady, sorry! My name is SPEYER, shareholder, also member of the UK shareholders association, UKSA. Could you confirm to us that, unlike BT, Anglo American has no government guarantee of any kind for its pension schemes?

THE CHAIRMAN: That is an easy one: no!

MR SPEYER: Basically, I wonder if some of the pension and I guess our pension scheme is not in such a bad state as some of the pension schemes about which we read constantly, but I wonder if some of the pension schemes might not be in a healthier position if some of their trustees had not voted so heavily in favour of share buy backs, because at the end of the day it is cash which pensioners require. As the old saying goes, cash is everything, everything else is opinion, and share buy backs fall under the opinion folder. Thank you, sir.

THE CHAIRMAN: Thank you very much, Mr SPEYER. We have, of course, in a large Group very many pension funds in different parts of the world. I believe that René Médori may want to add something, but they are all in reasonable shape and we will do our best to keep them in reasonable shape. As to share buy backs and your concern about dividend, of course we are doing a share buy back, but we are also doing a special dividend, so we have not forgotten that we have shareholders with different wishes and desires. René?

RENÉ MÉDORI: Yes, if I can comment on the funding of our pension schemes, we have two main defined benefit pension schemes: one in South Africa and one in the UK. The South African one is fully funded. The UK one was showing at 31 December 2005 a deficit of $350 million and we have made a special contribution in the first quarter of $226 million. So I think, both in South Africa and in the UK, the pension schemes are in a very strong position.

THE CHAIRMAN: Thank you. Thank you very much.

PETER HATCH: My name is Peter Hatch, I am here in a private capacity. I was a manager of Charter Consolidated Limited, a company which was an associate of the Anglo American Group, and was in effect taken over by Anglo American by a purchase of the assets. My question relates to two matters. One, from the shareholders of Charter Consolidated Limited point of view, and the second one is the pensioners of Charter Consolidated Limited.

As I understand it, when Anglo American acquired the assets of Charter Consolidated Limited, there could have been no payment, no recognition, of some of the mineral how shall I put it entrepreneurial mineral rights which were not yet proven and not yet fully agreed with government as to the arrangements. Now, some of these were quite substantial, but I do not believe that any recognition was given to Charter Consolidated Limited at the time of the assets acquisition, and my question is: will recognition be given at some future date, if and when some part of the Anglo American Group continues to pursue these mineral possibilities and brings one or other of them to fruition? I am thinking of Zaire, where £20 billion worth of copper and cobalt was identified, where a very small amount of exploration was done, which identified a very large potential gold province, in the words of Dr John Austin, and I am thinking of tin in Malaysia, the Quala Langat deposit in particular. That is the point from the shareholders' point of view: have those things been recognised?

From the point of view of the employees of Charter Consolidated Limited, it is a pensions matter. I was required to negotiate on behalf of Charter and Anglo a pensions arrangement which stipulated that we had what was in effect a defined contribution scheme. Now in practice what has happened to Charter Consolidated Limited employees is that some of them have been transferred to the Anglo American pension schemes, and they have done rather well; some of were paid out in cash, and they have done rather well; some of them have remained with a new entity called Charter Plc in which Anglo American now has no interest whatsoever as regards shares, and they have done badly in the past and they are likely to do worse in the future, because this company has been requiring, in effect, funds from the pension fund, by means of avoiding any contributions either by the existing employees or by the company, because it has been strapped for cash: it is doing better now, but it has done badly in the past and it may do worse in the future.

So those are the two points: one, recognition of Charter Consolidated Limited's mineral rights and, two, there seems to be a bit of a discriminatory muddle about the pension arrangements for ex Charter Consolidated Limited employees. Charter was in effect controlled by Anglo American via the top management, which was Bill Wilson, then Sidney Spiro, then Murray Hofmeyer, not to mention the technical control through Anglo American International. Those are my two points.

THE CHAIRMAN: Thank you very much, Mr Hatch. I must say it is at this point that I really miss Tony Lea, because he has the full history in his head. What you have outlined is an extremely complex path, some of it quite long in the past, and I really think the best thing would be for you to have a separate discussion. We are quite happy to talk about it. As far as I know, as you say, we have no interest currently in Charter Consolidated, I do not know what the history is, and it would be, I think, frankly pointless of me to speculate.

Please, if you could speak to Nick Jordan afterwards and perhaps a separate discussion would be the best thing, and if Tony Lea is somewhere in the audience, then it would be worth talking to him, because he is the person I would talk to as well. As I said, he continues to give us a bit of advice and he is an invaluable source of historical information. It is a complex issue and an emotional issue when pensions get involved.

MR HATCH: Indeed, I did put in a note to the Anglo American office yet.

THE CHAIRMAN: Fine, well, that is very helpful.

MR HATCH: I am sorry that you did not get access to it and that I did not write that note sooner. I only realised the meeting was today, yesterday.

THE CHAIRMAN: That is quite all right. If it is there it will be properly answered. Thank you very much. I saw someone else. Another one up there?

ANDREW WHITMORE: Thank you very much. Andrew Whitmore, a shareholder. First, I would like to apologise that the second part of my question that I asked at the last annual general meeting has not been followed up on, which is to do with Tanzania, and Mr Godsell said that he would follow up and the partner who asked me to raise it unfortunately has not been able to supply the details. I hope they are going to be supplied and I understand the good faith offer to investigate.

THE CHAIRMAN: I am sure when we get the information, Bobby Godsell will do his best.

ANDREW WHITMORE: Indeed, and if I may these are two short questions, hopefully with short answers. The first is with regard to exploration in Mindanao, which was mentioned earlier. Again, I raised this last year. I notice on page 20 of the review it is raised and you note that you are extending copper resources there. So I would just like to ask what the current plans are with regard to that project at the moment.

THE CHAIRMAN: Perhaps I could pass that one straight over to Simon.

SIMON THOMPSON: Yes, we recently extended our licences on the Boyangan prospect for a further two years, and we are still drilling on site. We do obviously also have community engagement activities on site and, as I think I reported to you last year, we are also in discussions with the holders of the surrounding grounds to see whether we can consolidate the ground.

ANDREW WHITMORE: Thank you. Fine, thank you. And the second question, if I may, is to do with the 46 deaths which were mentioned in 2005. I mean you recognised that it is unacceptable, but I also note that you have interests in coal mining in China and, again, discussions on potentially expanding there, and as I am sure everyone knows, the Chinese coal mining industry has a notoriously bad health and safety record. So my question is really whether you can tell us whether any of those deaths include any of the Shenhua coal mining ventures, and also whether you will make a commitment not to expand further into Chinese coal mining until all the health and safety issues are first sorted and agreed.

THE CHAIRMAN: Thank you very much. Firstly, in relation to health and safety in general across the company, this is, as you say, a matter of grave concern to us, and we are putting a great deal of effort and making, as Tony Trahar said, some progress, but at times we get a plateau and do not go as fast as we would like to go.

Specifically in relation to China, the Chinese coal industry across the Board on average has, as you rightly say, an unfortunate record. If you measure fatalities per tonne it is, I think, two orders of magnitude worse than international standards. But this is a sort of generalised number, which takes into account many small and unofficial mines, and in fact, before we acquired an interest in Shenhua we did due diligence and Shenhua's operations and safety standards are well up to international standards. It is really a first rate operator. I think it is a pity for China to simply lump everyone in together, because there are some extremely good operations.

On safety in China, our Tarmac operation has a quarry about 150 kilometres from Shanghai, which was taken over from five previous small operators, who, in their operations, not only were their environmental standards low, but their safety record was very poor and for the last 20 years they had 10 to 15 fatalities every year in that quarrying operation.

We have taken it over, we have operated it now for 18 months, and we have had no fatalities, I am happy to say. In fact I think we have only had one lost time injury, which I believe was actually the mine manager who tripped up and hurt his knee, which will have endeared him to us, spoiling the statistic! We have had discussions with the Chinese government, and we are in discussion with their safety I forget the precise title of it, they have a kind of safety ministry, and we are doing things with them to improve safety, and the Chinese government is very strongly committed to it, and some notes and recommendations we made to the government, I know, have gone all the way to Premier Wen Jiabao.

So it has attention in China at high level, it is of great concern to them; it is of great concern to us. The one thing I cannot completely commit to is that we will never go into an operation until we are convinced that the standards are at our own level. If we did that, opportunities would sometimes be severely restricted. What we would do, and what we do do, is we say we will only go into an operation if we feel that within a reasonable period of time, say a year or two, we can actually bring the operation up to our standards, or significantly improve it. So it is a question of continuous improvement.

So I would not like you to get the idea that we would not go into something which we did not think was already perfect. I think that would be our approach, Tony? Yes, thank you. Any other questions? Yes, sir?

RICHARD SOLLY: Yes, if I may I would like to ask the gold mining question about Colombia.

THE CHAIRMAN: Oh, yes, okay. I think we are more or less running out of questions, so you are quite right, that is fine, go ahead.

RICHARD SOLLY: Thank you. Now this is with regard to a company called Kedahda, which I understand is wholly owned by AngloGold Ashanti. I would like confirmation of that. Obviously if it is not owned by AngloGold Ashanti, comments I make on it are, perhaps, irrelevant.

THE CHAIRMAN: No, that is very sensible that you check upfront. To my knowledge it is 100 per cent owned by yes, okay. So your question is 100 per cent relevant.

RICHARD SOLLY: Splendid. Well, there are grave concerns therefore about its gold exploration in the Quinchia and south of Bolivar areas of Colombia, concerns made worse by the discoveries in an article that I read yesterday that one of the directors was involved earlier on in the area of the south of Bolivar.

There are 5,000 people who rely on the 1,200 existing artisanal miners in the municipality of Quinchia, organised into 22 mining associations. What will be the impact on them and their livelihoods if Kedahda secures a working licence for the very area which they already work? What provision will the company make for their continuing livelihood, if it does?

In the area of south of Bolivar, some years ago in the mid to late 90s there was a series of brutal paramilitary massacres of artisanal miners and small farmers, which were clearly designed to get local people out of the way to open the area up to other miners. I am not for a moment suggesting complicity by AngloGold, not at all, but after those massacres had taken place and 36,000 people had been displaced, AngloGold then began exploring in the area and then, as I understand it, it pulled out when it discovered the brutal history. But now it is back in again through Kedahda and I wonder what has changed to make interest in the area morally acceptable, given that brutal history?

THE CHAIRMAN: Fine. Bobby, would you like to start straight off? I should just say Anglo American, as you know, currently has a 42.8 per cent shareholding in AngloGold and, as in the question earlier, we take our responsibilities as shareholders very seriously, and we relate to AngloGold, but the ultimate responsibility rests with AngloGold.

BOBBY GODSELL: And perhaps more importantly is that there is complete value congruence between the two companies on issues of corporate citizenship.

In regard to Colombia in general, we are energetically and hopefully exploring, and hope to find profitable gold mines in that country. It is a country that has been responsible for a great deal of gold production in Latin America over the past few centuries. In any area where gold has been present in the past, there is very typically a pattern of artisanal gold mining, and this is simply a feature of looking for gold in many parts of the world. It is one that presents challenges and opportunities, and it is probably, in our sustainable development strategy, the single greatest challenge, to find a way of mining for gold in a modern, commercial, environmentally and health and safety responsible way whilst seeking to co operate with artisanal miners.

I might say that, on a worldwide basis, we are co operating with four international efforts to design artisanal mining strategies: one from the World Bank, one from the UK government's Department of International Development, a UNIDO programme, and also the Global Mercury Project, which is concerned about the particular environmental consequence of small scale and informal mining. That is the background.

In Quinchia, my own information is that we are at an early stage of exploration. We have signed agreements, certainly, with two major coalitions of artisanal miners in that municipality, being the Mineros de Miraflores, and the Barraquardos. But certainly the general principle is that we would be seeking not to displace livelihoods, but to secure livelihoods and at the same time to enhance health and safety and the environment for the community as a whole.

We are engaged in that municipality in the promotion of alternative economic activity, particularly food production. Of the 40,000 people in the municipality, our information is that it is a relatively small amount of people involved in artisanal mining, but the commitment is that we would work with them and we would seek not to displace but indeed to enhance.

Your information about Southern Bolivar is correct, we had entered to explore. The security and the human rights situation made that impossible. We did withdraw, we have continued to withdraw, and we are contemplating returning to the northern part of that area where, as we understand it, the government has substantially stabilised the situation, and where a climate of law and order largely exists.

In doing that, we will constantly assess whether there is a clear and present threat to our own employees and whether also the human rights situation is acceptable, and is consistent with our own principles and the international agreements to which we are subject.

THE CHAIRMAN: Thank you. So, as you can see, we have a commitment to try and work with artisanal miners, but, as Bobby said, this is an extremely complex area in which also governments very often have views, because they of course derive no revenue from artisanal miners, while they do from major industrial miners, and the flow of those informal revenues can also cause considerable problems and strife and so on. So it is a complex situation, and we are happy to work with organisations and people to try and solve it.

RICHARD SOLLY: Thank you for the clarification. I regret the reliance on the Colombian government's security forces, since they are complicit in a number of abuses themselves, but thank you for explaining the situation.

THE CHAIRMAN: Yes. I would just mention that in the Cerrejon area, Cerrejon does put considerable training into Colombian government's security forces under the voluntary principles for security and human rights. So we are committed, where we rely on government forces, which after all is what we should all rely on, to try to make sure that those forces are behaving themselves properly and are properly trained. It is very often a question of training. Yes?

FRANK NALLY: My name is Frank Nally, and I am a proxy. I am just looking at your document here, Good Neighbours, and I work with communities, and my friend beside me from Venezuela, her concern with the communities there, and you say that Anglo American has only a 24 per cent stake in that and is impotent to do anything with the Venezuelan government, but I think maybe, as a challenge, Anglo American could be a friend of the communities there and listen to them, and use the 25 per cent stake to make representations to the Venezuelan government. If they do not listen, you can threaten to withdraw your 25 per cent, and in actual fact withdraw it completely, and I think that would show some leadership in the mining world.

THE CHAIRMAN: Thank you very much. We will certainly continue engagement. If we withdrew that would, I suspect, not improve the situation, if indeed the Venezuelan government is part of the problem. I think we are better to stay engaged, but it is a very difficult issue. Thank you.

I suggest that discussions on Venezuela and remarks about relations with the government are perhaps best dealt with in private over coffee.

I think we must be about coming to an end. Any other questions. No? If there are not, we will proceed to the business of the meeting.

As I mentioned earlier, in accordance with best practice, we are going to hold a poll on each resolution by using the handsets you have been issued with. After each resolution is proposed, the poll will open and the screen will display voting options. You will then be asked to vote by pressing the appropriate button on the handset in accordance with your decision.

Button one means for, button two is to vote against and button three means you abstain. Once you have pressed one of those buttons, your vote will be recorded and you will see "received" show up on your handset. If you accidentally press the wrong button, or you change your mind, just press the button again. You do not get two votes, it cancels the previous vote. Voting by use of the handset will replace any vote you have given by proxy, and on the screen behind me you will be shown the provisional result of the poll on each resolution, taking into account all the proxy votes and those given by shareholders at this meeting. Following scrutiny of those votes by Electoral Reform Services, the final result of the polls will be announced to the stock exchange and the media and will be published on our website tomorrow.

So resolution number one is to receive and adopt the annual financial statements. I propose that the financial statements and the reports of the directors and auditors for the year ended 31st December 2005 as submitted be received and adopted. So please vote now. One for for, two for against and three for abstain.

Anyone having any trouble? No? Good. Then we will close the voting and the numbers should come up. So I declare resolution one carried, and you can see the percentages there, which, as I said, are preliminary. They will be confirmed, but they will not vary very much, if at all.

Resolution two is the declaration of the final dividend. I propose that a final dividend of 95 US cents (including a special dividend of 33 US cents) per ordinary share, payable on 3rd May 2006 to those shareholders registered at the close of business on 10th March 2006. That is the resolution, please vote now by pressing the button. One for for, two against and three abstain. Everybody done? Good, voting closed, thank you. There you see the thing. I declare the resolution carried.

Resolution three relates to the election of Peter Woicke as a non executive director. Peter was formally chief executive officer of the IFC and the managing director of the World Bank. Prior to that he worked for many years for JP Morgan and the Board believes his wide international experience of capital markets, developing countries, and sustainability issues will be of great value to the company. He has of course been a director who was appointed by the Board since January and we have valued his presence on the Board but now is your opportunity to formally elect him. Please vote now. Okay everybody voted, voting closed, thank you. Peter I declare you duly elected. Thank you very much and congratulations.

Resolution number four proposes the election of Dr Mamphela Ramphele as a new non executive director. Dr Ramphele is the chair person of Circle Capital Ventures, a black empowerment company in South Africa. She was co chair of the global commission on international migration, she was a World Bank managing director and a former Vice Chancellor of the University of Cape Town. The Board believes her experience of international financial institutions and of South African issues will be of great value to the company and indeed she was with us in our discussions yesterday, but unfortunately had to travel again last night. Please vote now to elect Mamphela Ramphele. Everybody done, good, voting closed. Thank you very much, I declare Dr Mamphela Ramphele elected.

Resolutions 5 to 7 propose the re election of directors who retire by rotation in accordance with the company's article of association.

Resolution number five is to re elect David Challen, now if you could vote, one for yes, two for no and three for abstention. All voted, thank you very much. Voting closed. Thank you, I declare David, congratulations, you are re elected.

Next is the re election of Fred Phaswana, it is up there on the screen, please vote now. Everybody voted, thank you very much, voting closed. Very good, I declare Fred Phaswana re elected, congratulation, Fred.

Now, over to you, Rob.

ROB MARGETTS: Thank you chairman my very great pleasure. Resolution number 7 proposes the re election of Sir Mark Moody Stuart, please vote now by pressing the appropriate button on your handset. Thank you. Congratulation chairman, with great pleasure I am sure for all of us, and back to you.

THE CHAIRMAN: Thank you very much. I am glad I still have a job!

Resolution number 8 proposes the reappointment of Deloitte & Touche LLP as auditors of the company from the conclusion of this meeting until the conclusion of the next annual general meeting at which the accounts are laid. So the reappointment of Deloitte & Touche, please vote now. Has everybody voted, thank you; voting closed. I declare Deloitte & Touche duly re elected for next year.

Resolution number 9 proposes to authorise the directors to determine the auditors remuneration for the ensuing 12 months. Please vote now. Everybody done, voting closed. And the directors are hereby authorised to determine the auditors' remuneration. Thank you very much.

Resolution number 10 is the approval of the directors' remuneration report. You are invited to approve the directors' remuneration report for the year ended 31st December 2005 as set out in the annual report, please vote now. Thank you, voting closed. Thank you, the directors' remuneration report is duly approved with a remarkably high percentage vote, that is a compliment to Mr Margetts' sound work.

Resolution 11 - the authority of directors to allot relevant securities. As set out in the notice convening this meeting, you are asked to renew the authority conferred on the directors to allot relevant securities up to an aggregate nominal amount of $248,750,000 US equivalent to 497.5 million shares in terms of article 9.2 of the company's articles of association. I propose resolution number 11, please vote now. Oh no resolution up on the screen. Oh, there we go. Did everyone vote? Yes, good, okay. Thank you, and you can see a lower percentage there, that is partly because in South Africa the corporate advice is different to that in London we have a bit of a culture clash between the two countries.

Resolution 12 - also the authority of directors to allot equity securities for cash. This is a special resolution to give the directors specific authority in accordance with article 9.3 of the company's articles of association to allot equity securities for cash otherwise than in proportion to existing holdings. The authority is limited to an aggregate nominal amount of $37,250,000 US which is equivalent to 74.5 million shares which is less than 5 per cent of the current issued capital. There is the resolution, please vote. Voting closed. Thank you, the resolution is carried with the same differences in South Africa, which results in a lower percentage.

Resolution 13 - purchase of own shares, is also a special resolution for the company to be granted authority to make market purchases of up to 149 million ordinary shares in the capital of the company, such purchases shall take place only if it would result in an increase in earnings per share and is in the best interests of the shareholders generally. I propose resolution 13 as a special resolution. Please vote now, thank you very much, voting closed. Thank you, the resolution is carried.

The last resolution proposes an amendment of article 70 of the company's articles of association by increasing the maximum number of directors from 16 to 18. This is not something that we would necessarily do, we would not necessarily fill these positions, but we have found in trying to get geographical and other diversity and with changes of directors and with executive directors sometimes we need a bit of numerical flexibility, so I propose resolution number 14 as a special resolution. Please vote now, thank you, voting closed. Thank you very much, the resolution is carried.

With all of the business on the agenda having been dealt with, I now declare the meeting closed. You are very welcome to join us for refreshments, where you gathered prior to the meeting, and I and some of my colleagues will be there and we can perhaps carry on some of the discussions. Could I remind you just to leave your handsets on your seats, they do not work with televisions or anything else, and they may even beep when you go out of the door. As I mentioned the results of the poll after they have been scrutinised by the Electoral Reform Services will be published to the media and also published on our website tomorrow. Thank you all for your attendance and your patience. Thank you.

(12.45 pm)
(The meeting concluded)

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14 June 2012
Analyst Coal Briefing