For shareholders

Shareholder information

AngloGold Ashanti Limited (Registration number 1944/017354/06) was incorporated in the Republic of South Africa in 1944 and operates under the South African Companies Act No. 71 of 2008, as amended, with a primary listing on the JSE in South Africa.

COMPANY HISTORY – IN BRIEF

AngloGold Limited was founded in June 1998 with the consolidation of the gold mining interests of Anglo American. The company, AngloGold Ashanti as it is now, was formed in April 2004 following the business combination of AngloGold Limited (AngloGold) with Ashanti Goldfields Company Limited (Ashanti).

STOCK EXCHANGE LISTINGS

AngloGold Ashanti is an independent gold producer with a diverse spread of shareholders comprising the world’s largest financial institutions.

At the end of December 2014, AngloGold Ashanti had 404,010,360 ordinary shares in issue and a market capitalisation of $3.51bn (2013: $4.73bn). As at 19 March 2015, the date of this report, the market capitalisation was $3.80bn.

The primary listing of the company’s ordinary shares is on the JSE in South Africa. Its ordinary shares are also listed on stock exchanges in New York (NYSE), in the form of American Depositary Shares (ADSs), in Australia, in the form of Clearing House Electronic Sub-register System (CHESS) Depositary Interests (CDIs) and in Ghana, in the form of Ghanaian Depositary Shares (GhDSs).

In September 2014, the company delisted from the London Stock Exchange and terminated the related depositary interest programme with effect from 15 October 2014. Any depositary interests held on the company’s UK depositary interest register will be replaced with the equivalent number of fully paid ordinary shares in the company and such holdings will be entered onto the company’s Jersey register.

The Jersey register will remain open for approximately 12 months from the date of delisting. Holders of ordinary shares on the Jersey register will be able to trade their shares on any of the exchanges on which the company is listed until the date of closure of the Jersey register. The most liquid exchanges for the company’s stock are the JSE and the NYSE.

SHAREHOLDER DIARY

Financial year end: 31 December
Suite of 2014 annual reports published: 31 March 2015
Annual general meeting: 6 May 2015

CHANGE OF DETAILS

Shareholders are reminded that the onus is on them to keep the company, through their nominated share registrars, apprised of any change in their postal address and personal particulars. Similarly, where shareholders receive dividend payments electronically (EFT), they should ensure that the banking details which the share registrars and/or CSDPs have on file are correct.

ANNUAL REPORTS

The 2014 suite of annual reports is available on this, the corporate reporting website, www.aga-reports.com.

SHAREHOLDINGS

The top 10 shareholders together own 48.35% of the shares in issue. There are five shareholders with holdings exceeding 5% of the total ordinary issued share capital. A comparison of the top 10 shareholders and their holdings is as follows:

As at 31 December 2014, the top 10 shareholders in AngloGold Ashanti were:
    Number of
shares
held
% of total
shares in
issue
Number of
shares
held
% of total
shares in
issue
    2014 2013  
1 Public Investment Corp. of South Africa 31,854,515 7.88 30,166,288 7.48
2 First Eagle Investment Management LLC 31,746,875 7.86 32,782,600 8.13
3 Investec Asset Management Pty Limited (South Africa) 28,576,916 7.07 35,614,617 8.83
4 Paulson & Co., Inc. 26,205,400 6.49 31,413,135 7.79
5 Van Eck Global 24,759,780 6.13 21,842,177 5.42
6 Dimensional Fund Advisors, Inc. 13,465,261 3.33 9,386,030 2.33
7 The Vanguard Group, Inc. 11,611,514 2.87 10,686,432 2.65
8 BlackRock Fund Advisors 9,792,348 2.42 9,706,291 2.41
9 First State Investment Management (UK) Ltd 8,837,947 2.19 8,139,776 2.02
10 Deutshe Bank AG (Broker) 8,526,235 2.11 0 0

The Bank of New York Mellon, holds 194,944,027 shares being a holding of 48,25% (2013: 185,581,840 shares, a holding of 46,09%), through various custodians in respect of AngloGold Ashanti's American Depositary Shares Programme on the NYSE.

Shareholder spread as at 31 December 2014:
 Class of shareholder Number of
ordinary
shares
held
 % of total
shares in
issue
 Number of
shareholders
 % of
shareholders
Public 397,464,965 98.38 8,470 99.85
Non-public        
Directors 171,745 0.04 12 0.14
Strategic holdings (Government of Ghana) 6,373,650 1.58 1 0.01
Total 404,010,360 100.0 8,483 100.00

PRICE MOVEMENTS AND STOCK EXCHANGE INFORMATION

Share price – NYSE ($/share) [graph]
Stock exchange data:
  High Low Average Volume traded Ave monthly
volume traded
  (R or $/share) (R or $/share) (R or $/share) (000) (000)
JSE          
2013 265.00 114.01 155.22 421,884 35,157
2014 209.52 88.36 152.27 280,288 23,357
NYSE          
2013 31.88 11.14 15.07 799,353 66,613
2014 19.53 7.45 13.90 749,358 62,447
  1. Source: Bloomberg

BEE shareholding

In line with the Mining Charter’s requirement that, by the end of 2014, mining companies should have achieved ownership of 26% by historically disadvantaged South Africans (HDSAs) (also referred to as BEE ownership) in the attributable units of production of a company’s South African assets.

In compliance, AngloGold Ashanti has enabled HDSA ownership of 26.8% of its South African assets, broken down as follows:

Shareholding Context
20.8% ARMGold, this follows on the three transactions involving certain Vaal Reefs shafts, an initial sale of Free State mines followed by a second transaction involving the sale of AngloGold Ashanti’s remaining Free State assets to an ARMGold
4.5% The Bokamoso Employee Share Ownership Plan (ESOP)
1.5% Izingwe Holdings (Pty) Limited (Izingwe)

The level of interest in the South African assets was determined by using the South African proportion of AngloGold Ashanti’s total production at the time of the application for new order mining rights. The transaction date for ARMGold was about May 2004, and for the Bokamoso ESOP and Izingwe the date was December 2006. Both the Bokamoso ESOP and Izingwe were issued E ordinary shares which could be converted into ordinary shares, upon meeting certain terms and conditions. All the E ordinary shares have vested and were cancelled in exchange for ordinary shares in accordance with the amended cancellation formula during the 2014 financial year. As at 31 December 2014, there were no E ordinary shares in issue.

DIVIDEND POLICY

Dividends are proposed by, and approved by the board of directors of AngloGold Ashanti, based on the company’s financial performance. It is to be noted that no dividends have been declared since the first quarter in 2013. AngloGold Ashanti expects to resume paying dividends, although there can be no assurance that dividends will be paid in the future or as to the particular amounts that will be paid from year to year. The payment of future dividends will depend upon the board’s ongoing assessment of AngloGold Ashanti’s earnings, after providing for long-term growth, cash/debt resources, compliance with the solvency and liquidity requirements of the Companies Act the amount of reserves available for a dividend based on the going-concern assessment, and restrictions (if any) placed by the conditions of debt facilities, protection of the investment grade credit rating and other factors.

Withholding tax

On 1 April 2012, the South African government imposed a 15% withholding tax on dividends and other distributions payable to shareholders.

ANNUAL GENERAL MEETING

Shareholders on the South African register who have dematerialised their shares in the company (other than those shareholders whose shareholding is recorded in their own names in the sub-register maintained by their CSDP) and who wish to attend the annual general meeting to be held on 6 May 2015 in person, will need to request their CSDP or broker to provide them with the necessary authority in terms of the custody agreement entered into between them and the CSDP or broker.

Voting rights

The Companies Act provides that if voting is by a show of hands, any person present and entitled to exercise voting rights has one vote, irrespective of the number of voting rights that person would otherwise be entitled to. If voting is taken by way of poll, any shareholder who is present at the meeting, whether in person or by duly appointed proxy, shall have one vote for every share held.

There are no limitations on the right of non-South African shareholders to hold or exercise voting rights attaching to any shares of the company. CDI holders are not entitled to vote in person at meetings, but may vote by way of proxy.

Options granted in terms of the share incentive scheme do not carry rights to vote.

Introduction Glossary