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 May 10, 2012

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: Press release

ANGLOGOLD ASHANTI NOTICE OF ANNUAL GENERAL
MEETING TO BE HELD ON MAY 10, 2012

PURE GOLD

ANGLOGOLD ASHANTI
ANNUAL REPORTS 2011

www.aga-reports.com

This Notice of Annual General Meeting gives notice of the 68th

annual general meeting of shareholders of AngloGold Ashanti

Limited to be held on Thursday, 10 May 2012, at 11:00

(South African Time).

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 16 March 2012.

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 2011. These are:

•

Annual Integrated Report 2011, which has been produced

in line with the recommendations of the South African King

Code on Corporate Governance, 2009 (King III) and the

Listings Requirements of the Johannesburg Stock

Exchange (JSE).

•

Annual Financial Statements 2011, which presents a

comprehensive review of the year, and has been prepared in

accordance with: the International Financial Reporting

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

2008; and the Listings Requirements of the JSE. 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. It is also submitted to

the United States Securities and Exchange Commission

(SEC) on a Form 6-K. In compliance with the rules governing

its listing on the New York Stock Exchange and in

accordance with the accounting principles generally

accepted in the United States, AngloGold Ashanti prepares

an annual report on Form 20-F which is filed each year.

•

Sustainability Report 2011, which provides insight into the

group’s approach to sustainability. This report focuses on

those sustainability issues that have been determined to be

most important to the company and its stakeholders.

AngloGold Ashanti supports the Global Reporting Initiative

(GRI) and reports in accordance with GRI’s 3.0 guidelines, in

addition to the Mining and Metals Sector Supplement, the

Sustainable Development Framework of the International

Council on Metals and Mining (ICMM), and the principles of

the United Nations Global Compact (UNGC).

•

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, reviewed and

confirmed by the Competent Persons as defined in terms of

these codes.

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 electronically on

the corporate website, www.anglogoldashanti.com, as well as

on the company’s 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 page 26,

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

www.anglogoldashanti.com.

Report of the independent auditors

Ernst & Young have audited the financial statements for the

2011 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.

P 1

AngloGold Ashanti Notice of Meeting 2011

Notice of annual general meeting

Annexure 1 – Remuneration policy and principles

P12

Annexure 2 – Board of directors and executive management

P21

Important notes about the annual general meeting

P26

Administrative information

IBC

Forward-looking statements

Certain statements contained in this document, 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 shareholders’ equity, productivity improvements, growth prospects and outlook of AngloGold
Ashanti’s operations, individually or in the aggregate, including the completion and commencement of commercial
operations of certain of AngloGold Ashanti’s exploration and production projects and completion of acquisitions and
dispositions, AngloGold Ashanti’s liquidity and capital resources and capital expenditure, and the outcome and
consequence of any potential or pending litigation or regulatory proceedings, are forward-looking statements
regarding AngloGold Ashanti’s operations, economic performance and financial condition. Although AngloGold
Ashanti believes that the expectations reflected in such forward-looking statements 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, amongst other factors, changes in economic and
market conditions, success of business and operating initiatives, changes in the regulatory environment and other
government actions, fluctuations in gold prices and exchange rates, and business and operational risk
management. For a discussion of some of such risk factors, refer to the section titled “Risk management and risk
factors” in the Annual Financial Statements. 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 this report 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 document is important and requires your

immediate attention

Registered and corporate office

76 Jeppe Street, Newtown, Johannesburg, 2001

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

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

Friday, 23 March 2012; 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, 4 May 2012 (“Record Date”).

A. 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 be obliged to 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.

B. 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 Tuesday, 8 May 2012.

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 Friday, 4 May 2012.

•

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

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

Friday, 4 May 2012.

Notice of annual general meeting

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 page 26 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 Tuesday, 24 April

2012. 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 vote their

shares at the annual general meeting are required to be

represented at the meeting either in person, by proxy or by

letter of representation, as provided for 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 recorded in

sub-registered electronic form in “own name”.

•

A CDI voting instruction form for completion, signature and

submission by Australian holders of Chess Depositary

Interests (CDIs).

•

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 68th 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 Thursday, 10 May

2012, at 11:00 (South African time), to consider and, if

deemed fit, pass, with or without modification, the following

ordinary and special resolutions.

1. Presentation of:

•

the consolidated annual financial statements of the

company and its subsidiaries for the year ended

31 December 2011

•

directors’ report

•

external auditors’ report

•

audit committee chairman’s report

The audited annual financial statements for the year
ended 31 December 2011 are 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 reappoint 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.

3. Ordinary resolution number 2

Election of Mrs NP January-Bardill as a director

“Resolved as an ordinary resolution that Mrs NP January-Bardill,
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, be and is hereby elected as a director
of the company.”

The reason for proposing ordinary resolution number 2 is
that Mrs January-Bardill, 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.

Nozipho January-Bardill, BA Education and MA Applied
Linguistics, was appointed to the board of AngloGold
Ashanti on 1 October 2011. She recently retired from
MTN Group where she served as Executive Director and
Spokesperson for the Group and on the boards of a
number of operations in the MTN footprint. She is a
former South African Ambassador to Switzerland, a
former Deputy Director General, Human Capital

AngloGold Ashanti Notice of Meeting 2011

Notice of annual general meeting

Management and Head of the Foreign Service Institute in

the then Department of Foreign Affairs (now DIRCO). She

was reappointed a member of the UN Expert Committee

on the Elimination of Racism, Racial Discrimination,

Xenophobia and Related Intolerances for a four-year

period from 2012 – 2015 (previously from 2000 – 2008).

She is currently the founder and Executive Director of

Bardill & Associates, a consulting company focussing

on Strategic Communications, High Level Government

Relations and Stakeholder Management.

4. Ordinary resolution number 3

Election of Mr RJ Ruston as a director

“Resolved as an ordinary resolution that Mr RJ Ruston,

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, be and is hereby elected

as a director of the company.”

The reason for proposing ordinary resolution number 3 is

that Mr RJ Ruston, having been appointed by the board

as a director since the previous annual general meeting,

holds office only until this annual general meeting.

Rodney Ruston, MBA, Business; BE (Mining), was

appointed to the board of AngloGold Ashanti on

1 January 2012. Rodney, a mining engineer, has over

35 years of experience in the resources industry. He is

currently the President and CEO of North American Energy

Partners, a large Canadian mining and construction

contracting company listed on the NYSE and the TSX.

5. Ordinary resolution number 4

Re-election of Mr WA Nairn as a director

“Resolved as an ordinary resolution that Mr WA Nairn,

who retires by rotation in terms of the memorandum of

incorporation of the company and is eligible and available

for re-election, be and is hereby re-elected as a director of

the company until the conclusion of the next annual

general meeting of the company.”

The reason for proposing ordinary resolution number 4 is

that Mr WA Nairn retires by rotation as a director at the

annual general meeting and offers himself for re-election.

Bill Nairn, BSc (Mining Engineering) was appointed to the

board in 2000 as an alternate director and on 16 May

2001 as a non-executive director. Mr Nairn, a mining

engineer,

has considerable technical experience

(particularly, in deep-level underground mining), having

been the group technical director of Anglo American plc

until 2004 when he retired from that company. The board,
in assessing his eligibility for re-election after taking due
cognisance of the King Code on Corporate Governance
South Africa 2009 (“King III”), has concluded that despite
Mr Nairn having served as a director since 2001, the
performance, skill and knowledge which he brings to the
board are of such a high standard and that his
independence of character and judgement are not in any
way affected or impaired by the length of his service as a
director. The board is, therefore, of the opinion (and has
declared) that Mr Nairn is independent and is eligible for
re-election as a director. At the annual general meeting
held on 11 May 2011, the board recommended that
Mr Nairn’s re-election as a director be for a period of one
year to ensure sufficient time for the company to identify
and appoint a non-executive director with the requisite
technical skills to replace Mr Nairn and to facilitate a
seamless transition. Given that Mr RJ Ruston was only
appointed to the board on 1 January 2012, the board is
of the view that extending Mr Nairn’s appointment for a
further year will help facilitate a smooth transition.
Mr Nairn’s appointment will therefore be limited to a one-
year period only, to the conclusion of the next annual
general meeting of the company. Mr Nairn has agreed to
make himself available on that basis.

6. Ordinary resolution number 5

Re-election of Prof LW Nkuhlu as a director

“Resolved as an ordinary resolution that Prof LW Nkuhlu,
who retires by rotation in terms of the memorandum of
incorporation of the company and is eligible and available
for re-election, be and is hereby re-elected as a director of
the company.”

The reason for proposing ordinary resolution number 5 is
that Prof Nkuhlu retires by rotation as a director at the
annual general meeting and, being eligible, offers himself
for re-election.

Wiseman Nkuhlu, BCom, CA (SA), MBA (New York
University), was appointed to the board on
4 August 2006. He has been the chairman of the Audit
and Corporate Governance Committee since 5 May
2007, having served as deputy chairman of that
committee from 4 August 2006. 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

Notice of annual general meeting

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 is also a

member of the board of Datatec Limited. He was elected

President of the Geneva-based International Organization

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

He is a member of the Financial Crisis Advisory Group of

the International Accounting Standards Board (IASB) and

the Financial Accounting Standards Board (FASB).

7. Ordinary resolution number 6

Appointment of Prof LW Nkuhlu as a member
of the Audit and Corporate Governance
Committee of the company

“Resolved as an ordinary resolution that, subject to the

approval of ordinary resolution number 5, Prof LW Nkuhlu

be and is hereby 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.”

Prof Nkuhlu’s brief curriculum vitae is disclosed in relation

to ordinary resolution number 5.

8. Ordinary resolution number 7

Appointment of Mr FB Arisman as a member of
the Audit and Corporate Governance Committee
of the company

“Resolved as an ordinary resolution that Mr FB Arisman

be and is hereby 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.”

Frank Arisman, BA (Finance), MSc (Finance), was

appointed to the board on 1 April 1998. He has an

extensive background in management and finance

through his experiences at JP Morgan, New York, where

he held various positions prior to his retirement. The

board, in assessing his eligibility for re-election after taking

due cognisance of King III, has concluded that despite

Mr Arisman having served as a director on the board since

1998, the performance, skill and knowledge which he

brings to the board are of such a high standard and that

his independence of character and judgement are not in

any way affected or impaired by the length of his service

as a director. The board is, therefore, of the opinion (and

has declared) that Mr Arisman is independent.

9. Ordinary resolution number 8

Appointment of Mr R Gasant as a member of the
Audit and Corporate Governance Committee of
the company

“Resolved as an ordinary resolution that, Mr R Gasant be

and is hereby 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. He is the

former Chief Executive Officer of Energy Africa Limited

and sits on the board of international companies in the

MTN Group.

10. Ordinary resolution number 9

Appointment of Mrs NP January-Bardill as a
member of the Audit and Corporate Governance
Committee of the company

“Resolved as an ordinary resolution that, subject to the

approval of ordinary resolution number 2, Mrs NP January-

Bardill be and is hereby 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.”

Mrs January-Bardill’s brief curriculum vitae is disclosed in

relation to ordinary resolution number 2.

The reason for proposing ordinary resolutions numbers 6,

7, 8 and 9 is 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 2008 as amended. In

terms of the aforementioned requirements, the Audit

Committee should be comprised of a minimum of 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.

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.

AngloGold Ashanti Notice of Meeting 2011

Notice of annual general meeting

11. Ordinary resolution number 10

General authority to directors to allot and issue
ordinary shares

“Resolved as an ordinary resolution that, subject to the

provisions of the Companies Act 2008 as amended and

the Listings Requirements of the JSE Limited, from time to

time, the directors of the company be and are hereby, 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 of R0.25

each in the authorised but unissued share capital of the

company, up to a maximum of 5% of the number of

ordinary shares of R0.25 each in issue from time to time.”

The reason for proposing ordinary resolution number 10 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.

12. Ordinary resolution number 11

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 10

“Resolved as an ordinary resolution that, subject to

ordinary resolution number 10 being passed, the

directors of the company be and are hereby authorised,

in accordance with the Listings Requirements of the

JSE Limited to allot and issue for cash, on such terms

and conditions as they may deem fit, all or any of the

ordinary shares of R0.25 each (“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 10, 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), over the 30 business days prior to the

date that the price of the issue is determined or agreed

by the directors of the company; and

•

any issues of ordinary shares under this authority shall

be made only to a public shareholder as defined in the

Listings Requirements of the JSE Limited.”

The reason for proposing ordinary resolution number 11 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 10 and is

not intended to (nor does it) grant the directors authority to

issue ordinary shares 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 10.

In terms of the Listings Requirements of the JSE Limited,

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 11.

13. Advisory endorsement

Advisory endorsement of the AngloGold Ashanti

remuneration policy and notice of 2012 LTIP

awards

“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

Corporate Governance for South Africa 2009.”

The group remuneration policy is set out as Annexure 1 of

this document, of which this notice forms part.

Notice of 2012 LTIP awards

At the annual general meeting of shareholders held on

29 April 2005, shareholders approved the implementation

of the AngloGold Ashanti Limited Long Term Incentive

Plan 2005 (“LTIP”). In terms of the approval granted, no

employee or executive director of the group may be

granted an award under the LTIP in any financial year of

shares worth more than 200% of annual salary.

Notice of annual general meeting

P 7

The awards to be granted for 2012 are expected to be

as follows:

•

Chief executive officer:

200% of annual salary

•

Chief financial officer:

140% of annual salary

•

Executive vice presidents:

100% of annual salary

•

Senior management:

80% of annual salary

14. Special resolution number 1

Increase in non-executive directors’ remuneration
for their service as directors (“directors’ fees”
or “fees”)

Rationale for the proposed fee increases

At the 2010 annual general meeting held on 11 May 2011,

shareholders approved Special Resolution 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, 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.

The intention to align director’s fees took place against the

following backdrop. First, the fees paid to South African-

based director’s had historically been benchmarked against

the median of the local market. Second, fees paid to

directors based in the United Kingdom or the United States

were typically above the South African third quartile but still

significantly below international benchmarks. In the context

of board renewal and the intention to also attract new

international directors who could bring requisite skills and

experience to bear on the company’s new growth

opportunities and technically diverse mining activities, in

jurisdictions outside of South Africa, the company sought to

target international remuneration at the bottom quartile of

an appropriate peer group of international mining

companies. This approach has meant that in the recent

past directors have been paid differently, according to the

market dynamics of the jurisdictions in which they reside.

Noting that all director’s share similar accountability as

members of the board and cognisant of AngloGold

Ashanti’s significant global spread – which includes

technically diverse mining operations currently in six

countries in Africa, alongside Argentina, Australia, Brazil and

the United States, advanced projects in an additional two

countries (the DRC and Colombia), together with greenfield

exploration activities in a further seven countries in North

Africa and the Middle East, Canada and South East Asia,

combined with a company capital structure and associated

jurisdictional compliance character that is truly global in

nature – the approach is now to align all director’s fees,

targeted at the bottom quartile of an appropriate

international benchmark. As noted, in 2011 shareholders

approved this shift, to be undertaken over a three-year

period, with the first year adjustments being made in 2011.

In assessing adjustments to be made to directors’ fees in

2012, 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 HR

and related financial advice. The comparator group of

mining companies used in the analysis included Anglo

American plc, Barrick Gold Corporation, BHP Biliton, Gold

Fields Limited, Goldcorp Incorporated, Harmony Gold

Mining Company Limited, Lonmin plc, Newcrest Mining

Limited and Newmont Mining Corporation. 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.

Notwithstanding the increases made to directors’ fees in

2011, there still remains a large gap between the global

benchmark (at the bottom quartile) and the current fee

structure, especially for directors resident in South Africa

and elsewhere in Africa. In the remaining two years of the

three-year alignment programme, it is proposed that the

alignment of fees for non-executive directors is achieved

in roughly two equal steps, comprising increases of up to

40% in 2012 and again in 2013. These large step

changes are proposed in respect of fees to be paid for

standing board meetings, while fee increases for board

sub-committee meetings vary according to market rates

applied to each committee across the peer comparator

group. Fee increases for the chairman of the board,

whose compensation is already closely aligned to the

international benchmark, are proposed at just below 10%.

For comparative purposes, the following tables have reflected

fees payable to the non-executive directors in US dollars.

Payment to South African resident non-executive directors will

be made in South African rands, converted at a fixed rate of

exchange of R7.2569/$1.

“Resolved as a special resolution that, in terms of the Companies

Act 2008 as amended, and persuant to article 73 of 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 2012 on the basis

set out in sections 1.1, 1.2, 1.3, 2.1 and 2.2 below:

AngloGold Ashanti Notice of Meeting 2011

Notice of annual general meeting

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

Current fee per annum

Increased fee per annum

1.1

Board meeting - retainer

US$

1.1.1

Chairman

230,447 251,325

1.1.2

South African directors

42,787

57,762

1.1.3

African directors

42,188

57,762

1.1.4

Other than African directors

66,000

69,000

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.

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:

Current fee per meeting

Increased fee per meeting

1.2

Additional board meetings

US$

1.2.1

Chairman

11,823 12,894

1.2.2

South African directors

2,536

3,465

1.2.3

African directors

2,500

3,465

1.2.4

Other than African directors

3,300

3,465

1.3 Travel allowance to be paid to non-executive directors who travel from outside South Africa to attend board meetings

Each non-executive director who is not resident in South Africa and 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 outside of South Africa who attend board meetings is as follows:

Current travel allowance

Increased travel allowance

1.3

Travel allowance

US$

1.3.1

South African directors

–

1.3.2

African directors

7,500

7,800

1.3.3

Other than African directors

8,800

9,152

Notice of annual general meeting

15. Special resolution number 2

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

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

“Resolved as a special resolution that, the fees, payable quarterly in arrear, 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 2012 on the basis set out as follows:

2.1 Board 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 2012 on the basis set out below:

Board and statutory

Current fee per annum

Increased fee per annum

2.1

committee meetings

US$

Audit Committee

2.1.1

Chairman – South African

25,355

30,000

2.1.2

Members – South African

21,393

2.1.3

Members – African

21,094

21,393

2.1.4

Members – Other than African

27,847

Remuneration Committee

2.1.5

Chairman – South African

20,601

26,000

2.1.6

Members – South African

17,432

17,730

2.1.7

Members – African

17,188

17,730

2.1.8

Members – Other than African

22,000

Other committees (Investment; Safety, Health and Sustainable
Development; Transformation and HR Development; Risk and
Information Integrity and such other committees of the board
or committees required by statute or regulation
that may be established from time to time)

2.1.9

Chairman – South African

20,601

2.1.10

Chairman – Other than African

27,500

2.1.11

Members – South African

17,432

2.1.12

Members – African

17,188

17,432

2.1.13

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 or
statutory committees which meet on an ad hoc basis

Each non-executive director will be entitled to an allowance for each board or 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:

Board and statutory

Current fee per meeting

Increased fee per meeting

2.2

and special purpose committees

US$

2.2.1

South African

2,567

3,465

2.2.2

African

2,531 3,465

2.2.3

Other than African

3,300

3,465

The reason for proposing special resolutions numbered 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 its global spread and
growth aspirations and having regard to the appropriate capability, skills and experience required.

AngloGold Ashanti Notice of Meeting 2011

Notice of annual general meeting

P10

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 Officer and the Chief Financial Officer

recommend for approval by shareholders, the fees for the non-

executive directors, detailed in special resolutions numbered 1

and 2.

In light of all of these factors, the proposed revised

remuneration structure set out in special resolutions numbered

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

numbered 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 numbered 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 numbered 1 and 2.

16. Special resolution number 3

Acquisition of the company’s own shares

“Resolved, pursuant to the company’s Memorandum of

Incorporation, 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 2008, as amended (“Companies Act”), and the

Listings Requirements of the JSE Limited, 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 and 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

•

the shares acquired by the company’s subsidiaries shall not

carry with them any voting rights.”

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

Notice of annual general meeting

P11

company on the JSE Limited 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.

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 Listings Requirements of the JSE

Limited prior to the commencement of any acquisitions of the

company’s shares on the open market.

In terms of section 11.26 of the Listings Requirements of the

JSE Limited, the following information is disclosed either in

this document or in the accompanying Annual Financial

Statements 2011:

•

Directors and management – pages 21 to 25 of this

document;

•

Major shareholders – page 323, in the Annual Financial

Statements 2011;

•

Material change statement – page 162, in the Annual

Financial Statements 2011;

•

Directors’ interest in securities – page 163, in the Annual

Financial Statements 2011;

•

Share capital of the company – pages 152 to 153, in the

Annual Financial Statements 2011;

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 Directors’

Report, under the heading, Litigation, on pages 160 to 161 in

the Annual Financial Statements 2011 and in note 34 to the

annual financial statements. For the risk factors, refer to

pages 116 to 139 of the Annual Financial Statements 2011.

The directors whose names appear in Annexure 2 of this

document 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 Listings

Requirements of the JSE Limited.

By order of the board

Ms L Eatwell

Company Secretary

Johannesburg

16 March 2012

Registered and corporate office

76 Jeppe Street

Newtown

Johannesburg

2001

South Africa

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

AngloGold Ashanti Notice of Meeting 2011

Notice of annual general meeting

P12

Annexure 1 – Remuneration policy
and principles

AngloGold Ashanti aims to be the leading gold company in the medium-term and the leading mining company in the long-term. This

ambitious growth objective requires that the company’s remuneration strategies be sufficiently robust and innovative to attract people

with the requisite skills on a global basis. The remuneration policy is devised to support this business strategy.

Remuneration policy

The Remuneration Policy applies to all AngloGold Ashanti operations globally and sets out policies and parameters relating to the

establishment and application of employee rewards. In determining employee rewards, AngloGold Ashanti takes into consideration:

•

AngloGold Ashanti’s strategy, business objectives and company values;

•

overall business performance;

•

the skills required and how the company attracts and retains these employees to best deliver the objectives of AngloGold Ashanti;

•

the relevant labour markets within which the company operates;

•

the wage differentials between the top and bottom levels of the organisation (‘wage gap’); and

•

trade unions and the relationships and requirements which the company has in negotiations to ensure that all employees are fairly

treated.

In order to address these 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.

The policy should be followed and applied in conjunction with any local AngloGold Ashanti practices and government legislation.

1. Reward components

•

Base salary

Fixed compensation required to attract a given set of skills, competencies and experience.

•

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. The short-term incentive is performance-based and measured against pre-determined objectives which,

depending on the level and focus of the role being performed, is derived from company, regional, operation/mine and individual

performance criteria.

Short-term incentives on the Bonus Share Plan Scheme are paid annually in cash and, for eligible employees within the

plan, these are matched by the equivalent value Bonus Share Plan awards (BSP). BSP awards are the deferred element

of the STI and are comprised of fully paid shares that vest 40% after one year and the balance after two years. Where

BSP shares are retained for longer than three years, an additional 20% will be granted as a further retention incentive.

Where tax regulations constrain the benefit of the award, partial vesting to pay taxes is permitted. In these instances, the

additional 20% top-up is delivered in cash.

In some instances, management level staff participate in production bonuses (paid quarterly or at frequent intervals). Where

these bonuses are paid employees will receive the allocation of BSP shares as though they were participating in the

BSP Scheme.

This STI policy is not yet in effect at all AngloGold Ashanti locations and a number are in the process of implementing STI

arrangements.

P13

Remuneration policy (continued)

1. Reward components (continued)

•

Long-term incentives (LTI)

Long-term incentives are granted annually to employees in Stratum IV Mid and above, while Stratum IV Low may participate

on a discretionary basis. LTI grants are comprised of fully paid shares in AngloGold Ashanti with a three-year vesting period.

LTI grants are subject to business performance and approval of the Remuneration 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.

•

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’s policy is to provide, where appropriate, through third-parties, additional

elements of compensation from the following list:

•

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

•

Medical and/or dental benefits

Providing reimbursement of supplemental or primary medical expenses including hospitalisation, family doctor or emergency

room visits, prescription medication and dental expenses. Plans will include an annual limit and involve employee cost sharing

to promote efficient purchasing

•

Retirement savings

Full or partially matched (with employee) contributions towards retirement savings.

•

Accidental death and dismemberment

Usually comprising a schedule of fixed amounts or multiple 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,

cost of living allowances, rental expenses and school fees.

It is no longer AngloGold Ashanti practice to provide post-retirement benefits i.e. medical care and life assurance to retired

employees. Existing plans have been or are in the process of being closed to new entrants or converted to employee paid

plans.

2. Compensation structure

AngloGold Ashanti is in the process of transitioning the administration of compensation into pay ranges developed around the

requisite-based Stratum structure and away from the previously employed Paterson job evaluation system. Currently this is

complete down to Stratum IV and will progress through the organisation to all employees not covered by a collective bargaining

unit or union. Where compensation administration arrangements are negotiated with employee representatives/trade unions and

AngloGold Ashanti is involved with multi-employer agreements, this may only take place after the required negotiation.

AngloGold Ashanti Notice of Meeting 2011

Annexure 4

P14

Annexure 1 – Remuneration policy
and principles

2. Compensation structure (continued)

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 sub-stratum and a pay range is constructed for each. Determination of the stratum level into which 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 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 competence they move toward the midpoint through annual salary awards.

Individuals approaching the maximum of their range would usually be candidates for promotion or are considered to be

exceptionally competent and performing at a consistently high level over long periods or have acutely scarce skills. Only in special

circumstances of particularly scarce skills or experience shortages may an individual be compensated beyond the maximum of

the range.

Ranges are maintained in line with the target market by periodically selecting “benchmark” roles within the range and comparing

these to similar positions in the target group. Benchmarking will be completed annually to ensure that AngloGold Ashanti remains

aligned to the market. Internal benchmarking is also completed to ensure that there is an equitable approach to reward.

Salary ranges simplify the maintenance of competitive compensation and provide a helpful guideline for managing individual

compensation adjustments and setting total population salary budgets.

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. STI ranges are determined by comparison

with the local market below Stratum IV with a global scale developed by the corporate compensation and benefits team

applicable to Stratum V and above. In instances of global roles or scarce skills, the global scale is used to as low as Stratum III.

For each applicable stratum (IVM and above), a target LTI grant will also apply. Target grant levels are determined by

market comparison and are set by the Corporate Compensation and Benefits team. Discretionary LTI grants can be given to

Stratum IVL.

The Gini coefficient, which measures the wage gap between the top earners and the low earners, is referenced when determining

the Compensation structure.

3. Competitive positioning

•

Market comparison

AngloGold Ashanti aims to compensate managerial employees in Stratum V and above, when they are fully competent in their

roles, at the median of a select group of global competitors. Comparative compensation is aged to the midpoint of the year

to anticipate inflationary movement that is likely to occur during the coming year.

For Stratum V and above, where necessary, base salary comparisons are reviewed to consider purchasing power. Purchasing

power is defined as that part of base salary spent on housing, goods and services and taxation (including income tax,

property tax and social security). The objective is to ensure that executives in higher cost countries are compensated for the

extra amounts expended on these items compared with their colleagues at the same level in other locations. In other words

purchase pay parity is achieved on that part of compensation expended on shelter, food and services.

P15

Remuneration policy (continued)

3. Competitive positioning (continued)

•

Compensation comparison

Compensation at AngloGold Ashanti is compared against the selected comparator group and in the manner described above
in terms of total compensation (i.e. base salary, benefits, short term incentive and long term incentive).

Each component of compensation is then compared with the components offered by the target market group. Each
component should be compared with the median of the relevant market and ranges or targets, as adjusted.

To determine competitive positioning base salaries are compared with base 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 the Black Scholes methodology.

4. Expatriate compensation

In addition to developing local skilled managers, AngloGold Ashanti utilises a skilled mobile workforce to service operations
internationally. Mobility is becoming a scarce competency and the nature of employment and compensation is undergoing change.

The traditional approach of protecting home location spending power while based in the host location, assuming an ultimate return to
the host location, is being transitioned to a salary range administration process using a global scale for cross continent transfers and
regional scales for intra-regional transfers.

AngloGold Ashanti will continue to pay all host taxes levied on earned income and provide housing where appropriate.

5. 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 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 Committee

AngloGold Ashanti’s Remuneration Committee of the board discharges the responsibilities of the Board relating to all
compensation, including equity compensation, of the company’s executives. The committee establishes and administers the
company’s executive remuneration with the broad objectives of:

5.1 aligning executive remuneration with company performance and shareholder interests;

5.2 setting remuneration standards which attract, retain and motivate a competent executive team;

5.3 linking individual pay with operational and company performance in relation to strategic objectives; and

5.4 evaluating compensation of executives including approval of salary, equity and incentive based awards.

•

Legislation

The remuneration policy adheres to both AngloGold Ashanti policy and local government legislation and, where local
legislation deviates from policy, the appropriate legislation is applied.

Remuneration principles

The Remuneration Committee sets and monitors executive remuneration for the company and ensures that pay practices meet all
legislative and governance requirements and operates according to the following terms of reference:

•

aligning executive and management remuneration with company performance and shareholder interest;

•

setting remuneration standards which attract, retain and motivate a competent executive and management 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.

AngloGold Ashanti Notice of Meeting 2011

Annexure 4

P16

Annexure 1 – Remuneration policy
and principles

Remuneration principles (continued)

To support them in the delivery of these objectives the remuneration policy (refer to page 32 of this document) is designed to address

each of these objectives. The following principles remain in place to support this delivery:

•

to align the behaviour and performance of the executives with the strategic goals, all incentive plans have performance criteria in

place that align targets to shareholder interest;

•

to attract, retain and motivate executives of the requisite calibre, executive remuneration is benchmarked against a comparator

group of global and South African mining and multinational companies;

•

a large portion of the executives’ pay is linked to the performance of the company and the creation of shareholder value; and

•

on-going evaluation of the executive pay elements led to the introduction of a cash-based retention scheme in 2008 with a

three-year settlement period. This has not been renewed for the executives but rather the decision was taken to review the LTIP

allocations in line with the outcomes of the market benchmarking exercises in 2011.

Through 2011 the following changes occurred to continue with the delivery of these principles:

•

executive LTIP allocations were increased following the benchmarking review as follows:

Previous maximum

Increased maximum

Designation

grant of basic salary

Chief executive officer

120%

160%

Executive directors

100%

140%

Executive management

80%

100%

•

the Remuneration Committee approved a revised Remuneration Policy that was communicated and ratified at the May 2011

annual general meeting; and

•

a review was done on the existing change of control conditions and although the decision has been made to leave them in place

due to the current economic environment and on-going change in the market, the Remuneration Committee requested an

alignment of executive vice president notice periods to six months and change of control practices now include payment triggers

and aligned terms.

The Remuneration Committee is comfortable that these principles continue to support the delivery of its objectives.

Remuneration process

How we determine remuneration

Executive remuneration is structured to be competitive in a global market where growth and a scarcity in key talent and skills are an

on-going dilemma, whilst still recognising cost and shareholder value as key drivers in policy delivery. AngloGold Ashanti executives

are benchmarked against an identified global group of competitors. AngloGold Ashanti’s size and complexity as well as each

executive individual role and personal performance are reviewed annually against the benchmark group from a base pay, guaranteed

pay and variable pay perspective. The benchmark survey for 2011 was completed by PricewaterhouseCoopers, using both

benchmark data as well as data provided in remuneration reports of the identified comparator group. To ensure that the correct

amount of rigour is placed on the process the Remuneration Committee went to tender for a bespoke survey for the 2012

benchmarking process and selected Global Remuneration Solutions in collaboration with Mercer for the executive pay review

comparison to market.

Our salary benchmarks are targeted at the market median, however, where there is a shortage of specialist and/or key technical skills,

higher than the benchmark median is paid, targeting the 75th percentile.

Annual increases for executives are effective on 1 January of each year.

Executives are remunerated on a principle of base pay plus benefits; medical coverage, retirement/pension and risk cover do however

differ based on nationality, country legislation and historic offerings. All executives are members of a retirement fund.

Executive directors do not receive payment of directors fees or committee fees.

P17

Short-term incentives – Bonus Share Plan (BSP)

Each executive participates in the BSP where performance is measured and awards are granted on the basis of both company and

individual performance criteria. The company performance criteria for 2011 were:

(a) Reserve conversion

Mineral Resource to Ore Reserve conversion equates to an increase in Ore Reserve before the subtraction of depletion, we have

targeted 5.0Moz before depletion.

(b) Production

Production refers to the quantum of gold produced over the year, the targeted production for 2011 was 4,699,000oz.

Target of $678/oz based on the following assumptions: R7.15/$, A$/$1.04, BRL1.70/$, ARS4.62/$, and a fuel price of $85/bbl.

(d) Adjusted headline earnings per share (AHEPS)

AHEPS is a measure of the return that investors get from our shares. The target AHEPS for 2011 was 242 US cps.

(e) Safety

Safety as an incremental driver with an impact of up to 20% multiplier on the base calculation. The safety target is to improve

injuries on the previous three-year average.

The bonus paid comprises two separate parts:

•

A cash bonus which may not exceed 50% of the maximum bonus allocated per level; and

•

An equity bonus to the equivalent value of the cash bonus, settled by way of BSP share awards, which together with the cash

bonus may not exceed the maximum bonus.

As per the table below, BSP awards vest over a two-year period with an additional 20% for holding the award for the full three-year

period subject to the individual being in the employ of the company at the date of vesting.

2009

2010

2011

2012

2013

2014

2015

2008 allocation

40% vest

60% vest 20% top-up

(for performance year 2007)

if 100%

retained

2009 allocation

40% vest

60% vest 20% top-up

(for performance year 2008)

if 100%

retained

2010 allocation

40% vest

60% vest 20% top-up

(for performance year 2009)

if 100%

retained

2011 allocation

40% vest

60% vest 20% top-up

(for performance year 2010)

if 100%

retained

2012 allocation

40% vest

60% vest 20% top-up

(for performance year 2011)

if 100%

retained

AngloGold Ashanti Notice of Meeting 2011

Annexure 4

P18

Annexure 1 – Remuneration policy
and principles

In 2011, the maximum bonus achievable under the BSP (expressed as a percentage of base salary) and the company and individual

performance weightings are shown in the table below. For these purposes, basic salary includes offshore payments.

Total

target

maximum

opportunity

Targeted

Maximum

as %

cash

(including

Company

Individual

bonus as

bonus

bonus performance performance

a % of

weighting

Role

salary

awarded)

as %

Chief executive officer

160

Executive directors

140

Executive management

120

Long-Term Incentive Plan (LTIP)

Each executive participates in the LTIP. The objective of the LTIP is to align the interests of the company, shareholders and executive

management over the medium to long term. The performance conditions for the 2011 awards are:

1. Adjusted headline earnings per share (AHEPS) (30% weighting)

The AHEPS growth of at least 2% net of US inflation per year for three years. Partial vesting will occur at 2% growth and full

vesting at 5% growth. The base year end is 2010.

2. Total shareholder return (TSR) (30% weighting)

For partial vesting the company’s TSR for 2011-2013 needs to be at least equal to the third place performer in a comparator

group of the following companies: Barrick, Gold Fields, Newmont and Harmony. For full vesting, the company’s performance must

be placed second or better.

3. Strategic target (40% weighting)

It was agreed that for the 2011 award, the strategic target would be divided into two parts:

(i)

Safety performance (20% weighting)

The company’s safety performance has become the primary strategic target from an operating perspective and it is

essential that our performance show significant improvement. It was agreed that a 20% year-on-year improvement on the

base year in the all injury frequency rate (AIFR) for the period under review, be the target for full vesting, with a minimum of

10% improvement per year for partial vesting. The base the previous three year average.

(ii)

Reserve and resource ounce generation (20% weighting)

It was agreed that, at the end of the period, at least 9Moz at the measured and indicated resource level, and 5Moz at the

published reserve level, be generated for full vesting, with partial vesting commencing at 7Moz and 3Moz respectively.

The 9Moz/5Moz and 7Moz/3Moz are an annual target. i.e. it is 27(9x3)/15(5x3) and 21(7x3)/9(3x3) over the three-year

vesting period.

Under the LTIP, the executive management is granted the right to receive shares in the company, subject firstly to performance

conditions being achieved over the specific performance period and secondly to continued employment within the group.

The table below summarises the LTIP award time-table:

2012

2013

2014

2015

LTIP award

Allocation date

Maximum 100%

vesting based

on achievement

of company

performance

targets

The 2009 timeline results in a 2012 vesting, the LTIP 2009 allocation will vest at 70% as the performance conditions were not all fully
met as per the table below:

Allocation 2009

Total awards summary

% awarded

AHEPS (target was met – AHEPS increased by 227.26% and the US CPI increased by 7.58%)

30%

TSR (AngloGold Ashanti achieved second place in the comparator group)

30%

Safety (the safety target was not met)

Replacement of reserves (partial vesting as the target was only partially met)

10%

Total LTIP award percentage

70%

The value of the awards that may be granted under the LTIP as a percentage of base salary is shown in the table below. For these
purposes, basic salary includes offshore payments.

LTIP allocation as

Role

% of basic salary

Chief executive officer

160

Executive directors

140

Executive management

100

Vice presidents and senior management

Other management (discretionary)

The percentage at which LTIP awards have vested to date:

At the discretion of the Remuneration Committee, a cash payment, equal in value to the dividends which would have been paid had
actual shares been issued during the vesting period, will be made to employees to whom LTIP awards were granted, to the extent
that these LTIP awards vest after the performance conditions have been met.

AngloGold Ashanti Notice of Meeting 2011

Annexure 4

Vesting of LTIP awards to date

(%)

Senior management

Executives

* 2006 – Certain performance criteria applied to executive

management only

Service contracts

An annual review is done of executive director and executive management service contracts. The change of control payments and

conditions are subject to the following triggers:

If AngloGold Ashanti becomes a subsidiary of another company; or substantially all of the businesses, assets and undertakings of

AngloGold Ashanti become owned by any person, firm or company; or a number of shareholders holding less than 35% of the

company’s issued share capital act in concert to gain a majority of the board and force changes in the management of the company;

and as a consequence of this the Executive Committee member’s employment is terminated as a result of an involuntary termination

or the committee member’s role is significantly diminished and employment conditions are reduced.

In 2011, the notice periods and change of control clauses were aligned as per the table below:

Executive committee member

Payment in lieu of notice period

Change of control

Chief executive officer

12 months

Chief financial officer

9 months

Executive Committee members

6 months

Non-executive directors do not hold service contracts with the company. Executive directors do not receive payment of directors’

fees or committee fees.

Remuneration mix

(Shown as a percentage of base pay)

160

80
80

100

140

70
70

100

60
60
100

160

80
80

100

140

70
70

100

60
60
100

Long-term incentive

Short-term incentive (cash)*

Short-term incentive (deferred)*

Fixed base salary

* The short-term incentive bonus (both cash and deferred)

is shown at the maximum entitlement.

CEO

Executive

management

Executive

directors

Annexure 1 - Remuneration policy
and principles

P21

AngloGold Ashanti Notice of Meeting 2011

Board of directors

Annexure 2 – Board of directors and
executive management

– at 31 December 2011 and subsequent to year-end

Non-executive chairman

Mr TT Mboweni (52)

BA, MA (Development Economics)

Chairman and independent non-executive director

Tito Mboweni was appointed to the board and as Chairman of AngloGold Ashanti on 1 June 2010. He has a long and outstanding
record of public service. As Labour Minister from 1994 to 1998, Mr Mboweni was the architect of South Africa’s post-apartheid labour
legislation which today continues to provide the basis for the mutually respectful labour relationships central to AngloGold Ashanti’s
operational approach in South Africa. He was the eighth Governor of the South African Reserve Bank from 1999 to 2009, and
Chancellor of the University of the North from 2002 to 2005. He is also non-executive chairman of Nampak Limited and an
international adviser to Goldman Sachs. Mr Mboweni is a founder member of Mboweni Brothers Investment Holdings. He is also
chairman of the fund raising comittee of the Nelson Mandela Children’s Hospital and a trustee and chairman of the finance committee
of the Thabo Mbeki Foundation. He is chairman of AngloGold Ashanti’s Nominations Committee and is a member of the Investment,
Financial Analysis and Party Political Donations committees.

Executive directors

Mr M Cutifani (53)

BE (Mining Engineering)

Chief Executive Officer

Mark Cutifani was appointed to the board of AngloGold Ashanti on 17 September 2007 and as Chief Executive Officer on 1 October
2007. He is chairman of the Executive Committee and a member of the Transformation and Human Resources Development; Safety,
Health and Sustainable Development; Risk and Information Integrity; and Investment Committees. Mark has considerable experience
in mining, having been associated with the industry since 1976. Prior to joining AngloGold Ashanti, he was Chief Operating Officer at
CVRD Inco, a Toronto-based company, where he was responsible for Inco's global nickel business.

Mr S Venkatakrishnan (Venkat) (46)

BCom, ACA (ICAI)

Chief Financial Officer

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 invited to attend meetings of the Audit and
Corporate Governance Committee. 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, an advisory panel of the JSE.

Board of directors

P22

Annexure 2 – Board of directors and
executive management

– at 31 December 2011 and subsequent to year-end

Non-executive directors

Mr FB Arisman (67)

BA (Finance), MSc (Finance)

Independent non-executive director

Frank Arisman joined the board of AngloGold Ashanti on 1 April 1998. He is chairman of the Financial Analysis and Investment

Committees, and a member of the Safety, Health and Sustainable Development, Audit and Corporate Governance, Nominations,

Risk and Information Integrity and Remuneration committees. Frank has a rich background in management and finance through his

experiences at JP Morgan, New York, where he held various positions prior to his retirement.

Mr R Gasant (52)

CA (SA)

Independent non-executive director

Rhidwaan Gasant was appointed to the board of AngloGold Ashanti on 12 August 2010. He 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.

Mrs NP January-Bardill (61)

BA (Education), MA (Applied Linguistics)

Independent non-executive director

Nozipho January-Bardill was appointed to the board of AngloGold Ashanti on 1 October 2011 and is a member of the Audit and

Corporate Governance Committee. She recently retired from the MTN Group where she served as an executive director and

spokesperson and on the boards of a number of operations in the MTN footprint. She is former South African Ambassador to

Switzerland, and former Deputy Director General, Human Capital Management and Head of the Foreign Service Institute in the then

Department of Foreign Affairs (now DIRCO). She was reappointed a member of the UN Expert Committee on the Elimination of Racism,

Racial Discrimination, Xenophobia and Related Intolerances for a four-year period from 2012 – 2015 (previously from 2000 – 2008).

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.

Mr WA Nairn (67)

BSc (Mining Engineering)

Independent non-executive director

Bill Nairn was appointed to the board of AngloGold Ashanti in 2000 as an alternate director and on 16 May 2001 as a non-executive

director. He chairs the Remuneration Committee and is a member of the Safety, Health and Sustainable Development; Transformation

and Human Resources Development; Investment; Party Political Donations; Risk and Information Integrity; and Nominations

committees. Bill, a mining engineer, has considerable technical experience, having been the Group Technical Director of Anglo

American plc until 2004 when he retired from the company. Having completed the three-year cooling period, Bill is now considered

an independent non-executive director of AngloGold Ashanti.

P23

AngloGold Ashanti Notice of Meeting 2011

Board of directors

Prof LW Nkuhlu (67)

BCom, CA (SA), MBA (New York University)

Independent non-executive director

Wiseman Nkuhlu was appointed to the board on 4 August 2006. He has been the chairman of the Audit and Corporate Governance

Committee since 5 May 2007, having served as deputy chairman from 4 August 2006. He also serves as a member of the Financial

Analysis; Risk and Information Integrity; Safety, Health and Sustainable Development; Nominations, Party Political Donations; and

Remuneration committees. Wiseman, 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 on a number of major

South African companies, including Standard Bank, South African Breweries, Old Mutual, Tongaat Hulett, BMW and JCI. Wiseman 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 is also a member of the board of Datatec Limited. He was elected President of the Geneva-based

International Organization of Employers (IOE) in May 2008 for a period of two years. He served as a member of the Global Financial

Crisis Advisory Group appointed by the International Accounting Standards Board (IASB) and the Financial Accounting Standards

Board (FASB) in 2009 to investigate the possible impact of the crisis on the setting of accounting standards.

Mr F Ohene-Kena (75)

MSc (Engineering), DIC and ACSM

Independent non-executive director

Ferdinand (Fred) Ohene-Kena was appointed to the board of AngloGold Ashanti on 1 June 2010. He is the former Ghanaian Minister

of Mines and Energy and is currently a member of the Ghana Judicial Council. He is the chairman of the Ghana Minerals Commission

and a member of the President’s Economic Advisory Council. Mr Ohene-Kena is a member of the Safety, Health and Sustainable

Development; Transformation and Human Resources Development; and Nominations committees.

Mr SM Pityana (52)

BA (Hons) (Essex), MSc (London), Dtech (Honoris) (Vaal University of Technology)

Independent non-executive director

Sipho Pityana joined the board of AngloGold Ashanti on 13 February 2007. He is the chairman of the Safety, Health and Sustainable

Development Committee and is a member of the Remuneration, Party Political Donations, Investment, Nominations, Financial

Analysis, Risk and Information Integrity and the Transformation and Human Resources Development committees. Sipho has extensive

experience in management and finance, and has occupied strategic roles in both the public and private sectors, including that of

Director General of the national departments of both labour and foreign affairs. He was formerly a senior executive of Nedbank Limited

and is currently the Executive Chairman of Izingwe Holdings (Proprietary) Limited, a local empowerment group and a significant

investor in mining, engineering, infrastructure and logistics, and AngloGold Ashanti’s BEE partner. He serves as a Non-executive

Director on the boards of several other South African companies.

Mr RJ Ruston (61)

MBA, Business, BE (Mining)

Independent non-executive director

Rodney Ruston was appointed to the board of AngloGold Ashanti on 1 January 2012. Rodney, a mining engineer, has over 35 years

of experience in the resources industry. He is currently the President and CEO of North American Energy Partners, a large Canadian

mining and construction contracting company listed on the NYSE and the TSX.

P24

Annexure 2 – Board of directors and
executive management

– at 31 December 2011 and subsequent to year-end

Executive management

Ms I Boninelli (55)

MA (Psychology), post-graduate diploma in Labour Relations

Executive Vice President – People and Organisational Development

Italia Boninelli joined AngloGold Ashanti on 15 October 2010 as Senior Vice President: Human Resources, Strategy and Change

Management and was appointed to the Executive Committee on 1 December 2011 where she is responsible for the company’s

people strategy, transformation and change management initiatives. Italia has more than 25 years’ experience in human resources,

marketing communications, customer relationship management and business transformation, in a variety of industries including

mining, manufacturing, healthcare and banking. She is a registered industrial psychologist with the Health Professions Council of

South Africa, holds a masters degree in psychology and a post-graduate diploma in labour relations.

Dr CE Carter (49)

BA (Hons), DPhil, EDP

Executive Vice President – Business Strategy

Charles Carter has worked in the mining industry in South Africa and the United States since 1991, in a range of corporate roles with

Anglo American Corporation, RFC Corporate Finance and AngloGold Ashanti. He was appointed Executive Vice President – Business

Strategy in December 2007 and is currently responsible for corporate strategy and business planning, risk management, investor

relations and Project ONE implementation.

Mr RN Duffy (48)

BCom, MBA

Executive Vice President – Continental Africa

Richard Duffy joined Anglo American in 1987 and in 1998 was appointed Executive Officer and Managing Secretary of AngloGold. In

November 2000, he was appointed Head of Business Planning and in 2004 assumed responsibility for all new business opportunities

globally. In April 2005, this role was expanded to include greenfields exploration. He was appointed to the Executive Committee in

August 2005. Richard was appointed Executive Vice President – Continental Africa in July 2008.

Mr GJ Ehm (55)

BSc Hons, MAusIMM, MAICD

Executive Vice President – Australasia

Graham Ehm has, since 1979, gained diverse experience in mine operations and project management, covering the nickel,

phosphate, copper, uranium and gold sectors. He was appointed General Manager of Sunrise Dam gold mine in 2000, Regional Head

– Australia in 2006 and Executive Vice President – Australasia in December 2007. He assumed the role of Executive Vice President

– Tanzania on 1 June 2009 and during August 2010, resumed the position of Executive Vice President – Australasia.

P25

AngloGold Ashanti Notice of Meeting 2011

Executive management

Mr RW Largent (51)

BSc (Mining Engineering), MBA

Executive Vice President – Americas

Ron Largent has been with AngloGold Ashanti since 1994. He has served on the board of directors for the Colorado Mining

Association, California Mining Association and Nevada Mining Association. In 2001, he was appointed General Manager of the

Cripple Creek & Victor gold mine and took up his current role as Executive Vice President – Americas in December 2007.

Mr RL Lazare (55)

BA, HED, DPLR, SMP

Executive Vice President

Robbie Lazare joined Anglo American Gold and Uranium Division in 1982, working in a variety of management

posts until 1999 when he was appointed General Manager of TauTona. In December 2004, he was appointed an Executive Officer

with responsibility for South African operations and in July 2008, Executive Vice President – Human Resources. From 17 November

2009, Robbie was assigned to lead a strategy review of the South African operations and is now responsible for the South Africa

region.

Mr MP O'Hare (52)

BSc Engineering (Mining)

Executive Vice President – South Africa

Mike O’Hare joined Anglo American in 1977, and has held a number of positions at various gold mining operations within the group.

His roles have included General Manager of Kopanang (1993), Great Noligwa (2003), Head of Mining and Mineral Resource

Management Underground (2006), Vice President: Technical Support (2008), Senior Vice President: Operations and Business

Planning for South Africa (2010), and in 2011, he was appointed Executive Vice President – South Africa.

Mr AM O’Neill (54)

BSc Engineering (Mining), MBA

Executive Vice President – Business and Technical Development

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. His extensive career in mining since 1978 included the roles of

Executive – Operations at Newcrest Mining Limited and Executive General Manager for gold at Western Mining Corporation.

Ms ME Sanz (46)

BCom LLB, H Dip Tax, Admitted Attorney

Group General Counsel

Maria (Ria) Sanz joined AGA in June 2011 having worked in a number of industries and major corporate organisations. She has held

legal roles at Investec Bank, Basil Read, Afrox and Sappi. She was also Group Head of Sustainability at Sappi. She is responsible for

Group legal services as well as compliance and company secretarial functions.

Ms YZ Simelane (46)

BA LLB, FILPA, MAP, EMPM

Senior Vice President – Corporate Affairs

Yedwa Simelane joined AngloGold Ashanti in November 2000 from the Mineworkers' Provident Fund where she was the senior

manager of the Fund. She was appointed an executive officer in May 2004 and Vice President – Government Relations in July 2008.

In November 2009, she was appointed Senior Vice President – Corporate Affairs with responsibility for government relations,

corporate communications, marketing and the sustainability report.

P26

Date

Thursday, 10 May 2012

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 AGM are asked to

proxies are required to provide proof of identity – see

“IDENTIFICATION” on page 2 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 3 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 page 52.

Share registrars

Computershare Investor Services (Proprietary) Limited
Ground Floor, 70 Marshall Street, Johannesburg 2001
(PO Box 61051, Marshalltown 2107)
South Africa

Computershare Investor Services PLC
PO Box 82, The Pavilions, Bridgwater Road
Bristol BS99 7NH, England, 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

Important notes about
the annual general meeting

Smit

Street

e
r
t

r
r

Jeppe

Street

Bree

Street

Wolmarans

Street

Leyds

Street

Smit

Street

uee

idg

Selby

Off-ramp

Village

Trump

President

Street

Market

Street

Commissioner

Street

Fox

Street

Marshall

Street

Anderson

Street

Frederick

Street

Kerk

Street

Pritchard

Street

Nte

mi P

iliso

(We

st)

Main

Street

through

traffic

Dia

l Stre

AngloGold Ashanti Head Office

Smit Street
Off-ramp

AngloGold

Ashanti

Turbine Square

Jan Smuts Ave.

Sauer Street

Simmonds Street

nde

la B

ridg

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

Simmon

ds Stree

Selby/Rissik St

Off-ramp

AngloGold

Ashanti

visitors’ parking

P27

AngloGold Ashanti Notice of Meeting 2011

Notes

P28

Notes

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: AU

ASX:

AGG

GhSE (Shares):

AGA

GhSE (GhDS):

AAD

JSE Sponsor:

UBS

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)

Non-Executive

T T Mboweni

†

(Chairman)

F B Arisman #

R Gasant

†

Ms N P January-Bardill

†

W A Nairn

†

Prof L W Nkuhlu

†

F Ohene-Kena +

S M Pityana

†

R J Ruston~

* British

# American

Indian

~ Australian

†

South African

+ Ghanaian

Officers

Company Secretary: Ms L Eatwell

Investor Relations Contacts:

South Africa

Michael Bedford

Telephone: +27 11 637 6273

Mobile: +27 82 374 8820

E-mail: mbedford@AngloGoldAshanti.com

United States

Stewart Bailey

Telephone: +1-212-836-4303

Mobile: +1-646-717-3978

E-mail: sbailey@AngloGoldAshanti.com

General E-mail enquiries

investors@AngloGoldAshanti.com

AngloGold Ashanti website

http://www.AngloGoldAshanti.com

Company Secretarial E-mail

Companysecretary@AngloGoldAshanti.com

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.

PURE GOLD

www.anglogoldashanti.com

Download the full
Notice of Annual
General Meeting 2011

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: May 10, 2012

By:

/s/ L Eatwell

Name: L EATWELL
Title: Company Secretary