AngloGold Ashanti Limited

(Incorporated in the Republic of South Africa)

Reg. No. 1944/017354/06

ISIN. ZAE000043485 – JSE share code: ANG

CUSIP: 035128206 – NYSE share code: AU

“AngloGold Ashanti”, or the "Company” and together with its subsidiaries, “AngloGold Ashanti Group”

Summary

At the time of AngloGold Ashanti’s formation in 1998 the vast majority of its portfolio and team was located in South Africa. Over time, the Company has diversified geographically with the approvals of the South African Reserve Bank in accordance with South Africa’s  prevailing, and gradually relaxed, Exchange Control Regulations. In 2020, AngloGold Ashanti completed the disposal of its remaining assets in South Africa, including the Mponeng Gold Mine and associated infrastructure. In parallel, the Company has developed a highly talented global workforce with 99% of employees and the majority of members of the Board and Executive Committee now based outside South Africa.

AngloGold Ashanti has also sought to reduce its operational risk, strengthen its balance sheet, improve profitability, increase the size and quality of its mineral inventory and invest in creating attractive pathways to growth. Despite this suite of improvements, AngloGold Ashanti continues to trade at a substantial valuation discount relative to most of its global peers.

The Board remains fully committed to the Company’s strategy and believes that future shareholder value can be enhanced by improving both the fundamentals of the business and better aligning the Company’s corporate and capital markets structure with its evolving portfolio. To support this ambition, the Company undertook a review of its domicile and listing structure, with the objective of determining whether changes in this regard could enhance the execution of the strategy and also facilitate full recognition of the Company’s value.

A wide range of factors were considered in the review including capital markets dynamics such as market depth and breadth, relevant peer group, sell-side research coverage, equity market indexation, as well as existing listings, liquidity, established corporate structures, infrastructure and knowledge, alongside an assessment of regulatory, legal, tax, human resources and execution considerations.

The review concluded that the optimal location for AngloGold Ashanti Group’s primary listing is in the US, with a corporate domicile in the UK which builds on an established corporate infrastructure. This structure, we believe, will result in an efficient legal, regulatory and tax framework for the AngloGold Ashanti Group and shareholders.

The JSE continues to be an important capital market and source of liquidity for the AngloGold Ashanti Group and it is a key priority for the AngloGold Ashanti Group to retain its listings in South Africa, as well as to continue providing key corporate functions from Johannesburg.

3.1 AngloGold Ashanti

AngloGold Ashanti is an independent, global gold mining company with long-life, operating assets with differing ore body types, located in key gold-producing regions around the world, held through a wholly owned subsidiary, AGAH. This includes production from ten operations in seven countries (Argentina, Australia, Brazil, Ghana, Guinea, the DRC and Tanzania) supported by growth projects in Colombia and the United States along with a focused global exploration programme.

The overall aim of AngloGold Ashanti’s strategy is to generate sustained, improved cash flows and returns over the longer term and, in so doing, to create and preserve value for all its stakeholders.

AngloGold Ashanti has five key strategic focus areas which guide decision-making and are aimed at generating increased cash flows, extending mine lives, creating an organic pipeline of economically viable orebodies, and enhancing its licence to operate:

AngloGold Ashanti’s revised Operating Model was designed and introduced to employees towards the end of 2021. It aims to improve efficiency and accountability, while supporting better operating outcomes by:

-	Focusing only on work required to deliver the strategy

The implementation of the new Operating Model was completed during 2022.

3.2 AngloGold Ashanti plc

A private company was incorporated under the UK Companies Act 2006 on 10 February 2023. This company has one ordinary share of $1.00 in issue which is held by AngloGold Ashanti (the “Founder Share”). In due course and prior to the implementation of the Proposed Transaction, AngloGold Ashanti will subscribe for 50,000 non-voting redeemable preference shares of £1 each (“Preference Shares”) in the share capital of this company which will be re-registered as a public company, AngloGold Ashanti plc. It is expected that, save for the subscription proceeds from the issue of its initial share capital and the Preference Shares, immediately prior to the Proposed Transaction AngloGold Ashanti plc will have no other assets and no trading history.

Prior to the implementation of the Proposed Transaction:

Subject to the conditions precedent to the Proposed Transaction being fulfilled or waived, the following inter-conditional steps will occur in the following sequence:

The above steps will be implemented in sequence, but substantially contemporaneously. In connection with the settlement, AngloGold Ashanti plc Shares to be issued pursuant to the Share Allotment and the Scheme will be aggregated. This will mean that for every one AGA Share held immediately prior to implementation of the Proposed Transaction, an AngloGold Ashanti shareholder will receive one AngloGold Ashanti plc Share immediately upon implementation of the Proposed Transaction. This will include the AGA Shares represented by the AngloGold Ashanti American Depository Shares (“AGA ADSs”) with the holders of the AGA ADSs receiving AngloGold Ashanti plc Shares, in the same ratio of one AngloGold Ashanti plc Share for every one AGA ADS held immediately prior to implementation of the Proposed Transaction.

AngloGold Ashanti plc will have sufficient authority to issue as many AngloGold Ashanti plc Shares as may be required to fully settle the consideration payable under the Share Allotment and the Scheme.

AngloGold Ashanti plc Shares will be delivered to all shareholders (other than affiliate shareholders) through the facilities of the Depositary Trust Company.

Following implementation of the Proposed Transaction:

Due to the limited levels of trade in AngloGold Ashanti on the Australian Securities Exchange (“ASX”), it has been decided that AngloGold Ashanti will be delisted from the ASX prior to the implementation of the Proposed Transaction. AngloGold Ashanti plc will not seek a listing on the ASX. AngloGold Ashanti shareholders are referred to the separate announcement to be released on SENS and on the ASX related to the delisting of AngloGold Ashanti from the ASX.

AngloGold Ashanti and AngloGold Ashanti plc have entered into an agreement in relation to the implementation of the Proposed Transaction (“Implementation Agreement”).

AngloGold Ashanti plc executed and delivered to AngloGold Ashanti an offer document in terms of which AngloGold Ashanti plc has made an irrevocable offer to AngloGold Ashanti to acquire AngloGold Ashanti’s entire (100%) interest in AGAH.

	In accordance with the Implementation Agreement, the implementation of the Proposed Transaction is subject to the fulfilment or waiver of the conditions precedent as set out below. These include relevant regulatory clearances and approvals required to implement the Proposed Transaction. Relevant approvals have already been received from the South African Reserve Bank in accordance with the South African Exchange Control Regulations.
	If all conditions precedent are not fulfilled or waived, as the case may be, the Proposed Transaction will not be implemented, and the AngloGold Ashanti shareholders and AGA ADS holders will retain their AGA Shares and AGA ADSs respectively.
	Full details of the conditions precedent will be included in the Circular to AngloGold Ashanti shareholders. All of the outstanding conditions precedent necessary for the implementation of the Proposed Transaction are set out below:

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Such approvals from the JSE as may be required under the JSE Listing Requirements in connection with the Proposed Transaction having been obtained, including the approval of the AngloGold Ashanti plc Pre-Listing Statement (“PLS”) and the admission to listing by way of the secondary listing of all AngloGold Ashanti plc Shares on the main board of the JSE

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A declaration having been made by the U.S. Securities and Exchange Commission (“SEC”) confirming the effectiveness of AngloGold Ashanti plc’s registration statement on Form F-4 and no stop order suspending the effectiveness of such registration statement on Form F-4 being in effect and no proceedings for such purpose being pending before or threatened by the SEC

-	AngloGold Ashanti plc having procured that the AngloGold Ashanti plc Shares are approved for listing on the NYSE, subject only to official notice of issuance

-	To the extent required, any other regulatory approvals, consents or rulings necessary to implement the Proposed Transaction having been obtained

-	AngloGold Ashanti not having received appraisal right demands in respect of AGA Shares, in aggregate, representing more than 3.5% (three and a half percent) of the voting rights attaching to all AGA Shares in issue

-	All the resolutions required to approve the Proposed Transaction having been passed by the requisite majority of AngloGold Ashanti shareholders, including the resolutions required for the AGAH Sale and the Scheme

-	Should the implementation of the AGAH Sale and/or the Scheme be subject to approval by a court in terms of the provisions of section 115(2)(c) of the Companies Act, such approval having been obtained

-	AngloGold Ashanti not having exercised its right to cancel the Implementation Agreement as a result of the occurrence of a material adverse effect as described below.

AngloGold Ashanti may cancel the Implementation Agreement and therefore not implement the Proposed Transaction if an event (including an event relating to taxation) occurs that, in the reasonable opinion of AngloGold Ashanti, (a) relates to the Proposed Transaction and decreases, or could reasonably be expected to decrease, the free cashflow of the AngloGold Ashanti Group or AngloGold Ashanti plc and its subsidiaries from time to time, by at least US$150 million, (b) prevents or impairs or delays (for a period of at least 60 days), or could reasonably be expected to prevent or impair or delay (for a period of at least 60 days), the implementation of the Proposed Transaction or the ability of AngloGold Ashanti or AngloGold Ashanti plc to perform its obligations under the Implementation Agreement, or (c) increases, or could reasonably be expected to increase, the costs of implementing the Proposed Transaction by at least US$150 million.

12 May 2023

Johannesburg

JSE Sponsor:

The Standard Bank of South Africa Limited

Financial Advisors:

Centerview Partners

J.P. Morgan

Rothschild & Co

Legal Advisors:

ENS Africa

Slaughter and May

Independent Expert:

Barclays Bank PLC

 

This communication is not intended to and does not constitute an offer or invitation to buy, exchange or sell nor a solicitation of an offer to buy, exchange or sell any securities or the solicitation of any vote or approval in any jurisdiction in connection with the Proposed Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. An offer of securities in the United States pursuant to a business combination transaction will only be made, as may be required, through a prospectus which is part of an effective registration statement filed with the U.S. Securities and Exchange Commission.

In connection with the Proposed Transaction, a registration statement on Form F-4 under the Securities Act of 1933 will be filed with the Securities and Exchange Commission (the “SEC”). Investors and shareholders are urged to read the registration statement when it becomes available, as well as other documents filed with the SEC, because they will contain important information. You may obtain copies of all documents filed with the SEC regarding the Proposed Transaction and documents incorporated by reference at the SEC’s website at http://www.sec.gov. In addition, the effective registration statement will be made available for free to shareholders.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this press release, other than statements of historical fact, including, without limitation, those concerning the growth prospects and outlook of AngloGold Ashanti’s operations, individually or in the aggregate, including the expected effects of the Proposed Transaction, are forward-looking statements regarding AngloGold Ashanti’s operations, economic performance and financial condition. These forward-looking statements or forecasts involve known and unknown risks, uncertainties and other factors that may cause AngloGold Ashanti’s actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied in these forward-looking statements. Although AngloGold Ashanti believes that the expectations reflected in such forward-looking statements and forecasts are reasonable, no assurance can be given that such expectations will prove to have been correct. Accordingly, results could differ materially from those set out in the forward-looking statements as a result of, among other factors, risks and uncertainties related to the timing of the Proposed Transaction, the possibility that AngloGold Ashanti’s shareholders will not approve the Proposed Transaction, that the Proposed Transaction will not receive other necessary approvals or that the Proposed Transaction is otherwise not completed (whether following the occurrence of a material adverse effect or otherwise), the possibility that the expected benefits from the Proposed Transaction will not be realized or will not be realized within the expected time period, operational disruption due to the Proposed Transaction, the incurrence of unexpected transactional costs or total costs being higher than current estimates, and other business and operational risks and other factors. These factors are not necessarily all of the important factors that could cause AngloGold Ashanti’s actual results to differ materially from those expressed in any forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on future results. Consequently, readers are cautioned not to place undue reliance on forward-looking statements. AngloGold Ashanti undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof 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.