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ANGLOGOLD ASHANTI LIMITED - Section 45 Notice

Release Date: 21/02/2013 07:51
Code(s): ANG     PDF:  
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Section 45 Notice


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

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
NOTICE IN TERMS OF SECTION 45(5)(a) OF THE COMPANIES ACT, NO. 71 OF 2008
(THE “ACT”), OF THE RESOLUTION 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 the Board of the Company
has, on 14 February 2013, authorised the Company to provide financial assistance (as more
fully described below) in terms of section 45 of the Act and pursuant to the authority granted to
the Board by the shareholders in general meeting on 16 November 2011.

The resolution adopted by the Board relates to a guarantee given by the Company to
guarantee performance by AngloGold Ashanti Holdings plc, a wholly owned subsidiary of the
Company, under a US$750 000 000.00 (seven hundred and fifty million United States dollars)
syndicated bridge loan facility agreement to which the Company is party.

The Board has, 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 Company’s Memorandum of Incorporation in
         terms of financial assistance have been satisfied.

For and on behalf of the Board

___________________________
Company Secretary
21 February 2013

The Company is required, in terms of section 45(5) of the Act to notify you, as it hereby does, of any resolution to provide
financial assistance, where the total value of all such proposed assistance (with all other financial assistance granted during
that financial year) may exceed one tenth of 1% (one percent) of the Company’s net worth at the time of the resolution. You
are not required to respond to this notice.


This is a notice required in terms of the Companies Act; shareholders are not required to
respond

Sponsor: UBS South Africa (Pty) Ltd
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