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Notice of annual general meeting

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 register of shareholders in order to participate in and vote at 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.

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 ordinary and special resolutions.