Anglo American : Notice of the 2023 Annual General Meeting to be held on 26 April 2023

Notice of the

2023 Annual

General Meeting

Wednesday, 26 April 2023 at 11:00

The Queen Elizabeth II 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 in Anglo American plc, 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

2023 Annual General Meeting

I am pleased to invite you to the 2023 Annual General Meeting ('AGM') of Anglo American plc (the 'Company') which will be formally held at The Queen Elizabeth II Centre, Broad Sanctuary, Westminster, London SW1P 3EE (the 'AGM venue') on Wednesday, 26 April 2023 at 11:00. In order to provide all shareholders with the increased opportunity to attend and participate as experienced in 2022, the AGM will again be held as a hybrid meeting in 2023, with shareholders invited to join physically at the AGM venue or virtually via the Lumi platform.

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 in advance of and during the meeting both in person and virtually. Further details on how to access the AGM virtually are set out in Appendix 1 on page 13 of this Notice and the enclosed Online Meeting Guide.

Shareholders are encouraged to submit their questions in advance by sending an email to [e-mail] by 11:00 (UK time) or 12:00 (South Africa time) on Monday 24 April 2023. Additionally, an online platform will enable you to ask questions during the meeting. Further details on how to ask a question virtually are set out on page 13 of this Notice and included in the enclosed Online Meeting Guide.

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 Chair 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 7 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.

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.

Board changes

Resolution 3 relates to the election of Magali Anderson. As announced on 28 February 2023, Magali will join the Board as a non-executive director on 1 April 2023. Her biographical details, setting out the skills and experience that will enable her to contribute to the Company's long term success, are set out on page 13 and may assist shareholders to take an informed decision on her election.

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Remuneration policy

The current remuneration policy was approved by shareholders at the 2020 Annual General Meeting and is now due for renewal. Following a comprehensive review by the Remuneration Committee, it was concluded that the 2020 policy remained effective. The changes proposed for the 2023 policy are designed to provide additional flexibility to optimally support the Company's future strategy and culture under our new Chief Executive. The full proposed remuneration policy is set out on pages 169-178 of the Integrated Annual Report for the year ended 31 December 2022.

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.

Covid-19

We would please ask shareholders, proxies or corporate representatives to not attend the AGM venue in person if they are experiencing any Covid-19 related symptoms. Should you be unwell to travel, you are invited to join the meeting virtually using the Lumi platform, details of which are set out in the enclosed Online Meeting Guide

Yours faithfully

Stuart Chambers

Chairman

6 March 2023

Anglo American plc

Registered in England and Wales No. 3564138

Registered Office: 17 Charterhouse Street, London EC1N 6RA

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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 Centre, Broad Sanctuary, Westminster, London SW1P 3EE and virtually (details set out in Appendix 1

to the Notice of Annual General Meeting) at 11:00 on Wednesday, 26 April 2023 for the following business:

Special resolutions

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

18. To resolve that subject to the passing of resolution 17 above,

the directors be authorised to allot shares wholly for cash pursuant to the authority granted by resolution 17 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 $18.3 million, which represents no more than 2.5% of the total issued ordinary share capital of the Company, in issue at 24 February 2023

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 2022.
2. To declare a final dividend of 74 US cents per ordinary share payable on 28 April 2023 to those shareholders registered at the close of business on 17 March 2023.
3. To elect Magali Anderson as a director of the Company.
4. To re-elect Stuart Chambers as a director of the Company.
5. To re-elect Duncan Wanblad as a director of the Company.
6. To re-elect Stephen Pearce as a director of the Company.
7. To re-elect Ian Ashby as a director of the Company.
8. To re-elect Marcelo Bastos as a director of the Company.
9. To re-elect Hilary Maxson as a director of the Company.
10. To re-elect Hixonia Nyasulu as a director of the Company.
11. To re-elect Nonkululeko Nyembezi as a director of the Company.
12. To re-elect Ian Tyler as a director of the Company.
13. To re-appoint PricewaterhouseCoopers LLP as auditor of the Company for the ensuing year.
14. To authorise the directors to determine the remuneration of the auditor.
15. To approve the remuneration policy section directors' remuneration report set out in the Integrated Annual Report for the year ended 31 December 2022.
16. To approve the implementation report section of the directors' remuneration report set out in the Integrated Annual Report for the year ended 31 December 2022.
17. 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 $36.7 million, which represents not more than 5% of
    the total issued share capital of the Company as at 24 February 2023. This authority shall expire at the earlier of the conclusion of the Annual General Meeting in 2024 or at the close of business on 30 June 2024 (whichever is earlier). Such authority shall be in substitution for all previous authorities pursuant to Section 551 of the Companies Act 2006.

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- 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 2024 or the close of business on 30 June 2024, 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.

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 5486/91 US cents each in the capital of the Company provided that:
2. 1. the maximum number of ordinary shares of 5486/91 US cents each in the capital of the Company authorised to be acquired is 200.5 million;
   2. the minimum price which may be paid for an ordinary share is 5486/91 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 2024 (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 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

6 March 2023

Explanatory notes to the

Notice of Annual General Meeting

The directors believe that the proposed resolutions are in the best interests of the Company and its shareholders and unanimously recommend shareholders to vote in favour, as the directors intend to do in respect of their own beneficial shareholdings.

Resolution 3: Election of a new director

Resolution 3 relates to the election of Magali Anderson, who joins the Board as a non-executive director on 1 April 2023. Her biographical details, setting out the skills and experience that will enable her

to contribute to the Company's long term success, are set out on page 13 and may assist shareholders to take an informed decision on her election.

Resolutions 4 to 12: Re-election of directors

Resolutions 4 to 12 relate to the annual re-election of directors. Their biographical details, setting out the skills and experience that enable each of them to contribute to the Company's long term success, are set out on pages 10-12 and may assist shareholders to take

an informed decision on their re-election. The Board confirms that, following formal performance evaluations, all of the directors continue to perform effectively and demonstrate commitment to the role.

Resolutions 13 to 14: Re-appointment and remuneration of the auditor

The directors recommend the re-election of PricewaterhouseCoopers LLP as auditor, to hold office from, and including, the financial year ending 31 December 2023 until the next meeting at which accounts are laid and authorising the directors to determine the external auditor's remuneration.

Resolution 15: Remuneration policy

This is set out on pages 169-178 of the Integrated Annual Report for the year ended 31 December 2022. In accordance with remuneration reporting rules, this is a binding vote.

Resolution 16: Implementation report

This is set out on pages 179-203 of the Integrated Annual Report for the year ended 31 December 2022. In accordance with remuneration reporting rules, this is an advisory vote.

Resolution 17: Authority to allot securities

The purpose of resolution 17 is to renew the directors' limited power to allot shares. The authority will only allow the directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares up to a nominal value of $36.7 million, which represents not more than 5% of the total issued ordinary share capital of the Company as at 24 February 2023, being the last practicable date prior to the publication of this notice of AGM.

The authority under resolution 17 is intended to provide the directors a limited flexibility to act should circumstances or potential opportunities make it beneficial to shareholders as a whole to allot shares. Please note that the directors are alert to shareholders' interests regarding any potentially dilutive transactions and that as such there are no present plans to allot new shares.

If this resolution is passed, no allotment in excess of the above limit would be possible without additional shareholder approval. This authority will expire on the earlier of the conclusion of the AGM in 2024 or at the close of business on 30 June 2024.

Resolution 18: Disapplication of statutory pre-emption rights

The purpose of resolution 18 is to authorise the directors (subject to the passing of resolution 17) to allot up to approximately half of the new shares proposed for authorisation under resolution 17 on a non pre-emptive basis, meaning without first offering them to existing shareholders pro-rata to their holdings.

The remaining new shares proposed to be authorised for allotment under resolution 17 would be required to be offered pre-emptively to existing shareholders pro-rata to their holdings before they could be offered otherwise.

The exact amount proposed to be allotted non pre-emptively shall have a nominal value of not more than US$18.3 million, which represents no more than 2.5% of the total issued ordinary share capital of the Company, in issue at 24 February 2023.

Under Section 561(1) of the Companies Act 2006, if the directors wish to allot new shares, or grant rights to subscribe for, or convert securities into shares, or sell treasury shares for cash (other than pursuant to an employee share scheme), these must first be offered to existing shareholders pro-rata to their holdings.

Section 561 of the Companies Act 2006 is designed to prevent the holdings of existing shareholders being diluted against their wishes by the allotment of new shares. There may be occasions, however, when the directors need the flexibility to finance business opportunities by the issue of shares without a pre-emptive offer to existing shareholders. This cannot be done under the Companies Act 2006 unless shareholders have first waived their statutory pre-emption rights.

Resolution 18 asks shareholders to do this such that the shareholders will not receive any pre-emption rights in relation to the issue of shares for cash up to a nominal value of $18.3 million, which represents

no more than 2.5% of the total issued ordinary share capital of the Company as at 24 February 2023 (being the last practicable date prior to publication of this notice of AGM). Limb (a) of resolution 18 is to authorise the directors to conduct a pre-emptive offer or rights issue (being an offer of shares to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings) without the need to comply with the strict guidelines of the statutory preemption provisions but instead, subject to such limits, restrictions or arrangements as the directors consider necessary. In addition, there may be circumstances when the directors consider it in the best interests of the Company to allot a limited number of ordinary shares or other equity securities, or sell treasury shares for cash on a non preemptive basis. Accordingly, limb (b) of resolution 18 is to authorise the directors to allot new shares and other equity securities pursuant to the allotment authority given by resolution 17, or sell treasury shares.

The authority granted by resolution 18 will expire at the conclusion of the AGM in 2024 or at the close of business on 30 June 2024, whichever is the earlier.

Please note that the directors are alert to shareholders' interests regarding any potentially dilutive transactions and that as such the directors have no present intention of exercising this authority.

The Board intends to adhere to the provisions in the Pre-emption Group's Statement of Principles as updated on 4 November 2022.

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