ANGLOGOLD ASHANTI LIMITED - Notification

Notification

AngloGold Ashanti Limited
(Incorporated in the Republic of South Africa \ Reg. No. 1944/017354/06)
ISIN No. ZAE000043485  JSE share code: ANG \ CUSIP: 035128206  NYSE share code: AU
Website: www.anglogoldashanti.com

ANGLOGOLD ASHANTI ISSUES A SECTION 45(5) NOTICE
ANGLOGOLD ASHANTI LIMITED
(the Company)


NOTICE IN TERMS OF SECTION 45(5)(a) OF THE COMPANIES ACT, NO. 71 OF 2008 (THE ACT), OF THE RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF THE COMPANY (THE BOARD), GRANTING FINANCIAL ASSISTANCE AS CONTEMPLATED IN SECTION 45(2) OF THE COMPANIES ACT

Notice is hereby given, in terms of Section 45(5)(a) of the Act, that, pursuant to the authority granted to the Board by the shareholders in general meeting on 16 November 2011:

1. The Board of the Company has, on 16 July 2012, authorised the Company to provide financial assistance (as more fully described below) in terms of section 45 of the Act.

	The resolution adopted by the Board relates to a guarantee given by the Company to guarantee performance by AngloGold Ashanti USA Incorporated and AngloGold Ashanti Holdings plc, each a wholly owned subsidiary of the Company, under a US$1.0 billion syndicated revolving loan facility agreement  (the Agreement) to which the Company is party. 

2. The Board of the Company has, on 24 July 2012, authorised the Company to provide financial assistance (as more fully described below) in terms of section 45 of the Act.

	The resolution adopted by the Board relates to a guarantee given by the Company to guarantee the payment of principal, premium, interest and any additional amounts payable pursuant to the issue of US$750 million 5.125% notes due 2022 by AngloGold Ashanti Holdings plc, a wholly owned subsidiary of the Company.

In each case, the Board, before authorising the Company to provide the financial assistance in terms of section 45 of the Act, satisfied itself that:

* after considering all reasonably foreseeable financial circumstances of the Company, the Company would, immediately after providing the guarantee, satisfy the solvency and liquidity test as set out in Section 4 of the Act; 

* the terms of the transaction are reasonable and fair to the Company; and 

* all relevant provisions contained in the Companys Memorandum of Incorporation in terms of financial assistance have been satisfied.

For and on behalf of the Board


Lynda Eatwell
Company Secretary

26 July 2012

Sponsor: UBS South Africa (Pty) Ltd

This is a notice required in terms of the Act, and shareholders are not required to respond

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