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Notes:
Anglo American is a leading global mining company focused on the responsible production of copper, premium iron ore and crop nutrients – future-enabling products that are essential for decarbonising the global economy, improving living standards, and food security. Our portfolio of world-class operations and outstanding resource endowments offers value-accretive growth potential across all three businesses, positioning us to deliver into structurally attractive major demand growth trends.

Our integrated approach to sustainability and innovation drives our decision-making across the value chain, from how we discover new resources to how we mine, process, move and market our products to our customers – safely, efficiently and responsibly. Our Sustainable Mining Plan commits us to a series of stretching goals over different time horizons to ensure we contribute to a healthy environment, create thriving communities and build trust as a corporate leader. We work together with our business partners and diverse stakeholders to unlock enduring value from precious natural resources for our shareholders, for the benefit of the communities and countries in which we operate, and for society as a whole. Anglo American is re-imagining mining to improve people’s lives.

Anglo American is currently implementing a number of major structural changes to unlock the inherent value in its portfolio and thereby accelerate delivery of its strategic priorities of Operational excellence, Portfolio simplification, and Growth. The sale of our steelmaking coal and nickel businesses and the separation of our iconic diamond business (De Beers) continue to progress and once completed, will focus Anglo American on its world-class resource asset base in copper, premium iron ore and crop nutrients.

www.angloamerican.com

Group terminology
In this document, references to “Anglo American”, the “Anglo American Group”, the “Group”, “we”, “us”, and “our” are to refer to either Anglo American plc and its subsidiaries and/or those who work for them generally, or where it is not necessary to refer to a particular entity, entities or persons. The use of those generic terms herein is for convenience only, and is in no way indicative of how the Anglo American Group or any entity within it is structured, managed or controlled. Anglo American subsidiaries, and their management, are responsible for their own day-to-day operations, including but not limited to securing and maintaining all relevant licences and permits, operational adaptation and implementation of Group policies, management, training and any applicable local grievance mechanisms. Anglo American produces group-wide policies and procedures to ensure best uniform practices and standardisation across the Anglo American Group but is not responsible for the day to day implementation of such policies. Such policies and procedures constitute prescribed minimum standards only. Group operating subsidiaries are responsible for adapting those policies and procedures to reflect local conditions where appropriate, and for implementation, oversight and monitoring within their specific businesses.

Disclaimer
This document is for information purposes only and does not constitute, nor is to be construed as, an offer to sell or the recommendation, solicitation, inducement or offer to buy, subscribe for or sell shares in Anglo American or any other securities by Anglo American or any other party. Further, it should not be treated as giving investment, legal, accounting, regulatory, taxation or other advice and has no regard to the specific investment or other objectives, financial situation or particular needs of any recipient.

Forward-looking statements and third party information
This document includes forward-looking statements. All statements other than statements of historical facts included in this document, including, without limitation, those regarding Anglo American’s financial position, business, acquisition and divestment strategy, dividend policy, plans and objectives of management for future operations, prospects and projects (including development plans and objectives relating to Anglo American’s products, production forecasts and Ore Reserve and Mineral Resource positions) and sustainability performance related (including environmental, social and governance) goals, ambitions, targets, visions, milestones and aspirations, are forward-looking statements. By their nature, such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Anglo American or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Such forward-looking statements are based on numerous assumptions regarding Anglo American’s present and future business strategies and the environment in which Anglo American will operate in the future. Important factors that could cause Anglo American’s actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, levels of actual production during any period, levels of global demand and product prices, unanticipated downturns in business relationships with customers or their purchases from Anglo American, mineral resource exploration and project development capabilities and delivery, recovery rates and other operational capabilities, safety, health or environmental incidents, the effects of global pandemics and outbreaks of infectious diseases, the impact of attacks from third parties on our information systems, natural catastrophes or adverse geological conditions, climate change and extreme weather events, the outcome of litigation or regulatory proceedings, the availability of mining and processing equipment, the ability to obtain key inputs in a timely manner, the ability to produce and transport products profitably, the availability of necessary infrastructure (including transportation) services, the development, efficacy and adoption of new or competing technology, challenges in realising resource estimates or discovering new economic mineralisation, the impact of foreign currency exchange rates on market prices and operating costs, the availability of sufficient credit, liquidity and counterparty risks, the effects of inflation, terrorism, war, conflict, political or civil unrest, uncertainty, tensions and disputes and economic and financial conditions around the world, evolving societal and stakeholder requirements and expectations, shortages of skilled employees, unexpected difficulties relating to acquisitions or divestitures, competitive pressures and the actions of competitors, activities by courts, regulators and governmental authorities such as in relation to permitting or forcing closure of mines and ceasing of operations or maintenance of Anglo American’s assets and changes in taxation or safety, health, environmental or other types of regulation in the countries where Anglo American operates, conflicts over land and resource ownership rights and such other risk factors identified in Anglo American’s most recent Annual Report. Forward-looking statements should, therefore, be construed in light of such risk factors and undue reliance should not be placed on forward-looking statements. These forward-looking statements speak only as of the date of this document. Anglo American expressly disclaims any obligation or undertaking (except as required by applicable law, the City Code on Takeovers and Mergers, the UK Listing Rules, the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the Listings Requirements of the securities exchange of the JSE Limited in South Africa, the SIX Swiss Exchange, the Botswana Stock Exchange and the Namibian Stock Exchange and any other applicable regulations) to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in Anglo American’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Nothing in this document should be interpreted to mean that future earnings per share of Anglo American will necessarily match or exceed its historical published earnings per share. Certain statistical and other information included in this document is sourced from third party sources (including, but not limited to, externally conducted studies and trials). As such it has not been independently verified and presents the views of those third parties, but may not necessarily correspond to the views held by Anglo American and Anglo American expressly disclaims any responsibility for, or liability in respect of, such information.

©Anglo American Services (UK) Ltd 2025.  ^™ and ^™ are trademarks of Anglo American Services (UK) Ltd.

Legal Entity Identifier: 549300S9XF92D1X8ME43

Client Alert  |  December 15, 2025

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While having no immediate impact on ISS and Glass Lewis, the Executive Order heightens the regulatory scrutiny of and pressure on proxy advisory firms’ practices and on the actions of their clients.

On December 11, 2025, President Trump signed an Executive Order[1] directing the Securities and Exchange Commission (SEC), Federal Trade Commission (FTC) and Department of Labor (DoL) to take various actions “to end the outsized influence of proxy advisors that prioritize radical political agendas over investor returns.”[2] The Executive Order specifically calls out Institutional Shareholder Services (ISS) and Glass, Lewis & Co. (Glass Lewis) and alleges that that they “control more than 90 percent of the proxy advisor market.”

Rationale for the Executive Order

The Executive Order’s stated aims are to “increase oversight of and take action to restore public confidence in the proxy advisor industry, including by promoting accountability, transparency, and competition.” The cited reasons for increasing oversight include that ISS and Glass Lewis are both “foreign-owned,” have “enormous influence over corporate governance matters” and “regularly use their substantial power to advance and prioritize radical politically-motivated agendas.” The Executive Order also notes that the practices of ISS and Glass Lewis “raise significant concerns about conflicts of interest and the quality of their recommendations.”

Actions Directed by the Executive Order

The Executive Order directs the SEC to take the following actions with respect to proxy advisors:  (a) review all rules, regulations, guidance, bulletins, and memoranda relating to proxy advisors and consider revising or rescinding any that are inconsistent with the purpose of the Executive Order, especially to the extent that they implicate diversity, equity and inclusion (DEI) or environmental, social and governance (ESG) policies; (b) enforce the Federal securities laws’ anti‑fraud provisions with respect to material misstatements or omissions contained in proxy advisors’ proxy voting recommendations; (c) assess whether to require proxy advisors whose activities fall within the scope of the Investment Advisers Act of 1940 (IAA) to register as Registered Investment Advisers;[3] (d) consider requiring proxy advisors to provide increased transparency on their recommendations, methodology, and conflicts of interest, especially regarding DEI and ESG factors; and (e) analyze whether and when a proxy advisor serves as a vehicle for investment advisers to coordinate and augment their voting decisions with respect to a company’s securities such that they form a group for purposes of Sections 13(d)(3) and 13(g)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”).

The Executive Order also directs the SEC to:  (a) consider revising or rescinding all rules, regulations, guidance, bulletins, and memoranda relating to shareholder proposals, including SEC Rule 14a-8, that are inconsistent with the purpose of the Executive Order; and (b) examine whether the practice of Registered Investment Advisers engaging proxy advisors to advise on (and following the recommendations of such proxy advisors with respect to) non-pecuniary factors in investing, including DEI and ESG factors, is inconsistent with their fiduciary duties.

The Executive Order directs the FTC, in consultation with the Attorney General, to: (a) review ongoing state antitrust investigations into proxy advisors and determine if there is a probable link between conduct underlying those investigations and violations of Federal antitrust law; and (b) investigate whether proxy advisors engage in unfair methods of competition or unfair or deceptive acts or practices that harm U.S. consumers.[4]

The Executive Order directs the DoL to take appropriate actions to: (a) revise its regulations and guidance regarding the fiduciary status of individuals who manage, or (like proxy advisors) advise those who manage, the rights appurtenant to shares held by plans covered under the Employee Retirement Income Security Act of 1974 (ERISA), including proxy votes and corporate engagement, consistent with the policy of the Executive Order; (b) act to strengthen the fiduciary standards of pension and retirement plans covered under ERISA, including by assessing whether proxy advisors act solely in the financial interests of plan participants and the extent to which any of their practices undermine the pecuniary value of the assets of ERISA plans; and (c) enhance transparency concerning the use of proxy advisors, particularly regarding DEI and ESG investment practices.

The Executive Order is the Latest Salvo Aimed at Proxy Advisors

The Executive Order is the latest in a series of regulatory, legislative and legal initiatives directed at the policies and practices of proxy advisory firms. Other recent examples include:

• Texas legislation seeking to impose certain requirements on proxy advisory firms, which legislation is subject to ongoing litigation;[5]

• Florida’s attorney general filing a lawsuit against ISS and Glass Lewis alleging that both firms misled Florida consumers, abused their dominance over the shareholder-voting market, and “weaponized” their influence to impose an ideological agenda on American companies and Florida retirees in violation of Florida’s consumer protection and antitrust laws.[6]

• Congressional action, including proposed legislation seeking to regulate proxy advisors[7] and institutional investors’ use of the proxy advisors’ services,[8] as well as hearings in the U.S. House of Representatives titled “Exposing the Proxy Advisory Cartel: How ISS and Glass Lewis Influence Markets”[9] and “The Proxy Advisor Duopoly’s Anticompetitive Conduct”;[10]

• several state attorneys general sending letters to ISS and Glass Lewis requesting information regarding the firms’ priorities relating to climate and DEI, and accusing the firms of prioritizing nonpecuniary goals over companies’ financial performance;[11]

• several state attorneys general subsequently announcing investigations into whether ISS and Glass Lewis violated various states’ consumer protection statutes by making misleading representations regarding their consideration of ESG and DEI factors;[12] and

• the FTC investigating whether ISS and Glass Lewis violated antitrust laws through their business of guiding shareholder votes on contentious topics.[13]

Proxy Advisor Responses

Responses by proxy advisors to the rising tide of federal and state-level scrutiny and actions provide insight into how they will likely address the impacts of the Executive Order.  For example, proxy advisors challenged a new Texas state law that subjects the firms to extensive public and directed disclosure obligations when their recommendations or services are deemed to be based on alleged non-financial factors.[14] The proxy advisors may adopt a similar posture in response to regulatory actions that emerge from the Executive Order.

Additionally, in response to the enhanced scrutiny they are facing, proxy advisors recently announced changes to their benchmark policies and proxy voting recommendations.  For example, Glass Lewis is moving away from its standard voting guidelines to instead offer more customized voting frameworks for its institutional clients.  Similarly, ISS updated its proxy voting guidelines for meetings after February 1, 2026, to (among other changes) move away from generally recommending votes “for” environmental and social shareholder proposals to a case-by-case assessment and recommendation. It is likely that proxy advisors will continue to strategically and preemptively evolve their business models in response to the rulemaking actions that emerge from the Executive Order.

What’s Next?

While having no immediate impact on ISS and Glass Lewis, the Executive Order heightens the regulatory scrutiny of and pressure on their practices and on the actions of their clients. Although rule amendments and enforcement investigations will take time before having any impact and face other hurdles,[15] the Executive Order’s call for agencies to revise or rescind guidance, bulletins, and other interpretations that are inconsistent with the rationale and objectives of the Executive Order opens the possibility for additional near-term pronouncements that could further scramble what already will be a unique proxy season. Among other things, we expect the SEC staff to revisit the guidance in Staff Legal Bulletin No. 20,[16] which provides Staff guidance about investment advisers’ responsibilities in voting client proxies and retaining proxy advisory firms and the availability and requirements of two exemptions to the federal proxy rules for proxy advisory firms.  Similarly, much of the practice around shareholder proposals under Rule 14a-8 is founded on Commission and Staff interpretive guidance and, as Commissioner Uyeda recently observed, internal Staff memorandum.[17]

There may also be near-term effects on proxy advisors’ clients, which could impact public companies’ shareholder engagement strategies during the 2026 proxy season. While most large institutional investors do not rely on the proxy advisors’ voting recommendations (whether or not they subscribe to the firms’ analyses), and instead operate under their own voting policy guidelines, these firms increasingly are passing voting decisions through to the beneficial owners, and remain cautious while engaging with portfolio companies in order to protect their Schedule 13G passive investor status. Other institutional investors that follow or rely heavily on the proxy advisors’ voting recommendations may alter their voting practices out of concern of being viewed as part of a Section 13(d) group.[18] Those institutional investors might change their voting practices, at least to the extent that in the past they automatically or by default voted in line with a proxy advisor’s recommendation promptly after the recommendation was issued, and some may be less inclined to follow a proxy advisor’s voting recommendation, particularly in the context of “vote no” campaigns or proxy contests that target incumbent directors. As a result, public companies may be less able to forecast voting outcomes, placing a greater premium on companies clearly and concisely communicating their perspective on matters being put to a vote, both through their proxy statements and through on-going shareholder engagement.

[1] The White House, Protecting American Investors from Foreign-Owned and Politically-Motivated Proxy Advisors (Dec. 11, 2025).

[2] The White House, Fact Sheet: President Donald J. Trump Protects American Investors from Foreign-Owned and Politically-Motivated Proxy Advisors.

[3] ISS is currently registered as an investment adviser, and Glass Lewis recently announced its intention to also register.  See Glass Lewis, A Personal Commitment to Change Proxy Voting Practices (Nov. 25, 2025).

[4] Such acts or practices include “(i) conspiring or colluding, explicitly or implicitly, to diminish the value of consumer investments (including pensions and retirement accounts); (ii) failing to adequately disclose conflicts of interest; (iii) providing misleading or inaccurate information; (iv) undermining the ability of consumers to make informed choices; or (v) otherwise engaging in conduct that violates the antitrust laws.”

[5] See Gibson Dunn, Texas Court Blocks Enforcement of New Texas Proxy Advisor Law Against ISS and Glass Lewis (Aug. 30, 2025) (August 2025 Alert).

[6] See Office of the Attorney General, State of Florida, Attorney General James Uthmeier Sues Proxy Advisory Giants for Deceiving Investors and Manipulating Corporate Governance (Nov. 20, 2025).

[7] See H.R. 4098, the Stopping Proxy Advisor Racketeering Act, which would prohibit proxy advisors from providing proxy voting advice while facing a “conflict of interest.”

[8] See H.R. 3402, which would require “institutional investment managers” that use proxy advisors to disclose the percentage of their votes on shareholder proposals that are consistent with proxy advisors’ recommendations and explain how they consider such recommendations in making voting decisions. For institutional investment managers with at least $100 billion in assets under management, the bill would also require an economic analysis of each shareholder proposal on which they cast votes inconsistent with the recommendations of boards composed of a majority of independent directors.

[9] Hearing held by the U.S. House Committee on Financial Services, Subcommittee on Capital Markets on April 29, 2025. See, e.g., Testimony of Elizabeth Ising Before the U.S. House Committee on Financial Services, Subcommittee on Capital Markets.

[10] Hearing held by the U.S. House Committee on the Judiciary, Subcommittee on the Administrative State, Regulatory Reform, and Antitrust on June 25, 2025.

[11] Sean D. Reyes, Utah Att’y Gen., et al., Letter to Gary Retelny, President & Chief Exec. Officer, ISS, and Kevin Cameron, Exec. Chairman, Glass, Lewis & Co. (Jan. 17, 2023).

[12] See, e.g., Office of the Attorney General, State of Texas, Attorney General Ken Paxton Investigates Proxy Advisors Glass Lewis and ISS for Misleading Public Companies to Push Radical Agenda (Sept. 16, 2025).

[13] See Wall Street Journal, Proxy Advisers ISS and Glass Lewis Are Facing Antitrust Probes (Nov. 12, 2025).

[14] See August 2025 Alert.

[15] Of note is the need to consider the ability of the SEC to regulate proxy advisors under the Exchange Act in light of the July 1, 2025, ruling by the U.S. Court of Appeals for the D.C. Circuit that proxy voting advice issued by proxy advisory firms does not constitute a “solicitation” under the Exchange Act. ISS v. SEC, 142 F.4th 757 (D.C. Cir. 2025), available at https://media.cadc.uscourts.gov/opinions/docs/2025/07/24-5105-2123183.pdf.

[16] Staff Legal Bulletin No. 20, Proxy Voting Responsibilities of Investment Advisers and Availability of Exemptions from the Proxy Rules for Proxy Advisory Firms (June 30, 2014).

[17] Comm’r. Mark T. Uyeda, Remarks at the 2025 Institute for Corporate Counsel (Dec. 3, 2025)

[18] Id. (stating that “funds and asset managers using [proxy voting advisory businesses] for voting decisions may have formed a group for purposes of Section 13(d)(3) or Section 13(g)(3) of the Securities Exchange Act”).

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The following Gibson Dunn lawyers prepared this update: Elizabeth Ising, Mellissa Duru, Julia Lapitskaya, Ronald Mueller, Aaron Briggs, and Nathan Marak.

Gibson Dunn’s lawyers are available to assist with any questions you may have regarding the SEC’s announcement, or federal securities laws and regulations more generally. Please contact the Gibson Dunn lawyer with whom you usually work, the authors, or any of the following leaders and members of the firm’s Securities Regulation & Corporate Governance, Administrative Law & Regulatory, or Antitrust & Competition practice groups:

Securities Regulation & Corporate Governance:
Aaron Briggs – San Francisco (+1 415.393.8297, abriggs@gibsondunn.com)
Mellissa Campbell Duru – Washington, D.C. (+1 202.955.8204, mduru@gibsondunn.com)
Elizabeth Ising – Washington, D.C. (+1 202.955.8287, eising@gibsondunn.com)
Thomas J. Kim – Washington, D.C. (+1 202.887.3550, tkim@gibsondunn.com)
Brian J. Lane – Washington, D.C. (+1 202.887.3646, blane@gibsondunn.com)
Julia Lapitskaya – New York (+1 212.351.2354, jlapitskaya@gibsondunn.com)
Ronald O. Mueller – Washington, D.C. (+1 202.955.8671, rmueller@gibsondunn.com)
Michael A. Titera – Orange County (+1 949.451.4365, mtitera@gibsondunn.com)
Geoffrey E. Walter – Washington, D.C. (+1 202-887-3749, gwalter@gibsondunn.com)
Lori Zyskowski – New York (+1 212.351.2309, lzyskowski@gibsondunn.com)

Administrative Law & Regulatory:
Eugene Scalia – Washington, D.C. (+1 202.955.8673, escalia@gibsondunn.com)

Antitrust & Competition:
Kristen C. Limarzi – Washington, D.C. (+1 202.887.3518, klimarzi@gibsondunn.com)
Michael J. Perry – Washinton, D.C. (+1 202.887.3558, mjperry@gibsondunn.com)

© 2025 Gibson, Dunn & Crutcher LLP.  All rights reserved.  For contact and other information, please visit us at www.gibsondunn.com.

Attorney Advertising: These materials were prepared for general informational purposes only based on information available at the time of publication and are not intended as, do not constitute, and should not be relied upon as, legal advice or a legal opinion on any specific facts or circumstances. Gibson Dunn (and its affiliates, attorneys, and employees) shall not have any liability in connection with any use of these materials.  The sharing of these materials does not establish an attorney-client relationship with the recipient and should not be relied upon as an alternative for advice from qualified counsel.  Please note that facts and circumstances may vary, and prior results do not guarantee a similar outcome.

• Applications for the $25 million Regional
  Housing Support Fund have been extended until 5pm Friday, 6 February 2026
• Funding is available for housing and land
  projects in regional Western Australia
• Part of the Cook Government’s commitment to
  ensure every Western Australian has a home

The Cook Government has
extended the application deadline for the $25 million Regional Housing Support
Fund, giving regional stakeholders more time to develop their applications for
support to deliver new housing projects.

The fund is part of the
Government’s $5.8 billion investment in housing measures and commitment to
ensuring regional Western Australians have a place to call home.

By removing barriers to
housing, the fund aims to create jobs and drive economic and community growth
throughout the regions.

Local governments,
community housing providers, and developers or landowners can apply for funding
to help address demonstrated and quantified feasibility gaps for a wide range
of project costs, provided the project proposes a minimum of three residential
dwellings or lots.

With strong interest
already received for the fund, applications for the competitive grant will be
extended to 5pm Friday, 6 February 2026. This extension provides applicants
additional time to prepare their submissions, including business cases.

With high demand
expected, applicants are advised to ensure their applications clearly identify
the feasibility gap their project is facing.

Applications close 5pm
Friday, 6 February 2026. For more information and to apply, visit the Regional
Housing Support Fund website.

Comments attributed to
Planning and Lands and Housing and Works Minister John Carey:

“We’re listening to
feedback from regional stakeholders and making sure that they have time to
access support for vital housing projects.

“The Cook Government is
committed to breaking down barriers to housing supply and supporting growth in
our regional communities.

“This fund is about
unlocking new housing opportunities, creating jobs, and strengthening the
regions.

“We want to see strong,
well-prepared applications that will deliver real benefits for local
communities.”