Anglo American : Notice of Annual General Meeting 2022

Notice of the 2022 Annual General Meeting

Tuesday, 19 April 2022 at 14:30

The Queen Elizabeth II Conference Centre,

Broad Sanctuary, Westminster,

London SW1P 3EE

This document is important and requires your immediate attention

If you are in any doubt as to any of the proposals referred to in this document or as to the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares, please send this document, together with the accompanying documents, immediately to the purchaser or transferee, or to

the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

Notice of Annual General Meeting

Notice of Annual General Meeting Letter from the Chairman

Dear Shareholder

2022 Annual General Meeting

I am pleased to invite you to the 2022 Annual General Meeting ('AGM') of Anglo American plc (the 'Company') which will be held at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE (the 'AGM venue') on Tuesday, 19 April 2022 at 14:30. The AGM will be held as a hybrid meeting for the first time, with shareholders invited to join physically at the AGM venue or virtually via the Lumi platform.

Covid-19 requirements

To help ensure the safety of all shareholders, employees and the Board, proof of a negative PCR or lateral flow test result for Covid-19 taken no more than 24 hours before the AGM must be presented on the day to gain entry to the AGM venue. Proof of a negative test result must

be demonstrated via the UK's NHS Covid-19 app, by text message from the NHS, or by text or email from a valid professional test provider. There will be lateral flow tests available onsite for those unable to test in advance. Shareholders unable to satisfy this requirement should attend the AGM virtually via the Lumi platform.

Shareholders must also not attend the AGM venue in person if they are experiencing any Covid-19 or other respiratory symptoms.

Shareholder engagement

We appreciate that the AGM is your opportunity to receive an update on the Company and ask questions of the Board. To support equal engagement with our shareholders attending in person and virtually, it is our intention to broadcast the meeting via the Lumi platform and to enable questions relating to the AGM resolutions to be raised or submitted at the meeting both in person and virtually. Further details on how to access the AGM virtually are set out in Appendix 1 on page 14 of this Notice.

We would like to respond to as many shareholders' questions as possible and therefore we will answer questions during the meeting in a way that aims to best recognise the interests of all shareholders. To assist with this, we ask that you help us to facilitate access from as many shareholders as possible by limiting the number of questions and keeping your questions succinct, focused on and relevant to the business of the meeting.

Voting

We are pleased to offer shareholders online voting facilities during the AGM via the Lumi platform for shareholders attending virtually in addition to the usual arrangements for physical attendees at the AGM venue to vote in person.

While voting on the day is possible, we encourage shareholders attending either physically or virtually to cast their votes in respect of the business of the AGM in advance by completing and returning a proxy form appointing the chairman of the meeting as proxy. This will ensure that your vote will be counted whether or not you attend the AGM. Further information on how to appoint a proxy is detailed on page 8 of this Notice.

In order to allow the voting preferences of all shareholders to be taken into account, a poll will be conducted on all resolutions proposed in this Notice. The results of the voting will be posted on the Company's website as soon as practicable after the meeting.

Changing circumstances

Given the constantly evolving nature of the Covid-19 pandemic and the UK Government's response, it is possible that physical attendance at the AGM venue may be prevented or otherwise restricted by UK Government guidelines.

We will continue to monitor UK Government guidelines and any changes to the arrangements of our AGM will be notified to you via our website www.angloamerican.com/investors/ shareholder-information/agm/agm2022.Please check the website in the days leading up to the AGM to ensure you are informed of any changes, including any changes to our testing requirements to access the venue.

Cover image

At our Sakatti polymetallic project in northern Finland, women make up 43% of the workforce. Featured is safety, health and environment (SHE) field co-ordinator Liisa Kropsu during winter drilling activities.

02           Anglo American plc  Notice of Annual General Meeting 2022

Business of the meeting and recommendation

The business of the meeting is detailed in the following pages,

with explanatory notes for further context and additional information on attendance, voting and submitting and raising questions.

For the first time, shareholders are being asked to approve the Company's Climate Change Report and the Share Ownership Plan 2022.

Climate Change Report

Anglo American's commitment to being part of the solution to climate change is embedded across the business. We continue to align our portfolio with the needs of a low carbon world; we are transforming our operations towards carbon neutrality; we are pushing for decarbonisation along our value chains; and we are considering carefully the social and wider environmental inter-relationships associated with our decarbonisation journey.

Our Climate Change Report 2021 provides transparent disclosure of our comprehensive approach to climate change, setting out how we are working actively to be part of the solution. The report has been reviewed by myself, our chief executive and the Board's Sustainability Committee, and has been approved by the Board.

We are putting our Climate Change Report to shareholders for an advisory vote for the first time this year because we appreciate the significance to our shareholders and broader stakeholders of our approach to climate change, and the importance of providing a forum that allows feedback and discussion on that. Whilst the vote is non- binding and the Board retains ultimate responsibility for the strategy, shareholder feedback is important as we develop and implement our response to climate change.

Share Ownership Plan 2022

Your Board strives to become a proud advocate of employee ownership in pursuit of our Purpose: Reimagining mining to improve people's lives. To enable employees to share in the success of the Company and

to encourage them to think as owners, the Board recommends the approval of a global employee share plan, the Share Ownership Plan 2022 (the 'Plan'). The Plan intends to allow for awards of Company shares to employees of Anglo American who do not currently enjoy supported access to share ownership. It will also encourage personal investment in the Company, as detailed in Appendix 2.

The Plan will be bound by the Investment Association dilution limits currently applicable across all Company share plans and does not represent an increase in potential shareholder dilution. The current intention of the Board is to purchase all shares required under the Plan from the market rather than issuing new shares.

Board changes

Anne Stevens and our senior independent director, Byron Grote, will step down from the Board at the conclusion of the AGM, having both served for nine years. On behalf of the Board, I thank them for their extensive contributions.

I would like to pay tribute, on behalf of the Board but also personally, to Mark Cutifani, who will also be stepping down as chief executive at the conclusion of the AGM after almost a decade at the helm.

Following a rigorous global process to identify Mark's successor, including those candidates on our internal succession plan, the Board concluded that Duncan Wanblad is the stand-out successor, bringing his 30 years of international mining experience and deep understanding of Anglo American, its culture and its context. Duncan has been integral to the reshaping of the Company and is uniquely qualified to take Anglo American forward.

Your Board considers that the resolutions to be put to the AGM are in the best interests of the Company and its shareholders as a whole and unanimously recommends that you vote in favour of them. The directors intend to vote in favour of these resolutions in respect of their own shareholdings. The Board would like to take this opportunity to thank all shareholders for their continued support and wishes them well.

Yours faithfully

Stuart Chambers

Chairman

1 March 2022

Anglo American plc

Registered in England and Wales No. 3564138

Registered Office: 17 Charterhouse Street, London EC1N 6RA

Anglo American plc  Notice of Annual General Meeting 202203

Notice of Annual General Meeting

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Anglo American plc will be held at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE and virtually (details set out in Appendix 1 to the Notice of Annual General Meeting) at 14:30 on Tuesday, 19 April 2022 for the following business:

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 2021.
2. To declare a final dividend of 118 US cents per ordinary share payable on 26 April 2022 to those shareholders registered at the close of business on 18 March 2022.
3. To declare a special dividend of 50 US cents per ordinary share, payable on 26 April 2022 to those shareholders registered at the close of business on 18 March 2022.
4. To elect Ian Tyler as a director of the Company.
5. To elect Duncan Wanblad as a director of the Company.
6. To re-elect Ian Ashby as a director of the Company.
7. To re-elect Marcelo Bastos as a director of the Company.
8. To re-elect Elisabeth Brinton as a director of the Company.
9. To re-elect Stuart Chambers as a director of the Company.
10. To re-elect Hilary Maxson as a director of the Company.
11. To re-elect Hixonia Nyasulu as a director of the Company.
12. To re-elect Nonkululeko Nyembezi as a director of the Company.
13. To re-elect Tony O'Neill as a director of the Company.
14. To re-elect Stephen Pearce as a director of the Company.
15. To re-appoint PricewaterhouseCoopers LLP as auditor of the Company for the ensuing year.
16. To authorise the directors to determine the remuneration of the auditor.
17. To approve the implementation report section of the directors' remuneration report set out in the Integrated Annual Report for the year ended 31 December 2021.

1. To approve:
2. 1. the Anglo American plc Share Ownership Plan 2022 (the 'Plan'), the main features of which are summarised in Appendix 2 to this Notice and the rules of which are produced to the meeting and initialled by the chairman for the purposes of identification; and
   2. authorising the directors to do all such acts and things as they may consider necessary or desirable to carry the Plan into effect, including the making of any amendments to the rules and the adoption of any plans or sub-plans based on the Plan but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans or sub-plans shall be treated as counting against any limits on individual or overall participation in the Plan.
3. To approve:
4. 1. the Climate Change Report 2021; and
   2. that the Board will report on the Company's progress in achieving the plans set out in the Climate Change Report 2021 on an annual basis and issue an updated version of the report at least every three years, which would be put to a shareholder advisory vote.
5. 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 1 March 2022. This authority shall expire at the earlier of the conclusion of the Annual General Meeting in 2023 or at the close of business on 30 June 2023 (whichever is earlier). Such authority shall be in substitution for all previous authorities pursuant to Section 551 of the Companies Act 2006.

Special resolutions

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

21. To resolve that subject to the passing of resolution 20 above,

the directors be authorised to allot shares wholly for cash pursuant to the authority granted by resolution 20 above and to sell treasury shares wholly for cash, in each case -

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 1 March 2022

- 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 2023 or the close of business on 30 June 2023, 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.

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1. 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 54 86/91 US cents each in the capital of the Company provided that:
2. 1. the maximum number of ordinary shares of 54 86/91 US cents each in the capital of the Company authorised to be acquired is 200.5 million;
   2. the minimum price which may be paid for an ordinary share is 54 86/91 US cents, 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 (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
   4. the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2023 (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.
3. To resolve that a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

By order of the Board

Richard Price

Group General Counsel and Company Secretary Anglo American plc

17 Charterhouse Street London EC1N 6RA Registered Number 3564138

1 March 2022

Anglo American plc  Notice of Annual General Meeting 202205