Edgar Filing: ANGLOGOLD ASHANTI LTD

Page 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

Report on Form 6-K dated April 11, 2013

Commission File Number 1-14846

AngloGold Ashanti Limited

(Name of registrant)

76 Jeppe Street

Newtown, 2001

(P.O. Box 62117, Marshalltown, 2107)

South Africa

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form
20-F or Form 40-F.

Form 20-F X Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):

Yes

No X

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):

Yes

No X

Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.

Yes No X

Enclosure: ANGLOGOLD ASHANTI NOTICE OF ANNUAL GENERAL MEETING

2012

{

NOTICE OF ANNUAL

GENERAL MEETING

Safety is our ﬁrst value.

We place people ﬁrst and correspondingly put the highest

priority on safe and healthy practices and systems of work.

We are responsible for seeking out new and innovative ways to

ensure that our workplaces are free of occupational injury and

illness. We live each day for each other and use our collective

commitment, talents, resources and systems to deliver on our

most important commitment ... to care.

We treat each other with dignity and respect.

We believe that individuals who are treated with respect and

who are entrusted to take responsibility respond by giving

their best. We seek to preserve people’s dignity, their sense

of self-worth in all our interactions, respecting them for who

they are and valuing the unique contribution that they can

make to our business success. We are honest with ourselves

and others, and we deal ethically with all of our business and

social partners.

We value diversity.

We aim to be a global leader with the right people for the right

jobs. We promote inclusion and team work, deriving beneﬁt

from the rich diversity of the cultures, ideas, experiences and

skills that each employee brings to the business.

We are accountable for our actions and
undertake to deliver on our commitments.

We are focused on delivering results and we do what we

say we will do. We accept responsibility and hold ourselves

accountable for our work, our behaviour, our ethics and our

actions. We aim to deliver high performance outcomes and

undertake to deliver on our commitments to our colleagues,

business and social partners, and our investors.

The communities and societies in which we
operate will be better off for AngloGold Ashanti
having been there.

We uphold and promote fundamental human rights where we

do business. We contribute to building productive, respectful

and mutually beneﬁcial partnerships in the communities in

which we operate. We aim to leave host communities with a

sustainable future.

We respect the environment.

We are committed to continually improving our processes in

order to prevent pollution, minimise waste, increase our carbon

efﬁciency and make efﬁcient use of natural resources. We will

develop innovative solutions to mitigate environmental and

climate risks.

MISSION

To create value for our shareholders, our employees and our business and social partners through safely and responsibly exploring,

mining and marketing our products. Our primary focus is gold and we will pursue value creating opportunities in other minerals where

we can leverage our existing assets, skills and experience to enhance the delivery of value.

VALUES

OUR

VISION

TO BE THE LEADING MINING COMPANY

CONTENTS

SCOPE OF ANGLOGOLD
ASHANTI ANNUAL REPORTS
2012

NOTICE OF ANNUAL
GENERAL MEETING

ANNEXURE 1 –
REMUNERATION POLICY

IMPORTANT NOTES ABOUT
THE ANNUAL GENERAL
MEETING

ADMINISTRATIVE
INFORMATION

Forward-looking statements

Certain statements contained in this document, other than statements of historical
fact, including, without limitation, those concerning the economic outlook for the
gold mining industry, expectations regarding gold prices, production, cash costs
and other operating results, return on equity, productivity improvements, growth
prospects and outlook of AngloGold Ashanti’s operations, individually or in the
aggregate, including the achievement of project milestones, the commencement and
completion of commercial operations of certain of AngloGold Ashanti’s exploration
and production projects and the completion of acquisitions and dispositions,
AngloGold Ashanti’s liquidity and capital resources and capital expenditures and
the outcome and consequence of any potential or pending litigation or regulatory
proceedings or environmental issues, are forward-looking statements regarding
AngloGold Ashanti’s operations, economic performance and financial condition.
These forward-looking statements or forecasts involve known and unknown risks,
uncertainties and other factors that may cause AngloGold Ashanti’s actual results,
performance or achievements to differ materially from the anticipated results,
performance or achievements expressed or implied in these forward-looking
statements. Although AngloGold Ashanti believes that the expectations reflected
in such forward-looking statements and forecasts are reasonable, no assurance
can be given that such expectations will prove to have been correct. Accordingly,
results could differ materially from those set out in the forward-looking statements
as a result of, among other factors, changes in economic, social and political and
market conditions, success of business and operating initiatives, changes in the
regulatory environment and other government actions, including environmental
approvals, fluctuations in gold prices and exchange rates, the outcome of pending
or future litigation proceedings and business and operational risk management. For
a discussion of such risk factors, refer to the section titled “Risk factors related to
AngloGold Ashanti’s suite of 2012 reports” on the AngloGold Ashanti online corporate
report website at www.aga-reports.com. These factors are not necessarily all of
the important factors that could cause AngloGold Ashanti’s actual results to differ
materially from those expressed in any forward-looking statements. Other unknown
or unpredictable factors could also have material adverse effects on future results.
Consequently, readers are cautioned not to place undue reliance on forward-looking
statements. AngloGold Ashanti undertakes no obligation to update publicly or release
any revisions to these forward-looking statements to reflect events or circumstances
after the date of the 2012 suite of annual reports, or to reflect the occurrence of
unanticipated events, except to the extent required by applicable law. All subsequent
written or oral forward-looking statements attributable to AngloGold Ashanti or any
person acting on its behalf are qualified by the cautionary statements herein. This
communication may contain certain “Non-GAAP” financial measures. AngloGold
Ashanti utilises certain Non-GAAP performance measures and ratios in managing its
business. Non-GAAP financial measures should be viewed in addition to, and not as
an alternative for, the reported operating results or cash flow from operations or any
other measures of performance prepared in accordance with IFRS. In addition, the
presentation of these measures may not be comparable to similarly titled measures
other companies may use. AngloGold Ashanti posts information that is important to
investors on the main page of its website at www.anglogoldashanti.com and under
the “Investors” tab on the main page. This information is updated regularly. Investors
should visit this website to obtain important information about AngloGold Ashanti.

}

{

(Incorporated in the Republic of South Africa)

Registration number 1944/017354/06

ISIN: ZAE000043485

JSE Share code: ANG

(“AngloGold Ashanti” or “the company”)

Reports printed in South Africa were printed on Triple Green Silk 115gsm. A local
double coated, high-white, wood-free coated art paper produced by Sappi at the
Stanger Mill in South Africa. ISO 9001 and 14001 certiﬁcation. PEFC, Sustainable
Forest Initiative, FSC and CoC standards compliant. Sappi Stanger Mill is one of
the only mills in the world that uses bagasse as its primary source of pulp. The
pulp is a by-product of sugar production, being the ﬁbrous material remaining after
raw sugar has been extracted from sugar cane. This paper is free of both acid and
elemental chlorine and is recyclable.

Download
the full Online
Sustainability
Report 2012

2012

{

ONLINE

SUSTAINABILITY

REPORT

Download the full
Mineral Resource
and Ore Reserve
Report 2012

2012

{

MINERAL RESOURCE

AND ORE RESERVE

REPORT

Download the
full Sustainability
Report 2012

2012

{

SUSTAINABILITY

REPORT

Our primary platform for
reporting is our online report at

www.aga-reports.com

Online report

Download the full
Annual Integrated
Report 2012

2012

{

ANNUAL

INTEGRATED

REPORT

Download the full
Annual Financial
Statements 2012

2012

{

ANNUAL

FINANCIAL

STATEMENTS

SCOPE OF ANGLOGOLD ASHANTI ANNUAL
REPORTS 2012

This Notice of Annual General Meeting has been approved by

the AngloGold Ashanti board of directors and was signed on

their behalf by Mr TT Mboweni, Chairman on 19 March 2013.

This document does not provide a holistic assessment of the

group’s business, performance, risks or prospects. It should be

read in conjunction with the suite of reports that make up the

company’s Annual Report 2012. These are:

The Annual Integrated Report, the primary document in

the suite of reports which has been produced in line with the

recommendations of the King Code of Governance for South

Africa, 2009 (King III) and the Listings Requirements of the

Johannesburg Stock Exchange (JSE Listings Requirements),

the home of our primary listing. We have taken cognisance

of local and international recommendations on integrated

reporting in developing our report content, and the style of

reporting. It contains an holistic view of our business – now

and in the future – containing operational, ﬁnancial and non-

ﬁnancial information. As this is a group-level report, operational

targets and performance are discussed at a group level. This

report is available online and, on request, as a printed report.

The Annual Financial Statements, which has been prepared

in accordance with: the International Financial Reporting

Standards (IFRS); the South African Companies Act, 71 of

2008 (as amended); and the JSE Listings Requirements. This

report is submitted to the JSE in South Africa, as well as the

London, New York, Ghana and Australian stock exchanges

on which AngloGold Ashanti is listed. This report is available

online and, on request, as a printed report.

The Sustainability Report, which provides insight into our

approach to sustainability, and objectives, strategy and

performance. This global report focuses on those sustainability

issues that we have determined to be most important to us

and to our stakeholders. This report is available online and, on

request, as a printed report.

The Online Sustainability Report, which provides a more

comprehensive view of our business, has been produced

in accordance with the Global Reporting Initiative’s (GRI)

3.0 guidelines, as well as GRI’s Mining and Metals Sector

Supplement, the Sustainable Development Framework of

the International Council on Metals and Mining (ICMM), the

principles of the United Nations Global Compact (UNGC) and

the Extractive Industries Reporting Initiative (EITI). This report

is available online.

The Mineral Resource and Ore Reserve Report, which

records our Mineral Resource and Ore Reserve in accordance

with the South African Code for Reporting of Exploration

Results, Mineral Resources and Mineral Reserves (The

SAMREC Code, 2007 edition), and the Australasian Code

for Reporting of Exploration Results, Mineral Resources and

Ore Reserves (The JORC Code, 2004 edition). This report has

been prepared and reviewed with consent by the Competent

Persons as deﬁned in terms of these codes.

The Operational Proﬁles, which provide detailed ﬁnancial and

non-ﬁnancial information on each of our operations and projects.

These will be made available online at www.aga-reports.com,

and will be downloadable in a pdf format.

Unless otherwise stated, $ or dollar refers to US dollars. For

terminology used refer to the glossary of terms at www.aga-

reports.com.

All these reports and documents are available on AngloGold

Ashanti’s online corporate report website,www.aga-reports.com.

Shareholders wishing to receive a printed copy of all or some

of these reports at no cost, may request these from the share

registrars whose contact details are shown on the inside back

cover, or from the company’s registered address, or website at

www.anglogoldashanti.com.

REPORT OF THE INDEPENDENT AUDITORS

Ernst & Young Inc. have audited the ﬁnancial statements for

the 2012 ﬁnancial year which comprise the statements of

ﬁnancial position, the income statements, the statements

of comprehensive income, statements of cash ﬂows and

statements of changes in equity and summarised notes to the

ﬁnancial statements. The individual auditor assigned to perform

the audit is Mr L Tomlinson. Their unmodiﬁed audit report is

available for inspection at the company’s registered ofﬁce.

This Notice of Annual General Meeting gives
notice of the 69th annual general meeting of
shareholders of AngloGold Ashanti Limited to
be held on Monday, 13 May 2013, at 11:00
(South African time).

2012 NOTICE OF ANNUAL GENERAL MEETING

}

REGISTERED AND CORPORATE OFFICE

76 Jeppe Street, Newtown, Johannesburg, 2001, South Africa

(PO Box 62117, Marshalltown, 2107).

Important information regarding attendance
at the annual general meeting

IDENTIFICATION

In terms of section 63(1) of the Companies Act, No 71 of

2008 (as amended) (“the Companies Act”), before any person

may attend or participate in the annual general meeting, that

person must present reasonably satisfactory identiﬁcation and

the person presiding at the annual general meeting must be

reasonably satisﬁed that the right of the person to participate

and vote at the annual general meeting, either as a shareholder,

or as a proxy for a shareholder, has been reasonably veriﬁed.

Forms of identiﬁcation include the presentation of a valid identity

document, driver’s licence or passport.

RECORD DATES, VOTING AND PROXIES

The Board of Directors of the company (“board”) have

determined, in accordance with sections 59(1)(a) and (b) of the

Companies Act, that:

•

the record date for the purposes of receiving notice of

the annual general meeting (being the date on which a

shareholder must be registered in the company’s register of

shareholders in order to participate in and vote at the annual

general meeting), shall be the close of business on Thursday,

28 March 2013; and

•

the record date for the purposes of participating in and

voting at the annual general meeting (being the date on

which a shareholder must be registered in the company’s

the annual general meeting) shall be the close of business on

Friday, 3 May 2013 (“Record Date”).

If you have dematerialised your shares
without “own name” registration

•

Voting at the annual general meeting

• If you have not been contacted by your CSDP or

broker, it would be advisable for you to contact your

CSDP/broker and furnish them with your voting

instructions.

• If your CSDP/broker does not obtain voting

instructions from you, they will vote in accordance with

the instructions contained in the agreement concluded

between you and your CSDP/broker.

• You must NOT complete the attached form of proxy.

•

Attendance and representation at the annual general

meeting

In accordance with the mandate between you and your

CSDP/broker, you must advise your CSDP/broker if you

wish to attend the annual general meeting in person,

or if you wish to send a proxy to represent you at the

annual general meeting. Your CSDP/broker will issue the

necessary letter of representation to you or your proxy to

attend the annual general meeting.

If you have not dematerialised your shares
or have dematerialised your shares with
“own name” registration:

•

Voting, attendance and representation at the annual

general meeting

• You may attend, speak and vote at the annual general

meeting in person.

• Alternatively, you may appoint one or more proxies

to represent you at the annual general meeting by

completing the attached form of proxy in accordance

with the instructions it contains. A proxy need not be

a shareholder of the company. It is requested that the

form be lodged with or posted to the share registrars

to be received no later than 11:00 (South African time)

on Thursday, 9 May 2013.

C. Lodging of voting instruction forms:

•

Duly completed CDI voting instruction forms must be

received by the share registrars in Perth, Australia, by

11:00 (Perth time) on Tuesday, 7 May 2013.

•

Duly completed DI voting instruction forms must be

received by the Depositary in Bristol, England, by 11:00

(UK time) on Tuesday, 7 May 2013.

•

In accordance with the AngloGold Ashanti Ghanaian

Depositary Shares (“GhDSs”) Agreement dated 26 April

2004, the Ghanaian Depositary will mail all appropriate

notices, together with a voting instruction form, to

NOTICE OF ANNUAL GENERAL MEETING

This document is important and requires your
immediate attention

{

NOTICE OF ANNUAL GENERAL MEETING continued

holders of GhDSs who have elected to receive same.

Holders of GhDSs may direct the Depositary, via the

voting instruction form, to vote on their behalf in the

manner such holders may direct. Duly completed GhDS

voting instruction forms must be received by the share

registrars in Ghana by 11:00 (Accra time) on Tuesday,

7 May 2013.

ELECTRONIC PARTICIPATION

In compliance with the provisions of the Companies Act,

AngloGold Ashanti intends to offer shareholders reasonable

access, through electronic facilities, to participate in the

annual general meeting by means of a conference call facility.

Shareholders will be able to listen to the proceedings and raise

questions should they wish to do so and are invited to indicate

their intention to make use of this facility by making application,

in writing (including details as to how the shareholder or

representative can be contacted) to the share registrars at

the address set out on the inside back cover of this Notice of

Meeting. The application is to be received by the share registrars

at least ten business days prior to the date of the annual general

meeting, namely Thursday, 25 April 2013. The share registrars

will, by way of e-mail, provide information enabling participation

to those shareholders who have made application. Given the

company’s listings in a range of jurisdictions, voting will not be

possible via the electronic facility and shareholders wishing to

exercise their voting rights at the annual general meeting are

required to be represented at the meeting either in person,

by proxy or by letter of representation, as or in the notice

of meeting.

Included in this document are the following:

•

The notice of annual general meeting setting out the

resolutions to be proposed at the meeting, together with

explanatory notes. There are also guidance notes if you wish

to attend the meeting (for which purpose a map indicating

the location of the annual general meeting is included) or to

vote by proxy.

•

A proxy form for completion, signature and submission to the

share registrars by shareholders holding AngloGold Ashanti

ordinary shares in certiﬁcated form or in dematerialised form

with “own name” registration.

•

A CDI voting instruction form for completion, signature and

submission by holders of Chess Depositary Interests (CDIs)

trading on the Australian Securities Exchange.

•

A DI voting instruction form for completion, signature and

submission by holders of CREST Depositary Interests (DIs)

trading on the London Stock Exchange.

•

A GhDS voting instruction form for completion, signature

and submission by holders of Ghanaian Depositary Shares

(GhDSs).

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 69th annual general meeting of

shareholders of AngloGold Ashanti will be held in The Auditorium,

AngloGold Ashanti Limited, 76 Jeppe Street, Newtown,

Johannesburg, South Africa, on Monday, 13 May 2013, at

11:00 (South African time), to consider and, if deemed ﬁt,

pass, with or without modiﬁcation, the ordinary and special

resolutions set out below and to deal with such other business

as may be lawfully dealt with at the meeting.

1. Presentation to shareholders of:

•

the consolidated annual ﬁnancial statements of the

company and its subsidiaries for the year ended

31 December 2012

•

directors’ report

•

external auditors’ report

•

audit committee chairman’s report

•

social, ethics and transformation committee

chairperson’s report

The Annual Integrated Report 2012 is included with this

notice of annual general meeting.

2. Ordinary resolution number 1

Re-appointment of Ernst & Young Inc. as auditors

of the company

“Resolved as an ordinary resolution that Ernst & Young

Inc. be and are hereby appointed as the auditors of the

company from the conclusion of the annual general meeting

at which this resolution is passed, until the conclusion of

the next annual general meeting of the company.”

The reason for proposing ordinary resolution number 1 is

to re-appoint Ernst & Young Inc., which retires as independent

auditor of the company at the conclusion of this annual

general meeting, as the independent auditor of the company,

until the conclusion of the next annual general meeting

of the company, in compliance with section 90 of the

Companies Act.

3. Ordinary resolution number 2

Election of Mr MJ Kirkwood as a director

“Resolved that Mr MJ Kirkwood, who was appointed by

the board and retires in terms of the memorandum of

incorporation of the company and is eligible and available

for election, is elected as a director of the company.”

The reason for proposing ordinary resolution number 2 is

that Mr MJ Kirkwood, having been appointed by the board

as a director of the company since the previous annual

general meeting, holds ofﬁce only until this annual general

meeting.

2012 NOTICE OF ANNUAL GENERAL MEETING

}

Michael Kirkwood joined the board of AngloGold Ashanti

on 1 June 2012 and is a member of the Nominations,

Investment, Remuneration, Audit and Corporate Governance

and Social, Ethics and Transformation committees. He is

a highly experienced and respected former international

banker, having worked at the highest levels of Citigroup

during his 30 year career with the bank. He is currently

chairman of Circle Holdings PLC, sits on the boards of UK

Financial Investments Ltd and Eros International plc, and is

Senior Advisor (former Chairman) of Ondra Partners LLP.

4. Ordinary resolution number 3

Election of Mr AM O’Neill as a director

“Resolved that Mr AM O’Neill, who was appointed by

the board and retires in terms of the memorandum of

incorporation of the company and is eligible and available

for election, is elected as a director of the company.”

The reason for proposing ordinary resolution number 3 is

that Mr AM O’Neill, having been appointed by the board as

a director since the previous annual general meeting, holds

ofﬁce only until this annual general meeting.

Tony O’Neill joined AngloGold Ashanti in July 2008

as Executive Vice President – Business and Technical

Development, having consulted to the company prior to this

on its asset portfolio strategy. He is a mining engineer with

an MBA from the University of Melbourne. His extensive

career in mining, predominantly in the gold sector, has

spanned almost 35 years, including his previous role as

executive in charge of operations at Newcrest Mining and

before that as the executive in charge of the gold business

of Western Mining Corporation. Tony is a recognised global

business and technical expert in the mining industry. He

has led the strategy development and delivery of signiﬁcant

turnarounds in large, complex and geographically diverse

mining businesses; capitalising on his deep understanding

of the resources sector, its inputs, and conditions for

success. As Executive Vice President – Business and

Technical Development for AngloGold Ashanti, Tony has

had full accountability for a wide global portfolio ranging

from exploration, innovation and improvement, strategy,

mergers and acquisitions, asset management, business

knowledge and information technology, supply chain and

safety and environment.

5. Ordinary resolution number 4

Re-election of Mr S Venkatakrishnan (Venkat) as a

director

“Resolved that Mr S Venkatakrishnan, who retires by

rotation in terms of the memorandum of incorporation of

the company and is eligible and available for re-election, is

re-elected as a director of the company.”

The reason for proposing ordinary resolution number 4 is

that Mr S Venkatakrishnan retires by rotation as a director

at the annual general meeting and offers himself for

re-election.

Venkat joined AngloGold Ashanti on 1 July 2004,

having been Chief Financial Ofﬁcer at Ashanti Goldﬁelds

Company Limited (Ashanti) until that company’s merger

with AngloGold Limited in May 2004. He was appointed to

the board on 1 August 2005, is a member of the Executive,

Risk and Information Integrity and Investment committees

and is also invited to attend meetings of the Audit and

Corporate Governance and Remuneration committees.

Venkat has extensive ﬁnancial experience, having been a

director in the reorganisation services division of Deloitte &

Touche in London prior to joining Ashanti in 2000. Venkat

is a member of the audit committee of the World Gold

Council and has recently been appointed to the Financial

Reporting Investigation Panel, and advisory panel of the

JSE. Venkat led the team that eliminated a 12Moz hedge

book at an attractive average price, generating signiﬁcant

value for the company. He was also the key executive

behind rebuilding the balance sheet through a series

of successful and innovative ﬁnancings that included

debt, convertible debt and equity. His efforts to secure

an international investment grade rating for AngloGold

Ashanti and then to successfully defend that rating after

a wave of industrial unrest in South Africa, has helped

AngloGold Ashanti retain a competitive cost of capital. As

the lead executive of all M&A activity, he has successfully

negotiated a series of acquisitions and disposals, including

the $1bn sale of the Boddington stake to Newmont and

the sale of Tau Lekoa to Simmer & Jack.

6. Ordinary resolution number 5

Appointment of Prof LW Nkuhlu as a member of

the Audit and Corporate Governance Committee

of the company

“Resolved that Prof LW Nkuhlu is appointed as a member

of the Audit and Corporate Governance Committee, from

the conclusion of the annual general meeting at which this

resolution is passed until the conclusion of the next annual

general meeting of the company.”

Wiseman Nkuhlu, BCom, CA (SA), MBA (New York

University), was ﬁrst appointed to the board on

4 August 2006 and resigned on 30 April 2009. He was

reappointed to the board on 1 June 2009. He is chairman

of the Audit and Corporate Governance Committee

and also serves as a member of the Financial Analysis,

Investment, Nominations, Risk and Information Integrity,

Safety, Health and Sustainable Development, Social,

Ethics and Transformation, Party Political Donations and

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NOTICE OF ANNUAL GENERAL MEETING continued

Remuneration committees. Prof Nkuhlu, a respected

South African academic, educationist, professional and

business leader, served as Economic Adviser to the

former President of South Africa, Mr Thabo Mbeki, and as

Chief Executive of the Secretariat of the New Partnership

for Africa’s Development (NEPAD) from 2000 to 2005.

From 1989 to 2000, he served as a director of a number

of major South African companies, including Standard

Bank, South African Breweries, Old Mutual, Tongaat

Hulett, BMW and JCI. Prof Nkuhlu was President of the

South African Institute of Chartered Accountants from

1998 to 2000, and Principal and Vice Chancellor of the

University of Transkei from 1987 to 1991. He was elected

President of the Geneva-based International Organization

of Employers (IOE) in May 2008 for a period of two years.

He is currently a member of the board of Datatec Limited,

Rothschild SA and The Ethics Institute of South Africa.

He serves on the Audit and Risk Committee of Datatec

Limited and is a trustee of the International Financial

Reporting Standards Foundation.

7. Ordinary resolution number 6

Appointment of Mr MJ Kirkwood as a member of

the Audit and Corporate Governance Committee

of the company

“Resolved, subject to the approval of ordinary resolution

number 2, that Mr MJ Kirkwood is appointed as a member

of the Audit and Corporate Governance Committee, from

the conclusion of the annual general meeting at which this

resolution is passed until the conclusion of the next annual

general meeting of the company.”

Mr Kirkwood’s curriculum vitae is disclosed in relation to

ordinary resolution number 2.

8. Ordinary resolution number 7

Appointment of Mr R Gasant as a member of the

Audit and Corporate Governance Committee of

the company

“Resolved that, Mr R Gasant is appointed as a member

of the Audit and Corporate Governance Committee from

the conclusion of the annual general meeting at which this

resolution is passed until the conclusion of the next annual

general meeting of the company.”

Rhidwaan Gasant, CA(SA), was appointed to the board

of AngloGold Ashanti on 12 August 2010 and is chairman

of the Risk and Information Integrity Committee, and

a member of the Audit and Corporate Governance,

Nominations and Financial Analysis committees. He is the

former Chief Executive Ofﬁcer of Energy Africa Limited

and sits on the board of international companies in the

MTN Group. He is currently chief executive ofﬁcer of Rapid

African Energy Holdings, a start-up oil and gas exploration

company, focused on Africa.

9. Ordinary resolution number 8

Appointment of Mrs NP January-Bardill as a

member of the Audit and Corporate Governance

Committee of the company

“Resolved that Mrs NP January-Bardill is appointed as a

member of the Audit and Corporate Governance Committee

from the conclusion of the annual general meeting at which

this resolution is passed until the conclusion of the next

annual general meeting of the company.”

Nozipho January-Bardill, BA (Education) and MA (Applied

Linguistics), was appointed to the board of AngloGold

Ashanti on 1 October 2011. She is chairperson of the

Social, Ethics and Transformation Committee and a

member of the Audit and Corporate Governance, Safety,

Health and Sustainable Development, Nominations,

Transformation and Human Resources Development

and Party Political Donations committees. She retired

from MTN Group where she served as Executive

Director, Corporate Affairs and Spokesperson and

served on the boards of a number of operations in

the MTN footprint. She is a former South African

Ambassador to Switzerland, Lichtenstein and the Holy

See, and a former Deputy Director General, Human

Capital Management, and Head of the Foreign Service

Institute in the then Department of Foreign Affairs, now

Department of International Relations and Cooperation

(DIRCO). She is currently the founder and Executive

Director of Bardill & Associates, a consulting company

focusing on Strategic Communications, High Level

Government Relations and Stakeholder Management.

She also serves on the boards of Credit Suisse

Securities, Johannesburg, Multi Motion Fuels (Pty) Ltd

and the Health and Welfare SETA which she chairs. She

was reappointed a member of the United Nations Expert

Committee on the Elimination of Racial Discrimination,

Xenophobia and Related Intolerances for the four-

year period from 2012 – 2016 (previously from 2000

to 2008).

Ordinary resolutions numbers 5, 6, 7 and 8 are proposed to

appoint members of the Audit and Corporate Governance

Committee (“Audit Committee”) in accordance with the

guidelines of King lll and the requirements of the Companies

Act. In terms of the aforementioned requirements, the

Audit Committee should be comprised of a minimum of

2012 NOTICE OF ANNUAL GENERAL MEETING

}

three members, all of whom must be independent non-

executive directors of the company and membership of

the Audit Committee may not include the chairman of the

board. Furthermore, in terms of the Regulations under

the Companies Act, at least one-third of the members

of the Audit Committee at any particular time must have

academic qualiﬁcations, or experience, in economics, law,

corporate governance, ﬁnance, accounting, commerce,

industry, public affairs or human resource management.

Mindful of the aforegoing, the Nominations Committee

recommended to the AngloGold Ashanti board of

directors that the aforementioned persons be members of

the Audit Committee and the board has approved such

recommendations.

In terms of the requirements of the US Sarbanes-Oxley

Act, the board is required to identify a ﬁnancial expert from

within its ranks for appointment to the Audit Committee.

The board has resolved that Prof Nkuhlu is the board’s

designated ﬁnancial expert on the Audit Committee.

10. Ordinary resolution number 9

General authority to directors to allot and issue

ordinary shares

“Resolved that, subject to the provisions of the Companies

Act and the JSE Listings Requirements, from time to

time, the directors of the company are, as a general

authority and approval, authorised to allot and issue, for

such purposes and on such terms as they may, in their

discretion determine, ordinary shares in the authorised but

unissued share capital of the company, up to a maximum

of 5% of the number of ordinary shares in issue from time

to time.”

The reason for proposing ordinary resolution number 9 is

to seek a general authority and approval for the directors

to allot and issue ordinary shares, up to a maximum of 5%

of the ordinary shares of the company in issue from time to

time, in order to enable the company to take advantage of

business opportunities which might arise in the future.

11. Ordinary resolution number 10

General authority to directors to issue for cash,

those ordinary shares which the directors are

authorised to allot and issue in terms of ordinary

resolution number 9

“Resolved that, subject to ordinary resolution number 9

being passed, the directors of the company are authorised,

in accordance with the JSE Listings Requirements, to allot

and issue for cash, on such terms and conditions as they

may deem ﬁt, all or any of the ordinary shares (“ordinary

shares”) in the authorised but unissued share capital of the

company which they shall have been authorised to allot

and issue in terms of ordinary resolution number 9, subject

to the following conditions:

•

this authority shall be limited to a maximum number of

5% of the number of ordinary shares in the issued share

capital of the company from time to time;

•

this authority shall only be valid until the next annual

general meeting of the company but shall not extend

beyond 15 months;

•

a paid press announcement giving full details, including

the impact on net asset value and earnings per share

of the company, shall be published after any issue

representing, on a cumulative basis within one ﬁnancial

year, 5% of the number of ordinary shares in issue prior

to the issue concerned;

•

in determining the price at which an issue of ordinary

shares for cash will be made in terms of this authority,

the maximum discount permitted shall be 10% of the

weighted average traded price of the ordinary shares

on the JSE Limited (adjusted for any dividend declared

but not yet paid or for any capitalisation award made

to shareholders), measured over the 30 business days

prior to the date that the price of the issue is agreed

between the company and the party subscribing for

the shares;

•

any issues of ordinary shares under this authority shall

be made only to a public shareholder as deﬁned in the

JSE Listings Requirements.”

The reason for proposing ordinary resolution number 10

is that the directors consider it advantageous to have

the authority to issue ordinary shares for cash in order to

enable the company to take advantage of any business

opportunity which might arise in the future.

It should be noted that this authority relates only to those

ordinary shares which the directors are authorised to allot

and issue in terms of ordinary resolution number 9 and is not

intended to (nor does it) grant the directors authority to issue

ordinary shares for cash over and above, and in addition

to, the ordinary shares which the directors are authorised

to allot and issue in terms of ordinary resolution number 9,

when ordinary shares are issued for such purposes and on

such terms as the directors may deem ﬁt.

In terms of the JSE Listings Requirements, a 75% majority

of the votes cast by shareholders present in person or

represented by proxy at the annual general meeting is

required for the approval of ordinary resolution number 10.

{

NOTICE OF ANNUAL GENERAL MEETING continued

12. Advisory endorsement

Advisory endorsement of the AngloGold Ashanti

remuneration policy

“To endorse, through a non-binding advisory vote, the

remuneration policy of the company as set out below

(excluding the remuneration of non-executive directors

for their services as directors and members of the board

or statutory committees) in terms of the King Report on

Governance for South Africa 2009.”

The group remuneration policy is set out as Annexure 1 of

this document, of which this notice forms part.

13. Special resolution number 1

Increase in non-executive directors’ remuneration

for their service as directors (“directors’ fees” or
“fees”)

Rational for the proposed fee increases

At the 2010 annual general meeting held in May 2011,

shareholders approved special resolution number 1

(“Increase in non-executive directors’ fees”) wherein it was

recommended that the fees paid to non-executive directors

be adjusted over a three-year period (commencing 2011),

to accord with international best practice and to better

align comparable reward across all directors, while at

the same time taking into account, where necessary, the

particular market dynamics of the jurisdictions from which

directors are recruited.

Following on from special resolution number 1 of the

2010 annual general meeting, at the 2011 annual general

meeting held on 10 May 2012, shareholders approved

Special Resolution 1 (“Increase in non-executive directors’

fees”) wherein it was committed to closing the gap and

aligning the fees to the 25th percentile of the global

market in 2013. It was recommended that the alignment

of board fees for non-executive directors residing in

South Africa and elsewhere in Africa be achieved in

roughly two equal steps, comprising increases of up

to 40% in 2012 and again in 2013 for standing board

meetings. However, fees for board sub-committee

meetings were applied according to market rates for

each committee across the peer comparator group.

As noted, in 2011 shareholders approved this shift in

the non-executive director’s fees, to be undertaken over

a three-year period, with the initial adjustments being

made in 2011 and 2012.

In assessing adjustments to be made to directors’ fees

in 2013, the company once again commissioned an

independent compensation survey of non-executive

director fees in the local and international mining industry.

This research was conducted by Global Remuneration

Solutions (Pty) Ltd (“GRS”) and Mercer LLC. GRS conducts

compensation and beneﬁt surveys across 27 sub-Saharan

African countries, while its strategic alliance partner,

Mercer, is a leading global provider of human resources

and related ﬁnancial advice. The comparator group of

mining companies used in the analysis included Anglo

American plc, Barrick Gold Corporation, Freeport, Gold

Fields Limited, Goldcorp, Kinross Gold Corporation, Mondi,

Newmont Mining Corporation, SAB Miller Plc, Sasol Ltd and

Xstrata plc. In the context of the South African legislative

requirements in terms of King III and the Companies Act,

the GRS/Mercer bespoke survey was further enhanced by

use of a non-executive survey with a South African focus,

compiled by PricewaterhouseCoopers.

The gap between the global benchmark (25th percentile)

and the current fee structure still remains especially for

the African directors. It is therefore proposed that the ﬁnal

increase of up to 40% be applied for the standing board

meetings while fee increases for board subcommittee

meeting will vary according to the market rates applied to

each committee across the peer comparator group and in

cases where fees for sub-committees are already in line with

the market, no increase will be applied. Fee increases for the

chairman of the board, whose compensation is aligned with

the international benchmark is proposed at 6.5%.

“Resolved that, in terms of the Companies Act, and

pursuant to the company’s memorandum of incorporation,

the remuneration, payable quarterly in arrear, to the non-

executive directors of the company, be increased with

effect from 1 June 2013 on the basis set out in sections

1.1, 1.2, 1.3, 2.1 and 2.2 which follow:

2012 NOTICE OF ANNUAL GENERAL MEETING

}

1.1 Non-executive directors’ board fees for six board meetings per annum

1.1

Board meeting – retainer

Current fee per annum

US$

Maximum increased fee

per annum

US$

1.1.1

Chairman

251,325

267,661

1.1.2

African directors

57,762

80,868

1.1.3

Other than African directors

69,000

80,868

The fees payable in terms of 1.1 above will be in proportion to the period during which the ofﬁce of the director or chairman, as the

case may be, has been held during the year. The non-executive directors have elected to apply the full adjusted increase only from the

ﬁnal quarter of 2013. From June until October 2013, 19% will apply only to African non-executive directors; the other directors will not

receive an increase until the ﬁnal quarter of 2013.

1.2 Allowance for attendance by non-executive directors at additional board meetings

Each non-executive director will be entitled to an allowance for each board meeting attended by such director, in addition to the six

scheduled board meetings per annum, as follows:

1.2

Board meeting - retainer

Current fee per meeting

US$

Maximum increased fee

per meeting

US$

1.2.1

Chairman

12,894

1.2.2

African directors

3,465

1.2.3

Other than African directors

3,465

1.3 Travel allowance to be paid to non-executive directors who travel to attend board meetings

Each non-executive director who travels to attend board meetings will be entitled to receive a travel allowance on the basis set out

below. In addition to the travel allowance payable, the company will cover all accommodation and sundry costs. The travel allowance

for directors who attend board meetings is as follows:

1.3

Board meeting - retainer

Current travel allowance

US$

Increased travel allowance

US$

1.3.1

African directors

7,800

8,073

1.3.2

Other than African directors

9,152

9,472

{

NOTICE OF ANNUAL GENERAL MEETING continued

14. Special resolution number 2

Increase in non-executive directors’ fees for board committees and statutory committee meetings

Shareholders are referred to the rationale for the proposed fee increases set out under special resolution number 1.

“Resolved that the fees, payable quarterly in arrears, to the non-executive directors of the company for serving on committees of the

board and statutory committees, be increased with effect from 1 June 2013 on the basis set out as follows:

2.1 Board committees and statutory committee fees payable to non-executive directors

The fee paid to each non-executive director in respect of such director’s membership of a committee of the board or statutory

committee will be increased with effect from 1 June 2013 on the basis set out below:

2.1

Board committees and statutory

committee meetings

Current fee per annum

US$

Maximum increased fee

per annum

US$

Audit and Corporate Governance Committee

2.1.1

Chairman

30,000

32,500

2.1.2

Members – African

21,393

2.1.3

Members – Other than African

27,847

Remuneration and Human Resources Committee

2.1.4

Chairman

26,000

29,511

2.1.5

Members – African

17,730

2.1.6

Members – Other than African

22,000

Other committees (Investment; Safety, Health and

Environment; Nominations; Risk and Information Integrity;

Social Ethics and Transformation; Financial Analysis;

Political Party Donations and such other committees of

the board or committees required by statute or regulation

that may be established from time to time)

2.1.7

Chairman – South African

20,601

21,886

2.1.8

Chairman – Other than African

27,500

2.1.9

Members – African

17,432

2.1.10 Members – Other than African

22,000

2.2 Fees payable to non-executive directors in respect of their attendance at meetings of committees of the board and

statutory committees which meet on an ad hoc basis

Each non-executive director will be entitled to an allowance for each board committee and statutory committee meeting attended by

such director in respect of those committees which meet on an ad hoc basis, including, the ﬁnancial analysis committee, the party

political donations committee, the nominations committee and any special purpose committee established by the board or required

by statutes or regulation as follows:

2.2

Board committees and statutory

and special purpose committee meetings

Current fee per annum

US$

Increased fee per annum

US$

2.2.1

African

3,465

2.2.2

Other than African

3,465

2012 NOTICE OF ANNUAL GENERAL MEETING

}

The reason for proposing special resolutions numbers 1 and

2 and the effect of these special resolutions, if passed and

becoming effective, is to ensure that the remuneration of non-

executive directors remains competitive in order to enable the

company to attract and retain persons of the calibre required in

order to make meaningful contributions to the company given

the current changes underway, ensuring that the future global

spread and growth aspirations are not compromised.

The Remuneration Committee recommends for approval by

shareholders, the fees for the Chairman detailed in special

resolution number 1, while the Chairman, together with

the Chief Executive Ofﬁcers recommend for approval by

shareholders, the fees for the non-executive directors, detailed

in special resolutions numbers 1 and 2.

In light of all these factors, the proposed revised remuneration

structure set out in special resolutions numbers 1 and 2 is

considered to be fair and reasonable and in the best interests

of the company.

Executive directors do not receive payment of directors’ fees.

The Chairman and non-executive directors have undertaken

not to cast any votes in respect of special resolutions numbers

1 and 2, and the company will disregard the votes cast by:

•

the Chairman and non-executive directors; and

•

an associate of that person or group of persons stated above

in respect of special resolutions numbers 1 and 2.

However, the company will not disregard a vote if it is cast by:

•

a person as a proxy for a person who is entitled to vote in

accordance with the directions on the form of proxy; or

•

the person chairing the annual general meeting as a proxy

of a person who is entitled to vote in accordance with a

direction on the form of proxy to vote as the proxy decides in

respect of special resolutions numbers 1 and 2.

15. Special resolution number 3

Acquisition of the company’s own shares

“Resolved that the acquisition by the company or by any of the

company’s subsidiaries from time to time, of ordinary shares

issued by the company, in accordance with the Companies Act

and the JSE Listings Requirements, is hereby authorised by

way of a general approval, provided that:

•

any such acquisition of shares shall be effected through the

order book operated by the JSE Limited trading system or

on the open market of any other stock exchange on which

the shares are or may be listed, subject to the approval of

the JSE Limited and of the relevant other stock exchange, as

necessary, in either event without any prior understanding or

arrangement between the company and the counterparty;

•

this approval shall be valid only until the next annual general

meeting of the company, or for 15 months from the date of

passing of this resolution, whichever period is shorter;

•

shares issued by the company may not be acquired at a

price greater than 10% above the weighted average market

price of the company’s shares for the ﬁve business days

immediately preceding the date of the acquisition being

effected;

•

the company only appoints one agent to effect any

acquisitions on its behalf;

•

the board of the company has resolved to authorise the

acquisition, that the company and its subsidiaries will

satisfy the solvency and liquidity test immediately after the

acquisition and that since the test was done there have been

no material changes to the ﬁnancial position of the group;

•

the company may not, in any one ﬁnancial year, acquire in

excess of 5% of the company’s issued ordinary share capital

as at the date of passing of this resolution;

•

an announcement containing details of such acquisitions

will be published as soon as the company and/or the

subsidiaries, collectively, shall have acquired ordinary

shares issued by the company constituting, on a cumulative

basis, not less than 3% of the number of ordinary shares in

the company in issue as at the date of this approval; and an

announcement containing details of such acquisitions will

be published in respect of each subsequent acquisition by

either the company and/or by the subsidiaries, collectively,

of ordinary shares issued by the company, constituting,

on a cumulative basis, not less than 3% of the number of

ordinary shares in the company in issue as at the date of

this approval;

•

the acquisition of shares by the company or its subsidiaries

may not be effected during a prohibited period, as deﬁned in

the JSE Listings Requirements;

•

the company’s subsidiaries shall not be entitled to acquire

ordinary shares issued by the company if the acquisition

of shares will result in them holding, on a cumulative basis,

more than 10% of the number of ordinary shares in issue in

the company; and

•

no voting rights attached to the shares acquired by the

company’s subsidiaries may be exercised while the shares

are held by them and they remain subsidiaries of the

company.”

{

NOTICE OF ANNUAL GENERAL MEETING continued

The reason for this special resolution is to grant a general

authority for the acquisition of the company’s ordinary shares by

the company, or by a subsidiary or subsidiaries of the company.

The effect of special resolution number 3, if passed and

becoming effective, will be to authorise the company or any

of its subsidiaries to acquire ordinary shares issued by the

company on the JSE or any other stock exchange on which

the company’s shares are or may be listed.

The directors of AngloGold Ashanti believe that the company

should retain the ﬂexibility to take action if future acquisitions of

its shares were considered desirable and in the best interests

of the company and its shareholders and may also need to

acquire shares to settle its obligations to employees under the

company’s share incentive schemes.

The directors will ensure at the time of the commencement

of any acquisitions of its shares, after considering the effect

of acquisitions, up to the maximum limit, of the company’s

issued ordinary shares, that they are of the opinion that if such

acquisitions were implemented:

•

the company and the group would be able in the ordinary

course of business to pay its debts for a period of 12 months

after the date of the notice issued in respect of the annual

general meeting;

•

the assets of the company and the group would be in excess

of the liabilities of the company and the group for a period of

12 months after the date of the notice issued in respect of

the annual general meeting. For this purpose, the assets and

liabilities would be recognised and measured in accordance

with the accounting policies used in the latest audited group

annual ﬁnancial statements;

•

the ordinary capital and reserves of the company and the

group would be adequate for ordinary business purposes for

a period of 12 months after the date of the notice issued in

respect of the annual general meeting; and

•

the working capital of the company and the group would be

adequate in the ordinary course of business for a period of

12 months after the date of the notice issued in respect of the

annual general meeting.

The company will ensure that its sponsor provides the

necessary sponsor letter on the adequacy of the working

capital in terms of the JSE Listings Requirements prior to the

commencement of any acquisitions of the company’s shares

on the open market.

In terms of section 11.26 of the JSE Listings Requirements,

the following information is disclosed either in this document

or in the accompanying Annual Financial Statements 2012:

•

Directors and management – pages 91 to 96 of the Annual

Integrated Report 2012;

•

Major shareholders – page 200 in the Annual Financial

Statements 2012;

•

Material change statement – page 47 in the Annual Financial

Statements 2012;

•

Directors’ interest in securities – pages 41, 49 and 50 in the

Annual Financial Statements 2012; and

•

Share capital of the company – pages 39 to 42 in the Annual

Financial Statements 2012.

The company is not party to any legal or arbitration proceedings

that are pending or threatened, of which it is aware, that may

have or have had in the recent past, being at least the previous

12 months, a material effect on the group’s ﬁnancial position

other than as disclosed in the Annual Financial Statements

2012. For the risk factors, refer to the document entitled “Risk

factors related to AngloGold Ashanti’s suite of 2012 reports”

which is available on AngloGold Ashanti’s online corporate

report website at www.aga-reports.com.

16. Special resolution number 4

Approval for the Company to grant ﬁnancial assistance
in terms of Sections 44 and 45 of the Companies Act.

“Resolved that, to the extent required by the Companies Act, the

board of directors of the company may, subject to compliance

with the requirements of the company’s memorandum of

incorporation, the Companies Act and the JSE Listings

Requirements, each as presently constituted and as amended

from time to time, authorise the company to provide direct or

indirect ﬁnancial assistance including by way of loan, guarantee,

the provision of security or otherwise, to any of its present or

future subsidiaries and/or any other company or entity that is

or becomes related or inter-related to the company, for any

purpose or in connection with any matter, including, but not

limited to, the subscription of any option, or any securities

issued or to be issued by the company or a related or inter-

related company, or for the purchase of any securities of

the company or a related or inter-related company, for such

amounts and on such terms as the board may determine. This

authority will expire on the second anniversary of the date on

which this special resolution is adopted.”

Notwithstanding the title of section 45 of the Companies Act,

being “Loans or other ﬁnancial assistance to directors”, on an

2012 NOTICE OF ANNUAL GENERAL MEETING

}

interpretation thereof, the body of the section also applies to

ﬁnancial assistance provided by a company to any related or

inter-related company or corporation, a member of a related or

inter-related corporation, and to a person related to any such

company, corporation or member.

Further, section 44 of the Companies Act may also apply to the

ﬁnancial assistance so provided by a company to any related

or inter-related company or corporation, a member of a related

or inter-related corporation, or a person related to any such

company, corporation or member, in the event that the ﬁnancial

assistance is provided for the purpose of, or in connection with,

the subscription of any option, or any securities, issued or to be

issued by the company or a related or inter-related company, or

for the purchase of any securities of the company or a related

or inter-related company, or for the purchase of any securities

of the company or a related or inter-related company.

Both sections 44 and 45 of the Companies Act provide, inter

alia, that the particular ﬁnancial assistance must be provided

only pursuant to a special resolution of shareholders, adopted

within the previous 2 (two) years, which approved such

assistance either for the speciﬁc recipient, or generally for a

category of potential recipients, and the speciﬁc recipient falls

within that category and the board of directors is satisﬁed

that: (i) immediately after providing the ﬁnancial assistance,

the company would satisfy the solvency and liquidity test (as

contemplated in the Companies Act); and (ii) the terms under

which the ﬁnancial assistance is proposed to be given are fair

and reasonable to the company.

As part of the normal conduct of the business of the company

and its subsidiaries or associates (“AngloGold Ashanti Group”),

the company, where necessary, usually provides guarantees

and other support undertakings to third parties on behalf of its

local and foreign subsidiaries and joint ventures or partnerships

in which the company or members of the AngloGold Ashanti

group have an interest. This is particularly so where funding is

raised by the foreign subsidiaries of the company, whether by

way of borrowings or the issue of bonds or otherwise, for the

purposes of the conduct of their operations. Previously in terms

of the company’s articles of association and the now repealed

Companies Act 61 of 1973, as amended, the company was

not precluded from providing the aforementioned ﬁnancial

assistance. The company would like the ability to provide

ﬁnancial assistance, if necessary, also in other circumstances,

in accordance with section 45 of the Companies Act.

Furthermore it may be necessary for the company to provide

ﬁnancial assistance to any of its present or future subsidiaries,

and/or to any related or inter-related company or entity and/or

to a person related to any such company or entity, to subscribe

for options or securities of the company or another company

related or inter-related to it. Under the Companies Act, the

company will however require the special resolution referred to

above to be adopted. It is difﬁcult to foresee the exact details

of ﬁnancial assistance that the company may be required to

provide over the upcoming months. It is essential however that

the company is able to organise effectively its internal ﬁnancial

administration. For these reasons it is necessary to obtain

the approval of shareholders as set out in special resolution

number 4.

It should be noted that this resolution does not authorise

ﬁnancial assistance to a director or a prescribed ofﬁcer of the

company or any company or person related to such a director

or prescribed ofﬁcer.

The directors collectively and individually accept full

responsibility for the accuracy of the information given in this

notice and certify that to the best of their knowledge and belief

there are no facts that have been omitted which would make

any statement false or misleading and that all reasonable

enquiries to ascertain such facts have been made and that

this notice contains all information required by law and the JSE

Listings Requirements.

By order of the board

Ms ME Sanz Perez

Group General Counsel and Company Secretary

Registered and corporate ofﬁce

76 Jeppe Street, Newtown, Johannesburg 2001

South Africa

(PO Box 62117, Marshalltown, 2107, South Africa)

19 March 2013

{

This policy applies to all AngloGold Ashanti operations globally

and sets out policies and parameters relating to the establishment

and application of employee remuneration.

In determining an holistic approach to employee remuneration

AngloGold Ashanti takes into consideration:

•

its strategy and business objectives;

•

overall business performance and alignment to shareholder

interests;

•

the skills required and how we attract and retain these

employees to best deliver the objectives of AngloGold Ashanti;

•

the relevant labour markets in which we operate;

•

trade unions and the relationships and requirements we have

in negotiations to ensure that all employees are fairly treated;

•

ensuring that our employees share in the success of our

company; and

•

continuing to ensure that the correct governance frameworks

are applied to all decisions and practices around remuneration

throughout AngloGold Ashanti.

In order to address the above considerations and to ensure that

employees feel that they are equitably rewarded for their input

AngloGold Ashanti applies the following framework:

•

a pay curve designed according to the applicable Stratum

(grade) and Substratum;

•

pay for performance, differentiation in pay according to an

employee’s deliverables;

•

internal equity; and

•

market benchmarking using the AngloGold Ashanti principle

of positioning guaranteed pay at the median of the applicable

markets and where there is a shortage of specialist and/ or

key technical skills paying higher than the median, typically

targeting the 75th percentile.

The policy should be followed and applied in conjunction with any

local AngloGold Ashanti practices and government legislation.

1. Reward components

•

Base salary

Is ﬁxed compensation required to attract a given set of

skills, competencies and experience. The base salary

is used to determine other elements of compensation

and beneﬁts.

•

Short-term incentives (STI)

Short-term incentives form a key part of total

remuneration and all AngloGold Ashanti employees are

eligible to participate in an annual incentive bonus plan.

This is delivered either through the Bonus Share Plan

(BSP) or a production bonus scheme. The short term

incentive is performance based, and measured against

pre-determined objectives which depending on the

level and focus of the role are derived from company,

regional, operation/mine plus individual performance.

Short term cash incentives on the BSP are paid annually.

For employees in Stratum III and above (grandfathered

Stratum II employees continue to receive the beneﬁt) the

cash bonus is matched by 120% worth of BSP share

awards (150% for Executive Committee members).

The BSP share awards are the deferred element of the

STI and comprise fully paid shares that vest 50% after

one year and 50% after two years. Employees below

Stratum III participating in the BSP only receive the cash

portion of the STI.

In some instances, management level staff participate

in production bonuses (paid quarterly or at frequent

intervals). Where these bonuses are paid, employees

in Stratum III and above will receive an allocation of

BSP shares as though they were participating in the

BSP Scheme.

The BSP Scheme Rules were updated in 2013 as

described above but the allocations for previous years

remain on the previous BSP structure and performance

conditions (i.e. 100% matching with vesting at 40% in

year 1, 60% in year 2 and a 20% uplift if the shares are

retained for a full three year period).

•

Long-term incentives (LTI)

Long-term incentives are granted annually to employees

in Stratum IV Mid and above (with discretionary

allocations being approved for Stratum IV L participants,

where applicable). LTI grants comprise fully paid

restricted stock grants in AngloGold Ashanti shares

with typically a three-year vesting period. LTI grants are

subject to business performance and approval of the

Remuneration and Human Resources Committee of

the board. LTI eligible employees are those senior level

employees considered to contribute to the creation of

value as reﬂected by share price and are intended to

promote executive retention.

The levels of the award are based on the executives’

Stratum level. The maximum award for any ﬁnancial year

for any Executive is capped at 200% of base salary.

ANNEXURE 1 – REMUNERATION POLICY

2012 NOTICE OF ANNUAL GENERAL MEETING

}

The LTI grants allocated on an annual basis are therefore

typically:

•

Chief Executive Ofﬁcer:

160%- 200% of annual base salary

•

Chief Financial Ofﬁcer:

140%- 200% of annual base salary

• Executive Committee members:

100%- 200% of annual base salary

•

Senior management:

80% of annual base salary

• Other management (discretionary):

60% of annual base salary

•

Co-Investment Executive Share Plan

Executive Committee members are required to hold

a speciﬁed minimum number of shares in AngloGold

Ashanti. To assist them in meeting the Minimum

Shareholder Requirement (MSR) the Co-Investment

Plan (CIP) allows Executive Committee members to

invest 50% of their after-tax cash bonus in AngloGold

Ashanti shares, and the company will then match their

initial investment into the scheme at 150%, with vesting

over a two-year period in two equal tranches.

•

Employee beneﬁts and allowances

Other components of reward are detailed under

a separate AngloGold Ashanti policy document.

However, subject to local competitive practice and

legislation AngloGold Ashanti policy is to provide where

appropriate additional elements of compensation from

the following list:

• Retirement schemes

Full or partially matched (with employee) contributions

towards retirement savings.

• Medical and/or dental beneﬁts

Comprising either a percentage contribution,

reimbursement or company provided clinics and

health care providers.

• Life assurance

Comprising a ﬁxed amount or a multiple of base

salary.

• Disability insurance (short or long term)

Comprising an amount to partially replace lost

compensation during a period of medical incapacity

or disability

• Accidental death and dismemberment cover

Usually comprising a schedule of ﬁxed amounts or

multiples of salary.

• Relocation allowances

To enable an employee and their family to relocate

for business purposes from one location to another.

Allowances may be once only or extend over a

determined period of time and cover such expenses

as house sale and purchase, transportation of effects,

costs of living, rental expenses and school fees.

It is no longer AngloGold Ashanti practice to provide post

retirement beneﬁts i.e. medical care and life insurance to

retired employees. Existing plans have been or are in the

process of being closed to new entrants or converted to

employee paid plans.

Corporate human resources (HR) approval is required

prior to the creation of any new employee beneﬁt plan

and no new deﬁned beneﬁt pension or medical plans will

be granted approval.

2. Compensation structure

AngloGold Ashanti uses the Stratum structure to determine

the levels of work and the pay scales associated with those

levels of work.

The pay ranges cover each stratum or level in the location in

which jobs are situated. Each Stratum is divided into an upper,

middle and lower section and a pay range is constructed for

each. Determination of which Stratum a particular position is

located is the subject of a separate policy.

Pay ranges represent the level of compensation paid

to similar positions in the market. The median (50th

percentile) of market comparators becomes the midpoint

of the AngloGold Ashanti range and the minimum and

maximum of the range is informed by the lower and upper

market quartile.

An individual promoted to a particular position entering

the appropriate range for that position typically receives a

salary toward the minimum. Over time as they approach

full competency they move toward the midpoint through

annual salary awards (typically three-four years).

Increases above the midpoint will typically be lower as

performance expectations become higher. Individuals

approaching the maximum of their range would usually

be candidates for promotion or are considered to be

{

ANNEXURE 1 – REMUNERATION POLICY continued

exceptionally competent and performing at a consistently

high level over long periods or have identiﬁed scarce skills.

Only in special circumstances of particularly scarce skills or

experience shortages may an individual be compensated

beyond the maximum of the range.

An individual’s salary relative to the midpoint of the range

for the position occupied is referred to as the compa-ratio.

Aggregated compa-ratios provide an indication of the

populations’ overall competitiveness.

For each pay range (i.e. each sub stratum level) a target

short term incentive applies to the range. This will normally

be expressed in percentage form (of base salary) with a

midpoint level, a minimum and maximum.

For each applicable stratum (IV and above) a target LTI

grant will also apply. Target grant levels are informed by

market comparison and retention requirements and are set

by the Remuneration and Human Resources Committee

with approval from the board.

3. Competitive positioning

•

Market comparison

For salary benchmarking purposes the Stratum levels

are converted to the applicable market evaluation

system. For executive management the Mercer Survey

methodology known as international position evaluation

(IPE) is used for market benchmarking. For senior

management and below globally, benchmarking is

done using locally available reputable surveys including,

Remchannel (South Africa), Hay evaluation methodology

and others. The executive comparison which includes all

Executive Committee members and the selected global

roles from Stratum IV and V are benchmarked against a

select group of global competitors. These are listed in

Appendix 1.

Each component of remuneration (base salary, short

term incentives, long term incentives and beneﬁts) is

analysed and compared with the market information

and the overall package is reviewed accordingly. The

global market is used for the executive team and then

dependent on level and global reach the Stratum

V and IV employees are benchmarked against the

relevant global and/or local markets. Typically for

stratum III and below local benchmarking is done

for the employees. This benchmarking is typically

completed on an annual basis.

On the global benchmark survey, each executive’s role is

individually sized to ensure the best match possible. The

comparison is then done on the same or similar roles

irrespective of place of work (and includes a review of

purchasing power parity between countries).

For the Stratum III and below surveys the individual roles

are matched to the survey data and measured against

the local roles. The surveys must be done utilising

reputable survey houses that have a sufﬁcient spread

of participants (typically more than 10) with a robust job

matching and detailed validation process.

To determine competitive positioning in these surveys,

guaranteed salaries are compared with guaranteed

salaries paid for similar positions. STI targets are

compared with recently paid incentives, proﬁt sharing

or bonus payments made by the competitive market

place. LTI target grants are compared with those made

by the market. AngloGold Ashanti measures LTI values

on a grant present value basis using typically the Black

Scholes methodology.

4. Expatriate compensation

Being a global organisation with a requirement for specialist

skills AngloGold Ashanti employs a skilled workforce

with members who are globally mobile to service the

organisation primarily in remote locations or areas where

the skill set is not available locally. The mobile workforce is

tasked to develop and grow skills locally.

The mobile workforce is given expatriate beneﬁts including

housing, schooling, international medical aid, international

pension funds (where appropriate) and home leave trips

in line with the nature of the assignment that they are on,

the duration and the location where they are based. Where

appropriate tax equalisation is done for base pay (exclusive

of shares and other beneﬁts not agreed up front).

AngloGold Ashanti’s mobility policy is contained in a

separate policy document.

5. Retention

Retention is a key requirement for AngloGold Ashanti who

operates in a Global arena where fewer people are moving

into the mining industry and there is a limited talent supply.

A retention strategy is in place whereby AngloGold

Ashanti can pay up to one times base pay (two times is

the maximum) for identiﬁed retention risks that require

additional pay due to external offers or similar situations,

delivered in cash (or shares where approved by the board)

over a period of 12 – 36 months to employees identiﬁed

as key skills who are identiﬁed retention risks. All retention

payments are approved by the Executive Vice President

– People and Organisational Development and noted by

the Remuneration and Human Resources Committee.

Appendix 2 details the retention measures as approved

by the board and implemented for Executive Committee

members for 2013.

2012 NOTICE OF ANNUAL GENERAL MEETING

}

6. Minimum shareholder requirements

To ensure that executive and shareholder objectives are

aligned, a minimum shareholder requirement (MSR) applies

to all Executive Committee members on the following basis:

•

Within three years of appointment (or the introduction

of the rule in February 2013 for existing executives),

executive directors are required to accumulate

AngloGold Ashanti shares to the value of 100% of

net annual base salary, and within six years, they are

expected to hold the value of 200% of net annual base

salary in AngloGold Ashanti shares; and

•

Within three years of appointment (or the introduction of

the rule for existing executives), Executive Committee

members are required to accumulate AngloGold

Ashanti shares to the value of 75% of net annual base

salary and within six years they are expected to hold the

value of 150% of net annual base salary in AngloGold

Ashanti shares.

7. Governance

•

Budgeting compensation increases

As part of the business planning and operational

budgeting cycle, annual compensation increases

are budgeted for. The budgeted amount takes into

consideration the current average consumer price index

(CPI) as well as AngloGold Ashanti’s overall market

competitiveness and industry trends. Approval for

these increases is in line with the business planning and

budget cycle.

•

Remuneration and Human Resources Committee

AngloGold Ashanti’s Remuneration and Human

Resources Committee of the board discharges the

responsibilities of the board relating to all compensation,

including equity compensation of the company’s

executives. This committee establishes and administers

the company’s executive remuneration with the broad

objectives of:

• aligning executive remuneration with company

performance and shareholder interests;

• setting remuneration standards which attract, retain

and motivate a competent executive team;

• linking individual pay with operational and company

performance in relation to strategic objectives; and

• evaluating compensation of executives including

approval of salary, equity and incentive based awards.

•

Legislation

The Remuneration Policy is adhered to in line with

the AngloGold Ashanti policy and local government

legislation; where local legislation deviates from policy

the applicable legislation should be applied.

•

Approval

Any variation to the Remuneration Policy must be

approved by the Executive Vice President – People and

Organisational Development in line with Remuneration

and Human Resources Committee mandates and

should have sufﬁcient supporting documentation or

rational for the approval of the variation.

APPENDIX 1

Comparator benchmark companies

AngloGold Ashanti aligns executive compensation (typically for

Stratum IV and above) at total compensation (i.e. base salary,

short-term incentive and long-term incentive) against the median

compensation paid by the following companies (approved by

the Remuneration and Human Resources Committee):

Name

Country

Anglo American Plc

United Kingdom

AngloGold Ashanti Limited

South Africa

Barrick Gold Corporation

Canada

Freeport

United States

Goldcorp

Canada

Gold Fields Limited

South Africa

Kinross Gold Corporation

United States

Mondi

South Africa

Newmont Mining Corporation

Canada

SAB Miller plc

United Kingdom

Sasol Limited

South Africa

Xstrata plc

United Kingdom

The benchmark list of comparator companies is reviewed

on an annual basis to ensure that they remain appropriate.

In reviewing the participants the Remuneration and Human

Resources Committee considers:

•

global spread and complexity;

•

nature of business; and

•

size.

The peer group should also be large enough to create a

sufﬁcient benchmark to draw information and to not create any

concerns from an antitrust legislative perspective.

{

ANNEXURE 1 – REMUNERATION POLICY continued

APPENDIX 2

For 2013, following on from the resignation of the Chief

Executive Ofﬁcer (CEO), Mark Cutifani, it was felt necessary

to put in place retention measures to ensure that members

of the Executive Committee remained employed for at least

the ﬁrst 18 months after the CEO’s departure so as to ensure

business continuity.

A share retention bonus scheme was implemented and

it comprises an LTIP element (60% included in their LTIP

allocations) and a cash element. The cash portion will equate to

40% of the Executive Committee member’s base pay (80% for

the Chief Financial Ofﬁcer), based on their January 2013 total

base pay and delivered on the meeting of speciﬁc performance

criteria at the end of August 2014.

The total LTIP awards to be granted to the Executive Committee

for 2013 inclusive of both their standard LTIP allocation and

their share retention portion are as follows:

•

Chief Financial Ofﬁcer:

200% of annual base salary

•

Executive Committee member:

200% of annual base salary

(Given the resignation of the CEO, Mr Mark Cutifani there is no

LTIP allocation for 2013. An LTIP allocation may, however, be

required should an external candidate be appointed as CEO.)

2012 NOTICE OF ANNUAL GENERAL MEETING

}

IMPORTANT NOTES ABOUT
THE ANNUAL GENERAL MEETING

Date

Monday, 13 May 2013

Venue

The Auditorium, 76 Jeppe Street, Newtown, Johannesburg,
South Africa.

Timing

The annual general meeting will start promptly at 11:00 (South
African time).

Refreshments

Refreshments will be served after the meeting.

Travel information

The map below indicates the location of 76 Jeppe Street.

Admission

Shareholders and others attending the annual general meeting
are asked to register at the registration desk at the venue.
Shareholders and proxies are required to provide proof of
identity – see “IDENTIFICATION” on page 3 of this Notice of
Meeting.

Electronic participation

To participate in the annual general meeting by means of a
conference call facility – see “ELECTRONIC PARTICIPATION”
on page 4 of this Notice of Meeting.

Security

Secure parking is provided at the venue. Mobile telephones
should be switched off during the annual general meeting.

Enquiries and questions

Shareholders who intend to ask questions related to the

business of the annual general meeting or on related matters

are asked to furnish their name, address and question(s) at the

registration desk. Personnel will be available to provide any

advice and assistance required.

Queries about the annual general meeting

If you have any queries about the annual general meeting,

please telephone any of the contact names listed on the inside

back cover.

Share registrars

Computershare Investor Services Proprietary Limited

Ground Floor, 70 Marshall Street, Johannesburg 2001,

South Africa (PO Box 61051, Marshalltown 2107, South Africa)

Computershare Investor Services PLC (DI Depositary)

The Pavilions, Bridgwater Road

Bristol BS13 8AE, England, United Kingdom

Computershare Investor Services (Jersey) Ltd

Queensway House, Hillgrove Street, St Helier,

Jersey JE1 1ES, United Kingdom

Computershare Investor Services Pty Limited

Level 2, 45 St George’s Terrace, Perth, WA 6000

(GPO Box D182, Perth, WA 6840), Australia

NTHC Limited

Martco House, Off Kwame Nkrumah Avenue

PO Box K1A 9563 Airport, Accra, Ghana

www.anglogoldashanti.com

it Street

e
r
t

r
r

Jeppe Street

Bree Street

Wol

arans Street

Leyds Street

it Street

uee

iza

beth

Brid

Selby

Off-ra

Village

Tru

President Street

Market Street

issioner Street

Fox Street

Marshall Street

Anderson Street

Frederick Street

Kerk Street

Pritchard Street

Nte

mi Piliso

t) S

Main Street - no through traffic

Dia

l Stre

Smit Street
Off-ramp

AngloGold

Ashanti

Turbine Square

Jan Smuts Ave.

Sauer Street

Simmonds Street

ndela

Brid

Simmonds Street

Kort Street

Ferreira Street

Ntemi Piliso (West) St

Gerard Sekoto (Becker) St

Miriam Makeba (Bezuidenhout) St

Margeret Mcingana (Wolhuter) St

Miriam Makeba (Bezuidenhout) St

Sauer Street

Simm

onds St

reet

Selby/Rissik St

Off-ramp

AngloGold

Ashanti

visitors’ parking

AngloGold Ashanti Head Ofﬁce

{

NOTES

2012 NOTICE OF ANNUAL GENERAL MEETING

}

ADMINISTRATIVE INFORMATION

ANGLOGOLD ASHANTI LIMITED

Registration No. 1944/017354/06
Incorporated in the Republic of South Africa

Share codes

ISIN:

ZAE000043485

JSE:

ANG

LSE:

AGD

NYSE:

ASX:

AGG

GhSE (Shares):

AGA

GhSE (GhDS):

AAD

JSE Sponsor:

UBS (South Africa) (Pty) Limited

Auditors:

Ernst & Young Inc.

Ofﬁces

Registered and Corporate

76 Jeppe Street
Newtown 2001
(PO Box 62117, Marshalltown 2107)
South Africa
Telephone: +27 11 637 6000
Fax: +27 11 637 6624

Australia

Level 13
St Martins Tower
44 St George’s Terrace
Perth, WA 6000
(PO Box Z5046, Perth WA 6831)
Australia
Telephone: +61 8 9425 4602
Fax: +61 8 9425 4662

Ghana

Gold House
Patrice Lumumba Road
(PO Box 2665)
Accra
Ghana
Telephone: +233 303 772190
Fax: +233 303 778155

United Kingdom Secretaries

St James’s Corporate Services Limited
6 St James’s Place
London SW1A 1NP
England
Telephone:                        +44 20 7499 3916
Fax:                                +44 20 7491 1989
E-mail:                              jane.kirton@corpserv.co.uk

DIRECTORS

Executive

M Cutifani (Chief Executive Ofﬁcer)

S Venkatakrishnan (Chief Financial Ofﬁcer)

* §

AM O’Neill (Executive Director: Business and
Technical Development)

Non-executive

TT Mboweni (Chairman)

FB Arisman

R Gasant

NP January-Bardill

MJ Kirkwood

WA Nairn

Prof LW Nkuhlu

F Ohene-Kena

SM Pityana

RJ Ruston

* British

# American

§ Indian

~ Australian

^ South African ± Ghanaian

Ofﬁcers

Group General Counsel and Company Secretary
ME Sanz Perez

Investor relations contacts

South Africa

Fundisa Mgidi
Telephone:

+27 11 637 6763

Mobile:

+27 82 374 8820

E-mail:

fmgidi@anglogoldashanti.com

United Kingdom

Michael Bedford
Telephone:

+44 1225 93 8483

Mobile:

+44 779 497 7881

E-mail:

mbedford@anglogoldashanti.com

United States

Stewart Bailey
Telephone:

+1 212 858 7701

Mobile:

+1 646 338 4337

E-Mail:

sbailey@anglogoldashantina.com

Sabrina Brockman
Telephone:

+1 212 858 7702

Mobile:

+1 646 379 2555

E-mail:

sbrockman@anglogoldashantina.com

General e-mail enquiries

Investors@anglogoldashanti.com

AngloGold Ashanti website

www.anglogoldashanti.com

Company secretarial e-mail

Companysecretary@anglogoldashanti.com

AngloGold Ashanti publishes important information about the company

on the main page of its website www.anglogoldashanti.com under

the “Investors” tab. This information is updated regularly. Investors are

encouraged to regularly visit the website to access this information.

{

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AngloGold Ashanti Limited

Date: April 11, 2013

By:

/s/ M E SANZ PEREZ

Name: M E Sanz Perez
Title: Group General Counsel and Company
Secretary