General Meeting - Withdrawal of Resolution 2 Rem

Anglo American PLC

08 December 2025

 

Anglo American plc

Registered office: 17 Charterhouse Street, London EC1N 6RA

Registered number: 3564138 (incorporated in England and Wales)

Legal Entity Identifier: 549300S9XF92D1X8ME43

General Meeting - Withdrawal of Resolution 2: Amendment to the Anglo American Long-Term Incentive Plan Awards

The Board of Anglo American plc ("Anglo American") has decided to withdraw Resolution 2 from the agenda of the General Meeting of Shareholders to be held at 17:30 (UK time) on Tuesday, 9 December 2025 (the "General Meeting").

On 10 November 2025, Anglo American published a Notice of General Meeting and Circular to Shareholders (the "Circular") seeking the approval by Shareholders of recommended proposals in connection with the implementation of the merger of equals of Anglo American and Teck Resources Limited ("Teck") to form the Anglo Teck group (the "Merger").

In the Circular, Resolution 2 proposed an amendment to the terms of the 2024 and 2025 Anglo American Long-Term Incentive Plan Awards granted to the Executive Directors.

The Board's Remuneration Committee proposed the amendment after careful consideration and having regard to the principles and objectives set out in Part II (Letter from the Chair of the Remuneration Committee) in the Circular.

Anglo American has engaged extensively with Shareholders in relation to Resolution 2. Whilst Shareholders with whom we consulted strongly supported the objectives of Resolution 2 and appreciated the very specific context for the Proposals, they nonetheless raised a number of concerns when considering more general remuneration principles. Anglo American strongly believes that the proposed amendment represents the most practical way to support the Merger process and the principles and objectives set out in the Circular but, having reflected carefully on Shareholders' concerns, has therefore decided to withdraw Resolution 2 from the agenda of the General Meeting. The Remuneration Committee will continue to ensure that the Company's remuneration mechanisms support effective incentivisation of Anglo American's executive leadership and intends to engage further with Shareholders as part of the development of the updated Directors' remuneration policy that will be submitted to Shareholders at Anglo American's 2026 Annual General Meeting.

The Merger is conditional on the approval of Resolution 1 relating to the allotment and issue of new shares in connection with the Merger. The Merger is not conditional on the approval of Resolution 2.

The Board continues to recommend unanimously that Shareholders vote in favour of the remaining Resolutions proposed at the General Meeting.

The withdrawal of Resolution 2 does not affect the validity of the Circular, the proxy forms, or any votes submitted in respect of the remaining Resolutions to be proposed at the General Meeting.

Arrangements for the General Meeting are unchanged from those previously notified, as is the numbering of the remaining Resolutions at the General Meeting.

Other information

This announcement will be available for viewing on the Anglo American website, https://www.angloamerican.com/investors, as soon as practicable.

Capitalised terms used but not defined in this announcement have the meanings set out in the Circular.

R Price

Company Secretary

Anglo American plc

8 December 2025

 

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