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Results of the shareholders' meeting regarding the reorganisation
AngloGold Ashanti Limited
(Incorporated in the Republic of South Africa)
Registration No. 1944/017354/06
ISIN: ZAE000043485
JSE Share Code: ANG
CUSIP: 035128206
NYSE share code: AU
(“AGA”)
AngloGold Ashanti plc
(Incorporated in England and Wales)
Registration number: 14654651
LEI No.: 2138005YDSA7A82RNU96
ISIN: GB00BRXH2664
CUSIP: G0378L100
NYSE Share code: AU
JSE Share code: ANG
(“NewCo” or the “Company”)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION OR REQUIRE THE COMPANY TO TAKE ANY FURTHER ACTION.
CAPITALISED WORDS AND EXPRESSIONS USED IN THIS ANNOUNCEMENT SHALL, UNLESS
EXPRESSLY DEFINED HEREIN OR INDICATED OTHERWISE BY THE CONTEXT, BEAR THE MEANINGS
GIVEN TO THEM IN THE COMBINED CIRCULAR TO AGA SHAREHOLDERS ISSUED AND DATED
FRIDAY, 7 JULY 2023 (THE “CIRCULAR”).
RESULTS OF THE SHAREHOLDERS’ MEETING REGARDING THE REORGANISATION
1. INTRODUCTION
AGA and NewCo are pleased to confirm that the resolutions necessary to approve the Reorganisation,
which comprises the Spin-off, the AGAH Sale and the Scheme, as referred to in the Disclosure Package
posted on Friday, 7 July 2023, which incorporated a notice convening the Shareholders’ Meeting, were
approved by the requisite majority of AGA Shareholders present in person or represented by proxy at the
Shareholders’ Meeting held entirely by way of electronic communication on Friday, 18 August 2023 at
2:00 p.m. (South Africa Standard Time).
2. RESULTS OF VOTING AT THE SHAREHOLDERS’ MEETING
The number of AGA Ordinary Shares voted in person or by proxy was 331,859,017 representing 79.08%
of the total issued share capital of AGA. The resolutions proposed at the Shareholders’ Meeting and the
percentage of AGA Ordinary Shares voted for and against each resolution and the total number and
percentage of AGA Ordinary Shares voted, as well as the percentage of AGA Ordinary Shares abstained,
are set out below:
Resolution % of votes % of votes Number of % of shares % of shares
for the against the shares voted2 abstained2
resolution1 resolution1 voted
Special Resolution Number 1:
Approval of the AGAH Sale in
98.87% 1.13% 331,228,066 78.93% 0.15%
terms of Sections 112 and 115 of
the Companies Act
Special Resolution Number 2:
Approval of the Scheme in terms
98.86% 1.14% 331,219,475 78.93% 0.15%
of Sections 114 and 115 of the
Companies Act
Special Resolution Number 3:
Revocation of Special Resolution
Number 1 and Special Resolution
98.86% 1.14% 330,919,272 78.86% 0.22%
Number 2 if the Reorganisation
does not become unconditional or
is not continued
Ordinary Resolution Number 1:
98.84% 1.16% 331,233,650 78.93% 0.15%
Authority granted to directors
Notes
1. The shares voted disclosed as a percentage in relation to the total number of shares voted at the
meeting
2. The shares voted or abstained disclosed as a percentage in relation to the total issued share capital,
being 419,650,575
3. SALIENT DATES AND TIMES
AGA Shareholders are referred to the Circular, wherein the salient dates and times relating to the
Reorganisation are detailed. The implementation of the Reorganisation is still subject to certain customary
Reorganisation Conditions. It is expected that all of the remaining Reorganisation Conditions will have
been fulfilled (or waived) on or before Tuesday, 12 September 2023 at 10:00 a.m. (South Africa Standard
Time), at which time the Finalisation Date announcement is expected to be released on SENS.
These salient dates and times are subject to change since they have been determined based on certain
assumptions, including that no court approval or review of Special Resolution Number 1 and/or Special
Resolution Number 2, approving the implementation of the AGAH Sale and the Scheme, respectively, will
be required. AGA Shareholders will be notified of any amendments to these salient dates and times on
SENS.
4. RESPONSIBILITY STATEMENTS
4.1 AGA Board responsibility statement
The members of the AGA Board collectively and individually accept full responsibility for the accuracy of
the information contained in this announcement (but only insofar as it relates to AGA and only to the
extent that they are required in terms of law and the JSE Listings Requirements to accept such
responsibility) and confirm that to the best of their knowledge and belief, the information set out herein is
true and this announcement does not omit anything likely to affect the importance of the information
included.
4.2 NewCo responsibility statement
The directors of NewCo, being Alberto Calderon and Robert Hayes, collectively and individually accept
full responsibility for the accuracy of the information contained in this announcement (but only insofar as
it relates to NewCo and only to the extent that they are required in terms of law and the
JSE Listings Requirements to accept such responsibility) and confirm that to the best of their knowledge
and belief, the information set out herein is true and this announcement does not omit anything likely to
affect the importance of the information included.
18 August 2023
Johannesburg
JSE Sponsor:
The Standard Bank of South Africa Limited
Transaction Sponsor:
J.P. Morgan Equities South Africa (Pty) Ltd
Financial Advisers:
Centerview Partners
J.P. Morgan
Rothschild & Co
Legal Advisers:
Cravath, Swaine & Moore LLP
ENSafrica
Slaughter and May
Legal adviser as to South African Tax Law:
Bowman Gilfillan Inc
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this announcement other than statements of historical fact, including, without
limitation, those concerning the implementation of the Reorganisation, are forward-looking statements
regarding AGA’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 AGA’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 AGA 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 Reorganisation and the possibility that the Reorganisation is not completed (whether
following the occurrence of a material adverse effect or otherwise). Consequently, readers are cautioned not
to place undue reliance on forward-looking statements. AGA 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 AGA or any person acting on its behalf
are qualified by the cautionary statements herein.
Date: 18-08-2023 05:07:00
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