F-3ASR

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TABLE OF CONTENTS

As filed with the Securities and Exchange Commission on July 17, 2012

Registration Statement No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

AngloGold Ashanti Limited
(Exact Name of Registrant as Specified in its Charter)
The Republic of South Africa
(State or Other Jurisdiction of Incorporation or
Organization)
Not Applicable
(I.R.S. Employer Identification Number)
76 Jeppe Street
Newtown, Johannesburg, 2001
(PO Box 62117, Marshalltown, 2107)
South Africa
Tel: +27 (0)11 637-6000
(Address and Telephone Number of Registrant's
Principal Executive Offices)

AngloGold Ashanti Holdings plc
(Exact Name of Registrant as Specified in its Charter)
The Isle of Man
(State or Other Jurisdiction of Incorporation or
Organization)
Not Applicable
(I.R.S. Employer Identification Number)
1st Floor, Atlantic House
4-8 Circular Road
Douglas, Isle of Man, IM1 1AG
Tel: +44 (1624) 697 280
(Address and Telephone Number of Registrant's
Principal Executive Offices)

AngloGold Ashanti Holdings Finance plc
(Exact Name of Registrant as Specified in its Charter)
The Isle of Man
(State or Other Jurisdiction of Incorporation or
Organization)
Not Applicable
(I.R.S. Employer Identification Number)
1st Floor, Atlantic House
4-8 Circular Road
Douglas, Isle of Man, IM1 1AG
Tel: +44 (1624) 697 280
(Address and Telephone Number of Registrant's
Principal Executive Offices)

AngloGold Ashanti North America Inc.
7400 East Orchard Road, Suite 350
Greenwood Village, CO 80111
Tel: +1 (303) 889-0700

on and after October 1, 2012:

AngloGold Ashanti North America Inc.
6300 South Syracuse Way, Suite 500
Centennial, CO 80111
Tel: +1 (303) 889-0700

(Name, Address and Telephone Number of Agent for Service)

Copies to:

George Stephanakis
Cravath, Swaine & Moore LLP
CityPoint, One Ropemaker Street
London EC2Y 9HR, United Kingdom
Tel: +44 (0)20 7453-1000

Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective.

            If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

            If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. ý

            If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

            If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

            If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ý

            If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered/Proposed maximum offering price per unit/Proposed maximum aggregate offering price	Amount of registration fee
Debt Securities(1) and Guarantees(2)	(5)	(6)
AngloGold Ashanti Limited Ordinary Shares, par value 25 South African cents(3)	(5)	(6)
Warrants and Rights to Purchase Ordinary Shares of AngloGold Ashanti Limited(4)	(5)	(6)

(1)

There is being registered hereunder an indeterminate principal amount of AngloGold Ashanti Limited debt securities and, separately, guaranteed debt securities of each of AngloGold Ashanti Holdings plc and AngloGold Ashanti Holdings Finance plc and the related respective guarantees thereof by AngloGold Ashanti Limited, each as may be issued from time to time at indeterminate prices.

(2)

AngloGold Ashanti Limited will fully and unconditionally guarantee any debt securities issued by AngloGold Ashanti Holdings plc or AngloGold Ashanti Holdings Finance plc under a guarantee of the payment of principal of, and any premium, interest and "additional amounts" on such debt securities when due, whether at maturity or otherwise. No separate consideration will be received for the guarantees.

(3)

There is being registered hereunder an indeterminate principal amount of AngloGold Ashanti Limited ordinary shares, par value 25 South African cents. The ordinary shares may be represented by American Depositary Shares. Unless expressly stated otherwise in the applicable prospectus supplement, each American Depositary Share will represent one ordinary share. American Depositary Receipts evidencing American Depositary Shares issuable on deposit of ordinary shares will be registered pursuant to a separate registration statement on Form F-6 (Registration No. 333-159248 and No. 333-133049 or such other registration statements on Form F-6 as AngloGold Ashanti Limited may file from time to time).

(4)

There is being registered hereby such indeterminate number of warrants and rights as may be issued at indeterminate prices. Such warrants and rights may be exercised to purchase ordinary shares of AngloGold Ashanti Limited.

(5)

An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares.

(6)

In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the Registrants are deferring payment of all of the registration fee. Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no separate fee for the guarantees is payable.

PROSPECTUS

AngloGold Ashanti Limited
(Registration No. 1944/017354/06)

Ordinary Shares, par value 25 South African cents,
in the form of Ordinary Shares or American Depositary Shares
Debt Securities
Warrants to Purchase Ordinary Shares
Rights to Purchase Ordinary Shares

AngloGold Ashanti Holdings plc

Guaranteed Debt Securities

AngloGold Ashanti Holdings Finance plc

Guaranteed Debt Securities

        We will provide the specific terms of the securities that may be offered, and the manner in which they are being offered, in one or more supplements to this prospectus. Any supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, together with the additional information described under the heading "Where You Can Find More Information", before investing in our securities. The amount and price of the offered securities will be determined at the time of the offering. This prospectus may be used by a selling securityholder to sell securities from time to time.

        Our American depositary shares, or ADSs, each representing one ordinary share, are listed on the New York Stock Exchange under the symbol "AU". Our ordinary shares are listed on the JSE Limited under the symbol "ANG", the London Stock Exchange under the symbol "AGD", the Australian Stock Exchange in the form of CHESS depositary interests under the symbol "AGG", each representing one-fifth of an ordinary share, the Ghana Stock Exchange under the symbol "AGA", and in the form of Ghanaian Depositary Shares listed on the Ghana Stock Exchange under the symbol "AADS", each representing one-hundredth of an ordinary share.

Investing in these securities involves risks that are described in the "Risk Factors" section contained in the applicable prospectus supplement and may be described in certain of the documents we incorporate by reference in this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is July 17, 2012

TABLE OF CONTENTS

About This Prospectus	2
Where You Can Find More Information	2
Forward-Looking Statements	3
Enforceability of Certain Civil Liabilities	4
AngloGold Ashanti Limited	5
AngloGold Ashanti Holdings plc	5
AngloGold Ashanti Holdings Finance plc	5
Risk Factors	6
Ratio of Earnings to Fixed Charges	6
Reasons for the Offering and Use of Proceeds	6
Selected Financial Data	7
Prospectus Supplement	8
South African Reserve Bank Approval	8
Description of Share Capital	8
Description of ADSs	8
Description of Debt Securities	9
Description of Warrants	27
Description of Rights to Purchase Ordinary Shares	28
Taxation	29
Plan of Distribution	29
Legal Matters	30
Experts	31

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ABOUT THIS PROSPECTUS

        This prospectus is part of a registration statement on Form F-3 that we filed on July 17, 2012 with the Securities and Exchange Commission (the "SEC"), using a shelf registration process. Under this shelf registration process, we may offer and sell any combination of the securities described in this prospectus in one or more offerings. Each time we sell securities we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus.

        Unless the context otherwise requires, and except as used in "Description of Debt Securities" (where such terms have the meanings given in that section), in this prospectus the terms the "Company", "we", "us" and "our" refer to AngloGold Ashanti Limited and its consolidated subsidiaries.

WHERE YOU CAN FIND MORE INFORMATION

        We file periodic reports and other information with the SEC. The SEC maintains a website (http://www.sec.gov) on which our annual and other reports are made available. You may also read and copy any document we file at the SEC's public reference room at 100 F Street, N.E., Washington D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. You may also read and copy these documents at the offices of the New York Stock Exchange, 11 Wall Street, New York, New York 10005.

        The SEC allows us to "incorporate by reference" the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents, which are considered part of this prospectus. Information that we file with the SEC in the future and incorporate by reference will automatically update and supersede the previously filed information. We incorporate by reference the documents listed below:

•

Our annual report on Form 20-F for the year ended December 31, 2011 filed with the SEC on April 23, 2012 (our "Form 20-F"); and

•

Our Form 6-K filed with the SEC on June 27, 2012 containing unaudited condensed consolidated financial information as of March 31, 2012 and December 31, 2011 and for each of the three-month periods ended March 31, 2012 and 2011, prepared in accordance with U.S. GAAP, and related management's discussion and analysis of financial condition and results of operations.

        We also incorporate by reference in this prospectus all subsequent annual reports filed with the SEC on Form 20-F under the Securities Exchange Act of 1934 and those of our reports submitted to the SEC on Form 6-K that we specifically identify in such form as being incorporated by reference in this prospectus after the date hereof and prior to the completion of an offering of securities under this prospectus.

        As you read the above documents, this prospectus and any prospectus supplement, you may find inconsistencies in information from one document to another. If you find inconsistencies you should rely on the statements made in the most recent document, including this prospectus and any prospectus supplement. All information appearing in this prospectus is qualified in its entirety by the information and financial statements, including the notes thereto, contained in the documents we have incorporated by reference.

        Upon written or oral request, we will provide to any person, at no cost to such person, including any beneficial owner to whom a copy of this prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in this prospectus but not delivered with this

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prospectus. You may make such a request by writing or telephoning us at the following address or telephone number:

AngloGold Ashanti North America Inc.
7400 East Orchard Road
Suite 350
Greenwood Village, CO 80111
Telephone: +1 (303) 889-0700
Fax: +1 (303) 889 0707
E-mail: WChancellor@AngloGoldAshantiNA.com

on and after October 1, 2012:

AngloGold Ashanti North America Inc.
6300 South Syracuse Way
Suite 500
Centennial, CO 80111
Telephone: +1 (303) 889-0700
Fax: +1 (303) 889 0707
E-mail: WChancellor@AngloGoldAshantiNA.com

        When acquiring any securities discussed in this prospectus, you should rely only on the information contained or incorporated by reference in this prospectus, any prospectus supplement and any "free writing prospectus" that we authorize to be delivered to you. Neither we, nor any underwriters or agents, have authorized anyone to provide you with different information. We are not offering the securities in any jurisdiction in which an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation.

        You should not assume that the information in this prospectus, any prospectus supplement or any document incorporated by reference is accurate or complete at any date other than the date mentioned on the cover page of those documents.

FORWARD-LOOKING STATEMENTS

        Certain statements contained in this document and the documents incorporated by reference herein, other than statements of historical fact, including, without limitation, those concerning the economic outlook for the gold mining industry, expectations regarding gold prices, production, cash costs, return on shareholders' equity, productivity improvements and other operating results, growth prospects and outlook of our operations, individually or in the aggregate, including the completion and commencement of commercial operations of certain of our exploration and production projects and the completion of acquisitions and dispositions, our liquidity, capital resources and capital expenditure, and the outcome and consequences of any potential or pending litigation or regulatory (including tax) proceedings or environmental issues, are forward-looking statements regarding our operations, economic performance and financial condition.

        You should consider any forward looking statements in light of the risks and uncertainties described in the information contained or incorporated by reference in this prospectus. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from the anticipated results, performance or achievements expressed or implied in these forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements 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, changes in economic and market conditions, success of business and operating initiatives, changes in

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the regulatory environment and other government actions, including environmental approvals and actions, fluctuations in gold prices and exchange rates, and business and operational risk management. For a discussion of certain of these and other factors, refer to the information under the heading "Risk Factors". These factors are not necessarily all of the important factors that could cause our actual results to differ materially from those expressed in any forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on future results. Consequently, you are cautioned not to place undue reliance on forward-looking statements.

        Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of the particular statement 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 us or any person acting on our behalf are qualified by the cautionary statements herein.

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

        AngloGold Ashanti Holdings plc and AngloGold Ashanti Holdings Finance plc are incorporated under the laws of the Isle of Man and AngloGold Ashanti Limited is incorporated under the laws of the Republic of South Africa. All of the directors and officers of AngloGold Ashanti Holdings plc and AngloGold Ashanti Holdings Finance plc reside outside the United States and all except one of AngloGold Ashanti Limited's directors, all of AngloGold Ashanti Limited's officers, and the experts named herein, reside outside the United States, principally in South Africa. You may not be able, therefore, to effect service of process within the United States upon those directors and officers with respect to matters arising under the federal securities laws of the United States.

        In addition, substantially all of our, AngloGold Ashanti Holdings plc's and AngloGold Ashanti Holdings Finance plc's respective assets and the assets of our, AngloGold Ashanti Holdings plc's and AngloGold Ashanti Holdings Finance plc's respective directors and officers are located outside the United States. As a result, you may not be able to enforce against us, AngloGold Ashanti Holdings plc or AngloGold Ashanti Holdings Finance plc or any of our or their respective directors and officers judgments obtained in U.S. courts predicated on the civil liability provisions of the federal securities laws of the United States.

        We have been advised by Cains Advocates Limited, our Isle of Man counsel, that there is no statutory procedure in the Isle of Man for the recognition or enforcement of judgments of U.S. courts. However, under Isle of Man common law, a judgment in personam given by a U.S. court may be recognized and enforced by an action for the amount due under it provided that the judgment: (i) is for a debt or definite sum of money (not being a sum payable in respect of taxes or other charges of a like nature or in respect of a fine or other penalty); (ii) is final and conclusive; (iii) was not obtained by fraud; (iv) is not one whose enforcement would be contrary to public policy in the Isle of Man; and (v) was not obtained in proceedings which were opposed to natural justice in the Isle of Man.

        Based on the foregoing, we have been advised by our counsel in the Isle of Man that there is no certainty as to the enforceability in the Isle of Man, either in original actions or in actions for enforcement of judgments of U.S. courts, of liabilities predicated upon the civil liability provisions of the U.S. federal securities laws.

        We have been advised by Edward Nathan Sonnenbergs, our South African counsel, that there are additional factors to be considered under South African law in respect of the enforceability in South Africa (in original actions or in actions for enforcement of judgments of U.S. courts) of liabilities predicated on the U.S. federal securities laws. These additional factors include, but are not necessarily limited to, (i) South African public policy considerations; (ii) South African legislation regulating the applicability and extent of damages and/or penalties that may be payable by a party; (iii) the applicable rules under the relevant South African legislation which regulate the recognition and enforcement of

4

foreign judgments in South Africa; and (iv) the South African courts' inherent jurisdiction to intervene in any matter which such courts may determine warrants the courts' intervention (despite any agreement amongst the parties to (a) have any certificate or document being conclusive proof of any factor, or (b) oust the courts' jurisdiction).

        Based on the foregoing, we have been advised by our counsel in South Africa that there is no certainty as to the enforceability in South Africa (in original actions or in actions for enforcement of judgments of U.S. courts) of liabilities predicated on the U.S. federal securities laws.

ANGLOGOLD ASHANTI LIMITED

        We are a global gold company headquartered in Johannesburg, South Africa, with a portfolio of assets of differing ore body types in key gold producing regions and, based on production levels, we were the third-largest gold producer in the world in 2011. Our 20 operations, which comprise open-pit and underground mines, are located in ten countries (Argentina, Australia, Brazil, Ghana, Guinea, Mali, Namibia, South Africa, Tanzania and the United States), and are supported by extensive exploration activities. We conduct an exploration program, which covers greenfield, brownfield and, more recently, marine exploration, either directly or in collaboration with partners.

        We (formerly AngloGold Limited) (Registration number 1944/017354/06) were incorporated in the Republic of South Africa in 1944 under the name of Vaal Reefs Exploration and Mining Company Limited and we operate under the South African Companies Act 71 of 2008, as amended ("2008 Companies Act"). On April 26, 2004, we acquired the entire issued share capital of Ashanti Goldfields Company Limited and changed our name to AngloGold Ashanti Limited on the same day. Our registered office is located at 76 Jeppe Street, Newtown, Johannesburg, 2001 (P.O. Box 62117, Marshalltown, 2107) South Africa (Telephone +27 11 637-6000). Our general website is at www.anglogoldashanti.com. Information available on our website is not, and shall not be deemed to be, part of or incorporated by reference into this prospectus.

ANGLOGOLD ASHANTI HOLDINGS PLC

        AngloGold Ashanti Holdings plc is a wholly-owned subsidiary of AngloGold Ashanti Limited. The principal activity of AngloGold Ashanti Holdings plc is to act as a holding company for certain of AngloGold Ashanti Limited's operations and assets located outside South Africa.

        AngloGold Ashanti Holdings plc was incorporated on January 10, 1992, as a private limited company under the Isle of Man Companies Acts 1931 to 1986, under the name of S.M.I. Holdings Limited with company number 056961C. On February 2, 2004, S.M.I. Holdings Limited's name was changed to AngloGold Holdings Limited in accordance with the provisions of the Isle of Man Companies Acts 1931 to 1993. On February 6, 2004, AngloGold Holdings Limited was converted to a public company and changed its name to become AngloGold Holdings plc on February 10, 2004. AngloGold Holdings plc's name was changed to AngloGold Ashanti Holdings plc on October 18, 2005. On July 17, 2007, AngloGold Ashanti Holdings plc re-registered in the Isle of Man as a company incorporated and existing under the Isle of Man Companies Act 2006 with company number 001177V. AngloGold Ashanti Holdings plc's registered office is at 1st Floor, Atlantic House, 4-8 Circular Road, Douglas, Isle of Man, IM1 1AG.

ANGLOGOLD ASHANTI HOLDINGS FINANCE PLC

        AngloGold Ashanti Holdings Finance plc is a finance company that is wholly-owned by AngloGold Ashanti Limited. Its business is to issue debt securities to finance the activities of AngloGold Ashanti Limited and its subsidiaries and affiliates. It has no other operations or employees.

        AngloGold Ashanti Holdings Finance plc was incorporated as a limited company under the laws of the Isle of Man on June 4, 2008. It is incorporated under the Isle of Man Companies Act 2006 with

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company number 002740V. AngloGold Ashanti Holdings Finance plc's registered office is at 1^st Floor, Atlantic House, 4-8 Circular Road, Douglas, Isle of Man, IM1 1AG.

RISK FACTORS

        For a description of some of the risks that could materially affect an investment in the securities being offered, you should read the discussion of risk factors in "Item 3.D.: Risk Factors", starting on page 14 in our Form 20-F, and identified in our future filings with the SEC, incorporated herein by reference, and in any supplement to the prospectus in relation to any offering of securities. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business operations.

RATIO OF EARNINGS TO FIXED CHARGES

        Our ratio of earnings to fixed charges for the periods indicated below were as follows:

													Three Months Ended March 31, 2012
	Year Ended December 31,
	2007		2008		2009		2010			2011
(Unaudited)
Ratio of earnings to fixed charges	$ $	(571)m: 85m(1)	$ $	(223)m: 102m(1)	$ $	(674)m: 136m(1)		4.5	x		13.2	x		15.3	x

(1)

In 2007, 2008, and 2009, we had a deficiency of earnings to fixed charges.

        We computed the ratio of earnings to fixed charges by dividing the amount of earnings by the amount of fixed charges. For the purposes of calculating this ratio, and the deficiency, if any, of earnings available to cover fixed charges, we have calculated earnings by adding (i) pre-tax income from continuing operations before income from affiliates, tax and noncontrolling interests; (ii) fixed charges; (iii) amortization of capitalized interest; (iv) distributed income of equity investees (dividends received); and (v) our share of any pre-tax losses of equity investees for which charges from guarantees are included in fixed charges. Interest capitalized, preference security dividend requirements of consolidated subsidiaries, and the noncontrolling interest in pre-tax income of subsidiaries that have not incurred fixed charges were subtracted from the total of the added items to give earnings. For the purposes of calculating the ratio of earnings to fixed charges and the deficiency, if any, of earnings available to cover fixed charges, fixed charges consist of the total of (i) interest expensed; (ii) interest capitalized; (iii) amortized premiums, discounts and capitalized expenses related to indebtedness; (iv) estimates of interest within rental expense; and (v) preference security dividend requirements of consolidated subsidiaries.

REASONS FOR THE OFFERING AND USE OF PROCEEDS

        Except as may be described otherwise in a prospectus supplement, we will add the net proceeds from our sale of the securities under this prospectus to our general funds and will use them for funding any potential future acquisitions, or our working capital, project development or capital expenditure requirements or for our other general corporate purposes. In addition, we may apply the proceeds of such sale to the reduction of our short-term and other indebtedness as may be described in a prospectus supplement.

        AngloGold Ashanti Holdings plc may lend the proceeds from the sale of any guaranteed debt securities offered by it to us or our other subsidiaries to be used for these purposes. AngloGold Ashanti Holdings Finance plc may lend the proceeds from the sale of any guaranteed debt securities offered by it to us or our other subsidiaries to be used for these purposes.

        We may designate a specific allocation of the net proceeds of an offering of securities by us to a specific purpose, if any, at the time of the offering and will describe any allocation in the related prospectus supplement.

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SELECTED FINANCIAL DATA

        Effective January 1, 2012, AngloGold Ashanti Limited adopted the Financial Accounting Standards Board's ("FASB") Accounting Standards update ("ASU") "Presentation of Comprehensive Income". The ASU revised the manner in which entities present comprehensive income in their financial statements to improve the comparability, consistency and transparency of financial reporting and to increase the prominence of items that are recorded in other comprehensive income. The adoption of this pronouncement impacted presentation of our condensed consolidated financial statements as at March 31, 2012 and December 31, 2011 and for the three months ended March 31, 2012 and 2011, which are incorporated by reference herein, and will impact the presentation of our future quarterly and annual consolidated financial information. The following selected financial information presents our statement of comprehensive income for the periods presented.

Comprehensive Income

	Year ended December 31,
	2011			2010			2009
	(unaudited)
	(in $ millions)
Net income/(loss)		1,475			166			(777	)
Other comprehensive income/(loss) ("OCI") consists of the following:
Translation (loss)/gain		(394	)		234			326
Net loss on cash flow hedges removed from OCI and reported in income, net of tax		—			20			98
Net loss on cash flow hedges, net of tax		—			—			(12	)
Hedge ineffectiveness on cash flow hedges, net of tax		—			—			5
Net(loss)/gain on available-for-sale financial assets arising during the period, net of tax		(81	)		69			72
Reclassification of other-than-temporary impairment on available-for-sale financial assets to Net income during the period, net of tax		1			(51	)		—
Realized loss in earnings on available-for-sale assets, net of tax		21			2			12
Share of equity accounted investments' other comprehensive loss		(1	)		—			—
Other comprehensive income		(454	)		274			501
Total comprehensive income/(loss)		1,021			440			(276	)
Less: comprehensive (loss)/income attributable to noncontrolling interests		(44	)		(59	)		(55	)
Total comprehensive income/(loss) attributable to AngloGold Ashanti		977			381			(331	)

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PROSPECTUS SUPPLEMENT

        This prospectus provides you with a general description of the securities that may be offered. Unless the context otherwise requires, we will refer to the ordinary shares, ADSs, debt securities, guarantees, warrants and rights as the "offered securities". Each time offered securities are sold, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add to, update or change information contained in this prospectus. Accordingly, to the extent inconsistent, information in this prospectus is superseded by the information in the prospectus supplement. You should read both this prospectus and any prospectus supplement, and the documents incorporated by reference in this prospectus and any prospectus supplement, together with the additional information described under the heading "Where You Can Find More Information" carefully before investing in our securities.

        The prospectus supplement to be attached to the front of this prospectus will describe the terms of the offering, including the amount and more detailed terms of offered securities, the initial public offering price, the price paid for the offered securities, net proceeds to us or a selling securityholder, the expenses of the offering, the terms of offers and sales outside of the United States, if any, our capitalization, the nature of the plan of distribution, the terms of any rights offering, including the subscription price for ordinary shares, record date, ex-rights date and exercise period, the other specific terms related to the offering, and any U.S. federal income tax consequences and South African tax considerations applicable to the offered securities.

        For more detail on the terms of the offered securities, you should read the exhibits filed with, or incorporated by reference into, our registration statement on Form F-3, as well as the registration statements on Form F-6 (Registration Nos. 333-133049 and 333-159248) relating to the ADSs.

SOUTH AFRICAN RESERVE BANK APPROVAL

        The issuance of securities under this prospectus may be subject to the approval of the South African Reserve Bank.

DESCRIPTION OF SHARE CAPITAL

        For a description of our share capital, including the rights and obligations attached thereto, please refer to "Item 10.A.: Share Capital" in our Form 20-F, incorporated by reference herein.

DESCRIPTION OF ADSs

        For a description of our ADSs, including the rights and obligations attached thereto, please refer "Item 10.B.: Memorandum and Articles of Association—Description of ADS" of our Form 20-F, incorporated by reference herein, as well as to our registration statements on Form F-6 (Registration Nos. 333-133049 and 333-159248).

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DESCRIPTION OF DEBT SECURITIES

        AngloGold Ashanti Limited, AngloGold Ashanti Holdings plc and AngloGold Ashanti Holdings Finance plc may each issue debt securities in one or more distinct series. Most of the financial terms and other specific terms of any series of debt securities that we offer will be described in a prospectus supplement to be attached to the front of this prospectus. Since the terms of specific debt securities may differ from the general information we have provided below, you should rely on information in the prospectus supplement that contradicts the general information set forth below.

        Except where the context clearly refers to AngloGold Ashanti Holdings plc or AngloGold Ashanti Holdings Finance plc as the issuer of the debt securities and AngloGold Ashanti Limited as the guarantor of those securities, "we", "us" and "our" in this section refers to either AngloGold Ashanti Limited, AngloGold Ashanti Holdings plc or AngloGold Ashanti Holdings Finance plc, whichever is issuing the debt securities at any particular time.

        As required by United States federal law for all bonds and notes of companies that are publicly offered, the debt securities are governed by a document called an "indenture". An indenture is a contract between us and a financial institution acting as trustee on behalf of holders of such bonds or notes. The trustee has two main roles. First, the trustee can enforce the rights of such persons against us if we default. There are some limitations on the extent to which the trustee acts on such persons' behalf, described under "Events of Default" on page 18. Second, the trustee performs certain administrative duties for us.

        AngloGold Ashanti Limited will issue debt securities under an indenture, as supplemented from time to time (the "debt indenture"), to be entered into between AngloGold Ashanti Limited and The Bank of New York Mellon as trustee (the "debt trustee"). AngloGold Ashanti Holdings plc will issue guaranteed debt securities under the indenture dated as of April 28, 2010, as supplemented from time to time (the "AGA Holdings guaranteed debt indenture"), among AngloGold Ashanti Holdings plc, AngloGold Ashanti Limited as guarantor, and The Bank of New York Mellon as trustee (the "AGA Holdings guaranteed debt trustee"). AngloGold Ashanti Holdings Finance plc will issue guaranteed debt securities under the indenture dated as of September 22, 2010, as supplemented from time to time (the "AGA Holdings Finance guaranteed debt indenture" and, together with the AGA Holdings guaranteed debt indenture, the "guaranteed debt indentures"), among AngloGold Ashanti Holdings Finance plc, AngloGold Ashanti Limited as guarantor, and The Bank of New York Mellon as trustee (the "AGA Holdings Finance guaranteed debt trustee").

        The term "trustee" refers to the debt trustee, the AGA Holdings guaranteed debt trustee or the AGA Holdings Finance guaranteed debt trustee, as appropriate. We will refer to the debt indenture, the AGA Holdings guaranteed debt indenture and the AGA Holdings Finance guaranteed debt indenture collectively as the "indentures" and each as an "indenture". The indentures are or will be subject to and governed by the United States Trust Indenture Act of 1939, as amended.

        As this section is a summary, it does not describe every aspect of the debt securities and the indentures. We urge you to read the applicable indenture because it, and not this description, defines the rights of holders of debt securities. For example, in this section, we use capitalized words to signify terms that are specifically defined in the indentures. Some of the definitions are repeated in this prospectus, but for the rest you will need to read the indentures. We have filed the form or a conformed execution copy, as applicable, of each indenture as an exhibit to the registration statement that we have filed with the SEC. See "Where You Can Find More Information" on page 2 for information on how to obtain a copy of the indentures.

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General

        The debt securities offered by this prospectus will not be limited and the indentures will not limit the amount of debt securities that may be issued under them. Each indenture provides that any debt securities proposed to be sold under this prospectus and any attached prospectus supplement and any debt securities issuable upon the exercise of debt warrants or upon conversion or exchange of debt securities, as well as other unsecured debt securities, may be issued under that indenture in one or more series.

        The prospectus supplement, which will accompany this prospectus, will describe the particular series of debt securities being offered including:

•

whether the debt securities are issued by AngloGold Ashanti Limited, AngloGold Ashanti Holdings plc or AngloGold Ashanti Holdings Finance plc;

•

the designation or title of the series of debt securities;

•

the aggregate principal amount of the series of debt securities;

•

the percentage of the principal amount at which the series of debt securities will be offered;

•

the date or dates on which principal will be payable;

•

the rate or rates of interest (which may be either fixed or variable) and/or the method of determining such rate or rates of interest, if any;

•

the date or dates from which any interest will accrue, or the method of determining such date or dates, and the date or dates on which any interest will be payable;

•

the terms for redemption, extension or early repayment, if any;

•

the currencies in which the series of debt securities are issued and payable;

•

the provision for any sinking fund;

•

any provisions modifying the restrictive covenants in the applicable indenture;

•

any provisions modifying the events of default in the applicable indenture;

•

whether the series of debt securities are issuable in certificated form;

•

any provisions modifying the defeasance and covenant defeasance provisions;

•

any special tax implications, including provisions for original issue discount;

•

any provisions for convertibility or exchangeability of the debt securities into or for any other securities;

•

whether the debt securities are subject to subordination and the terms of such subordination;

•

whether the debt securities are guaranteed and the terms and any subordination of such guarantee;

•

the place or places of payment, transfer, conversion and/or exchange of the debt securities;

•

whether and under what circumstances we will pay additional amounts in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem the debt securities rather than pay the additional amounts, and the terms of this option;

•

any provisions granting special rights to the holders of the debt securities, including any provisions requiring us to offer to repurchase debt securities, upon the occurrence of specific events;

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•

the percentages of consolidated net tangible assets applicable to each of (i) the definition of Principal Property, (ii) the limitation on liens and (iii) the limitation on sale and leaseback transactions; and

•

any other terms.

        The debt securities will be the unsecured obligations of the issuer. Unless the debt securities are subject to subordination as specified in the prospectus supplement and related supplemental indenture, debt securities will rank equally with the other unsecured and unsubordinated indebtedness of the issuer. If subordinated, debt securities will be unsecured and subordinated in right of payment to the prior payment in full of all of the unsecured and unsubordinated indebtedness of the issuer, subject to the terms of subordination to be set forth in the prospectus supplement and the supplemental indenture.

        Unless the prospectus supplement states otherwise, principal (and premium, if any) and interest, if any, will be paid by the issuer in immediately available funds.

        For purposes of this prospectus, any reference to the payment of principal of or premium or interest, if any, on debt securities will include additional amounts if required by the terms of the debt securities.

        None of the indentures limits the amount of debt securities that may be issued thereunder from time to time. Debt securities issued under an indenture, when a single trustee is acting for all debt securities issued under that indenture, are called the "securities". Each indenture also provides that there may be more than one trustee, each with respect to one or more different series of securities. See "Resignation of Trustee" on page 23. At a time when two or more trustees are acting under one of the indentures, each with respect to only certain series, the term "securities" means the one or more series of debt securities with respect to which each respective trustee is acting. In the event that there is more than one trustee under one of the indentures, the powers and trust obligations of each trustee described in this prospectus will extend only to those series of securities for which it is trustee. If two or more trustees are acting under one of the indentures, then the securities for which each trustee is acting would be treated as if issued under separate indentures.

        The indentures do not contain any provisions that give you protection in the event we issue a large amount of debt or we are acquired by another entity.

        We refer you to the prospectus supplement for information with respect to any deletions from, modifications of or additions to the Events of Default or our covenants that are described below, including any addition of a covenant or other provision providing event risk or similar protection.

        We have the ability to issue securities with terms different from those of securities previously issued and, without the consent of the holders thereof, to reopen a previous issue of a series of securities and issue additional securities of that series unless the reopening was restricted when that series was created.

Conversion and Exchange

        If any debt securities are convertible into or exchangeable for other securities, the prospectus supplement will explain the terms and conditions of the conversion or exchange, including the conversion price or exchange ratio (or the calculation method), the conversion or exchange period (or how the period will be determined), if conversion or exchange will be mandatory or at the option of the holder or us, provisions for adjusting the conversion price or the exchange ratio and provisions affecting conversion or exchange in the event of the redemption of the underlying debt securities. These terms may also include provisions under which the number or amount of other securities to be

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received by the holders of the debt securities upon conversion or exchange would be calculated according to the market price of the other securities as of a time stated in the prospectus supplement.

Full and Unconditional Guarantee of Debt Securities of AngloGold Ashanti Holdings plc and AngloGold Ashanti Holdings Finance plc

        AngloGold Ashanti Limited will fully and unconditionally guarantee any debt securities issued by AngloGold Ashanti Holdings plc or AngloGold Ashanti Holdings Finance plc under a guarantee of the payment of principal of, and any premium, interest and "additional amounts" on, these debt securities when due, whether at maturity or otherwise. AngloGold Ashanti Limited must obtain the approval of the South African Reserve Bank ("SARB") to provide this guarantee. Therefore, the issuance of guaranteed debt securities by AngloGold Ashanti Holdings plc or AngloGold Ashanti Holdings Finance plc under this prospectus will, in respect of the guarantee granted by AngloGold Ashanti Limited, require the approval of the SARB. Unless the guarantees are subject to subordination as specified in the prospectus supplement and related supplemental indenture, the guarantees will rank equally with other unsecured and unsubordinated indebtedness of AngloGold Ashanti Limited. Because the guarantees determine the ranking of the debt guaranteed by them, guaranteed debt securities issued by AngloGold Ashanti Holdings plc or AngloGold Ashanti Holdings Finance plc will also rank equally with other unsecured and unsubordinated indebtedness of AngloGold Ashanti Limited, unless otherwise specified in the prospectus supplement and related supplemental indenture. For a discussion of the payment of "additional amounts", please see "Payment of Additional Amounts with Respect to the Debt Securities" below. Under the terms of the full and unconditional guarantee, holders of the guaranteed debt securities will not be required to exercise their remedies against AngloGold Ashanti Holdings plc or AngloGold Ashanti Holdings Finance plc, as the case may be, before they proceed directly against AngloGold Ashanti Limited.

Payment of Additional Amounts with Respect to the Debt Securities

        Unless otherwise indicated in the applicable prospectus supplement, we will pay all amounts of principal of, and any premium and interest on, any debt securities, and all payments pursuant to any guarantee shall be made, without deduction or withholding for any taxes, assessments or other charges imposed by the government of South Africa or the Isle of Man or any other jurisdiction where we (and, in the case of guaranteed debt securities, the guarantor) are tax resident or in which we do business, as the case may be, or the government of a jurisdiction in which a successor to any of us, as the case may be, is organized or tax resident ("Taxing Jurisdiction"). If deduction or withholding of any of these charges is required by a Taxing Jurisdiction, we (or the guarantor) will pay any additional amounts necessary to make the net amount paid to the affected holders equal the amount the holders would have received in the absence of the deduction or withholding. However, these "additional amounts" will not include:

•

the amount of any tax, assessment or other governmental charge imposed by any government of any jurisdiction other than a Taxing Jurisdiction (including any unit of the federal or a state government of the United States);

•

the amount of any tax, assessment or other governmental charge that is only payable because either:

–

a type of connection exists between the holder and a Taxing Jurisdiction; or

–

the holder presented the debt security for payment more than 30 days after the date on which the relevant payment becomes due or was provided for, whichever is later;

•

any estate, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or other governmental charge;

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•

the amount of any tax, assessment or other governmental charge that is payable other than by deduction or withholding from a payment on the debt securities;

•

the amount of any tax, assessment or other governmental charge that is imposed or withheld due to the holder or beneficial owner of the debt security failing to accurately comply with a request from us either to provide information concerning the beneficial owner's nationality, residence or identity or make any claim or to satisfy any information or reporting requirement, if the completion of either is required by statute, treaty, regulation or administrative practice of the Taxing Jurisdiction as a precondition to exemption from the applicable governmental charge;

•

any withholding or deduction that is imposed on a payment to an individual and required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN (European Union Economic and Finance Ministers) Counsel Meeting of 26-27 November 2000 or any law implementing or complying with or introduced in order to conform to such Directive; or

•

any combination of the withholdings, taxes, assessments or other governmental charges described above.

        Additionally, additional amounts shall not be paid with respect to any payment to a holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to such additional amounts had it been the holder.

        The prospectus supplement will describe any additional circumstances under which additional amounts will not be paid with respect to guaranteed debt securities.

        References in this prospectus and the prospectus supplement to principal or interest will be deemed to include additional amounts payable with respect thereto.

Optional Tax Redemption

        Unless otherwise indicated in the applicable prospectus supplement, we or the guarantor may redeem each series of guaranteed debt securities at our option in whole but not in part at any time (except in the case of debt securities that have a variable rate of interest, which may be redeemed on any interest payment date), if:

•

we or the guarantor would be required to pay additional amounts, as a result of any change in the tax laws or treaties (including the official application or interpretation thereof) of a Taxing Jurisdiction or, in the case of a treaty, to which a Taxing Jurisdiction is a party that, in the case of any of us, becomes effective on or after the date of issuance of that series (or, in the case of a successor that becomes effective after the date such successor becomes such, or, in the case of assumption by the guarantor, the date of such assumption), as explained above under "Payment of Additional Amounts with Respect to the Debt Securities", or

•

there is a change in the official application or interpretation of a treaty to which a Taxing Jurisdiction is a party, this change is proposed and becomes effective on or after a date on which one of our affiliates borrows money from us, and because of the change this affiliate would be required to deduct or withhold tax on payments to us to enable us to make any payment of principal, premium, if any, or interest.

        In both of these cases, however, we will not be permitted to redeem a series of debt securities if we can avoid either the payment of additional amounts, or deductions or withholding, as the case may be, by using reasonable measures available to us.

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        Except in the case of outstanding original issue discount debt securities, which may be redeemed at the redemption price specified by the terms of that series of debt securities, the redemption price will be equal to the principal amount plus accrued interest to the date of redemption.

Additional Mechanics

        We may issue the debt securities in registered form, in which case we may issue them either in book-entry form only or in "certificated" form. Debt securities issued in book-entry form will be represented by global securities. We expect that we will usually issue debt securities in book-entry form only represented by global securities.

        Subject to receiving the prior approval from the South African Reserve Bank authorizing us to issue bearer securities, we also will have the option of issuing debt securities in non-registered form as bearer securities if we issue the securities outside the United States to non-U.S. persons. In that case, the prospectus supplement will set forth selling and other restrictions applicable to the offer and purchase of such debt securities and the mechanics for holding the bearer securities, including the procedures for receiving payments, for exchanging the bearer securities for registered securities of the same series, and for receiving notices. The prospectus supplement will also describe the requirements with respect to our maintenance of offices or agencies outside the United States and the applicable U.S. tax law requirements.

Holders of Registered Debt Securities

        Book-Entry Holders.    We will issue registered debt securities in book-entry form only, unless we specify otherwise in our applicable prospectus supplement. This means debt securities will be represented by one or more global securities registered in the name of a depositary that will hold them on behalf of financial institutions that participate in the depositary's book-entry system. These participating institutions, in turn, hold beneficial interests in the debt securities held by the depositary or its nominee. These institutions may hold these interests on behalf of themselves or customers.

        Under each indenture, only the person in whose name a debt security is registered is recognized as the holder of that debt security. Consequently, for debt securities issued in global form, we will recognize only the depositary as the holder of the debt securities and we will make all payments on the debt securities to the depositary. The depositary will then pass along the payments it receives to its participants, which in turn will pass the payments along to their customers who are the beneficial owners. The depositary and its participants do so under agreements they have made with one another or with their customers; they are not obligated to do so under the terms of the debt securities.

        As a result, investors will not own debt securities directly. Instead, they will own beneficial interests in a global security, through a bank, broker or other financial institution that participates in the depositary's book-entry system or holds an interest through a participant. As long as the debt securities are issued in global form, investors will be indirect holders, and not holders, of the debt securities.

        Street Name Holders.    In the future, we may issue debt securities in certificated form or terminate a global security. In these cases, investors may choose to hold their debt securities in their own names or in "street name". Debt securities held in street name are registered in the name of a bank, broker or other financial institution chosen by the investor, and the investor holds a beneficial interest in those debt securities through the account he or she maintains at that institution.

        For our debt securities held in street name, we will recognize only the intermediary banks, brokers and other financial institutions in whose names the debt securities are registered as the holders of those debt securities and we will make all payments on those debt securities to them. These institutions will pass along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required to do so.

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Investors who hold debt securities in street name will be indirect holders, and not holders, of the debt securities.

        Legal Holders.    Our obligations, as well as the obligations of the applicable trustee and those of any third parties employed by us or the applicable trustee, run only to the legal holders of the debt securities. We do not have obligations to investors who hold beneficial interests in global securities, in street name or by any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a debt security or has no choice because we are issuing the debt securities only in global form.

        For example, once we make a payment or give a notice to the holder, we have no further responsibility for the payment or notice even if that holder is required, under agreements with depositary participants or customers or by law, to pass it along to the indirect holders but does not do so. Similarly, if we want to obtain the approval of the holders for any purpose (for example, to amend an indenture or to relieve us of the consequences of a default or of our obligation to comply with a particular provision of an indenture), we would seek the approval only from the holders, and not the indirect holders, of the debt securities. Whether and how the holders contact the indirect holders is up to the holders.

        When we refer to you, we mean those who invest in the debt securities being offered by this prospectus, whether they are the holders or only indirect holders of those debt securities. When we refer to your debt securities, we mean the debt securities in which you hold a direct or indirect interest.

        Special Considerations for Indirect Holders.    If you hold debt securities through a bank, broker or other financial institution, either in book-entry form or in street name, we urge you to check with that institution to find out:

•

how it handles securities payments and notices;

•

whether it imposes fees or charges;

•

how it would handle a request for the holders' consent, if ever required;

•

whether and how you can instruct it to send you debt securities registered in your own name so you can be a holder, if that is permitted in the future for a particular series of debt securities;

•

how it would exercise rights under the debt securities if there were a default or other event triggering the need for holders to act to protect their interests; and

•

if the debt securities are in book-entry form, how the depositary's rules and procedures will affect these matters.

Global Securities

What is a Global Security? As noted above, we usually will issue debt securities as registered securities in book-entry form only. A global security represents one or any other number of individual debt securities. Generally, all debt securities represented by the same global securities will have the same terms.

        Each debt security that we issue in book-entry form will be represented by a global security that we deposit with and register in the name of a financial institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary. Unless we specify otherwise in the applicable prospectus supplement, The Depository Trust Company, New York, New York, known as DTC, will be the depositary for all debt securities issued in book-entry form.

        A global security may not be transferred to or registered in the name of anyone other than the depositary or its nominee, unless special termination situations arise. We describe those situations

15

below under "Special Situations when a Global Security Will Be Terminated". As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and holder of all debt securities represented by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary or with another institution that has an account with the depositary. Thus, an investor whose security is represented by a global security will not be a holder of the debt security, but only an indirect holder of a beneficial interest in the global security.

        Special Considerations for Global Securities.    As an indirect holder, an investor's rights relating to a global security will be governed by the account rules of the investor's financial institution and of the depositary, as well as general laws relating to securities transfers. The depositary that holds the global security will be considered the holder of the debt securities represented by the global security.

        If debt securities are issued only in the form of a global security, an investor should be aware of the following:

•

An investor cannot cause the debt securities to be registered in his or her name, and cannot obtain non-global certificates for his or her interest in the debt securities, except in the special situations we describe below.

•

An investor will be an indirect holder and must look to his or her own bank or broker for payments on the debt securities and protection of his or her legal rights relating to the debt securities, as we describe under "Holders of Registered Debt Securities" above.

•

An investor may not be able to sell interests in the debt securities to some insurance companies and other institutions that are not permitted by law to own securities in book-entry form.

•

An investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing the debt securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective.

•

The depositary's policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor's interest in a global security. We and the trustee have no responsibility for any aspect of the depositary's actions or for its records of ownership interests in a global security. We and the trustee also do not supervise the depositary in any way.

•

The depositary requires that those who purchase and sell interests in a global security deposited in its book-entry system use immediately available funds. Your broker or bank may also require you to use immediately available funds when purchasing or selling interests in a global security.

•

Financial institutions that participate in the depositary's book-entry system, and through which an investor holds its interest in a global security, may also have their own policies affecting payments, notices and other matters relating to the debt security. There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries.

        Special Situations when a Global Security Will Be Terminated.    In a few special situations described below, a global security will be terminated and interests in it will be exchanged for certificates in non-global form (certificated securities). After that exchange, the choice of whether to hold the certificated debt securities directly or in street name will be up to the investor. Investors must consult their own banks or brokers to find out how to have their interests in a global security transferred on termination to their own names, so that they will be holders. We have described the rights of holders and street name investors under "Holders of Registered Debt Securities" above.

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        The special situations for termination of a global security are as follows:

•

if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security, and we do not appoint another institution to act as depositary within 120 days;

•

if we notify the trustee that we wish to terminate that global security;

•

if an Event of Default has occurred with regard to the debt securities represented by that global security and has not been cured or waived; or

•

if any other condition specified in our prospectus supplement occurs.

        The prospectus supplement may list situations for terminating a global security that would apply only to the particular series of debt securities covered by the prospectus supplement. If a global security is terminated, only the depositary, and not we or the applicable trustee, is responsible for deciding the names of the institutions in whose names the debt securities represented by the global security will be registered and, therefore, who will be the direct holders of those debt securities.

Payment and Paying Agents

        We will pay interest to the person listed in the applicable registrar's records as the owner of the debt security at the close of business on a particular day in advance of each due date for interest, even if that person no longer owns the debt security on the interest due date. That day, usually about two weeks in advance of the interest due date, is called the "regular record date". Because we will pay all the interest for an interest period to the holders on the regular record date, holders buying and selling debt securities must work out between themselves the appropriate purchase price. The most common manner is to adjust the sales price of the debt securities to prorate interest fairly between buyer and seller based on their respective ownership periods within the particular interest period. This prorated interest amount is called "accrued interest".

        Payments on Global Securities.    We will make payments on a global security in accordance with the applicable policies of the depositary as in effect from time to time. Under those policies, we will make payments directly to the depositary, or its nominee, and not to any indirect holders who own beneficial interests in the global security. An indirect holder's right to those payments will be governed by the rules and practices of the depositary and its participants, as described under "Global Securities—What Is a Global Security?"

        Payments on Certificated Securities.    We will make payments on a debt security in non-global certificated form as follows. We will pay interest that is due on an interest payment date by check mailed on the interest payment date to the holder at his or her address shown on the trustee's records as of the close of business on the regular record date. We will make all payments of principal and premium, if any, by check at the office of the applicable trustee in New York and/or at other offices that may be specified in the prospectus supplement or in a notice to holders, against surrender of the debt security. All payments by check will be made in next-day funds, that is funds that become available on the day after the check is cashed.

        Alternatively, if a certificated security has a face amount of at least $10,000,000 and the holder asks us to do so, we will pay any amount that becomes due on the debt security by wire transfer of immediately available funds to an account at a bank in New York, on the due date. To request payment by wire, the holder must give the applicable trustee or other paying agent appropriate transfer instructions at least 15 business days before the requested wire payment is due. In the case of any interest payment due on an interest payment date, the instructions must be given by the person who is the holder on the relevant regular record date. Any wire instructions, once properly given, will remain in effect unless and until new instructions are given in the manner described above.

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        Payment when Offices Are Closed.    If any payment is due on a debt security on a day that is not a business day, we will make the payment on the next day that is a business day. Payments postponed to the next business day in this situation will be treated under the indentures as if they were made on the original due date. A postponement of this kind will not result in a default under any debt security or indenture, and no interest will accrue on the postponed amount from the original due date to the next day that is a business day.

        BOOK-ENTRY AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS FOR INFORMATION ON HOW THEY WILL RECEIVE PAYMENTS ON THEIR DEBT SECURITIES.

Events of Default

        You will have special rights if an Event of Default occurs in respect of the debt securities of your series and is not cured, as described later in this subsection.

What Is an Event of Default? Unless we specify otherwise in the applicable prospectus supplement, the term "Event of Default" in respect of the debt securities of your series means any of the following:

•

failure to pay the principal of, or any premium on, a debt security of that series on its due date;

•

failure to pay interest or additional amounts on a debt security of that series within 30 days of its due date;

•

failure to deposit any sinking fund payment in respect of debt securities of that series on its due date;

•

we (or, in the case of guaranteed debt securities, we or the guarantor) remain in breach of a covenant in respect of debt securities of that series for 60 days after we receive a written notice of default stating we are in breach. The notice must be sent by either the trustee or holders of at least 25 percent of the principal amount of debt securities of that series;

•

we (or, in the case of guaranteed debt securities, we or the guarantor) file for bankruptcy or certain other events of bankruptcy, insolvency or reorganization occur; or

•

any other Event of Default in respect of debt securities of that series described in the prospectus supplement occurs.

        An Event of Default for a particular series of debt securities does not necessarily constitute an Event of Default for any other series of debt securities issued under the same or any other indenture. The trustee may withhold notice to the holders of debt securities of any default, except in the payment of principal or interest, if it considers the withholding of notice to be in the interests of the holders of the affected series.

        Remedies if an Event of Default Occurs.    Unless we specify otherwise in the applicable prospectus supplement, if an Event of Default has occurred and has not been cured, the trustee or the holders of at least 25 percent in principal amount of the debt securities of the affected series may declare the entire principal amount of all the debt securities of that series to be due and immediately payable. This is called a declaration of acceleration of maturity. A declaration of acceleration of maturity may be canceled by the holders of at least a majority in principal amount of the debt securities of the affected series.

        Except in cases of default, where the trustee has some special duties, the trustee is not required to take any action under the applicable indenture at the request of any holders unless the holders offer the trustee protection from expenses and liability (called an "indemnity") satisfactory to the trustee. If indemnity reasonably satisfactory to the trustee is provided, the holders of a majority in principal amount of the outstanding debt securities of the relevant series may direct the time, method and place

18

of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. The trustee may refuse to follow those directions in certain circumstances. No delay or omission in exercising any right or remedy will be treated as a waiver of that right, remedy or Event of Default.

        Unless we specify otherwise in the applicable prospectus supplement, before you are allowed to bypass the trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to the debt securities, the following must occur:

•

you must give your trustee written notice that an Event of Default has occurred and remains uncured;

•

the holders of at least 25 percent in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default and must offer indemnity to the trustee reasonably satisfactory to the trustee against the cost and other liabilities of taking that action;

•

the trustee must not have taken action for 60 days after receipt of the above notice and offer of indemnity; and

•

the holders of a majority in principal amount of the debt securities of the relevant series must not have given the trustee a direction inconsistent with the above notice.

        However, you are entitled at any time to bring a lawsuit for the payment of money due on your debt securities on or after the due date.

        Unless we specify otherwise in the applicable prospectus supplement, holders of a majority in principal amount of the debt securities of the affected series may waive any past defaults other than:

•

the payment of principal, any premium or interest; and

•

in respect of a covenant that cannot be modified or amended without the consent of each holder.

        BOOK-ENTRY AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS FOR INFORMATION ON HOW TO GIVE NOTICE OR DIRECTION TO OR MAKE A REQUEST OF THE TRUSTEE AND HOW TO DECLARE OR CANCEL AN ACCELERATION.

        Each year, we (and, in the case of guaranteed debt securities, the guarantor) will furnish to the applicable trustee a written statement of certain of our officers certifying that to their knowledge we are in compliance with the applicable indenture and the debt securities, or else specifying any default.

Merger or Consolidation

        Under the terms of the indentures, we (and, in the case of guaranteed debt securities, the guarantor) are generally permitted to consolidate or merge with another entity. We are also permitted to sell all or substantially all of our assets to another entity. However, we may not take any of these actions unless all the following conditions are met:

•

where we merge out of existence or sell our assets, the resulting entity must agree to be legally responsible for the debt securities;

•

immediately after giving effect to the merger or sale of assets, no default on the debt securities shall have occurred and be continuing. For purposes of this no-default test, a default would include an Event of Default that has occurred and has not been cured, as described on page 18 under "Events of Default—What Is an Event of Default?". A default for this purpose would also include any event that would be an Event of Default if the requirements for giving us a notice of default or our default having to exist for a specific period of time were disregarded;

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•

we must deliver certain certificates and documents to the trustee; and

•

we must satisfy any other requirements specified in the prospectus supplement relating to a particular series of debt securities.

Modification or Waiver

        There are three types of changes we can make to any of the indentures and the debt securities issued under the indentures.

        Changes Requiring Your Approval.    First, there are changes that we cannot make to your debt securities without your specific approval. Following is a list of those types of changes unless we specify otherwise in the applicable prospectus supplement:

•

change the stated maturity of the principal of (or premium, if any) or interest on a debt security;

•

reduce any amounts due on a debt security;

•

reduce the amount of principal payable upon acceleration of the maturity of a security following a default;

•

adversely affect any right of repayment at the holder's option;

•

change the place or currency of payment on a debt security;

•

impair your right to sue for payment;

•

adversely affect any right to convert or exchange a debt security in accordance with its terms;

•

reduce the percentage in principal amount of holders of debt securities whose consent is needed to modify or amend the applicable indenture;

•

reduce the percentage in principal amount of holders of debt securities whose consent is needed to waive compliance with certain provisions of the applicable indenture or to waive certain defaults under the applicable indenture;

•

modify any other aspect of the provisions of the applicable indenture dealing with modification and waiver of past defaults, changes to the quorum or voting requirements or the waiver of certain covenants; and

•

change any obligation to pay additional amounts, as explained above under "Payment of Additional Amounts with Respect to the Debt Securities".

        Changes Not Requiring Approval.    The second type of change does not require any vote by the holders of the debt securities. This type is limited to clarifications and certain other changes that would not adversely affect holders of the outstanding debt securities in any material respect. We also do not need any approval to make any change that affects only debt securities to be issued under any of the indentures after the change takes effect.

        Changes Requiring Majority Approval.    Any other change to any of the indentures or the debt securities would require the following approval unless we specify otherwise in the applicable prospectus supplement:

•

if the change affects only one series of debt securities, it must be approved by the holders of a majority in principal amount of that series;

•

if the change affects more than one series of debt securities issued under the same indenture, it must be approved by the holders of a majority in principal amount of all of the series affected by the change, with all affected series voting together as one class for this purpose.

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        In each case, any resolution passed or decision taken at any meeting of the holders of a series of debt securities must be in writing.

        The holders of a majority in principal amount of any series of debt securities issued under an indenture may waive our (and, in the case of guaranteed debt securities, the guarantor's) compliance with some of our covenants in that indenture. In the case of debt securities issued under the AGA Holdings Finance guaranteed debt indenture, the holders of all series of such debt securities vote together as a single class for this purpose. However, we cannot obtain a waiver of a payment default or of any of the matters covered by the bullet points included above under "Changes Requiring Your Approval".

        Further Details Concerning Voting.    We will generally be entitled to set any day as a record date for the purpose of determining the holders of outstanding securities that are entitled to vote or take other action under the indentures. If we set a record date for a vote or other action to be taken by holders of one or more series, that vote or action may be taken only by persons who are holders of outstanding securities of those series on the record date, and the vote or other action must be taken within eleven months following the record date. Unless otherwise specified in the applicable prospectus supplement or supplemental indenture, the holder of a debt security will be entitled to one vote for each $1,000 principal amount of the debt security that is outstanding and held by it. Debt securities will not be considered outstanding, and therefore not eligible to vote, if we have deposited or set aside in trust money for their payment or redemption. Debt securities will also not be eligible to vote if they have been fully defeased as described later under "Defeasance—Full Defeasance".

        BOOK-ENTRY AND OTHER INDIRECT HOLDERS SHOULD CONSULT THEIR BANKS OR BROKERS FOR INFORMATION ON HOW APPROVAL MAY BE GRANTED OR DENIED IF WE SEEK TO CHANGE THE APPLICABLE INDENTURE OR THE DEBT SECURITIES OR REQUEST A WAIVER.

Defeasance

        The following provisions will be applicable to each series of debt securities unless we state otherwise in the applicable prospectus supplement that the provisions of covenant defeasance and full defeasance will not be applicable to that series.

        Covenant Defeasance.    Under current U.S. federal tax law, we (or, in the case of guaranteed debt securities, we or the guarantor) can make the deposit described below and be released from some of the restrictive covenants in the indenture under which a particular series was issued. This is called "covenant defeasance". In that event, you would lose the protection of those restrictive covenants but would gain the protection of having cash and U.S. government securities set aside in trust to repay your debt securities. In order to achieve covenant defeasance, we must do the following:

•

we must deposit in trust for the benefit of all holders of the debt securities of the particular series a combination of cash and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities of the particular series on their various due dates;

•

the "covenant defeasance" must not otherwise result in a breach of the indenture or any of our (and, in the case of guaranteed debt securities, the guarantor's) material agreements;

•

no Event of Default must have occurred and remain uncured;

•

we must deliver to the trustee a legal opinion of our counsel confirming that, under current federal income tax law, we may make the above deposit without causing you to be taxed on the debt securities of the particular series any differently than if we did not make the deposit and just repaid the debt securities of the particular series ourselves at maturity; and

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•

we must deliver to the trustee a legal opinion and officer's certificate, each stating that all conditions precedent to "covenant defeasance" under the indenture have been met.

        If we accomplish covenant defeasance, you can still look to us for repayment of the debt securities if there is a shortfall in the trust deposit or the trustee is prevented from making payment. In fact, if one of the remaining Events of Default occurred (such as our bankruptcy) and the debt securities became immediately due and payable, there might be a shortfall. Depending on the event causing the default, you may not be able to obtain payment of the shortfall.

        Full Defeasance.    If there is a change in U.S. federal tax law, as described below, we (or, in the case of guaranteed debt securities, we or the guarantor) can legally release ourselves from all payment and other obligations on the debt securities of a particular series (called "full defeasance") if we put in place the following arrangements for you to be repaid:

•

we must deposit in trust for the benefit of all holders of the debt securities of the particular series a combination of cash and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities of the particular series on their various due dates;

•

the "full defeasance" must not otherwise result in a breach of the indenture or any of our (and, in the case of guaranteed debt securities, the guarantor's) material agreements;

•

no Event of Default must have occurred and remain uncured;

•

we must deliver to the trustee a legal opinion confirming that there has been a change in current federal tax law or an IRS ruling that lets us make the above deposit without causing you to be taxed on the debt securities of the particular series any differently than if we did not make the deposit and just repaid the debt securities of the particular series ourselves at maturity. Under current U.S. federal tax law, the deposit and our legal release from the debt securities of the particular series would be treated as though we paid you your share of the cash and notes or bonds at the time the cash and notes or bonds were deposited in trust in exchange for your debt securities and you would recognize gain or loss on the debt securities at the time of the deposit; and

•

we must deliver to the trustee an opinion of counsel and an officer's certificate, each stating that all conditions precedent to "full defeasance" under the indenture have been met.

        If we ever did accomplish full defeasance, as described above, you would have to rely solely on the trust deposit for repayment of the debt securities. You could not look to us for repayment in the unlikely event of any shortfall.

Form, Exchange and Transfer of Registered Securities

        If registered debt securities cease to be issued in global form, they will be issued:

•

only in fully registered certificated form;

•

without interest coupons; and

•

unless we indicate otherwise in the applicable prospectus supplement, in denominations of $1,000 and amounts that are multiples of $1,000.

        Holders may exchange their certificated securities for debt securities of smaller denominations or combined into fewer debt securities of larger denominations, as long as the total principal amount is not changed.

        Holders may exchange or transfer their certificated securities at the place of payment as specified in the applicable prospectus supplement. We have appointed the trustee to act as our agent for

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registering debt securities in the names of holders transferring debt securities. We may appoint another entity to perform these functions or perform them ourselves.

        Holders will not be required to pay a service charge to transfer or exchange their certificated securities, but they may be required to pay any tax or other governmental charge associated with the transfer or exchange. The transfer or exchange will be made only if our transfer agent is satisfied with the holder's proof of legal ownership.

        If we have designated additional transfer agents for your debt security, they will be named in the applicable prospectus supplement. We may appoint additional transfer agents or cancel the appointment of any particular transfer agent. We may also approve a change in the office through which any transfer agent acts.

        If any debt securities of a particular series are redeemable, we may block the transfer or exchange of those debt securities during the period beginning 15 days before the day we mail the notice of redemption and ending on the day of that mailing, in order to freeze the list of holders to prepare the mailing. We may also refuse to register transfers or exchanges of any debt securities selected for redemption, except that we will continue to permit transfers and exchanges of the unredeemed portion of any debt security that will be partially redeemed.

        If a registered debt security is issued in global form, only the depositary will be entitled to transfer and exchange the debt security as described in this subsection, since it will be the sole holder of the debt security.

Resignation of Trustee

        Each trustee may resign or be removed with respect to one or more series of securities provided that a successor trustee is appointed to act with respect to these series. In the event that two or more persons are acting as trustee with respect to different series of securities under one of the indentures, each of the trustees will be a trustee of a trust separate and apart from the trust administered by any other trustee.

Limitation on Liens

        AngloGold Ashanti Limited covenants in the indentures that it will not, nor will it permit any "Restricted Subsidiary" to, create, incur, issue, assume or guarantee any Capital Markets Indebtedness if the Capital Markets Indebtedness is secured by any mortgage, security interest, pledge, lien or other encumbrance (collectively, a "lien" or "liens") upon any "Principal Property" of it or any Restricted Subsidiary or any shares of stock of or debt owed to any Restricted Subsidiary, whether owned at the date of the applicable indenture or thereafter acquired, without effectively securing the securities issued under that indenture equally and ratably with or prior to such secured Capital Markets Indebtedness. Please see further below for definitions of "Restricted Subsidiary", "Capital Markets Indebtedness" and "Principal Property".

        This lien restriction will not apply to, among other things:

•

liens already existing at the time of our first issuance of debt securities under the applicable indenture;

•

liens on property or securities of any corporation existing at the time such corporation becomes a Restricted Subsidiary;

•

liens arising by operation of law in the ordinary course of business and securing amounts not more than 60 days overdue;

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•

liens created on an undertaking or asset in favor of a governmental or quasi-governmental (whether national, local or regional) or supra-governmental body in respect of the financing of that undertaking or asset at a preferential rate which secures only the payment or repayment of the financing for that undertaking or asset;

•

liens created in respect of any margin or collateral delivered or otherwise provided in connection with metal transactions;

•

liens on any property acquired, constructed or improved after the date of the applicable indenture that are created or assumed before or within 12 months after the acquisition, construction or improvement to secure or provide for the payment of all or any part of the purchase price or cost of construction or improvement incurred after the date of the applicable indenture, or existing liens on property acquired after the date of the applicable indenture, provided that such liens are limited to such property acquired or constructed or to the improvement of such properties;

•

liens on any Principal Property imposed to secure all or any part of the payment of costs of exploration, drilling, development, operation, construction, alteration, repair, improvement or rehabilitation, if they are created or assumed before or within 12 months after completion of these activities;

•

liens securing debt owed by a Restricted Subsidiary to AngloGold Ashanti Limited or to another Restricted Subsidiary;

•

liens on any property, shares of stock or indebtedness of a corporation consolidated with or merged into, or substantially all of the assets of which are acquired by AngloGold Ashanti Limited or a Restricted Subsidiary existing at the time of such acquisition;

•

certain deposits or pledges of assets;

•

liens in favor of governmental bodies to secure partial, progress, advance or other payments under any contract or statute or to secure indebtedness incurred to finance all or any part of the purchase price or cost of constructing or improving the property subject to these liens, including liens to secure tax exempt pollution control revenue bonds;

•

liens on property acquired by AngloGold Ashanti Limited or a Restricted Subsidiary through the exercise of rights arising out of defaults on receivables acquired in the ordinary course of business;

•

judgment liens in which the finality of the judgment is being contested in good faith;

•

liens for the sole purpose of extending, renewing or replacing debt secured by the permitted liens listed here, subject to certain limitations;

•

liens for taxes or assessments or governmental charges or levies not yet due or delinquent, or which can be paid without penalty after they are due, or which are being contested in good faith; landlord's liens on leased property; and other similar liens which do not, in the opinion of AngloGold Ashanti Limited, materially impair the use of that property in the operation of its business or the business of a Restricted Subsidiary or the value of that property for the purposes of that business;

•

any sale of receivables that is reflected as secured indebtedness on a balance sheet prepared in accordance with International Financial Reporting Standards;

•

liens on margin stock owned by AngloGold Ashanti Limited and its Restricted Subsidiaries to the extent this margin stock exceeds 25 percent of the fair market value of the sum of the

24

Principal Property and that of the Restricted Subsidiaries plus the shares of stock (including margin stock) and indebtedness incurred by the Restricted Subsidiaries;

•

liens over assets for the purpose of securing financing for construction and development of a project such as a mining venture, which we usually call "project finance";

•

any mineral right, royalty, production payment, interest in net proceeds or profits, right to take production in kind, easement, right of way, surface use right, water right or other interest kept by the seller in a property AngloGold Ashanti Limited acquires, and any sale by AngloGold Ashanti Limited to another person of a mineral right, royalty, production payment, interest in net proceeds or profits, right to take production in kind, easement, right of way, surface use right, water right or other interest;

•

any lien created to secure our portion of someone else's expenses to develop or conduct operations with respect to mineral resources on a property in which we or one of our Restricted Subsidiaries has an interest;

•

any conveyance or assignment under the terms of which AngloGold Ashanti Limited or one of its Restricted Subsidiaries conveys or assigns to any person an interest in any mineral and/or the proceeds thereof, any royalty, production payment, interest in net proceeds or profits, right to take production in kind, easement, right of way, surface use right, water right or other interest in real property; and

•

any lien to secure the performance of our obligations to others who jointly hold an interest in property with AngloGold Ashanti Limited or one of its Restricted Subsidiaries.

        In addition, the lien restriction does not apply to Capital Market Indebtedness secured by a lien, if the Capital Market Indebtedness, together with all other Capital Market Indebtedness secured by liens (not including permitted liens described above) and the Attributable Debt (generally defined as the discounted present value of net rental payments, but excluding payments on bona fide operating leases) associated with Sale and Lease Back Transactions entered into after our first issuance of debt securities under the relevant indenture (but not including "Sale and Lease Back Transactions" pursuant to which debt has been retired), does not exceed a certain percentage of the consolidated net tangible assets of AngloGold Ashanti Limited and its consolidated subsidiaries, as shown on the audited consolidated balance sheet prepared in accordance with International Financial Reporting Standards. The specific percentage will be determined at the time we issue any debt and will be described in the applicable prospectus supplement.

        The term "Restricted Subsidiary" is defined in these indentures to mean any wholly-owned subsidiary of AngloGold Ashanti Limited which also owns a Principal Property, unless the subsidiary is primarily engaged in the business of a finance company.

        The term "Capital Markets Indebtedness" is defined in the indentures to mean any indebtedness for money borrowed or interest thereon in the form of bonds, notes, debentures, loan stock or other similar securities that are, or are capable of being, quoted, listed or ordinarily dealt with in any stock exchange, over-the-counter or other securities market, having an original maturity of more than 365 days from its date of issue, or any guarantee or indemnity in respect of Capital Markets Indebtedness.

        The term "Principal Property" is defined in the indentures to mean any mine or mining-related facility, together with the land upon which such plant or other facility is erected and fixtures comprising a part thereof, whose net book value exceeds a certain percentage of consolidated net tangible assets of AngloGold Ashanti Limited, unless the board of directors of AngloGold Ashanti Limited thinks that the property is not of material importance to its overall business or that the portion of a property in question is not of material importance to the rest of such property. The specific percentage will be

25

determined at the time we issue any debt and will be described in the applicable prospectus supplement.

        The term "Margin Stock" as used in these indentures is intended to mean such term as defined in Regulation U of the Board of Governors of the U.S. Federal Reserve System.

Limitation on Sale and Lease Back Transactions

        AngloGold Ashanti Limited covenants in the indentures that it will not, nor will it permit any Restricted Subsidiary, to enter into any arrangement with any party providing for the leasing to it or any Restricted Subsidiary of any Principal Property (except for temporary leases for a term, including renewals, of not more than three years) which has been or is to be sold by it or the Restricted Subsidiary to the party (a "Sale and Lease Back Transaction"), unless:

•

the Attributable Debt (generally defined as the discounted present value of net rental payments, but excluding payments on bona fide operating leases) of the Sale and Lease Back Transaction, together with the Attributable Debt of all other Sale and Lease Back Transactions entered into since the first issuance of debt securities under the applicable indenture and the aggregate principal amount of its debt secured by liens on Principal Property of it or any Restricted Subsidiary or any shares of stock of or debt owed to any Restricted Subsidiary (but excluding debt secured by permitted liens bulleted under "Limitation on Liens" above, and excluding Sale and Lease Back Transactions pursuant to which debt has been retired) would not exceed a certain percentage of the consolidated net tangible assets of AngloGold Ashanti Limited, as shown on the audited balance sheet prepared in accordance with International Financial Reporting Standards, which percentage will be determined at the time we issue any debt and will be described in the applicable prospectus supplement;

•

AngloGold Ashanti Limited or the Restricted Subsidiary would be entitled to incur debt secured by a lien on the Principal Property to be leased without securing the securities issued under the applicable indenture, as described in the bullet points under "Limitation on Liens" above;

•

AngloGold Ashanti Limited applies an amount equal to the fair value of the Principal Property that is the subject of a Sale and Leaseback Transaction to the retirement of the securities, or to the retirement of long-term indebtedness of AngloGold Ashanti Limited or a Restricted Subsidiary that is not subordinated to the debt securities issued; or

•

AngloGold Ashanti Limited enters into a bona fide commitment to expend for the acquisition or improvement of a Principal Property an amount at least equal to the fair value of the Principal Property leased.

Certain Considerations Relating to Foreign Currencies

        Debt securities denominated or payable in currencies other than U.S. dollars may entail significant risks to U.S. holders. These risks include the possibility of significant fluctuations in the currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved and will be more fully described in the applicable prospectus supplement.

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DESCRIPTION OF WARRANTS

        The following is a general description of the terms of the warrants we may issue from time to time. Particular terms of any warrants we offer will be described in the applicable prospectus supplement.

General

        We may issue warrants to purchase ordinary shares. Such warrants may be issued independently or together with any other securities and may be attached or separate from those securities. We will issue each series of warrants under a separate warrant agreement to be entered into between us and a warrant agent. The warrant agent will act solely as our agent and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants.

        The applicable prospectus supplement related to our issue of warrants will describe the particular terms of any series of warrants we may issue, including the following:

•

the title of the warrants;

•

the aggregate number of the warrants;

•

the price or prices at which the warrants will be issued;

•

the currency or currencies, including composite currencies, in which the price of the warrants may be payable;

•

the designation and terms of the securities purchasable upon exercise of the warrants and the number of the securities issuable upon exercise of the warrants;

•

the price at which and the currency or currencies, including composite currencies, in which the securities purchasable upon exercise of the warrants may be purchased;

•

the date on which the right to exercise the warrants shall commence and the date on which the right to exercise will expire;

•

whether the warrants will be issued in registered form or bearer form. If the warrants are issued in bearer form, the prior approval of the South African Reserve Bank must be obtained, and the bearer warrants will be issued on the conditions set out by the South African Reserve Bank;

•

if applicable, the minimum or maximum amount of the warrants which may be exercised at any one time;

•

if applicable, the designation and terms of the securities with which the warrants are issued and the number of the warrants issued with each security;

•

if applicable, the date on and after which the warrants and the related securities will be separately transferable;

•

information with respect to book-entry procedures, if any;

•

if applicable, a discussion of certain U.S. federal and other applicable income tax considerations; and

•

any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.

Amendments and Supplements to Warrant Agreement

        We and the warrant agent may amend or supplement the warrant agreement for a series of warrants without the consent of the holders of the warrants issued thereunder to effect changes that are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders of the warrants.

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DESCRIPTION OF RIGHTS TO PURCHASE ORDINARY SHARES

        We may issue subscription rights to purchase our ordinary shares. We may issue these rights independently or together with any other offered security. The rights may or may not be transferable in the hands of their holders.

        The applicable prospectus supplement will describe the specific terms of any subscription rights offering, including:

•

the title of the subscription rights;

•

the securities for which the subscription rights are exercisable;

•

the exercise price for the subscription rights;

•

the number of subscription rights issued;

•

the extent to which the subscription rights are transferable;

•

if applicable, a discussion of the material U.S. federal or other income tax considerations applicable to the issuance or exercise of the subscription rights;

•

any other terms of the subscription rights, including terms, procedures and limitations relating to the exchange and exercise of the subscription rights;

•

if applicable, the record date to determine who is entitled to the subscription rights and the ex-rights date;

•

the date on which the rights to exercise the subscription rights will commence, and the date on which the rights will expire;

•

the extent to which the offering includes an over-subscription privilege with respect to unsubscribed securities; and

•

if applicable, the material terms of any standby underwriting arrangement we enter into in connection with the offering.

        Each subscription right will entitle its holder to purchase for cash a number of our ordinary shares, ADSs or any combination thereof at an exercise price described in the applicable prospectus supplement. Subscription rights may be exercised at any time up to the close of business on the expiration date set forth in the prospectus supplement. After the close of business on the expiration date, all unexercised subscription rights will become void.

        Upon receipt of payment and the subscription form properly completed and executed at the subscription rights agent's office or another office indicated in the applicable prospectus supplement, we will, as soon as practicable, forward our ordinary shares or ADSs purchasable with this exercise. Rights to purchase ordinary shares in the form of ADSs will be represented by certificates issued by the ADS depositary upon receipt of the rights to purchase ordinary shares registered hereby. The applicable prospectus supplement may offer more details on how to exercise the subscription rights.

        We may determine to offer subscription rights to our members only or additionally to persons other than members as described in the applicable prospectus supplement. In the event subscription rights are offered to our members only and their rights remain unexercised, we may determine to offer the unsubscribed offered securities to persons other than members. In addition, we may enter into a standby underwriting arrangement with one or more underwriters under which the underwriter(s) will purchase any offered securities remaining unsubscribed for after the offering, as described in the applicable prospectus supplement.

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TAXATION

        The applicable prospectus supplement will describe certain U.S. federal income tax considerations of the acquisition, ownership and disposition of any securities offered under this prospectus by an initial investor who is a U.S. person (within the meaning of the U.S. Internal Revenue Code), including, to the extent applicable, any such consequences relating to debt securities payable in a currency other than the U.S. dollar, issued at an original issue discount for U.S. federal income tax purposes or containing early redemption provisions or other special items.

        The applicable prospectus supplement will describe certain South African income tax considerations to an investor who is a non-resident of South Africa of acquiring any securities offered under this prospectus, including whether the payments of principal of, premium and interest, if any, on the debt securities will be subject to South African non-resident withholding tax.

        If the offered securities are debt securities issued by AngloGold Ashanti Holdings plc or AngloGold Ashanti Holdings Finance plc, the applicable prospectus supplement will describe certain Isle of Man income tax considerations to an investor who is a non-resident of the Isle of Man of acquiring certain securities offered under this prospectus, including whether the payments of principal of, premium and interest, if any, on debt securities will be subject to non-resident withholding tax in the Isle of Man.

PLAN OF DISTRIBUTION

        The offered securities may be sold, and the underwriters may resell these offered securities, directly or through agents in one or more transactions, including negotiated transactions, at a fixed public offering price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The offered securities may be sold in portions outside the United States at an offering price and on terms specified in the applicable prospectus supplement relating to a particular issue of these offered securities. Without limiting the generality of the foregoing, any one or more of the following methods may be used when selling the offered securities:

•

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

•

block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

•

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

•

an exchange distribution in accordance with the rules of the applicable exchange;

•

privately negotiated transactions;

•

settlement of short sales entered into after the date of this prospectus;

•

sales in which broker-dealers agree with us or a selling securityholder to sell a specified number of securities at a stipulated price per security;

•

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

•

by pledge to secure debts or other obligations;

•

by an underwritten public offering;

•

by an underwritten offering of debt instruments convertible into or exchangeable for our ordinary shares on terms to be described in the applicable prospectus supplement;

•

in a combination of any of the above; or

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•

any other method permitted pursuant to applicable law. In addition, the offered securities may be sold by way of exercise of rights granted pro rata to our existing shareholders.

        The offered securities may also be sold short and securities covered by this prospectus may be delivered to close out such short positions, or the securities may be loaned or pledged to broker-dealers that in turn may sell them. Options, swaps, derivatives or other transactions may be entered into with broker-dealers or other financial institutions which require the delivery to such broker-dealer or other financial institution of the offered securities and ordinary shares, respectively, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

        Any underwriters or agents will be identified and their compensation described in the applicable prospectus supplement.

        In connection with the sale of offered securities, the underwriters or agents may receive compensation from us, a selling securityholder or from purchasers of the offered securities for whom they may act as agents. The underwriters may sell offered securities to or through dealers, who may also receive compensation from the underwriters or from purchasers of the offered securities for whom they may act as agents. Compensation may be in the form of discounts, concessions or commissions. Underwriters, dealers and agents that participate in the distribution of the offered securities may be deemed to be underwriters as defined in the U.S. Securities Act of 1933, as amended ("U.S. Securities Act"), and any discounts or commissions received by them from us or a selling securityholder and any profit on the resale of the offered securities by them may be treated as underwriting discounts and commissions under the U.S. Securities Act.

        We or a selling securityholder may enter into agreements that will entitle the underwriters, dealers and agents to indemnification by us or a selling securityholder against and contribution toward certain liabilities, including liabilities under the U.S. Securities Act.

        Certain underwriters, dealers and agents and their associates may be customers of, engage in transactions with or perform commercial banking, investment banking, advisory or other services for a selling securityholder or us, including our subsidiaries, in the ordinary course of their business.

        If so indicated in the applicable prospectus supplement relating to a particular issue of offered securities, the underwriters, dealers or agents will be authorized to solicit offers by certain institutions to purchase the offered securities under delayed delivery contracts providing for payment and delivery at a future date. These contracts will be subject only to those conditions set forth in the applicable prospectus supplement, and the prospectus supplement will set forth the commission payable for solicitation of these contracts.

        We will advise any selling securityholder that while it is engaged in a distribution of the offered securities, it is required to comply with Regulation M promulgated under the U.S. Securities Exchange Act of 1934, as amended. With limited exceptions, Regulation M precludes a selling securityholder, any affiliated purchasers and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security which is the subject of the distribution until the entire distribution is complete. All of the foregoing might affect the marketability of the offered securities.

LEGAL MATTERS

        Certain legal matters with respect to South African law will be passed upon for us by our South African counsel, Edward Nathan Sonnenbergs. Certain legal matters with respect to Isle of Man law will be passed upon for us by Cains Advocates Limited. Certain legal matters with respect to United States and New York law will be passed upon for us by Cravath, Swaine & Moore LLP.

30

EXPERTS

        The consolidated financial statements of AngloGold Ashanti Limited appearing in AngloGold Ashanti Limited's Annual Report (Form 20-F) for the year ended December 31, 2011 have been audited by Ernst & Young Incorporated, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

        The financial statements of Société d'Exploitation des Mines d'Or de Sadiola S.A. as of December 31, 2010 and for the year then ended, have been incorporated by reference in the registration statement in reliance upon the report of KPMG Inc., independent registered public accounting firm, incorporated by reference to the Annual Report on Form 20-F of AngloGold Ashanti Limited for the year ended December 31, 2011, and upon the authority of said firm as experts in accounting and auditing.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8.    Indemnification of Directors and Officers

        The Memorandum of Incorporation of AngloGold Ashanti Limited provides that, subject to the provisions of the 2008 Companies Act, AngloGold Ashanti Limited will indemnify its directors, managers, secretaries, and other officers or servants against all costs, losses and expenses they may incur or become liable to pay by reason of any contract entered into, or any act or omission done or omitted to be done by them in the discharge of their duties, including traveling expenses.

        Under the 2008 Companies Act, a company may not indemnify a director or officer in respect of any liability for any loss, damages or costs arising as a direct or indirect consequence of:

•

the director or officer having acted in the name of the company, signed anything on behalf of the company, or purported to bind the company or authorize the taking of any action by or on behalf of the company, despite knowing that he or she lacked the authority to do so;

•

the director or officer having acquiesced in the carrying on of the company's business despite knowing that it was being conducted recklessly, with gross negligence, with intent to defraud any person or for any fraudulent purposes;

•

the director or officer having been a party to an act or omission by the company despite knowing that the act or omission was calculated to defraud a creditor, employee or shareholder of the company, or had another fraudulent purpose; or

•

wilful misconduct or wilful breach of trust on the part of the director or officer, and

a company may not indemnify a director in respect of any fine that may be imposed on a director as a consequence of that director having been convicted of an offense, unless the conviction was based on strict liability.

        A company may claim reimbursement from any director or officer of the company for any money paid directly or indirectly to or on behalf of such director or officer in any manner inconsistent with the provisions of the 2008 Companies Act.

        The 2008 Companies Act provides that, except to the extent that the company's Memorandum of Incorporation disallows it, a company may purchase insurance to protect a director or officer against any liability or expense for which the company may indemnify a director or officer and any expenses that the company is permitted to advance to a director or officer.

        Under the Isle of Man Companies Act 2006 and the Articles of Association of AngloGold Ashanti Holdings plc and of AngloGold Ashanti Holdings Finance plc (each, an "AngloGold Isle of Man Company"), an AngloGold Isle of Man Company may indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who:

•

is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director of the AngloGold Isle of Man Company; or

•

is or was, at the request of the AngloGold Isle of Man Company, serving as a director of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise.

        The indemnity only applies if the person acted honestly and in good faith with a view to the best interests of the applicable AngloGold Isle of Man Company and, in the case of criminal proceedings, the person had no reasonable cause to believe that the conduct of such person was unlawful.

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        If a director of the AngloGold Isle of Man Company has been successful in defense of any proceedings referred to above, that person is entitled to be indemnified against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by such person in connection with the proceedings.

        Each AngloGold Isle of Man Company may purchase and maintain insurance in relation to any person who is or was a director, officer or liquidator of the AngloGold Isle of Man Company, or who at the request of the AngloGold Isle of Man Company is or was serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise, against any liability asserted against that person and incurred by that person in that capacity, whether or not such AngloGold Isle of Man Company has or would have had the power to indemnify the person against the liability as provided in its Articles of Association.

        AngloGold Ashanti Limited has purchased directors' and officers' liability insurance coverage for its directors and officers and those of its subsidiaries, including those of AngloGold Ashanti Holdings plc and of AngloGold Ashanti Holdings Finance plc.

Item 9.    Exhibits

Exhibit No.		Name of Document	Method of Filing
	1.1	Form of underwriting agreement for debt securities of AngloGold Ashanti Limited	*
	1.2	Form of underwriting agreement for guaranteed debt securities of AngloGold Ashanti Holdings plc	*
	1.3	Form of underwriting agreement for guaranteed debt securities of AngloGold Ashanti Holdings Finance plc	*
	1.4	Form of underwriting agreement for ordinary shares of AngloGold Ashanti Limited	*
	1.5	Form of distribution agreement	*
	3.1	Memorandum and Articles of Association of AngloGold Ashanti Limited (last amended May 25, 2011)	Filed herewith
	4.1	Proposed form of debt indenture between AngloGold Ashanti Limited and The Bank of New York Mellon, as trustee	Incorporated by reference to Exhibit 4.1 to AngloGold Ashanti Limited and AngloGold Ashanti Holdings Finance plc's Registration Statement on Form F-3 (Nos. 333-161634 and 333-161634-01) filed on August 31, 2009
	4.2	Indenture for guaranteed debt securities among AngloGold Ashanti Holdings plc, as issuer, AngloGold Ashanti Limited, as guarantor, and The Bank of New York Mellon, as trustee, dated as of April 28, 2010	Filed herewith

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Exhibit No.		Name of Document	Method of Filing
	4.3	Form of 5.375% Notes due 2020 and related Guarantee	Incorporated by reference to Exhibit 99(C) to AngloGold Ashanti Limited and AngloGold Ashanti Holdings plc's Registration Statement on Form 8-A (Nos. 001-14846 and 001-34725) filed on April 28, 2010
	4.4	Form of 6.50% Notes due 2040 and related Guarantee	Incorporated by reference to Exhibit 99(C) to AngloGold Ashanti Limited and AngloGold Ashanti Holdings plc's Registration Statement on Form 8-A (Nos. 001-14846 and 001-34725) filed on April 28, 2010
	4.5	Indenture for guaranteed debt securities among AngloGold Ashanti Holdings Finance plc, as issuer, AngloGold Ashanti Limited, as guarantor, and The Bank of New York Mellon, as trustee, dated as of September 22, 2010	Incorporated by reference to Exhibit 99(D) to AngloGold Ashanti Limited and AngloGold Ashanti Holdings Finance plc's Registration Statement on Form 8-A (Nos. 001-14846 and 001-34881) filed on September 22, 2010
	4.6	First Supplemental Indenture for guaranteed debt securities among AngloGold Ashanti Holdings Finance plc, as issuer, AngloGold Ashanti Limited, as guarantor, and The Bank of New York Mellon, as trustee, dated as of September 22, 2010	Incorporated by reference to Exhibit 99(E) to AngloGold Ashanti Limited and AngloGold Ashanti Holdings Finance plc's Registration Statement on Form 8-A (Nos. 001-14846 and 001-34881) filed on September 22, 2010
	4.7	Form of 6.00% Mandatory Convertible Subordinated Notes due 2013 and related Guarantee	Incorporated by reference to Exhibit 99(C) to AngloGold Ashanti Limited and AngloGold Ashanti Holdings Finance plc's Registration Statement on Form 8-A (Nos. 001-14846 and 001-34881) filed on September 22, 2010
	4.8	Second Supplemental Indenture for guaranteed debt securities among AngloGold Ashanti Holdings Finance plc, as issuer, AngloGold Ashanti Limited, as guarantor, and The Bank of New York Mellon, as trustee, dated as of October 18, 2010	Filed herewith
	4.9	Form of senior fixed rate redeemable or non-redeemable note	*
	4.10	Form of guaranteed fixed rate redeemable or non-redeemable note	*
	4.11	Form of ordinary share certificate for AngloGold Ashanti Limited	Filed herewith
	4.12	Form of ordinary share warrant agreement	*

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Exhibit No.		Name of Document	Method of Filing
	4.13	Form of ordinary share warrant certificate	*
	4.14	Form of subscription agreement to exercise rights to purchase ordinary shares	*
	4.15	Form of rights certificate to purchase ordinary shares	*
	4.16	Amended and Restated Deposit Agreement dated as of June 3, 2008 among AngloGold Ashanti Limited, The Bank of New York Mellon as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Shares issued thereunder	Incorporated by reference to Exhibit 1 to AngloGold Ashanti Limited's Registration Statement on Form F-6 (No. 333-159248) filed on May 14, 2009
	4.17	Form of American Depositary Receipt	Included as Exhibit A to Exhibit 4.16
	5.1	Opinion of Cravath, Swaine & Moore LLP, U.S. counsel	Filed herewith
	5.2	Opinion of Edward Nathan Sonnenbergs, South African counsel	Filed herewith
	5.3	Opinion of Cains Advocates Limited, Isle of Man counsel	Filed herewith
	23.1	Consent of Ernst & Young Incorporated, independent registered public accounting firm	Filed herewith
	23.2	Consent of KPMG Inc., independent registered public accounting firm	Filed herewith
	23.3	Consent of Cravath, Swaine & Moore LLP	Included as part of Exhibit 5.1
	23.4	Consent of Edward Nathan Sonnenbergs	Included as part of Exhibit 5.2
	23.5	Consent of Cains Advocates Limited	Included as part of Exhibit 5.3
	24	Powers of Attorney of the registrants	Included on the signature pages
	25.1	Statement of eligibility of The Bank of New York Mellon, as trustee, under the Trust Indenture Act of 1939 on Form T-1 relating to the AngloGold Ashanti Limited debt indenture	Filed herewith
	25.2	Statement of eligibility of The Bank of New York Mellon, as trustee, under the Trust Indenture Act of 1939 on Form T-1 relating to the AngloGold Ashanti Holdings plc guaranteed debt indenture	Filed herewith

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Exhibit No.		Name of Document	Method of Filing
	25.3	Statement of eligibility of The Bank of New York Mellon, as trustee, under the Trust Indenture Act of 1939 on Form T-1 relating to the AngloGold Ashanti Holdings Finance plc guaranteed debt indenture	Filed herewith
	99.1	Trust Deed for guaranteed debt securities among AngloGold Ashanti Holdings Finance plc, as issuer, AngloGold Ashanti Limited, as guarantor, and The Law Debenture Trust Corporation p.l.c., as trustee, dated as of May 22, 2009	Filed herewith

*

To be filed on a Form 6-K depending on the nature of the offering, if any, and incorporated herein by reference.

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Item 10.    Undertakings

(a)

Each of the undersigned registrants hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by such registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act of 1933 need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act of 1933 or Rule 3-19 if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.

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(5)

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(A)

Each prospectus filed by such registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(6)

That, for the purpose of determining liability of such registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

Each of the undersigned registrants undertakes that in a primary offering of securities of such undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, such undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of such undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of such undersigned registrant or used or referred to by such undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about such undersigned registrant or its securities provided by or on behalf of such undersigned registrant; and

(iv)

Any other communication that is an offer in the offering made by such undersigned registrant to the purchaser.

(b)

Each undersigned registrant hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, each filing of such registrant's annual reports pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Each undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased

II-7

by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.

(d)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of any registrant pursuant to the foregoing provisions, or otherwise, each registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by such registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(e)

Each undersigned registrant hereby undertakes that:

(1)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-8

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant, AngloGold Ashanti Limited, a corporation incorporated and existing under the laws of the Republic of South Africa, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Form F-3 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Johannesburg, South Africa on the 17th day of July 2012.

ANGLOGOLD ASHANTI LIMITED
By:	/s/ SRINIVASAN VENKATAKRISHNAN
	Name:	Srinivasan Venkatakrishnan
	Title:	Executive Director and Chief Financial Officer

POWER OF ATTORNEY

        Each of the undersigned do hereby constitute and appoint Srinivasan Venkatakrishnan, Maria Sanz Perez and Paul J. G. Dennison and each of them, individually, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, in his or her name, place and stead, in any and all capacities (including his capacity as a director and/or officer of the registrant), to sign any and all amendments and post-effective amendments and supplements to this registration statement, and including any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Form F-3 registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title
/s/ MARK CUTIFANI Mark Cutifani	Chief Executive Officer and Director (Principal Executive Officer)	July 17, 2012
/s/ SRINIVASAN VENKATAKRISHNAN Srinivasan Venkatakrishnan	Chief Financial Officer and Director (Principal Financial Officer)	July 17, 2012
/s/ JOHN E. STAPLES John E. Staples	Chief Accounting Officer (Principal Accounting Officer)	July 17, 2012

II-9

Signature	Title
/s/ TITO T. MBOWENI Tito T. Mboweni	Chairman and Independent Non-Executive Director	July 17, 2012
/s/ FRANK B. ARISMAN Frank B. Arisman	Independent Non-Executive Director	July 17, 2012
/s/ RHIDWAAN GASANT Rhidwaan Gasant	Independent Non-Executive Director	July 17, 2012
/s/ NOZIPHO JANUARY-BARDILL Nozipho January-Bardill	Independent Non-Executive Director	July 17, 2012
/s/ MICHAEL J. KIRKWOOD Michael J. Kirkwood	Independent Non-Executive Director	July 17, 2012
/s/ WILLIAM A. NAIRN William A. Nairn	Independent Non-Executive Director	July 17, 2012
/s/ LUMKILE W. NKUHLU Lumkile W. Nkuhlu	Independent Non-Executive Director	July 17, 2012
/s/ FERDINAND OHENE-KENA Ferdinand Ohene-Kena	Independent Non-Executive Director	July 17, 2012
Sipho M. Pityana	Independent Non-Executive Director
/s/ RODNEY J. RUSTON Rodney J. Ruston	Independent Non-Executive Director	July 17, 2012
/s/ WAYNE M. CHANCELLOR Wayne M. Chancellor	Authorized Representative in the United States	July 17, 2012

II-10

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant, AngloGold Ashanti Holdings plc, a corporation incorporated and existing under the laws of the Isle of Man, certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form F-3 and has duly caused this Form F-3 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Douglas, Isle of Man on the 17th day of July 2012.

ANGLOGOLD ASHANTI HOLDINGS PLC
By:	/s/ LLOYD C. MCGLEW
	Name:	Lloyd C. McGlew
	Title:	Executive and Managing Director

POWER OF ATTORNEY

        Each of the undersigned do hereby constitute and appoint Lloyd C. McGlew, Hendrik J. Snyman, Srinivasan Venkatakrishnan and Paul J.G. Dennison and each of them, individually, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, in his or her name, place and stead, in any and all capacities (including his capacity as a director and/or officer of the registrant), to sign any and all amendments and post-effective amendments and supplements to this registration statement, and including any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Form F-3 registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title
/s/ LLOYD C. MCGLEW Lloyd C. McGlew	Executive and Managing Director (Principal Executive Officer) (Principal Financial Officer)	July 17, 2012
/s/ HENDRIK J. SNYMAN Hendrik J. Snyman	Finance Manager: Accounts (Principal Accounting Officer)	July 17, 2012
/s/ DONALD C. LINDSAY Donald C. Lindsay	Chairman and Independent Non-Executive Director	July 17, 2012

II-11

Signature	Title
/s/ JONATHAN G. BEST Jonathan G. Best	Independent Non-Executive Director	July 17, 2012
/s/ DEWALD L. JOUBERT Dewald L. Joubert	Independent Non-Executive Director	July 17, 2012
/s/ CHARLES P. A. VANDERPUMP Charles P. A. Vanderpump	Independent Non-Executive Director	July 17, 2012
/s/ SRINIVASAN VENKATAKRISHNAN Srinivasan Venkatakrishnan	Non-Executive Director	July 17, 2012
/s/ WAYNE M. CHANCELLOR Wayne M. Chancellor	Authorized Representative in the United States	July 17, 2012

II-12

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant, AngloGold Ashanti Holdings Finance plc, a corporation incorporated and existing under the laws of the Isle of Man, certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form F-3 and has duly caused this Form F-3 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Douglas, Isle of Man on the 17th day of July 2012.

ANGLOGOLD ASHANTI HOLDINGS FINANCE PLC
By:	/s/ LLOYD C. MCGLEW
	Name:	Lloyd C. McGlew
	Title:	Executive and Managing Director

POWER OF ATTORNEY

        Each of the undersigned do hereby constitute and appoint Lloyd C. McGlew, Hendrik J. Snyman, Srinivasan Venkatakrishnan and Paul J.G. Dennison and each of them, individually, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, in his or her name, place and stead, in any and all capacities (including his capacity as a director and/or officer of the registrant), to sign any and all amendments and post-effective amendments and supplements to this registration statement, and including any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Form F-3 registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title
/s/ LLOYD C. MCGLEW Lloyd C. McGlew	Executive and Managing Director (Principal Executive Officer) (Principal Financial Officer)	July 17, 2012
/s/ HENDRIK J. SNYMAN Hendrik J. Snyman	Executive Director and Finance Manager: Accounts (Principal Accounting Officer)	July 17, 2012
/s/ DEWALD L. JOUBERT Dewald L. Joubert	Independent Non-Executive Director	July 17, 2012

II-13

Signature	Title
/s/ DONALD C. LINDSAY Donald C. Lindsay	Independent Non-Executive Director	July 17, 2012
/s/ CHARLES P. A. VANDERPUMP Charles P. A. Vanderpump	Independent Non-Executive Director	July 17, 2012
/s/ WAYNE M. CHANCELLOR Wayne M. Chancellor	Authorized Representative in the United States	July 17, 2012

II-14

EXHIBITS

Exhibit No.		Name of Document	Method of Filing
	1.1	Form of underwriting agreement for debt securities of AngloGold Ashanti Limited	*
	1.2	Form of underwriting agreement for guaranteed debt securities of AngloGold Ashanti Holdings plc	*
	1.3	Form of underwriting agreement for guaranteed debt securities of AngloGold Ashanti Holdings Finance plc	*
	1.4	Form of underwriting agreement for ordinary shares of AngloGold Ashanti Limited	*
	1.5	Form of distribution agreement	*
	3.1	Memorandum and Articles of Association of AngloGold Ashanti Limited (last amended May 25, 2011)	Filed herewith
	4.1	Proposed form of debt indenture between AngloGold Ashanti Limited and The Bank of New York Mellon, as trustee	Incorporated by reference to Exhibit 4.1 to AngloGold Ashanti Limited and AngloGold Ashanti Holdings Finance plc's Registration Statement on Form F-3 (Nos. 333-161634 and 333-161634-01) filed on August 31, 2009
	4.2	Indenture for guaranteed debt securities among AngloGold Ashanti Holdings plc, as issuer, AngloGold Ashanti Limited, as guarantor, and The Bank of New York Mellon, as trustee, dated as of April 28, 2010	Filed herewith
	4.3	Form of 5.375% Notes due 2020 and related Guarantee	Incorporated by reference to Exhibit 99(C) to AngloGold Ashanti Limited and AngloGold Ashanti Holdings plc's Registration Statement on Form 8-A (Nos. 001-14846 and 001-34725) filed on April 28, 2010
	4.4	Form of 6.50% Notes due 2040 and related Guarantee	Incorporated by reference to Exhibit 99(C) to AngloGold Ashanti Limited and AngloGold Ashanti Holdings plc's Registration Statement on Form 8-A (Nos. 001-14846 and 001-34725) filed on April 28, 2010
	4.5	Indenture for guaranteed debt securities among AngloGold Ashanti Holdings Finance plc, as issuer, AngloGold Ashanti Limited, as guarantor, and The Bank of New York Mellon, as trustee, dated as of September 22, 2010	Incorporated by reference to Exhibit 99(D) to AngloGold Ashanti Limited and AngloGold Ashanti Holdings Finance plc's Registration Statement on Form 8-A (Nos. 001-14846 and 001-34881) filed on September 22, 2010

II-15

Exhibit No.		Name of Document	Method of Filing
	4.6	First Supplemental Indenture for guaranteed debt securities among AngloGold Ashanti Holdings Finance plc, as issuer, AngloGold Ashanti Limited, as guarantor, and The Bank of New York Mellon, as trustee, dated as of September 22, 2010	Incorporated by reference to Exhibit 99(E) to AngloGold Ashanti Limited and AngloGold Ashanti Holdings Finance plc's Registration Statement on Form 8-A (Nos. 001-14846 and 001-34881) filed on September 22, 2010
	4.7	Form of 6.00% Mandatory Convertible Subordinated Notes due 2013 and related Guarantee	Incorporated by reference to Exhibit 99(C) to AngloGold Ashanti Limited and AngloGold Ashanti Holdings Finance plc's Registration Statement on Form 8-A (Nos. 001-14846 and 001-34881) filed on September 22, 2010
	4.8	Second Supplemental Indenture for guaranteed debt securities among AngloGold Ashanti Holdings Finance plc, as issuer, AngloGold Ashanti Limited, as guarantor, and The Bank of New York Mellon, as trustee, dated as of October 18, 2010	Filed herewith
	4.9	Form of senior fixed rate redeemable or non-redeemable note	*
	4.10	Form of guaranteed fixed rate redeemable or non-redeemable note	*
	4.11	Form of ordinary share certificate for AngloGold Ashanti Limited	Filed herewith
	4.12	Form of ordinary share warrant agreement	*
	4.13	Form of ordinary share warrant certificate	*
	4.14	Form of subscription agreement to exercise rights to purchase ordinary shares	*
	4.15	Form of rights certificate to purchase ordinary shares	*
	4.16	Amended and Restated Deposit Agreement dated as of June 3, 2008 among AngloGold Ashanti Limited, The Bank of New York Mellon as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Shares issued thereunder	Incorporated by reference to Exhibit 1 to AngloGold Ashanti Limited's Registration Statement on Form F-6 (No. 333-159248) filed on May 14, 2009
	4.17	Form of American Depositary Receipt	Included as Exhibit A to Exhibit 4.16
	5.1	Opinion of Cravath, Swaine & Moore LLP, U.S. counsel	Filed herewith
	5.2	Opinion of Edward Nathan Sonnenbergs, South African counsel	Filed herewith

II-16

Exhibit No.		Name of Document	Method of Filing
	5.3	Opinion of Cains Advocates Limited, Isle of Man counsel	Filed herewith
	23.1	Consent of Ernst & Young Incorporated, independent registered public accounting firm	Filed herewith
	23.2	Consent of KPMG Inc., independent registered public accounting firm	Filed herewith
	23.3	Consent of Cravath, Swaine & Moore LLP	Included as part of Exhibit 5.1
	23.4	Consent of Edward Nathan Sonnenbergs	Included as part of Exhibit 5.2
	23.5	Consent of Cains Advocates Limited	Included as part of Exhibit 5.3
	24	Powers of Attorney of the registrants	Included on the signature pages
	25.1	Statement of eligibility of The Bank of New York Mellon, as trustee, under the Trust Indenture Act of 1939 on Form T-1 relating to the AngloGold Ashanti Limited debt indenture	Filed herewith
	25.2	Statement of eligibility of The Bank of New York Mellon, as trustee, under the Trust Indenture Act of 1939 on Form T-1 relating to the AngloGold Ashanti Holdings plc guaranteed debt indenture	Filed herewith
	25.3	Statement of eligibility of The Bank of New York Mellon, as trustee, under the Trust Indenture Act of 1939 on Form T-1 relating to the AngloGold Ashanti Holdings Finance plc guaranteed debt indenture	Filed herewith
	99.1	Trust Deed for guaranteed debt securities among AngloGold Ashanti Holdings Finance plc, as issuer, AngloGold Ashanti Limited, as guarantor, and The Law Debenture Trust Corporation p.l.c., as trustee, dated as of May 22, 2009	Filed herewith

*

To be filed on a Form 6-K depending on the nature of the offering, if any, and incorporated herein by reference.

II-17

EX-3.1

Exhibit 3.1

Amendments included in this Memorandum and Articles of Association was approved by shareholders at the annual general meeting held on 11 May 2011

Form CM2

REPUBLIC OF SOUTH AFRICA

COMPANIES ACT 1973

MEMORANDUM OF ASSOCIATION

of a Company having a share capital

[Section 54(1); Regulation 17(1) and 17(2)1]

Registration No. of Company

1944/017354/06

Paste revenue receipt here or affix revenue stamps here or impress revenue franking machine impression here

1.Name

(a)The name of the Company is

AngloGold Ashanti Limited

(b)The name of the Company in the other official language of the Republic is

N/A

(c)The shortened form of the name of the Company is

N/A

Reproduced under Government Printer’s Copyright Authority 9836 dated 14 July 1994

REPUBLIC OF SOUTH AFRICA

COMPANIES ACT 1973

Form CM 2A

2.Purpose describing the main business

The main business which the Company is to carry on:

“gold exploration, the mining and production of gold, the manufacturing, marketing and selling of gold products and the development of markets for gold”

3.Main object

The main object of the Company is:

“To engage in all aspects of the business of gold exploration, the mining and production of gold, the manufacturing, marketing and selling of gold products and the development of markets for gold”

4.Ancillary objects excluded

The specific ancillary objects, if any, referred to in section 33(1) of the Act, which are excluded from the unlimited ancillary objects of the Company

N/A

5.Powers

(a)The specific powers or part of any powers of the Company, if any, which are excluded from the plenary powers or the powers set out in Schedule 2 of the Act

N/A

(b)The specific powers or part of any specific powers of the Company set out in Schedule 2 to the Act, if any, which are qualified under section 34 of the Act

N/A

6.Conditions

Any special conditions which apply to the Company and the requirements, if any, additional to those prescribed in the Act for their alteration

N/A

REPUBLIC OF SOUTH AFRICA

COMPANIES ACT 1973

Form CM 2B

7.Pre-incorporation contracts (if any)

NIL

8.Capital

(a)Par value: The share capital of the Company is  152,120,000  rand, divided into:

(i)600,000,000  ordinary par value shares of 25 cents each (1)(3);  and

(ii)2,000,000 A redeemable preference par value shares of 50 cents each;  and

(iii)5,000,000  B redeemable preference par value shares of 1 cent each; and

(iv)4,280,000 E ordinary par value shares of 25 cents each (2).

(b)No par value:

(i)The number of no par value ordinary shares is NIL;

(ii)the number of no par value preference shares is NIL; and

(iii)the number of redeemable no par value preference shares is NIL.

(1)With effect from close of business on 24 December 2002, the Company’s ordinary shares were sub-divided on a two for one basis, which resulted in the authorised ordinary share capital being amended from 200,000,000 ordinary par value shares of 50 cents each to 400,000,000 ordinary par value shares of 25 cents each.  The sub-division of the ordinary share capital of the Company was approved by members, in general meeting on 5 December 2002 — Special Resolution No. 2, and registered by the Registrar of Companies on 10 December 2002.

(2)The creation of the E ordinary shares in the capital of the Company was approved by members, in general meeting on 11 December 2006 — Special Resolution No. 1, and registered by the Registrar of Companies on 11 December 2006 and increased the capital of the Company by R1,070,000.

(3)Ordinary share capital increased by 200,000,000 ordinary shares from 400,000,000 ordinary shares to 600,000,000 ordinary shares by special resolution approved by members at the annual general meeting held on 15 May 2009 — Special Resolution No. 1, and registered by the Registrar of Companies on 2 June 2009.

FORM CM44A

REPUBLIC OF SOUTH AFRICA

COMPANIES ACT, 1973

ARTICLES OF ASSOCIATION

of a Company having a share capital

not adopting Schedule 1

[Section 60(1); Regulation 18]

Registration No. of Company

1944/017354/06

Name of Company

AngloGold Ashanti Limited

A.The articles of Table A or Table B contained in Schedule 1 to the Companies Act, 1973, shall not apply to the Company.

B.The articles of the Company are as follows:

Reproduced under Government Printer’s Copyright Authority 9836 dated 14 July 1994

ARTICLES OF ASSOCIATION

INDEX

	Article No	Page No
ACCOUNTS
Annual general meeting, to be considered at	48	21
Balance sheet and accounts with directors’ and auditors’ reports to be sent to each member prior to annual general meeting	132	47
Inspection of, by directors only	131	46
Proper accounts to be kept	130	46
re-opening of, not permissible after being laid before annual general Meeting	135	48
Stock Exchanges, accounts to be sent to	132	47
Where books of accounts to be kept	131	46
ACQUISITION OF OWN SECURITIES	35.6	16
ACT, Companies Act, 1973, as amended, defined	2	1
ADJOURNMENT OF MEETINGS	45; 52; 54	20; 22
ALLOTMENT, renunciations of	24	12
ALTERATIONS OF CAPITAL (see Capital)
ALTERATIONS OF MEMORANDUM (see Memorandum)
ALTERNATE DIRECTORS (see Directors)
ANNUAL FINANCIAL STATEMENTS	132	47
ANNUAL GENERAL MEETINGS (see Meetings, General)
ARTICLES, These articles, definition of	2	1
AUDITORS, (see Independent External Auditors)

i

	Article No	Page No
AUTHENTICATION OF DOCUMENTS (see Documents)
BORROWING POWERS
Directors’ borrowing powers	97	37
Manner of securing borrowed money	97	37
BUSINESS OF COMPANY
Directors may undertake all branches of	94	36
Management and control of, vested in directors	95	36
Directors may arrange for any branch of to be carried on through any subsidiary	96	36
CAPITAL (SHARES)
Cancellation of shares not taken	35.5	16
Consolidation and division, of	35.1	15
Conversion of, having a par value into stated capital	35.7; 35.8	16
Increase of	32; 35.2	14; 15
Fractions on consolidation of	36	17
Modifying rights attached to different classes of shares in	35.5	16
New shares considered part of present capital	33	15
Redeemable preference shares, Company may issue	8	7
Reserve at Company’s disposal	6	6
Subdivision of	35.4	16

ii

	Article No	Page No
CAPITALISATION OR BONUS ISSUE (see Reserves)
CAPITAL REDEMPTION RESERVE FUND	126; 128	45; 46
CERTIFICATES
Balance certificates, member entitled to	12	8
Definition of	2	1
Issue of, member entitled to within one month of allotment or 21 days after lodgement of transfer	12	8
Joint holders, one certificate for	14	9
lost or defaced certificates, replacement of	13	9
numbering of, if applicable	12	8
payment for, after the first, as the directors shall from time to time determine	12	8
signing of	11	7
Transfer offices, any of, may issue	17	10
CHAIRMAN
Casting vote of
-   at directors’ meetings	107	40
-   at general meetings	58	24
CLOSING OF REGISTERS	16	9
COMMISSIONS AND BROKERAGE on share issues
Company may pay	9	7
CONSOLIDATION OF SHARES	35.1	15

iii

	Article No	Page No
CONSTITUTION
Tables “A” & “B” not to apply	1	1
CONVERSION OF SHARES INTO STOCK	28	13
DEBENTURES
Debentures, creation, transfer of and certificates for	97	37
DEFINITIONS	2	1
DIRECTORS
Absence from meetings, effect of	75.7	30
Alternate	85	33
Appointment of, additional: by company	89	35
by directors	92	35
casual vacancies, how filled	92	35
contracts with Company by	79	31
declarations of interests by	79	31
definition of	2	1
insolvency of, effect	75.1	29
disqualification of	75.5	30
fees, expenses, travelling and other, payment of	74	29
interests in contracts with Company	79; 80	31
lunacy of, effect	75.2	29
Managing (see Executive Officers)
May be directors of Company’s subsidiaries or associates	77	30
Number of	72	29

iv

	Article No	Page No
DIRECTORS (continued)
Other office of profit, may hold	76	30
Powers of (see Powers of Directors)
Proceedings of (see Proceedings of Directors)
Professional capacity, director may act in	78	30
Quorum, when director personally interested may count in	81	31
Removal of, by ordinary resolution	75.4	29
Remuneration, by ordinary resolution	73	29
Remuneration, for special services	74	29
Request to resign, from all other directors, effect of	75.3	29
Resignation of	75.6	30
Resolutions in writing	109	40
Rotation and retirement of (see Rotation of Directors)
Vacancies, power to fill/act	89; 92	35
Vacation of office, compulsorily, by	75	29
Validity of acts	111	41
Voting by, when personally interested	82	32
Voting powers of Company in other companies, exercised by directors	84	32
DIVIDENDS AND PAYMENTS TO MEMBERS
Apportionment of	117	42
Company cannot increase , but may decrease directors’ recommendation on	118	42
Currency of	117	42

v

	Article No	Page No
DIVIDENDS AND PAYMENTS TO MEMBERS (continued)
Date for payment of	116	42
Declaration of, Company or directors may make	117	42
Delegation of Company’s obligation in respect of, to its bankers	120	43
Foreign currency, payment in	124; 129	44; 46
Joint holders, payment to	122	43
Legal incapacity of member, dividend rights on	27	13
Method of payment of dividend	122; 123	43; 44
Rescission before payment of	117	42
to whom payable	122	43
unclaimed dividends, forfeiture of	119	43
DOCUMENTS
Authentication of	115	42
Electronic archiving of	114	41
ELECTRONIC MAIL
Definition of	2	1
Notices by	136	48
E ORDINARY SHARES
Conditions attaching to	147	59
EXECUTIVE OFFICERS	101;102;103	38; 39

vi

	Article No	Page No
FINANCIAL STATEMENTS (see Annual Financial Statements)
FRACTIONS
Capitalisation or bonus issue, on	127	45
Consolidation, on	36	17
Distribution of surplus profits, arising on	127	45
GAZETTE
Government Gazette defined	2	1
GENERAL MEETINGS
Accidental omission to give notice of; or delay or non-receipt of notice of	47	20
Adjournment of	45; 52; 54	20; 22
Annual, holding of	42	19
Chairman of (and casting vote)	53; 58	22; 24
General meeting, convening of by directors or on requisition	43	19
Lack of quorum	52	22
Notice of	46	20
Place and time of	42	19
Poll at	59	24
Postponement, cancellation of	45	20
Proceedings at (see Proceedings at General Meetings)
Proxies (see Proxies)
Quorum for	50	21
Representation of corporation at	51	22

vii

	Article No	Page No
GENERAL MEETINGS (continued)
Separate meeting place	55	23
Special business:
-  definition of	48	21
-  notice of	46	20
votes of members (see Votes of Members)
when general meetings to be held	42; 43; 44	19
INCREASE OF CAPITAL	32	14
INDEMNITY AND RESPONSIBILITY
Company’s indemnity to directors and officers	143	51
non-liability of directors or other officials of Company for each other	144	52
INDEPENDENT EXTERNAL AUDITORS	133; 134; 135	48
INTERPRETATION
Tables “A” & “B” not applicable	1	1
Words in articles to mean same as in Act	2	1
IN WRITING
Definition of	2	1
JOINT HOLDERS
Certificate	12	8
Notice to	137	50
Votes	65	26

viii

	Article No	Page No
LEGAL INCAPACITY
Definition of	2	1
LIABILITY OF DIRECTORS AND OFFICERS	144	52
LOCAL OR DIVISIONAL BOARDS, AGENTS AND COMMITTEES OF THE BOARD
Attorneys and agents, directors may appoint	99	38
Committees, directors may delegate to	100	38
Local boards and agencies, directors may appoint	98	37
Proceedings of, same as for directors	110	40
MANAGEMENT AND CONTROL OF BUSINESS OF COMPANY	95	36
MANAGING AND EXECUTIVE DIRECTORS AND MANAGERS
Appointment of, by directors	101	38
Powers of	103	39
Remuneration of	74	29
Retirement by rotation, liability for	102	38
MEETINGS, GENERAL (see General Meetings)
MEMBERS
Certificate, entitlement to	12	8
Death, or insolvency — transmission of shares on	25; 26	12
Definition of	2	1
Demand for a poll by	56	23

ix

	Article No	Page No
MEMBERS (continued)
Financial statements — rights to receive	132	47
Inspection of books by	131	46
Notices to	136	48
Proxy, appointment of	66;67;68;69	26;
Register of (see Register of Members)
Transfer of shares (see Transfer of Shares)
Votes of	63; 64; 65	25; 26
MEMORANDUM
Alteration of	35.9	16
MEMBERS, VOTES OF (see Votes of Members)
MINUTE BOOK
to be considered prima facie evidence of proceedings at general meetings	62	25
MODIFICATION OF RIGHTS
class meetings for	39	18
new shares ranking pari passu, not a modification of existing rights	40	19
written consent for	39	18
MONTH
Definition of	2	1
NOTICES
Accidental omission to give, or delay or non-receipt of	47	20
Address of member for service of	136	48

x

	Article No	Page No
NOTICES (continued)
Advertisement of	136	48
Binding on successors in title to securities	138	50
Deemed receipt of	136.2	50
Definition of	2	1
Directors’ meetings, of	136	48
Effect of accidental omission to give	141	51
How days of notice of general meeting to be counted	46	20
Joint holders, to	137	50
Legal incapacity, notice valid despite member under	139	50
Manner of giving	136	48
Member’s right to receive	136	48
on whom binding	139	50
period of	140	51
Stock Exchanges, notices of general meetings to be given to	136	48
Time when notice deemed served	136.2	50
ODD-LOT OFFERS	38	18
OFFICE
Definition of	2	1
PAYMENTS TO MEMBERS	116	42
in foreign currency	124; 129	44; 46
POLL	57	24

xi

	Article No	Page No
POWERS OF DIRECTORS
Alternate directors, power to appoint	85	33
Borrowing powers	97	37
Branch or subsidiaries, directors may conduct business through	94	36
Capitalisation or distribution of profits	127	45
co-option to board, by directors	92	35
delegation to committee any of their powers	100	38
documents, authentication of	115	42
local boards and committees, power to appoint (See Local, Divisional Boards, Agents and Committees of the Board)
management of business of Company vested in directors	95	36
pensions to directors, ex-directors, officers, employees andfamilies, directors may pay	91	35
quotation of Company’s shares on Stock Exchanges, power of directors to obtain	93	35
PREFERENCE SHARES
Conditions attaching to A	146.2	53
Conditions attaching to B	146.3	55
PROCEEDINGS AT GENERAL MEETINGS
Adjournment of general meetings, and notice of adjournment	45; 52; 54	20; 22

xii

	Article No	Page No
PROCEEDINGS AT GENERAL MEETINGS (continued)
Casting vote of chairman	58	24
Chairman of general meetings	53	22
Chairman’s declaration of result on show of hands conclusive evidence	56	23
General nature of business to be disclosed in notice convening	49.1	21
Minutes of (see Minutes)
no amendment of resolution proposed without approval	49.2	21
objections to voting or voter at	61	24
procedure if no quorum	52	22
procedure if poll demanded	59	24
Quorum at general meetings	50	21
Representation of corporation at	51	22
Resolutions at, passed on show of hands unless poll demanded	56	23
Result of poll deemed to be resolution	57	24
Separate meeting place	55	23
Scrutineers, to conduct poll	60	24
Special and ordinary business, definition of	48	21
Votes, admission or rejection of	61	24
PROCEEDINGS OF DIRECTORS OR COMMITTEES
acts of directors or committees valid notwithstanding defective appointment	111	41

xiii

	Article No	Page No
PROCEEDINGS OF DIRECTORS OR COMMITTEES (continued)
appointment of committees (see Local Boards, Agents and Committees)
chairman and deputy chairman, election of	106	40
chairman’s casting vote	107	40
convening of meetings of	104	39
directors’ resolutions signed by all available directors	109	40
held by alternative means of communication/media	112	41
meetings of directors, procedure at	104	39
meeting may exercise all directors’ powers	108	40
notice of	136	48
quorum	104	39
vacancies, meeting only for filling if below minimum	105	39
voting at	107	40
PROFITS
Directors powers on capitalisation or distribution of	127	45
PROXIES
Depositing at branch office outside South Africa	69.6; 70	27; 28
Instrument appointing a proxy may be created by electronic or other means	69	26
Entitled to vote on poll only	67	26
Form of proxy instrument	69	26
Legal incapacity of member, validity of proxy after	71	28
May confer power of delegation or sub-delegation	69	26

xiv

	Article No	Page No
PROXIES (continued)
Member of Company, proxy need not be	67	26
Must be received 48 hours before meeting	69	26
Several proxies, member may appoint	66	26
Valid for maximum of 6 months	69	26
Validity at adjourned meetings	69	26
QUORUM
Directors’ meetings	104	39
General meetings	50	21
REGISTER OF MEMBERS
Closing of	16	9
Branch, directors may open	15	9
Definition of	2	1
Main register, to be kept	15	9
Registers, main or branch, closing of	16	9
sub-register, definition of	2	1
REQUISITION OF GENERAL MEETING	43	19
RESERVES
Capitalisation of (for capitalisation or bonus issue)	126	45
Directors may set aside profits to	125	44
Fractions on distribution of	127	45
Investment of	125	44
use of	125	44

xv

	Article No	Page No
RESOLUTION IN WRITING SIGNED BY DIRECTORS	109	40
ROTATION OF DIRECTORS
Notice of intention to propose a person as director	87	34
Number to retire at Annual General Meeting	86	33
Retiring directors eligible for re-election	87	34
Vacated offices to be filled at general meetings	88	88
When retiring directors may continue in office	87	34
Who to retire by rotation	86	33
SECRETARY
Appointment of	113	41
Definition of	2	1
SECURITIES
Acquisition of own by the Company	35	15
Allotment of	6	6
Certificated, definition of	2	1
Certificates for (see Certificates)
Commission on issue of	9	7
Consolidation of	35	15
Control of unissued	6	6
Definition	2	1
Fractions of (see Fractions)

xvi

	Article No	Page No
SECURITIES (continued)
General meeting to determine rights attaching to	7	6
Issue of, as Company in general meeting may determine	7	6
Joint holders	14	9
Legal incapacity of member, title to share	26	12
Modifying rights attached to different classes of	39	18
Numbering of, if applicable	12	8
Power to pay commissions for subscription of shares preference (see Preference Shares)	9	7
Redeemable preference, power to create	8	7
Registered holders only recognised	10	7
Subdivision and consolidation of (see Capital (Share)
Transfers of certificated (see Transfer of Securities)
Transmission of certificated, on death of member	25	12
Uncertificated	2	1
SHARE CAPITAL (see Capital)
SHAREHOLDERS (see Members)
SHAREHOLDERS’ MEETINGS (see General Meetings)
SHARE PREMIUM ACCOUNT
Capitalisation or distribution of	126; 128	45; 46
SUB-DIVISION OF SHARES	35.4	16
TRANSFER OFFICE
Definition of	2	1

xvii

	Article No	Page No
TRANSFER OFFICE (continued)
to be kept at places decided by directors	17	10
TRANSFER OF SECURITIES
Instrument of transfer, form of	19	10
Member may transfer in common form	18	10
Office to which transfer form must be sent	18	10
Power of directors to refuse to register transfer in other circumstances	21	11
Powers of attorney to remain in force until written notice of revocation	23	11
Refusal of directors to register, notice of to be given	22	11
Renunciations of allotment	24	12
Securities of deceased members	18	10
Signatures, on instruments of transfer	19	10
Transfer deed, form of	18	10
Transfer instrument, to be retained by Company	20	11
Transfers to be signed by transferor, by transferee only when required	19	10
TRANSFER SECRETARY
Definition of	2	1
TRANSMISSION OF CERTIFICATED SECURITIES
Deceased member, only executors or administrators recognised	25	12
Joint holders, only survivors of recognised	25	12
Person becoming entitled through legal incapacity of member, rights to transfer and vote	26	12

xviii

	Article No	Page No
TRANSMISSION OF CERTIFICATED SECURITIES (continued)
Persons becoming entitled through legal incapacity of member, rights to dividend	27	13
TRUSTEES, PAYMENTS TO	123	44
TRUSTS
Company not bound to recognise trusts of shares	10	7
UNCERTIFICATED SECURITIES	146	53
UNCLAIMED DIVIDENDS	119	43
VOTES OF MEMBERS
Body corporate member, voting by representative	64	25
Joint holders	65	26
Poll, on	63	25
Proxies (see Proxies)
Show of hands, on	63	25
Special provisions as to (if any)	63	25
Validity of votes by proxy (see Proxies)
When member is a body corporate	64	25
WAIVER BY STOCK EXCHANGE	145	52
WINDING-UP
Authority of liquidators to distribute assets	142	51
How assets are to be distributed	142	51
YEAR
Definition of	2	1

xix

TABLES A AND B

1.Neither the regulations of Table “A” nor of Table “B” contained in Schedule I to the Companies Act, 1973 or in any consolidation or re-enactment thereof shall apply to the Company.

INTERPRETATION

2.The headnotes to these articles are for reference purposes only and shall not affect the interpretation or construction thereof.  In the interpretation of these articles, if not inconsistent with the subject or context, the words standing in the first column of the following table shall bear the meanings set opposite to them respectively in the second column hereof:

WORDS	MEANINGS
Act	the Companies Act, 1973, as amended from time to time or any re-enactment thereof.
articles	these articles of association as now framed or as from time to time altered by special resolution.
CAS Act	the Custody and Administration of Securities Act, 1992, as amended from time to time.
certificate	a certificate evidencing title to securities.
certificated securities	securities evidenced by a certificate.
CSD	a central securities depository as defined in the CAS Act.

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directors	the directors for the time being of the Company and the alternate directors thereof or, as the case may be, the directors assembled as a board at which a quorum is present.
electronic mail	includes, but is not limited to, information generated, displayed, sent, received or stored by electronic means, including websites, electronic data exchange and electronic mail, as determined by the directors from time to time.
Gazette	the Government Gazette of South Africa.
in writing	written or produced by any substitute for writing or partly written and partly so produced and including printing, typewriting or lithography or any other mechanical process or partly one and partly another.
legal incapacity	death; insolvency; or judicial management or liquidation, or placing under curatorship by reason of insanity or prodigality; infancy or minority; or marriage of a female member subject to the marital power (whether in community of property or out of community of property); or any other event which satisfies the directors that a member is deprived of his legal capacity to act and that it is vested in some other person.
member	the registered holder of a share in the Company.
month	calendar month.

2

notices	includes, but is not limited, to any one or more of the following- annual reports, circulars, dividend notices, interest notices, interim reports, listings particulars, proxy forms, quarterly reports and any such other information as the Company may wish to distribute to such persons as are entitled to receive same, in accordance with the provisions of these articles and/or the Act and/or the rules of any stock exchange upon which any shares of the Company are listed or quoted.
office	the registered office of the Company.
paid up	paid up or credited as paid up.
participant	a depository institution accepted by a CSD as a participant in terms of the CAS Act.
proxy	a person duly appointed in accordance with these articles to represent a member at any meeting or adjourned meeting.
proxy instrument	a written instrument appointing a proxy whether in terms of a form of proxy, power of attorney or other document, complying with article 69.
register	the register of members of the Company and any branch register kept by the Company pursuant to these articles.

3

secretary	the secretary of the Company for the time being or any person duly authorised thereto by the directors acting in the place of such secretary for the time being or any person appointed by the directors to perform any of the duties of the secretary; or any person duly authorised to represent a body corporate or a partnership which is the secretary of the Company.
securities	shares, debentures and/or other securities of the Company.
South Africa	the Republic of South Africa as constituted from time to time.
Statutes	the Act and every Ordinance or Act from time to time in force concerning companies and affecting the Company.
sub-register	the record of uncertificated securities administered and maintained by a participant (which forms part of the register).
transfer office	the office and any office maintained for the purpose of receiving for registration transfers of shares, debentures or other securities of the Company.

4

transfer secretary	any person appointed by the directors to act for the time being in place of or in addition to the secretary for the purpose of registering transfers of shares, debentures or other securities of the Company, keeping registers and other records required by the Act to be kept at the office or the transfer office and issuing certificates of title to shares, debentures or other securities of the Company and any person appointed to be a secretary to any local committee under article 17 hereof; or any person duly authorised to represent a body corporate which is the transfer secretary of the Company.
uncertificated securities	securities transferable without a written instrument and which are not evidenced by a certificate.
year	calendar year.

3.Words importing the singular number only shall include the plural number and vice versa.

Words importing the masculine gender only shall include the feminine gender.

Words importing persons shall where the context so admits include firms and bodies corporate.

4.The expression “share” shall where the context so admits include debentures, options and other securities.

The expression “dividend” shall where the context so admits include bonus; but shall not, unless otherwise resolved by the Company in general meeting, include any amount capitalised under articles 126 and 127.

The expression “meeting” shall include adjourned meeting.

5

The expression “sign” or “signature” includes respectively lithography, printing and names impressed with a rubber or other kind of stamp or by any mechanical means.

Reference to any provision of the Act shall be construed as a reference to such provision as modified or re-enacted by any Statute for the time being in force.

5.Subject to articles 2, 3 and 4, any words or expressions defined in the Act, shall, if not inconsistent with the subject or context, bear the same meaning in these articles.

SHARES

6.Subject always to the provisions of Sections 221 and 222 of the Act, the listings requirements of any stock exchange on which the shares of the Company are listed or quoted and these articles, any shares for the time being unissued (whether forming part of the original or any increased capital) shall, subject as hereinafter provided, only be disposed of or dealt with in such manner as the Company in general meeting may have directed or may direct, but so that the Company in general meeting may resolve that all or any of such shares shall be at the disposal of the directors, who may in such event allot, grant options over, or otherwise deal with or dispose of them to such persons at such times, and generally on such terms and conditions, and for such consideration, whether payable in cash or otherwise, as they may think proper; but so that no shares shall be issued at a discount except in accordance with Section 81 of the Act.

7.Without prejudice to any special rights previously conferred on the holders of existing shares and subject to any provisions of these articles, any share in the Company may be issued with or have attached thereto such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, return of share capital or otherwise, and (subject as provided by the Act) such limited or suspended rights to voting as the Company in general meeting may from time to time determine; provided that the Company may by resolution passed at a general meeting direct that shares shall be issued by the directors on such terms and conditions, and with such rights, privileges or restrictions attached thereto as the directors may determine.

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8.Subject to the provisions of Section 98 of the Act, the conditions of issue of any preference shares may, with the sanction of a special resolution, provide or may be varied so that they are, or at the option of the Company are to be liable, to be redeemed on such terms and in such manner as the Company may by such or subsequent special resolution determine.

9.The Company may exercise the powers of paying commissions conferred by Section 80 of the Act; provided that the rate or amount of the commission paid or agreed to be paid and the number of shares which persons have agreed for a commission to subscribe absolutely or conditionally will be disclosed in the manner required by the said section, and that such commission shall not exceed 10% (ten per centum) of the price at which the shares in respect whereof the same is paid are issued.  Such commission may be satisfied by the payment of cash.  The Company may also on any issue of shares pay such brokerage as may be lawful.

10.No person shall be recognised by the Company as holding any security upon any trust, and no notice of any trust expressed or implied or constructive shall be entered in the register or be receivable by the Company, and the Company shall not, except as otherwise provided by these articles or by the Statutes or by any Order of a Court of competent jurisdiction, be bound by or compelled in any way to recognise any equitable, contingent, future, partial or representative interest in any security or any right in or in respect of any security, other than an absolute right to the entirety thereof in the registered holder and such other rights in case of transmission thereof as are hereinafter mentioned.

CERTIFICATES

11.Certificates in respect of certificated securities shall be issued under the authority of the directors or of a local committee or board when authorised thereto by the directors, in such manner and form as the directors may from time to time prescribe,

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and shall (subject as hereinafter provided) bear the autographic signatures of two directors or of one director and one officer authorised thereto by the directors; or of two members of a local committee or board or of one member and the secretary of such local committee or board, provided that:

11.1the directors may by resolution determine either generally or in any particular case or cases that the signatures of such directors or director and officer or members or member and secretary (or any of them) need not be autographic but may be in any other form;

11.2the directors and the Company shall comply with Sections 94 and 126 of the Act.

For the purposes of this article only the expression “sign” or “signature” shall not include names impressed with a rubber or other kind of stamp.

12.Every person whose name is entered as a member in the register shall be entitled, without payment, to receive within one month after allotment or twenty-one days after lodgement for transfer of one certificate for all his certificated securities of any one class, or several certificates each for one or more of his certificated securities of such class upon payment of such sum for every certificate after the first, as the directors shall from time to time determine.  Every certificate of certificated securities shall specify the number of shares in respect of which it is issued and the amount paid up thereon at the date of issue.  In the case of a member who has transferred a part of his holding of certificated securities of any class he shall be entitled to receive a certificate free of charge for the balance of his holding, provided that notwithstanding anything herein contained or implied to the contrary where certificated securities are registered in the names of two or more persons they shall be treated as one member for the purposes of this article.

8

13.If a certificate be defaced, lost or destroyed, it may be replaced on payment of any stamp duty payable on the new certificate and on such terms (if any) as to evidence and indemnity and payment of the out-of-pocket expenses of the Company of investigating such evidence and, in the case of loss or destruction, of advertising the same, as the directors may think fit and, in the case of defacement, on delivery of the old certificate to the Company.

14.The certificate for certificated securities registered in the names of two or more persons shall be delivered to the person first named in the register in respect thereof, or to his authorised agent, and in case of the legal incapacity of any one or more of the joint registered holders of any shares, the survivor then first named in the register shall be the only person recognised by the Company as being entitled to such certificate, or any new certificate which may be issued in place thereof, provided always that the Company shall not be bound to register more than four persons as the holders of any certificated security.

REGISTER OF MEMBERS

15.The directors shall cause to be kept a register of members at the place and in the manner specified in the Statutes and may cause to be kept a branch register or registers in any foreign country or countries and, subject to the provisions of the Statutes, make and vary such regulations as they may think fit respecting the keeping of any such branch registers.

TRANSFER OF SECURITIES

16.The transfer books and register may upon notice being given by advertisement in the Gazette and a newspaper circulating in the district in which the office is situate, and in the case of any branch register in the manner required by the Statutes, be closed during such time as the directors may think fit, not exceeding in the whole sixty days in each year.

9

17.Transfer offices shall be maintained at such place or places whether in South Africa or elsewhere, as the directors may from time to time prescribe.  The directors may appoint local committees (to be designated “Registrars” or by such other title (if any) as the directors may think fit) whether in South Africa or elsewhere consisting of two or more individual persons or of a body corporate to whom the directors may delegate all or any of their powers, authorities and discretions with regard to the registration of transfers, the keeping of registers and other records required by the Act to be kept at the office or the transfer office and the issuing of certificates and may appoint a person to be a secretary to such local committee or authorise such local committee to appoint a person to be its secretary.

18.Subject to the provisions of the law for the time being in force relating to stamp duty or duty upon the estates of deceased persons or to any other statutory restrictions on transfer and to the provisions of these articles any member may transfer all or any of his certificated securities (to the extent that such member is not prevented from doing so in terms of Section 91A of the Act), but every transfer must be in writing in the usual common form or in such other form as the directors may approve and must be left at the transfer office where the register of transfers relating to the security comprised therein is for the time being kept or at such other place as the directors may prescribe and accompanied (unless the directors either generally or in any particular case otherwise resolve) by the certificate for the securities to be transferred and such other evidence (if any) as the directors or other person in charge of such register may require to prove the title or capacity of the intending transferor or transferee or the rights of the intending transferor to transfer the securities;  provided that any transfer instruction given by telefax or electronic mail shall be regarded for this purpose as having been given in writing.

19.The instrument of transfer of a certificated security shall be signed by the transferor and the transferee, unless the signature of the transferee is not required:

19.1by any law from time to time in force in South Africa, or

10

19.2where the directors decide at their discretion to dispense therewith in such case or cases as they may deem fit.

20.The transferor shall be deemed to remain the holder of the certificated securities transferred until the name of the transferee is entered in the register in respect thereof.  All instruments of transfer in respect of certificated securities, when registered, shall either be retained by the Company or disposed of in such manner as the directors shall from time to time decide; but any instrument of transfer in respect of certificated securities, which the directors may decline to register shall (unless the directors resolve otherwise) be returned on demand to the person who delivered it.

21.The directors may decline to register any transfer of certificated securities unless:

21.1the instrument of transfer, duly stamped, is lodged with the Company, accompanied (unless the directors either generally or in any particular case otherwise resolve) by the certificate for the securities to which it relates, and such other evidence as the Company may reasonably require to show the right or capacity of the transferor to make the transfer and of the transferee to accept it; and

21.2the instrument of transfer is in respect of only one class of security;  or

21.3the transfer, if in respect of securities which are the subject of any of the Company’s incentive schemes, is permitted in terms of the incentive scheme concerned.

22.If the directors refuse to register a transfer they shall within thirty days after the date on which the instrument of transfer was lodged, send to the transferee notice of the refusal.

23.All powers of attorney or other authorities granted by members for the purpose of transferring or accepting the transfer of certificated securities, which may be lodged, produced or exhibited with or to the Company at the transfer office where the register of transfers relating to such securities is kept, shall, as between the Company

11

and the grantor of such powers or other authorities, be taken and deemed to continue and remain in full force and effect, and the Company may allow the same to be acted upon until such time as express notice in writing of the revocation (“the revocation notice”) of the same shall have been given and lodged at the place aforesaid.  Even after the giving and lodging of such revocation notice, the Company shall be entitled to give effect to any instrument signed under the authority and certified by any officer of the Company as being in order before the giving and lodging of such notice.  The Company shall not be bound to allow the exercise of any act or matter by an agent for a member or intending transferee of certificated securities unless a certified copy of such agent’s authority be produced and filed with the Company.

24.Nothing contained in these articles shall preclude the Company from recognising a renunciation of the allotment of any security by the allottee in favour of some other person.

TRANSMISSION OF CERTIFICATED SECURITIES

25.Subject always to the law for the time being in force relating to stamp duty or duty upon the estates of deceased persons, the executors or administrators of a deceased member (not being one of several joint holders) shall be the only persons recognised by the Company as having any title to a certificated security registered in the name of such member, and in the case of the death of any one or more of the joint holders of any certificated security, the survivors or survivor, or the executor or administrator of the deceased, shall be the only person or persons recognised by the Company as having any title to or interest in such certificated security, but nothing herein shall release the estate of a deceased joint holder, from any liability in respect of any certificated security jointly held by him.

26.Any person becoming entitled to a certificated security in consequence of the legal incapacity of a member, or by any lawful means otherwise than by transfer in accordance with these articles, upon producing such evidence as may sustain the character in respect of which he proposes to act under this article or of his title, as

12

the directors may think sufficient, may, with the consent of the directors (which they shall not be under obligation to give) either be registered himself as a member in respect of such certificated securities or elect to have some person nominated by him registered as the transferee thereof.  If the person so becoming entitled shall elect to be registered himself he shall deliver or send to the Company a notice in writing signed by him stating that he so elects.  If he shall elect to have his nominee registered he shall testify his election by executing to his nominee a transfer of such certificated security.  All the limitations, restrictions and provisions of these articles relating to the right to transfer and the registration of certificated securities shall be applicable to any such notice of transfer or registration under this article as if the legal incapacity or other means had not occurred and the notice of transfer were a transfer executed by the member.

27.Save as otherwise provided by or in accordance with these articles, a person becoming entitled to a certificated security in consequence of the legal incapacity of a member or by any lawful means otherwise than by transfer in accordance with these articles shall (upon supplying to the Company such evidence as the directors may reasonably require to show this title to the securities concerned) be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the certificated securities except that he shall not be entitled in respect thereof to exercise any right conferred by membership in relation to meetings of the Company until he shall have been registered as a member in respect of such securities.

CONVERSION OF SHARES INTO STOCK

28.The Company may from time to time by special resolution convert any paid-up shares into stock, and may reconvert any stock into paid-up shares of any denomination.

13

29.The holders of stock may transfer their respective interests therein or any part of such interests, in such manner as the directors or the Company in general meeting shall direct, but in default of any such direction, then in the same manner and subject to the same regulations as and subject to which any paid-up shares may be transferred, or as near thereto as circumstances will permit; but the directors may from time to time, if they think fit, fix the minimum amount of stock transferable, which shall not exceed the nominal amount of the shares from which the stock arose, and direct that fractions of such minimum shall not be dealt with, but with power, nevertheless at their discretion to waive such rules in any particular case.

30.The holders of stock shall according to the amount of the stock held by them have the same rights, privileges and advantages as regards participation in profits, voting at general meetings of the Company, and other matters, as if they held the shares from which the stock arose, but no such privilege or advantage (except participation in the profits and in assets on a reduction of capital or a winding up) shall be conferred by any amount of stock which would not, if existing in shares, have conferred such privilege or advantage.  No such conversion shall affect or prejudice any preference or other special privilege.

31.All such of the provisions of these articles as are applicable to shares shall apply to stock.

INCREASE AND REDUCTION OF CAPITAL

32.The Company may:

32.1from time to time by special resolution increase its capital by such sum divided into shares of such amount, or may constitute shares of no par value or may increase the number of its shares of no par value to such number, as the special resolution shall prescribe.

32.2increase its share capital constituted by shares of no par value by transferring reserves or profits to the stated capital, with or without a distribution of shares.

14

33.Except so far as otherwise provided by the resolution creating it, by the conditions of issue, or by these articles, any capital raised by the creation of new shares shall be considered part of the present capital and shall be subject to the provisions herein contained with reference to transfer and transmission, and otherwise as if it had been part of the present capital.

34.The Company may from time to time, subject to such requirements as may be imposed by the Act, the rules and requirements of any stock exchange on which the securities of the Company are or may be listed or quoted, by ordinary resolution, reduce, dispose of, distribute or otherwise deal with in any manner whatsoever, the Company’s share capital, share premium, stated capital, reserves and/or capital redemption reserve fund.

CONSOLIDATION, SUBDIVISION, ACQUISITION OF OWN SECURITIES, CONVERSION OF PREFERENCE SHARES, ALTERATION OF MEMORANDUM

35.The Company may from time to time by special resolution:

35.1consolidate and divide all or any part of its share capital into shares of larger amount than its existing shares, or consolidate and reduce the number of the issued shares of no par value;

35.2increase the number of its issued no par value shares without an increase of its stated capital;

35.3cancel any shares which, at the time of passing of the resolution in respect thereof, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled;

15

35.4subdivide its shares or any of them into shares of smaller amount than is fixed by or pursuant to its memorandum of association and so that the resolution whereby any share is subdivided, may determine that, as between the holders of the shares resulting from such subdivision one or more of the shares may have such preferred or other rights over, or may have such qualified or deferred rights, or be subject to any such restrictions as compared with the other or others as the Company has power to attach to unissued or to new shares;

35.5vary, modify or amend any rights attached to any shares whether issued or not (including the conversion of any shares into preference shares) subject to any consent or sanction required from the holders of that and/or any other class of shares under article 39;

35.6subject to the listings requirements of any stock exchange on which the securities of the Company are listed or quoted, approve the acquisition of securities issued by the Company or, if the Company is a subsidiary, issued by its holding company, which approval may be a general approval subject to the provisions of the Statutes or a specific approval for a particular acquisition;

35.7convert all its shares of one class having a par value into stated capital constituted by shares of no par value or such of its stated capital as is constituted by shares of no par value into share capital consisting of shares having a par value;

35.8convert any of its shares, whether issued or not, into shares of another class;

35.9alter the provisions of its memorandum of association with respect to the objects and powers of the Company.

16

36.Anything done in pursuance of article 35 shall be done in a manner provided and subject to any conditions imposed by the Act, so far as they shall be applicable, and so far as they shall not be applicable, in accordance with the terms of the special resolution authorising the same and, so far as such special resolution shall not be applicable, in such manner as the directors deem most expedient.  Whenever as the result of any consolidation or other transaction on the part of the Company, a fraction of a share is included in the holding of any member, the directors may in their discretion:

36.1direct that such fraction may be sold by some person appointed by the directors for that purpose and the proceeds thereof paid to such member.  When a fraction is sold as aforesaid the person so appointed to sell it shall be deemed to be authorised to make such sale the validity of which shall not be questioned;

36.2make a cash payment in lieu of such fraction;

36.3determine that such fraction may be disregarded in order to adjust the rights of all members;

36.4appoint a trustee or other person to deal with such fraction on behalf of the member concerned; or

36.5round up each fractional entitlement of a member to the nearest whole share by capitalising any amount available for distribution to members notwithstanding that not all of the members may participate in such capitalisation.

17

37.All unclaimed amounts due as a result of any acquisition of securities issued by the Company or, any consolidation or subdivision of capital or from any other cause (but excluding any unclaimed dividends) shall be held in trust by the Company until lawfully claimed by the member; provided that no such amount shall be lawfully claimable by the member unless claimed by no later than 3 years after it became due whereafter it shall be forfeited for the benefit of the Company.

ODD-LOT OFFERS

38.If, upon the undertaking of any odd-lot offer made by the Company in accordance with the requirements of any stock exchange on which the securities of the Company are listed or quoted, there are members holding less than 100 (or such other number as the directors may determine) ordinary securities (“odd-lots”), then unless such members have either elected to retain their odd-lots, to sell their odd-lots or to increase their odd-lots to holdings of 100 (or such other number as the directors may determine) ordinary securities in accordance with the terms of the odd-lot offer made by the Company, such members shall be deemed to have agreed to sell their odd-lot holdings (whether to the Company by way of a repurchase or otherwise) and the Company shall cause the odd-lots of such members to be sold or repurchased on such basis as the directors may determine and the Company shall account to such members for the proceeds attributable to them.

MODIFICATION OF RIGHTS

39.If at any time the capital by reason of the issue of preference shares or otherwise is divided into different classes of shares, all or any of the rights, privileges or conditions attached to any class of shares may, subject to the provisions of the Statutes, be modified in any way or abrogated:

39.1either with the consent in writing of the holders of at least three-fourths of the issued shares of that class;  or

18

39.2with the sanction of a resolution passed as if it were a special resolution of the Company at a separate general meeting of the holders of the shares of that class.  To every such separate general meeting all the provisions of these articles relating to general meetings of the Company shall mutatis mutandis apply except that the quorum shall be not less than two persons holding or representing by proxy not less than one-half of the issued shares of that class, but if at any adjourned meeting such quorum is not present the members present shall form a quorum;

provided that this article 39 is not by implication to curtail the power of modification which the Company would have if this article were omitted.

40.The creation or issue of additional preference shares ranking as to capital and dividend after the said preference shares and/or ordinary shares shall not be deemed to be a modification or variation of the rights of the holders of any preference shares in the Company.

41.The rights conferred upon the holders of the shares of any class shall not, unless otherwise expressly provided by the conditions of issue of such shares, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

GENERAL MEETINGS

42.The Company shall hold a general meeting as its annual general meeting as provided in Section 179 of the Act at such time and place as the directors may determine.

43.The directors may, whenever they think fit, convene a general meeting and a general meeting shall also be convened on requisition as provided in Section 181 of the Act.

44.Save for any general meeting convened by requisitionists as provided by Section 181 of the Act, all general meetings, all adjourned general meetings and all separate meetings of the holders of any class of shares shall be held at such time and place as the directors shall determine.

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45.Notwithstanding anything to the contrary contained in these articles and subject to the provisions of the Statutes, the directors may by notice to members postpone, cancel or change the place for holding a general meeting of which notice has been given, but:

45.1a meeting which is not convened by the directors;  or

45.2a meeting which is convened on the requisition of members

may not be postponed or cancelled without the prior written consent of person or persons who convened or requisitioned the meeting.

NOTICES OF GENERAL MEETINGS

46.Twenty-one days’ notice at least shall be given in the manner hereinafter mentioned to such persons as are, in accordance with the provisions of these articles entitled to receive such notices from the Company of any annual general meeting or a meeting called for the passing of a special resolution and fourteen days’ notice at least shall be so given of any other general meeting.  The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, day and time of the meeting and in the case of special business the general nature of such business.  Whenever notice of a meeting is given pursuant to this article the Company shall at the same time as such notice is given forward a copy thereof to the auditors of the Company and to the appropriate officer of any stock exchange upon which any shares of the Company are listed or quoted.

47.The accidental omission to give notice of a meeting or in cases where instruments of proxy are sent out with the notice, the accidental omission to send such instrument of proxy to, or the non-receipt or delay in receipt of notice of a meeting or such instrument of proxy by any person entitled to receive notice shall not invalidate the proceedings at that meeting.  Furthermore, a member who is present at a general meeting whether in person or by proxy, shall be deemed to have waived any objection which such member may have to the failure to give notice or proper notice of the meeting.

20

PROCEEDINGS AT GENERAL MEETINGS

48.All business shall be deemed special that is transacted at a general meeting other than an annual general meeting, and also all business that is transacted at an annual general meeting, with the exception of sanctioning or declaring a dividend, the consideration of the annual financial statements, the election of directors, the appointment of the Company’s independent external auditors, the placing under control of the directors,as a general authority, of the unissued securities and the authorising of the directors to issue the unissued securities for cash and such other business which might through usual commercial practices be regarded as ordinary business.

49.Subject to the provisions of the Statutes:

49.1no business may be transacted at a general meeting unless the general nature of the business is stated in the notice convening the meeting;  and

49.2except with the approval of the directors or the chairman of the meeting, no person may move any amendment to a proposed resolution, the terms of which are set out in the notice convening the meeting or to a document which relates to such a resolution and a copy of which has been made available to members for inspection.

50.Subject to the provisions of Section 199 of the Act in regard to the quorum for passing special resolutions, a quorum for a general meeting shall be three members entitled to vote, personally present, or if a member is a body corporate, represented, provided that if the Company is a subsidiary company there shall be no quorum unless one of those present or represented is a representative of the Company’s holding company.

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51.No business shall be transacted by any general meeting unless the requisite quorum be present when the meeting proceeds to business.  A body corporate, being a member of the Company, and present by a representative duly appointed in accordance with Section 188 of the Act, shall be deemed to be a member personally present for the purposes of these articles.

52.If within ten minutes from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved.  In any other case it shall stand adjourned to the same day in the next week(or if that be a public holiday to the next succeeding day other than a public holiday, a Saturday or a Sunday) at the same time and place or to such other day and at such other time or place as the chairman of the meeting shall appoint.  If at such adjourned meeting a quorum as defined is not present within ten minutes from the time appointed for holding the meeting, those members who are present in person and are entitled to vote shall be a quorum and may transact the business for which the meeting was called.

53.The chairman (if any) of the directors or, in his absence, the deputy chairman (if any) shall preside as chairman at every general meeting of the Company.  If there be no such chairman or deputy chairman, or if at any meeting neither the chairman nor the deputy chairman is present within ten minutes after the time appointed for holding the meeting, or if neither of them be willing to act as chairman, the directors present shall choose one of their number to act, or if one director only be present he shall preside as chairman if willing to act.  If no director be present, or if all the directors present decline to take the chair, the members present shall elect one of their number to be chairman.

54.The chairman may (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place.  Save as provided by Section 192 of the Act, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at any adjourned meeting.

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55.If the chairman considers that there is not enough room for the members who wish to attend the meeting, he or she may arrange for any person whom he or she considers cannot be seated in the main meeting room to observe or attend the meeting in a separate room.  Even if the members present in the separate room are not able to participate in the conduct of the meeting, the meeting will nevertheless be treated as validly held in the main room.  If a separate meeting place is linked to the main place of a general meeting by an instantaneous audio-visual communication device which, by itself or in conjunction with other arrangements:

55.1gives the general body of members in the separate meeting place a reasonable opportunity to participate in proceedings in the main place;

55.2enables the chairman to be aware of proceedings in the other place;  and

55.3enables the members in the separate meeting place to vote on a show of hands or on a poll,

a member present at the separate meeting place is taken to be present at the general meeting and entitled to exercise all rights as if he or she was present at the main place.

56.At a general meeting a resolution put to the vote of the meeting shall be decided by a show of hands unless a poll is (whether before or on the declaration of the result of the show of hands, or otherwise) demanded by the chairman of the meeting or as provided in Section 198(1)(b) of the Act.  Unless a poll be so demanded and the demand be not withdrawn a declaration by the chairman of the meeting that a resolution has on a show of hands been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

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57.The result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

58.In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote in addition to the vote or votes to which the chairman may be entitled as a member.

59.No poll may be demanded on the election of the chairman of the meeting or on any question of adjournment.  A poll demanded on any other question shall be taken at such time and place and in such manner as the chairman of the meeting directs, and any business, other than upon which a poll has been demanded, may be proceeded with pending the taking of the poll.

60.The chairman of a meeting may appoint any one or more firms or persons to act as scrutineer for the purpose of checking forms of proxy deposited for use and for counting the votes at such meeting and he may thereafter act on a certificate given by any such scrutineer without requiring production at the meeting of the forms of proxy or the chairman counting the votes.

61.If any votes shall be counted which ought not to have been counted or might have been rejected or if any votes shall not be counted which ought to have been counted the error shall not vitiate the resolution unless it be pointed out at the meeting and not in that case unless it shall, in the opinion of the chairman of the meeting, be of sufficient magnitude to vitiate the resolution.  No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting or adjourned meeting shall be valid for all purposes.  Any such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive.

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62.Any minutes of resolutions and proceedings at general meetings made in one of the minute books of the Company, if signed by any person purporting to be the chairman of the meeting to which it relates, or by any person present thereat and appointed by the directors to sign the same in his place, or by the chairman of a subsequent meeting of the directors, shall be receivable as evidence of the facts therein stated.

VOTES OF MEMBERS

63.Subject to the provisions of Section 195 of the Act and of these articles and to any special terms as to voting upon which any share may be issued or may for the time being be held:

63.1on a show of hands, every member present in person and entitled to vote shall have only one vote irrespective of the number of shares he holds or represents;  and

63.2upon a poll, every member present in person or by proxy and entitled to that proportion of the total votes in the Company which the aggregate amount of the nominal value of the shares held by him bears to the aggregate amount of the nominal value of all the shares issued by the Company at the relevant time.

64.Any body corporate holding shares conferring the right to vote may, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at one or more general meetings of the Company or at one or more meetings of holders of any class of shares of the Company, as provided by Section 188 of the Act and such representative shall be entitled to exercise the same powers on behalf of the body corporate which he represents as that body corporate could exercise if it were an individual member of the Company.  The directors may but shall not be obliged to require proof to their satisfaction of the appointment or authority of such representative to act.

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65.In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register or in the case of persons entitled to a share by transmission the order in which their names were given in the notice to the Company of the fact of the transmission.

PROXIES AND VOTING UNDER POWER OF ATTORNEY

66.A member may attend, speak and vote at general meetings in person or by duly appointed proxy and may appoint more than one proxy to attend on the same occasion.

67.A proxy:

67.1need not be a member;  and

67.2shall be entitled to vote on a poll only.

68.A proxy shall only be duly appointed if appointed as such by a proxy instrument.

69.A proxy instrument shall comply with the provisions of the Act and, subject thereto:

69.1need not, except if so required in terms of articles 69.2 or 69.4, bear a handwritten signature of the member appointing the proxy;

69.2shall be in such form as is approved or accepted by the directors;

69.3may be an instrument created by electronic or other means including, without limitation, electronic mail or facsimile;

69.4shall be accompanied by such documentary or other evidence as may be required by the directors in order to establish the validity and/or authenticity thereof, including the authority of the person appointing the proxy;

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69.5may, if the directors deem fit, be sent out with the notice of any meeting for use at such meeting;

69.6shall be received at the office or at such other place as is specified for that purpose in the notice convening the meeting, not less than forty-eight hours before the time appointed for the holding of the meeting or adjourned meeting at which the person named in such proxy instrument proposes to vote, or in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than forty-eight hours (or such shorter period as the directors may from time to time determine) before the time appointed for the taking of the poll failing which the proxy instrument shall not be treated as valid;  provided that if the member is registered at a branch register kept at any branch or other office outside South Africa, any proxy instrument executed by such member may be received at the office at which he is registered.  In determining the said period of forty-eight hours (or such shorter period as the directors may from time to time determine), Saturdays, Sundays and public holidays shall not be taken into account;

69.7other than a power of attorney, shall not be valid after the expiry of a period of six months from the date of submission of such proxy instrument, except at anadjourned meeting or at a poll demanded at a meeting originally held within six months from the date of such proxy instrument;

69.8shall be valid at every resumption of an adjourned meeting to which it relates unless the contrary is stated thereon;

69.9shall not be used at the resumption of an adjourned meeting if it could not have been used at the general meeting from which it was adjourned for any reason other than it was not lodged timeously for the meeting from which the adjournment took place;

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69.10may confer the power of delegation and sub-delegation on any proxy appointed in terms thereof so that any proxy so appointed may appoint any other person as proxy in his stead;

69.11a proxy form submitted electronically (or by such other electronic means as the directors may determine from time to time) shall be submitted to the electronic mail address as notified by the Company from time to time.

70.If a branch register within the meaning of the Statutes is kept at a branch or other office of the Company outside South Africa, it shall not be necessary for any proxy instruments appointing proxies, and the powers of attorney or other authorities (if any) under which they are signed, relating to members registered on such branch register to be received at the office or such other place designated in the notice convening the meeting before the time appointed for the meeting; provided that:

70.1the members appointing proxies shall lodge proxy instruments in accordance with the requirements of article 69; and

70.2the transfer secretary of the Company in that place shall communicate to the Company in South Africa by such means as the directors, or any other authorised person, may from time to time direct, a summary of all the votes for and against each resolution represented by valid proxy instruments duly accepted by them, and so that such communication shall be received by the Company before the time appointed for the meeting to commence.

71.A vote cast or act done in accordance with the terms of a proxy instrument shall be valid notwithstanding the previous legal incapacity of the principal or revocation of the proxy instrument or the transfer of the share in respect of which the vote is given, unless an intimation in writing of such legal incapacity or transfer shall have been received by the Company not less than forty-eight hours (or such shorter period as the directors may from time to time determine) before commencement of the meeting or the taking of the poll at which the proxy instrument is used.

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DIRECTORS

72.Until otherwise from time to time determined by the Company in general meeting, the number of directors shall be not less than four.

73.The directors shall be entitled to such remuneration as a director as the Company by ordinary resolution in general meeting may from time to time determine.

74.Any director who serves on any executive or other committee or who devotes special attention to the business of the Company or who goes or resides outside South Africa for any purposes of the Company, or who otherwise performs services which, in the opinion of the directors, are outside the scope of the ordinary duties of a director, may be paid such extra remuneration, in addition to the remuneration to which he may be entitled as a director, as the directors may determine.  The directors shall also be paid all their travelling and other expenses properly and necessarily expended by them in and about the business of the Company and in attending meetings of the directors or of committees of the directors or of the Company.

75.Without prejudice to the provisions for retirement by rotation or otherwise hereinafter contained, the office of a director shall be vacated in any of the events following, namely:

75.1if he becomes insolvent or assigns his estate for the benefit of his creditors, suspends payments generally, or enters into a compromise with his creditors, or files an application for the surrender of his estate;

75.2if he is found or becomes of unsound mind;

75.3if he is requested in writing to resign by not less than three-quarters of the directors ;

75.4if he be removed by a resolution of the Company pursuant to Section 220 of the Act;

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75.5if he shall pursuant to the provisions of the Statutes or by reason of any order made thereunder be prohibited from acting as a director;

75.6one month, or, with the permission of the directors, earlier, after he has given notice in writing to the Company of his intention to resign his office;

75.7if he is absent from meetings of the directors for six consecutive months without leave of the directors, otherwise than on the business of the Company, and is not represented at any such meetings during such six consecutive months by an alternate director, and the directors resolve that his office be, by reason of such absence, vacated; provided that the directors shall have power to grant to any director not resident in South Africa leave of absence for any or an indefinite period.

76.A director may hold any other office or position under the Company (except that of external auditor) in conjunction with his office of director for such period and on such remuneration terms (in addition to the remuneration to which he may be entitled as a director) and otherwise as a disinterested quorum of the directors may determine.

77.A director may be or become a director or other officer of, or otherwise interested in, any company promoted by the Company or in which the Company may be interested as shareholder or otherwise and (except insofar as otherwise decided by the directors), he shall not be accountable for any remuneration or other benefits received by him as a director or officer of or from his interest in such other company.

78.Any director may act by himself or through his firm in a professional capacity for the Company (otherwise than as the Company’s external auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a director.

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79.A director who is in any way whether directly or indirectly interested in a contract or arrangement or proposed contract or arrangement with the Company or its subsidiary, shall declare the nature of his interest to the Company, mutatis mutandis, in accordance with Sections 234, 235, 237 and 238 of the Act.

80.Subject to article 81 no director or intending director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any other office or position under the Company or in any company promoted by the Company or in which the Company is interested or in respect of professional services rendered or to be rendered by such director or as vendor, purchaser or in any other manner whatever, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any director is in any way interested be liable to be avoided, nor shall any director so contracting or being so interested be liable to account to the Company for any profit realised by any such appointment, contract or arrangement by reason of such director holding the office or of the fiduciary relationship thereby established.

81.A director shall not vote nor be counted in the quorum and if he shall do so his vote shall not be counted on any resolution for his own appointment to any other office or position under the Company or in respect of any contract or arrangement in which he is interested, but this prohibition shall not apply to:

81.1any arrangement for giving to any director any security of indemnity in respect of money lent by him to, or obligations undertaken by him for the benefit of, the Company; or

81.2any arrangement for the giving by the Company of any security to a third party in respect of a debt or obligation of the Company which the director has himself guaranteed or secured; or

81.3any contract by a director to subscribe for or underwrite securities; or

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81.4any contract or arrangement with a company in which he is interested by reason only of being a director, officer, creditor or member of such company;

and these prohibitions may at any time be suspended or relaxed to any extent either generally, or in respect of any particular contract or arrangement, by the Company in general meeting.

82.Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more directors to offices or employments with the Company or any company in which the Company is interested, such proposals may be divided and considered in relation to each director separately and in such cases each of the directors concerned shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.

83.If any question shall arise at any meeting as to the entitlement of any directors to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the chairman of the meeting and his ruling in relation to any other director shall be final and conclusive except in a case where the nature or extent of the interests of the director concerned have not been fairly disclosed.

84.The directors may exercise the voting powers conferred by the shares in any other company held or owned by the Company in such manner and in all respects as they think fit, including the exercise thereof in favour of any resolution appointing themselves or any of them to be directors or officers of such other company or voting or providing for the payment of remuneration to the directors or officers of such other company.

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ALTERNATE DIRECTORS

85.Each director may appoint either another director or any person approved for that purpose by a resolution of the directors to act as alternate director in his place andduring his absence and may at his discretion remove such alternate director.  A person so appointed shall, except as regards power to appoint an alternate, and remuneration, be subject in all respects to the terms and conditions existing with reference to the other directors of the Company, and each alternate director, whilst so acting, shall be entitled to receive notices of all meetings of the directors or of any committee of the directors of which his appointor is a member, and to attend and vote at any such meeting at which his appointor is a member, and to attend and vote at any such meeting at which his appointor is not personally present and he shall generally be entitled to exercise and discharge all the functions, powers and duties of his appointor in such appointor’s absence as if he were a director.  Any director acting as alternate shall (in addition to his own vote) have a vote for each director for whom he acts as alternate.  An alternate director shall ipso facto cease to be an alternate director if his appointor ceases for any reason to be a director; provided that if any director retires by rotation or otherwise but is re-elected at the same meeting, any appointment made by him pursuant to this article which was in force immediately before his retirement shall remain in force as though he had not retired.  Any appointment or removal of an alternate director shall be effected by instrument in writing delivered at the office and signed by the appointor.  The remuneration of an alternate director shall be payable only out of the remuneration payable to the director appointing him and he shall have no claim against the Company for his remuneration.

RETIREMENT OF DIRECTORS IN ROTATION

86.Subject to article 102 at every annual general meeting one-third of the directors for the time being or if their number is not a multiple of three, then the number who shall retire from office shall be rounded down to the nearest whole number.  The directors so to retire at every annual general meeting, unless otherwise determined by the board, shall be those who have been longest in office since their last election, but

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as between persons who become or were last elected directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot; provided that notwithstanding anything herein contained:

86.1if at the date of any annual general meeting any director shall have held office for a period of three years since his last election or appointment, he shall retire at such meeting either as one of the directors to retire in pursuance of the foregoing or additionally thereto;

86.2a director who intends to retire voluntarily at the meeting may be taken into account in determining the one-third of the directors to retire at such meeting;  and

86.3the identity of the directors to retire at such annual general meeting shall be determined as at the date of the notice convening such meeting.

The length of time a director has been in office shall be computed from his last election, appointment or date upon which he was deemed re-elected.  A director retiring at a meeting shall retain office until the close of the meeting or in the case of any adjournments thereof, at the close of such adjourned meeting.

87.Retiring directors shall be eligible for re-election but no person, other than a director retiring at the meeting, shall, unless recommended by the directors, be eligible for election to the office of a director at any general meeting unless not more than thirty days but not less than twenty-one days before the day appointed for the meeting, there shall have been left at the office, a notice in writing by some member duly qualified to be present and vote at the meeting for which such notice is given, of his intention to propose such person for election and also notice in writing signed by the person to be proposed of his willingness to be elected.

88.Subject to article 87, the Company at the meeting at which a director retires in manner aforesaid, may fill the vacated office by electing a person thereto.

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89.The Company may in general meeting (but subject to the provisions of article 88) elect any person to be a director either to fill a casual vacancy or as an additional director, but so that the total number of directors shall not exceed at any time the maximum number (if any) fixed in accordance with these articles.

90.The validity of the appointment of any director shall not be affected by a failure to comply with Section 211(3) of the Act.

POWERS OF DIRECTORS

91.The directors on behalf of the Company may pay a gratuity or pension or allowance on retirement or other benefit to any director or ex-director or other officer or employee of the Company, its holding company (if any) or any subsidiary of the Company whether or not he has held any other salaried office or position with the Company or to his widow or dependants and make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance or life assurance or other benefits.

92.Without prejudice to the powers of the Company in general meeting in pursuance of any of the provisions of these articles to appoint any person to be a director, the directors shall have power at any time and from time to time to appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing board, but so that the total number of directors shall not at any time exceed the maximum number (if any) fixed in accordance with these articles.  Any director so appointed shall hold office only until the next following annual general meeting and shall then be eligible for re-election but shall not be taken into account in determining the directors who are to retire by rotation at such meeting.

93.The directors may take all steps that may be necessary or expedient in order to enable the securities of the Company to be introduced into and dealt with in any country or state and to procure the same to be recognised by and listed or quoted upon any

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stock exchange in any country or state and may accept responsibility for and pay and discharge all taxes, duties, fees, expenses or other sums which may be payable in relation to any of the matters aforesaid and may subscribe to and comply with the laws and regulations of any such country or state and the rules or regulations of any such stock exchange.

94.Any branch or kind of business which the Company is either expressly or by implication authorised to undertake may be undertaken by the directors at such time or times as they shall think fit, and further may be discontinued or suspended by thedirectors, whether such branch or kind of business may have been actually commenced or not, so long as the directors may deem it expedient not to commence or proceed with the same.

95.The management and control of any business of the Company shall be vested in the directors who in addition to the powers and authorities by these articles expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Company, and are not hereby or by the Statutes expressly directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to such management and control not being inconsistent with these articles nor with any resolution passed by the Company in general meeting; but so that no such resolution shall invalidate any prior act of the directors which would have been valid if such resolution had not been passed.  The general powers given by this article shall not be limited or restricted by any special authority or power given to the directors by any other article.

96.The directors may arrange that any branch of the business carried on by the Company or any other business in which the Company may be interested, shall be carried on by or through one or more subsidiaries of the Company and they may on behalf of the Company make such arrangements as they think advisable for taking the profits or bearing the losses of any branch or business so carried on, or for financing, assisting or subsidising any such subsidiary or guaranteeing its contracts, obligations or liabilities.

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BORROWING POWERS

97.The Company may create and issue secured or unsecured debentures and subject to any regulations from time to time made by the Company in general meeting, the directors may borrow from time to time for the purposes of the Company or secure the payment of such sums as they think fit and may secure the repayment or payment of any such sums by bond, mortgage or charge upon all or any of the property or assets of the Company or by the issue of debentures or otherwise as they may think fit, and may make such regulations regarding the transfer of debentures, the issuing of certificates therefor (subject always to article 11 hereof) and all such other matters incidental to debentures as they may think fit; provided that no special privileges asto allotment of shares in the Company, attending and voting at general meetings, appointment of directors or otherwise, shall be given to the holders of debentures of the Company save with the sanction of the Company in general meeting.

LOCAL OR DIVISIONAL BOARDS, AGENTS AND COMMITTEES OF THE BOARD

98.The directors may establish any local or divisional boards or agencies in South Africa or elsewhere for managing any of the affairs of the Company and may appoint any persons to be members of such local or divisional boards, or any managers or agents and may fix their remuneration, and may delegate to any local or divisional board, manager or agent any of the powers, authorities and discretions vested in the directors with power to sub-delegate, and may authorise the members of any local or divisional board or any of them to fill any vacancies therein and to act notwithstanding vacancies, and any such appointment or delegation may be made upon such terms and subject to such conditions as the directors may think fit, and the directors may remove any person so appointed and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

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99.The directors may by power of attorney appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the directors, to be the attorney or agent of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the directors may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him or them.

100.The directors may delegate any of their powers to an executive or other committee whether consisting of a member or members of their body or not as they think fit.  Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may from time to time be imposed on it by the directors and any such regulations may authorise the appointment of sub-committees.

EXECUTIVE OFFICERS

101.The directors may from time to time appoint one or more of their body to be managing director, deputy managing director, chief executive officer, deputy chief executive officer, general manager or executive director (with or without specific designation) of the Company or to other executive office with the Company as the directors shall think fit, and may from time to time remove or dismiss him or them from office and appoint another or others in his or their place or places.

102.Subject to any provisions either in these articles or in the contract under which he is appointed any director appointed to any position or executive office pursuant to article 101 shall not, (while he continues to hold that position or office under a written contract of employment), be subject to retirement by rotation during the currency of such contract and he shall not, in such case, be taken into account in determining the rotation of retirement of directors but, subject to any provisions in such contract, he shall be subject to the same removal terms as the other directors of

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the Company and, if he ceases to hold office as director, his appointment to such position or executive office shall ipso facto and immediately be terminated but without prejudice to any claims or damages which may accrue under any such contract in respect of such termination;  provided that the directors shall not appoint any director to any position or executive office under a contract as aforesaid which provides for him to be so exempted, if at the time of such appointment under such contract the effect of such exemption would be to cause one-half or more of the directors to be exempt from retirement by rotation.

103.The directors may from time to time entrust to and confer upon a director appointed to any position or executive office under article 101 such of the powers exercisable under these articles by the directors as they think fit, and may confer such powers for such time, and to be exercised for such objects and purposes and upon such terms and conditions and with such restrictions, as they think expedient, and they may confer such powers either collaterally with or to the exclusion of and in substitution for all or any of the powers of the directors in that regard, and may from time to time revoke, withdraw, alter or vary all or any of such powers.

PROCEEDINGS OF DIRECTORS AND COMMITTEES

104.The directors may meet for the dispatch of business, adjourn, and otherwise regulate their meetings as they think fit, and may determine the quorum necessary for the transaction of business.  Until otherwise determined by the directors, two directors shall form a quorum.  A director may at any time, and the secretary upon the request of a director, shall at any time convene a meeting of the directors.

105.The continuing directors may act notwithstanding any vacancy in their body, but if and so long as their number be reduced below the minimum number fixed by or in accordance with these articles, they may act only for the purpose of filling up vacancies in their body or of summoning general meetings of the Company but not for any other purpose, and may act for either of the purposes aforesaid whether or not their number be reduced below the minimum number fixed by or in accordance with these articles as a quorum.

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106.The directors may elect a chairman and a deputy chairman (to act in the absence of the chairman) of their meetings and determine the period for which they are to hold office, but if no such chairman or deputy chairman is elected or if at any meeting the chairman or deputy chairman be not present within ten minutes after the time appointed for holding the same, the directors present shall choose one of their number present to be chairman at such meeting.

107.Questions arising at any meeting shall be decided by a majority of votes, and in case of an equality of votes the chairman shall have a second or casting vote; provided that should the quorum be two and should only two directors be present at the meeting, the chairman shall not have a second or casting vote.

108.A meeting of the directors at which a quorum is present shall be competent to exercise all or any of the powers, authorities and discretions by or under these articles for the time being vested in or exercisable by the directors generally.

109.A resolution in writing signed by not less than three-quarters of the total number of directors entitled to vote thereon (which resolution may be signed under facsimile transmission or some other form of electronic means and which may consist of several documents in like form each signed by one or more directors), shall be as valid and effectual as if it had been passed at a meeting of the directors duly called and constituted; provided that where a director is not so present, but has an alternate who is so present, then such resolution must also be signed by such alternate.  All such resolutions shall be described as “directors’ resolutions” and shall be forwarded or otherwise delivered to the secretary without delay, and shall be recorded by him in the Company’s minute book and noted at the meeting of the directors next following the receipt thereof by him.

110.The meetings and proceedings of any committee consisting of two or more members, shall be governed by the provisions herein contained for regulating the meetings and proceedings of directors so far as the same are applicable thereto and are not superseded by any regulations made or imposed by the directors.

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111.All acts done by the directors or by a committee of directors or by any person acting as a director or a member of a committee, shall, notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of the directors or persons acting aforesaid, or that they or any of them were disqualified from or had vacated office, shall be as valid as if every such person had been duly appointed and was qualified and had continued to be a director or member of such committee.

112.Directors’ meetings and meetings of committees of the directors may be held by means of such telephonic, electronic or other communication facility or media as permits all persons participating in the meeting to communicate with each other simultaneously and instantaneously and directors so participating shall be deemed to be present at such meeting.

SECRETARY

113.Subject to the provisions of the Statutes, the secretary (who shall be permanently resident in South Africa and which may be a body corporate or a partnership complying with the requirements of the Act) shall be appointed by the directors for such term, at such remuneration and upon such conditions as they may think fit and any secretary so appointed may not be removed without the approval of the directors.  A provision of the Statutes or these articles requiring or authorising a thing to be done by or to a director and the secretary shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, the secretary.

AUTHENTICATION AND ELECTRONIC ARCHIVING OF DOCUMENTS

114.Subject to the provisions of the Statutes, any director or the secretary or any person appointed by the directors or any committee of the directors for that purpose shall have power to store any documents affecting the constitution of the Company and any resolutions passed by the Company or the directors, and any books, records, documents and accounts relating to the business of the Company, by electronic

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means and to certify copies thereof or extracts therefrom as true copies or extracts; and where any books, records, documents or accounts are elsewhere than at the office the local manager or other officer of the Company having the custody thereof shall be deemed to be the person appointed by the directors aforesaid.

115.A document purporting to be a copy of a resolution of the directors or an extract from the minutes of a meeting of the directors which is certified as such in accordance with the provisions of article 114 shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such extract is a true and accurate record of a duly constituted meeting of the directors.

DIVIDENDS AND OTHER PAYMENTS TO MEMBERS

116.Subject to the provisions of the Statutes and the requirements of any stock exchange on which the Company’s securities are listed or quoted, the Company may make payments to its members from time to time.

117.The Company in general meeting (subject to obtaining the declaration of the directors referred to in article 121) or the directors may from time to time declare a dividend or make any other payment to members (or any class of members) in such currency as the directors or the general meeting may determine and in proportion to the number of shares held by them in each class.  Dividends and other payments shall be declared payable to members registered as such on a date subsequent to the date of the declaration thereof as determined by the directors or the Company in general meeting;  provided that the directors may rescind any dividend or other payment to be made to members or any class of members before the date of payment thereof if the directors decide that the Company’s financial position no longer justifies such payment.

118.No larger dividend shall be declared by the Company in general meeting than is recommended by the directors; but the Company in general meeting may declare a smaller dividend.

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119.All unclaimed dividends or other payments to members as contemplated in articles 116 and 117 may be invested or otherwise be made use of by the directors for the benefit of the Company until claimed, provided that any dividend or other payment to members remaining unclaimed for a period of not less than three years from the date on which it became payable may be forfeited by resolution of the directors for the benefit of the Company.

120.The Company shall be entitled at any time to delegate its obligations to any member in respect of unclaimed dividends or other unclaimed payments to any one of the Company’s bankers from time to time.

121.The declaration of the directors as to whether:

121.1the Company is, or would be, after payment of any dividend or other payment to members, able to pay its debts as they become due in the ordinary course of business;  and

121.2the consolidated assets of the Company, fairly valued would, after the payment of the dividend or other payment to members, not be less than the consolidated liabilities of the Company

shall be conclusive.

122.Any dividend, interest or other sum payable in cash to the holder of a security may be paid by cheque or warrant sent through the post addressed to the holder at his registered address or, in the case of joint holders, addressed to the holder whose name stands first on the register in respect of the share at his registered address, or addressed to such person and at such address as the holder or joint holders may in writing direct, or by electronic transfer into the bank account nominated by the holder or, in the case of joint holders, into the bank account nominated by the holder whose name stands first in the register in respect of the share.  Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the person to whom it is addressed and shall be sent at the risk of the

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holder or joint holders.  Every such electronic transfer shall be made at the risk of the holder or joint holders.  The Company shall not be responsible for the loss in transmission of any cheque or warrant or of any document (whether similar to a cheque or warrant or not) sent through the post as aforesaid or the loss or misdirection of any electronic transfer.  Payment of any such cheque or warrant, or the making of such electronic transfer, to whomsoever effected, shall be a good discharge to the Company.

123.Any dividend may be paid and satisfied, either wholly or in part, by the distribution of specific assets, or in paid-up securities of the Company or of any other company, or in cash, or in any one or more of such ways as the directors or the Company in general meeting may at the time of declaring the dividend determine and direct, and where any difficulty arises in regard to such distribution the directors may settle the same as they think expedient and in particular may fix the value for distribution of such specific assets and may determine that cash payments shall be made to any member on the basis of the value so fixed in order to secure equality of distribution and may vest any such assets in trustees upon such trusts for the persons entitled to the dividend as may seem expedient to the directors.

124.The directors may from time to time make such regulations as they may think fit in regard to the payment of dividends to members having registered addresses outside South Africa, and such regulations may provide for the payment of such dividends in any foreign currency and the rate of exchange at which such payment shall be made and such other matters as the directors may think fit.

RESERVES

125.The directors may set aside such sum as they think proper as reserves which shall, at the discretion of the directors be applicable for any purpose and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments as the directors may from time to time think fit.  The directors may also, without placing the same to reserve, carry forward any sum which they may think prudent not to distribute.

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126.The Company in general meeting may upon the recommendation of the directors at any time and from time to time resolve that it is desirable to capitalise all or any part of the amount for the time being standing to the credit of any of the Company’s reserves or of any share premium account or capital redemption reserve fund or to the credit of the income statement or otherwise available for distribution and not required for the payment of the fixed dividends on any preference shares of the Company, and accordingly that such amount be set free for distribution among the members or any class of members who would be entitled thereto if distributed by way of dividend and in the same proportions on the basis that the same be not paid in cash but either be applied in paying up unissued shares of the Company to be issued to such members as fully paid capitalisation shares having a par value or be transferred to the Company’s stated capital and be applied in distributing to such members shares of no par value.

DIRECTORS’ POWERS ON CAPITALISATION OR DISTRIBUTION OF PROFITS

127.If any difficulty arises in regard to any distribution under article 126, the directors may settle the same as they think it expedient.  They may make all appropriations and applications of the sum resolved to be capitalised thereby, and all allotments and issues of securities, if any, and generally shall do all acts and things required to give effect thereto, with full power to the directors to provide that fractions shall be ignored altogether, or by payment in cash or otherwise, as they think fit, in the case of securities becoming distributable in fractions.  The directors may also appoint any person to enter, on behalf of all members entitled to the benefit of such appropriations and applications or to participate in such distribution, into any contract requisite or convenient for giving effect thereto, and such appointment and contract made under such appointment shall be effective and binding on all such members.

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SHARE PREMIUM ACCOUNT AND CAPITAL REDEMPTION RESERVE FUND

128.The Company may from time to time, subject to any requirements which may be imposed by the Statutes, by ordinary resolution authorise the directors to distribute all or any part of the amount for the time being standing to the credit of or deal with, in any way recommended by the directors or authorised by the Statutes, any share premium account or capital redemption reserve fund of the Company, save that the provisions of this article shall not apply in respect of any action properly taken by the Company in terms of Sections 76(3) or 98(4) of the Act.

FOREIGN CURRENCY PAYMENTS

129.Any payments to members to be made to any member whose registered address is outside South Africa or who has given written instructions requesting payment at an address outside South Africa and any payment to a member whose registered address is outside South Africa may be paid in such currency or currencies other than the currency of South Africa as may be stipulated by the directors.  The directors may also stipulate the date upon which the currency of South Africa will be converted into such other currency or currencies.

ACCOUNTS

130.The directors shall cause to be kept such accounting records and books of account as are prescribed by the Statutes.

131.The accounting records shall be kept at the office or (subject to the provisions of Section 284 of the Act) at such other place as the directors think fit, and shall at all times be open to inspection by the directors.  Except as provided by the Statutes or by the authority of the directors no member (other than a director) shall have any right to inspect any accounting record book, account or document of the Company.

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132.Subject to the provisions of the Statutes, a copy of the annual financial statements made out in accordance with and consisting of the documents specified in Section 286 of the Act which is to be laid before the Company in annual general meeting, shall be:

132.1delivered or sent by post in printed form to the registered address of each member;  or

132.2sent by electronic mail to each member who has elected to receive notices in that form in accordance with the provisions of these articles; or

132.3made available in electronic format to all members who have agreed thereto in writing;

(and at the same time there shall be forwarded to the secretary or other proper officer of any stock exchange on which any shares of the Company are listed or quoted such number of copies of such documents as for the time being may be required under its regulations or practice) at least twenty-one clear days before such annual general meeting.  Notwithstanding the foregoing, this article shall not require a copy of the said documents to be sent:

132.4to any person:

132.4.1who is not entitled to receive notice of general meetings of the Company;

132.4.2the address of whom the Company is not aware;  or

132.4.3who has by notice in writing to the Company elected not to receive such documents;  or

132.5to more than one of the joint holders of any securities.

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INDEPENDENT EXTERNAL AUDITORS

133.Independent external auditors shall be appointed and their duties regulated in accordance with the provisions of the Statutes.

134.Subject to the provisions of the Statutes, all acts done by any person acting as independent external auditor, shall as regards all persons dealing in good faith with the Company, be valid notwithstanding that there was some defect in his appointment.

135.All annual financial statements when audited and laid before an annual general meeting shall be deemed conclusively correct, and shall not be re-opened without the approval of the directors.

NOTICES

136.Subject to the provisions of these articles and to the requirements of any stock exchange of which the shares of the Company are listed or quoted:

136.1any notice which is required to be given by the Company to members or directors shall be in writing and may be given to:

136.1.1any member or director who has notified the Company of his electronic mail address or telefacsimile number for this purpose, by:

136.1.1.1sending such notice by electronic mail or telefacsimile, as the case may be, to such address or telefacsimile number, as the case may be;  or

136.1.1.2sending an electronic mail advising that a notice is posted on a website and containing the web address of such website;  provided that such notice is available on such website for at least the period commencing on the day after the date on which such notice was sent and expiring on the later of the twenty-first day succeeding

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that day or the day of the meeting, if any, to which the notice relates;

provided that any member who has notified the Company of his electronic mail address or telefacsimile number may by written notice to the Company withdraw such notification of his electronic mail address or telefacsimile number;  or

136.1.2any member or director by delivery in person;  or

136.1.3any member or director by delivering it or sending it through the post, properly addressed, to:

136.1.3.1a member at his address reflected in the register;

136.1.3.2a director at his postal address shown in the directors’ register;

136.1.4if the Company is prevented through circumstances beyond its control from so giving notice, then notice may be given by advertisement.  Should it be necessary to give notice by advertisement, such notice shall, subject to the provisions of the Statutes, be advertised in the Gazette and in such newspapers as the directors may from time to time determine; provided that where a branch register or transfer office has been established, such advertisement shall also be inserted in at least one leading newspaper circulating in the town or district in which such branch register or transfer office is located;

and any such notice to members shall simultaneously be given to the appropriate official or department of any recognised stock exchange on which the shares of the Company are listed or quoted, in accordance with the

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requirements of that stock exchange.  Any such notice to members shall also be advertised in accordance with the requirements of any such stock exchange;

136.2every notice shall be deemed to have been received:

136.2.1if it is delivered, on the date on which it is so delivered;

136.2.2if it is sent by post, on the day on which it was posted;

136.2.3if it, or an advertisement referred to in article 136.1.4, is advertised, on the day on which the advertisement appeared in the Gazette;

136.2.4if it, or a message referred to in article 136.1.1.2, is sent by electronic mail, on the day on which it was so sent;

136.2.5if it, or a message referred to in article 136.1.1.2, is sent by telefacsimile, on the day on which it was successfully transmitted,

notwithstanding that such notice may not actually have been received.

137.In the case of joint holders of a security, all notices shall unless such holders otherwise in writing direct and the directors agree, be given to that one of the joint holders whose name stands first in the register, and notice so given shall be sufficient notice to all the joint holders.

138.Every person who, by operation of law, transfer or other means whatsoever, shall become entitled to any security, shall be bound by every notice in respect of such security which, previously to his name and address being entered on the register, shall have been given to the person from whom he derived his title to such security.

139.Any notice or other document delivered, given or sent in accordance with the provisions of these articles shall notwithstanding that such member be then under legal incapacity, and whether or not the Company has notice of his legal incapacity, be deemed to have been duly served in respect of any security registered in the name

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of such member as a sole or joint holder unless his name shall at the time of the service of the notice or document have been removed from the register as the holder of the security;  and such service shall for all purposes of these articles be deemed a sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the security.

140.Save as otherwise expressly provided, where a given number of days notice, or notice extending over any period, is required to be given, the days of service shall not, unless it is otherwise provided, be counted in such number of days or other period.

141.The accidental omission to give notice of a general meeting or a meeting of directors to any member or director, as the case may be, shall not invalidate any resolution passed at such meeting.

WINDING UP

142.If the Company shall be wound up the liquidator may, with the sanction of a special resolution of the members divide among the members in specie or kind the whole or any part of the assets of the Company and may for such purpose set such value as he deems fair upon any asset and may determine how the division shall be carried out as between the members or different classes of members.  The liquidator may with the like sanction, vest the whole or any part of such assets in trustees to be held in trust for the benefit of the members or any of them on such terms as the liquidator, with the like sanction, shall think fit.  Any such resolution may provide for and sanction a distribution of any specific assets amongst different classes of members otherwise than in accordance with their existing rights, but each member shall in that event have a right of dissent and other ancillary rights in the same manner as if such resolution were a special resolution passed pursuant to Section 390 of the Act.

INDEMNITY

143.Subject to the provisions of Section 247 of the Act:

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143.1every director, manager, secretary and officer of the Company shall be indemnified out of the funds of the Company against all liabilities incurred by him as such director, manager, secretary or officer in defending any proceedings, whether civil or criminal, in which judgment is given in his favour, or in which he is acquitted, or in connection with any application under Section 248 of the Act in which relief is granted to him by the Court; and

143.2every such person aforesaid shall be indemnified by the Company against and, it shall be the duty of the directors out of the funds of the Company, to pay all costs, losses and expenses which any such person may incur or become liable to by reason of any contract entered into or act or deed done by him as such director, secretary, manager or officer of the Company or in any way in the discharge of his duties.

144.Subject to the provisions of the Statutes, no director, manager, secretary or officer or servant of the Company shall be liable for the acts, receipts, neglects, or defaults of any other director, manager, secretary or officer or servant, or for joining in any receipt or other act for conformity, or for loss or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the directors for and on behalf of the Company, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested, or for any loss or damage arising from the insolvency or delict of any person with whom any moneys, securities or effects shall be deposited, or for any loss or damage occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune whatsoever which shall happen in the execution of his duties of office or in relation thereto, unless the same happen through his own dishonesty.

WAIVER BY STOCK EXCHANGE

145.Notwithstanding anything to the contrary contained in these articles, where any action or matter is expressed in these articles to be subject to compliance with the listing requirements or rules of any stock exchange on which the Company’s

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securities are listed or quoted, a waiver of such requirements or rules by the stock exchange concerned shall constitute compliance with those requirements or rules for the purposes of these articles.

RIGHTS ATTACHING TO PREFERENCE SHARES

146.Rights, privileges, restrictions and other conditions applicable to the A redeemable preference shares of 50 cents each and B redeemable preference shares of 1 cent each in the Company.

146.1For purposes of this article the “Moab Lease Area” means the total lease area of 2 149,2631 hectares of the Mining Leases as ceded to AngloGold Ashanti Limited (formerly Vaal Reefs Exploration and Mining Company Limited) by virtue of Deeds of Cession of Mining Leases Nos 23/92 and 26/92 and as reflected in the diagrams attaching to the Mining Leases being RMT Nos 52/91 and 53/91.

146.2The following terms shall apply to the A redeemable preference shares of 50 cents each (“the A preference shares”), in the share capital of the Company:

146.2.1The A preference shares shall be allotted to Eastvaal Gold Holdings Limited as fully paid and are not transferable.

146.2.2The A preference shares shall rank pari passu with each other and except as provided for in this article shall rank pari passu with the B redeemable preference shares of 1 cent each (“the B preference shares”).

146.2.3The A preference shares shall confer the following rights on the holder thereof:

146.2.3.1after payment in full of the annual dividend on the B preference shares, the right to an annual dividend equivalent to the balance of the after tax profits arising from income derived from mining the Moab Lease Area as determined by the directors in each financial

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year, but shall confer no right to any dividend payment from any other profits of the Company.

146.2.3.2to receive on redemption:

146.2.3.2.1the nominal value of the said A preference shares;

146.2.3.2.2a premium per share of an amount equal to the net proceeds available from the disposal of the assets relating to the Moab Lease Area, after redemption in full of the B preference shares and payment of the nominal value of the A preference shares, divided by 2 000 000.  Any amount transferred to the share premium account of the Company pursuant to Section 76(2) of the Act consequent upon the issue of such shares may be used to provide for any premium on the redemption of the shares.

146.2.3.3Against payment of the said nominal value and premium, if any, such shares shall be fully redeemed and shall constitute part of the authorised and unissued share capital of the Company.

146.2.3.4The A preference shares shall have no right to redemption from any proceeds otherwise arising.

146.2.4The A preference shares shall confer on the holder thereof the right to receive notice of, and to attend, any meeting of the Company and to vote thereat and on a poll shall entitle the holder to one vote for each A preference share held provided that at every general meeting of the Company at which the holders of the ordinary shares, the A preference shares and the B preference shares are present and entitled to vote, on a poll the holder of the A preference shares shall be entitled to 50 votes for each A preference share held, the holders of the ordinary shares shall be entitled to 50 votes for each ordinary share held and the holder of the

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B preference shares shall be entitled to one vote for each B preference share held.

146.2.5At every separate meeting of the holder of the A preference shares the provisions of the articles relating to the voting at general meetings of ordinary shareholders and the appointment of proxies to act thereat, shall apply, mutatis mutandis, except that at any such separate meeting the sole holder of the A preference shares shall constitute a quorum.

146.2.6The A preference shares shall confer the right, on a winding-up of the Company, in priority to any payment in respect of the ordinary shares in the capital of the Company then issued, but after any payment in respect of the B preference shares in the capital of the Company then issued, to receive only so much of the net proceeds from the disposal of the assets relating to the Moab Lease Area as is then available for distribution.

146.2.7The A preference shares shall not be entitled to any participation, on a winding-up, in any of the surplus funds of the Company in any other manner arising.

146.3The following terms shall apply to the B preference shares in the share capital of the Company:

146.3.1The B preference shares shall be issued at par plus a premium of R249,99 per share.  The said shares shall be subscribed for by and allotted to Eastvaal Gold Holdings Limited at a price of R250,00 per share and are not transferable.

146.3.2The B preference shares shall rank pari passu with each other and except as provided for in this article shall rank pari passu with the A preference shares.

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146.3.3The B preference shares shall confer the following rights on the holder thereof:

146.3.3.1the right to an annual dividend amounting to the lesser of 5 per cent of the issue price of the B preference shares or an amount equivalent to the balance of the after tax profits arising from income derived from mining the Moab Lease Area as determined by the directors in each financial year.  The annual dividend shall be a first charge on any profit available for distribution from the Moab Lease Area but shall not be payable from any other profits of the Company.

146.3.3.2to receive on redemption:

146.3.3.2.1the nominal value of the said B preference shares;

146.3.3.2.2a premium of up to R249,99 per share, but limited to an amount equal to the net proceeds available from the disposal of the assets relating to the Moab Lease Area after payment of the nominal value of the B preference shares.  Any such premium shall be payable from so much of the share premium account as arose on the issue of the shares.

146.3.3.3Against payment of the said nominal value and premium, if any, such shares shall be fully redeemed and shall constitute part of the authorised and unissued share capital of the Company.

146.3.3.4The redemption of the B preference shares shall be a first charge against the net proceeds from the disposal of the assets relating to the Moab Lease Area following permanent cessation of mining

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operations in the Moab Lease Area, but shall have no right to redemption from any proceeds otherwise arising.

146.3.4The B preference shares shall confer on the holder thereof the right to receive notice of, and to attend, any meeting of the Company provided that:

146.3.4.1the holder of a B preference share shall not be entitled to vote at such meeting, except:

146.3.4.1.1during any period commencing six months after the due date for payment of any B preference share dividend which has been declared and during which such B preference dividend or any part of such B preference dividend remains in arrear and unpaid; or

146.3.4.1.2in regard to any resolution proposed which directly affects any of the rights attached to the B preference shares or the interests of the holders of the B preference shares, including a resolution for the winding-up of the Company or for the reduction of its capital;  or

146.3.4.1.3in regard to any resolution of the Company proposed for the disposal of the whole or substantially the whole of the undertaking of the Company or the whole or the greater part of the assets of the Company, or the whole or the greater part of the assets relating to the operations in the Moab Lease Area.

146.3.4.2at every general meeting of the Company at which the holders of the ordinary shares, the A preference shares and the B preference shares are present and entitled to vote, on a poll the holder of the A preference shares shall be entitled to 50 votes for each A

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preference share held, the holders of the ordinary shares shall be entitled to 50 votes for each ordinary share held and the holder of the B preference shares shall be entitled to one vote for each B preference share held.

146.3.5At every separate meeting of the holder of the B preference shares the provisions of the articles relating to the voting at general meetings of ordinary shareholders and the appointment of proxies to act thereat, shall apply, mutatis mutandis, except that at any such separate meeting the sole holder of the B preference shares shall constitute a quorum.

146.3.6The B preference shares shall confer the right, on a winding-up of the Company, in priority to any payment in respect of the ordinary shares or the A preference shares in the capital of the Company then issued, to receive only so much of the net proceeds from the disposal of the assets relating to the Moab Lease Area as is available for distribution but not exceeding a return per B preference share of the capital paid-up thereon and any share premium paid on the issue of the B preference shares outstanding at that time.

146.3.7The B preference shares shall not be entitled to any participation, on a winding-up, in any of the surplus funds of the Company in any other manner arising.

146.4The following terms shall apply to both the A preference shares and the B preference shares in the share capital of the Company:

146.4.1The rights attaching to the A and B preference shares and the interests of the holders of the A and B preference shares shall not be regarded as being directly affected or modified by the creation by the Company of any further shares of any class unless those new shares rank as regards

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participation in the assets or profits of the Company from the Moab Lease Area in some or all respects in priority to or pari passu with the A and B preference shares.

146.4.2The provisions of this article 146 shall override any similar or contrary provisions of the Articles of Association of the Company.

146.4.3Without the prior written consents of the holders of the A and B preference shares or the prior sanction of resolutions at separate general meetings of the holders of the A and B preference shares passed in the same manner, mutatis mutandis, as a special resolution:

146.4.3.1none of the rights attaching to the A or B preference shares may be modified;

146.4.3.2no shares in the capital of the Company, ranking as regards participation in the assets or profits of the Company arising from operations in the Moab Lease Area in some or all respects in priority to or pari passu with the A and B preference shares shall be created.

146.4.4The A preference shares and the B preference shares shall be redeemed, but only after cessation of mining operations in the Moab Lease Area and realisation of the assets relating to the Moab Lease Area.

CONDITIONS ATTACHING TO THE E ORDINARY SHARES

147.Rights attaching to E Ordinary Shares

For purposes of this Article 147, the expressions set forth below shall bear the following meanings:

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“Base Price” means, in relation to the E Ordinary Shares allotted and issued by the Company to the Bokamoso ESOP Trust, the sum of R320,00 (three hundred and twenty rand), and in relation to the E Ordinary Shares allotted and issued by the Company to Izingwe, the sum of R330,00 (three hundred and thirty rand);

“Bokamoso ESOP Trust” means the trust established by the Company in terms of the Bokamoso Trust Deed dated 18 October 2006 (as amended) and registered under Master’s Ref No. IT 12639/06;

“Izingwe” means Izingwe Holdings (Proprietary) Limited (registration number 2005/039358/07) and includes its permitted assignee/s in terms of any written subscription agreement (as amended) entered into by and between the Company and Izingwe;

“Subscription Date” means, in relation to each E Ordinary Share, the date on which the E Holder shall have subscribed for and the Company shall have allotted and issued such E Ordinary Share to the E Holder in terms of the relevant subscription agreement (as amended);

147.The E Ordinary Shares shall confer on the holders thereof from time to time (“the E Holders”) the following rights, privileges and obligations:

147.1Each E Ordinary Share shall confer on the E Holder the right to receive a dividend ranking pari passu with all of the dividends that may from time to time be declared to the holders of the Ordinary Shares, equal to one-half of the dividend per Ordinary Share declared by the Company from time to time.

147.2The Company shall be entitled and obliged to cancel the E Ordinary Shares, or any portion of the E Ordinary Shares, on the delivery to the Company by the E Holder from time to time of a written notice (“the Transaction Notice”) delivered at such times and in such manner as the Company shall agree from time to time with each relevant E Holder.  In

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the event that the relevant E Holder shall fail, for whatsoever reason, to deliver a Transaction Notice at the time or times and in the manner as agreed from time to time between the Company and such relevant E Holder, the Company shall be entitled and obliged to cancel of the E Ordinary Shares, or such portion of them as shall have been agreed between the Company and such relevant E Holder, at such times and in such manner as shall so have been agreed.

147.3On the delivery by the E Holder of a Transaction Notice, or (in the absence of the delivery of such Transaction Notice) at such time as the Company shall be entitled and obliged to cancel the E Ordinary Shares, or any portion of them, as agreed from time to time between the Company and each relevant E Holder (it being recorded that, for the purposes of this Article 147, the E Holder shall be deemed to have given a Transaction Notice to the Company at such time or times) the Company shall:

147.3.1determine the volume weighted average price per Ordinary Share traded on the JSE as at close of business (“the Opening Market Price”) on the trading day immediately preceding the day (“the Transaction Notice Date”) on which the Transaction Notice shall have been given, or shall be deemed to have been given;

147.3.2calculate, on the basis described in Article 147.4, a notional cash amount (“Cancellation Amount”) that would be derived from cancellation of all of the E Ordinary Shares which are the subject matter of the Transaction Notice (collectively, “the Vested E Shares”), on the Transaction Notice Date;

147.3.3calculate by reference to the Cancellation Amount, on the basis described in Article 147.4, the number of Vested E Shares which shall convert into Ordinary Shares on the Transaction Notice Date (“the Conversion Shares”);

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147.3.4determine pursuant to Article 147.3.3 the number of Vested E Shares which the Company shall be entitled and obliged to cancel in respect of the Transaction Notice (“the Cancellation Shares”), which number of Cancellation Shares shall not be greater than the number of E Ordinary Shares constituting the Vested E Shares;

147.3.5cancel the Cancellation Shares;

147.3.6procure the conversion of the Vested E Shares which shall not have been cancelled (i.e. the Conversion Shares), into Ordinary Shares, by not later than 5 Business Days after the date on which the Transaction Notice shall have been given, or shall be deemed to have been given (“Transaction Notice Closing Date”);

147.3.7procure that the Conversion Shares, after their conversion into Ordinary Shares, shall be listed on the JSE by no later than 5 Business Days after the Transaction Closing Date; and

147.3.8by not later than 5 Business Days after the Transaction Notice Closing Date, instruct the Central Securities Depository Participant of the Company irrevocably and in writing to credit the account of the E Holder held with its Central Securities Depository Participant with the Ordinary Shares into which the Conversion Shares shall have been converted.

147.4The Company shall on the relevant Transaction Notice Date calculate —

(a)the Cancellation Amount referred to in Article 147.3.2; and

(b)the Conversion Shares referred to in Article 147.3.3,

by reference to the following formula:

62

Where:

Ais the number of Ordinary Shares (rounded down to the nearest whole number) into which the Vested E Shares shall convert on the Transaction Notice Date (i.e. the Conversion Shares);

Bis an agreed value, per Vested E Share, determined by reference to the following formula:

Where:

Cis the Opening Market Price;

Dis the Base Price;

E       is an amount (per Vested E Share) equal to 50% of the aggregate dividends per Ordinary Share paid by the Company during the period commencing on the applicable Subscription Date and terminating on the Transaction Notice Date (“the Relevant Period”):

Provided that:

·     If the value of “B” is less than R40,00 or a negative amount, then “B” shall be R40,00;

63

·     in relation to the participants in the Bokamoso ESOP, if the value of “C-D” is greater than R90,00, then “B” shall be R90,00 + the value of “E”; and

·in relation to Izingwe, if the value of “C-D” is greater than R70,00, then “B” shall be R70,00 plus the value of “E”;

nis the number of Vested E Shares.

147.5The provisions of Articles 147.2, 147.3 and.147.4 shall apply mutatis mutandis (and the Company shall be entitled and obliged to convert a portion of the E Ordinary Shares held by the E Holder into Ordinary Shares and to cancel the balance of such E Ordinary Shares, mutatis mutandis on the basis described in those Articles) in the event that:

147.5.1any person shall have acquired the entire ordinary issued share capital of the Company in terms of, pursuant to and/or by the operation of either Section 311 or Section 440K of the Companies Act, No 61 of 1973 (as amended) (or any analogous provisions of the Companies Act, No 71 of 2008, as amended) (collectively “the Take-out Transaction”); and

147.5.2any person shall have made a written offer in respect of a Take-out Transaction and the Company shall have delivered, at its election, a written notice (“the Take-out Conversion Notice”) to the E Holder, advising the E Holder that the Company intends to and shall apply the provisions of Articles 147.2, 147.3 and 147.4 to all, but not a portion only, of the E Ordinary Shares then held by such E Holder,

provided that the Transaction Notice Date shall be deemed, for such purposes, to be the date on which such party shall so acquire the entire issued ordinary share capital of the Company or, in the event that

64

the Company shall have delivered a Take-out Conversion Notice to the E Holder, the date specified in such notice.

147.6Save as set out in this Article 147, the E Ordinary Shares shall rank pari passu in all respects with the Ordinary Shares, it being recorded, for the avoidance of doubt, that in the event that, save as required by operation of law, the Company shall take any action of whatsoever nature in relation to and/or in connection with the amendment of any of the rights attaching to the Ordinary Shares (including, without limitation, by the subdivision and/or consolidation of the Ordinary Shares, or any of them) the Company shall take the same action mutatis mutandis in relation to the E Ordinary Shares.

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EX-4.2

Exhibit 4.2

ANGLOGOLD ASHANTI HOLDINGS PLC
as Issuer

ANGLOGOLD ASHANTI LIMITED
as Guarantor

THE BANK OF NEW YORK MELLON,

Trustee

Indenture

Dated as of April 28, 2010

ANGLOGOLD ASHANTI HOLDINGS PLC
as Issuer

AND

ANGLOGOLD ASHANTI LIMITED
as Guarantor

Reconciliation and tie between Trust Indenture Act
of 1939 and Indenture, dated as of April 28, 2010

Trust Indenture Act Section	Indenture Section
§ 310(a)(1)	607(a)
(a)(2)	607(a)
(b)	608
§ 312(c)	701
§ 314(a)	703
(a)(4)	1004
(c)(1)	102
(c)(2)	102
(e)	102
§ 315(b)	601
§ 316(a)(last sentence)	101 (“Outstanding”)
(a)(1)(A)	502, 512
(a)(1)(B)	513
(b)	508
(c)	104(e)
§ 317(a)(1)	503
(a)(2)	504
(b)	1003
§ 318(a)	111

Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.

TABLE OF CONTENTS

		Page
PARTIES		1
RECITALS OF THE COMPANY		1
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 101. Definitions		2
	“Act”	2
	“Additional Amounts”	2
	“Affiliate”	2
	“Attributable Debt”	2
	“Authenticating Agent”	3
	“Authorized Newspaper”	3
	“Bearer Security”	3
	“Board of Directors”	3
	“Board Resolution”	3
	“Business Day”	3
	“Capital Markets Indebtedness”	4
	“Clearstream”	4
	“Commission”	4
	“Common Depositary”	4
	“Company”	4
	“Company Request” or “Company Order”	4
	“Consolidated Net Tangible Assets”	4
	“Conversion Date”	4
	“Conversion Event”	4
	“Corporate Trust Office”	5
	“corporation”	5
	“coupon”	5
	“Currency”	5
	“Debt”	5
	“Default”	5
	“Defaulted Interest”	5
	“Depositary”	5
	“Dollar” or “$”	5
	“Dollar Equivalent of the Currency Unit”	5
	“Dollar Equivalent of the Foreign Currency”	6
	“Election Date”	6
	“Euro”	6
	“Euroclear”	6
	“Event of Default”	6
	“Exchange Date”	6

“Exchange Rate Agent”	6
“Exchange Rate Officers’ Certificate”	6
“Federal Bankruptcy Code”	6
“Foreign Currency”	6
“Government Obligations”	6
“Guarantee”	7
“Guarantor”	7
“Guarantor Request” and “Guarantor Order”	7
“Holder”	7
“Indenture”	7
“Indexed Security”	7
“interest”	8
“Interest Payment Date”	8
“Lien”	8
“Margin Stock”	8
“Market Exchange Rate”	8
“Maturity”	8
“Officers’ Certificate”	8
“Opinion of Counsel”	9
“Original Issue Discount Security”	9
“Outstanding”	9
“Paying Agent”	10
“Person”	10
“Place of Payment”	10
“Predecessor Security”	10
“Principal Property”	10
“Project Finance Indebtedness”	11
“Redemption Date”	11
“Redemption Price”	11
“Registered Security”	11
“Regular Record Date”	11
“Repayment Date”	11
“Repayment Price”	12
“Responsible Officer”	12
“Restricted Securities”	12
“Restricted Subsidiary”	12
“Securities”	12
“Security Register” and “Security Registrar”	12
“Special Record Date”	12
“Stated Maturity”	12
“Subsidiary”	13
“Taxing Jurisdiction”	13
“Trust Indenture Act” or “TIA”	13
“Trustee”	13
“United States”	13
“United States person”	13

ii

	“Valuation Date”	13
	“Voting Stock”	13
	“Yield to Maturity”	13
SECTION 102. Compliance Certificates and Opinions		14
SECTION 103. Form of Documents Delivered to Trustee		14
SECTION 104. Acts of Holders		15
SECTION 105. Notices, etc. to Trustee, the Company and the Guarantor		17
SECTION 106. Notice to Holders; Waiver		18
SECTION 107. Effect of Headings and Table of Contents		19
SECTION 108. Successors and Assigns		19
SECTION 109. Separability Clause		19
SECTION 110. Benefits of Indenture		19
SECTION 111. Governing Law		19
SECTION 112. Legal Holidays		19
SECTION 113. Submission to Jurisdiction; Appointment of Agent for Service of Process		20
SECTION 114. Waiver of Jury Trial		20
SECTION 115. Force Majeure		21
ARTICLE TWO SECURITY FORMS
SECTION 201. Forms Generally		21
SECTION 202. Form of Trustee’s Certificate of Authentication		22
SECTION 203. Securities Issuable in Global Form		22
SECTION 204. Form of Guarantee		23
ARTICLE THREE THE SECURITIES
SECTION 301. Amount Unlimited; Issuable in Series		24
SECTION 302. Denominations		29
SECTION 303. Execution, Authentication, Delivery and Dating		29
SECTION 304. Temporary Securities		31
SECTION 305. Registration, Registration of Transfer and Exchange		34
SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities		38
SECTION 307. Payment of Interest; Interest Rights Preserved; Optional Interest Reset		39
SECTION 308. Optional Extension of Stated Maturity		42
SECTION 309. Persons Deemed Owners		43
SECTION 310. Cancellation		44
SECTION 311. Computation of Interest		44
SECTION 312. Currency and Manner of Payments in Respect of Securities		44
SECTION 313. Appointment and Resignation of Successor Exchange Rate Agent		48
SECTION 314. CUSIP Numbers		48

iii

ARTICLE FOUR SATISFACTION AND DISCHARGE
SECTION 401. Satisfaction and Discharge of Indenture	49
SECTION 402. Application of Trust Money	50
ARTICLE FIVE REMEDIES
SECTION 501. Events of Default	51
SECTION 502. Acceleration of Maturity; Rescission and Annulment	52
SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee	53
SECTION 504. Trustee May File Proofs of Claim	54
SECTION 505. Trustee May Enforce Claims Without Possession of Securities	55
SECTION 506. Application of Money Collected	55
SECTION 507. Limitation on Suits	56
SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest	56
SECTION 509. Restoration of Rights and Remedies	57
SECTION 510. Rights and Remedies Cumulative	57
SECTION 511. Delay or Omission Not Waiver	57
SECTION 512. Control by Holders	57
SECTION 513. Waiver of Past Defaults	58
SECTION 514. Waiver of Stay or Extension Laws	58
SECTION 515. Undertaking for Costs	58
SECTION 516. Statement by Officers as to Default	59
ARTICLE SIX THE TRUSTEE
SECTION 601. Notice of Defaults	59
SECTION 602. Certain Rights of Trustee	59
SECTION 603. Trustee Not Responsible for Recitals or Issuance of Securities	62
SECTION 604. May Hold Securities	62
SECTION 605. Money Held in Trust	62
SECTION 606. Compensation and Reimbursement	63
SECTION 607. Corporate Trustee Required; Eligibility	63
SECTION 608. Resignation and Removal; Appointment of Successor	64
SECTION 609. Acceptance of Appointment by Successor	65
SECTION 610. Merger, Conversion, Consolidation or Succession to Business	66
SECTION 611. Appointment of Authenticating Agent	67
ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
SECTION 701. Disclosure of Names and Addresses of Holders	68
SECTION 702. Reports by Trustee	69
SECTION 703. Reports by the Company and the Guarantor	69

iv

ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
SECTION 801. Company or Guarantor May Consolidate, etc., Only on Certain Terms	70
SECTION 802. Successor Person Substituted	71
SECTION 803. Assumption by Guarantor	71
ARTICLE NINE SUPPLEMENTAL INDENTURES
SECTION 901. Supplemental Indentures Without Consent of Holders	71
SECTION 902. Supplemental Indentures with Consent of Holders	73
SECTION 903. Execution of Supplemental Indentures	74
SECTION 904. Effect of Supplemental Indentures	75
SECTION 905. Conformity with Trust Indenture Act	75
SECTION 906. Reference in Securities to Supplemental Indentures	75
ARTICLE TEN COVENANTS
SECTION 1001. Payment of Principal, Premium, if any, and Interest	75
SECTION 1002. Maintenance of Office or Agency	75
SECTION 1003. Money for Securities Payments to Be Held in Trust	78
SECTION 1004. Statement as to Compliance	79
SECTION 1005. Additional Amounts	79
SECTION 1006. Limitation on Liens	81
SECTION 1007. Limitation on Sale and Leaseback Transactions	85
SECTION 1008. Waiver of Certain Covenants	86
SECTION 1009. Calculation of Original Issue Discount	87
ARTICLE ELEVEN REDEMPTION OF SECURITIES
SECTION 1101. Applicability of Article	87
SECTION 1102. Election to Redeem; Notice to Trustee	87
SECTION 1103. Selection by Trustee of Securities to Be Redeemed	87
SECTION 1104. Notice of Redemption	88
SECTION 1105. Deposit of Redemption Price	89
SECTION 1106. Securities Payable on Redemption Date	89
SECTION 1107. Securities Redeemed in Part	90
SECTION 1108. Optional Redemption Due to Changes in Tax Treatment	91
ARTICLE TWELVE SINKING FUNDS
SECTION 1201. Applicability of Article	91
SECTION 1202. Satisfaction of Sinking Fund Payments with Securities	92
SECTION 1203. Redemption of Securities for Sinking Fund	92

v

ARTICLE THIRTEEN REPAYMENT AT OPTION OF HOLDERS
SECTION 1301. Applicability of Article	93
SECTION 1302. Repayment of Securities	93
SECTION 1303. Exercise of Option	93
SECTION 1304. When Securities Presented for Repayment Become Due and Payable	94
SECTION 1305. Securities Repaid in Part	95
ARTICLE FOURTEEN DEFEASANCE AND COVENANT DEFEASANCE
SECTION 1401. Applicability of Article; Company’s and Guarantor’s Option to Effect Defeasance or Covenant Defeasance	95
SECTION 1402. Defeasance and Discharge	95
SECTION 1403. Covenant Defeasance	96
SECTION 1404. Conditions to Defeasance or Covenant Defeasance	97
SECTION 1405. Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	98
ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES
SECTION 1501. Purposes for Which Meetings May Be Called	100
SECTION 1502. Call, Notice and Place of Meetings	100
SECTION 1503. Persons Entitled to Vote at Meetings	100
SECTION 1504. Quorum; Action	101
SECTION 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings	102
SECTION 1506. Counting Votes and Recording Action of Meetings	103
ARTICLE SIXTEEN GUARANTEE OF SECURITIES
SECTION 1601. Guarantee	103
SECTION 1602. Execution of Guarantee	105
TESTIMONIUM	106
SIGNATURES AND SEALS	106
FORMS OF CERTIFICATION	EXHIBIT A

vi

INDENTURE, dated as of April 28, 2010, among AngloGold Ashanti Holdings plc, a corporation duly organized and existing under the laws of the Isle of Man (herein called the “Company”), having its principal office at 1st Floor, Atlantic House, 4-8 Circular Road, Douglas, Isle of Man, IM1 lAG, AngloGold Ashanti Limited, a corporation duly organized and existing under the laws of South Africa (herein called the “Guarantor”), having its principal office at 76 Jeppe Street, Newtown, Johannesburg, 2001 (PO Box 62117, Marshalltown, 2107), South Africa, and The Bank of New York Mellon, a New York banking corporation, as Trustee hereunder (herein called the “Trustee”).

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness (herein called the “Securities”), which may or may not be exchangeable for the Guarantor’s ordinary shares, to be issued in one or more series, unlimited as to principal amount, to bear such rates of interest, to mature at such times and to have such other provisions as shall be fixed as hereinafter provided.

The Guarantor has duly authorized the execution and delivery of this Indenture and deems it appropriate from time to time to issue its guaranty of the Securities on the terms herein provided.

This Indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions.

This Indenture is subject to South African Reserve Bank approval.

All things necessary to make this Indenture a valid agreement of the parties hereto, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows:

1

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.  Definitions.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1)the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(2)all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(3)all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with International Financial Reporting Standards, and, except as otherwise herein expressly provided, the term “International Financial Reporting Standards” with respect to any computation required or permitted hereunder shall mean such accounting standards as shall be applicable at the date of such computation; and

(4)the words “herein”, “hereof’ and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

Certain terms, used principally in Article Three, are defined in that Article.

“Act”, when used with respect to any Holder, has the meaning specified in Section 104.

“Additional Amounts” has the meaning specified in Section 1005.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Attributable Debt” means, as to any particular lease in a sale and leaseback transaction (as defined in Section 1007), synthetic lease or other finance-type lease under which any Person is at the time liable for a term of more than 12 months (but, for the sake of clarity, excluding any operating lease and lease entered into for the bona fide purpose of conducting mining, exploration or other operations), at any date as of which the amount thereof is to be determined, the total net amount of rent required to be

2

paid by such Person under such lease during the remaining term thereof (excluding any subsequent renewal or other extension options held by the lessee), discounted from the respective due dates thereof to such date at the rate of interest per annum implicit in the terms of such lease (as determined by any two directors, or any director and secretary, of the Guarantor), compounded monthly.  The net amount of rent required to be paid under any such lease for any such period shall be the aggregate amount of the rent payable by the lessee with respect to such period after excluding amounts required to be paid on account of maintenance and repairs, services, insurance, taxes, assessments, water rates and similar charges and contingent rents (such as those based on sales).  In the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount of rent shall include the lesser of (i) the total discounted net amount of rent required to be paid from the later of the first date upon which such lease may be so terminated or the date of the determination of such net amount of rent, as the case may be, and (ii) the amount of such penalty (in which event no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated).

“Authenticating Agent” means any Person appointed by the Trustee to act on behalf of the Trustee pursuant to Section 611 to authenticate Securities.

“Authorized Newspaper” means a newspaper, in the English language or in an official language of the country of publication, customarily published on each Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in each place in connection with which the term is used or in the financial community of each such place.  Where successive publications are required to be made in Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same city meeting the foregoing requirements and in each case on any Business Day.

“Bearer Security” means any Security except a Registered Security.

“Board of Directors” means, as the context may require, (1) with respect to the Company, either the Board of Directors of the Company or any committee of such Board of Directors duly authorized to act hereunder and (2) with respect to the Guarantor, either the Board of Directors of the Guarantor or any committee of such Board of Directors duly authorized to act hereunder.

“Board Resolution” means a copy of a resolution certified by any two directors of the Company, or any two directors, or any director and secretary, of the Guarantor, as the case may be, to have been duly adopted by its Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day”, when used with respect to any Place of Payment or any other particular location referred to in this Indenture or in the Securities, means, unless otherwise specified with respect to any Securities pursuant to Section 301, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking

3

institutions in that Place of Payment or other location are authorized or obligated by law or executive order to close.

“Capital Markets Indebtedness” means any indebtedness for money borrowed or interest thereon in the form of bonds, notes, debentures, loan stock or other similar securities that are, or are capable of being, quoted, listed or ordinarily dealt with in any stock exchange, over-the-counter or other securities market, having an original maturity of more than 365 days from its date of issue, or any guarantee or indemnity in respect thereof

“Clearstream” means Clearstream Banking, société anonyme, formerly known as Cedelbank, or its successor.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange Act of 1934, as amended, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Common Depositary” has the meaning specified in Section 304.

“Company” means the Person named as the “Company” in the first paragraph of this Indenture until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.

“Company Request” or “Company Order” means a written request or order signed in the name of the Company by any two directors of the Company, and delivered to the Trustee.

“Consolidated Net Tangible Assets” means the total amount of assets (less applicable reserves and other properly deductible items) after deducting therefrom (i) all current liabilities (excluding any current liabilities which are by their terms extendible or renewable at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being computed and excluding current maturities of long-term indebtedness and capital lease obligations) and (ii) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as set forth on the most recent balance sheet of the Guarantor and its consolidated Subsidiaries (but, in any event, as of a date within 150 days of the date of determination) prepared in accordance with International Financial Reporting Standards and expressed in Dollars.

“Conversion Date” has the meaning specified in Section 312(d).

“Conversion Event” means the cessation of use of (i) a Foreign Currency both by the government of the country which issued such Currency and by a central bank or other public institution of or within the international banking community for the settlement of transactions, (ii) the euro both within the European Union and for the

4

settlement of transactions by public institutions of or within the European Union or (iii) any currency unit (or composite currency) other than the euro for the purposes for which it was established.

“Corporate Trust Office” means the principal corporate trust office of the Trustee, at which at any particular time its corporate trust business shall be administered, which office on the date of execution of this Indenture is located at 101 Barclay Street, New York, Floor 4E, New York 10286, Attention: Global Finance Americas, or such other address as the Trustee may designate from time to time by notice to the Holders, the Company and the Guarantor, except that with respect to presentation of Securities for payment or for registration of transfer or exchange, such term shall mean the office or agency of the Trustee at which, at any particular time, its corporate agency business shall be conducted.

“corporation” includes corporations, associations, companies and business trusts.

“coupon” means any interest coupon appertaining to a Bearer Security.

“Currency” means any currency or currencies, composite currency or currency unit or currency units, including, without limitation, the euro, issued by the government of one or more countries or by any recognized confederation or association of such governments.

“Debt” means notes, bonds, debentures or other similar evidences of indebtedness for money borrowed.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Defaulted Interest” has the meaning specified in Section 307.

“Depositary” means the clearing agency registered under the Securities Exchange Act of 1934, as amended, that is designated to act as the depositary with respect to any Securities issued in global form, and unless otherwise provided in Section 301 with respect to any series of Securities, The Depository Trust Company shall be the initial Depositary for any series of Securities, until a successor shall have been appointed and become such pursuant to the applicable provisions of this Indenture and, thereafter, “Depositary” shall mean or include such successor.

“Dollar” or “$” means a dollar or other equivalent unit in such coin or currency of the United States of America as at the time shall be legal tender for the payment of public and private debts.

“Dollar Equivalent of the Currency Unit” has the meaning specified in Section 312(g).

5

“Dollar Equivalent of the Foreign Currency” has the meaning specified in Section 312(f).

“Election Date” has the meaning specified in Section 312(h).

“Euro” means the lawful currency of the member states of the European Union that adopt the single currency in accordance with the Treaty establishing the European Community, as amended by the Treaty on European Union.

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear System (or any successor securities clearing system).

“Event of Default” has the meaning specified in Section 501.

“Exchange Date” has the meaning specified in Section 304.

“Exchange Rate Agent” means, with respect to Securities of or within any series, unless otherwise specified with respect to any Securities pursuant to Section 301, a New York Clearing House bank, designated pursuant to Section 301 or Section 313.

“Exchange Rate Officers’ Certificate” means a certificate setting forth (i) the applicable Market Exchange Rate and (ii) the Dollar or Foreign Currency amounts of principal (and premium, if any) and interest, if any (on an aggregate basis and on the basis of a Security having the lowest denomination principal amount determined in accordance with Section 302 in the relevant Currency), payable with respect to a Security of any series on the basis of such Market Exchange Rate, sent (in the case of a telex) or signed (in the case of a certificate) by any two directors of the Company or any two directors, or any director and secretary, of the Guarantor, as applicable.

“Federal Bankruptcy Code” means the Bankruptcy Act of Title 11 of the United States Code, as amended from time to time.

“Foreign Currency” means any Currency other than Currency of the United States.

“Government Obligations” means, unless otherwise specified with respect to any series of Securities pursuant to Section 301, securities which are (i) direct obligations of the government which issued the Currency in which the Securities of a particular series are payable or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the government which issued the Currency in which the Securities of such series are payable, the payment of which is unconditionally guaranteed by such government, which, in either case, are full faith and credit obligations of such government payable in such Currency and are not callable or redeemable at the option of the issuer thereof and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on or principal of any such Government Obligation held by such custodian for the account of the holder of a depository receipt; provided that (except as required by law) such custodian is not authorized to make any

6

deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest or principal of the Government Obligation evidenced by such depository receipt.

“Guarantee” means the unconditional guarantee by the Guarantor of any Security of any series authenticated and delivered pursuant to this Indenture either (i) if specified, as contemplated by Section 301, to be applicable to Securities of such series and not endorsed on such Securities pursuant to Article Sixteen hereof, or (ii) in all other cases, endorsed on such Security.

“Guarantor” means the Person named as the “Guarantor” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Guarantor” shall mean such successor Person.

“Guarantor Request” and “Guarantor Order” mean, respectively, a written request or order signed in the name of the Guarantor by any two directors, or any director and secretary, of the Guarantor, and delivered to the Trustee.

“Holder” means, in the case of a Registered Security, the Person in whose name a Security is registered in the Security Register and, in the case of a Bearer Security, the bearer thereof and, when used with respect to any coupon, shall mean the bearer thereof.

“Indenture” means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, and shall include the terms of particular series of Securities established as contemplated by Section 301; provided, however, that, if at any time more than one Person is acting as Trustee under this instrument, “Indenture” shall mean, with respect to any one or more series of Securities for which such Person is Trustee, this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of particular series of Securities for which such Person is Trustee established as contemplated by Section 301, exclusive, however, of any provisions or terms which relate solely to other series of Securities for which such Person is not Trustee, regardless of when such terms or provisions were adopted, and exclusive of any provisions or terms adopted by means of one or more indentures supplemental hereto executed and delivered after such Person had become such Trustee but to which such Person, as such Trustee, was not a party.

“Indexed Security” means a Security the terms of which provide that the principal amount thereof payable at Stated Maturity may be more or less than the principal face amount thereof at original issuance.

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“interest”, when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity at the rate prescribed in such Original Issue Discount Security.

“Interest Payment Date”, when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.

“Lien” means any pledge, mortgage, lien, charge, encumbrance or security interest.

“Margin Stock” has the meaning specified in Regulation U of the Board of Governors of the U.S. Federal Reserve System.

“Market Exchange Rate” means, unless otherwise specified with respect to any Securities pursuant to Section 301, (i) for any conversion involving a currency unit on the one hand and Dollars or any Foreign Currency on the other, the exchange rate between the relevant currency unit and Dollars or such Foreign Currency calculated by the method specified pursuant to Section 301 for the Securities of the relevant series, (ii) for any conversion of Dollars into any Foreign Currency, the noon (New York City time) buying rate for such Foreign Currency for cable transfers quoted in New York City as certified for customs purposes by the Federal Reserve Bank of New York and (iii) for any conversion of one Foreign Currency into Dollars or another Foreign Currency, the spot rate at noon local time in the relevant market at which, in accordance with normal banking procedures, the Dollars or Foreign Currency into which conversion is being made could be purchased with the Foreign Currency from which conversion is being made from major banks located in either New York City, London or any other principal market for Dollars or such purchased Foreign Currency, in each case determined by the Exchange Rate Agent.  Unless otherwise specified with respect to any Securities pursuant to Section 301, in the event of the unavailability of any of the exchange rates provided for in the foregoing clauses (i), (ii) and (iii), the Exchange Rate Agent shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York as of the most recent available date, or quotations from one or more major banks in New York City, London or another principal market for the Currency in question, or such other quotations as the Exchange Rate Agent shall deem appropriate.  Unless otherwise specified by the Exchange Rate Agent, if there is more than one market for dealing in any Currency by reason of foreign exchange regulations or otherwise, the market to be used in respect of such Currency shall be that upon which a non-resident issuer of securities designated in such Currency would purchase such Currency in order to make payments in respect of such securities.

“Maturity”, when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, notice of redemption, notice of option to elect repayment or otherwise.

“Officers’ Certificate” means a certificate signed by any two directors of the Company or by any two directors, or any director and secretary, of the Guarantor, as

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applicable, that complies with the requirements of Section 314(e) of the Trust Indenture Act and is delivered to the Trustee.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company or the Guarantor or who may be an employee of or other counsel for the Company or the Guarantor.

“Original Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502.

“Outstanding”, when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

(i)Securities theretofore cancelled by the Trustee or Security Registrar or delivered to the Trustee or Security Registrar for cancellation;

(ii)Securities, or portions thereof, for whose payment or redemption or repayment at the option of the Holder money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company or the Guarantor) in trust or set aside and segregated in trust by the Company or the Guarantor (if the Company shall act as its own, or authorize the Guarantor to act as, Paying Agent) for the Holders of such Securities and any coupons appertaining thereto; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

(iii)Securities, except to the extent provided in Sections 1402 and 1403, with respect to which the Company or the Guarantor has effected defeasance and/or covenant defeasance as provided in Article Fourteen; and

(iv)Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting of Holders for quorum purposes, and for the purpose of making the calculations required by TIA Section 313, (i) the principal amount of an Original Issue Discount Security that may be counted in making such determination or calculation and that shall be deemed to be Outstanding for such purpose shall be equal to the amount of principal thereof that would be (or shall have been declared to be) due and payable, at the time of such determination, upon a declaration of acceleration of the maturity thereof pursuant to Section 502, (ii) the

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principal amount of any Security denominated in a Foreign Currency that may be counted in making such determination or calculation and that shall be deemed Outstanding for such purpose shall be equal to the Dollar equivalent, determined as of the date such Security is originally issued by the Company as set forth in an Exchange Rate Officers’ Certificate delivered to the Trustee, of the principal amount (or, in the case of an Original Issue Discount Security, the Dollar equivalent as of such date of original issuance of the amount determined as provided in clause (i) above) of such Security, (iii) the principal amount of any Indexed Security that may be counted in making such determination or calculation and that shall be deemed outstanding for such purpose shall be equal to the principal face amount of such Indexed Security at original issuance, unless otherwise provided with respect to such Security pursuant to Section 301, and (iv) Securities owned by the Company or the Guarantor or any other obligor upon the Securities or any Affiliate of the Company or the Guarantor or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making such calculation or in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer of the Trustee knows to be so owned shall be so disregarded.  Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or the Guarantor or any other obligor upon the Securities or any Affiliate of the Company or the Guarantor or such other obligor.

“Paying Agent” means any Person (including the Company acting as Paying Agent) authorized by the Company to pay the principal of (or premium, if any) or interest, if any, on any Securities on behalf of the Company.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Place of Payment” means, when used with respect to the Securities of or within any series, the place or places where the principal of (and premium, if any) and interest, if any, on such Securities are payable as specified as contemplated by Sections 301 and 1002.

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security or a Security to which a mutilated, destroyed, lost or stolen coupon appertains shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security or the Security to which the mutilated, destroyed, lost or stolen coupon appertains, as the case may be.

“Principal Property” means any mine, together with any fixtures comprising a part thereof, and any plant or other facility, together with any land upon

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which such plant or other facility is erected and fixtures comprising a part thereof, used primarily for mining or processing, in each case, and the net book value of which on the date as of which the determination is being made exceeds, with respect to a series of Securities, a certain percentage, set forth in the Board Resolution, Officer’s Certificate or supplemental indenture establishing such series, of Consolidated Net Tangible Assets; provided, that Principal Property shall not include (a) any mine, plant or facility which, in the opinion of the Board of Directors of the Guarantor, is not of material importance to the total business conducted by the Guarantor and the Restricted Subsidiaries as an entirety or (b) any portion of a particular mine, plant or facility which, in the opinion of the Guarantor is not of material importance to the use or operation of such mine, plant or facility.

“Project Finance Indebtedness” means any indebtedness incurred in relation to any asset for the purposes of financing the whole or any part of the acquisition, creation, construction, operation, improvement or development of such asset where the financial institution(s) or other persons to whom such indebtedness is owed (and any trustees or other agents therefor) has or have recourse to (i) the applicable project borrower (where such project borrower is formed solely or principally for the purpose of the relevant project) and any or all of its rights and assets and/or (ii) such asset (or any derivative asset thereof) but, in either case, does not or do not have recourse to the Guarantor or any Subsidiary other than in respect of (a) the Guarantor or such Subsidiary’s interests in the equity or indebtedness of the applicable project borrower or the interests of the Guarantor or any other Subsidiary in the equity or indebtedness of any Subsidiary whose primary asset is its direct or indirect interests in the equity or indebtedness of the applicable project borrower, (b) the rights of the applicable project borrower under any contract with the Guarantor or any other Subsidiary or (c) claims for indemnity or damages arising from breach of representations or covenants made by the Guarantor or such Subsidiary to such financial institution or other person.

“Redemption Date”, when used with respect to any Security to be redeemed, in whole or in part, means the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price”, when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“Registered Security” means any Security registered in the Security Register.

“Regular Record Date” for the interest payable on any Interest Payment Date on the Registered Securities of or within any series means the date specified for that purpose as contemplated by Section 301.

“Repayment Date” means, when used with respect to any Security to be repaid at the option of the Holder, the date fixed for such repayment pursuant to this Indenture.

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“Repayment Price” means, when used with respect to any Security to be repaid at the option of the Holder, the price at which it is to be repaid pursuant to this Indenture.

“Responsible Officer”, when used with respect to the Trustee, means any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or assistant trust officer, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above-designated officers, and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Securities” has the meaning specified in Section 1006.

“Restricted Subsidiary” means any Subsidiary wholly owned by the Guarantor which owns a Principal Property; provided, that Restricted Subsidiary shall not include any Subsidiary the primary business of which consists of financing operations in connection with leasing and conditional sales transactions on behalf of the Company, the Guarantor and their Subsidiaries, and/or purchasing accounts receivable and/or making loans secured by accounts receivable or inventory, or which is otherwise primarily engaged in the business of a finance company.  In the event that there shall be at any time a question as to whether a Subsidiary is described in the foregoing clause (a) or (b) or an exception described herein, such matter shall be determined for all purposes of this Indenture by a Board Resolution.

“Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture; provided, however, that if at any time there is more than one Person acting as Trustee under this Indenture, “Securities” with respect to the Indenture as to which such Person is Trustee shall have the meaning stated in the first recital of this Indenture and shall more particularly mean Securities authenticated and delivered under this Indenture, exclusive, however, of Securities of any series as to which such Person is not Trustee.

“Security Register” and “Security Registrar” have the respective meanings specified in Section 305.

“Special Record Date” for the payment of any Defaulted Interest on the Registered Securities of or within any series means a date fixed by the Trustee pursuant to Section 307.

“Stated Maturity”, when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security or a coupon representing such installment of interest as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable, as such date may be extended pursuant to the provisions of Section 308.

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“Subsidiary” means any corporation of which at the time of determination the Guarantor, directly and/or indirectly through one or more Subsidiaries, owns more than 50% of the shares of Voting Stock.

“Taxing Jurisdiction” means South Africa or the Isle of Man, any other jurisdiction where the Company or the Guarantor is tax resident or in which the Company does business, the government of a jurisdiction in which any successor to the Company is organized or tax resident or any political subdivision or taxing authority thereof or therein.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in force at the date as of which this Indenture was executed, except as provided in Section 905 provided, however, that in the event the Trust Indenture Act is amended after such date, “Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as so amended.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder; provided, however, that if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean only the Trustee with respect to Securities of that series.

“United States” means, unless otherwise specified with respect to any Securities pursuant to Section 301, the United States of America (including the states and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction.

“United States person” means, unless otherwise specified with respect to any Securities pursuant to Section 301, an individual who is a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States or an estate or trust the income of which is subject to United States federal income taxation regardless of its source.

“Valuation Date” has the meaning specified in Section 312(c).

“Voting Stock” means stock of the class or classes having general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of a corporation (irrespective of whether or not at the time stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

“Yield to Maturity” means the yield to maturity, computed at the time of issuance of a Security (or, if applicable, at the most recent redetermination of interest on such Security) and as set forth in such Security in accordance with generally accepted United States bond yield computation principles.

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SECTION 102.  Compliance Certificates and Opinions.

Upon any application or request by the Company or the Guarantor to the Trustee to take any action under any provision of this Indenture, the Company or the Guarantor, as the case may be, shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture (other than pursuant to Section 1004) shall include:

(1)           a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(2)           a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3)           a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4)           a statement as to whether, in the opinion of each such individual, such covenant or condition has been complied with.

SECTION 103.  Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of a director or an officer of the Company or the Guarantor may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such director or officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous.

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Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, a director or officer of the Company or the Guarantor, as the case may be, stating that the information with respect to such factual matters is in the possession of the Company or the Guarantor, as the case may be, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

SECTION 104.  Acts of Holders.

(a)           Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of the Outstanding Securities of all series or one or more series, as the case may be, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing.  If Securities of a series are issuable as Bearer Securities, any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of such series may, alternatively, be embodied in and evidenced by the record of Holders of Securities of such series voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders of Securities of such series duly called and held in accordance with the provisions of Article Fifteen, or a combination of such instruments and any such record.  Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company and the Guarantor.  Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments or so voting at any such meeting.  Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee, the Company and the Guarantor and any agent of the Trustee, the Company or the Guarantor, if made in the manner provided in this Section.  The record of any meeting of Holders of Securities shall be proved in the manner provided in Section 1506.

(b)           The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof.  Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of authority.  The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

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(c)           The principal amount and serial numbers of Registered Securities held by any Person, and the date of holding the same, shall be proved by the Security Register.

(d)           The principal amount and serial numbers of Bearer Securities held by any Person, and the date of holding the same, may be proved by the production of such Bearer Securities or by a certificate executed, as depositary, by any trust company, bank, banker or other depositary reasonably acceptable to the Company and the Guarantor, wherever situated, if such certificate shall be deemed by the Trustee to be satisfactory, showing that at the date therein mentioned such Person had on deposit with such depositary, or exhibited to it, the Bearer Securities therein described; or such facts may be proved by the certificate or affidavit of the Person holding such Bearer Securities, if such certificate or affidavit is deemed by the Trustee to be satisfactory.  The Trustee, the Company and the Guarantor may assume that such ownership of any Bearer Security continues until (1) another certificate or affidavit bearing a later date issued in respect of the same Bearer Security is produced, or (2) such Bearer Security is produced to the Trustee by some other Person, or (3) such Bearer Security is surrendered in exchange for a Registered Security, or (4) such Bearer Security is no longer Outstanding.  The principal amount and serial numbers of Bearer Securities held by any Person, and the date of holding the same, may also be proved in any other manner that the Trustee deems sufficient.

(e)           If the Company or the Guarantor shall solicit from the Holders of Registered Securities any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company or the Guarantor, as the case may be, may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but neither the Company nor the Guarantor shall have any obligation to do so.  Notwithstanding TIA Section 316(c), such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the date such solicitation is completed.  If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date.

(f)            Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or

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suffered to be done by the Trustee, the Company or the Guarantor in reliance thereon, whether or not notation of such action is made upon such Security.

SECTION 105.  Notices, etc. to Trustee, the Company and the Guarantor.

Any notice or communication shall be sufficiently given to the Trustee, the Company or the Guarantor, as the case may be, if written and (a) if delivered in person, when received or (b) if mailed by registered or overnight mail, the official postmark date or (c) as between the Company, the Guarantor or the Trustee, if sent by facsimile transmission, when transmission is confirmed, in each case addressed as follows:

if to the Company:
AngloGold Ashanti Holdings plc
1st Floor
Atlantic House
4-8 Circular Road
Douglas
Isle of Man IM1 1GA
Telephone No.:   +44 (1624) 697 280
Facsimile No.: +44 (1624) 613 874

if to the Guarantor:
AngloGold Ashanti Limited
76 Jeppe Street
Newtown, Johannesburg, 2001
PO Box 62117, Marshalltown, 2107
South Africa
Telephone No.: +27 (11) 637-6000
Facsimile No.: +27 (11) 637-6666
Attention:  The Company Secretary

if to the Trustee:
101 Barclay Street, 4E
New York, New York 10286
United States of America
Telephone No.: +1 212 815 5587
Facsimile No.: +1 212 815 5366
Attention:  Global Finance Americas, International Team

The Trustee agrees to accept and act upon facsimile or email transmission of written instructions pursuant to this Indenture; provided, however, that (a) the party providing such written instructions, subsequent to such transmission of written instructions, shall provide the originally executed instructions or directions to the Trustee in a timely manner, and (b) such originally executed instructions or directions shall be signed by an authorized representative of the party providing such instructions or directions.

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The Company, the Guarantor or the Trustee by written notice to the other may designate additional or different addresses for subsequent notices or communications.

SECTION 106.  Notice to Holders; Waiver.

Where this Indenture provides for notice of any event to Holders of Registered Securities by the Company, the Guarantor or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each such Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice.  In any case where notice to Holders of Registered Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders of Registered Securities or the sufficiency of any notice to Holders of Bearer Securities given as provided.  Any notice mailed to a Holder in the manner herein prescribed shall be conclusively deemed to have been received by such Holder, whether or not such Holder actually receives such notice.

In case, by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impractical to mail notice of any event to Holders of Registered Securities when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be sufficient giving of such notice for every purpose hereunder.

Except as otherwise expressly provided herein or otherwise specified with respect to any Securities pursuant to Section 301, where this Indenture provides for notice to Holders of Bearer Securities of any event, such notice shall be sufficiently given to Holders of Bearer Securities if published in an Authorized Newspaper in The City of London and in such other city or cities as may be specified in such Securities on a Business Day at least twice, the first such publication to be not earlier than the earliest date, and not later than the latest date, prescribed for the giving of such notice.  Any such notice shall be deemed to have been given on the date of the first such publication.

In case, by reason of the suspension of publication of any Authorized Newspaper or Authorized Newspapers or by reason of any other cause, it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder.  Neither the failure to give notice by publication to Holders of Bearer Securities as provided above, nor any defect in any notice so published, shall affect the sufficiency of such notice with respect to other Holders of Bearer Securities or the sufficiency of any notice to Holders of Registered Securities given as provided herein.

Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language.

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Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

SECTION 107.  Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 108.  Successors and Assigns.

All covenants and agreements in this Indenture by the Company or the Guarantor shall bind their successors and assigns, whether so expressed or not.

SECTION 109.  Separability Clause.

In case any provision in this Indenture or in any Security or coupon shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 110.  Benefits of Indenture.

Nothing in this Indenture or in the Securities or coupons or any Guarantee, express or implied, shall give to any Person, other than the parties hereto, any Authenticating Agent, any Paying Agent, any Securities Registrar and their successors hereunder and the Holders of Securities or coupons, any benefit or any legal or equitable right, remedy or claim under this Indenture.

SECTION 111.  Governing Law.

This Indenture and the Securities and coupons shall be governed by and construed in accordance with the law of the State of New York.  This Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions.

SECTION 112.  Legal Holidays.

In any case where any Interest Payment Date, Redemption Date, sinking fund payment date or Stated Maturity or Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of any Security or coupon other than a provision in the Securities of any series which specifically states that such provision shall apply in lieu of this Section), payment of principal (or premium, if any) or interest, if any, need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date or sinking fund payment date, or at the Stated Maturity or Maturity;

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provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date, sinking fund payment date, Stated Maturity or Maturity, as the case may be.

SECTION 113.  Submission to Jurisdiction; Appointment of Agent for Service of Process.

The Company hereby appoints AngloGold Ashanti North America Inc. acting through its office at 7400 East Orchard Road, Suite 350, Greenwood Village, Colorado 80111 as its authorized agent (the “Authorized Agent”) upon which process may be served in any legal action or proceeding against the Company with respect to its obligations under this Indenture or the Securities of any series, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Holder of any Security and the Company agrees that service of process upon such Authorized Agent, together with written notice of said service to the Company by the Person serving the same addressed as provided in Section 105, shall be deemed in every respect effective service of process upon the Company in any such legal action or proceeding.  The Company hereby irrevocably submits to the non-exclusive jurisdiction of any such court in respect of any such legal action or proceeding and waives any objection it may have to the laying of the venue of any such legal action or proceeding.  Such designation shall be irrevocable until all amounts in respect of the principal of and any premium and interest due and to become due on or in respect of all the Securities issued under this Indenture have been paid by the Company or the Guarantor, as the case may be, to the Trustee pursuant to the terms hereof, the Securities and the Guarantee.  Notwithstanding the foregoing, the Company reserves the right to appoint another Person, selected in its discretion, as a successor Authorized Agent, and upon acceptance of such consent to service of process by such a successor the designation of the prior Authorized Agent shall terminate.  The Company shall give written notice to the Trustee and all Holders of the designation by it of a successor Authorized Agent.  If for any reason AngloGold Ashanti North America Inc. ceases to be able to act as the Authorized Agent, the Company will appoint a successor Authorized Agent in accordance with the preceding sentence.  The Company further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation of such agent in full force and effect until this Indenture has been satisfied and discharged.  Service of process upon the Authorized Agent addressed to it at the address set forth above, as such address may be changed by notice given by the Authorized Agent to the Trustee, together with written notice of such service mailed or delivered to the Company shall be deemed, in every respect, effective service of process on the Company.

SECTION 114.  Waiver of Jury Trial.

EACH OF THE COMPANY, THE GUARANTOR AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

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SECTION 115.  Force Majeure.

In no event shall the trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of god, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

ARTICLE TWO

SECURITY FORMS

SECTION 201.  Forms Generally.

The Registered Securities, if any, of each series and the Bearer Securities, if any, of each series and related coupons shall be in substantially the forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the directors and officers executing such Securities or coupons, as evidenced by their execution of the Securities or coupons.  If the forms of Securities or coupons of any series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by a director of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities or coupons.  Any portion of the text of any Security may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Security.

Unless otherwise specified as contemplated by Section 301, Securities in bearer form shall have interest coupons attached.

If Article Sixteen is to be applicable to Securities of any series, established as contemplated by Section 301, then Securities of each such series shall bear a Guarantee in substantially the form set forth in Section 204.  For any other series of Securities, the Guarantee shall be endorsed on the Securities and shall be substantially in the form established by or pursuant to Board Resolutions of the Guarantor in accordance with Section 301 or one or more indentures supplemental hereto.  Notwithstanding the foregoing, the Guarantee or the Guarantees to be endorsed on the Securities of any series may have such appropriate insertions, omissions, substitutions and other corrections from the forms thereof referred to above as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or

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endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the directors or officers delivering the same, in each case as evidenced by such delivery.

The Trustee’s certificate of authentication on all Securities shall be in substantially the form set forth in this Article.

The definitive Securities and coupons shall be printed, lithographed or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities or coupons.

SECTION 202.  Form of Trustee’s Certificate of Authentication.

Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

Dated:

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK MELLON,
as Trustee

By

Authorized Signatory

SECTION 203.  Securities Issuable in Global Form.

If Securities of or within a series are issuable in global form, as specified as contemplated by Section 301, then, notwithstanding clause (8) of Section 301, any such Security shall represent such of the Outstanding Securities of such series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities of such series from time to time endorsed thereon and that the aggregate amount of Outstanding Securities of such series represented thereby may from time to time be increased or decreased to reflect exchanges.  Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 303 or Section 304.  Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Company Order.  If a Company Order pursuant to Section 303 or Section 304

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has been, or simultaneously is, delivered, any instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing but need not comply with Section 102 and need not be accompanied by an Opinion of Counsel.

The provisions of the last sentence of the penultimate paragraph of Section 303 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and the Company delivers to the Trustee the Security in global form together with written instructions (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented thereby, together with the written statement contemplated by the last sentence of the penultimate paragraph of Section 303.

Notwithstanding the provisions of Section 307, unless otherwise specified as contemplated by Section 301, payment of principal of (and premium, if any) and interest, if any, on any Security in permanent global form shall be made to the Person or Persons specified therein.

Notwithstanding the provisions of Section 309 and except as provided in the preceding paragraph, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor and the Trustee shall treat as the Holder of such principal amount of Outstanding Securities represented by a permanent global Security (i) in the case of a permanent global Security in registered form, the Holder of such permanent global Security in registered form, or (ii) in the case of a permanent global Security in bearer form, Euroclear or Clearstream.

SECTION 204.  Form of Guarantee.

The Guarantee afforded by Article Sixteen shall be endorsed on the Securities of any applicable series substantially as follows:

For value received, AngloGold Ashanti Limited, a corporation duly organized and existing under the laws of South Africa (herein called the “Guarantor”, which term includes any successor Person under the Indenture (the “Indenture”) referred to in the Security on which this Guarantee is endorsed), has unconditionally guaranteed, pursuant to the terms of the Guarantee contained in Article Sixteen of the Indenture, the due and punctual payment of the principal of and any premium and interest on such Security, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of such Security and the Indenture.

All payments pursuant to this Guarantee shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Isle of Man or South Africa or the jurisdiction of organization of any successor to the Company or the Guarantor, or any political subdivision or taxing

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authority thereof or therein, unless such taxes, duties, assessments or governmental charges are required by the Isle of Man or South Africa or such other jurisdiction or any such subdivision or authority to be withheld or deducted.  In that event, the Guarantor will pay such Additional Amounts as will result (after deduction of such taxes, duties, assessments or governmental charges and any additional taxes, duties, assessments or governmental charges payable in respect of such) in the payment to the Holder of the Security on which this Guarantee is endorsed of the amounts which would have been payable in respect of the Guarantee thereof had no such withholding or deduction been required, subject to certain exceptions as set forth in Article Ten of the Indenture.

The obligations of the Guarantor to the Holders of the Securities and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article Sixteen of the Indenture, and reference is hereby made to such Article and Indenture for the precise terms of the Guarantee.

The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this Guarantee is endorsed shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized signatories.

Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Indenture.

IN WITNESS WHEREOF, the Guarantor has caused this instrument to be duly executed.

Dated:
ANGLOGOLD ASHANTI LIMITED
By:
	Name:
	Title:

ARTICLE THREE

THE SECURITIES

SECTION 301.  Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series.  There shall be established in one or more Board Resolutions or pursuant to authority granted by one or

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more Board Resolutions and, subject to Section 303, set forth in, or determined in the manner provided in, an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, any or all of the following, as applicable (each of which (except for the matters set forth in clauses (1), (2) and (17) below), if so provided, may be determined from time to time by the Company with respect to unissued Securities of the series and set forth in such Securities of the series when issued from time to time):

(1)           the title of the Securities of the series (which shall distinguish the Securities of the series from all other series of Securities);

(2)           any limit upon the aggregate principal amount of the Securities of the series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906, 1107 or 1305);

(3)           the date or dates, or the method by which such date or dates will be determined or extended, on which the principal of the Securities of the series is payable;

(4)           the rate or rates at which the Securities of the series shall bear interest, if any, or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrue, or the method by which such date or dates shall be determined, the Interest Payment Dates on which such interest shall be payable and the Regular Record Date, if any, for the interest payable on any Registered Security on any Interest Payment Date, or the method by which such date or dates shall be determined, and the basis upon which interest shall be calculated if other than on the basis of a 360-day year of twelve 30-day months;

(5)           the place or places, if any, other than or in addition to the Borough of Manhattan, The City of New York, where the principal of (and premium, if any) and interest, if any, on Securities of the series shall be payable, where any Registered Securities of the series may be surrendered for registration of transfer, where Securities of the series may be surrendered for exchange, where Securities of the series that are exchangeable may be surrendered for exchange, as applicable and, if different than the location specified in Section 106, the place or places where notices or demands to or upon the Company in respect of the Securities of the series and this Indenture may be served;

(6)           the period or periods within which, the price or prices at which, the Currency in which, and other terms and conditions upon which Securities of the series may be redeemed, in whole or in part, at the option of the Company, if the Company is to have that option;

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(7)           the obligation, if any, of the Company to redeem, repay or purchase Securities of the series pursuant to any sinking fund or analogous provision or at the option of a Holder thereof, and the period or periods within which, the price or prices at which, the Currency in which, and other terms and conditions upon which Securities of the series shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation;

(8)           if other than denominations of $1,000 and any integral multiple thereof, the denomination or denominations in which any Registered Securities of the series shall be issuable and, if other than denominations of $5,000, the denomination or denominations in which any Bearer Securities of the series shall be issuable;

(9)           if other than the Trustee, the identity of each Security Registrar and/or Paying Agent;

(10)         if other than the principal amount thereof, the portion of the principal amount of Securities of the series that shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502 or the method by which such portion shall be determined;

(11)         if other than Dollars, the Currency in which payment of the principal of (or premium, if any) or interest, if any, on the Securities of the series shall be payable or in which the Securities of the series shall be denominated and the particular provisions applicable thereto in accordance with, in addition to or in lieu of any of the provisions of Section 312;

(12)         whether the amount of payments of principal of (or premium, if any) or interest, if any, on the Securities of the series may be determined with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on one or more Currencies, commodities, equity indices or other indices), and the manner in which such amounts shall be determined;

(13)         whether the principal of (or premium, if any) or interest, if any, on the Securities of the series are to be payable, at the election of the Company, the Guarantor or a Holder thereof, in a Currency other than that in which such Securities are denominated or stated to be payable, the period or periods within which (including the Election Date), and the terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency in which such Securities are denominated or stated to be payable and the Currency in which such Securities are to be so payable, in each case in accordance with, in addition to or in lieu of any of the provisions of Section 312;

(14)         the designation of the initial Exchange Rate Agent, if any;

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(15)         the applicability, if any, of Sections 1402 and/or 1403 to the Securities of the series and any provisions in modification of, in addition to or in lieu of any of the provisions of Article Fourteen that shall be applicable to the Securities of the series;

(16)         provisions, if any, granting special rights to the Holders of Securities of the series, including any provisions requiring the Company to make offers to repurchase Securities, upon the occurrence of such events as may be specified;

(17)         any deletions from, modifications of or additions to the Events of Default or covenants (including any deletions from, modifications of or additions to Section 1008) of the Company or the Guarantor, as the case may be, with respect to Securities of the series, whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein;

(18)         whether Securities of the series are to be issuable as Registered Securities, Bearer Securities (with or without coupons) or both, any restrictions applicable to the offer, sale or delivery of Bearer Securities, whether any Securities of the series are to be issuable initially in temporary global form and whether any Securities of the series are to be issuable in permanent global form with or without coupons and, if so, whether beneficial owners of interests in any such permanent global Security may exchange such interests for Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner provided in Section 305, whether Registered Securities of the series may be exchanged for Bearer Securities of the series (if permitted by applicable laws and regulations), whether Bearer Securities of the series may be exchanged for Registered Securities of such series, and the circumstances under which and the place or places where any such exchanges may be made and if Securities of the series are to be issuable in global form, the identity of any initial depository therefor;

(19)         the date as of which any Bearer Securities of the series and any temporary global Security representing Outstanding Securities of the series shall be dated if other than the date of original issuance of the first Security of the series to be issued;

(20)         the Person to whom any interest on any Registered Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, the manner in which, or the Person to whom, any interest on any Bearer Security of the series shall be payable, if otherwise than upon presentation and surrender of the coupons appertaining thereto as they severally mature, and the extent to which, or the manner in which, any interest payable on a temporary global Security on an Interest Payment Date will be paid if other than in the manner provided in Section 304;

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(21)         if Securities of the series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and/or terms of such certificates, documents or conditions;

(22)         if the Securities of the series are to be issued upon the exercise of warrants, the time, manner and place for such Securities to be authenticated and delivered;

(23)         whether, under what circumstances and the Currency in which the Company or the Guarantor will pay Additional Amounts as contemplated by Section 1005 on the Securities of the series to any Holder who is not a United States person (including any modification to the definition of such term) in respect of any tax, assessment or governmental charge and, if so, whether the Company or the Guarantor will have the option to redeem such Securities rather than pay such Additional Amounts (and the terms of any such option);

(24)         if the Securities of the series are to be exchangeable for any securities of any Person (including the Guarantor), the terms and conditions upon which such Securities will be so exchangeable;

(25)         if the Securities will be entitled to the benefit of the Guarantee afforded by Article Sixteen or, if not, the form of the Guarantee to be endorsed on the Securities;

(26)         if the Securities of the series or the Guarantee therefor are to be subordinated to any other Debt, the terms and conditions of such subordination;

(27)         the percentages applicable to each of (i) the definition of Principal Property, (ii) Section 1006 and (iii) Section 1007(a) for such Securities; and

(28)         any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to the series (which terms shall not be inconsistent with the requirements of the Trust Indenture Act or the provisions of this Indenture).

All Securities of any one series and the coupons appertaining to any Bearer Securities of such series shall be substantially identical except, in the case of Registered Securities, as to denomination and except as may otherwise be provided in or pursuant to such Board Resolution (subject to Section 303) and set forth in such Officers’ Certificate or in any such indenture supplemental hereto.  Not all Securities of any one series need be issued at the same time, and, unless otherwise provided, a series may be reopened without the consent of the Holders for issuances of additional Securities of such series; provided, however, that in the case of Registered Securities offered for sale in the United States, no such additional Securities may be issued unless they are fungible with the Securities of such series for U.S. federal income tax purposes.

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If any of the terms of the series are established by action taken pursuant to one or more Board Resolutions, such Board Resolutions shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.

SECTION 302.  Denominations.

The Securities of each series shall be issuable in such denominations as shall be specified as contemplated by Section 301.  With respect to Securities of any series denominated in Dollars, in the absence of any such provisions, the Registered Securities of such series, other than Registered Securities issued in global form (which may be of any denomination), shall be issuable in denominations of $1,000 and any integral multiple thereof and the Bearer Securities of such series, other than the Bearer Securities issued in global form (which may be of any denomination), shall be issuable in a denomination of $5,000.

SECTION 303.  Execution, Authentication, Delivery and Dating.

The Securities and any coupons appertaining thereto and the Guarantees to be noted or endorsed on the Securities shall be executed on behalf of the Company by any two directors of the Company, and on behalf of the Guarantor by any two directors of the Guarantor.  The signature of any of these persons on the Securities or coupons and the Guarantees, as the case may be, may be the manual or facsimile signatures of the present or any future such director or officer and may be imprinted or otherwise reproduced on the Securities.  If Article Sixteen is to be applicable to the Securities of any series, established as contemplated by Section 301, then the Guarantees noted or endorsed on the Securities of such series shall be executed as provided in Section 1602.

Securities or coupons or any Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper directors or officers of the Company or the Guarantor, as the case may be, shall bind the Company or the Guarantor, as the case may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or Guarantee or did not hold such offices at the date of such Securities or coupons or such Guarantee.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series together with any coupon appertaining thereto, executed by the Company, having Guarantees noted or endorsed thereon executed by the Guarantor, to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such Company Order shall authenticate and deliver such Securities; provided, however, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and provided further that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate in the form set forth in Exhibit A-1 to this Indenture, dated no earlier than 15 days prior to the earlier of the date on which such Bearer Security is delivered and the

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date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture.  If any Security shall be represented by a permanent global Security, then, for purposes of this Section and Section 304, the notation of a beneficial owner’s interest therein upon original issuance of such Security or upon exchange of a portion of a temporary global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner’s interest in such permanent global Security.  Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and cancelled.  If not all the Securities of any series are to be issued at one time and if the Board Resolution, Officer’s Certificate or supplemental indenture establishing such series shall so permit, such Company Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining terms of particular Securities of such series such as interest rate, stated maturity, date of issuance and date from which interest shall accrue.

In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be given, and (subject to TIA Sections 315(a) through 315(d)) shall be fully protected in relying upon, an Opinion of Counsel stating:

(a)           that the form or forms of such Securities and any coupons and Guarantee have been established in conformity with the provisions of this Indenture;

(b)           that the terms of such Securities and any coupons and Guarantee have been established in conformity with the provisions of this Indenture;

(c)           that such Securities, together with any coupons appertaining thereto and the Guarantee thereof, when completed by appropriate insertions and executed and delivered by the Company and the Guarantor, as applicable, to the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute the legal, valid and binding obligations of the Company and the Guarantor, respectively, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting the enforcement of creditors’ rights, to general equitable principles and to such other qualifications as such counsel shall conclude do not materially affect the rights of Holders of such Securities and any coupons; and

(d)           all conditions precedent in respect of the execution and delivery by the Company and the Guarantor, as applicable, of such Securities have been complied with.

Notwithstanding the provisions of Section 301 and of the preceding two paragraphs, if not all the Securities of any series are to be issued at one time, it shall not

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be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise required pursuant to the preceding two paragraphs prior to or at the time of issuance of each Security, but such documents shall be delivered prior to or at the time of issuance of the first Security of such series.

The Trustee shall not be required to authenticate and deliver any such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

Each Registered Security shall be dated the date of its authentication and each Bearer Security shall be dated as of the date specified as contemplated by Section 301.

No Security or coupon, or Guarantee, shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security, coupon and Guarantee have been duly authenticated and delivered hereunder and are entitled to the benefits of this Indenture.  Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 310 together with a written statement (which need not comply with Section 102 and need not be accompanied by an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes of this Indenture such Security, and the related Guarantee, shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture (including, if applicable, the Guarantee pursuant to Article Sixteen).

The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute delivery of the Guarantee endorsed or noted thereon on behalf of the Guarantor.  The Guarantor by its execution of this Indenture hereby authorizes the Company, in the name and on behalf of the Guarantor, to confirm the applicable Guarantee to the Holder of each Security authenticated and delivered hereunder by its execution and delivery of each such Security, with such Guarantee noted or endorsed thereon, authenticated and delivered by the Trustee.  When delivered pursuant to the provisions of Section 303 hereof, only Guarantees endorsed or noted on the Securities shall bind the Guarantor, notwithstanding the fact that the Guarantee does not bear the signature of the Guarantor.

SECTION 304.  Temporary Securities.

Pending the preparation of definitive Securities of any series, the Company may execute, the Guarantor may execute its Guarantee to be noted or endorsed on, and upon Company Order the Trustee shall authenticate and deliver, temporary

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Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions, omissions, substitutions and other variations as conclusively the directors or officers executing such Securities, or Guarantees or notations of the Guarantee pursuant to Article Sixteen, as applicable, may determine, as conclusively evidenced by their execution of such Securities or Guarantees or notations, as the case may be.  Such temporary Securities may be in global form.

Except in the case of temporary Securities in global form (which shall be exchanged in accordance with the provisions of the following paragraphs), if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay.  After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder.  Upon surrender for cancellation of any one or more temporary Securities of any series (accompanied by any unmatured coupons appertaining thereto), the Company shall execute, and the Guarantor shall execute the Guarantee noted or endorsed on, and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of the same series of authorized denominations; provided, however, that no definitive Bearer Security shall be delivered in exchange for a temporary Registered Security; and provided further that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth in Section 303.  Until so exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series.

If temporary Securities of any series are issued in global form, any such temporary global Security shall, unless otherwise provided therein, be delivered to the London office of a depositary or common depositary (the “Common Depositary”), for the benefit of Euroclear and Clearstream, for credit to the respective accounts of the beneficial owners of such Securities (or to such other accounts as they may direct).

Without unnecessary delay but in any event not later than the date specified in, or determined pursuant to the terms of, any such temporary global Security (the “Exchange Date”), the Company shall deliver to the Trustee definitive Securities, in aggregate principal amount equal to the principal amount of such temporary global Security, executed by the Company and, as applicable, the Guarantor.  On or after the Exchange Date such temporary global Security shall be surrendered by the Common Depositary to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge and the Trustee shall authenticate and deliver, in exchange for each portion of such temporary global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such temporary global Security to be exchanged.  The definitive Securities to be delivered in exchange

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for any such temporary global Security shall be in bearer form, registered form, permanent global bearer form or permanent global registered form, or any combination thereof, as specified as contemplated by Section 301, and, if any combination thereof is so specified, as requested by the beneficial owner thereof; provided, however, that, unless otherwise specified in such temporary global Security, upon such presentation by the Common Depositary, such temporary global Security is accompanied by a certificate dated the Exchange Date or a subsequent date and signed by Euroclear as to the portion of such temporary global Security held for its account then to be exchanged and a certificate dated the Exchange Date or a subsequent date and signed by Clearstream as to the portion of such temporary global Security held for its account then to be exchanged, each in the form set forth in Exhibit A-2 to this Indenture (or in such other form as may be established pursuant to Section 301); and provided further that definitive Bearer Securities shall be delivered in exchange for a portion of a temporary global Security only in compliance with the requirements of Section 303.

Unless otherwise specified in such temporary global Bearer Security, the interest of a beneficial owner of Bearer Securities of a series in a temporary global Bearer Security shall be exchanged for definitive Bearer Securities of the same series and of like tenor following the Exchange Date when the account holder instructs Euroclear or Clearstream, as the case may be, to request such exchange on his behalf and delivers to Euroclear or Clearstream, as the case may be, a certificate in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301), dated no earlier than 15 days prior to the Exchange Date, copies of which certificate shall be available from the offices of Euroclear and Clearstream, the Trustee, any Authenticating Agent appointed for such series of Bearer Securities and each Paying Agent.  Unless otherwise specified in such temporary global Bearer Security, any such exchange shall be made free of charge to the beneficial owners of such temporary global Bearer Security, except that a Person receiving definitive Bearer Securities must bear the cost of insurance, postage, transportation and the like in the event that such Person does not take delivery of such definitive Bearer Securities in person at the offices of Euroclear or Clearstream.  Definitive Bearer Securities to be delivered in exchange for any portion of a temporary global Bearer Security shall be delivered only outside the United States.

Until exchanged in full as hereinabove provided, the temporary Bearer Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Bearer Securities of the same series and of like tenor authenticated and delivered hereunder, except that, unless otherwise specified as contemplated by Section 301, interest payable on a temporary global Bearer Security on an Interest Payment Date for Bearer Securities of such series occurring prior to the applicable Exchange Date shall be payable to Euroclear and Clearstream on such Interest Payment Date upon delivery by Euroclear and Clearstream to the Trustee of a certificate or certificates in the form set forth in Exhibit A-2 to this Indenture (or in such other form as may be established pursuant to Section 301), for credit without further interest thereon on or after such Interest Payment Date to the respective accounts of the Persons who are the beneficial owners of such temporary global Bearer Security on such Interest Payment Date and who have each delivered to Euroclear or Clearstream, as the case may be, a certificate dated no earlier than 15 days prior to the Interest Payment Date occurring prior

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to such Exchange Date in the form set forth in Exhibit A-1 to this Indenture (or in such other form as may be established pursuant to Section 301).  Notwithstanding anything to the contrary herein contained, the certificates delivered pursuant to this paragraph shall satisfy the certification requirements of the preceding two paragraphs of this Section and of the third paragraph of Section 303 of this Indenture and the interests of the Persons who are the beneficial owners of the temporary global Bearer Security with respect to which such certification was made will be exchanged for definitive Bearer Securities of the same series and of like tenor on the Exchange Date or the date of certification if such date occurs after the Exchange Date, without further act or deed by such beneficial owners.  Except as otherwise provided in this paragraph, no payments of principal (or premium, if any) or interest, if any, owing with respect to a beneficial interest in a temporary global Bearer Security will be made unless and until such interest in such temporary global Bearer Security shall have been exchanged for an interest in a definitive Bearer Security.  Any interest so received by Euroclear and Clearstream and not paid as herein provided shall be returned to the Trustee immediately prior to the expiration of two years after such Interest Payment Date in order to be repaid to the Company in accordance with Section 1003.

SECTION 305.  Registration, Registration of Transfer and Exchange.

The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register for each series of Securities (the registers maintained in the Corporate Trust Office of the Trustee and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company or the Guarantor shall provide for the registration of Registered Securities and of transfers of Registered Securities.  The Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time.  At all reasonable times, the Security Register shall be open to inspection by the Trustee.  The Trustee is hereby initially appointed as security registrar (the “Security Registrar”) for the purpose of registering Registered Securities and transfers of Registered Securities as herein provided.

Upon surrender for registration of transfer of any Registered Security of any series at the office or agency in a Place of Payment for that series, the Company shall execute, and the Guarantor shall execute the Guarantee noted or endorsed on, and the Trustee shall authenticate and deliver, in the name of the designated transferee, one or more new Registered Securities of the same series, of any authorized denominations and of a like aggregate principal amount and tenor.

At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series, of any authorized denomination and of a like aggregate principal amount, upon surrender of the Registered Securities to be exchanged at such office or agency.  Whenever any Registered Securities are so surrendered for exchange, the Company shall execute, and the Guarantor shall execute the Guarantee on, and the Trustee shall authenticate and deliver, the Registered Securities which the Holder making the exchange is entitled to receive.  Unless otherwise

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specified with respect to any series of Securities as contemplated by Section 301, Bearer Securities may not be issued in exchange for Registered Securities.

If (but only if) expressly permitted in or pursuant to the applicable Board Resolution and (subject to Section 303) set forth in the applicable Officers’ Certificate, or in any indenture supplemental hereto, delivered as contemplated by Section 301, at the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series of any authorized denomination and of a like aggregate principal amount and tenor, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default thereto appertaining.  If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, any such permitted exchange may be effected if the Bearer Securities are accompanied by payment in funds acceptable to the Company or the Guarantor, as the case may be, in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Company or the Guarantor, as the case may be, and the Trustee if there is furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless.  If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of those coupons at an office or agency located outside the United States.  Notwithstanding the foregoing, in case a Bearer Security of any series is surrendered at any such office or agency in a permitted exchange for a Registered Security of the same series and like tenor after the close of business at such office or agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date for payment, as the case may be, and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture.

Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Guarantor shall execute the Guarantee noted or endorsed on, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, any permanent global Security shall be exchangeable only as provided in this paragraph.  If any beneficial owner of an interest in a permanent global Security is entitled to exchange such interest for Securities of such series and of like tenor and principal amount of another authorized form and denomination, as

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specified as contemplated by Section 301 and provided that any applicable notice provided in the permanent global Security shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Company shall deliver to the Trustee definitive Securities in aggregate principal amount equal to the principal amount of such beneficial owner’s interest in such permanent global Security, executed by the Company and the Guarantor.  On or after the earliest date on which such interests may be so exchanged, such permanent global Security shall be surrendered by the Common Depositary or such other depositary as shall be specified in the Company Order with respect thereto to the Trustee, as the Company’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Securities without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent global Security, an equal aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such permanent global Security to be exchanged which, unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, as specified as contemplated by Section 301, shall be in the form of Bearer Securities or Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Securities to be redeemed and ending on the relevant Redemption Date if the Security for which exchange is requested may be among those selected for redemption; and provided, further, that no Bearer Security delivered in exchange for a portion of a permanent global Security shall be mailed or otherwise delivered to any location in the United States.  If a Registered Security is issued in exchange for any portion of a permanent global Security after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent global Security is payable in accordance with the provisions of this Indenture.

The provisions of clauses (1), (2), (3) and (4) below shall apply only to global Registered Securities:

(1)           Each global Registered Security authenticated under this Indenture shall be registered in the name of the depositary designated for such global Registered Security or a nominee thereof and delivered to such depositary or a nominee thereof or custodian therefor, and each such global Registered Security shall constitute a single Security for all purposes of this Indenture.

(2)           Notwithstanding any other provision in this Indenture, no global Registered Security may be exchanged for Securities registered, and no transfer of a global Registered Security in whole or in part may be registered, in the name of

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any Person other than the depositary for such global Registered Security or a nominee thereof unless (A) such depositary (i) has notified the Company that it is unwilling or unable to continue as depositary for such global Registered Security or (ii) has ceased to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, and the Company does not appoint another institution to act as depositary within 120 days after the date of the notice described in clause (i) or the cessation described in clause (ii), as the case may be, (B) the Company notifies the Trustee that the Company desires to terminate such global Registered Security, (C) there shall have occurred and be continuing an Event of Default with respect to such global Registered Security or (D) there shall exist such other circumstances, if any, as have been specified for this purpose as contemplated by Section 301.

(3)           Subject to clause (2) above, any exchange of a global Registered Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a global Registered Security or any portion thereof shall be registered in such names as the depositary for such global Registered Security shall direct.

(4)           Every Security authenticated and delivered upon registration or transfer of, or in exchange for or in lieu of, a global Registered Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and delivered in the form of, and shall be a global Registered Security, unless such Security is registered in the name of a Person other than the depositary for such global Registered Security or a nominee thereof.

All Securities issued upon any registration of transfer or exchange of Securities, and the Guarantees, shall be the valid obligations of the Company and the Guarantor, respectively, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities, and the Guarantees thereof, surrendered upon such registration of transfer or exchange.

Every Registered Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Security Registrar) be duly endorsed, or be accompanied by a written instrument of transfer, in form satisfactory to the Company and the Security Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange of Securities, but the Company or the Guarantor, as the case may be, may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1305 not involving any transfer.

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The Company shall not be required (i) to issue, register the transfer of or exchange Securities of any series during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities of that series under Section 1103 or 1203 and ending at the close of business on (A) if Securities of the series are issuable only as Registered Securities, the day of the mailing of the relevant notice of redemption and (B) if Securities of the series are issuable as Bearer Securities, the day of the first publication of the relevant notice of redemption or, if Securities of the series are also issuable as Registered Securities and there is no publication, the mailing of the relevant notice of redemption, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part, or (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series and like tenor; provided that such Registered Security shall be simultaneously surrendered for redemption, or (iv) to issue, register the transfer of or exchange any Security which has been surrendered for repayment at the option of the Holder, except the portion, if any, of such Security not to be so repaid.

Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by Euroclear, Clearstream or the Depositary.

SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security or a Security with a mutilated coupon appertaining to it is surrendered to the Trustee, together with, in proper cases, such security or indemnity as may be required by the Company, the Guarantor or the Trustee to save each of them or any agent of each of them harmless, the Company shall execute, the Guarantor shall execute the Guarantee noted or endorsed thereon, and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to the surrendered Security.

If there shall be delivered to the Company, the Guarantor and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security or coupon and (ii) such security or indemnity as may be required by them to save each of them and any agent of each of them harmless, then, in the absence of notice to the Company, the Guarantor or the Trustee that such Security or coupon has been acquired by a bona fide purchaser, the Company shall execute, the Guarantor shall execute the Guarantee noted or endorsed thereon, and upon Company Order or a Guarantor Order the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security or in exchange for the Security to which a destroyed, lost or stolen coupon appertains (with all appurtenant coupons not destroyed, lost or stolen), a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to such destroyed, lost or stolen Security or to the Security to which such destroyed, lost or stolen coupon appertains.

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Notwithstanding the provisions of the previous two paragraphs, in case any such mutilated, destroyed, lost or stolen Security or coupon has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, with coupons corresponding to the coupons, if any, appertaining to such mutilated, destroyed, lost or stolen Security or to the Security to which such mutilated, destroyed, lost or stolen coupon appertains, pay such Security or coupon; provided, however, that payment of principal of (and premium, if any) and interest, if any, on Bearer Securities shall, except as otherwise provided in Section 1002, be payable only at an office or agency located outside the United States and, unless otherwise specified as contemplated by Section 301, any interest on Bearer Securities shall be payable only upon presentation and surrender of the coupons appertaining thereto.

Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security of any series with its coupons, if any, issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for a Security to which a mutilated, destroyed, lost or stolen coupon appertains, and the Guarantee thereon, shall constitute an original additional contractual obligation of the Company and the Guarantor, whether or not the mutilated, destroyed, lost or stolen Security and its coupons, if any, or the mutilated, destroyed, lost or stolen coupon shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series and their coupons, if any, and the Guarantees duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or coupons.

SECTION 307.  Payment of Interest; Interest Rights Preserved; Optional Interest Reset.

(a)           Unless otherwise provided as contemplated by Section 301 with respect to any series of Securities, interest, if any, on any Registered Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest at the office or agency of the Company maintained for such purpose pursuant to Section 1002; provided, however, that each installment of interest, if any, on any Registered Security may at the Company’s option be paid by (i) mailing a check for such interest, payable to or upon the written order of the Person entitled thereto pursuant to Section 309, to the address of such Person as it appears on the Security Register or (ii) transfer to an account maintained by such Person.

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Unless otherwise provided as contemplated by Section 301 with respect to the Securities of any series, in the case of a Bearer Security, payment of interest, if any, may be made, upon presentation and surrender of the coupon appertaining thereto in respect of such payment.  Such payment may be made by transfer to an account located outside the United States maintained by the Person entitled thereto pursuant to Section 309.

Unless otherwise provided as contemplated by Section 301, every permanent Security of any series that is issued in global form will provide that interest, if any, payable on any Interest Payment Date will be paid upon receipt of funds by the Trustee to each of (i) the Depositary and/or (ii) Euroclear and/or Clearstream with respect to that portion of such permanent Security of any series that is issued in global form held for its account by the Common Depositary, as the case may be, for the purpose of permitting each of the Depositary and/or Euroclear and Clearstream, as the case may be, to credit the interest, if any, received by it in respect of such permanent Security of any series issued in global form, to the accounts of the beneficial owners thereof.

Any interest on any Registered Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such defaulted interest and, if applicable, interest on such defaulted interest (to the extent lawful) at the rate specified in the Securities of such series (such defaulted interest and, if applicable, interest thereon herein collectively called “Defaulted Interest”) may be paid by the Company or the Guarantor, at its election in each case, as provided in clause (1) or (2) below:

(1)The Company or the Guarantor may elect to make payment of any Defaulted Interest to the Persons in whose names the Registered Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner.  The Company or the Guarantor shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Registered Security of such series and the date of the proposed payment, and at the same time the Company or the Guarantor, as the case may be, shall deposit with the Trustee an amount of money in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided.  Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the Company and the Guarantor, as the case may be, of such Special Record Date

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and, in the name and at the expense of the Company or the Guarantor, as the case may be, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given in the manner provided in Section 106, not less than 10 days prior to such Special Record Date.  Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so given, such Defaulted Interest shall be paid to the Persons in whose name the Registered Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2).

(2)The Company or the Guarantor may make payment of any Defaulted Interest on the Registered Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company or the Guarantor, as the case may be, to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

(b)The provisions of this Section 307(b) may be made applicable to any series of Securities pursuant to Section 301 (with such modifications, additions or substitutions as may be specified pursuant to such Section 301).  The interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable) on any Security of such series may be reset by the Company or the Guarantor, as the case may be, on the date or dates specified on the face of such Security (each an “Optional Reset Date”).  The Company or the Guarantor, as the case may be, may exercise such option with respect to such Security by notifying the Trustee of such exercise at least 50 but not more than 60 days prior to an Optional Reset Date for such Note.  Not later than 40 days prior to each Optional Reset Date, the Trustee shall transmit, in the manner provided for in Section 106, to the Holder of any such Security a notice (the “Reset Notice”) indicating whether the Company or the Guarantor, as the case may be, has elected to reset the interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable), and if so (i) such new interest rate (or such new spread or spread multiplier, if applicable) and (ii) the provisions, if any, for redemption during the period from such Optional Reset Date to the next Optional Reset Date or if there is no such next Optional Reset Date, to the Stated Maturity Date of such Security (each such period a “Subsequent Interest Period”), including the date or dates on which or the period or periods during which and the price or prices at which such redemption may occur during the Subsequent Interest Period.

Notwithstanding the foregoing, not later than 20 days prior to the Optional Reset Date, the Company or the Guarantor, as the case may be, may, at its option, revoke the interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable) provided for in the Reset Notice and establish an interest rate (or a spread or spread multiplier used to calculate such interest rate, if applicable) that is higher than the interest rate (or the spread or spread multiplier, if applicable) provided for in the Reset Notice, for the Subsequent Interest Period by causing the Trustee to transmit, in the manner provided for in Section 106, notice of such higher interest rate (or such higher

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spread or spread multiplier, if applicable) to the Holder of such Security.  Such notice shall be irrevocable.  All Securities with respect to which the interest rate (or the spread or spread multiplier used to calculate such interest rate, if applicable) is reset on an Optional Reset Date, and with respect to which the Holders of such Securities have not tendered such Securities for repayment (or have validly revoked any such tender) pursuant to the next succeeding paragraph, will bear such higher interest rate (or such higher spread or spread multiplier, if applicable).

The Holder of any such Security will have the option to elect repayment by the Company of the principal of such Security on each Optional Reset Date at a price equal to the principal amount thereof plus interest accrued to such Optional Reset Date.  In order to obtain repayment on an Optional Reset Date, the Holder must follow the procedures set forth in Article Thirteen for repayment at the option of Holders except that the period for delivery or notification to the Trustee shall be at least 25 but not more than 35 days prior to such Optional Reset Date and except that, if the Holder has tendered any Security for repayment pursuant to the Reset Notice, the Holder may, by written notice to the Trustee, revoke such tender or repayment until the close of business on the tenth day before such Optional Reset Date.

Subject to the foregoing provisions of this Section and Section 305, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

SECTION 308.  Optional Extension of Stated Maturity.

The provisions of this Section 308 may be made applicable to any series of Securities pursuant to Section 301 (with such modifications, additions or substitutions as may be specified pursuant to such Section 301).  The Stated Maturity of any Security of such series may be extended at the option of the Company or the Guarantor for the period or periods specified on the face of such Security (each an “Extension Period”) up to but not beyond the date (the “Final Maturity”) set forth on the face of such Security.  The Company or the Guarantor may exercise such option with respect to any Security by notifying the Trustee of such exercise at least 50 but not more than 60 days prior to the Stated Maturity of such Security in effect prior to the exercise of such option (the “Original Stated Maturity”).  If the Company or the Guarantor exercises such option, the Trustee shall transmit, in the manner provided for in Section 106, to the Holder of such Security not later than 40 days prior to the Original Stated Maturity a notice to be prepared by the Company (the “Extension Notice”) indicating (i) the election of the Company or the Guarantor to extend the Stated Maturity, (ii) the new Stated Maturity, (iii) the interest rate, if any, applicable to the Extension Period and (iv) the provisions, if any, for redemption during such Extension Period.  Upon the Trustee’s transmittal of the Extension Notice, the Stated Maturity of such Security shall be extended automatically and, except as modified by the Extension Notice and as described in the next paragraph, such Security will have the same terms as prior to the transmittal of such Extension Notice.

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Notwithstanding the foregoing, not later than 20 days before the Original Stated Maturity of such Security, the Company or the Guarantor may, at its option, revoke the interest rate provided for in the Extension Notice and establish a higher interest rate for the Extension Period by causing the Trustee to transmit, not later than 15 days before the Original Stated Maturity of such Security in the manner provided for in Section 106, notice of such higher interest rate to the Holder of such Security.  Such notice shall be irrevocable.  All Securities with respect to which the Stated Maturity is extended will bear such higher interest rate.

If the Company or the Guarantor extends the Maturity of any Security, the Holder will have the option to elect repayment of such Security by the Company on the Original Stated Maturity at a price equal to the principal amount thereof, plus interest accrued to such date.  In order to obtain repayment on the Original Stated Maturity once the Company or the Guarantor has extended the Maturity thereof, the Holder must follow the procedures set forth in Article Thirteen for repayment at the option of Holders, except that the period for delivery or notification to the Trustee shall be at least 25 but not more than 35 days prior to the Original Stated Maturity and except that, if the Holder has tendered any Security for repayment pursuant to an Extension Notice, the Holder may by written notice to the Trustee revoke such tender for repayment until the close of business on the tenth day before the Original Stated Maturity.

SECTION 309.  Persons Deemed Owners.

Prior to due presentment of a Registered Security for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Sections 305 and 307) interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Company, the Guarantor, the Trustee or any agent of the Company, the Guarantor or the Trustee shall be affected by notice to the contrary.

Title to any Bearer Security and any coupons appertaining thereto shall pass by delivery.  The Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the bearer of any Bearer Security and the bearer of any coupon as the absolute owner of such Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Security or coupons be overdue, and none of the Company, the Guarantor, the Trustee or any agent of the Company, the Guarantor or the Trustee shall be affected by notice to the contrary.

None of the Company, the Guarantor, the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

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Notwithstanding the foregoing, with respect to any global Security, nothing herein shall prevent the Company, the Guarantor, the Trustee or any agent of the Company, the Guarantor or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by any depositary, as a Holder, with respect to such global Security or impair, as between such depositary and owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such depositary (or its nominee) as Holder of such global Security.

SECTION 310.  Cancellation.

All Securities and coupons surrendered for payment, redemption, repayment at the option of the Holder, registration of transfer or exchange or for credit against any current or future sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee.  All Securities and coupons so delivered to the Trustee shall be promptly cancelled by it.  The Company or the Guarantor may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company or the Guarantor may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company or the Guarantor has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee.  If the Company or the Guarantor shall so acquire any of the Securities, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are surrendered to the Trustee for cancellation.  No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture.  All cancelled Securities held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures and, upon written request, certification of their disposal delivered to the Company, unless by a Company Order or Guarantor Order the Company or the Guarantor shall direct that cancelled Securities be returned to it.

SECTION 311.  Computation of Interest.

Except as otherwise specified as contemplated by Section 301 with respect to any Securities, interest, if any, on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

SECTION 312.  Currency and Manner of Payments in Respect of Securities.

(a)Unless otherwise specified with respect to any Securities pursuant to Section 301, with respect to Registered Securities of any series not permitting the election provided for in paragraph (b) below or the Holders of which have not made the election provided for in paragraph (b) below, and with respect to Bearer Securities of any series, except as provided in paragraph (d) below, payment of the principal of (and

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premium, if any) and interest, if any, on any Registered or Bearer Security of such series will be made in the Currency in which such Registered Security or Bearer Security, as the case may be, is payable.  The provisions of this Section 312 may be modified or superseded with respect to any Securities pursuant to Section 301.

(b)It may be provided pursuant to Section 301 with respect to Registered Securities of any series that Holders shall have the option, subject to paragraphs (d) and (e) below, to receive payments of principal of (or premium, if any) or interest, if any, on such Registered Securities in any of the Currencies which may be designated for such election by delivering to the Trustee a written election with signature guarantees and in the applicable form established pursuant to Section 301, not later than the close of business on the Election Date immediately preceding the applicable payment date.  Any Holder of any such Registered Security who shall not have delivered any such election to the Trustee not later than the close of business on the applicable Election Date will be paid the amount due on the applicable payment date in the relevant Currency as provided in Section 312(a).  The Trustee shall notify the Exchange Rate Agent as soon as practicable after the Election Date of the aggregate principal amount of Registered Securities for which Holders have made such written election.

(c)Unless otherwise specified pursuant to Section 301, if the election referred to in paragraph (b) above has been provided for pursuant to Section 301, then, unless otherwise specified pursuant to Section 301, not later than the fourth Business Day after the Election Date for each payment date for Registered Securities of any series, the Exchange Rate Agent will deliver to the Company and the Guarantor a written notice specifying, in the Currency in which Registered Securities of such series are payable, the respective aggregate amounts of principal of (and premium, if any) and interest, if any, on the Registered Securities to be paid on such payment date, specifying the amounts in such Currency so payable in respect of the Registered Securities as to which the Holders of Registered Securities of such series shall have elected to be paid in another Currency as provided in paragraph (b) above.  If the election referred to in paragraph (b) above has been provided for pursuant to Section 301 and if at least one Holder has made such election, then, unless otherwise specified pursuant to Section 301, on the second Business Day preceding such payment date the Company and the Guarantor will deliver to the Trustee for such series of Registered Securities an Exchange Rate Officers’ Certificate in respect of the Dollar or Foreign Currency payments to be made on such payment date.  Unless otherwise specified pursuant to Section 301, the Dollar or Foreign Currency amount receivable by Holders of Registered Securities who have elected payment in a Currency as provided in paragraph (b) above shall be determined by the Company or the Guarantor on the basis of the applicable Market Exchange Rate in effect on the third Business Day (the “Valuation Date”) immediately preceding each payment date, and such determination shall be conclusive and binding for all purposes, absent manifest error.

(d)If a Conversion Event occurs with respect to a Foreign Currency in which any of the Securities are denominated or payable other than pursuant to an election provided for pursuant to paragraph (b) above, then with respect to each date for the payment of principal of (and premium, if any) and interest, if any, on the applicable Securities denominated or payable in such Foreign Currency occurring after the last date

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on which such Foreign Currency was used (the “Conversion Date”), the Dollar shall be the Currency of payment for use on each such payment date.  Unless otherwise specified pursuant to Section 301, the Dollar amount to be paid by the Company or the Guarantor to the Trustee and by the Trustee or any Paying Agent to the Holders of such Securities with respect to such payment date shall be, in the case of a Foreign Currency other than a currency unit, the Dollar Equivalent of the Foreign Currency or, in the case of a currency unit, the Dollar Equivalent of the Currency Unit, in each case as determined by the Exchange Rate Agent in the manner provided in paragraph (f) or (g) below.

(e)Unless otherwise specified pursuant to Section 301, if the Holder of a Registered Security denominated in any Currency shall have elected to be paid in another Currency as provided in paragraph (b) above, and a Conversion Event occurs with respect to such elected Currency, such Holder shall receive payment in the Currency in which payment would have been made in the absence of such election; and if a Conversion Event occurs with respect to the Currency in which payment would have been made in the absence of such election, such Holder shall receive payment in Dollars as provided in paragraph (d) above.

(f)The “Dollar Equivalent of the Foreign Currency” shall be determined by the Exchange Rate Agent and shall be obtained for each subsequent payment date by converting the specified Foreign Currency into Dollars at the Market Exchange Rate on the Conversion Date.

(g)The “Dollar Equivalent of the Currency Unit” shall be determined by the Exchange Rate Agent and subject to the provisions of paragraph (h) below shall be the sum of each amount obtained by converting the Specified Amount of each Component Currency into Dollars at the Market Exchange Rate for such Component Currency on the Valuation Date with respect to each payment.

(h)For purposes of this Section 312 the following terms shall have the following meanings:

A “Component Currency” shall mean any Currency which, on the Conversion Date, was a component currency of the relevant currency unit, including, but not limited to, the euro.

A “Specified Amount” of a Component Currency shall mean the number of units of such Component Currency or fractions thereof which were represented in the relevant currency unit, including, but not limited to, the euro, on the Conversion Date.  If after the Conversion Date the official unit of any Component Currency is altered by way of combination or subdivision, the Specified Amount of such Component Currency shall be divided or multiplied in the same proportion.  If after the Conversion Date two or more Component Currencies are consolidated into a single currency, the respective Specified Amounts of such Component Currencies shall be replaced by an amount in such single Currency equal to the sum of the respective Specified Amounts of such consolidated Component Currencies expressed in such single Currency, and such amount shall

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thereafter be a Specified Amount and such single Currency shall thereafter be a Component Currency.  If after the Conversion Date any Component Currency shall be divided into two or more Currencies, the Specified Amount of such Component Currency shall be replaced by amounts of such two or more Currencies, having an aggregate Dollar Equivalent value at the Market Exchange Rate on the date of such replacement equal to the Dollar Equivalent value of the Specified Amount of such former Component Currency at the Market Exchange Rate immediately before such division and such amounts shall thereafter be Specified Amounts and such currencies shall thereafter be Component Currencies.  If, after the Conversion Date of the relevant currency unit, including, but not limited to, the euro, a Conversion Event (other than any event referred to above in this definition of “Specified Amount”) occurs with respect to any Component Currency of such currency unit and is continuing on the applicable Valuation Date, the Specified Amount of such Component Currency shall, for purposes of calculating the Dollar Equivalent of the Currency Unit, be converted into Dollars at the Market Exchange Rate in effect on the Conversion Date of such Component Currency.

“Election Date” shall mean the date for any series of Registered Securities as specified pursuant to clause (13) of Section 301 by which the written election referred to in paragraph (b) above may be made.

All decisions and determinations of the Exchange Rate Agent regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent of the Currency Unit, the Market Exchange Rate and changes in the Specified Amounts as specified above shall be in its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and irrevocably binding upon the Company, the Guarantor, the Trustee and all Holders of such Securities denominated or payable in the relevant Currency.  The Exchange Rate Agent shall promptly give written notice to the Company, the Guarantor and the Trustee of any such decision or determination.

In the event that the Company or the Guarantor determines in good faith that a Conversion Event has occurred with respect to a Foreign Currency, the Company or the Guarantor, as applicable, will immediately give written notice thereof to the Trustee and to the Exchange Rate Agent (and the Trustee will promptly thereafter give notice in the manner provided for in Section 106 to the Holder of any Registered Security that has made the election provided for in Section 312(b)) specifying the Conversion Date.  In the event the Company or the Guarantor so determines that a Conversion Event has occurred with respect to the euro or any other currency unit in which Securities are denominated or payable, the Company or the Guarantor, as applicable, will immediately give written notice thereof to the Trustee and to the Exchange Rate Agent (and the Trustee will promptly thereafter give notice in the manner provided for in Section 106 to the affected Holders) specifying the Conversion Date and the Specified Amount of each Component Currency on the Conversion Date.  In the event the Company or the Guarantor determines in good faith that any subsequent change in any Component Currency as set forth in the definition of Specified Amount above has occurred, the

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Company or the Guarantor, as applicable, will similarly give written notice to the Trustee and the Exchange Rate Agent.

The Trustee shall be fully justified and protected in relying and acting upon information received by it from the Company, the Guarantor and the Exchange Rate Agent and shall not otherwise have any duty or obligation to determine the accuracy or validity of such information independent of the Company, the Guarantor or the Exchange Rate Agent.

SECTION 313.  Appointment and Resignation of Successor Exchange Rate Agent.

(a)Unless otherwise specified pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of this Indenture, then the Company will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.  The Company will cause the Exchange Rate Agent to make the necessary foreign exchange determinations at the time and in the manner specified pursuant to Section 301 for the purpose of determining the applicable rate of exchange and, if applicable, for the purpose of converting the issued Currency into the applicable payment Currency for the payment of principal (and premium, if any) and interest, if any, pursuant to Section 312.

(b)No resignation of the Exchange Rate Agent and no appointment of a successor Exchange Rate Agent pursuant to this Section shall become effective until the acceptance of appointment by the successor Exchange Rate Agent as evidenced by a written instrument delivered to the Company, the Guarantor and the Trustee.

(c)If the Exchange Rate Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Exchange Rate Agent for any cause with respect to the Securities of one or more series, the Company, by or pursuant to a Board Resolution, shall promptly appoint a successor Exchange Rate Agent or Exchange Rate Agents with respect to the Securities of that or those series (it being understood that any such successor Exchange Rate Agent may be appointed with respect to the Securities of one or more or all of such series and that, unless otherwise specified pursuant to Section 301, at any time there shall only be one Exchange Rate Agent with respect to the Securities of any particular series that are originally issued by the Company on the same date and that are initially denominated and/or payable in the same Currency).

SECTION 314.  CUSIP Numbers.

The Company in issuing the Securities may use “CUSIP” or “ISIN” numbers (if then generally in use), and, if so, the Trustee shall indicate the “CUSIP” or “ISIN” numbers of the Securities in notices of redemption as a convenience to Holders; PROVIDED that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of redemption and that reliance may be placed only on the other identification

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numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.  The Company will promptly notify the Trustee in writing of any change in the “CUSIP” numbers.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401.  Satisfaction and Discharge of Indenture.

This Indenture shall upon Company Request or Guarantor Request cease to be of further effect with respect to any series of Securities specified in such Company Request or Guarantor Request (except as to any surviving rights of registration of transfer or exchange of Securities of such series expressly provided for herein or pursuant hereto and any right to receive Additional Amounts as contemplated by Section 1005) and the Trustee, upon receipt of a Company Order or Guarantor Order, and at the expense of the Company and the Guarantor, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when

(1)either

(A)all Securities of such series theretofore authenticated and delivered and all coupons, if any, appertaining thereto (other than (i) coupons appertaining to Bearer Securities surrendered for exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 305, (ii) Securities and coupons of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant Redemption Date, whose surrender has been waived as provided in Section 1106, and (iv) Securities and coupons of such series for whose payment money has theretofore been deposited in trust with the Trustee or any Paying Agent or segregated and held in trust by the Company or the Guarantor and thereafter repaid to the Company or the Guarantor, as the case may be, or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or

(B)all Securities of such series and, in the case of (i) or (ii) below, any coupons appertaining thereto not theretofore delivered to the Trustee for cancellation

(i)have become due and payable, or

(ii)will become due and payable at their Stated Maturity within one year, or

(iii)if redeemable at the option of the Company, are to be called for redemption within one year under arrangements

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satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company and the Guarantor,

and the Company or the Guarantor, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose an amount in the Currency in which the Securities of such series are payable, sufficient to pay and discharge the entire indebtedness on such Securities and such coupons not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest and Additional Amounts, if any, to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(2)the Company or the Guarantor has paid or caused to be paid all other sums payable hereunder by the Company and the Guarantor; and

(3)the Company or the Guarantor, as the case may be, has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company and the Guarantor to the Trustee and any predecessor Trustee under Section 606, the obligations of the Company and the Guarantor to any Authenticating Agent under Section 611 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) of this Section, the obligations of the Trustee under Section 402, any rights to Additional Amounts pursuant to Section 1005 and the last paragraph of Section 1003 shall survive.

SECTION 402.  Application of Trust Money.

Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Securities, the coupons and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own, or authorizing the Guarantor to act as, Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest, if any, for whose payment such money has been deposited with or received by the Trustee; but such money need not be segregated from other funds except to the extent required by law.

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ARTICLE FIVE

REMEDIES

SECTION 501.  Events of Default.

“Event of Default”, wherever used herein with respect to Securities of any particular series, means any one of the following events (whatever the reason for such Event of Default and whether or not it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1)default in the payment of any interest or any Additional Amounts upon on any Security of that series, or of any related coupon appertaining thereto, when such interest, Additional Amount or coupon becomes due and payable, and continuance of such default for a period of 30 days; or

(2)default in the payment of the principal of (or premium, if any, on) any Security of that series when it becomes due and payable at its Maturity; or

(3)failure to pay when due, after the expiration of any applicable grace period, any portion of the principal of, or involuntary acceleration of the maturity (which acceleration is not rescinded or annulled within 10 days) of, Debt of the Company or the Guarantor having an aggregate principal amount outstanding in excess of the greater of (i) $100,000,000 and (ii) 5% of Consolidated Net Tangible Assets of the Guarantor; or

(4)default in the deposit of any sinking fund payment, when and as due by the terms of the Securities of that series and Article Twelve; or

(5)default in the performance, or breach, of any covenant or agreement of the Company or the Guarantor in this Indenture with respect to any Security of that series or, as the case may require, the Guarantees (other than a covenant or agreement a default in whose performance or whose breach is specifically dealt with elsewhere in this Section) and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company and the Guarantor by the Trustee, or to the Company, the Guarantor and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(6)the Company or the Guarantor pursuant to or within the meaning of any Bankruptcy Law:

(a)commences a voluntary case,

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(b)consents to the entry of an order for relief against it in an involuntary case,

(c)consents to the appointment of a Custodian of it or for all or substantially all of its property, or

(d)makes a general assignment for the benefit of its creditors; or

(7)a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(a)is for relief against the Company or the Guarantor in an involuntary case,

(b)appoints a Custodian of the Company or the Guarantor or for all or substantially all of either of their respective properties, or

(c)orders the liquidation of the Company or the Guarantor,

and, in the case of (a), (b) or (c), the order or decree or other measures remain unstayed and in effect for 90 days; or

(8)any other Event of Default provided with respect to Securities of that series.

The term “Bankruptcy Law” means title 11, U.S. Code, any similar Federal or State law for the relief of debtors, and any similar Isle of Man or South Africa law for the relief of debtors.  The term “Custodian” means any receiver, trustee, assignee, liquidator or other similar official under any Bankruptcy Law.

SECTION 502.  Acceleration of Maturity; Rescission and Annulment.

If an Event of Default described in Section 501 with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal (or, if the Securities of that series are Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms of that series) of all of the Securities of that series to be due and payable immediately, by a notice in writing to the Company and the Guarantor (and to the Trustee if given by Holders), and upon any such declaration such principal (or specified portion thereof) shall become immediately due and payable.

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At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company, the Guarantor and the Trustee, may rescind and annul such declaration and its consequences if:

(1)the Company or the Guarantor has paid or deposited with the Trustee a sum sufficient to pay in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)):

(A)all overdue interest and Additional Amounts, if any, on all Outstanding Securities of that series (or of all series, as the case may be) and any related coupons,

(B)the principal of (and premium, if any, on) Outstanding Securities of that series which have become due otherwise than by such declaration of acceleration, and interest thereon at the rate or rates prescribed therefor in such Securities,

(C)to the extent that payment of such interest is lawful, interest on overdue interest at the rate or rates prescribed therefor in such Securities, and

(D)all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and

(2)all Events of Default with respect to Securities of that series, other than the non-payment of the principal of (or premium, if any) or interest on Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee.

The Company and the Guarantor covenant that if

(1)default is made in the payment of any installment of interest and Additional Amounts on any Security of any series and any related coupon when such interest becomes due and payable and such default continues for a period of 30 days, or

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(2)default is made in the payment of the principal of (or premium, if any, on) any Security of any series at its Maturity,

then the Company or the Guarantor will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of Securities of such series and coupons, the whole amount then due and payable on such Securities and coupons for principal (and premium, if any) and interest, if any, with interest on any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If the Company or the Guarantor fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Company, the Guarantor or any other obligor upon Securities of such series and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company, the Guarantor or any other obligor upon Securities of such series, wherever situated.

If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series and related coupons by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 504.  Trustee May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company, the Guarantor or any other obligor upon the Securities or the property of the Company, the Guarantor or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities of any series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company or the Guarantor for the payment of overdue principal, premium, if any, or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(i)to file and prove a claim for the whole amount of principal (or in the case of Original Issue Discount Securities or Indexed Securities, such portion of the principal as may be specified in the terms thereof) (and premium, if any) and interest, if any, owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the

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claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and

(ii)to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder of Securities of such series and coupons to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee and any predecessor Trustee, their agents and counsel, and any other amounts due to the Trustee or any predecessor Trustee under Section 606.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a Security or coupon any plan of reorganization, arrangement, adjustment or composition affecting the Securities or coupons or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder of a security or coupon in any such proceeding.

SECTION 505.  Trustee May Enforce Claims Without Possession of Securities.

All rights of action and claims under this Indenture or the Securities or coupons or the Guarantees may be prosecuted and enforced by the Trustee without the possession of any of the Securities or coupons or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities and coupons in respect of which such judgment has been recovered.

SECTION 506.  Application of Money Collected.

Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, if any, upon presentation of the Securities or coupons, or both, as the case may be, and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

First:  To the payment of all amounts due to the Trustee and any predecessor Trustee under Section 606;

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Second:  To the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest, if any, on the Securities and coupons in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the aggregate amounts due and payable on such Securities and coupons for principal (and premium, if any) and interest, if any, respectively; and

Third:  To the payment of the remainder, if any, to the Company or any other Persons entitled thereto.

SECTION 507.  Limitation on Suits.

No Holder of any Security of any series or any related coupon shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(1)such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series;

(2)the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(3)such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request;

(4)the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(5)no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

SECTION 508.  Unconditional Right of Holders to Receive Principal, Premium and Interest.

Notwithstanding any other provision in this Indenture, the Holder of any Security or coupon shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to Section 307) interest, if

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any, on such Security or payment of such coupon, as the case may be, on the respective due dates expressed in such Security or coupon (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

SECTION 509.  Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, the Company, the Guarantor, the Trustee and the Holders of Securities and coupons shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

SECTION 510.  Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or coupons in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities or coupons is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 511.  Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Security or coupon to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.  Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

SECTION 512.  Control by Holders.

With respect to the Securities of any series, the Holders of not less than a majority in principal amount of the Outstanding Securities of such series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Securities of such series, provided that:

(1)such direction shall not be in conflict with any rule of law or with this Indenture,

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(2)the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and

(3)the Trustee need not take any action which might involve it in personal liability or be unjustly prejudicial to the Holders of Securities of such series not consenting.

SECTION 513.  Waiver of Past Defaults.

The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series and any related coupons waive any past default hereunder with respect to such series and its consequences, except a default

(1)in respect of the payment of the principal of (or premium, if any) or interest, if any, on any Security of such series or any related coupons, or

(2)in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected.

Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

SECTION 514.  Waiver of Stay or Extension Laws.

Each of the Company and the Guarantor covenants (to the extent that each may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and each of the Company and the Guarantor (to the extent that each may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 515.  Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorney’s fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section 515 does not apply to a suit by the Trustee, or a suit by Holders of more than 10% in principal amount of the then Outstanding Securities.

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SECTION 516.  Statement by Officers as to Default.

The Company shall deliver to the Trustee, as soon as possible after the Company becomes aware of the occurrence of any Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers’ Certificate setting forth the details of such Event of Default or default and the action which the Company proposes to take with respect thereto.

ARTICLE SIX

THE TRUSTEE

SECTION 601.  Notice of Defaults.

Within 90 days after the occurrence of any Default hereunder with respect to the Securities of any series, the Trustee shall transmit in the manner and to the extent provided in TIA Section 313(c), notice of such Default hereunder known to the Trustee, unless such Default shall have been cured or waived; provided, however, that, except in the case of a Default in the payment of the principal of (or premium, if any) or interest, if any, on any Security of such series or, in the payment of any sinking or purchase fund installment with respect to Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interest of the Holders of Securities and coupons of such series; and provided further that in the case of any Default of the character specified in Section 501(5) with respect to Securities and coupons of such series, no such notice to Holders shall be given until at least 60 days after the occurrence thereof.

SECTION 602.  Certain Rights of Trustee.

(A)Subject to the provisions of TIA Sections 315(a) through 315(d):

(1)the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(2)any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order or of the Guarantor mentioned herein shall be sufficiently evidenced by a Guarantor Request or Guarantor Order (in each case, other than delivery of any Security, together with any coupons appertaining thereto, to the Trustee for authentication and delivery pursuant to Section 303 which shall be sufficiently evidenced as provided therein) and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

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(3)whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon a Board Resolution, an Opinion of Counsel or an Officers’ Certificate;

(4)the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(5)the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders of Securities of any series or any related coupons pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(6)the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company and the Guarantor, personally or by agent or attorney and shall incur no liability or additional liability of any kind of reason of such inquiry or investigation;

(7)the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

(8)the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

(9)the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture;

(10)the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunder; and

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(11)the Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of directors or officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded;

(12)in no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(B)(1)Except during the continuance of an Event of Default,

(a)the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(b)in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(2)In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(3)No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that

(a)this Subsection shall not be construed to limit the effect of Subsection (1) of this Section;

(b)the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;

(c)the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Securities of any

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series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and

(4)Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

SECTION 603.  Trustee Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities, except for the Trustee’s certificates of authentication, and in any coupons shall be taken as the statements of the Company or the Guarantor, as the case may be, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness.  The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or coupons or the Guarantees, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility on Form T-1 supplied to the Company are true and accurate, subject to the qualifications set forth therein.  Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.

SECTION 604.  May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, the Guarantor or the Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and coupons and, subject to TIA Sections 310(b) and 311, may otherwise deal with the Company or the Guarantor with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.

SECTION 605.  Money Held in Trust.

Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law.  The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company or the Guarantor, as the case may be.

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SECTION 606.  Compensation and Reimbursement.

The Company agrees:

(1)to pay to the Trustee from time to time such compensation for all services rendered by it hereunder as has been agreed in writing (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(2)except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its own negligence or willful misconduct; and

(3)to indemnify the Trustee for, and to hold it harmless against, any loss, damage, claim, liability or expense incurred without negligence or willful misconduct on its own part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

In the event the Company fails to make any such payments or indemnify the Trustee the Guarantor hereby agrees to make such payments and/or indemnify the Trustee on its behalf.  As security for the performance of the obligations of the Company and the Guarantor under this Section, the Trustee shall have a claim prior to the Securities upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the Holders of particular Securities or any coupons.

When the Trustee incurs expenses or renders services after the occurrence of an Event of Default relating to insolvency or bankruptcy, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law.

The provisions of this Section 606 shall survive the satisfaction, discharge and termination of this Indenture or the earlier resignation or removal of the Trustee.

SECTION 607.  Corporate Trustee Required; Eligibility.

(a)There shall be at all times a Trustee hereunder which shall be eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined capital and surplus of at least $50,000,000.  If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of U.S. Federal, State, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its

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combined capital and surplus as set forth in its most recent report of condition so published.  If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

SECTION 608.  Resignation and Removal; Appointment of Successor.

(a)No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 609.

(b)The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company and the Guarantor.

(c)The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company and the Guarantor.

(d)If at any time:

(1)the Trustee shall fail to comply with the provisions of TIA Section 310(b) after written request therefor by the Company, the Guarantor or by any Holder who has been a bona fide Holder of a Security for at least six months, or

(2)the Trustee shall cease to be eligible under Section 607(a) and shall fail to resign after written request therefor by the Company, the Guarantor or by any Holder who has been a bona fide Holder of a Security for at least six months, or

(3)the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company or the Guarantor, by or pursuant to a Board Resolution, may remove the Trustee and appoint a successor Trustee with respect to all Securities, or (ii) subject to TIA Section 315(e), any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.

(e)If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause with respect to the Securities of one or more series, the Company and the Guarantor, by or pursuant to a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to

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the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series).  If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company, the Guarantor and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company and the Guarantor.  If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company and the Guarantor or the Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

(f)The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series in the manner provided for notices to the Holders of Securities of such series in Section 106.  Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.

SECTION 609.  Acceptance of Appointment by Successor.

(a)In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee shall execute, acknowledge and deliver to the Company, the Guarantor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company, the Guarantor or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

(b)In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the Guarantor, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all

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Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company, the Guarantor or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.  Whenever there is a successor Trustee with respect to one or more (but less than all) series of securities issued pursuant to this Indenture, the terms “Indenture” and “Securities” shall have the meanings specified in the provisos to the respective definitions of those terms in Section 101 which contemplate such situation.

(c)Upon request of any such successor Trustee, the Company and the Guarantor shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be.

(d)No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

SECTION 610.  Merger, Conversion, Consolidation or Succession to Business.

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto.  In case any Securities or coupons shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities or coupons so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities or coupons.  In case any of the Securities or coupons shall not have been authenticated by

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such predecessor Trustee, any successor Trustee may authenticate and deliver such Securities or coupons either in the name of any predecessor hereunder or in the name of the successor Trustee.  In all such cases such certificates shall have the full force and effect which this Indenture provides for the certificate of authentication of the Trustee; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

SECTION 611.  Appointment of Authenticating Agent.

At any time when any of the Securities remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder.  Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company and the Guarantor.  Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent.  Each Authenticating Agent shall be acceptable to the Company and the Guarantor and, except as may otherwise be provided pursuant to Section 301, shall at all times be a bank or trust company or corporation organized and doing business and in good standing under the laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority.  If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section.

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

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An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company and the Guarantor.  The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company and the Guarantor.  Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and the Guarantor and shall give written notice of such appointment to all Holders of Securities of the series with respect to which such Authenticating Agent will serve, in the manner provided for in Section 106.  Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.  No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

The Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section.

If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form:

Dated:

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

[NAME OF TRUSTEE],

as Trustee

By

as Authenticating Agent

By

Authorized Officer

ARTICLE SEVEN

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.  Disclosure of Names and Addresses of Holders.

Every Holder of Securities or coupons, by receiving and holding the same, agrees with the Company, the Guarantor and the Trustee that none of the Company, the Guarantor or the Trustee or any agent of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in

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accordance with TIA Section 312, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under TIA Section 312(b).

SECTION 702.  Reports by Trustee.

Within 60 days after May 15 of each year commencing with the first May 15 after the first issuance of Securities pursuant to this Indenture, the Trustee shall transmit to the Holders of Securities, in the manner and to the extent provided in TIA Section 313(c), a brief report dated as of May 15 if required by TIA Section 313(a).

A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange, if any, upon which the Securities are listed, with the Commission and with the Company.  The Company will promptly notify the Trustee of the listing or delisting of the Securities on any stock exchange.

SECTION 703.  Reports by the Company and the Guarantor.

The Company and the Guarantor shall:

(1)file with the Trustee, within 15 days after the Company or the Guarantor, as the case may be, is required to file the same with the Commission, copies of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company or the Guarantor, as the case may be, may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended; or, if the Company or the Guarantor, as the case may be, is not required to file information, documents or reports pursuant to either of such Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;

(2)file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company and the Guarantor, as the case may be, with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

(3)transmit to all Holders, in the manner and to the extent provided in TIA Section 313(c), within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company or the Guarantor pursuant to paragraphs (1) and (2) of this Section as

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may be required by rules and regulations prescribed from time to time by the Commission.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or the Guarantor’s compliance with any of its covenants hereunder.

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

SECTION 801.  Company or Guarantor May Consolidate, etc., Only on Certain Terms.

Neither the Company nor the Guarantor shall consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless:

(1)           either the Company or the Guarantor shall be the continuing corporation, or the corporation formed by such consolidation or into which the Company or the Guarantor is merged or the Person which acquires by conveyance or transfer the properties and assets of the Company or the Guarantor substantially as an entirety shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee acting reasonably, in the case of the Company, the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed, and, in the case of the Guarantor, the due and punctual performance of the Guarantees and the performance or observance of every covenant of this Indenture on the part of the Guarantor to be performed or observed;

(2)           immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and

(3)           the Company or such Person shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

This Section shall only apply to a merger or consolidation in which the Company or the Guarantor, as the case may be, is not the surviving corporation and to conveyances and transfers by the Company or the Guarantor, as the case may be, as transferor.

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SECTION 802.  Successor Person Substituted.

Upon any consolidation or merger, or any conveyance or transfer of the properties and assets of the Company or the Guarantor, as the case may be substantially as an entirety to any Person in accordance with Section 801, the successor Person formed by such consolidation or into which the Company or the Guarantor is merged or to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or the Guarantor under this Indenture with the same effect as if such successor Person had been named as the Company or the Guarantor, as the case may be, herein; and in the event of any such conveyance or transfer, the Company or the Guarantor, as the case may be, shall be discharged from all obligations and covenants under this Indenture and the Securities and the coupons, or the Guarantees, as the case may be, and may be dissolved and liquidated.

SECTION 803.  Assumption by Guarantor.

The Guarantor, or any of its Subsidiaries, may directly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed.  Upon any such assumption, the Guarantor or such Subsidiary shall succeed to, and be substituted for and may exercise every right and power of, the Company under this Indenture with the same effect as if the Guarantor or such Subsidiary had been named as the Company herein, and the Company shall be released from all obligations and covenants with respect to the Securities.  No such assumption shall be permitted unless the Guarantor has delivered to the Trustee (i) an Officers’ Certificate and an Opinion of Counsel, each stating that such assumption and supplemental indenture comply with this Section 803, and that all conditions precedent herein provided for relating to such transaction have been complied with and that, in the event of assumption by a Subsidiary, the Guarantee and all other covenants of the Guarantor herein remain in full force and effect and (ii) an opinion of independent counsel that the Holders of Securities or related coupons (assuming such Holders are only taxed as residents of the United States) shall have no materially adverse United States federal tax consequences as a result of such assumption, and that, if any Securities are then listed on the New York Stock Exchange, that such Securities shall not be delisted as a result of such assumption.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901.  Supplemental Indentures Without Consent of Holders.

Without the consent of any Holders, the Company and the Guarantor, when authorized by or pursuant to a Board Resolution of the Company and the Guarantor, as applicable, and the Trustee, at any time and from time to time, may enter

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into one or more indentures supplemental hereto, in form satisfactory to the Trustee acting reasonably, for any of the following purposes:

(1)           to evidence the succession of another Person to the Company or the Guarantor and the assumption by any such successor of the covenants of the Company or the Guarantor contained herein and in the Securities; or

(2)           to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities and any related coupons (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company or the Guarantor; or

(3)           to add any additional Events of Default (and if such Events of Default are to be for the benefit of less than all series of Securities, stating that such Events of Default are being included solely for the benefit of such series); provided, however, that in respect of any such additional Events of Default such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default or may limit the right of the Holders of a majority in aggregate principal amount of that or those series of Securities to which such additional Events of Default apply to waive such default; or

(4)           to add to or change any of the provisions of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal of or any premium or interest on Bearer Securities, to permit Bearer Securities to be issued in exchange for Registered Securities, to permit Bearer Securities to be issued in exchange for Bearer Securities of other authorized denominations or to permit or facilitate the issuance of Securities in uncertificated form; provided that any such action shall not adversely affect the interests of the Holders of Securities of any series or any related coupons in any material respect; or

(5)           to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision; or

(6)           to secure the Securities or the Guarantees pursuant to the requirements of Section 1006 or otherwise; or

(7)           to establish the form or terms of Securities of any series and any related coupons or Guarantees as permitted by Sections 201 and 301; or

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(8)           to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; or

(9)           to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided any such action shall not adversely affect the interests of the Holders of Securities of any series and any related coupons in any material respect; or

(10)         to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Sections 401, 1402 and 1403; provided that any such action shall not adversely affect the interests of the Holders of Securities of such series and any related coupons or any other series of Securities in any material respect; or

(11)         to effect the assumption by the Guarantor or a Subsidiary thereof pursuant to Section 803.

SECTION 902.  Supplemental Indentures with Consent of Holders.

With the consent of the Holders of not less than a majority in principal amount of all Outstanding Securities affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Guarantor and the Trustee, the Company and the Guarantor, when authorized by or pursuant to a Board Resolution of the Company and the Guarantor, as the case may be, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture which affect such series of Securities or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of such series:

(1)           change the Stated Maturity of the principal of (or premium, if any) (it being understood that any extension of the Stated Maturity of any Security pursuant to Section 308 will not require a supplemental indenture or the consent of the Holder of each Outstanding Security of such series) or any installment of interest on any Security of such series, or reduce the principal amount thereof (or premium, if any) or the rate of interest, if any, thereon, or change any obligation of the Company or the Guarantor to pay Additional Amounts contemplated by Section 1005 (except as contemplated by Section 801(1) and permitted by Section 901(1)), or reduce the amount of the principal of an Original Issue Discount Security of such series that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502 or the amount thereof

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provable in bankruptcy pursuant to Section 504, or adversely affect any right of repayment at the option of any Holder of any Security of such series, or change any Place of Payment where, or the Currency in which, any Security of such series or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption or repayment at the option of the Holder, on or after the Redemption Date or Repayment Date, as the case may be), or adversely affect any right to convert or exchange any Security as may be provided pursuant to Section 301 herein, or

(2)           reduce the percentage in principal amount of the Outstanding Securities of such series required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture which affect such series or certain defaults applicable to such series hereunder and their consequences provided for in this Indenture, or reduce the requirements of Section 1504 for quorum or voting with respect to Securities of such series, or

(3)           modify any of the provisions of this Section, Section 513, Section 1008 and Sections 1503 to 1506, except to increase any such percentage or to provide that certain other provisions of this Indenture which affect such series cannot be modified or waived without the consent of the Holder of each Outstanding Security of such series.

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

SECTION 903.  Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall given, and shall (subject to Section 315 of the Trust Indenture Act) be fully protected in relying upon, an Opinion of Counsel and an Officers’ Certificate stating that the execution of such supplemental indenture is authorized or permitted by this Indenture.  The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

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SECTION 904.  Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

SECTION 905.  Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect.

SECTION 906.  Reference in Securities to Supplemental Indentures.

Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture.  If the Company and the Guarantor shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee, the Company and the Guarantor, to any such supplemental indenture may be prepared and executed by the Company, the Guarantees noted or endorsed thereon may be prepared and executed by the Guarantor, and such Securities may be authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.

ARTICLE TEN

COVENANTS

SECTION 1001.  Payment of Principal, Premium, if any, and Interest.

The Company covenants and agrees for the benefit of the Holders of each series of Securities and any related coupons that it will duly and punctually pay the principal of (and premium, if any) and interest, if any, by 2:00 p.m. New York time on the day prior to the date such principal of (and premium, if any) and interest is due on the Securities of that series in accordance with the terms of such series of Securities, any coupons appertaining thereto and this Indenture.  Unless otherwise specified with respect to Securities of any series pursuant to Section 301, at the option of the Company, all payments of principal may be paid by check to the registered Holder of the Registered Security or other person entitled thereto against surrender of such Security.  Unless otherwise specified as contemplated by Section 301 with respect to any series of Securities, any interest installments due on Bearer Securities on or before Maturity shall be payable only upon presentation and surrender of the several coupons for such interest installments as are evidenced thereby as they severally mature.

SECTION 1002.  Maintenance of Office or Agency.

If the Securities of a series are issuable only as Registered Securities, the Company will maintain in each Place of Payment for any series of Securities an office or

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agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series that are exchangeable may be surrendered for exchange, as applicable and where notices and demands to or upon the Company or the Guarantor, as the case may be, in respect of the Securities of that series and this Indenture may be served.

If Securities of a series are issuable as Bearer Securities, the Company will maintain (A) in The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment, where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are exchangeable may be surrendered for exchange, as applicable, where notices and demands to or upon the Company or the Guarantor, as the case may be, in respect of the Securities of that series and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment in the circumstances described in the following paragraph (and not otherwise), (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment; provided, however, that, if the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Company or the Guarantor, as the case may be, will maintain a Paying Agent for the Securities of that series in any required city located outside the United States so long as the Securities of that series are listed on such exchange, and (C) subject to any laws or regulations applicable thereto, in a Place of Payment for that series located outside the United States, an office or agency where any Registered Securities of that series may be surrendered for registration of transfer, where Securities of that series may be surrendered for exchange, where Securities of that series that are exchangeable may be surrendered for exchange, as applicable, and where notices and demands to or upon the Company or the Guarantor, as the case may be, in respect of the Securities of that series and this Indenture may be served.

The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.  If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of any series and the related coupons may be presented and surrendered for payment or exchange at any Paying Agent for such series located outside the United States, and the Company hereby appoints the same as its agents to receive such respective presentations, surrenders, notices and demands.

If Securities of a series are issuable only as Registered Securities, the Guarantor shall maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment pursuant to any Guarantee and where notices and demands to or upon the Guarantor in respect of any Guarantee and this Indenture may be served.  If Securities of a series are

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issuable as Bearer Securities, the Guarantor will maintain (A) in the Borough of Manhattan, The City of New York, an office or agency where any Registered Securities of that series may be presented or surrendered for payment pursuant to any Guarantee and where notices and demands to or upon the Guarantor in respect of any Guarantee and this Indenture may be served and where Bearer Securities of that series and related coupons may be presented or surrendered for payment pursuant to any Guarantee in the circumstances described in the following paragraph (and not otherwise) and (B) subject to any laws or regulations applicable thereto, in a Place of Payment for that series which is located outside the United States, an office or agency where Securities of that series and related coupons may be presented and surrendered for payment pursuant to any Guarantee; provided, however, that if the Securities of that series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Guarantor will maintain a Paying Agent for the Securities of that series in any required city located outside the United States, as the case may be, so long as the Securities of that series are listed on such exchange.  The Guarantor will give prompt written notice to the Trustee of the location, and any change in the location, of each such office or agency.  If at any time the Guarantor shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, except that Bearer Securities of that series and the related coupons may be presented and surrendered for payment or exchange at any Paying Agent for such series located outside the United States, and the Guarantor hereby appoints the same as its agent to receive such respective presentations, surrenders, notices and demands, and the Guarantor hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

Unless otherwise specified with respect to any Securities pursuant to Section 301, no payment of principal, premium or interest on Bearer Securities by or on behalf of the Guarantor shall be made at any office or agency of the Company or the Guarantor, as the case may be, in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located in the United States; provided, however, that, if the Securities of a series are payable in Dollars, payment of principal of (and premium, if any) and interest, if any, by or on behalf of the Guarantor on any Bearer Security shall be made at the office of the Company’s or the Guarantor’s, as the case may be, Paying Agent in The City of London, if (but only if) payment in Dollars of the full amount of such principal, premium or interest, as the case may be, at all offices or agencies outside the United States maintained for such purpose by the Company or the Guarantor, as the case may be, in accordance with this Indenture, is illegal or effectively precluded by exchange controls or other similar restrictions.

The Company or the Guarantor may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes, and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company or the Guarantor of its obligation to maintain an office or agency in accordance with the requirements set forth above for Securities of any series for such purposes.

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The Company or the Guarantor will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.  Unless otherwise specified with respect to any Securities as contemplated by Section 301 with respect to a series of Securities, the Company and the Guarantor each hereby designate as a Place of Payment for each series of Securities the office or agency of the Company or the Guarantor, as the case may be, in the Borough of Manhattan, The City of New York, and initially appoint the Trustee at its Corporate Trust Office as Paying Agent in such city and as their agent to receive all such presentations, surrenders, notices and demands.

Unless otherwise specified with respect to any Securities pursuant to Section 301, if and so long as the Securities of any series (i) are denominated in a Currency other than Dollars or (ii) may be payable in a Currency other than Dollars, or so long as it is required under any other provision of the Indenture, then the Company or the Guarantor, as the case may be, will maintain with respect to each such series of Securities, or as so required, at least one Exchange Rate Agent.

SECTION 1003.  Money for Securities Payments to Be Held in Trust.

If the Company shall at any time act as its own, or authorize the Guarantor to act as, Paying Agent with respect to any series of Securities and any related coupons, it will, on or before each due date of the principal of (or premium, if any) or interest, if any, on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the principal of (or premium, if any) or interest, if any, on Securities of such series so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents for any series of Securities and any related coupons, it will, prior to or on each due date of the principal of (or premium, if any) or interest, if any, on any Securities of that series, deposit with a Paying Agent a sum (in the Currency described in the preceding paragraph) sufficient to pay the principal (or premium, if any) or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

The Company or the Guarantor may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order or Guarantor Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums.

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Except as provided in the Securities of any series, any money deposited with the Trustee or any Paying Agent, or then held by the Company or the Guarantor, in trust for the payment of the principal of (or premium, if any) or interest, if any, on any Security of any series, or any coupon appertaining thereto, and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on Company Request (if then held by the Company) or, if deposited by the Guarantor, paid to the Guarantor on Guarantor Request shall be discharged from such trust; and the Holder of such Security or coupon shall thereafter, as an unsecured general creditor, look only to the Company and the Guarantor for payment thereof (without interest thereon), and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company or the Guarantor cause to be published once, in an Authorized Newspaper, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company or the Guarantor, as the case may be.

SECTION 1004.  Statement as to Compliance.

The Company and the Guarantor will each deliver to the Trustee, within 120 days after the end of each fiscal year, a brief certificate from the principal executive officer, principal financial officer or principal accounting officer as to his or her knowledge of the Company’s or the Guarantor’s, as the case may be, compliance with all conditions and covenants under this Indenture.  For purposes of this Section 1004, such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

SECTION 1005.  Additional Amounts.

All payments of, or in respect of, principal of and any premium and interest on the Securities, and all payments pursuant to any Guarantee, shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of a Taxing Jurisdiction, unless such taxes, duties, assessments or governmental charges are required by such Taxing Jurisdiction to be withheld or deducted.  In that event, the Company or the Guarantor, as applicable, will pay such additional amounts of, or in respect of, principal and any premium and interest (“Additional Amounts”) as will result (after deduction of such taxes, duties, assessments or governmental charges and any additional taxes, duties, assessments or governmental charges payable in respect of such) in the payment to each Holder of a Security of the amounts which would have been payable in respect of such Security or the Guarantee thereof, as the case may be, had no such withholding or deduction been required, except that no Additional Amounts shall be so payable for or on account of:

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(1)any tax, duty, assessment or other governmental charge imposed by any jurisdiction other than a Taxing Jurisdiction (including the United States or any political subdivision or taxing authority thereof or therein);

(2)any tax, duty, assessment or other governmental charge which would not have been imposed but for (A) the existence of any present or former connection between such Holder or a third party on behalf of such Holder by reason of its (or between a fiduciary, sailor, beneficiary member, shareholder or possessor of a power over such Holder, if such Holder is an estate, trust, partnership or corporation) having some present or former connection with a Taxing Jurisdiction (including being or having been a citizen or resident of a Taxing Jurisdiction or being or having been engaged in a trade or business or present therein or having or having had a permanent establishment therein, but not including the mere holding or ownership of a debt security), or (B) the presentation of such Security or the Guarantee thereof for payment more than 30 days after the date on which such payment became due or was provided for, whichever is later;

(3)any estate, inheritance, gift, sale, transfer, personal property or similar tax, duty, assessment or other governmental charge;

(4)any tax, duty, assessment or other governmental charge which is payable otherwise than by withholding or deduction from payments of (or in respect of) principal of or any premium or interest on the Securities or the Guarantee(s) thereof;

(5)any tax, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure to comply by the Holder or the beneficial owner of a Security with a request of the Company or the Guarantor addressed to the Holder (A) to provide information concerning the nationality, residence or identity of the Holder or such beneficial owner or (B) to make any declaration or other similar claim or satisfy any information or reporting requirement, which, in the case of (A) or (B), is required or imposed by statute, treaty, regulation or administrative practice of the Taxing Jurisdiction as a precondition to exemption from all or part of such tax, assessment or other governmental charge;

(6)any withholding or deduction that is imposed on a payment to an individual and required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN (European Union Economic and Finance Ministers) Counsel Meeting of 26-27 November 2000 or any law implementing or complying with or introduced in order to conform to such Directive; or

(7)any combination of items (1), (2), (3), (4), (5) and (6).

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Additionally, Additional Amounts shall not be paid with respect to any payment in respect of any Security to any Holder who is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to such Additional Amounts had it been the Holder of such Security.

Whenever in this Indenture there is mentioned, in any context, the payment of the principal of or any premium or interest on, or in respect of, any Security of any series (or any payments pursuant to the Guarantee thereof) such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made.

The provisions of this Section 1005 shall apply mutatis mutandis to any withholding or deduction for or on account of any present or future taxes, assessments or governmental charges of whatever nature of any jurisdiction in which any successor Person to the Company or the Guarantor is organized, or any political subdivision or taxing authority thereof or therein.

SECTION 1006.  Limitation on Liens.

The Guarantor will not itself, and will not permit any Restricted Subsidiary to, create, incur, issue, assume or guarantee any Capital Markets Indebtedness secured by any Lien on any Principal Property owned by the Guarantor or any Restricted Subsidiary, or upon any shares of stock of or Debt owed to any Restricted Subsidiary (such shares of stock or Debt of any Restricted Subsidiary being called “Restricted Securities”), without in any such case effectively providing that the Securities (together with, if the Guarantor shall so determine, any other Capital Markets Indebtedness of the Guarantor or such Restricted Subsidiary then existing or thereafter created which is not subordinate to the Securities) shall be secured equally and ratably with (or prior to) such secured Capital Markets Indebtedness, so long as such secured Capital Markets Indebtedness shall be so secured, unless, after giving effect thereto, the aggregate principal amount of all such secured Capital Markets Indebtedness then outstanding plus the Attributable Debt of the Guarantor and its Restricted Subsidiaries in respect of sale and leaseback transactions (as defined in Section 1007) involving Principal Properties entered into after the date of the first issuance by the Company of Securities issued pursuant to this Indenture (other than sale and leaseback transactions permitted by paragraph (b) of Section 1007) would not, with respect to a series of Securities, exceed an amount equal to a certain percentage, set forth in the Board Resolution, Officer’s Certificate or supplemental indenture establishing such series, of Consolidated Net Tangible Assets; provided, however, that nothing contained in this Section shall prevent, restrict or apply to, and there shall be excluded from secured Capital Markets

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Indebtedness in any computation under this Section, Capital Markets Indebtedness secured by:

(a)Liens on any Principal Property or Restricted Securities of the Restricted Subsidiary or any Principal Property of the Guarantor existing as of the date of the first issuance by the Company of Securities issued pursuant to this Indenture;

(b)Liens on any property or securities of any corporation existing at the time such corporation becomes a Restricted Subsidiary, or arising thereafter (i) otherwise than in connection with the borrowing of money arranged thereafter and (ii) pursuant to contractual commitments entered into prior to and not in contemplation of such corporation’s becoming a Restricted Subsidiary;

(c)Liens arising by operation of law in the ordinary course of business and securing amounts not more than 60 days overdue;

(d)Liens created on an undertaking or asset in favor of a governmental or quasi-governmental (whether national, local or regional) or supra-governmental body in respect of the financing of that undertaking or asset at a preferential rate which secures only the payment or repayment of the financing for that undertaking or asset;

(e)Liens created in respect of any margin or collateral delivered or otherwise provided in connection with metal transactions;

(f)Liens on any Principal Property or Restricted Securities of the Restricted Subsidiary or any Principal Property of the Guarantor existing at the time of acquisition thereof (including acquisition through merger or consolidation) or securing the payment of all or any part of the purchase price or construction cost thereof or securing any Debt incurred prior to, at the time of or within 12 months after, the acquisition of such Principal Property or Restricted Securities or the completion of any such construction, whichever is later, for the purpose of financing all or any part of the purchase price or construction cost thereof (provided such Liens are limited to such Principal Property or Restricted Securities, to improvements on such Principal Property and to any other property or assets not then constituting a Principal Property or Restricted Securities);

(g)Liens on any Principal Property to secure all or any part of the cost of exploration, drilling, development, operation, construction, alteration, repair, improvement or rehabilitation, of all or any part of such Principal Property, or to secure Debt incurred prior to, at the time of or within 12 months after, the completion of such exploration, drilling, development, operation, construction, alteration, repair, improvement or rehabilitation, whichever is later, for the purpose of financing all or any part of such cost (provided such Liens are limited to such Principal Property, improvements thereon and any other property or assets not then constituting a Principal Property);

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(h)Liens which secure Debt owing by a Restricted Subsidiary to the Guarantor or to another Restricted Subsidiary;

(i)Liens on any property, shares of stock, or indebtedness existing at the time of acquisition thereof from a corporation which is consolidated with or merged into, or substantially all of the assets of which are acquired by, the Guarantor or a Restricted Subsidiary;

(j)any deposit or pledge of assets (1) with any surety company or clerk of any court, or in escrow, as collateral in connection with, or in lieu of, any bond on appeal from any judgment or decree against the Guarantor or a Restricted Subsidiary, or in connection with other proceedings or actions at law or in equity by or against the Guarantor or a Restricted Subsidiary, or (2) as security for the performance of any contract or undertaking not directly or indirectly related to the borrowing of money or the securing of indebtedness, if made in the ordinary course of business, or (3) with any governmental agency, which deposit or pledge is required or permitted to qualify the Guarantor or a Restricted Subsidiary to conduct business, to maintain self-insurance, or to obtain the benefits of any law pertaining to workers’ compensation, unemployment insurance, old age pensions, social security, or similar matters, or (4) made in the ordinary course of business to obtain the release of mechanics’, workmen’s, repairmen’s, warehousemen’s or similar liens, or the release of property in the possession of a common carrier;

(k)Liens in favor of the government bodies, or any department, agency or instrumentality or political subdivision of such government bodies, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of constructing or improving the property subject to such Liens and Liens given to secure indebtedness incurred in connection with the financing of construction of pollution control facilities;

(l)Liens existing on property acquired by the Guarantor or a Restricted Subsidiary through the exercise of rights arising out of defaults on receivables acquired in the ordinary course of business;

(m)judgment Liens, so long as the finality of such judgment is being contested in good faith and execution thereon is stayed;

(n)Liens for the sole purpose of extending, renewing or replacing in whole or in part Debt secured by any Lien referred to in clauses (a) to (p), inclusive, or in this clause (k); provided, however, that the principal amount of Debt secured thereby shall not exceed the principal amount of Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements on such property);

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(o)Liens for taxes or assessments or governmental charges or levies not yet due or delinquent, or which can thereafter be paid without penalty, or which are being contested in good faith by appropriate proceedings; landlord’s Liens on property held under lease; and any other Liens of a nature similar to those hereinabove described in this clause (1) which do not, in the opinion of the Guarantor, materially impair the use of such property in the operation of the business of the Guarantor or a Restricted Subsidiary or the value of such property for the purposes of such business;

(p)any transaction characterized as a sale of receivables (retail or wholesale) but reflected as secured indebtedness on a balance sheet in conformity with International Financial Reporting Standards then in effect;

(q)Liens on Margin Stock owned by the Guarantor and its Restricted Subsidiaries to the extent such Margin Stock so mortgaged exceeds 25% of the fair market value of the sum of the Principal Property of the Guarantor and the Restricted Subsidiaries plus the shares of stock (including Margin Stock) and indebtedness issued or incurred by the Restricted Subsidiaries; and

(r)any Lien on any Principal Property of the Guarantor or the Restricted Subsidiary or on the Restricted Securities of the Restricted Subsidiary in relation to which Project Finance Indebtedness has been incurred to secure that Project Finance Indebtedness.

For the purposes of this Section 1006 and Section 1007, the giving of a guarantee which is secured by a Lien on a Principal Property or Restricted Securities, and the creation of a Lien on a Principal Property or Restricted Securities to secure Capital Markets Indebtedness which existed prior to the creation of such Lien, shall be deemed to involve the creation of Capital Markets Indebtedness in an amount equal to the principal amount guaranteed or secured by such Lien; but the amount of Capital Markets Indebtedness secured by Liens on Principal Properties and Restricted Securities shall be computed without cumulating the underlying indebtedness with any guarantee thereof or Lien securing the same.

For purposes of this Section 1006 and Section 1007, the following shall not be deemed to be Liens securing Capital Markets Indebtedness and, accordingly, nothing contained in this Section or Section 1007 shall prevent, restrict or apply to:  (a) any acquisition by the Guarantor or any Restricted Subsidiary of any property or assets subject to any reservation or exception under the terms of which any vendor, lessor or assignor creates, reserves or excepts or has created, reserved or excepted an interest in any mineral and/or the proceeds thereof, any royalty, production payment, interest in net proceeds or profits, right to take production in kind, easement, right of way, surface use right, water right or other interest in real property, (b) any lien created to secure our portion of someone else’s expenses to develop or conduct operations with respect to mineral resources on a property in which the Company or a Restricted Subsidiary has an interest, (c) any conveyance or assignment under the terms of which the Guarantor or any Restricted Subsidiary conveys or assigns to any Person or Persons an interest in any

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mineral and/or the proceeds thereof, any royalty, production payment, interest in net proceeds or profits, right to take production in kind, easement, right of way, surface use right, water right or other interest in real property, or (d) any Lien upon any property or assets owned or leased by the Guarantor or any Restricted Subsidiary or in which the Guarantor or any Restricted Subsidiary owns an interest to secure (i) to the Person or Persons paying the expenses of developing and/or conducting operations for the recovery, storage, transportation and/or sale of the mineral resources of the said property (or property with which it is utilized) the payment to such Person or Persons of the Guarantor’s or the Restricted Subsidiary’s proportionate part of such development and/or operating expense, (ii) to the other Persons who hold an interest in the property or assets the performance of the obligations of the Guarantor or the Restricted Subsidiary in connection therewith.

SECTION 1007.  Limitation on Sale and Leaseback Transactions.

The Guarantor will not itself, and will not permit any Restricted Subsidiary to, enter into any arrangement after the date of the first issuance by the Company of Securities issued pursuant to this Indenture, with any bank, insurance company or other lender or investor (other than the Guarantor or another Restricted Subsidiary) providing for the leasing by the Guarantor or any such Restricted Subsidiary of any Principal Property (except a lease for a temporary period not to exceed three years by the end of which it is intended that the use of such Principal Property by the lessee will be discontinued), which was or is owned or leased by the Guarantor or a Restricted Subsidiary and which has been or is to be sold or transferred more than 12 months after the acquisition thereof or after the completion of construction and commencement of full operation thereof by the Guarantor or such Restricted Subsidiary to such lender or investor or to any Person to whom funds have been or are to be advanced by such lender or investor on the security of such Principal Property (herein referred to as a “sale and leaseback transaction”), unless:

(a)the Attributable Debt of the Guarantor and its Restricted Subsidiaries in respect of such sale and leaseback transaction and all other sale and leaseback transactions entered into after the date of the first issuance by the Company of Securities issued pursuant to this Indenture (other than such sale and leaseback transactions as are permitted by paragraph (b) below), plus the aggregate principal amount of Debt secured by Liens on Principal Properties and Restricted Securities then outstanding (excluding any such Debt secured by permitted Liens covered in Section 1006) without equally and ratably securing the Securities, would not, with respect to a series of Securities, exceed a certain percentage, set forth in the Board Resolution, Officer’s Certificate or supplemental indenture establishing such series, of Consolidated Net Tangible Assets, or

(b)the Guarantor, within 12 months after the sale or transfer, applies or causes a Restricted Subsidiary to apply an amount equal to the greater of the net proceeds of such sale or transfer or fair market value of the Principal Property so sold and leased back at the time of entering into such sale and leaseback transaction (in either case as determined by any two directors, or any director and

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secretary, of the Guarantor) to the retirement of Securities of any series or other Debt of the Guarantor (other than Debt subordinated to the Securities) or Debt of a Restricted Subsidiary, having a stated maturity more than 12 months from the date of such application or which is extendible at the option of the obligor thereon to a date more than 12 months from the date of such application (and, unless otherwise expressly provided with respect to any one or more series of Securities, any redemption of Securities pursuant to this provision shall not be deemed to constitute a refunding operation or anticipated refunding operation for the purposes of any provision limiting the Company’s right to redeem Securities of any one or more such series when such redemption involves a refunding operation or anticipated refunding operation); provided that the amount to be so applied shall be reduced by (i) the principal amount of Securities delivered within 12 months after such sale or transfer to the Trustee for retirement and cancellation, and (ii) the principal amount of any such Debt of the Guarantor or a Restricted Subsidiary, other than Securities, voluntarily retired by the Guarantor or a Restricted Subsidiary within 12 months after such sale or transfer.  Notwithstanding the foregoing, no retirement referred to in this paragraph (b) may be effected by payment at maturity or pursuant to any mandatory sinking fund payment or any mandatory prepayment provision, or

(c)the Guarantor or such Restricted Subsidiary would be entitled, pursuant to Section 1006, to incur Debt secured by a Lien on the Principal Property to be leased without equally and ratably securing the Securities, or

(d)the Guarantor shall, at or prior to the time of entering into the sale and leaseback transaction, enter into a bona fide commitment or commitments to expend for the acquisition or improvement of a Principal Property an amount at least equal to the fair value (as so determined) of the property sold and leased back.

Notwithstanding the foregoing, where the Guarantor or any Restricted Subsidiary is the lessee in any sale and leaseback transaction, Attributable Debt shall not include any Debt resulting from the guarantee by the Guarantor or any other Restricted Subsidiary of the lessee’s obligation thereunder.

SECTION 1008.  Waiver of Certain Covenants.

The Company and the Guarantor, as the case may be, may, with respect to any series of Securities, omit in any particular instance to comply with any term, provision or condition which affects such series set forth in Sections 1006 and 1007, inclusive, or, as specified pursuant to Section 301(15) for Securities of such series, in any covenants of the Company or the Guarantor added to Article Ten pursuant to Section 301(14) or Section 301(15) in connection with Securities of such series, if before or after the time for such compliance the Holders of at least a majority in principal amount of all Outstanding Securities of such series, by Act of such Holders, waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the

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extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the Guarantor and the duties of the Trustee to Holders of Securities of such series in respect of any such term, provision or condition shall remain in full force and effect.

SECTION 1009.  Calculation of Original Issue Discount.

While any series of Original Issue Discount Security is outstanding, the Company shall provide to the Trustee by December 31 of each year such information in the Company’s possession as the Trustee reasonably requires to enable the Trustee to prepare and file any form required to be submitted by the Company to the Internal Revenue Service and to the Holders of any series of Securities relating to original issue discount, including, without limitation, Form 1099-OID or any successor form.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101.  Applicability of Article.

Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with the terms of such Securities and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article.

SECTION 1102.  Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities shall be evidenced by or pursuant to a Board Resolution.  In case of any redemption at the election of the Company of less than all of the Securities of a series, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities of such series to be redeemed.  In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction.

SECTION 1103.  Selection by Trustee of Securities to Be Redeemed.

If less than all the Securities of any series issued on the same day with the same terms are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series issued on the same day with the same terms not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions of the principal of Securities of such series; provided, however, that no such partial redemption shall reduce

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the portion of the principal amount of a Security not redeemed to less than the minimum authorized denomination for Securities of such series established pursuant to Section 301.

The Trustee shall promptly notify the Company and the Security Registrar (if other than itself) in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed.

SECTION 1104.  Notice of Redemption.

Except as otherwise specified as contemplated by Section 301, notice of redemption shall be given in the manner provided for in Section 106 not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, but failure to give such notice in the manner herein provided to the Holder of any Security designated for redemption as a whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption of any other such Security or portion thereof.

All notices of redemption shall state:

(1)the Redemption Date,

(2)the Redemption Price and the amount of accrued interest to the Redemption Date payable as provided in Section 1106, if any,

(3)if less than all the Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the principal amounts) of the particular Securities to be redeemed,

(4)in case any Security is to be redeemed in part only, the notice which relates to such Security shall state that on and after the Redemption Date, upon surrender of such Security, the Holder will receive, without charge, a new Security or Securities of authorized denominations for the principal amount thereof remaining unredeemed,

(5)that on the Redemption Date, the Redemption Price and accrued interest, if any, to the Redemption Date payable as provided in Section 1106 will become due and payable upon each such Security, or the portion thereof, to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date,

(6)the Place or Places of Payment where such Securities, together in the case of Bearer Securities with all coupons appertaining thereto, if any,

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maturing after the Redemption Date, are to be surrendered for payment of the Redemption Price and accrued interest, if any,

(7)that the redemption is for a sinking fund, if such is the case,

(8)that, unless otherwise specified in such notice, Bearer Securities of any series, if any, surrendered for redemption must be accompanied by all coupons maturing subsequent to the Redemption Date or the amount of any such missing coupon or coupons will be deducted from the Redemption Price unless security or indemnity satisfactory to the Company, the Trustee and any Paying Agent is furnished,

(9)if Bearer Securities of any series are to be redeemed and any Registered Securities of such series are not to be redeemed, and if such Bearer Securities may be exchanged for Registered Securities not subject to redemption on such Redemption Date pursuant to Section 305 or otherwise, the last date, as determined by the Company, on which such exchanges may be made; and

(10)The CUSIP number, if any.

Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request and provision of such notice information to the Trustee at least 10 days prior to the date such notice of redemption is requested to be sent to the Holders, by the Trustee in the name and at the expense of the Company.

SECTION 1105.  Deposit of Redemption Price.

Prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) no later than 2:00 p.m.  (New York time) on the Business Day prior to such Redemption Date an amount of money in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the Redemption Price of, and accrued interest, if any, on, all the Securities which are to be redeemed on that date.

SECTION 1106.  Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) (together with accrued interest, if any, to the Redemption Date), and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest, if any) such Securities shall, if the same were interest-bearing, cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be

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redeemed, except to the extent provided below, shall be void.  Upon surrender of any such Security for redemption in accordance with said notice, together with all coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be paid by the Company at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided, however, that installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation and surrender of coupons for such interest; and provided further that installments of interest on Registered Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307.

If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant coupons maturing after the Redemption Date, such Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless.  If thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been made from the Redemption Price, such Holder shall be entitled to receive the amount so deducted; provided, however, that interest represented by coupons shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation and surrender of those coupons.

SECTION 1107.  Securities Redeemed in Part.

Any Security which is to be redeemed only in part (pursuant to the provisions of this Article or of Article Twelve) shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Company shall execute, the Guarantor shall execute the Guarantee noted or endorsed on, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.  However, if less than all the Securities of any series with differing issue dates, interest rates and stated maturities are to be redeemed, the Company in its sole discretion shall select the particular Securities to be redeemed and shall notify the Trustee in writing thereof at least 45 days prior to the relevant redemption date.

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SECTION 1108.  Optional Redemption Due to Changes in Tax Treatment.

Each series of Securities may be redeemed at the option of the Company or the Guarantor (or their successors) in whole but not in part at any time (except in the case of Securities that have a variable rate of interest, which may be redeemed on any Interest Payment Date) at a Redemption Price equal to the principal amount thereof plus accrued interest to the date fixed for redemption (except in the case of Outstanding Original Issue Discount Securities which may be redeemed at the Redemption Price specified by the terms of such series of Securities) if, (i) the Company or the Guarantor is or would be required to pay Additional Amounts as a result of any change in or amendment to the laws or any regulations or rulings promulgated thereunder of a Taxing Jurisdiction or any change in the official application or interpretation of such laws, regulations or rulings, or any change in the official application or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which a Taxing Jurisdiction is a party, which change, execution or amendment becomes effective on or after the date of issuance of such series pursuant to Section 301(or in the case of a successor Person to the Company or the Guarantor, the date on which such successor Person became such or in the case of an assumption by the Guarantor or its Subsidiaries of obligations of the Company under the Securities, the date of such assumption), or (ii) as a result of any change in the official application or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which a Taxing Jurisdiction is a party, which change, execution or amendment is proposed and becomes effective on or after a date on which the Guarantor or any of its Subsidiaries (an “Intercompany Debtor”) borrows money from the Company, the Intercompany Debtor is or would be required to deduct or withhold tax on any payment to the Company to enable the Company to make any payment of principal, premium, if any, or interest, and the payment of such Additional Amounts, in the case of clause (i), or such deductions or withholding, in the case of clause (ii), cannot be avoided by the use of any reasonable measures available to the Company, the Guarantor or the Intercompany Debtor.  Prior to the giving of notice of redemption of such Securities pursuant to this Indenture, the Company will deliver to the Trustee an Officers’ Certificate, stating that the Company is entitled to effect such redemption and setting forth in reasonable detail a statement of circumstances showing that the conditions precedent to the right of the Company to redeem such Securities pursuant to this Section have been satisfied.

ARTICLE TWELVE

SINKING FUNDS

SECTION 1201.  Applicability of Article.

Retirements of Securities of any series pursuant to any sinking fund shall be made in accordance with the terms of such Securities and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article.

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The minimum amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking fund payment”.  If provided for by the terms of Securities of any series, the cash amount of any mandatory sinking fund payment may be subject to reduction as provided in Section 1202.  Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series.

SECTION 1202.  Satisfaction of Sinking Fund Payments with Securities.

Subject to Section 1203, in lieu of making all or any part of any mandatory sinking fund payment with respect to any Securities of a series in cash, the Company may at its option (1) deliver to the Trustee Outstanding Securities of a series (other than any previously called for redemption) theretofore purchased or otherwise acquired by the Company together in the case of any Bearer Securities of such series with all unmatured coupons appertaining thereto, and/or (2) receive credit for Securities of such series which have been previously delivered to the Trustee by the Company or for Securities of such series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any mandatory sinking fund payment with respect to the Securities of the same series required to be made pursuant to the terms of such Securities as provided for by the terms of such series; provided, however, that such Securities have not been previously so credited.  Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such mandatory sinking fund payment shall be reduced accordingly.

SECTION 1203.  Redemption of Securities for Sinking Fund.

Not less than 60 days prior to each sinking fund payment date for Securities of any series, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities of that series pursuant to Section 1202, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and will also deliver to the Trustee any Securities to be so delivered and credited.  If such Officers’ Certificate shall specify an optional amount to be added in cash to the next ensuing mandatory sinking fund payment, the Company shall thereupon be obligated to pay the amount therein specified.  Not less than 30 days before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the

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name of and at the expense of the Company in the manner provided in Section 1104.  Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107.

ARTICLE THIRTEEN

REPAYMENT AT OPTION OF HOLDERS

SECTION 1301.  Applicability of Article.

Repayment of Securities of any series before their Stated Maturity at the option of Holders thereof shall be made in accordance with the terms of such Securities and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article.

SECTION 1302.  Repayment of Securities.

Securities of any series subject to repayment in whole or in part at the option of the Holders thereof will, unless otherwise provided in the terms of such Securities, be repaid at a price equal to the principal amount thereof, together with interest, if any, thereon accrued to the Repayment Date specified in or pursuant to the terms of such Securities.  The Company and the Guarantor covenant that at least one Business Day prior to the Repayment Date the Company or the Guarantor will deposit with the Trustee or with a Paying Agent (or, if the Company or the Guarantor is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) no later than 2:00 p.m. (New York time) on the Business Day prior to such Repayment Date an amount of money in the Currency in which the Securities of such series are payable (except as otherwise specified pursuant to Section 301 for the Securities of such series and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay the principal (or, if so provided by the terms of the Securities of any series, a percentage of the principal) of and (except if the Repayment Date shall be an Interest Payment Date) accrued interest, if any, on, all the Securities or portions thereof, as the case may be, to be repaid on such date.

SECTION 1303.  Exercise of Option.

Securities of any series subject to repayment at the option of the Holders thereof will contain an “Option to Elect Repayment” form on the reverse of such Securities.  To be repaid at the option of the Holder, any Security so providing for such repayment, with the “Option to Elect Repayment” form on the reverse of such Security duly completed by the Holder (or by the Holder’s attorney duly authorized in writing), must be received by the Company at the Place of Payment therefor specified in the terms of such Security (or at such other place or places or which the Company shall from time to time notify the Holders of such Securities) not earlier than 45 days nor later than 30 days prior to the Repayment Date.  If less than the entire principal amount of such Security is to be repaid in accordance with the terms of such Security, the principal amount of such Security to be repaid, in increments of the minimum denomination for

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Securities of such series, and the denomination or denominations of the Security or Securities to be issued to the Holder for the portion of the principal amount of such Security surrendered that is not to be repaid, must be specified.  The principal amount of any Security providing for repayment at the option of the Holder thereof may not be repaid in part if, following such repayment, the unpaid principal amount of such Security would be less than the minimum authorized denomination of Securities of the series of which such Security to be repaid is a part.  Except as otherwise may be provided by the terms of any Security providing for repayment at the option of the Holder thereof, exercise of the repayment option by the Holder shall be irrevocable unless waived by the Company and the Guarantor.

SECTION 1304.  When Securities Presented for Repayment Become Due and Payable.

If Securities of any series providing for repayment at the option of the Holders thereof shall have been surrendered as provided in this Article and as provided by or pursuant to the terms of such Securities, such Securities or the portions thereof, as the case may be, to be repaid shall become due and payable and shall be paid by the Company or the Guarantor on the Repayment Date therein specified, and on and after such Repayment Date (unless the Company or the Guarantor shall default in the payment of such Securities on such Repayment Date) such Securities shall, if the same were interest-bearing, cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be repaid, except to the extent provided below, shall be void.  Upon surrender of any such Security for repayment in accordance with such provisions, together with all coupons, if any, appertaining thereto maturing after the Repayment Date, the principal amount of such Security so to be repaid shall be paid by the Company or the Guarantor, together with accrued interest, if any, to the Repayment Date; provided, however, that coupons whose Stated Maturity is on or prior to the Repayment Date shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified pursuant to Section 301, only upon presentation and surrender of such coupons; and provided further that, in the case of Registered Securities, installments of interest, if any, whose Stated Maturity is on or prior to the Repayment Date shall be payable (but without interest thereon, unless the Company and the Guarantor shall default in the payment thereof) to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307.

If any Bearer Security surrendered for repayment shall not be accompanied by all appurtenant coupons maturing after the Repayment Date, such Security may be paid after deducting from the amount payable therefor as provided in Section 1302 an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the Company, the Guarantor and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless.  If thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent any such missing coupon in respect of which a deduction shall have been made as provided in the

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preceding sentence, such Holder shall be entitled to receive the amount so deducted; provided, however, that interest represented by coupons shall be payable only at an office or agency located outside the United States (except as otherwise provided in Section 1002) and, unless otherwise specified as contemplated by Section 301, only upon presentation and surrender of those coupons.

If the principal amount of any Security surrendered for repayment shall not be so repaid upon surrender thereof, such principal amount (together with interest, if any, thereon accrued to such Repayment Date) shall, until paid, bear interest from the Repayment Date at the rate of interest set forth in such Security or Yield to Maturity (in the case of Original Issue Discount Securities).

SECTION 1305.  Securities Repaid in Part.

Upon surrender of any Registered Security which is to be repaid in part only, the Company shall execute, the Guarantor shall execute the Guarantee noted or endorsed on, and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge and at the expense of the Company, a new Registered Security or Securities of the same series, of any authorized denomination specified by the Holder, in an aggregate principal amount equal to and in exchange for the portion of the principal of such Security so surrendered which is not to be repaid.

ARTICLE FOURTEEN

DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1401.  Applicability of Article; Company’s and Guarantor’s Option to Effect Defeasance or Covenant Defeasance.

Unless provided otherwise, pursuant to Section 301 the provisions of such Section or Sections, as the case may be, together with the other provisions of this Article (with such modifications thereto as may be specified pursuant to Section 301 with respect to any Securities), shall be applicable to such Securities and any coupons appertaining thereto, and the Company and the Guarantor may at their option by Board Resolution, at any time, with respect to such Securities and any coupons appertaining thereto, elect to have Section 1402 (if applicable) or Section 1403 (if applicable) be applied to such Outstanding Securities and any coupons appertaining thereto upon compliance with the conditions set forth below in this Article.

SECTION 1402.  Defeasance and Discharge.

Upon their exercise of the above option applicable to this Section with respect to any Securities of or within a series, each of the Company and the Guarantor shall be deemed to have been discharged from their respective obligations with respect to such Outstanding Securities and any coupons appertaining thereto and under the Guarantee in respect thereof on the date the conditions set forth in Section 1404 are satisfied (hereinafter, “defeasance”).  For this purpose, such defeasance means that the Company and the Guarantor shall be deemed to have paid and discharged the entire

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indebtedness represented by such Outstanding Securities and any coupons appertaining thereto and under the Guarantee in respect thereof which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1405 and the other Sections of this Indenture referred to in clauses (A) and (B) of this Section, and to have satisfied all its other obligations under such Securities and any coupons appertaining thereto and under the Guarantee in respect thereof and this Indenture insofar as such Securities and any coupons appertaining thereto and the Guarantee in respect thereof are concerned (and the Trustee, at the expense of the Company and the Guarantor shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder:  (A) the rights of Holders of such Outstanding Securities and any coupons appertaining thereto to receive, solely from the trust fund described in Section 1405 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest, if any, on such Securities and any coupons appertaining thereto when such payments are due, (B) the Company’s and the Guarantor’s obligations with respect to such Securities under Sections 305, 306, 1002 and 1003 and with respect to the payment of Additional Amounts, to the extent then unknown, on such Securities as contemplated by Section 1005, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (D) this Article Fourteen.  Subject to compliance with this Article Fourteen, the Company or the Guarantor may exercise its option under this Section notwithstanding the prior exercise of its option under Section 1403 with respect to such Securities and any coupons appertaining thereto.

SECTION 1403.  Covenant Defeasance.

Upon the Company’s or the Guarantor’s exercise of the above option applicable to this Section with respect to any Securities of or within a series, the Company and the Guarantor shall be released from their respective obligations under Sections 1006 and 1007, and, if specified pursuant to Section 301, its obligations under any other covenant, with respect to such Outstanding Securities and any coupons appertaining thereto and the Guarantee in respect thereof on and after the date the conditions set forth in Section 1404 are satisfied (hereinafter, “covenant defeasance”), and such Securities and any coupons appertaining thereto shall thereafter be deemed to be not “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with Sections 1006 and 1007, or such other covenant, but shall continue to be deemed “Outstanding” for all other purposes hereunder.  For this purpose, such covenant defeasance means that, with respect to such Outstanding Securities and any coupons appertaining thereto, the Company and the Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section or such other covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of reference in any such Section or such other covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 501{5) or 501(8) or otherwise, as the case may be, but, except as specified above, the remainder of this Indenture and such Securities and any coupons appertaining thereto and the Guarantee in respect thereof shall be unaffected thereby.

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SECTION 1404.  Conditions to Defeasance or Covenant Defeasance.

The following shall be the conditions to application of Section 1402 or Section 1403 to any Outstanding Securities of or within a series and any coupons appertaining thereto and the Guarantee in respect thereof:

(a)The Company or the Guarantor shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Article Fourteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities and any coupons appertaining thereto, (1) an amount (in such Currency in which such Securities and any coupons appertaining thereto are then specified as payable at Stated Maturity), or (2) Government Obligations applicable to such Securities and coupons appertaining thereto (determined on the basis of the Currency in which such Securities and coupons appertaining thereto are then specified as payable at Stated Maturity) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of (and premium, if any) and interest, if any, on such Securities and any coupons appertaining thereto, money in an amount, or (3) a combination thereof in an amount, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (i) the principal of (and premium, if any) and interest, if any, and any Additional Amounts then known on such Outstanding Securities and any coupons appertaining thereto on the Stated Maturity of such principal or installment of principal or interest and (ii) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities and any coupons appertaining thereto on the day on which such payments are due and payable in accordance with the terms of this Indenture and of such Securities and any coupons appertaining thereto.  Before such a deposit, the Company or the Guarantor, as the case may be, may give to the Trustee, in accordance with Section 1102 hereof, a notice of its election to redeem all or any portion of such Outstanding Securities at a future date in accordance with the terms of the Securities of such series and Article Eleven hereof, which notice shall be irrevocable.  Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing.

(b)Such defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or the Guarantor is a party or by which it is bound.

(c)No Default or Event of Default with respect to such Securities and any coupons appertaining thereto shall have occurred and be continuing on the date of such deposit or, insofar as Sections 501(6) and 501(7) are concerned, at

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any time during the period ending on the 91st day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period).

(d)In the case of an election under Section 1402, the Company or the Guarantor shall have delivered to the Trustee an Opinion of Counsel stating that (1) the Company or the Guarantor has received from, or there has been published by, the Internal Revenue Service a ruling, or (2) since the date of execution of this Indenture, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for United States federal income tax purposes as a result of such defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred.

(e)In the case of an election under Section 1403, the Company or the Guarantor shall have delivered to the Trustee Opinions of Counsel to the effect that the Holders of such Outstanding Securities and any coupons appertaining thereto will not recognize income, gain or loss for United States federal income tax purposes as a result of such covenant defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred.

(f)The Company or the Guarantor shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance under Section 1402 or the covenant defeasance under Section 1403 (as the case may be) have been complied with.

(g)Notwithstanding any other provisions of this Section, such defeasance or covenant defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Company or the Guarantor in connection therewith pursuant to Section 301.

SECTION 1405.  Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions.

Subject to the provisions of the last paragraph of Section 1003, all money and Government Obligations (or other property as may be provided pursuant to Section 301) (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1405, the “Trustee”) pursuant to Section 1404 in respect of any Outstanding Securities of any series and any coupons appertaining thereto shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and any coupons appertaining thereto and this Indenture, to the payment, either directly or through any Paying Agent (including the Company or the Guarantor acting as its own Paying Agent) as the Trustee may determine, to the Holders

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of such Securities and any coupons appertaining thereto of all sums due and to become due thereon in respect of principal (and premium, if any) and interest and Additional Amounts, if any, but such money need not be segregated from other funds except to the extent required by law.

Unless otherwise specified with respect to any Security pursuant to Section 301, if, after a deposit referred to in Section 1404(a) has been made, (a) the Holder of a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 312(b) or the terms of such Security to receive payment in a Currency other than that in which the deposit pursuant to Section 1404(a) has been made in respect of such Security, or (b) a Conversion Event occurs as contemplated in Section 312(d) or 312(e) or by the terms of any Security in respect of which the deposit pursuant to Section 1404(a) has been made, the indebtedness represented by such Security and any coupons appertaining thereto shall be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal of (and premium, if any) and interest and Additional Amounts, if any, on such Security as the same becomes due out of the proceeds yielded by converting (from time to time as specified below in the case of any such election) the amount or other property deposited in respect of such Security into the Currency in which such Security becomes payable as a result of such election or Conversion Event based on the applicable Market Exchange Rate for such Currency in effect on the second Business Day prior to each payment date, except, with respect to a Conversion Event, for such Currency in effect (as nearly as feasible) at the time of the Conversion Event.

The Company or the Guarantor, as the case may be, shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to Section 1404 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of such Outstanding Securities and any coupons appertaining thereto.

Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the Company Request, or the Guarantor, as the case may be, upon the Guarantor Request, any money or Government Obligations (or other property and any proceeds therefrom) held by it as provided in Section 1404 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect a defeasance or covenant defeasance, as applicable, in accordance with this Article.

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ARTICLE FIFTEEN

MEETINGS OF HOLDERS OF SECURITIES

SECTION 1501.  Purposes for Which Meetings May Be Called.

If Securities of a series are issuable as Bearer Securities, a meeting of Holders of Securities of such series may be called at any time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Securities of such series.

SECTION 1502.  Call, Notice and Place of Meetings.

(a)           The Trustee may at any time call a meeting of Holders of Securities of any series for any purpose specified in Section 1501, to be held at such time and at such place in The City of New York or in London as the Trustee shall determine.  Notice of every meeting of Holders of Securities of any series, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, in the manner provided for in Section 106, not less than 21 nor more than 180 days prior to the date fixed for the meeting.

(b)           In case at any time the Company or the Guarantor, pursuant in either case to a Board Resolution, or the Holders of at least 10% in principal amount of the Outstanding Securities of any series shall have requested the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in Section 1501, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Company, the Guarantor or the Holders of Securities of such series in the amount above specified, as the case may be, may determine the time and the place in The City of New York or in London for such meeting and may call such meeting for such purposes by giving notice thereof as provided in paragraph (a) of this Section.

SECTION 1503.  Persons Entitled to Vote at Meetings.

To be entitled to vote at any meeting of Holders of Securities of any series, a Person shall be (1) a Holder of one or more Outstanding Securities of such series, or (2) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such series by such Holder or Holders.  The only Persons who shall be entitled to be present or to speak at any meeting of Holders of Securities of any series shall be the Person entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel and any representatives of the Company, the Guarantor and their respective counsel.

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SECTION 1504.  Quorum; Action.

The Persons entitled to vote a majority in principal amount of the Outstanding Securities of a series shall constitute a quorum for a meeting of Holders of Securities of such series; provided, however, that, if any action is to be taken at such meeting with respect to a consent or waiver which this Indenture expressly provides may be given by the Holders of not less than a specified percentage in principal amount of the Outstanding Securities of a series, the Persons entitled to vote such specified percentage in principal amount of the Outstanding Securities of such series shall constitute a quorum.  In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of Securities of such series, be dissolved.  In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such meeting.  In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting.  Notice of the reconvening of any adjourned meeting shall be given as provided in Section 1502(a), except that such notice need be given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened.  Notice of the reconvening of any adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the Outstanding Securities of such series which shall constitute a quorum.

Subject to the foregoing, at the reconvening of any meeting adjourned for lack of a quorum the Persons entitled to vote 25% in principal amount of the Outstanding Securities at the time shall constitute a quorum for the taking of any action set forth in the notice of the original meeting.

Except as limited by the proviso to Section 902, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted by the affirmative vote of the Holders of a majority in principal amount of the Outstanding Securities of such series; provided, however, that, except as limited by the proviso to Section 902, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other action which this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding Securities of such series.

Any resolution passed or decision taken at any meeting of Holders of Securities of any series duly held in accordance with this Section shall be in writing and shall be binding on all the Holders of Securities of such series and the related coupons, whether or not present or represented at the meeting.

Notwithstanding the foregoing provisions of this Section 1504, if any action is to be taken at a meeting of Holders of Securities of any series with respect to

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any request, demand, authorization, direction, notice, consent, waiver or other action that this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage in principal amount of all Outstanding Securities affected thereby, or of the Holders of such series and one or more additional series:

(i)            there shall be no minimum quorum requirement for such meeting; and

(ii)           the principal amount of the Outstanding Securities of such series that vote in favor of such request, demand, authorization, direction, notice, consent, waiver or other action shall be taken into account in determining whether such request, demand, authorization, direction, notice, consent, waiver or other action has been made, given or taken under this Indenture.

SECTION 1505.  Determination of Voting Rights; Conduct and Adjournment of Meetings.

(a)           Notwithstanding any provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate.  Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 104 and the appointment of any proxy shall be proved in the manner specified in Section 104 or by having the signature of the Person executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 104 to certify to the holding of Bearer Securities.  Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 104 or other proof.

(b)           The Trustee shall, by an instrument in writing appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company, the Guarantor or by Holders of Securities as provided in Section 1502(b), in which case the Company, the Guarantor or the Holders of Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman.  A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting.

(c)           At any meeting each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of the Outstanding Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding.  The

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chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy.

(d)           Any meeting of Holders of Securities of any series duly called pursuant to Section 1502 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting, and the meeting may be held as so adjourned without further notice.

SECTION 1506.  Counting Votes and Recording Action of Meetings.

The vote upon any resolution submitted to any meeting of Holders of Securities of any series shall be by written ballots on which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities of such series held or represented by them.  The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting.  A record, at least in duplicate, of the proceedings of each meeting of Holders of Securities of any series shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the fact setting forth a copy of the notice of the meeting and showing that said notice was given as provided in Section 1502 and, if applicable, Section 1504.  Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Company, to the Guarantor and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting.  Any record so signed and verified shall be conclusive evidence of the matters therein stated.

ARTICLE SIXTEEN

GUARANTEE OF SECURITIES

SECTION 1601.  Guarantee.

This Section 1601 and Section 1602 apply to the Securities of any series to the extent that the form of the Guarantee to be endorsed on such Securities is not otherwise specifically established as contemplated by Section 301.

The Guarantor hereby unconditionally guarantees to each Holder of a Security of each series authenticated and delivered by the Trustee the due and punctual payment of the principal (including any amount due in respect of original issue discount) of and any premium and interest on and Additional Amounts with respect to such Security, and the due and punctual payment of any sinking fund payments provided for pursuant to the terms of such Security, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for

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redemption or otherwise, in accordance with the terms of such Security and of this Indenture.  The Guarantor hereby agrees that its obligations hereunder shall be as if it were a principal debtor and not merely a surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of any Security of any series or this Indenture, any failure to enforce the provisions of any Security of any series or this Indenture, any waiver, modification, consent or indulgence granted to the Company with respect thereto, by the Holder of any Security of any series or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor.  The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, the benefit of discussion, protest or notice with respect to any Security or the indebtedness evidenced thereby or with respect of any sinking fund payment required pursuant to the terms of a Security issued under this Indenture and all demands whatsoever, and covenants that this Guarantee will not be discharged with respect to any Security except by payment in full of the principal thereof and any premium and interest or Additional Amounts thereon or as provided in Article Four, Section 802 or Article Fourteen.  The Guarantor further agrees that, as between the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand, the Maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby.

This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time payment on any Company Security, in whole or in part, is rescinded or must otherwise be restored to the Company or the Guarantor upon the bankruptcy, liquidation or reorganization of the Company or otherwise.

The Guarantor hereby waives, in favor of the Holders and the Trustee, any and all of its rights, protections, privileges and defenses provided by any applicable law to a guarantor and waives any right of set-off which the Guarantor may have against the Holder of a Security in respect of any amounts which are or may become payable by the Holder of a Security to the Company.

The Guarantor shall be subrogated to all rights of each Holder of Securities against the Company in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and any premium and interest on all the Securities of the same series and of like tenor shall have been paid in full.

The Guarantee shall be governed by and construed in accordance with the laws of the State of New York.  The Guarantor agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holders in enforcing any rights under the Guarantee.

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No past, present or future stockholder, officer, director, employee or incorporator of the Guarantor shall have any personal liability under the Guarantee set forth in this Section 1601 by reason of his or its status as such stockholder, officer, director, employee or incorporator.

The Guarantee set forth in this Section 1601 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Security shall have been signed by or on behalf of the Trustee.

SECTION 1602.  Execution of Guarantee.

To evidence its Guarantee to the Holders specified in Section 1601, the Guarantor hereby agrees to execute the Guarantee in substantially the form set forth in Section 204 to be endorsed on each Security authenticated and delivered by the Trustee.  The Guarantor hereby agrees that its Guarantee set forth in Section 1601 shall remain in full force and effect notwithstanding any failure to endorse on each Security such Guarantee.  Each such Guarantee shall be signed on behalf of the Guarantor by any two directors, or any director and secretary, of the Guarantor, prior to the authentication of the Security on which it is endorsed, and the delivery of such Security by the Trustee, after the due authentication thereof by the Trustee hereunder, shall constitute due delivery of the Guarantee on behalf of the Guarantor.  Such signatures upon the Guarantee may be manual or facsimile signatures of any present, past or future such directors or officers and may be imprinted or otherwise reproduced below the Guarantee, and in case any such director or officer who shall have signed the Guarantee shall cease to hold such offices before the Security on which such Guarantee is endorsed shall have been authenticated and delivered by the Trustee or disposed of by the Company, such Security nevertheless may be authenticated and delivered or disposed of as though the person who signed the Guarantee had not ceased to hold such office of the Guarantor.

This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Indenture.

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the day and year first above written.

ANGLOGOLD ASHANTI HOLDINGS PLC
By:	/s/ Dewald Lambertus Joubert
	Name:  Dewald Lambertus Joubert
	Title:    Director
ANGLOGOLD ASHANTI LIMITED
By:	/s/ Lynda Eatwell
	Name:  Lynda Eatwell
	Title:    Company Secretary
THE BANK OF NEW YORK MELLON
By:	/s/ Joellen McNamara
	Name:  Joellen McNamara
	Title:    Senior Associate

EXHIBIT A

FORMS OF CERTIFICATION

EXHIBIT A-1

FORM OF CERTIFICATE TO BE GIVEN BY
PERSON ENTITLED TO RECEIVE BEARER SECURITY
OR TO OBTAIN INTEREST PAYABLE PRIOR
TO THE EXCHANGE DATE

CERTIFICATE

[Insert title or sufficient description
of Securities to be delivered]

This is to certify that as of the date hereof, and except as set forth below, the above-captioned Securities held by you for our account (i) are owned by person(s) that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States federal income taxation regardless of its source (“United States persons(s)”), (ii) are owned by United States person(s) that are (a) foreign branches of United States financial institutions (financial institutions, as defined in United States Treasury Regulations Section 1.165-12(c)(1)(iv) are herein referred to as “financial institutions”) purchasing for their own account or for resale, or (b) United States person(s) who acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through such United States financial institutions on the date hereof (and in either case (a) or (b), each such United States financial institution hereby agrees, on its own behalf or through its agent, that you may advise [Name of Issuer] or its agent that such financial institution will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are owned by United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, in addition, if the owner is a United States or foreign financial institution described in clause (iii) above (whether or not also described in clause (i) or (ii)), this is to further certify that such financial institution has not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.

As used herein, “United States” means the United States of America (including the states and the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

We undertake to advise you promptly by tested telex on or prior to the date on which you intend to submit your certification relating to the above-captioned

A-1-1

Securities held by you for our account in accordance with your Operating Procedures if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such date.

This certificate excepts and does not relate to [U.S.$]                         of such interest in the above-captioned Securities in respect of which we are not able to certify and as to which we understand an exchange for an interest in a Permanent Global Security or an exchange for and delivery of definitive Securities (or, if relevant, collection of any interest) cannot be made until we do so certify.

We understand that this certificate may be required in connection with certain tax legislation in the United States.  If administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof to any interested party in such proceedings.

Dated:
[To be dated no earlier than the 15th day prior to (i) the Exchange Date or (ii) the relevant Interest Payment Date occurring prior to the Exchange Date, as applicable]
	[Name of Person Making Certification]
	(Authorized Signatory)
	Name:
	Title:

A-1-2

EXHIBIT A-2

FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
AND CLEARSTREAM IN
CONNECTION WITH THE EXCHANGE OF A PORTION OF A
TEMPORARY GLOBAL SECURITY OR TO OBTAIN INTEREST
PAYABLE PRIOR TO THE EXCHANGE DATE

CERTIFICATE

[Insert title or sufficient description
of Securities to be delivered]

This is to certify that based solely on written certifications that we have received in writing, by tested telex or by electronic transmission from each of the persons appearing in our records as persons entitled to a portion of the principal amount set forth below (our “Member Organizations”) substantially in the form attached hereto, as of the date hereof, [U.S.$]                         principal amount of the above-captioned Securities (i) is owned by person(s) that are not citizens or residents of the United States, domestic partnerships, domestic corporations or any estate or trust the income of which is subject to United States Federal income taxation regardless of its source (“United States person(s)”), (ii) is owned by United States person(s) that are (a) foreign branches of United States financial institutions (financial institutions, as defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(iv) are herein referred to as “financial institutions”) purchasing for their own account or for resale, or (b) United States person(s) who acquired the Securities through foreign branches of United States financial institutions and who hold the Securities through such United States financial institutions on the date hereof (and in either case (a) or (b), each such financial institution has agreed, on its own behalf or through its agent, that we may advise [Name of Issuer] or its agent that such financial institution will comply with the requirements of Section 1650)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) is owned by United States or foreign financial institution(s) for purposes of resale during the restricted period (as defined in United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)) and, to the further effect, that financial institutions described in clause (iii) above (whether or not also described in clause (i) or (ii)) have certified that they have not acquired the Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions.

As used herein, “United States” means the United States of America (including the states and the District of Columbia); and its “possessions” include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

We further certify that (i) we are not making available herewith for exchange (or, if relevant, collection of any interest) any portion of the temporary global

A-2-1

Security representing the above-captioned Securities excepted in the above-referenced certificates of Member Organizations and (ii) as of the date hereof we have not received any notification from any of our Member Organizations to the effect that the statements made by such Member Organizations with respect to any portion of the part submitted herewith for exchange (or, if relevant, collection of any interest) are no longer true and cannot be relied upon as of the date hereof.

We understand that this certification is required in connection with certain tax legislation in the United States.  If administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate or a copy thereof to any interested party in such proceedings.

Dated:
[To be dated no earlier than the Exchange Date or the relevant Interest Payment Date occurring prior to the Exchange Date, as applicable]
	[EUROCLEAR BANK S.A./N.V., as Operator of the Euroclear System] [CLEARSTREAM]
	By

A-2-2

EX-4.8

Exhibit 4.8

EXECUTION COPY

ANGLOGOLD ASHANTI HOLDINGS FINANCE PLC,

as Issuer

ANGLOGOLD ASHANTI LIMITED,

as Guarantor

THE BANK OF NEW YORK MELLON,

as Trustee

Second Supplemental Indenture

Dated as of October 18, 2010

Supplemental to Indenture dated as of September 22, 2010

and

First Supplemental Indenture dated as of September 22, 2010

Second Supplemental Indenture, dated as of October 18, 2010 (this “Second Supplemental Indenture”), among ANGLOGOLD ASHANTI HOLDINGS FINANCE PLC, a corporation duly organized and existing under the laws of the Isle of Man (herein called the “Company”), having its principal office at 1st Floor, Atlantic House, 4-8 Circular Road, Douglas, Isle of Man, IM1 1AG, ANGLOGOLD ASHANTI LIMITED, a company duly organized and existing under the laws of South Africa (herein called the “Guarantor”), having its principal office at 76 Jeppe Street, Newtown, Johannesburg, 2001 (PO Box 62117, Marshalltown, 2107), South Africa, and THE BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the State of New York, having its principal corporate trust office at 101 Barclay Street, New York, New York 10286, as Trustee (herein called the “Trustee”), under the Indenture, dated as of September 22, 2010, among the Company, the Guarantor and the Trustee (the “Base Indenture”) as supplemented by the First Supplemental Indenture dated as of September 22, 2010 among the Company, the Guarantor and the Trustee (the “First Supplemental Indenture” and, the Base Indenture as supplemented by the First Supplemental Indenture, the “Indenture”).

W I T N E S S E T H :

WHEREAS, the Company issued a series of securities known as the Company’s 6.00% Mandatory Convertible Subordinated Bonds due 2013 (the “Bonds”) pursuant to the Indenture;

WHEREAS, the First Supplemental Indenture contained inadvertent errors in certain definitional terms;

WHEREAS, the preliminary prospectus supplement dated September 15, 2010 (the “Prospectus”) in connection with the offering and sale of the Bonds set forth the correct definition of such terms;

WHEREAS, pursuant to Section 10.1 of the First Supplemental Indenture, the Company and the Trustee may amend the terms of the First Supplemental Indenture without the consent of any Holder of the Bonds to conform the First Supplemental Indenture to the provisions set forth in the Prospectus.

WHEREAS, all things necessary to make this Second Supplemental Indenture a valid and binding legal obligation of the Company and the Guarantor according to its terms have been done.

NOW, THEREFORE, for and in consideration of the foregoing premises, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities, as follows:

1.Amendments

Section 1.2(e) of the First Supplemental Indenture shall be amended as follows:

1.1Under the definition of the term “Maximum Conversion Rate,” “0.91954” shall be amended to read “1.14943”;

1.2Under the definition of the term “Minimum Conversion Rate,” “1.14943” shall be amended to read “0.91954.”

2.Miscellaneous

2.1Indenture Ratified.

Except as hereby otherwise expressly provided, the Indenture is in all respects ratified and confirmed, and all the terms, provisions, and conditions thereof shall be and remain in full force and effect.

2.2Execution in Counterparts.

This Second Supplemental Indenture may be simultaneously executed and delivered in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument.

2.3Governing Law.

This Second Supplemental Indenture shall be governed by and construed in accordance with the law of the State of New York.  The Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of the Indenture, and the Indenture, as supplemented by this Second Supplemental Indenture, shall, to the extent applicable, be governed by such provisions.

2.4Effect of This Second Supplemental Indenture.

The Indenture shall be deemed to be modified as herein provided, but except as modified hereby, the Indenture shall continue in full force and effect.  The Indenture as modified hereby shall be read, taken, and construed as one and the same instrument.  A form of amended and restated First Supplemental Indenture as modified hereby is attached as Exhibit A hereto.

2.5Trustee.

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company and the Guarantor.

[signature page follows]

2

In witness whereof, each of the parties hereto has caused this Second Supplemental Indenture to be duly executed on its behalf, all as of the day and year first written above.

ANGLOGOLD ASHANTI HOLDINGS FINANCE PLC
By:	/s/ Hendrik Johannes Snyman
	Name: Hendrik Johannes Snyman
	Title:   Director
ANGLOGOLD ASHANTI LIMITED
By:	/s/ Srinivasan Venkatakrishnan
	Name: Srinivasan Venkatakrishnan
	Title:   Executive Director – Chief Financial Officer
By:	/s/ Lynda Eatwell
	Name: Lynda Eatwell
	Title:   Company Secretary
THE BANK OF NEW YORK MELLON, as Trustee
By:	/s/ Joellen McNamara
	Name: Joellen McNamara
	Title:   Sr. Associate

Signature Page to Second Supplemental Indenture

Exhibit A

Form of Amended and Restated First Supplemental Indenture

[See Next Page]

ANGLOGOLD ASHANTI HOLDINGS FINANCE PLC,

as Issuer

ANGLOGOLD ASHANTI LIMITED,

as Guarantor

THE BANK OF NEW YORK MELLON,

as Trustee

First Supplemental Indenture

Dated as of             , 2010

Supplemental to Indenture dated as of September 22, 2010

First Supplemental Indenture, dated as of                    , 2010 (this “Supplemental Indenture”), among ANGLOGOLD ASHANTI HOLDINGS FINANCE PLC, a corporation duly organized and existing under the laws of the Isle of Man (herein called the “Company”), having its principal office at 1st Floor, Atlantic House, 4-8 Circular Road, Douglas, Isle of Man, IM1 1AG, ANGLOGOLD ASHANTI LIMITED, a company duly organized and existing under the laws of South Africa (herein called the “Guarantor”), having its principal office at 76 Jeppe Street, Newtown, Johannesburg, 2001 (PO Box 62117, Marshalltown, 2107), South Africa, and THE BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the State of New York, having its principal corporate trust office at 101 Barclay Street, New York, New York 10286, as Trustee (herein called the “Trustee”), under the Indenture, dated as of September 22, 2010, among the Company, the Guarantor and the Trustee (the “Base Indenture” and as supplemented by this Supplemental Indenture, the “Indenture”).

W I T N E S S E T H :

WHEREAS, the Base Indenture provides for the issuance from time to time thereunder, in series, of Securities of the Company carrying the Guaranty of the Guarantor, and Section 301 of the Base Indenture provides for the establishment of the form and terms of Securities issued thereunder through one or more supplemental indentures, and the addition, modification or elimination of any provisions of the Base Indenture in respect of such Securities;

WHEREAS, the Company and the Guarantor desire by this Supplemental Indenture to create a new series of Securities to be issuable under the Base Indenture, as supplemented by this Supplemental Indenture, and to be known as the Company’s 6.00% Mandatory Convertible Subordinated Bonds due 2013 (the “Bonds”), the principal amount of which is mandatorily exchangeable at Maturity (as defined herein) into American Depositary Shares (“ADSs”) of the Guarantor, each currently representing one ordinary share of the Guarantor, on the terms and under the conditions specified in this Supplemental Indenture;

WHEREAS, the Company and the Guarantor have duly authorized the execution and delivery of this Supplemental Indenture to establish the Bonds as a series of Securities under the Base Indenture and to provide for, among other things, the issuance of and the form and terms of the Bonds and additional covenants for the benefit of the Holders thereof and the Trustee; and

WHEREAS, all things necessary to make this Supplemental Indenture a valid and binding legal obligation of the Company and the Guarantor according to its terms have been done.

NOW, THEREFORE, for and in consideration of the premises and the purchase and acceptance of the Bonds by the Holders thereof and for the purpose of setting forth, as provided in the Base Indenture, the form of the Bonds and the terms, provisions and conditions thereof, the Company and the Guarantor covenant and agree with the Trustee as follows:

1.Base Indenture; Definitions

1.1Provisions of the Base Indenture.

Except insofar as herein otherwise expressly provided, all the definitions, provisions, terms and conditions of the Base Indenture shall remain in full force and effect.  The Base Indenture, as amended and supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and the Base Indenture and this Supplemental Indenture shall be read, taken and considered as one and the same instrument for all purposes.  To the extent any provision of this Supplement Indenture is inconsistent with any provision of the Base Indenture, the provision of this Supplemental Indenture shall govern.

1.2Definitions.

For all purposes of this Supplemental Indenture and the Bonds, except as otherwise expressly provided or unless the subject matter or context otherwise requires:

(a)           any reference to a “Section” refers to a Section of this Supplemental Indenture;

(b)           the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Supplemental Indenture as a whole and not to any particular Section or other subdivision;

(c)           all terms used in this Supplemental Indenture that are defined in the Base Indenture have the meanings assigned to them in the Base Indenture, except as otherwise provided in this Supplemental Indenture;

(d)           the term “Securities” as defined in the Base Indenture and as used in any definition therein, shall be deemed to include or refer to, as applicable, the Bonds; and

(e)           the following terms have the meanings given to them in this Section 1.2(e):

“ADS Depositary” means the depositary for the Guarantor’s ordinary shares represented by the ADSs, currently The Bank of New York Mellon, pursuant to the Amended and Restated Deposit Agreement, dated as of June 3, 2008, among the ADS Depositary, the Guarantor and the holders and beneficial owners from time to time of American Depositary Receipts.

“ADS Price” means (i) in the case of a Fundamental Change described in clause (a)(i) or (b) of the definition of Fundamental Change, in which the holders of the Guarantor’s ordinary shares receive only cash in such Fundamental Change, the cash amount paid per ADS; and (ii) otherwise, the average of the Daily VWAP of an ADS on each of the five consecutive Trading Days ending on, and including, the Trading Day immediately preceding the Effective Date of the Fundamental Change.

“ADSs” has the meaning set forth in the recitals.

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“Allocable Amounts” means all amounts due or to become due on Company Senior Indebtedness or Guarantor Indebtedness less, if applicable, any amount which would have been paid to, and retained by, the holders of such Company Senior Indebtedness or Guarantor Indebtedness (whether as a result of receipt of payments by the holders of such Company Senior Indebtedness or Guarantor Indebtedness from the Company, the Guarantor or any other obligor thereon or from any holders of, or trustee in respect of, other Indebtedness that is subordinate and junior in right of payment to such Company Senior Indebtedness or Guarantor Indebtedness pursuant to any provision of such Indebtedness for the payment over of amounts received on account of such Indebtedness to the holders of such Company Senior Indebtedness or Guarantor Indebtedness or otherwise), but for the fact that such Company Senior Indebtedness or Guarantor Indebtedness is subordinate or junior in right of payment to (or subject to a requirement that amounts received on such Company Senior Indebtedness or Guarantor Indebtedness be paid over to obligees on) trade accounts payable or accrued liabilities arising in the ordinary course of business.

“Anticipated Effective Date” has the meaning set forth in Section 2.6(b).

“Approval Date” means the date, if any, on which Shareholder Conversion Approval is obtained.

“Bonds” has the meaning set forth in the recitals.

“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in The City of New York, in South Africa or in the Isle of Man are authorized or obligated by law or executive order to close.

“Company Proceeding” has the meaning set forth in Section 9.1(b).

“Company Senior Indebtedness” means all Indebtedness of the Company except (i) any Indebtedness which is by its terms pari passu with the Bonds; and (ii) Indebtedness owed to a Subsidiary or Affiliate of the Company, including the Guarantor.  Company Senior Indebtedness does not include shares of the Company’s capital stock or warrants, options or rights to acquire shares of the Company’s capital stock (but excluding any debt security that is convertible into, or exchangeable for, shares of the Company’s capital stock) or trade payables.

“Conversion Agent” means initially the Trustee or such other office or agency subsequently designated by the Company where the Bonds may be presented for conversion.

“Corporate Trust Office” means the principal corporate trust office of the Trustee at which, at any particular time, its corporate trust business shall be administered.

“close of business” has the meaning set forth in Section 3.2(c).

“current market price” has the meaning set forth in Section 3.2(a).

“Daily Conversion Amount” means the amount of ADSs determined for each Trading Day during the Observation Period in accordance with Section 2.3 hereof.

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“Daily VWAP” of an ADS (or other security for which a Daily VWAP must be determined) means, for any Trading Day, the volume-weighted average price per ADS (or other security) as displayed under the heading “Bloomberg VWAP” on Bloomberg page “AU <equity> AQR” (or its equivalent successor if such page is not available), or the corresponding Bloomberg VWAP page for such other security, in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such Trading Day (or if such volume-weighted average price is unavailable, the market value of one ADS (or other security) on such Trading Day as an internationally recognized investment bank retained for this purpose by the Company determines in good faith using a volume-weighted average method, which determination shall be conclusive).

“Deferred Interest” means accrued and unpaid interest that has been deferred in accordance with Section 2.2(b), and interest on such deferred accrued and unpaid interest, to the extent permitted by applicable law, at a rate equal to the Stated Interest Rate calculated on the basis of a 360-day year of twelve 30-day months.

“Deferral Period” has the meaning set forth in Section 2.2(b).

“Dividend Threshold Amount” has the meaning set forth in Section 3.1(d).

“DTC” has the meaning set forth in Section 2.1(b).

“Effective Date” means the date on which a Fundamental Change becomes effective.

“exchange property” has the meaning set forth in Section 4.1(a) hereof.

“ex-dividend date” has the meaning set forth in Section 3.2(b).

“Exempt Newco Scheme” means a Newco Scheme where immediately after completion of the relevant scheme of arrangement, the ordinary shares of Newco (or depositary or other receipts or certificates representing such ordinary shares) are admitted to listing and trading on either a national securities exchange registered under Section 6 of the U.S. Securities Exchange Act of 1934 or on the London Stock Exchange.

“expiration date” has the meaning set forth in Section 3.1(e).

“Fixed Conversion Rates” means each of the Maximum Conversion Rate and the Minimum Conversion Rate.

“Fundamental Change” means the occurrence of any of the following events:

(a)           (i) an offer is made to all (or as nearly as may be practicable all) shareholders of the Guarantor (or all (or as nearly as may be practicable all) such shareholders of the Guarantor other than the offeror and/or any parties acting in concert (as defined in Section 440A of the South African Companies Act or Parts B and C of the South African Companies Act, 2008, whichever is then in force) with the offeror), to acquire all or a majority of the issued ordinary share capital of the Guarantor or if any

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Person proposes a scheme with regard to such acquisition (other than an Exempt Newco Scheme) and (such offer or scheme having become or been declared unconditional in all respects) the right to cast more than 50% of the votes which may ordinarily be cast on a poll at a general meeting of the Guarantor’s shareholders has or will become unconditionally vested in the offeror and/or any such parties as aforesaid; provided, however, that a Fundamental Change will not be deemed to have occurred pursuant to this clause (a)(1) if at least 90% of the consideration received by holders of the Guarantor’s ordinary shares in the transaction or transactions under this clause (a)(i) consists of ordinary shares or shares of common stock that are listed on the NYSE, the NASDAQ Global Select Market or the NASDAQ Global Market and as a result of this transaction or transactions, the Bonds become convertible into such consideration; or

(ii)           any Person and/or any parties acting in concert (defined as aforesaid) shall own, acquire or control (or have the right to own, acquire or control) more than 50% of the issued ordinary share capital of the Guarantor or the right to cast more than 50% of the votes which may ordinarily be cast on a poll at a general meeting of shareholders of the Guarantor.

(b)           the Guarantor is involved in a consolidation with or merger into any other Person, or any merger of another Person into the Guarantor, or any other similar transaction or series of related transactions pursuant to which its ordinary shares will be converted into cash, securities or other property or the Guarantor sells, leases or transfers in one transaction or a series of related transactions all or substantially all of the property and assets of the Guarantor and its Subsidiaries; provided, however, that a Fundamental Change will not be deemed to have occurred pursuant to this clause (b) if at least 90% of the consideration received by holders of the Guarantor’s ordinary shares in the transaction or transactions under this clause (b) consists of ordinary shares or shares of common stock that are listed on the NYSE, the NASDAQ Global Select Market or the NASDAQ Global Market and as a result of this transaction or transactions, the Bonds become convertible into such consideration;

(c)           the ordinary shares of the Guarantor (or any other common equity security underlying the securities into which the Bonds become convertible in connection with a reorganization event) or the ADSs of the Guarantor (or any other security into which the Bonds become convertible in connection with a reorganization event) cease to be listed or quoted on the NYSE, the NASDAQ Global Select Market or the NASDAQ Global Market; or

(d)           the shareholders of the Guarantor approve any plan for the liquidation, dissolution or termination of the Guarantor.

“Fundamental Change Conversion” has the meaning set forth in Section 2.6(a).

“Fundamental Change Conversion Notice” has the meaning set forth in Section 2.6(b).

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“Fundamental Change Conversion Period” has the meaning set forth in Section 2.6(a).

“Fundamental Change Conversion Rate” means the conversion rate set forth in the table below for the applicable Effective Date of a Fundamental Change and the applicable ADS Price:

	ADS Price
Effective Date	$20.00	$25.00	$30.00	$35.00	$40.00	$43.50	$50.00	$55.00	$60.00	$65.00	$75.00	$85.00	$100.00	$125.00	$150.00
Sept. 22, 2010	1.02503	1.01256	0.99392	0.97460	0.95722	0.94675	0.93116	0.92225	0.91556	0.91064	0.90462	0.90184	0.90072	0.90174	0.90335
Sept. 15, 2011	1.07552	1.06304	1.04133	1.01642	0.99242	0.97738	0.95442	0.94109	0.93103	0.92363	0.91459	0.91031	0.90815	0.90829	0.90923
Sept. 15, 2012	1.11979	1.11510	1.09804	1.07059	1.03821	1.01571	0.97936	0.95807	0.94252	0.93176	0.92007	0.91558	0.91389	0.91408	0.91457
Sept. 15, 2013	1.14941	1.14941	1.14941	1.14941	1.14941	1.14941	1.00000	0.91952	0.91952	0.91952	0.91952	0.91952	0.91952	0.91952	0.91952

The ADS Prices set forth in the column headers will be adjusted as of any date on which the Fixed Conversion Rates of the Bonds are adjusted.  The adjusted ADS Prices will equal the ADS Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Minimum Conversion Rate immediately prior to the adjustment giving rise to the ADS Price adjustment and the denominator of which is the Minimum Conversion Rate as so adjusted.  Each of the conversion rates in the table will be subject to adjustment in the same manner and at the same time as each Fixed Conversion Rate as set forth in Section 3 hereof.

The exact ADS Price and Effective Date of the Fundamental Change may not be set forth on the table, in which case:

(a)           if the ADS Price is between two ADS Prices on the table or the Effective Date is between two Effective Dates on the table, the Fundamental Change Conversion Rate will be determined by straight-line interpolation between the Fundamental Change Conversion Rates set forth for the higher and lower ADS Prices and the earlier and later Effective Dates, as applicable, based on a 365-day year;

(b)           if the ADS Price is in excess of US$150.00 per share (subject to adjustment in the same manner and at the same time as the ADS Prices in the table above), then the Fundamental Change Conversion Rate will be the Minimum Conversion Rate, subject to adjustment as set forth in Section 3 hereof; and

(c)           if the ADS Price is less than US$20.00 per share (subject to adjustment in the same manner and at the same time as the ADS Prices in the table above), then the Fundamental Change Conversion Rate will be the Maximum Conversion Rate, subject to adjustment as set forth in Section 3 hereof.

“Guarantee” means the unconditional guarantee by the Guarantor of the Bonds pursuant to Article 16 of the Base Indenture, as modified by Section 6.6 of this Supplemental Indenture.

“Guarantor Indebtedness” means all Indebtedness of the Guarantor, except any (i) Indebtedness which is by its terms pari passu with the Bonds; (ii) Indebtedness owed to a Subsidiary or Affiliate of the Guarantor; and (iii) guarantees by the Guarantor in respect of share capital issued by Subsidiaries of the Guarantor.  Guarantor Indebtedness does not include shares

6

of the Guarantor’s capital stock or warrants, options or rights to acquire shares of the Guarantor’s capital stock.

“Guarantor Proceeding” has the meaning set forth in Section 9.2(b).

“Indebtedness” means, with respect to any Person, whether recourse is to all or a portion of the assets of such Person and whether or not contingent, (i) every obligation of such Person for money borrowed; (ii) every obligation of such Person evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or business; (iii) every reimbursement obligation of such Person with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of such Person; (iv) every obligation of such Person issued or assumed as the deferred purchase price of property or services (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business); (v) every capital lease obligation of such Person; (vi) all indebtedness of such Person for claims in respect of derivative products, including without limitation, interest rate and foreign exchange contracts, forward commodity contracts (whether related to mortgages, securities, commodities or otherwise), options and swaps and similar arrangements; (vii) every obligation of the type referred to in clauses (i) through (vi) of another Person for the payment of which such Person has guaranteed or is responsible or liable for, directly or indirectly, as obligor, guarantor or otherwise; and (viii) any renewals, extensions, refundings, amendments or modifications of any of the obligations described in clauses (i) through (vii).

“Initial Price” means US$50.00 divided by the Maximum Conversion Rate, which shall, for purposes of determining which clauses of Section 2.3(b) will apply, be rounded to the nearest 1/10th of one cent (US$43.500).

“Interest Payment Date” has the meaning set forth in Section 2.1 hereof.

“junior securities” has the meaning set forth in Section 9.10.

“Junior Subordinated Payment” has the meaning set forth in Section 9.1(b).

“last reported sale price” has the meaning set forth in Section 4.1(e).

“Maximum Conversion Rate” means 1.14943, subject to adjustment as provided in Section 3.

“Market Disruption Event” means (i) a failure by the primary United States national or regional securities exchange or other market on which the ADSs are listed or admitted to trading to open for trading during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m., New York City time, on any Trading Day for the ADSs for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant securities exchange or otherwise) in the ADSs or in any options, contracts or futures contracts relating to the ADSs.

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“Maturity” or “Maturity Date” means the date on which the principal of the Bonds becomes due and payable as provided herein, whether on the Stated Maturity Date or by declaration of acceleration.

“merger common stock” has the meaning set forth in Section 4.1(d).

“merger valuation percentage” has the meaning set forth in Section 4.1(e).

“merger valuation period” has the meaning set forth in Section 4.1(e).

“Minimum Conversion Rate” means 0.91954, subject to adjustment as provided in Section 3.

“Newco Scheme” means a scheme of arrangement which effects the interposition of a limited liability company (“Newco”) between the shareholders of the Guarantor immediately prior to the scheme of arrangement (the “Existing Shareholders”) and the Guarantor; provided that immediately after completion of the scheme of arrangement the only shareholders of Newco are the Existing Shareholders (or where depositary or other receipts or certificates representing ordinary shares of Newco are issued to the Existing Shareholders, the only holders of such depositary or other receipts or certificates are the Existing Shareholders) and that all Subsidiaries of the Guarantor immediately prior to the scheme of arrangement (other than Newco, if Newco is then a Subsidiary of the Guarantor) are Subsidiaries of the Guarantor (or of Newco) immediately after the scheme of arrangement.

“NYSE” means the New York Stock Exchange, Inc.

“Observation Period” means the twenty consecutive Trading Day period beginning on, and including, the 25th Scheduled Trading Day immediately preceding September 15, 2013.

“open of business” has the meaning set forth in Section 3.2(c).

“Optional Conversion Commencement Date” means the earlier of (i) 90 calendar days following the first original issuance date of the Bonds and (ii) the Approval Date.

“Optional Conversion Date” has the meaning set forth in Section 2.8(c).

“Optional Early Conversion” has the meaning set forth in Section 2.4(a).

“Regular Record Date” with respect to any Interest Payment Date means the March 1, June 1, September 1 or December 1 immediately preceding the applicable Interest Payment Date, respectively.

“reorganization event” has the meaning set forth in Section 4.1(a).

“Reserved Shares” means, upon the Shareholder Conversion Approval, the ordinary shares of the Guarantor reserved for the purposes of satisfying the Guarantor’s or the

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Company’s obligations to deliver ADSs upon the conversion of the Bonds (subject to increase if the Guarantor receives shareholder approval to issue additional ordinary shares for purposes of satisfying the Guarantor’s or the Company’s obligation to deliver ADSs upon conversion of the Bonds and subject to adjustments for stock splits and other corporate events to the extent provided for in the applicable shareholder approval or applicable law).

“Scheduled Trading Day” means a day that is scheduled to be a Trading Day on the primary United States national or regional securities exchange or other market on which the ADSs are listed or admitted for trading.  If the ADSs are not so listed or admitted for trading, Scheduled Trading Day means a Business Day.

“Shareholder Conversion Approval” means the approval by the Guarantor’s shareholders in a general meeting of the issue of ordinary shares underlying the ADSs issuable by the Guarantor or the Company upon an exercise of conversion rights under the Bonds and the placing of a sufficient number of the Guarantor’s ordinary shares under control of the directors of the Guarantor as a specific authority for that purpose.

“spin-off” has the meaning set forth in Section 3.1(c).

“Stated Interest Rate” has the meaning set forth in Section 2.1(b).

“Stated Maturity Date” means September 15, 2013, provided, however, that if a Market Disruption Event occurs during the twenty consecutive Scheduled Trading Day period (such period subject to extension by a number of Scheduled Trading Days during such period, as extended, on which a Market Disruption Event occurs) beginning on, and including, the 25th Scheduled Trading Day immediately preceding September 15, 2013, the Stated Maturity Date shall be postponed by the number of Scheduled Trading Days during such period on which a Market Disruption Event occurred.

“Threshold Appreciation Price” means US$50.00 divided by the Minimum Conversion Rate which shall, for purposes of determining which clauses of Section 2.3(b) will apply, be rounded to the nearest 1/10th of one cent (US$54.375)

“Trading Day” means a day on which (i) there is no Market Disruption Event and (ii) trading in ADSs generally occurs on the NYSE or, if the ADSs are not then listed on the NYSE, on the primary other United States national or regional securities exchange on which the ADSs are then listed or, if the ADSs are not then listed on a United States national or regional securities exchange, on the primary other market on which the ADSs are then listed or admitted for trading.  If the ADSs (or other security for which a Daily VWAP must be determined) are not so listed or admitted for trading, Trading Day means a Business Day.

“Treasury Yield” means the weekly average yield at the time of computation for United States Treasury securities at constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the relevant conversion date (or, if such Statistical Release is no longer published, any publicly available source for similar market data)) most nearly equal to the then-remaining term to September 15, 2013; provided, however, that if the then-remaining term to September 15, 2013 is not equal to the constant maturity of a United States Treasury security

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for which a weekly average yield is given, the Treasury Yield will be obtained by linear interpolation between the next longest and next shortest constant maturities.

“true-up cash amount” has the meaning set forth in Section 5.2(a).

“unit of exchange property” has the meaning set forth in Section 4.1(a).

“valuation period” has the meaning set forth in Section 3.1(c).

2.General Terms And Conditions of The Bonds

2.1Designation.

(a)There is hereby authorized and established a new series of Securities designated the “6.00% Mandatory Convertible Subordinated Bonds due 2013.”  The Bonds will initially be limited to an aggregate principal amount of US$789,086,750 (which amount does not include Bonds authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Bonds pursuant to Sections 304, 305, 306 and 1305 of the Base Indenture).

(b)The principal of the Bonds shall be due and payable as described in Section 2.7 on the Stated Maturity Date.  The Bonds shall be unsecured and shall bear interest at the rate of 6.00% per annum (the “Stated Interest Rate”), from September 22, 2010 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, payable quarterly on March 15, June 15, September 15 and December 15, commencing December 15, 2010, until converted as provided herein, and at Maturity (each, an “Interest Payment Date”).  The Bonds shall be initially issued in the form of a global Bond (“Global Bond”) pursuant to Section 203 of the Base Indenture and the Depositary for the Bonds shall be The Depository Trust Company, New York, New York (“DTC”).

(c)The Bonds shall not be redeemable or terminable prior to their Stated Maturity Date (except that they may be converted at the Company’s option as provided in Section 2.5) and shall not be subject to any sinking fund.

(d)The Bonds shall be mandatorily convertible on the Stated Maturity Date as provided in Section 2.3.

(e)The Bonds shall be issuable in registered form without coupons in a minimum denomination of US$50.00 and integral multiples thereof.

(f)The Company shall not be obligated to pay any additional amount on the Bonds in respect of taxes, except as otherwise provided in 6.2 hereof and in Section 1005 of the Base Indenture.

(g)The form of Bond attached hereto as Exhibit A is hereby adopted as a form of Securities of a series that consists of the Bonds.

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2.2Payments of Interest, Interest Deferral Right.

(a)Payments of Interest.  Each Bond shall be dated the date of its authentication and shall bear interest from the date specified on the face of the form of such Bond attached as Exhibit A hereto.  Interest on the Bonds shall be computed on the basis of a 360-day year comprised of twelve 30-day months.  The Person in whose name any Bond is registered on the Security Register at the close of business on any Regular Record Date with respect to any Interest Payment Date shall be entitled to receive the interest payable on such Interest Payment Date; provided that interest that is deferred pursuant to Sections 2.2(b), 2.2(c) and 2.2(d) hereof shall be payable as provided therein.  The Place of Payment for interest shall be the office of the Company maintained by the Company for such purposes in the Borough of Manhattan, City of New York, which shall initially be the Corporate Trust Office of the Trustee.  The Company shall pay interest (i) on any Bonds in certificated form by check mailed to the address of the Person entitled thereto as it appears in the Bond register (or upon appropriate written application by such Person to the Trustee or other Paying Agent not later than 15 Business Days prior to the Interest Payment Date, by wire transfer in immediately available funds to such Person’s account in New York, if such Person is entitled to interest on an aggregate principal in excess of US$10,000,000) or (ii) on any Global Bond by wire transfer of immediately available funds to the account of DTC or its nominee.  If any Interest Payment Date falls on a day that is not a Business Day, payment of any amount otherwise payable on that date will be made on the first following day that is a Business Day with the same force and effect as if made on the date it would otherwise have been payable.  No additional interest will accrue as a result of such delayed payment.

(b)Interest Deferral Option.  The Company may at its sole discretion elect to defer any interest to be paid on any of the Interest Payment Dates, and may extend any period in which any interest payment has been so deferred (a “Deferral Period”) at any time or from time to time and such deferral shall not constitute a Default or Event of Default with respect to the Bonds, provided that (i) the Company is not then in default in payment of interest at the time deferral is elected, (ii) notice is given as provided in Section 2.2(c) below, (iii) Deferral Periods shall end no later than September 15, 2013, and (iv) any Deferral Period shall end on an Interest Payment Date.  During any Deferral Period, interest shall continue to accrue, and at the end of a Deferral Period the Company shall pay all Deferred Interest then accrued and unpaid, together with interest on the accrued and unpaid interest, to the extent permitted by applicable law, at a rate equal to the Stated Interest Rate calculated on the basis of a 360-day year of twelve 30-day months.  Such payment will be made to such Holders and at such times as non-Deferred Interest on the Bond would be payable on the Interest Payment Date on which the Deferral Period ends.  Upon the termination of any Deferral Period and the payment of all amounts then due, the Company may elect to begin a new Deferral Period, subject to the limitations set forth above.

(c)Interest Deferral Notice.  To initiate or extend a Deferral Period the Company shall give the Trustee and the Holders of Bonds written notice of its election to begin or extend a Deferral Period at least 20 calendar days prior to the Interest Payment Date on which such interest would otherwise be payable, and the notice shall indicate the Interest Payment Date on which the Deferral Period is expected to end.  Subject to the limitations of Section 2.2(b), prior to the termination of any Deferral Period, the Company may elect to extend such deferral period to a later Interest Payment Date of the Bonds.

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(d)Interest Deferral Payment Restrictions.  During any Deferral Period, subject to the exceptions set forth below, none of the Company, the Guarantor, or any Subsidiary of the Guarantor shall declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any of the Company’s or the Guarantor’s capital stock or make any guarantee payment with respect thereto.  In addition, during any such deferral period, none of the Company, the Guarantor or any Subsidiary of the Guarantor shall make any payment of interest, principal or premium on, or repay, purchase or redeem, any debt securities or guarantees issued by the Company or the Guarantor that rank equally with or junior to the Bonds, or the guarantee thereof by the Guarantor, as the case may be, other than pro rata payments of accrued and unpaid interest on the Bonds and any other debt securities or guarantees issued by the Company or the Guarantor, as the case may be, that rank equally with the Bonds or the guarantee thereof, as applicable (except and to the extent the terms of any such debt securities or guarantees would prohibit the Company, the Guarantor or any Subsidiary of the Guarantor from making such pro rata payment or making payment at all thereunder).

The restrictions described above shall not apply to:

(i)any purchase, redemption or other acquisition of shares or capital stock of the Company or the Guarantor in connection with (1) any employment contract, benefit plan, or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors, (2) a dividend reinvestment or shareholder purchase plan, or (3) the issuance of shares or capital stock, or securities convertible into or exercisable for such shares or capital stock, as consideration in an acquisition transaction entered into prior to the applicable Deferral Period;

(ii)any exchange, redemption, or conversion of any class or series of the Guarantor’s share capital, or the capital stock of a Subsidiary of the Guarantor, for any other class or series of the Guarantor’s share capital, or of any class or series of indebtedness of the Guarantor or any Subsidiary of the Guarantor for any class or series of the Guarantor’s share capital;

(iii)any purchase of fractional interests in shares of the Guarantor’s share capital pursuant to the conversion or exchange provisions of such share capital or the securities being converted or exchanged;

(iv)any declaration of a dividend in connection with any shareholder rights plan, or the issuance of rights, shares or other property under any shareholder rights plan, or the redemption or purchase of rights pursuant thereto;

(v)any dividend in the form of shares, warrants, options or other rights where the dividend or shares issuable upon exercise of such warrants, options or other rights is the same shares as that on which the dividend is being paid or ranks equally with or junior to such shares; and

(vi)any intra-group payments, by way of dividends or otherwise, made by the Guarantor’s Subsidiaries to the Guarantor or the Guarantor to one of its Subsidiaries.

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2.3Mandatory Conversion.

(a)Each Bond shall automatically convert (unless previously converted at the option of the Holder in accordance with Section 2.4 hereof, at the option of the Company in accordance with Section 2.5 hereof, upon the occurrence of a Fundamental Change in accordance with Section 2.6 hereof, or upon the acceleration of the maturity of the Bonds in accordance with Section 7.2 hereof) on the Stated Maturity Date into a number of ADSs determined as provided in Section 2.3(b), subject to automatic cash settlement pursuant to Section 5.1 hereof and cash true-up pursuant to Section 5.2 hereof.  In addition to the ADSs issuable upon conversion of each Bond on the Stated Maturity Date, Holders of Bonds will have the right to receive on the Stated Maturity Date an amount in cash equal to all accrued and unpaid interest on the Bonds (including Deferred Interest) to, but excluding, September 15, 2013.

(b)The number of ADSs into which a Bond shall convert on the Stated Maturity Date shall be the sum of the Daily Conversion Amounts determined for each Trading Day of the Observation Period as follows:

(i)if the Daily VWAP of the ADSs on such Trading Day is equal to or greater than the Threshold Appreciation Price, then the Daily Conversion Amount per Bond shall be equal to 1/20th of the Minimum Conversion Rate;

(ii)if the Daily VWAP of the ADSs on such Trading Day is less than the Threshold Appreciation Price but greater than the Initial Price, then the Daily Conversion Amount per Bond shall be equal to US$2.50 divided by the Daily VWAP of the ADSs on such Trading Day; and

(iii)if the Daily VWAP of the ADSs on such Trading Day is less than or equal to the Initial Price, then the Daily Conversion Amount per Bond shall be equal to 1/20th of the Maximum Conversion Rate.

All such calculations shall be made to the nearest 1/100,000th of an ADS or, if there is not a nearest 1/100,000th of an ADS, to the next higher 1/100,000th of an ADS.

2.4Early Conversion at the Option of the Holder.

(a)Holders of the Bonds shall have the right to convert their Bonds, in whole or in part, at any time from the Optional Conversion Commencement Date until the 25th Scheduled Trading Day immediately preceding September 15, 2013 at the Minimum Conversion Rate (“Optional Early Conversion”), subject to adjustment as described under Section 3 hereof and to the automatic cash settlement provisions set forth in Section 5.1 hereof and the cash true-up provisions set forth in Section 5.2 hereof.

(b)Upon Optional Early Conversion, a Holder will not receive any separate cash payment for accrued and unpaid interest, except as set forth below.  In addition to the number of ADSs issuable upon conversion, a Holder who elects to convert Bonds early pursuant to Section 2.4(a) shall have the right to receive an amount equal to any Deferred Interest to, but excluding, the Interest Payment Date preceding the date of conversion.  The Company’s settlement of its obligation to convert the Bonds into ADSs upon Optional Early Conversion in

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accordance with this Section 2.4 shall be deemed to satisfy its obligation to pay the principal amount of the Bonds that are converted and accrued and unpaid interest, if any, from the Interest Payment Date preceding the date of conversion in respect of such Bonds.  As a result, accrued and unpaid interest from the Interest Payment Date preceding the date of conversion to, but excluding, the date of conversion shall be deemed to be paid in full rather than canceled, extinguished or forfeited.

Notwithstanding the preceding sentence, if Bonds are converted pursuant to Section 2.4(a) after the close of business on a Regular Record Date but prior to the open of business on the corresponding Interest Payment Date, Holders of such Bonds as of the close of business on such Regular Record Date will receive payment of interest (including Deferred Interest, to the extent such Interest Payment Date is also the end of a Deferral Period) accrued to, but excluding, such Interest Payment Date.  Bonds surrendered for Optional Early Conversion during the period from the close of business on a Regular Record Date to the open of business on the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest (including Deferred Interest, if applicable) payable on the converted Bonds on such Interest Payment Date.

Except as provided above, no payment or adjustment will be made for accrued but unpaid interest from the Interest Payment Date preceding the date of conversion to, but excluding, the date of conversion on Bonds that are the subject of an Optional Early Conversion.

2.5Early Conversion at the Company’s Option.

(a)The Company shall have the right to convert the Bonds at its option, in whole but not in part, at any time after the Approval Date and on or before the 25th Scheduled Trading Day immediately preceding September 15, 2013 upon not less than 20 Scheduled Trading Days’ nor more than 30 Scheduled Trading Days’ prior written notice (the “Mandatory Early Conversion Notice”) to the Holders of the Bonds (“Mandatory Early Conversion”).

(b)On the conversion date (the “Mandatory Early Conversion Date”) specified in the Mandatory Early Conversion Notice, a Holder of Bonds shall receive (i) a number of ADSs per Bond equal to the Maximum Conversion Rate, subject to the cash true-up provisions set forth in Section 5.2 hereof; (ii) an amount payable in cash equal to any accrued and unpaid interest (including Deferred Interest) on the Bonds to, but excluding, the Mandatory Early Conversion Date; and (iii) an amount payable in cash equal to the present value of all remaining interest payments on the Bonds, including the interest payment due on September 15, 2013 (but excluding any accrued and unpaid interest to the Mandatory Early Conversion Date), computed using a discount rate equal to the Treasury Yield plus 50 basis points.

2.6Conversion Upon Fundamental Change.

(a)If a Fundamental Change occurs at any time after the initial issuance of the Bonds up to, and including, the 25th Scheduled Trading Day immediately preceding September 15, 2013, then, regardless whether Shareholder Conversion Approval has been obtained, but subject to the automatic cash settlement provisions set forth in Section 5.1 hereof and the cash true-up provisions set forth in Section 5.2 hereof, Holders of the Bonds shall be

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permitted to convert their Bonds, in whole or in part (“Fundamental Change Conversion”), at any time during the period beginning on, and including, the Effective Date of such Fundamental Change and ending on, but excluding, the earlier of (i) September 15, 2013 and (ii) the date that is 20 Business Days after the Effective Date of such Fundamental Change (the “Fundamental Change Conversion Period”) at the Fundamental Change Conversion Rate, plus an amount payable in cash equal to accrued and unpaid interest (including Deferred Interest) to, but excluding, the date of such conversion, plus an amount payable in cash equal to the present value of all remaining interest payments on the Bonds, including the interest payment due on September 15, 2013 (but excluding any accrued and unpaid interest to the date of conversion), computed using a discount rate equal to the Treasury Yield plus 50 basis points.

(b)At such time as the Company is reasonably able to anticipate the Effective Date of the Fundamental Change (such date, as set forth in such notice, the “Anticipated Effective Date”), the Company shall send a written notice (the “Fundamental Change Conversion Notice”) to the Trustee and the Holders of the Bonds, of the Anticipated Effective Date and the corresponding Fundamental Change Conversion Period.  To the extent practicable, the Company will provide the Fundamental Change Conversion Notice at least 20 days prior to the Anticipated Effective Date, but in any event will provide such notice not later than two Business Days following the Company’s becoming aware of the occurrence of a Fundamental Change.

2.7Conversion Procedures for Mandatory Conversion.

The Holder or Holders entitled to receive the ADSs issuable upon mandatory conversion on the Stated Maturity Date in accordance with Section 2.3, upon conversion at the Company’s option in accordance with Section 2.5, or upon acceleration of the Bonds in accordance with Section 7.2, shall be treated for all purposes as the record holder(s) of such ADSs as of 5:00 p.m., New York City time, on the last Trading Day of the Observation Period, in the case of conversion pursuant to Section 2.3, the Mandatory Early Conversion Date, in the case of conversion pursuant to Section 2.5, or the date of acceleration, in the case of conversion pursuant to Section 7.2.  Prior to such time, the ADSs issuable upon conversion of the Bonds (and the ordinary shares underlying such ADSs) shall not be deemed outstanding for any purpose, and Holders shall have no rights with respect to the ADSs or underlying ordinary shares (including voting rights, rights to respond to tender offers and rights to receive dividends or other distributions) by virtue of holding Bonds.  The ADSs shall be delivered as promptly as practicable after the last Trading Day of the Observation Period, the Mandatory Early Conversion Date or the date of acceleration, as applicable.

2.8Conversion Procedures for Optional Conversion.

(a)If a holder who holds a beneficial interest in a Global Bond elects to convert its Bonds prior to the Stated Maturity Date in accordance with Section 2.4 or Section 2.6, such holder must observe the following conversion procedures to convert the Bonds:

(i)deliver to DTC the appropriate instruction form for conversion pursuant to DTC’s conversion program;

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(ii)if required, pay all taxes or duties, if any, pursuant to Section 6.3; and

(iii)if Optional Early Conversion is being effected after the close of business on a Regular Record Date but prior to the open of business on the related Interest Payment Date, include a cash or check in the amount equal to the interest (including Deferred Interest) required to be paid pursuant to Section 2.4(b).

(b)If a Holder who holds Bonds in certificated form elects to convert its Bonds prior to the Stated Maturity Date in accordance with Section 2.4 or Section 2.6, such Holder must observe the following conversion procedures to convert the Bonds:

(i)complete and manually sign an “Optional Early Conversion Notice” substantially in the form of Exhibit B hereto;

(ii)deliver the completed “Optional Early Conversion Notice” and the certificated Bonds to the Conversion Agent;

(iii)if required, furnish appropriate endorsements and transfer documents; and

(iv)if required, pay all transfer or similar taxes or duties, if any, pursuant to Section 6.3; and

(v)if Optional Early Conversion is being effected after the close of business on a Regular Record Date but prior to the open of business on the related Interest Payment Date, include a check in the amount equal to the interest (including Deferred Interest) required to be paid pursuant to Section 2.4(b).

(c)The conversion will be effective on the date on which a Holder has satisfied all of the foregoing requirements (the “Optional Conversion Date”).

(d)The Holder or Holders entitled to receive the ADSs issuable upon Optional Early Conversion or in connection with a Fundamental Change Conversion shall be treated for all purposes as the record holder(s) of such ADSs as of 5:00 p.m., New York City time, on the Optional Conversion Date.  Prior to such Optional Conversion Date, ADSs issuable upon conversion of any Bonds (and ordinary shares underlying such ADSs) shall not be deemed outstanding for any purpose, and Holders shall have no rights with respect to the ADSs or underlying ordinary shares (including voting rights, rights to respond to tender offers and rights to receive dividends or other distributions) by virtue of holding Bonds.  The ADSs shall be delivered as promptly as practicable after the Optional Conversion Date.

2.9No Fractional ADSs.

If more than one Bond shall be surrendered for conversion at one time by the same Holder, the number of full ADSs which shall be delivered upon such conversion, in whole or in part, as the case may be, shall be computed on the basis of the aggregate number of Bonds surrendered.  No fractional ADSs shall be issued or delivered upon any conversion of any Bonds.  In lieu of any fractional ADSs which, but for the immediately preceding sentence, would

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otherwise be deliverable upon such conversion, the Holder shall be entitled to receive an amount of cash (computed to the nearest cent) equal to the same fraction of:

(a)in the case of a Fundamental Change Conversion, the ADS Price,

(b)in the case of mandatory conversion on the Stated Maturity Date, the Daily VWAP of an ADS on the last Trading Day of the Observation Period; or

(c)in the case of any other conversion, the average of the Daily VWAP of an ADS on each of the five consecutive Trading Days ending on, and including, the Trading Day immediately preceding the date of conversion.

The Company shall, upon such conversion of any Bonds, provide cash to any applicable Paying Agent in an amount equal to the cash payable with respect to any fractional ADSs deliverable upon such conversion, and the Company shall retain such fractional ADSs or other securities.

3.Conversion Rate Adjustments

3.1Conversion Rate Adjustments.

Each Fixed Conversion Rate shall be adjusted as provided below, except that no adjustment shall be made to the Fixed Conversion Rates if Holders of the Bonds participate, as a result of holding the Bonds, in any of the transactions described in Section 3.1(a) (but only with respect to an issue by the Guarantor of ordinary shares either as a dividend or as a distribution on its ordinary shares), Section 3.1(b), Section 3.1(c) and Section 3.1(d) below at the same time as holders of ordinary shares of the Guarantor without having to convert their Bonds as if they held a number of ADSs equal to the Maximum Conversion Rate in effect prior to the relevant ex-dividend date or effective date:

(a)If the Guarantor issues ordinary shares as a dividend or distribution on its ordinary shares, or if the Guarantor effects a share split or share combination, each Fixed Conversion Rate will be adjusted based on the following formula:

where,

CR0 =the Fixed Conversion Rate in effect immediately prior to the open of business on the ex-dividend date of such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or combination, as applicable;

CR1 =the Fixed Conversion Rate in effect immediately after the open of business on such ex-dividend date or effective date;

OS0 =the number of the Guarantor’s ordinary shares outstanding immediately prior to the open of business on such ex-dividend date or such effective date;

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OS1 =the number of the Guarantor’s ordinary shares outstanding immediately after giving effect to such dividend, distribution, share split or share combination;

ADS0 =the number of ordinary shares of the Guarantor represented by an ADS immediately prior to the open of business on the ex-dividend date of such dividend or distribution, or immediately prior to the open of business on the effective date of such share split or combination, as applicable; and

ADS1 =the number of ordinary shares of the Guarantor represented by an ADS immediately after giving effect to such dividend, distribution, share split or share combination.

Any adjustment made under this Section 3.1(a) shall become effective immediately after the open of business on the ex-dividend date for such dividend or distribution, or immediately after the open of business on the effective date for such share split or share combination, as applicable.  If any dividend or distribution of the type described in this Section 3.1(a) is declared but not so paid or made, each Fixed Conversion Rate shall be immediately readjusted, effective as of the date the Guarantor’s Board of Directors determines not to pay such dividend or distribution, to the applicable Fixed Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

(b)If the Guarantor issues to all or substantially all holders of its ordinary shares any rights, options or warrants entitling them for a period of not more than 60 calendar days after the announcement date of such issuance to subscribe for or purchase ordinary shares of the Guarantor at a price per share less than the current market price of the Guarantor’s ordinary shares on the date of the first public announcement of the terms of such issuance, each Fixed Conversion Rate will be increased based on the following formula:

where,

CR0 =the Fixed Conversion Rate in effect immediately prior to the open of business on the ex-dividend date for such issuance;

CR1 =the Fixed Conversion Rate in effect immediately after the open of business on such ex-dividend date;

OS0 =the number of the Guarantor’s ordinary shares outstanding immediately prior to the open of business on such ex-dividend date;

X =the total number of the Guarantor’s ordinary shares issuable pursuant to such rights, options or warrants; and

Y =the number of the Guarantor’s ordinary shares equal to the aggregate price payable to exercise such rights, options or warrants divided by the current market

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price of the Guarantor’s ordinary shares on the date of the first public announcement of the terms of issuance of such rights, options or warrants.

Any increase made under this Section 3.1(b) will be made successively whenever such rights, options or warrants are issued and shall become effective immediately after the open of business on the ex-dividend date for such issuance.  To the extent that the Guarantor’s ordinary shares are not delivered after the expiration of such rights, options or warrants, each Fixed Conversion Rate shall be decreased to the applicable Fixed Conversion Rate that would then be in effect had the increase with respect to such rights, options or warrants been made on the basis of delivery of only the number of the Guarantor’s ordinary shares actually delivered.  If such rights, options or warrants are not so issued, each Fixed Conversion Rate shall be decreased to the applicable Fixed Conversion Rate that would then be in effect if such ex-dividend date for such issuance had not occurred.

In determining whether any rights options or warrants entitle the holders to subscribe for or purchase the Guarantor’s ordinary shares at less than the current market price of the Guarantor’s ordinary shares on the date of the first public announcement of the terms of such issuance, and in determining the aggregate offering price of such ordinary shares, there shall be taken into account any consideration received by the Guarantor for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Guarantor’s Board of Directors.

(c)If the Guarantor distributes shares in its share capital, evidences of its indebtedness, other assets or property of the Guarantor or rights or warrants to acquire the Guarantor’s shares in its share capital or other securities to all or substantially all holders of its ordinary shares, excluding (i) dividends or distributions and rights, options or warrants as to which an adjustment was effected pursuant to Section 3.1(a) or 3.1(b) above; (ii) dividends or distributions paid exclusively in cash as to which an adjustment was effected pursuant to Section 3.1(d) below; and (iii) spin-offs to which the provisions set forth below in this Section 3.1(c) shall apply; then each Fixed Conversion Rate will be increased based on the following formula:

where,

CR0 =the Fixed Conversion Rate in effect immediately prior to the open of business on the ex-dividend date for such distribution;

CR1 =the Fixed Conversion Rate in effect immediately after the open of business on such ex-dividend date;

SP0 =the current market price of the Guarantor’s ordinary shares on the ex-dividend date for such distribution; and

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FMV =the fair market value (as determined by the Guarantor’s Board of Directors) of the shares of capital stock, evidences of indebtedness, assets, property, rights, options or warrants distributed with respect to each outstanding ordinary share of the Guarantor on the ex-dividend date for such distribution.

If the then fair market value of the portion of the shares in the Guarantor’s share capital, evidences of indebtedness or other assets or property so distributed applicable to one ordinary share is equal to or greater than the current market price of the Guarantor’s ordinary shares on the ex-dividend date for such distribution, in lieu of the foregoing adjustment, each Holder of a Bond shall receive, at the same time and upon the same terms as holders of the Guarantor’s ordinary shares, the amount and kind of securities and assets such Holder would have received as if such Holder owned a number of ordinary shares underlying a number of ADSs equal to the Maximum Conversion Rate in effect on the record date for the distribution of the securities or assets.

Any increase made under the portion of this Section 3.1(c) above will become effective immediately after the open of business on the ex-dividend date for such distribution.  If such distribution is not so paid or made, each Fixed Conversion Rate shall be decreased to the applicable Fixed Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

With respect to an adjustment pursuant to this Section 3.1(c) where there has been a payment of a dividend or other distribution on the Guarantor’s ordinary shares of shares in its share capital of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the Guarantor and such dividend or distribution is listed for trading on a United States national securities exchange (a “spin-off”), then each Fixed Conversion Rate will be increased based on the following formula:

where,

CR0 =the Fixed Conversion Rate in effect immediately prior to the end of the valuation period (as defined below);

CR1 =the Fixed Conversion Rate in effect immediately after the end of the valuation period;

FMV0 =the average of the Daily VWAP of the share capital or similar equity interest distributed to holders of the Guarantor’s ordinary shares applicable to one ordinary share over the first 10 consecutive Trading Day period after, and including, the ex-dividend date of the spin-off (the “valuation period”); and

MP0 =the average of the Daily VWAP of the Guarantor’s ADSs (divided by the number of ordinary shares represented by an ADS) over the valuation period.

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The adjustment to each Fixed Conversion Rate under the preceding paragraph will occur as of the close of business on the last Trading Day of the valuation period; provided that in respect of any conversion during the valuation period, references above to 10 Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed between the ex-dividend date for such spin-off and the date of conversion in determining the applicable Fixed Conversion Rate.

(d)           If the Guarantor pays any cash dividend or distribution made to all or substantially all holders of its ordinary shares during any annual period commencing on September 15 that, when added to all other cash dividends or distributions to holders of ordinary shares made in such annual period, exceeds the Dividend Threshold Amount (as defined below), each Fixed Conversion Rate will be increased based on the following formula:

where,

CR0 =the Fixed Conversion Rate in effect immediately prior to the open of business on the ex-dividend date for such dividend or distribution;

CR1 =the Fixed Conversion Rate in effect immediately after the open of business on the ex-dividend date for such dividend or distribution;

SP0 =the current market price of the Guarantor’s ordinary shares on the ex-dividend date for such dividend or distribution;

C =the aggregate amount of cash per share the Guarantor distributes to holders of its ordinary shares in the relevant annual period; provided that after the first adjustment made pursuant to this Section 3.1(d) in a particular annual period specified in the table below, the value of “C” for each subsequent adjustment pursuant to this Section 3.1(d) in the same annual period shall be the amount of the cash dividend or distribution causing such subsequent adjustment; and

T =the Dividend Threshold Amount; provided that after the first adjustment made pursuant to this Section 3.1(d) in a particular annual period specified in the table below, the value of “T” for each subsequent adjustment pursuant to this Section 3.1(d) in the same annual period shall be zero.

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“Dividend Threshold Amount” means the amount specified in the table below for each annual period commencing September 15 of the specified calendar year:

Annual Period Commencing September 15,	Dividend Threshold Amount (US$)
2010	0.23
2011	0.26
2012	0.29

The Dividend Threshold Amounts in the table above are subject to adjustment in a manner inversely proportional to adjustments to each of the Fixed Conversion Rates; provided that no adjustment will be made to the Dividend Threshold Amounts for any adjustment to the Fixed Conversion Rates under this Section 3.1(d).

If the amount of cash per share the Guarantor distributes to holders of its ordinary shares in the relevant annual period is equal to or greater than the current market price of the Guarantor’s ordinary shares on the ex-dividend date for such distribution, in lieu of the foregoing adjustment, each Holder of a Bond shall receive, at the same time and upon the same terms as holders of the Guarantor’s ordinary shares, the amount of cash such Holder would have received as if such Holder owned a number of ordinary shares underlying a number of ADSs equal to the Maximum Conversion Rate in effect on the record date for the relevant dividend or distribution.

Any increase made under this Section 3.1(d) shall become effective immediately after the open of business on the ex-dividend date for such dividend or distribution.  If such dividend or distribution is not so paid, each Fixed Conversion Rate shall be decreased, effective as of the date the Guarantor’s Board of Directors determines not to make or pay such dividend or distribution, to the applicable Fixed Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

(e)           If the Guarantor or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for the Guarantor’s ordinary shares or ADSs and if and solely to the extent the cash and value of any other consideration included in the payment per share of the Guarantor’s ordinary shares or ADSs (divided, in the case of ADSs, by the number of the Guarantor’s ordinary shares represented by an ADS) exceeds the average of the daily VWAP of the Guarantor’s ADSs (divided, if applicable, by the number of Guarantor’s ordinary shares represented by an ADS) over the first consecutive 10 Trading Day period after, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration date”), each Fixed Conversion Rate will be increased based on the following formula:

where,

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CR0 =the Fixed Conversion Rate in effect immediately prior to the close of business on the 10th consecutive Trading Day immediately following, and including, the Trading Day next succeeding the expiration date;

CR1 =the Fixed Conversion Rate in effect immediately after the close of business on the 10th consecutive Trading Day immediately following, and including, the Trading Day next succeeding the expiration date;

AC =the aggregate value of all cash and any other consideration (as determined by the Guarantor’s Board of Directors) paid or payable for ordinary shares or ADSs purchased in such tender or exchange offer;

OS0 =the number of the Guarantor’s ordinary shares outstanding immediately prior to the expiration date;

OS1 =the number of the Guarantor’s ordinary shares outstanding immediately after the expiration date (after giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); and

SP1 =the average of the Daily VWAP of the Guarantor’s ADSs (divided by the number of ordinary shares represented by an ADS) over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the expiration date.

The adjustment to each Fixed Conversion Rate under the preceding paragraph will occur at the close of business on the 10th Trading Day immediately following, and including, the Trading Day next succeeding the expiration date; provided that in respect of any conversion within 10 Trading Days immediately following, and including, the expiration date, references to 10 Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed between the expiration date and date of such conversion in determining the applicable Fixed Conversion Rate.

3.2Certain Terms.

(a)           As used in this Supplemental Indenture, “current market price” of an ordinary share of the Guarantor on any date means the average of the Daily VWAP of an ADS (divided by the number of ordinary shares represented by and ADS on the relevant Trading Day) for each of the five consecutive Trading Days ending on, and including, the Trading Day immediately preceding such date.

(b)           As used in this Supplemental Indenture, “ex-dividend date” means the first date on which the ADSs trade on the applicable exchange or in the applicable market regular way without the right to receive the issuance, dividend or distribution in question from the Guarantor or, if applicable, from the seller of the ADSs on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.

(c)           As used in this Supplemental Indenture, “open of business” or “close of business” mean the open or close of business in The City of New York.

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3.3Application of Adjustments.

(a)           Whenever any provision of the Indenture requires the Company to calculate the current market price, the Daily VWAPs of the Guarantor’s ordinary shares or ADSs or the applicable Fixed Conversion Rate over a span of multiple days (including, but not limited to, the Daily Conversion Amounts for determining the number of ADSs due upon mandatory conversion on the Stated Maturity Date and the ADS Price for purposes of a Fundamental Change), the Guarantor’s Board of Directors will make appropriate adjustments to account for any adjustment to the Fixed Conversion Rates that becomes effective, or any event requiring an adjustment to the Fixed Conversion Rates where the ex-dividend date of the event occurs, at any time during the period when the current market price, the Daily VWAPs or the applicable Fixed Conversion Rate are to be calculated.

(b)           In the event of: (i) any subdivision or split of the outstanding ADSs, (ii) any distribution of additional ADSs to holders of ADSs, and (iii) any combination of the outstanding ADSs into a smaller number of ADSs, the Company will adjust the Fixed Conversion Rates of the Bonds in effect immediately before the event triggering the adjustment so that the Holders of Bonds will be entitled to receive, upon conversion, the number of ADSs that they would have owned or been entitled to receive immediately following this event had the Bonds been exchanged for the corresponding ADS immediately before this event or any record date with respect to it.

(c)           If the Guarantor’s ordinary shares cease to be represented by American Depositary Receipts issued under a depositary receipt program sponsored by the Guarantor, or the ADSs cease to be listed on the NYSE (and are not at that time listed on another United States national securities exchange), all references in this Supplemental Indenture to the ADSs will be deemed to have been replaced by a reference to the number of the Guarantor’s ordinary shares represented by the ADSs on the last day on which the ADSs were traded on the NYSE (or another United States national securities exchange), as adjusted, pursuant to the adjustment provisions in this Section 3, for any other property the ADSs represented as if the other property had been distributed to holders of the ADSs on that day.

(d)           The Company may make such increases in each Fixed Conversion Rate as the Company deems advisable in order to avoid or diminish any income tax to holders of the Guarantor’s ordinary shares resulting from any dividend or distribution of the Guarantor’s ordinary shares (or issuance of rights or warrants to acquire the Guarantor’s ordinary shares) or from any event treated as such for tax purposes or for any other reason.

(e)           Adjustments to the Fixed Conversion Rates will be calculated to the nearest 1/100,000th of an ADS.  Prior to the earlier of the Maturity Date and the date of a Fundamental Change, no adjustment in the Fixed Conversion Rates will be required unless the adjustment would require an increase or decrease of at least one percent in a Fixed Conversion Rate.  If any adjustment is not required to be made because it would not change a Fixed Conversion Rate by at least one percent, then the adjustment will be carried forward and taken into account in any subsequent adjustment; provided, however, that on the earliest of the 25th Scheduled Trading Day immediately preceding September 15, 2013, the date of a Fundamental Change, or the date of any early conversion (whether at the Company’s option in accordance

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with Section 2.5, at the Holder’s option in accordance with Section 2.4 or upon an acceleration in connection with an event of default as provided in Section 7.2), adjustments to the Fixed Conversion Rates will be made with respect to any such adjustment carried forward and which has not been taken into account before such date.

(f)            The Fixed Conversion Rates will not be adjusted:  (i) upon the issuance of any ordinary shares of the Guarantor pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Guarantor’s securities and the investment of additional optional amounts in ordinary shares of the Guarantor under any plan; (ii) upon the issuance of any ordinary shares of the Guarantor or rights, options or warrants to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Guarantor or any of its Subsidiaries; (iii) upon the issuance of any ordinary shares of the Guarantor pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the date the Bonds were first issued; (iv) upon the issuance, offering, exercise, allocation, appropriation, modification or grant of any ordinary shares or other securities to, or for the benefit of, (A) employees, former employees or directors (including directors holding or formerly holding executive office or the personal service company of any such person) or their spouses or relatives, in each case, of the Guarantor or any of its Subsidiaries or associated companies of any such person or to or for the benefit of, any trustee or trustees for the benefit of any such person, in any such case pursuant to any employees’ share or option scheme or (B) any other person in connection with the Bokamoso ESOP Trust employee share option scheme, the empowerment transaction entered into with Izingwe Holdings (Proprietary) Limited and any other black economic empowerment transaction entered into by the Guarantor; (v) for a change solely in the par value of the Guarantor’s ordinary shares; or (vi) for accrued and unpaid interest, if any;

(g)           If an adjustment is made to the Fixed Conversion Rates, an inversely proportional adjustment also will be made to the Threshold Appreciation Price and the Initial Price, solely for the purpose of determining which clauses of Section 2.3(b) will apply in determining the Daily Conversion Amount on each Trading Day during the Observation Period.  Any such adjustment will be rounded to the nearest 1/10th of one cent.

(h)           The Company will have the power to correct any error in the adjustments set forth in this Section 3, and, absent manifest error, the Company’s action in so doing, as evidenced by a resolution of the Company’s Board of Directors or authorized committee thereof, will be final and conclusive.

3.4Notice of Adjustment.

Whenever the Fixed Conversion Rates (and, with respect to any Fundamental Change Conversion, the ADS Prices set forth in the table included in the definition of Fundamental Change Conversion Rate) are to be adjusted, the Company shall:  (i) compute such adjusted Fixed Conversion Rates and ADS Prices set forth in the table included in the definition of Fundamental Change Conversion Rate, and prepare and transmit to the Trustee an Officer’s Certificate setting forth such adjusted Fixed Conversion Rates and ADS Prices, as applicable, the method of calculation thereof in reasonable detail and the facts requiring such adjustment and upon which such adjustment is based; (ii) as soon as practicable following the occurrence of an

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event that requires an adjustment to a Fixed Conversion Rates and the ADS Prices (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide, or cause to be provided, a written notice to the Holders of the Bonds of the occurrence of such event; and (iii) as soon as practicable following the determination of a revised Fixed Conversion Rates and ADS Prices, provide, or cause to be provided, to the Holders of the Bonds a statement setting forth in reasonable detail the method by which the adjustment to such Fixed Conversion Rates and the ADS Prices, as applicable, was determined and setting forth such revised Fixed Conversion Rates and ADS Prices, as applicable.

4.Conversion After Reorganization Event

4.1Reorganization Events.

(a)           In the event of:

(i)            any recapitalization, reclassification or change of the Guarantor’s ordinary shares (other than changes only in par value, conversion of the Guarantor’s ordinary shares of par value into ordinary shares of no par value or resulting from a subdivision or combination), including any Exempt Newco Scheme;

(ii)           any consolidation or merger of the Guarantor with or into another Person;

(iii)          any sale, transfer, lease or conveyance to another Person of all or substantially all the property and assets of the Guarantor and its Subsidiaries; or

(iv)          any statutory exchange of the Guarantor’s securities with another Person (other than in connection with a merger or acquisition), any reclassification or any binding share exchange which reclassifies or changes the Guarantor’s outstanding ordinary shares;

in each case, as a result of which the Guarantor’s ordinary shares are exchanged for, or converted into, other securities, property or assets (including cash or any combination thereof) (any such event, a “reorganization event”), then, at and after the effective time of such reorganization event, each Bond outstanding immediately prior to such reorganization event will, without the consent of the Holders of the Bonds, become convertible into the kind and amount of such other securities, property or assets (including cash or any combination thereof) that holders of the ADSs received in such reorganization event (the “exchange property”); provided that if the kind and amount of exchange property receivable upon such reorganization event is not the same for each ordinary share held immediately prior to such reorganization event by a Person, then the exchange property receivable upon such reorganization event will be deemed to be the weighted average of the types and amounts of consideration received by the holders of ADSs that affirmatively make an election (or of all such holders if none makes an election).  If a date of conversion follows a reorganization event, the applicable Fixed Conversion Rate then in effect will be applied to the amount of such exchange property received per ordinary share (multiplied by the number of ordinary shares of the Guarantor represented by an ADS) in the reorganization event (a “unit of exchange property”), as determined in accordance with this section.  For the purpose of determining which clauses of Section 2.3(b) will apply on each Trading Day during the Observation Period and for the purpose of calculating the Daily Settlement Amount if

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Section 2.3(b)(ii) is applicable, the value of a unit of exchange property will be determined in good faith by the Board of Directors of the Guarantor, except that if a unit of exchange property includes ordinary shares or shares of common stock that are traded (including as ADSs) on a U.S. national securities exchange, the value of such ordinary shares or common stock will be the Daily VWAP of such security on the relevant Trading Day.

(b)           Section 4.1(a) above shall similarly apply to successive reorganization events and the provisions of Section 3 shall apply to any shares of capital stock of the Guarantor (or any successor) received by the holders of the Guarantor’s ordinary shares in any such reorganization event.

(c)           The Guarantor (or any successor of the Guarantor) shall, as soon as reasonably practicable (but in any event within 10 days) after the occurrence of any reorganization event, provide written notice to the Holders of Bonds of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitute the exchange property.  Failure to deliver such notice shall not affect the operation of this Section 4.1.

(d)           In connection with any reorganization event, the Dividend Threshold Amount shall be subject to adjustment as described in clause (i), clause (ii) or clause (iii) below, as the case may be.

(i)            In the case of a reorganization event in which the exchange property (determined, as appropriate, pursuant to the proviso of subsection (a) above and excluding any dissenters’ appraisal rights) is composed entirely of shares of common stock (the “merger common stock”), the Dividend Threshold Amount at and after the effective time of such reorganization event shall be equal to (x) the Dividend Threshold Amount immediately prior to the effective time of such reorganization event, divided by (y) the number of shares of merger common stock that a holder of one unit of Guarantor’s ordinary shares or ADS (divided, in the case of ADSs, by the number of Guarantor’s ordinary shares represented by an ADS) would receive in such reorganization event (such quotient rounded down to nearest cent).

(ii)           In the case of a reorganization event in which the exchange property (determined, as appropriate, pursuant to the proviso of subsection (a) above and excluding any dissenters’ appraisal rights) is composed in part of shares of merger common stock, the Dividend Threshold Amount at and after the effective time of such reorganization event shall be equal to (x) the Dividend Threshold Amount immediately prior to the effective time of such reorganization event, multiplied by (y) the merger valuation percentage for such reorganization event (such quotient rounded down to nearest cent).

(iii)          For the avoidance of doubt, in the case of a reorganization event in which the exchange property (determined, as appropriate, pursuant to the proviso of subsection (a) above and excluding any dissenters’ appraisal rights) is composed entirely of consideration other than shares of common stock, the Dividend Threshold Amount at and after the effective time of such reorganization event shall be equal to zero.

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(e)           For purposes of subsection (d) of this Section 4.1, the following terms shall have the following meanings:

(i)            The “last reported sale price” of the merger common stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the principal U.S. securities exchange on which the merger common stock is traded.  If the merger common stock is not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “last reported sale price” shall be the last quoted bid price for the merger common stock in the over-the-counter market on the relevant date as reported by Pink OTC Markets Inc.  or a similar organization.  If the merger common stock is not so quoted, the “last reported sale price” shall be the average of the mid-point of the last bid and ask prices for the merger common stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company or the Guarantor for this purpose.

(ii)           The “merger valuation percentage” for any reorganization event shall be equal to (x) the arithmetic average of the last reported sale prices of one share of such merger common stock over the relevant merger valuation period, divided by (y) the arithmetic average of the last reported sale prices of one unit of Guarantor’s ordinary shares or ADSs (divided, in the case of ADSs, by the number of Guarantor’s ordinary shares represented by an ADS and determined as if references to “merger common stock” in the definition of “last reported sale price” were references to the Guarantor’s ordinary shares or ADSs, as applicable) over the relevant merger valuation period.

(iii)          The “merger valuation period” for any reorganization event means the five consecutive Trading Day period immediately preceding, but excluding, the effective date for such reorganization event.

5.Automatic Cash Settlement; Cash True-Up In Certain Circumstances

5.1Automatic Cash Settlement.

Until the Approval Date, the Bonds are subject to automatic cash settlement as described in this Section 5.1.  Upon the occurrence of the Approval Date, the Company shall promptly notify the Trustee and the Holders that automatic cash settlement will no longer apply.  In connection with any conversion of Bonds that takes place prior to the Approval Date, the Company will deliver a cash amount in lieu of the number of ADSs that would otherwise be deliverable upon conversion, determined by multiplying such number of ADSs by (a) in the event of a Fundamental Change Conversion, the applicable ADS Price, (b) in the event of mandatory conversion on the Stated Maturity Date, the average of the Daily VWAP for each Trading Day in the Observation Period, and (c) in the event of any other conversion, the average of the Daily VWAP of an ADS on each of the five consecutive Trading Days commencing on, and including, the Trading Day immediately following the date of conversion (such amount to be paid on the Business Day immediately following the last Trading Day of such five Trading Day period).

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5.2Cash True-up in Certain Circumstances.

(a)           In the event that a Fundamental Change or adjustment in accordance with Section 3 hereof causes the maximum number of ADSs deliverable upon conversion of all then-outstanding Bonds to exceed the number of ADSs that can be issued upon the deposit of the then-remaining Reserved Shares, then upon any subsequent conversion, the Company may satisfy its obligation to deliver ADSs upon such a conversion by delivering a combination of ADSs and an amount of cash (the “true-up cash amount”) as follows:

(i)            In the event of any conversion of less than all the Bonds prior to the Stated Maturity Date, the number of ADSs to be delivered to a converting Holder will be equal to the product of the number of ADSs otherwise deliverable upon the conversion of such Holder’s Bonds and a fraction (which in any event shall not exceed 1), the numerator of which is the total then-remaining number of Reserved Shares immediately prior to the time of conversion, and the denominator of which is the total number of ADSs that would be deliverable (without regard to the application of this paragraph) in the event that all outstanding Bonds were converted into ADSs immediately prior to such time using the Maximum Conversion Rate (such product rounded down to the nearest whole number of ADSs).  The true-up cash amount will be calculated by subtracting the number of ADSs obtained from the calculation in the preceding sentence from the number of ADSs otherwise deliverable (prior to the application of this paragraph) upon the conversion of such Holder’s Bond, and multiplying the resulting number of ADSs by the average of the Daily VWAP of an ADS on each of the five consecutive Trading Days commencing on, and including, the Trading Day immediately following the date on which the Company notifies Holders of the number of ADSs they will receive upon conversion (determined as described in this clause (i)).

(ii)           In the event of a conversion of all the Bonds on the same date occurring prior to the 25th Scheduled Trading Day immediately preceding September 15, 2013, the Company will deliver all of the ADSs that can be created from the then-remaining Reserved Shares pro rata among all Holders of Bonds, and the true-up cash amount will be calculated by subtracting such number of ADSs from the number of ADSs deliverable (without regard to the application of this paragraph) upon the conversion of such Holder’s Bond, and multiplying the resulting number of ADSs by the average of the Daily VWAP of an ADS on each of the five consecutive Trading Days commencing on, and including, the Trading Day immediately following the date on which the Company notifies Holders of the number of ADSs they will receive upon conversion (determined as described in this clause (ii)).

(iii)          Upon mandatory conversion on the Stated Maturity Date, the Company will deliver all of the ADSs that can be created from the then-remaining Reserved Shares pro rata among all Holders of Bonds, and the true-up cash amount will be calculated by subtracting such number of ADSs from the number of ADSs deliverable (without regard to the application of this paragraph) upon the conversion of such Holder’s Bond as determined during the Observation Period, and multiplying the resulting number of ADSs by the average of the Daily VWAP of an ADS on each of the five consecutive Trading Days commencing on, and including, the Trading Day immediately following the date on

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which the Company notifies Holders of the number of ADSs they will receive upon conversion (determined as described in this clause (iii)).

(iv)          The amount of cash deliverable in respect of each Bond shall be calculated to the nearest cent, or, if there is no nearest cent, then to the next higher cent.

(b)           If the Company is required to make a cash true-up payment in connection with any conversion of Bonds:

(i)            in the event of an early conversion in accordance with Section 2.4, Section 2.5 or Section 2.6 hereof, the Company shall notify converting Holders of the number of ADSs they will receive upon conversion at or prior to the close of business on the Business Day immediately following the date of conversion, and the Company shall pay the cash true-up amount on the Business Day immediately following the last Trading Day of the five Trading Day period described in Section 5.2(a)(i) or Section 5.2(a)(ii) (as applicable);

(ii)           in the event of a conversion following an acceleration of the Maturity Date in connection with an Event of Default, the Company shall notify Holders of the number of ADSs they will receive upon conversion at or prior to the close of business on the Business Day immediately following the date of acceleration, and the cash true-up amount will become due and payable on the Business Day immediately following the last Trading Day of the five Trading Day period described in Section 5.2(a)(ii); and

(iii)          in the event of mandatory conversion on the Stated Maturity Date, the Company shall notify Holders of the number of ADSs they will receive upon conversion at or prior to the close of business on the Business Day immediately following the last Trading Day of the Observation Period, and the Company shall pay the cash true-up amount on the Business Day immediately following the last Trading Day of the five Trading Day period described in Section 5.2(a)(iii).

6.Other Provisions

6.1No Early Redemption.

The Company shall not be permitted to redeem the Bonds prior to the Stated Maturity Date.  The provisions of Article Eleven of the Base Indenture shall not apply to the Bonds.  Nothing in this Section 6.1 shall operate to limit the Company’s right of early conversion in accordance with Section 2.5 hereof.

6.2Payment of Additional Amounts.

To the extent provided in Section 1005 of the Base Indenture, and subject to the limitations and exceptions set forth therein, the Company or the Guarantor will pay such Additional Amounts (as defined in the Base Indenture) as may be necessary to ensure that the net amounts receivable by Holders of Bonds after withholding or deduction for taxes will equal the amount that would have been payable in the absence of such withholding or deduction.  For the avoidance of doubt, any cash paid (in lieu of ADSs delivered) at maturity of the Bonds will be

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considered (x) “amounts receivable by Holders of Bonds” for purposes of this Section 6.2 and (y) payments of, or in respect of, principal of Securities for purposes of Section 1005 of the Base Indenture.

References in this Supplemental Indenture to the payment of the principal of or interest (including Deferred Interest) on or any make-whole or present value payment in respect of, any Bond of this series (or any payments pursuant to the Guarantee thereof) shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions herein and express mention of the payment of Additional Amounts in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made.

6.3Taxes.

The Company will pay any and all documentary, stamp, transfer or similar taxes that may be payable in respect of the transfer and delivery of ADSs (or other securities) pursuant hereto; provided, however, that the Company shall not be required to pay any such tax which may be payable in respect of any transfer involved in the delivery of ADSs (or other securities) in a name other than that in which the Bonds so exchanged were registered, and no such transfer or delivery shall be made unless and until the Holder requesting such transfer has paid to the Company the amount of any such tax, or has established, to the satisfaction of the Company, that such tax has been paid.

6.4Defeasance.

The defeasance and covenant defeasance provisions of Article Fourteen of the Base Indenture shall not apply to the Bonds.

6.5Further Issuances.

The Company reserves the right to issue, from time to time, without the consent of the Holders of the Bonds, additional Bonds on terms and conditions identical to those of the Bonds so long as a sufficient number of authorized ordinary shares of the Guarantor is available to satisfy the conversion obligations with respect to such additional Bonds, which additional Bonds shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Bonds.

6.6Guarantee.

(a)           With respect to the Bonds only and for the benefit of only the Holders thereof, Section 204 of the Base Indenture is replaced with the following:

“For value received, ANGLOGOLD ASHANTI LIMITED, a corporation duly organized and existing under the laws of South Africa (herein called the “Guarantor”, which term includes any successor Person under the Base Indenture (the “Base Indenture”), as supplemented by the Supplemental Indenture (the “Supplemental Indenture” and, as so supplemented, the “Indenture”) referred to in the Bond on which this Guarantee is endorsed), has

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unconditionally guaranteed, pursuant to the terms of the Guarantee contained in the Base Indenture, the performance and full and punctual payment of the Company’s obligations under the Indenture and the Bonds, whether for delivery of ADSs subject to the Shareholder Conversion Approval (as defined in the Supplemental Indenture), or the cash value thereof, upon conversion, or payment of interest or any of the amounts that may become due and payable in respect of the Bonds.

All payments pursuant to this Guarantee shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Isle of Man or South Africa or the jurisdiction of organization, tax residence or place of business of the Company, the Guarantor or any successor to the Company or the Guarantor, or any political subdivision or taxing authority thereof or therein, unless such taxes, duties, assessments or governmental charges are required by the Isle of Man or South Africa or such other jurisdiction or any such subdivision or authority to be withheld or deducted.  In that event, the Guarantor will pay such Additional Amounts as will result (after deduction of such taxes, duties, assessments or governmental charges and any additional taxes, duties, assessments or governmental charges payable in respect of such) in the payment to the Holder of the Bond on which this Guarantee is endorsed of the amounts which would have been payable in respect of the Guarantee thereof had no such withholding or deduction been required, subject to certain exceptions as set forth in Article Ten of the Base Indenture.

The Guarantee will be the Guarantor’s general, unsecured and subordinated obligation and will be subordinated to all of the Guarantor’s existing and future Indebtedness, as provided in Section 9.2 of the Supplemental Indenture.

The obligations of the Guarantor to the Holders of the Bonds and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article Sixteen of the Base Indenture as modified by Section 6.6 of the Supplemental Indenture, and reference is hereby made to such Base Indenture and the Supplemental Indenture provisions for the precise terms of the Guarantee.

In the event of any inconsistency between the terms of this Guarantee and the provisions of the Indenture, the Indenture shall control.

The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Bond upon which this Guarantee is endorsed shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized signatories.

The Guarantee shall be governed by and construed in accordance with the laws of the State of New York.

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Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Indenture.

IN WITNESS WHEREOF, the Guarantor has caused this instrument to be duly executed.

Dated:
ANGLOGOLD ASHANTI LIMITED
By:
	Name:
	Title:”

(b)           With respect to the Bonds only and for the benefit of only the Holders thereof, the first sentence of the second paragraph of Section 1601 of the Base Indenture is replaced with the following:

“The Guarantor hereby irrevocably and unconditionally guarantees to each Holder of the Bonds, the performance and full and punctual payment of all of the Company’s obligations under the Indenture and the Bonds, whether for delivery of ADSs or payment of interest (including any Deferred Interest and any Additional Amounts) or any other amounts that may become due and payable in respect of the Bonds.  Upon failure by the Company to perform any obligation or to punctually pay any amount when due, the Guarantor shall forthwith perform such obligation or pay the amount that is required to be paid and has not been paid.  The foregoing Guarantee is subject to the subordination provisions set forth in the Indenture relating to the Bonds.”

6.7Delivery of ADSs upon Maturity.

All ADSs (or other securities) deliverable to Holders upon the Maturity of the Bonds shall be delivered to such Holders, whenever practicable, in such manner (such as by book-entry transfer) so as to assure same-day transfer of such securities to Holders and otherwise in the manner customary at such time for delivery of such securities and securities of the same type.

7.Events of Default; Acceleration; Remedies

7.1Additional Events of Default.

In addition to the Events of Default set forth in Section 501 of the Base Indenture, the following shall constitute Events of Default with respect to the Bonds:

(a)           failure to deliver the ADSs or other consideration due upon conversion;

(b)           failure to give timely notice of a Fundamental Change as provided in Section 2.6(b), and continuation of such failure for a period of five Business Days; and

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(c)           the Guarantee of the Bonds being held in any judicial proceeding to be unenforceable or invalid or ceasing for any reason to be in full force and effect or the Guarantor’s, or any Person’s acting on behalf of the Guarantor, denying or disaffirming the Guarantor’s obligations under the Guarantee.

7.2Mandatory Conversion upon Acceleration.

If the principal amount of the Bonds is declared due and payable as provided in Section 502 of the Base Indenture, then, to the extent permitted by applicable law, the Bonds will automatically convert into ADSs at the Maximum Conversion Rate (subject to adjustment as provided in Section 3), and the Holders thereof shall be entitled to receive all accrued and unpaid interest (including any Deferred Interest) to, but excluding, the date of acceleration and the present value of all remaining interest payments on the Bonds, including the interest payment due on September 15, 2013 (but excluding any accrued and unpaid interest to the date of acceleration), payable in cash and computed using a discount rate equal to the Treasury Yield plus 50 basis points.

7.3Collection of Indebtedness and Suits for Enforcement by Trustee.

References in Section 503 of the Base Indenture to interest shall include Deferred Interest, if any, and references in Section 503 of the Base Indenture to principal (and premium, if any), shall include consideration due upon conversion of the Bonds.

7.4Unconditional Right of Holders to Receive Conversion Consideration and Interest.

Notwithstanding any other provision in this Supplemental Indenture or Section 508 of the Base Indenture, the Holder of a Bond shall have the right, which is absolute and unconditional, to receive payment of the consideration deliverable upon conversion and (subject to Section 307 of the Base Indenture and Section 2.2 hereof) interest on such Bond on the respective due dates expressed in the Bonds and this Supplemental Indenture, and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

7.5Waiver of Past Defaults Relating to Conversion Consideration.

References in Section 513 of the Base Indenture to the payment of the principal of (or premium, if any) or interest, if any, on any Security shall include consideration due upon conversion of the Bonds.

8.Covenants

8.1Inapplicability of Certain Covenants and Provisions.

The covenants of the Company set forth in Section 1006 (Limitation on Liens) and Section 1007 (Limitation on Sale and Leaseback Transactions) of the Base Indenture shall not apply to the Bonds.  Sections 307(b), 308 and 312 and Articles Twelve and Thirteen of the Base Indenture shall not apply to the Bonds.

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8.2ADSs Free and Clear.

With respect to the Bonds only and for the benefit of only the Holders thereof, the Company covenants and warrants that upon conversion of a Bond pursuant to the Base Indenture and this Supplemental Indenture, the Holder of a Bond shall receive valid title to the ADSs (and, in the event a reorganization event has occurred and securities or other property are delivered, securities or other property) for which such Bond is at such time convertible pursuant to the Base Indenture and this Supplemental Indenture, free and clear of any and all liens, claims, charges and encumbrances whatsoever.  To the extent provided in Section 6.3, the Company will pay all taxes and charges with respect to the delivery of ADSs (and other securities) delivered in exchange for Bonds hereunder.

8.3Maintenance of Office or Agency.

With respect to any Bonds that are not in the form of a Global Bond, the Company will maintain an office or agency in the Borough of Manhattan, The City of New York, in accordance with Section 1002 of the Base Indenture.

8.4Form of Bonds.

The Bonds shall be in substantially the forms set forth in Exhibit A hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Supplemental Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Bonds, as evidenced by their execution thereof.

9.Subordination of the Bonds and the Guarantee

9.1Subordination of the Bonds.

(a)           Subordination.  The Company covenants and agrees, and each Holder of a Bond, by its acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Section 9.1, the payment of the principal of and interest (including any Deferred Interest and Additional Amounts) on and any make-whole or present value payment in respect of each and all of the Bonds are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all amounts then due and payable in respect of all existing and future Company Senior Indebtedness.

(b)           Payment Over of Proceeds upon Dissolution, Etc.  In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relating to the Company (each such event, if any, herein sometimes referred to as a “Company Proceeding”), then the holders of Company Senior Indebtedness shall be entitled to receive payment in full of Allocable Amounts of such Company Senior Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Company Senior Indebtedness, before the Holders of the Bonds are entitled to receive or retain any payment or distribution of any kind or character, whether in cash, property or securities (including any

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payment or distribution that may be payable or deliverable by reason of the payment of any other Indebtedness of the Company subordinated to the payment of the Bonds, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of and interest (including any Deferred Interest and Additional Amounts) on and any make-whole or present value payment in respect of the Bonds or on account of the purchase or other acquisition of Bonds by the Company or any Subsidiary of the Company, and to that end holders of Company Senior Indebtedness shall be entitled to receive, for application to the payment of Allocable Amounts, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, that may be deliverable in respect of the Bonds in any such Company Proceeding.

In the event that, notwithstanding the foregoing provisions of this Section 9.1(b), the Trustee or a Holder of Bonds shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all Allocable Amounts of all Company Senior Indebtedness are paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Company Senior Indebtedness, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Allocable Amounts of all Company Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Company Senior Indebtedness.

For purposes of this Section 9.1 only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include (i) ADSs (or a corresponding number of ordinary shares of the Guarantor) delivered in accordance with the conversion provisions of the Bonds; and (ii) shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Company Senior Indebtedness to substantially the same extent as the Bonds are so subordinated as provided in this Section 9.1.  The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight of the Base Indenture shall not be deemed a Company Proceeding for the purposes of this Section 9.1(b) if the Person formed by such consolidation or into which the Company is merged or the Person which acquires by sale such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger or sale comply with the conditions set forth in Article Eight of the Base Indenture.

(c)           Prior Payment to Company Senior Indebtedness upon Acceleration of Bonds.  In the event that the Bonds are declared due and payable before the Stated Maturity Date, then and in such event the holders of the Company Senior Indebtedness outstanding at the time the Bonds so become due and payable shall be entitled to receive payment in full of all Allocable Amounts due on or in respect of such Company Senior Indebtedness (including any

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amounts due upon acceleration), or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Company Senior Indebtedness, before the Holders of the Bonds are entitled to receive any payment or distribution of any kind or character, whether in cash, properties or securities (including any Junior Subordinated Payment) by the Company on account of principal of and interest (including any Deferred Interest and Additional Amounts) on and any make-whole or present value payment in respect of the Bonds or on account of the purchase or other acquisition of Bonds by the Company or any Subsidiary of the Company; provided, however, that nothing in this Section 9.1(c) shall prevent the automatic conversion of the Bonds into ADSs (or a corresponding number of ordinary shares of the Guarantor) at the Maximum Conversion Rate as provided in this Supplemental Indenture.

In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or a Holder of Bonds prohibited by the foregoing provisions of this Section 9.1(c), and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company.

The provisions of this Section 9.1(c) shall not apply to any payment with respect to which Section 9.1(b) would be applicable.

(d)           No Payment When Company Senior Indebtedness in Default.  (i) In the event and during the continuation of any default in the payment of the principal of (or premium, if any) or interest on any Company Senior Indebtedness, or in the event that any event of default with respect to any Company Senior Indebtedness shall have occurred and be continuing, permitting such holder of Company Senior Indebtedness to declare due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (ii) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of default, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any Junior Subordinated Payment) shall be made by the Company on account of principal of and interest (including any Deferred Interest and Additional Amounts) on and any make-whole or present value payment in respect of the Bonds or on account of the purchase or other acquisition of Bonds by the Company or any Subsidiary of the Company, in each case unless and until all Allocable Amounts of such Company Senior Indebtedness are paid in full; provided, however, that nothing in this Section 9.1(d) shall prevent the automatic conversion of the Bonds into ADSs (or a corresponding number of ordinary shares of the Guarantor) at the Maximum Conversion Rate as provided in this Supplemental Indenture.

In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or a Holder of Bonds prohibited by the foregoing provisions of this Section 9.1(d), and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company.

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The provisions of this Section 9.1(d) shall not apply to any payment with respect to which Section 9.1(b) or Section 9.1(c) would be applicable.

(e)           Payment Permitted if No Default.  Nothing contained in this Section 9.1 or elsewhere in this Supplemental Indenture or in the Bonds or the Guarantee shall prevent (i) the Company, at any time except during the pendency of any Company Proceeding referred to in Section 9.1(b) or under the conditions described in Sections 9.1(c) and 9.1(d), from making payments at any time of principal of and interest (including any Deferred Interest and Additional Amounts) on and any make-whole or present value payment in respect of the Bonds or (ii) the application by the Trustee of any money deposited with it hereunder to the payment of or on account of principal of and interest (including any Deferred Interest and Additional Amounts) on and any make-whole or present value payment in respect of the Bonds or the retention of such payment by the Holders of Bonds if, at the time of such application by the Trustee, it did not have knowledge that such payment would have been prohibited by the provisions of this Section 9.1.

(f)            Subrogation to Rights of Holders of Company Senior Indebtedness.  Subject to the payment in full of all amounts due or to become due on all Company Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Company Senior Indebtedness, the Holders of the Bonds shall be subrogated to the extent of the payments or distributions made to the holders of such Company Senior Indebtedness pursuant to the provisions of this Section 9.1 (equally and ratably with the holders of all Indebtedness of the Company which by its express terms is subordinated to Company Senior Indebtedness to substantially the same extent as the Bonds are subordinated to the Company Senior Indebtedness and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Company Senior Indebtedness) to the rights of the holders of such Company Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Company Senior Indebtedness until the principal of and interest (including any Deferred Interest and Additional Amounts) on and any make-whole or present value payment in respect of the Bonds shall be paid in full.  For purposes of such subrogation, no payments or distributions to the holders of the Company Senior Indebtedness of any cash, property or securities to which the Holders of the Bonds or the Trustee would be entitled except for the provisions of this Section 9.1, and no payments over pursuant to the provisions of this Section 9.1 to the holders of Company Senior Indebtedness by Holders of the Bonds or the Trustee, shall, as among the Company, its creditors other than holders of Company Senior Indebtedness, and the Holders of the Bonds, be deemed to be a payment or distribution by the Company to or on account of the Company Senior Indebtedness.

(g)           Provisions Solely to Define Relative Rights.  The provisions of this Section 9.1 are and are intended solely for the purpose of defining the relative rights of the Holders of the Bonds on the one hand and the holders of Company Senior Indebtedness on the other hand.  Nothing contained in this Section 9.1 or elsewhere in this Supplemental Indenture or the Bonds or the Guarantee is intended to or shall (a) impair, as between the Company and the Holders of the Bonds, the obligations of the Company, which are absolute and unconditional, to pay to the Holders of the Bonds principal of and (subject to Section 307 of the Base Indenture and Section 2.2 of this Supplemental Indenture) interest (including any Deferred Interest and Additional Amounts) on and any make-whole or present value payment in respect of the Bonds

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and pay the consideration deliverable upon conversion of the Bonds, when and in the manner the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Bonds and creditors of the Company other then their rights in relation to the holders of Company Senior Indebtedness; or (c) prevent the Trustee or a Holder of Bonds from exercising all remedies otherwise permitted by applicable law upon default under this Supplemental Indenture or the Base Indenture including, without limitation, filing and voting claims in any Company Proceeding, subject to the rights, if any, under this Section 9.1 of the holders of Company Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.

9.2Subordination of the Guarantee.

(a)           Subordination.  The Guarantor covenants and agrees, and each Holder of a Bond, by its acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Section 9.2, the obligations of the Guarantor under the Guarantee with respect to the principal of and interest (including any Deferred Interest and Additional Amounts) on and any make-whole or present value payment in respect of each and all of the Bonds are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all amounts then due and payable in respect of all existing and future Guarantor Indebtedness; provided that with respect to the payment of interest (including any Deferred Interest and Additional Amounts) and any make-whole or present value payment, the Guarantee shall not be subordinated to, and shall rank senior to, the Guarantor’s share capital and Guarantees by the Guarantor of share capital of any Subsidiary of the Guarantor.

(b)           Payment Over of Proceeds upon Dissolution, Etc.  In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relating to the Guarantor (each such event, if any, herein sometimes referred to as a “Guarantor Proceeding”), then the holders of Guarantor Indebtedness shall be entitled to receive payment in full of Allocable Amounts of such Guarantor Indebtedness, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Guarantor Indebtedness, before the Holders of the Bonds are entitled to receive or retain any payment or distribution under the Guarantee of any kind or character, whether in cash, property or securities, on account of principal of and interest (including any Deferred Interest and Additional Amounts) on and any make-whole or present value payment in respect of the Bonds or on account of the purchase or other acquisition of Bonds by the Guarantor or any Subsidiary of the Guarantor, and to that end holders of Guarantor Indebtedness shall be entitled to receive, for application to the payment of Allocable Amounts, any payment or distribution of any kind or character, whether in cash, property or securities, that may be deliverable in respect of the Guarantee in any such Guarantor Proceeding.

In the event that, notwithstanding the foregoing provisions of this Section 9.2(b), the Trustee or a Holder of Bonds shall have received any payment or distribution under the Guarantee of assets of the Guarantor of any kind or character, whether in cash, property or securities, before all Allocable Amounts of all Guarantor Indebtedness are paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Guarantor Indebtedness, and if such fact shall, at or prior to the time of such

39

payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Guarantor for application to the payment of all Allocable Amounts of all Guarantor Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Guarantor Indebtedness.

For purposes of this Section 9.2 only, the words “any payment or distribution under the Guarantee of any kind or character, whether in cash, property or securities” shall not be deemed to include (i) ADSs (or a corresponding number of ordinary shares of the Guarantor) delivered in accordance with the conversion provisions of the Bonds; and (ii) capital stock of the Guarantor as reorganized or readjusted, or securities of the Guarantor or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Guarantor Indebtedness to substantially the same extent as the Guarantee is so subordinated as provided in this Section 9.2.  The consolidation of the Guarantor with, or the merger of the Guarantor into, another Person or the liquidation or dissolution of the Guarantor following the sale of all or substantially all of its properties and assets as an entirety to another Person upon the terms and conditions set forth in Article Eight of the Base Indenture shall not be deemed a Guarantor Proceeding for the purposes of this Section 9.2(b) if the Person formed by such consolidation or into which the Guarantor is merged or the Person which acquires by sale such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger or sale comply with the conditions set forth in Article Eight of the Base Indenture.

(c)           Prior Payment to Guarantor Indebtedness upon Acceleration of Bonds.  In the event that the Bonds are declared due and payable before the Stated Maturity Date, then and in such event the holders of the Guarantor Indebtedness outstanding at the time the Bonds so become due and payable shall be entitled to receive payment in full of all Allocable Amounts due on or in respect of such Guarantor Indebtedness (including any amounts due upon acceleration), or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Guarantor Indebtedness, before the Holders of the Bonds are entitled to receive any payment or distribution under the Guarantee of any kind or character, whether in cash, properties or securities on account of principal of and interest (including any Deferred Interest and Additional Amounts) on and any make-whole or present value payment in respect of the Bonds or on account of the purchase or other acquisition of Bonds by the Guarantor or any Subsidiary of the Guarantor; provided, however, that nothing in this Section 9.2(c) shall prevent the automatic conversion of the Bonds into ADSs (or a corresponding number of ordinary shares of the Guarantor) at the Maximum Conversion Rate as provided in this Supplemental Indenture.

In the event that, notwithstanding the foregoing, the Guarantor shall make any payment to the Trustee or a Holder of Bonds prohibited by the foregoing provisions of this Section 9.2(c), and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Guarantor.

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The provisions of this Section 9.2(c) shall not apply to any payment with respect to which Section 9.2(b) would be applicable.

(d)           No Payment When Guarantor Indebtedness in Default.  (i) In the event and during the continuation of any default in the payment of the principal of (or premium, if any) or interest on any Guarantor Indebtedness, or in the event that any event of default with respect to any Guarantor Indebtedness shall have occurred and be continuing, permitting the holder of such Guarantor Indebtedness to declare due and payable prior to the date on which it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (ii) in the event any judicial proceeding shall be pending with respect to any such default in payment or such event of default, then no payment or distribution under the Guarantee of any kind or character, whether in cash, properties or securities shall be made by the Guarantor on account of principal of and interest (including any Deferred Interest and Additional Amounts) on and any make-whole or present value payment in respect of the Bonds or on account of the purchase or other acquisition of Bonds by the Guarantor or any Subsidiary of the Guarantor, in each case unless and until all Allocable Amounts of such Guarantor Indebtedness are paid in full; provided, however, that nothing in this Section 9.2(d) shall prevent the automatic conversion of the Bonds into ADSs (or a corresponding number of ordinary shares of the Guarantor) at the Maximum Conversion Rate as provided in this Supplemental Indenture.

In the event that, notwithstanding the foregoing, the Guarantor shall make any payment to the Trustee or a Holder of Bonds prohibited by the foregoing provisions of this Section 9.2(d), and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Guarantor.

The provisions of this Section 9.2(d) shall not apply to any payment with respect to which Section 9.2(b) or Section 9.2(c) would be applicable.

(e)           Payment Permitted if No Default.  Nothing contained in this Section 9.2 or elsewhere in this Supplemental Indenture or in the Bonds or the Guarantee shall prevent (i) the Guarantor, at any time except during the pendency of any Guarantor Proceeding referred to in Section 9.2(b) or under the conditions described in Sections 9.2(c) and 9.2(d), from making payments under the Guarantee at any time of principal of and interest (including any Deferred Interest and Additional Amounts) on and any make-whole or present value payment in respect of the Bonds or (ii) the application by the Trustee of any money deposited with it hereunder to the payment under the Guarantee of or on account of principal of and interest (including any Deferred Interest and Additional Amounts) on and any make-whole or present value payment in respect of the Bonds or the retention of such payment by the Holders of Bonds if, at the time of such application by the Trustee, it did not have knowledge that such payment would have been prohibited by the provisions of this Section 9.2.

(f)            Subrogation to Rights of Holders of Guarantor Indebtedness.  Subject to the payment in full of all amounts due or to become due on all Guarantor Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Guarantor Indebtedness, the Holders of the Bonds shall be subrogated to the extent

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of the payments or distributions made to the holders of such Guarantor Indebtedness pursuant to the provisions of this Section 9.2 (equally and ratably with the holders of all Indebtedness of the Guarantor which by its express terms is subordinated to Guarantor Indebtedness to substantially the same extent as the Bonds are subordinated to the Guarantor Indebtedness and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Guarantor Indebtedness) to the rights of the holders of such Guarantor Indebtedness to receive payments and distributions of cash, property and securities applicable to the Guarantor Indebtedness until the principal of and interest (including any Deferred Interest and Additional Amounts) on and any make-whole or present value payment in respect of the Bonds shall be paid in full.  For purposes of such subrogation, no payments or distributions to the holders of the Guarantor Indebtedness of any cash, property or securities to which the Holders of the Bonds or the Trustee would be entitled except for the provisions of this Section 9.2, and no payments over pursuant to the provisions of this Section 9.2 to the holders of Guarantor Indebtedness by Holders of the Bonds or the Trustee, shall, as among the Guarantor, its creditors other than holders of Guarantor Indebtedness, and the Holders of the Bonds, be deemed to be a payment or distribution by the Guarantor to or on account of the Guarantor Indebtedness.

(g)           Provisions Solely to Define Relative Rights.  The provisions of this Section 9.2 are and are intended solely for the purpose of defining the relative rights of the Holders of the Bonds under the Guarantee on the one hand and the holders of Guarantor Indebtedness on the other hand.  Nothing contained in this Section 9.2 or elsewhere in this Supplemental Indenture or the Bonds or the Guarantee is intended to or shall (a) impair, as between the Guarantor and the Holders of the Bonds, the obligations of the Guarantor under the Guarantee, which are absolute and unconditional, to pay to the Holders of the Bonds principal of and (subject to Section 307 of the Base Indenture and Section 2.2 of this Supplemental Indenture) interest (including any Deferred Interest and Additional Amounts) on and any make-whole or present value payment in respect of the Bonds and pay the consideration deliverable upon conversion of the Bonds as, when and in the manner the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Guarantor of the Holders of the Bonds and creditors of the Guarantor other then their rights in relation to the holders of Guarantor Indebtedness; or (c) prevent the Trustee or a Holder of Bonds from exercising all remedies otherwise permitted by applicable law upon default under this Supplemental Indenture or the Base Indenture including, without limitation, filing and voting claims in any Guarantor Proceeding, subject to the rights, if any, under this Section 9.2 of the holders of Guarantor Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.

(h)           Holders Claims for Principal Amount Limited to Equity Rights.  Notwithstanding any other provision contained in this Section 9.2 or elsewhere in this Supplemental Indenture or the Bonds or the Guarantee, and regardless of whether Shareholder Conversion Approval has been obtained, with respect to the principal amount of the Bonds (but not interest (including any Deferred Interest and Additional Amounts), or any make-whole, or present value payment in respect of the Bonds), a Holder of Bonds shall be entitled to participate in the proceeds of the liquidation of the Guarantor in any Guarantor Proceeding only to the same extent as a holder of a number of the Guarantor’s ordinary shares equal to the number of ordinary shares underlying the ADSs such Holder of Bonds would have received upon conversion of such Bonds at the Maximum Conversion Rate.

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9.3Trustee to Effect Subordination.

Each Holder of a Security, by acceptance thereof, authorizes and directs the Trustee on such Holder’s behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination provided in Section 9.1 and Section 9.2 and appoints the Trustee such Holder’s attorney-in-fact for any and all such purposes.

9.4No Waiver of Subordination Provisions.

No right of any present or future holder of Company Senior Indebtedness or Guarantor Indebtedness to enforce subordination as provided herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or the Guarantor or by any act or failure to act, in good faith, by any such holder, or by any non-compliance by the Company or the Guarantor with the terms, provisions and covenants of this Supplemental Indenture or the Base Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with.

Without in any way limiting the generality of the immediately preceding paragraph, the holders of Company Senior Indebtedness and Guarantor Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Bonds, without incurring responsibility to the Holders of the Bonds and without impairing or releasing the subordination provided in this Section 9 or the obligations hereunder of the Holders of the Bonds to the holders of Company Senior Indebtedness and Guarantor Indebtedness, do any one or more of the following:  (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Company Senior Indebtedness and Guarantor Indebtedness, or otherwise amend or supplement in any manner Company Senior Indebtedness and Guarantor Indebtedness or any instrument evidencing the same or any agreement under which Company Senior Indebtedness and Guarantor Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Company Senior Indebtedness or Guarantor Indebtedness; (iii) release any Person liable in any manner for the collection of Company Senior Indebtedness and Guarantor Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company, the Guarantor and any other Person.

9.5Notice to Trustee.

The Company and the Guarantor shall give prompt written notice to the Trustee of any fact known to them which would prohibit the making of any payment to or by the Trustee in respect of the Bonds or the Guarantee.  Notwithstanding the provisions of this Section 9 or any other provision of this Supplemental Indenture or the Base Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Bonds or the Guarantee, unless and until a responsible officer of the Trustee shall have received written notice thereof from the Company or the Guarantor or a holder of Company Senior Indebtedness or Guarantor Indebtedness or from any trustee, agent or representative therefor; provided, however, that if the Trustee shall not have received the notice provided for in this Section 9.5 at least three Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including,

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without limitation, the payment of the principal of or interest (including any Deferred Interest or Additional Amounts) on or any make-whole or present value payment on the Bonds), then, anything herein contained to the contrary notwithstanding, the Trustee shall have the full power and authority to receive such monies and apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary which may be received by it within three Business Days prior to such date.

Subject to the provisions of Section 602 of the Base Indenture, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Company Senior Indebtedness or Guarantor Indebtedness (or a trustee therefor) to establish that such notice has been given by a holder of Company Senior Indebtedness or Guarantor Indebtedness (or a trustee therefor).  In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Company Senior Indebtedness or Guarantor Indebtedness to participate in any payment or distribution pursuant to this Section, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Company Senior Indebtedness or Guarantor Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Section 9.5, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

9.6Reliance on Judicial Order or Certificate of Liquidating Agent.

Upon any payment or distribution of assets of the Company or the Guarantor referred to in this Section 9, the Trustee, subject to the provisions of Section 602 of the Base Indenture, and the Holders of the Bonds shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which a Company Proceeding or Guarantor Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Bonds, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Company Senior Indebtedness or Guarantor Indebtedness and other Indebtedness of the Company or the Guarantor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 9.

9.7Trustee Not Fiduciary.

The Trustee, in its capacity as trustee under the Base Indenture, as supplemented by this Supplemental Indenture, shall not be deemed to owe any fiduciary duty to the holders of Company Senior Indebtedness or Guarantor Indebtedness, and shall not be liable to any such holders if it shall in good faith mistakenly pay over or distribute to Holders of Bonds or to the Company or the Guarantor or to any other Person cash, property or securities to which any holders of Company Senior Indebtedness or Guarantor Indebtedness shall be entitled by virtue of this Section 9 or otherwise.  With respect to the holders of Company Senior Indebtedness, the Trustee undertakes to perform or observe only such of its covenants or obligations as are specifically set forth in this Section 9 and no implied covenants or obligations with respect to

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holders of Company Senior indebtedness shall be read into the Base Indenture, as supplemented by this Supplemental Indenture against the Trustee.

9.8Preservation of Trustee’s Rights.

The Trustee in its individual capacity shall be entitled to all the rights set forth in this Section 9 with respect to any Senior Company Indebtedness and Guarantor Indebtedness which may at any time be held by it, to the same extent as any other holder of Company Senior Indebtedness or Guarantor Indebtedness, and nothing in this Supplemental Indenture shall deprive the Trustee of any of its rights as such holder.

Nothing in this Section 9 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 606 of the Base Indenture.

9.9Section Applicable to Paying Agents.

In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this Section 9 shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Section 9 in addition to or in place of the Trustee.

9.10Certain Conversions or Exchanges Deemed Payment.

For purposes of this Section 9 only, (i) the issuance and delivery of junior securities upon conversion or exchange of Bonds shall not be deemed to constitute a payment or distribution on account of the principal of or interest (including any Deferred Interest or Additional Amounts) on or any make-whole or present value payment on the Bonds or pursuant to the Guarantee or on account of the purchase or other acquisition of Bonds, and (ii) the payment, issuance or delivery of cash, property or securities (other than junior securities) upon conversion or exchange of a Bond shall be deemed to constitute payment on account of the principal of such Bond.  For the purposes of this Section 9.10, the term “junior securities” means (a) shares of capital stock of any class of the Company or the Guarantor and (ii) securities which are subordinated in right of payment to all Company Senior Indebtedness or Guarantor Indebtedness, as the case may be, which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Bonds and the Guarantee are so subordinated as provided in this Section 9.

10.Supplemental Indentures

10.1Supplemental Indentures Without Consent of Holders.

In addition to any permitted supplement to the Indenture pursuant to Section 901 of the Base Indenture, the Company, the Guarantor and the Trustee, at any time and from time to time, may amend the Indenture or the Bonds without the consent of any Holder of the Bonds: (a) in order to comply with any requirement of the Commission in connection with the qualification of the Indenture under the Trust Indenture Act; or (b) to conform this Supplemental Indenture and the form or terms of the Bonds to the provisions in the section entitled

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“Description of Bonds” as set forth in the preliminary prospectus supplement dated September 15, 2010 and the related pricing term sheet, each in connection with the offering and sale of the Bonds.

10.2Supplemental Indentures With Consent of Holders.

Notwithstanding Section 10.1 and in addition to the provisions of Section 902 of the Base Indenture, no supplemental indenture shall, without the consent of the Holder of each Outstanding Bond affected thereby, other than to conform this Supplemental Indenture and the form or terms of the Bonds to the section entitled “Description of Bonds” as set forth in the preliminary prospectus supplement and the pricing term sheet, each dated September 15, 2010, relating to the offering and sale of the Bonds:  (a) make any change that adversely affects the conversion rights of any Bonds, (b) reduce the Fixed Conversion Rates or the Fundamental Change Conversion Rate, (c) make any change that adversely affects the obligation to pay the present value of future interest payments in certain circumstances as provided herein, (d) amend or modify in any manner adverse to the Holders the Company’s obligation to make any delivery or payment upon conversion, whether by supplemental indenture or other amendment or waiver of provisions in the covenants or definitions related to the Bonds or otherwise, or (e) make any change that adversely affects the absolute and unconditional right of Holders to institute suit for the enforcement of right to receive payment of the consideration deliverable upon conversion and (subject to Section 307 of the Base Indenture and Section 2.2 hereof) interest on such Bonds on the respective due dates expressed in the Bonds and this Supplemental Indenture, and to institute suit for the enforcement of any such payment, pursuant to Section 7.3 hereof.

11.Miscellaneous

11.1Separability of Invalid Provisions.

In case any one or more of the provisions contained in this Supplemental Indenture should be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions contained in this Supplemental Indenture, and to the extent and only to the extent that any such provision is invalid, illegal or unenforceable, this Supplemental Indenture shall be construed as if such provision had never been contained herein.

11.2Execution in Counterparts.

This Supplemental Indenture may be simultaneously executed and delivered in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument.

11.The Trustee

(a)           The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company and the Guarantor.

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(b)           Except for calculations of regular payments of interest on Interest Payment Dates, which shall be made by the Trustee, all calculations under this Supplemental Indenture shall be made by the Company or its agent and shall be made to the nearest cent or to the nearest one hundredth of a share, as the case may be.  The Company or its agent will be responsible for making all other calculations and determinations called for under this Supplemental Indenture.  The Company or its agent will make these calculations and determinations in good faith, and, absent manifest error, such calculations and determinations will be final and binding on the Holders, and the Trustee shall have no responsibility with respect thereto.  The Company will provide a schedule of these calculations and determinations to the Trustee and the Trustee shall be entitled to rely conclusively upon the accuracy of these calculations without independent verification thereof.

(c)           The Trustee shall not at any time be under any duty or responsibility to any Holder of Bonds to determine whether any facts exist that may require any adjustment of the Fixed Conversion Rates, or with respect to the nature or intent of any such adjustments when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same.  The Trustee shall not be accountable with respect to the validity or value (of the kind or amount) of any securities or property, that may at any time be issued or delivered upon the conversion of any Bond; and it does not make any representation with respect thereto.  The Trustee shall not be responsible for any failure of the Company or the Guarantor to make any cash payment or to issue, transfer or deliver any ordinary shares or share certificates or other securities or property upon the surrender of any Bond for the purpose of conversion; and the Trustee shall not be responsible or liable for any failure of the Company or the Guarantor to comply with any of the covenants of the Company or the Guarantor contained in this Supplemental Indenture.  The Trustee shall be fully protected in relying upon the Officers’ Certificate furnished pursuant to this Supplemental Indenture.

12.Conversion Agent

12.1Appointment of Conversion Agent.

The Company initially appoints the Trustee as Conversion Agent.  The Company may terminate the appointment of any Conversion Agent or appoint additional or other Conversion Agents.

12.2Trustee’s Disclaimer.

The Trustee (including in its capacity as Conversion Agent) has no duty to determine when an adjustment to the conversion rate under Section 3 hereof should be made, how it should be made or what it should be.  The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of the Bonds.  The Trustee shall not be responsible for the Company’s failure to comply with Section 3 hereof or its failure to make any calculations under this Supplemental Indenture.

[signature page follows]

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In witness whereof, each of the parties hereto has caused this First Supplemental Indenture to be duly executed on its behalf, all as of the day and year first written above.

ANGLOGOLD ASHANTI HOLDINGS FINANCE PLC
By:
	Name:
	Title:
ANGLOGOLD ASHANTI LIMITED
By:
	Name:
	Title:
By:
	Name:
	Title:
THE BANK OF NEW YORK MELLON, as Trustee
By:
	Name:
	Title:

Signature Page to First Supplemental Indenture

EXHIBIT A

[INCLUDE IF BOND IS A GLOBAL BOND:  THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE BASE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE BASE INDENTURE.]

Form of Bond

ANGLOGOLD ASHANTI HOLDINGS FINANCE PLC

6.00% Mandatory Convertible Subordinated Bonds due 2013

Guaranteed By
ANGLOGOLD ASHANTI LIMITED

No. [   ]	US$[   ]
	CUSIP No. [   ]
	ISIN No. [   ]

ANGLOGOLD ASHANTI HOLDINGS FINANCE PLC, a company organized under the laws of the Isle of Man (herein called the “Company”, which term includes any successor Person under the Indenture (as defined below) hereinafter referred to), for value received, hereby promises to deliver to the Holders of the Bonds, with respect to each US$50.00 principal amount, on the Stated Maturity Date (as defined in the Supplemental Indenture hereinafter referred to), unless converted prior to September 15, 2013 as provided in the Supplemental Indenture, a number of American Depositary Shares (“ADSs”) each representing one ordinary share of ANGLOGOLD ASHANTI LIMITED (herein called the “Guarantor” which term includes any successor Person under the Indenture hereinafter referred to) at the conversion rate described in the Supplemental Indenture (or, in certain limited circumstances, the cash value thereof), and to pay interest on the principal amount hereof from September 22, 2010 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, quarterly in arrears on March 15, June 15, September 15 and December 15 in each year, commencing December 15, 2010 (each, an “Interest Payment Date”), at the rate of 6.00% per annum, until principal hereof is satisfied in the manner provided herein.  The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Bond is registered at the close of business on March 1, June 1, September 1 and December 1, each, a “Regular Record Date” for such interest.  The Company may at its sole discretion elect to defer any interest to be paid on any of the Interest Payment Dates, and may extend any period in which any interest payment has been so deferred (a “Deferral Period”) at any time or from time to time, provided that (i) the Company is not then in default in payment of interest at the time deferral is elected, (ii) notice is given as provided in the Indenture (as defined

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on the reverse hereof), (iii) Deferral Periods shall end no later than the Stated Maturity Date, and (iv) any Deferral Period shall end on an Interest Payment Date.  During any Deferral Period interest shall continue to accrue, and at the end of a Deferral Period the Company shall pay all Deferred Interest then accrued and unpaid, together with interest on the accrued and unpaid Deferred Interest, to the extent permitted by applicable law, at a rate equal to 6.00% calculated on the basis of a 360-day year of twelve 30-day months.

Payment of interest (including any Deferred Interest and Additional Amounts) and any make-whole or present value payments payable in cash on this Bond will be made at the office or agency of the Company maintained for that purpose in New York City, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Reference is hereby made to the further provisions of this Bond set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Authentication Agent by manual signature of an authorized signatory, this Bond shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed manually or in facsimile.

Dated:          September 22, 2010

ANGLOGOLD ASHANTI HOLDINGS FINANCE PLC
By:
	Name:
	Title:
By:
	Name:
	Title:

Signature Page to Global Note

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

Dated:  September 22, 2010

This is one of the Bonds of the series designated therein referred to in the within mentioned Indenture.

THE BANK OF NEW YORK MELLON, as Trustee
By
	Authorized Signatory

Signature Page to Global Note

FORM OF GUARANTEE

For value received, ANGLOGOLD ASHANTI LIMITED, a corporation duly organized and existing under the laws of South Africa (herein called the “Guarantor”, which term includes any successor Person under the Base Indenture (the “Base Indenture”), as supplemented by the Supplemental Indenture (the “Supplemental Indenture” and, as so supplemented, the “Indenture”) referred to in the Bond on which this Guarantee is endorsed), has unconditionally guaranteed, pursuant to the terms of the Guarantee contained in the Base Indenture, the performance and full and punctual payment of the Company’s obligations under the Indenture and the Bonds, whether for delivery of ADSs subject to the Shareholder Conversion Approval (as defined in the Supplemental Indenture), or the cash value thereof, upon conversion, or payment of interest or any of the amounts that may become due and payable in respect of the Bonds.

All payments pursuant to this Guarantee shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Isle of Man or South Africa or the jurisdiction of organization, tax residence or place of business of the Company, the Guarantor or any successor to the Company or the Guarantor, or any political subdivision or taxing authority thereof or therein, unless such taxes, duties, assessments or governmental charges are required by the Isle of Man or South Africa or such other jurisdiction or any such subdivision or authority to be withheld or deducted.  In that event, the Guarantor will pay such Additional Amounts as will result (after deduction of such taxes, duties, assessments or governmental charges and any additional taxes, duties, assessments or governmental charges payable in respect of such) in the payment to the Holder of the Bond on which this Guarantee is endorsed of the amounts which would have been payable in respect of the Guarantee thereof had no such withholding or deduction been required, subject to certain exceptions as set forth in Article Ten of the Base Indenture.

The Guarantee will be the Guarantor’s general, unsecured and subordinated obligation and will be subordinated to all of the Guarantor’s existing and future Indebtedness, as provided in Section 9.2 of the Supplemental Indenture.

The obligations of the Guarantor to the Holders of the Bonds and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article Sixteen of the Base Indenture as modified by Section 6.6 of the Supplemental Indenture, and reference is hereby made to such Base Indenture and the Supplemental Indenture provisions for the precise terms of the Guarantee.

In the event of any inconsistency between the terms of this Guarantee and the provisions of the Indenture, the Indenture shall control.

The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Bond upon which this Guarantee is endorsed shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized signatories.

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The Guarantee shall be governed by and construed in accordance with the laws of the State of New York.

Capitalized terms used herein and not otherwise defined herein have the meanings specified in the Indenture.

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IN WITNESS WHEREOF, the Guarantor has caused this instrument to be duly executed.

Dated:
ANGLOGOLD ASHANTI LIMITED
By:
	Name:
	Title:
By:
	Name:
	Title:

REVERSE OF GLOBAL BOND

This Bond is one of a duly authorized issue of securities of the Company (herein called the “Bond”), issued and to be issued in one or more series under an Indenture (the “Base Indenture”), dated as of September 22, 2010, among the Company, AngloGold Ashanti Limited, as Guarantor (herein called the “Guarantor”, which term includes any successor Person under the Indenture) and The Bank of New York Mellon, as Trustee (herein called the “Trustee”, which term includes any other successor trustee under the Indenture), as supplemented by the First Supplemental Indenture (the “Supplemental Indenture” and, as so supplemented, the “Indenture”) dated as of September 22, 2010 among the Company, the Guarantor and the Trustee.  This Bond is one of the series designated on the face hereof, initially limited in aggregate principal amount to U.S.$789,086,750.

The Company may, without the consent of the Holders of the Bonds of any series, issue additional bonds of one or more series having the same ranking and same interest rate, maturity date, conversion terms and other terms as the Bonds except for the price to the public and issue date.  Any additional bonds, together with the Bonds, will constitute a single series of securities under the Indenture.  There is no limitation on the amount of the Bonds or other debt securities that the Company may issue under the Indenture.

The Bonds will be general, unsecured and subordinated obligations of the Company, subordinated in right of payment to all of the existing and future Company Senior Indebtedness and ranking senior to all of the Company’s existing and future share capital, as provided in Section 9.1 of the Supplemental Indenture.

The Bonds of this series are issuable only in registered form without coupons in minimum denominations of US$50 and integral multiples of US$50 in excess thereof.  The Bonds will initially be issued in the form of one or more global Bonds (each, a “Global Bond”).  Except as provided in the Indenture, a Global Bond shall not be exchangeable for one or more definitive Bonds.

If an Event of Default with respect to Bonds of this series occurs and is continuing, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Bonds of this series may declare the principal of all of the Bonds of this series to be due and payable in the manner and with the effect provided in the Indenture.

References herein to the payment of the principal of or interest (including Deferred Interest) on or any make-whole or present value payment in respect of, any Bond of this series (or any payments pursuant to the Guarantee thereof) shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions herein and express mention of the payment of Additional Amounts in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made.

The Bonds shall, subject to certain conditions set forth in the Supplemental Indenture, automatically convert on the Stated Maturity Date into a number of Guarantor’s ADSs

determined as provided in Section 2.3(b) of the Supplemental Indenture, subject to full or partial cash settlement pursuant to Section 5 of the Supplemental Indenture.  In addition to the ADSs issuable upon conversion of the Bond, Holders of Bonds will have the right to receive on the Stated Maturity Date an amount in cash equal to all accrued and unpaid interest on the Bonds (including Deferred Interest) to, but excluding, September 15, 2013.

Holders of the Bonds shall have the right to convert their Bonds, in whole or in part, at any time from the Optional Conversion Commencement Date until the 25th Scheduled Trading Day immediately preceding September 15, 2013 at the Minimum Conversion Rate subject to certain conditions set forth in the Indenture.  In addition to the number of ADSs issuable upon conversion, a Holder who elects to convert Bonds early shall have the right to receive an amount equal to any Deferred Interest to, but excluding, the Interest Payment Date preceding the date of conversion.

The Company shall have the right to convert the Bonds at its option, in whole but not in part, at any time after the Approval Date and on or before the 25th Scheduled Trading Day immediately preceding September 15, 2013 upon not less than 20 Trading Days’ nor more than 30 Trading Days’ prior notice to the Holders of the Bonds at the Maximum Conversion Rate plus accrued and unpaid interest (including Deferred Interest) to, but excluding, the date of conversion plus the present value of all remaining interest payments determined as provided in the Supplemental Indenture.

If a Fundamental Change occurs at any time after the initial issuance of the Bonds up to, and including, the 25th Scheduled Trading Day immediately preceding September 15, 2013, then, regardless whether Shareholder Conversion Approval has been obtained, but subject to certain conditions set forth in the Supplemental Indenture, Holders of the Bonds shall be permitted to convert their Bonds, in whole or in part, at any time during the period beginning on the Effective Date of such Fundamental Change and ending on, but excluding, the earlier of September 15, 2013 and the date that is 20 Business Days after the Effective Date of such Fundamental Change at the Fundamental Change Conversion Rate, plus an amount payable in cash equal to accrued and unpaid interest (including Deferred Interest) to, but excluding, the date of conversion, and the present value of all remaining interest payments on the Bonds determined as provided in the Supplemental Indenture.

If the principal amount of the Bonds is declared due and payable pursuant to Section 502 of the Base Indenture, then, to the extent permitted by applicable law, the Bonds will automatically convert into ADSs at the Maximum Conversion Rate, and the Holders thereof shall be entitled to receive all accrued and unpaid interest (including any Deferred Interest) to, but excluding, the date of acceleration and the present value of all remaining interest payments on the Bonds determined as provided in the Supplemental Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company or the Guarantor and the rights of the Holders of the Bonds of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Bonds at the time Outstanding of each series to be affected.  The Indenture also contains provisions permitting the Holders of specified percentages in

A-2

principal amount of the Bonds of each series at the time Outstanding, on behalf of the Holders of all Bonds of such series to waive compliance by the Company or the Guarantor with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.  Any such consent or waiver by the Holder of this Bond shall be conclusive and binding upon such Holder and upon all future Holders of this Bond and of any Bond issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Bond.

Prior to due presentation of this Bond for registration of transfer, the Company, the Guarantor, the Trustee, and any agent of the Company or the Guarantor or the Trustee may treat the Person in whose name this Bond is registered as the owner hereof for all purposes, whether or not this Bond be overdue, and none of the Company, the Guarantor, the Trustee, or any such agent shall be affected by notice to the contrary.  None of the Company, the Guarantor, the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Bond in global form or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.  Nothing shall prevent the Company, the Guarantor, the Trustee from giving effect to any written certification, proxy or other authorization furnished by any depositary, as a Holder, with respect to such Global Bond or impair, as between such depositary and owners of beneficial interests in such Global Bond, the operation of customary practices governing the exercise of the rights of such depositary (or its nominee) as Holder of such Global Bond.

This Bond shall be governed by and construed in accordance with the laws of the State of New York.

Unless otherwise defined herein, all terms used in this Bond which are defined in the Indenture shall have the meanings assigned to them in the Indenture.  To the extent any provision of this Bond conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

A-3

SCHEDULE OF PRINCIPAL AMOUNT

The initial principal amount of this Bond shall be US$[          ].  The following decreases/increases in the principal amount of this Bond have been made:

Date of
Decrease/Increase Decrease in
Principal Amount Increase in
Principal Amount Total Principal
Amount Following
such
Decrease/Increase Notation Made by
or on Behalf of
Trustee

A-4

Exhibit B

FORM OF OPTIONAL EARLY CONVERSION NOTICE

AngloGold Ashanti Holdings Finance plc

The Bank of New York Mellon

Re:  6.00% Mandatory Convertible Subordinated Bonds due 2013

CONVERSION NOTICE (CUSIP [  ])

Reference is hereby made to the Indenture, dated as of September 22, 2010 (the “Base Indenture”), between AngloGold Ashanti Holdings Finance plc, as issuer (the “Company”), AngloGold Ashanti Limited (the “Guarantor”) and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture (the “Supplemental Indenture” and, as so supplemented, the “Indenture”).  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                         (the “Owner”) owns and proposes to convert the Bond[s] or interest in such Bond[s] specified herein, in the principal amount of US$                 in such Bond[s] or interests (the “Optional Early Conversion”) pursuant to Section 2.4 or Section 2.6 of the Supplemental Indenture.  In connection with the Optional Early Conversion, the Owner hereby certifies that, as Owner of this Bond, he/she hereby irrevocably exercises the option to convert this Bond, or such portion of this Bond in the principal amount designated above, into the number of ADSs of the Guarantor at the Minimum Conversion Rate, in the case of conversion pursuant to Section 2.4, or the Fundamental Change Conversion Rate, in the case of conversion pursuant to Section 2.6, in effect on the date of conversion.  The Owner directs that such ADSs (if any), together with a check in payment for any cash deliverable pursuant to the automatic cash settlement or cash true-up provisions set forth in Section 5 of the Supplemental Indenture, any fractional shares, accrued and unpaid interest (including Deferred Interest), if any, and, in the case of conversion pursuant to Section 2.6, the present value of all remaining interest payments, and any Bonds representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless a different name has been indicated below.  If ADSs are to be registered in the name of a Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect thereto and (b) signature(s) must be guaranteed by an eligible guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.  Any amount required to be paid by the undersigned on account of interest accompanies this Bonds.

Dated:
	Signature(s)

B-1

If ADSs or Bonds are to be registered in the name of a Person other than the Holder, please print such Person’s name and address:

(Name)

(Address)

Social Security or other Identification Number, if any.

[Signature Guaranteed]

If only a portion of a Definitive Bond is to be converted, please indicate:

1.  Principal amount to be converted: US$                                      

2.  Principal amount and denomination of Bonds representing unpurchased principal amount to be issued:

Amount:  US$                                       Denominations:  US$                                      

(US$50 or any integral multiple of US$50 in excess thereof, provided that the unconverted portion of such principal amount is US$50 or any integral multiple of US$50 in excess thereof.)

B-2

EX-4.11

Exhibit 4.11

ISIN: ZAE000043485 ORDINARY SHARES JSE CODE ANG CERTIFICATE NUMBER TRANSFER NUMBER CODE ACCOUNT NUMBER DATE NUMBER OF SHARES ANGLOGOLD ASHANTI LIMITED Registration Number 1944/017354/06 (Incorporated in the Republic of South Africa) Registered Office - 76 Jeppe Street, Johannesburg 2001, (PO Box 62117, Marshalltown 2107) South Africa OFFICES Level 13, St Martins Tower 44 St George's Terrace Perth, WA 6000 (P O Box Z5046, Perth, WA 6831) Australia United States of America AngloGold Americas Inc. 445 Park Avenue, 9th Floor, Suite 950 New York NY 10022 United States of America United kingdom Secretaries St James's Corporate Services Limited 6 St James's Place London SW1A 1NP, England SHARE REGISTRARS South Africa Computershare investor Services (Pty) Ltd Ground Floor, 70 Marshall Street, Johannesburg 2001 {PO Box 61051, Marshalltown 2107), South Africa United Kingdom Computershare Investor Services PLC P O Box 82, The Pavilions Bridgwater Road, Bristol BS99 7NH, England Australia Computershare Investor Services Pty Limited Level 2, 45 St George's Terrace, Perth, WA 6000 (GPQ Box D182, Perth, WA 6840), Australia Ghana NTHC Limited Martco House, Off Kwame Nkrumah Avenue PO Box K1A 9563 Airport, Accra, Ghana This is to certify that the undermentioned is the registered holder of fully paid ordinary shares in the above-named Company as shown herein, subject to the memorandum and articles of association of the Company. NAME AND ADDRESS OF MEMBER NUMBER OF SHARES Of 25 CENTS EACH SPECIMEN DIRECTORS Given on behalf of the Company at Johannesburg on the date written above. No transfer of any portion of this holding can be registered without the production of this certificate. COMPUTERSHARE INVESTOR SERVICES (PTY) LTD Registration Number 2004/003647/07 Share Registrars 2558 Shesha 3574M

EX-5.1

Exhibit 5.1

July 17, 2012

Opinion of Cravath, Swaine & Moore LLP
Registration Statement on Form F-3

Dear Ladies and Gentlemen:

We have acted as U.S. counsel to AngloGold Ashanti Limited, a company incorporated in the Republic of South Africa (“AngloGold”), AngloGold Ashanti Holdings plc, a company incorporated under the laws of the Isle of Man (“AngloGold Holdings”) and AngloGold Ashanti Holdings Finance plc (“AngloGold Finance”), a company incorporated under the laws of the Isle of Man, in connection with the registration under the Securities Act of 1933 (the “Act”) of (i) guaranteed debt securities (the “Guaranteed Debt Securities”) of AngloGold Holdings and AngloGold Finance, unconditionally guaranteed as to the payment of principal, premium (if any) and interest, by AngloGold (the “Guarantees”), (ii) debt securities of AngloGold (the “AngloGold Debt Securities” and, together with the Guaranteed Debt Securities, the “Debt Securities”), (iii) ordinary shares of AngloGold, par value of 25 South African cents per share (the “Ordinary Shares”), with an unspecified and indeterminate aggregate initial offering price, (iv) warrants of AngloGold to purchase Ordinary Shares and (v) rights of AngloGold to purchase Ordinary Shares.

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion including: (a) the Registration Statement on Form F-3 of AngloGold, AngloGold Holdings and AngloGold Finance (the “Registration Statement”); (b) the form of indenture relating to the AngloGold Debt Securities included in the Registration Statement as Exhibit 4.1 (the “AngloGold Indenture”); (c) the indenture relating to the AngloGold Holdings Guaranteed Debt Securities included in the Registration Statement as Exhibit 4.2 (the “AngloGold Holdings Indenture”); (d) the indenture relating to the AngloGold Finance Guaranteed Debt Securities included in the Registration Statement as Exhibits 4.5 (the “AngloGold Finance Indenture” and together with the AngloGold Indenture and the AngloGold Holdings Indenture, the “Indentures”).

Based on the foregoing and subject to the qualifications set forth herein and in the Registration Statement, we are of opinion as follows:

1.  Assuming that the Indentures have been or will be duly authorized, executed and delivered by AngloGold, AngloGold Holdings and AngloGold Finance, the Indentures will constitute legal, valid and binding obligations of AngloGold, AngloGold Holdings and AngloGold Finance, as applicable (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law).

2.  Assuming that the Debt Securities and the Guarantees have been or will be duly authorized, executed and authenticated in accordance with the provisions of the Indentures and issued and sold as contemplated in the Registration Statement, the Debt Securities and the Guarantees will constitute legal, valid and binding obligations of AngloGold, AngloGold Holdings and AngloGold Finance, as applicable, entitled to the benefits of the Indentures and enforceable against AngloGold, AngloGold Holdings and AngloGold Finance, as applicable, in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law).

Our opinion is based upon existing statutory, regulatory and judicial authority, all of which may be changed at any time with retroactive effect.  Any change in applicable laws or the facts and circumstances surrounding the offering of the securities being registered on the Registration Statement, or any inaccuracy in the statements upon which we have relied, may affect the continuing validity of our opinion. We assume no responsibility to inform you of any such change or inaccuracy that may occur or come to our attention.

We are admitted to practice in the State of New York, and we express no opinion as to matters governed by any laws other than the laws of the State of New York and the Federal laws of the United States of America.  In particular, we do not purport to pass on any matter governed by the laws of the Republic of South Africa or the Isle of Man.  For purposes of our opinion, we have assumed that (i) AngloGold has been duly incorporated and is a validly existing company under the laws of South Africa and (ii) the Indentures, the Guarantees and the AngloGold Debt Securities have been or will be duly authorized, executed and delivered by AngloGold insofar as the laws of South Africa are concerned.  With respect to all matters of South Africa law, we note that you are being provided with the opinion, dated the date hereof, of Edward Nathan Sonnenbergs, South African counsel to AngloGold, AngloGold Holdings and AngloGold Finance.  For purposes of our opinion, we have also assumed that (i) each of AngloGold Holdings and AngloGold Finance has been duly incorporated and is a validly existing company under

2

the laws of the Isle of Man and (ii) the AngloGold Holdings Indenture and the AngloGold Finance Indenture and the AngloGold Holdings Debt Securities and the AngloGold Finance Debt Securities have been or will be duly authorized, executed and delivered by each of AngloGold Holdings and AngloGold Finance insofar as the laws of the Isle of Man are concerned.  With respect to all matters of Isle of Man law, we note that you are being provided with the opinion, dated the date hereof, of Cains Advocates Limited, Isle of Man counsel to AngloGold, AngloGold Holdings and AngloGold Finance.

We have also relied as to certain matters on information obtained from public officials, officers of AngloGold, AngloGold Holdings and AngloGold Finance and other sources believed by us to be responsible, and we have assumed that the Indentures will be duly authorized, executed and delivered by the Trustee thereunder, an assumption which we have not independently verified.

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

We consent to the filing of this opinion with the Securities and Exchange Commission (the “Commission”) as Exhibit 5.1 to the Form F-3 Registration Statement, and to the references to this opinion therein and to the references to us under the heading “Legal Matters” in the Registration Statement.  In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act, or the rules or regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Cravath, Swaine & Moore LLP

AngloGold Ashanti Limited

76 Jeppe Street

Newtown, Johannesburg, 2001

PO Box 62117, Marshalltown, 2107

South Africa

AngloGold Ashanti Holdings plc

1st Floor, Atlantic House

4-8 Circular Road

Douglas, Isle of Man, IM1 1AG

AngloGold Ashanti Holdings Finance plc

1st Floor, Atlantic House

3

4-8 Circular Road

Douglas, Isle of Man, IM1 1AG

O

4

EX-5.2

Exhibit 5.2

johannesburg cape town durban stellenbosch 150 west street sandown sandton johannesburg 2196 p o box 783347 sandton south africa 2146 docex 152 randburg tel +2711 269 7600 fax +2711 269 7899 info@ens.co.za www.ens.co.za
	DM/0333350	our ref
AngloGold Ashanti Limited 76 Jeppe Street Johannesburg 2001		your ref
AngloGold Ashanti Holdings plc 1st Floor, Atlantic House 4-8 Circular Road Douglas Isle of Man 1M1 1AG	17 July 2012
AngloGold Ashanti Holdings Finance plc 1st Floor, Atlantic House 4-8 Circular Road Douglas Isle of Man 1M1 1AG
(the “Addressees”)

Ladies and Gentlemen

ANGLOGOLD ASHANTI LIMITED: FORM F-3 REGISTRATION STATEMENT PURSUANT TO THE U.S. SECURITIES ACT OF 1933, DATED 17 JULY 2012

1.INTRODUCTION

1.1.We have acted as independent South African legal adviser to AngloGold Ashanti Limited (“AngloGold”), AngloGold Ashanti Holdings plc (“AngloGold Holdings”) and AngloGold Ashanti Holdings Finance plc (“AngloGold Finance”), in connection with the filing by each, with the U.S. Securities and Exchange Commission (the “Commission”), of the Form F-3 registration statement dated 17 July 2012 (the “Registration Statement”), which Registration Statement:

1.1.1.includes the AngloGold prospectus dated 17 July 2012;

	law | tax | forensics | IP | africa	edward nathan sonnenbergs incorporated registration number 2006/018200/21
directors, executives & consultants	M.M. Katz (chairman)   P.C. Faber (chief executive)   M. Mgudlwa (deputy chief executive)   K. Abarder   A. Aguiar   R.J. Alcock   A.C. Alexander   D.B. Allaway†   S. Anthony   G.C. Badenhorst*   W.J.J. Badenhorst   J. Balkin   D. Band   F.M. Bassa*   A.F. Bembridge   A. Bennett   L.J. Bilchitz   Z.D. Blieden   L. Blignaut*   A. Boshoff   J. Brodbeck*   T. Buchler   C.M. Bull   A. Camay*   D.H. Carmichael   V.O. Chaplin   D. Chetty   L. Christie   B.J. Croome*   P.H. Cronin†   P.J. Dachs   C. Daniels   M.S. Darsot   R. de la Harpe   G.E. de Smit   P. Descroizilles   B. du Plessis*   I. du Plessis   J.C. du Preez   F. Ebrahim   Z. Ebrahim   E. Ellis   A. Erasmus*   H. Farrand   A.C. Feinstein†   M.J. Feinstein†   G.S. Felthun   J.B. Ferraz   J.S. Ferraz-Cardoso   A.F.M. Ferreira   J.R. Flax†   R.I. Forster   R.M. Gad   K.E. Gagné*   M.J. Garden   C. Gelbart   P.F.L. Geromont   M.W. Gradidge   C.L. Green†   I.D. Gwaunza   S.E.M. Hanif   S.W. Harrison   S. Hartley   J.T.P. Haydock   S B. Hayes   L. Helman   J.D. Herbert   G.R. Herholdt   H.M. Herholdt   A.C. Hoeben   Prof D.B. Hutchison*   A.V. Ismail   Prof A.J. Itzikowitz*   D. Joffe   C.V. Johnson   S. Kassen   J. Katz   L.C. Katz   G.P.J. Kellerman*   L. Kruger#   E.J.P. Lai King*   N. Lalla   D.M. Lambert   J.M. Langford   I.B.W. Lawrence   E.S. Le Grange   S.C. Lederman   A. Lee   S.B. Levetan   S.A. Lewis   N. Lopes   J.D. Loubser   L. Louw   S.A. Mackay-Davidson   D. MacRobert†   V. Magubane   K.W. Makhubele   G.F. Malan   K. Markman   D.H. Masher   M.W. Matlou   S.L. Mbatha   Y.A. Mendelsohn   A.T. Meyerov   D.B. Messerschmidt   M.D. Molepo   C. Morgan   J.C. Morrissey   M.G. Morrison   M.A.C. Murphy   H. Murray Chinelli   J.S. Naude*   J.S. Nelson*   N.H. Nolan   A.J.L. Norton   C.M. Ntuta   G.J. Oertel   J.T. Oosthuizen   S.P. Osborne   T. Papanikolaou   T.D. Papier   M. Parker*   B.G. Patterson   C.V. Pitman   J.A. Pousson   J.P. Pretorius   P. Reyburn   A.D. Richards*   A.G. Rubin   R.B. Rudolph   J. Rusch   M.L. Sarembock†   G.C. Scott   R.A. Scott   H.B. Senekal   B.J. Serebro   S. Singh   N. Smit   H.M. Snyckers   S.J. Spamer   R.T. Stein   M.T. Steyn   V. Stilwell   A.W. Symington   S.P.M. Thouvenot*   L. Tibshraeny   M.S. Tucker   J.M. Valkin   V.L. van Coppenhagen   L.M. van der Merwe*   C. van Loggerenberg   A. van Niekerk   G.M. van Niekerk   L.W. Viljoen   J. Viviers   G. Vogelman*   L.P. Volschenk*   S.R. von Schirnding   L. Vorster   D.A. Wanblad   S. Weideman   H. Wessels   C.L. Wulfsohn   J.M. Zieff
	* not attorney/not director,  † executive consultant,  # consultant,   special IP counsel		level 3 BBBEE: AA rating

1.1.2.is in respect of the registration, by AngloGold, of (i) an indeterminate principal amount of AngloGold debt securities, AngloGold Holdings debt securities and AngloGold Finance debt securities (collectively the “Debt Securities”), (ii) an indeterminate principal amount of AngloGold ordinary shares with a par value of 25 South African cents (the “Ordinary Shares”), (iii) an indeterminate number of warrants which may be exercised to purchase ordinary shares in AngloGold (the “Warrants”), (iv) an indeterminate number of rights which may be exercised to purchase ordinary shares in AngloGold (the “Rights”), (v) the guarantees issued by AngloGold in respect of the debt securities issued or to be issued by AngloGold Holdings and/or AngloGold Finance (the “Guarantees”); and

1.1.3.is filed pursuant to the U.S. Securities Act of 1933.

1.2.Capitalised terms used but not otherwise defined herein shall have the meaning ascribed thereto in the Registration Statement.

1.3.In connection with this opinion (this “Opinion”), we have —

1.3.1.examined an executed copy of:

1.3.1.1.the Registration Statement;

1.3.1.2.the form of the AngloGold Indenture included as Exhibit 4.1 to the Registration Statement;

1.3.1.3.the AngloGold Holdings Indenture dated 28 April 2010 included as Exhibit 4.2 to the Registration Statement (the “Holdings plc Indenture”);

1.3.1.4.the AngloGold Finance Indenture dated 22 September 2010 included as Exhibit 4.5 to the Registration Statement (the “Finance plc Indenture”);

1.3.1.5.the AngloGold Finance First Supplemental Indenture dated 22 September 2010 included as Exhibit 4.6 to the Registration Statement;

1.3.1.6.the AngloGold Finance Second Supplemental Indenture dated 18 October 2010 included as Exhibit 4.8 to the Registration Statement,

(the documents listed in paragraph 1.3.1.2 to paragraph 1.3.1.6 above being hereinafter referred to as the “Offering Documents”);

2

1.3.2.relied upon and examined —

1.3.2.1.a copy of:

1.3.2.1.1.an extract dated 22 May 2009, of the minutes of the meeting of the shareholders of AngloGold held on 15 May 2009, pursuant to which the board of directors of AngloGold is authorised to (i) issue such number of convertible bonds of AngloGold which may be converted into a maximum aggregate of 15,384,615 ordinary shares of R0.25 each in the issued share capital of AngloGold, or (ii) procure the issue, by a wholly-owned subsidiary of AngloGold, of such number of convertible bonds, guaranteed by AngloGold and which may be converted into a maximum aggregate of 15,384,615 ordinary shares of R0.25 each in the share capital of AngloGold;

1.3.2.1.2.an extract dated 12 July 2012, of the minutes of the meeting of the shareholders of AngloGold held on 16 November 2011, pursuant to which the board of directors of AngloGold is authorised to provide direct or indirect financial assistance to any related or inter-related company or corporation, in terms of sections 44 and/or 45 of the Companies Act, 2008 (the “Companies Act”);

1.3.2.1.3.the resolution of the board of directors of AngloGold dated 17 July 2012, pursuant to which (i) AngloGold is authorised to enter into the transactions contemplated by the Offering Documents, and (ii) the Authorised Persons (as defined therein) are authorised, on behalf of AngloGold, to negotiate and sign the Offering Documents and to act in connection with the Offering Documents;

1.3.2.2.an original list, dated 17 July 2012, of the names and specimen signatures of the Authorised Persons; and

1.3.2.3.a certificate, dated 17 July 2012, certifying a copy of all constitutive documents of AngloGold, including without limitation, the

3

Memorandum of Incorporation (previously the Memorandum and Articles of Association) of AngloGold, and AngloGold’s Certificate of Incorporation,

(the documents listed in paragraph 1.3.2 above hereinafter being referred to as the “Authorising Documents”);

1.3.3.relied upon and examined a copy of the report(s) produced by a search of the records of the Companies and Intellectual Property Commission (“CIPC”) carried out in respect of AngloGold on 16 July 2012.

2.OPINIONS

2.1.Based upon our examination of all the documents and information referred to in paragraph 1.3 above, and subject to the assumptions and qualifications set forth herein, it is our opinion that:

2.1.1.AngloGold is a limited liability company duly incorporated and validly existing under the laws of the Republic of South Africa (“South Africa”);

2.1.2.AngloGold has corporate power and authority to enter into and perform its obligations under the Offering Documents, has validly executed the Offering Documents to which it is a party and the execution and performance thereof has been duly authorised by all necessary action on the part of AngloGold and do not violate the applicable laws of South Africa now in effect;

2.1.3.the entering into the Offering Documents by AngloGold and the performance by AngloGold of its obligations thereunder do not and will not conflict with, or result in a breach of, any of the terms or provisions of any of AngloGold’s constitutive documents, including without limitation, the Memorandum of Incorporation of AngloGold;

2.1.4.the Authorised Persons that signed the Offering Documents on behalf of AngloGold are authorised by AngloGold to sign the Offering Documents and to act in connection with the Offering Documents;

2.1.5.the:

2.1.5.1.Offering Documents; and

2.1.5.2.Ordinary Shares, Debt Securities, Warrants, Rights and Guarantees, in each case subject to paragraphs 2.1.6 to 2.1.10 below, as the case may be,

4

constitute the legal, valid and binding obligations of AngloGold, enforceable against AngloGold in accordance with their terms, except as such enforcement may be limited by applicable insolvency, liquidation, business rescue, curatorship, reorganization or other similar laws affecting the enforcement of creditors’ rights generally;

2.1.6.when the Ordinary Shares to which the Registration Statement relates to have been (i) duly authorised, (ii) duly issued by the board of directors of AngloGold upon conversion or exchange, pursuant to the Offering Documents, and (iii) duly paid for, the Ordinary Shares will be duly and validly issued, fully paid and non-assessable;

2.1.7.when the Debt Securities of AngloGold to which the Registration Statement relates to have been (i) duly authorised, (ii) duly issued in accordance with the Offering Documents, and (iii) duly paid for, the Debt Securities will be duly and validly issued;

2.1.8.when the Warrants to which the Registration Statement relates to have been (i) duly authorised, (ii) duly issued, and (iii) duly paid for, the Warrants will be duly and validly issued;

2.1.9.when the Rights to which the Registration Statement relates to have been (i) duly authorised, (ii) duly issued (in respect of the certificates or book entry interests relating thereto), and (iii) duly paid for, the Rights will be duly and validly issued; and

2.1.10.when the Guarantees to which the Registration Statement relates to have been (i) duly authorised, and (ii) duly authenticated in accordance with the Offering Documents, the Guarantees will be duly and validly issued.

3.ASSUMPTIONS, RESERVATIONS AND QUALIFICATIONS

The opinions contained herein are subject to the following assumptions, reservations and qualifications (and those contained elsewhere in this Opinion):

3.1.The opinions contained herein are given as of the date hereof.  We express no opinion as to the laws of any jurisdiction other than the laws of South Africa.  This Opinion is limited to the laws and regulations in effect in South Africa on and as of the date of this Opinion and is given on the basis that it will be governed and construed in accordance with South African law applicable as at the date hereof.  No obligation is assumed to update this Opinion or to inform any person of any changes in South African law or other matters coming to our knowledge and occurring after the date hereof, which may affect this Opinion in any respect. This Opinion encompasses only the matters expressly dealt with herein and its ambit may not be extended by implication or otherwise to deal with or encompass any other matters.

5

3.2.This Opinion assumes (with your consent) in relation to the Offering Documents:

3.2.1.that the Ordinary Shares will be duly authorised, issued, and paid for or consideration thereon duly received by AngloGold, all in accordance with the Companies Act and the Memorandum of Incorporation of AngloGold;

3.2.2.that the term ‘non-assessable’, as contemplated in paragraph 2.1.6 above, means, for purposes of this Opinion, that the holder of the Ordinary Shares will not, solely because of its status as holder of an Ordinary Share, be liable, to AngloGold or the creditors of AngloGold, for any additional assessments or calls in respect of the Ordinary Shares;

3.2.3.that the Ordinary Shares, in respect of which the Warrants and/or the Rights contemplated in the Offering Documents relate to, will be duly authorised, issued, allotted and paid for, all in accordance with the relevant provisions of the Companies Act and the Memorandum of Incorporation of AngloGold;

3.2.4.that the Debt Securities of AngloGold, as contemplated in the Offering Documents, will be duly authorised, issued, and paid for, all in accordance with the relevant provisions of the Companies Act (if applicable) and the Memorandum of Incorporation of AngloGold;

3.2.5.that the Guarantees given by AngloGold, as contemplated in the Offering Documents, will be duly authorised, all in accordance with the relevant provisions of the Companies Act and the Memorandum of Incorporation of AngloGold;

3.2.6.that all legal and administrative formalities in relation to the issue of the Ordinary Shares, including, but not necessarily limited to, the endorsement, by the relevant authority, of the share certificates of the Ordinary Shares as “non-resident”, will be complied with;

3.2.7.the authenticity of each signatory’s signature to the Offering Documents;

3.2.8.the completeness and conformity to the copy of the Offering Documents supplied to us;

3.2.9.that the Offering Documents and/or Authorising Documents as reviewed by us have not been superseded, amended or novated in any respect;

3.2.10.that each of the parties to the Offering Documents (other than AngloGold) has, in accordance with the laws of the jurisdiction in which such party is incorporated —

3.2.10.1.the capacity, power and authority;

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3.2.10.2.fulfilled all internal authorisation procedures and applicable formalities; and

3.2.10.3.obtained all necessary agreements, consents, licenses or qualifications (whether as a matter of any law or regulation applicable to it or as a matter of any contract binding upon it),

to enter into the Offering Documents and to perform their respective obligations thereunder;

3.2.11.that none of the parties to the Offering Documents has adopted any resolution or taken any action that would affect in any respect any of the opinions expressed herein;

3.2.12.that all authorisations constituted by the resolutions referred to in paragraph 1.3.2.1 and the delegation of all authorities under and/or in respect thereof have been validly made and remain in full force and effect, the directors have been duly appointed, the meetings of directors or shareholders, as the case may be, were duly convened and held (where applicable) and all such resolutions have been duly passed and in respect of any board or shareholder resolutions, such resolutions have been duly passed in accordance with the provisions of the Companies Act;

3.2.13.that the board of directors of AngloGold is bona fide in its assessment of the reasonably foreseeable financial circumstances of AngloGold and the board of directors of AngloGold is satisfied that: (i) immediately after providing the contemplated financial assistance, AngloGold would satisfy “the solvency and liquidity test” (as defined in the Companies Act); and (ii) the terms under which the financial assistance is proposed to be given are fair and reasonable to AngloGold;

3.2.14.that all exchange control approvals will, when required, be obtained by AngloGold;

3.2.15.the copy of the Memorandum of Incorporation of AngloGold supplied to us was true, complete and up-to-date in all respects;

3.2.16.the transactions contemplated by and the obligations assumed under the Offering Documents are for the benefit of the parties thereto and that no person has been, or will be, engaged in conduct that is misleading or deceptive or likely to mislead or deceive in relation thereto;

3.2.17.that there are no provisions of the laws of any jurisdiction outside South Africa which invalidate the choice of New York law by the parties to the Offering Documents;

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3.2.18.that the Offering Documents are valid and binding on each party under the laws of any jurisdiction, other than South Africa;

3.2.19.that there are no agreements, documents or arrangements in existence between the parties to the Offering Documents which materially affect, amend or vary the terms of the transactions contemplated under the Offering Documents;

3.2.20.there are no provisions of the laws of any jurisdiction outside South Africa which would be contravened by the execution or delivery of the Offering Documents, and that, insofar as any obligation expressed to be incurred under the Offering Documents is to be performed in or is otherwise subject to the laws of any jurisdiction outside South Africa, its performance will not be illegal or ineffective by virtue of the laws of that jurisdiction;

3.2.21.that AngloGold is not insolvent or unable to pay its debts as they fall due and will not become insolvent or unable to pay its debts as they fall due as a result of its entry into the Offering Documents and performance of the transactions contemplated therein;

3.2.22.that none of the parties to the Offering Documents has taken any corporate action and no other steps have been taken and no legal proceedings have been started or threatened for the liquidation, winding up, sequestration or similar proceedings, as the case may be, in any relevant jurisdiction in respect of any of the parties to the Offering Documents;

3.2.23.the documents referred to in paragraph 1.3.2.3 were correctly certified as true copies of the original document, were complete in all respects and had not been superseded, amended or novated in any respect.

3.3.Any foreign judgment obtained in respect of the Offering Documents will, subject to the permission of the Minister of Economic Affairs (if the Protection of Businesses Act No. 99 of 1978 (the “Businesses Act”) is applicable) be recognised and enforced in accordance with the ordinary procedures applicable under South African law for the enforcement of foreign judgments; provided that:

3.3.1.the judgment is final and conclusive;

3.3.2.the recognition and enforcement of the judgment is not against public policy in that, among other things, the judgment was not obtained by fraud or rendered contrary to natural justice, and does not involve the enforcement of foreign penal or revenue laws;

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3.3.3.the recognition and enforcement of the judgment does not contravene section 1A of the Businesses Act, which prohibits the payment of multiple or punitive damages;

3.3.4.the foreign court in question had jurisdiction and international competence according to the principles recognised by the laws of South Africa and, in regard to these principles, and foreign judgments based on money claims, the courts of South Africa recognise jurisdiction and international competence on the basis of the submission, whether by agreement or by conduct, of the defendant to the jurisdiction of the foreign court or the residence of the defendant in the area of the foreign court at the time of the commencement of the action.

3.4.South Africa is a signatory to the New York Convention dated 10 June 1958, as has been recognised and enforced by the enactment of the Recognition and Enforcement of Foreign Arbitral Awards Act, 40 of 1977, which provides the mechanism for the enforcement of foreign arbitration awards in South Africa.  Any foreign arbitration award obtained in respect of the Offering Documents will, subject to the permission of the Minister of Economic Affairs (if the Businesses Act is applicable) be recognised and enforced in South Africa, provided that:

3.4.1.the relevant arbitration award is final and conclusive;

3.4.2.it is permissible in terms of South African law that the subject matter of the dispute concerned be governed by arbitration;

3.4.3.the arbitration award deals with a dispute contemplated by or falling within the provisions of the relevant reference to arbitration in the relevant arbitration agreement;

3.4.4.the recognition and enforcement of the arbitration award is not against public policy;

3.4.5.the constitution of the arbitration tribunal and the arbitration proceedings concerned were in accordance with the relevant arbitration agreement or in accordance with the laws of the country in which the arbitration proceedings took place;

3.4.6.the parties to the arbitration agreement had capacity to contract under the law applicable to them and the arbitration agreement is valid under the laws of the country to which the parties have subjected the arbitration agreement or where the arbitration award was made;

3.4.7.the party against whom the arbitration award is sought to be enforced received notice of the appointment of the arbitrator and of the arbitration proceedings concerned and was able to present its case at the arbitration proceedings.

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3.5.The South African courts will not apply a foreign law if —

3.5.1.it is not pleaded and proved; or

3.5.2.the selection of the foreign law was not bona fide and legal; or

3.5.3.to do so would be contrary to public policy.

3.6.In respect of any suit or action by any counterparty against AngloGold in South African courts, such counterparty, as a foreign plaintiff or perigrinus —

3.6.1.may be required in terms of South African law to deposit security for certain legal costs in respect of legal proceedings instituted in the courts of South Africa;

3.6.2.may not be required to provide security for certain legal costs if at the time of commencement of such suit or action, under South African law, such counterparty is considered to be a national of —

3.6.2.1.a contracting State of the Convention Relating to Civil Procedures made at the Hague on 1 March 1954, which convention has, at the time of commencement of such suit or action, been duly ratified by the national legislature of South Africa and adopted into South African law; or

3.6.2.2.a State that has entered into a bilateral treaty with South Africa that eliminates the requirement of security for such legal costs in respect of suits or actions between nationals of State parties to the bilateral treaty on a reciprocal basis, which bilateral treaty has, at the time of commencement of such suit or action, been duly ratified by the national legislature of South Africa and adopted into South African law.

3.7.As at the date hereof, South Africa has not ratified or adopted the Convention Relating to Civil Procedures made at the Hague on 1 March 1954 or the bilateral treaty contemplated in paragraph 3.6.2.2 above.

3.8.Any signature on the Offering Documents signed outside South Africa must be authenticated:

3.8.1.if signed in England, by a notary public in England; or

3.8.2.if elsewhere, in accordance with the Uniform Rules of Court (of South Africa),

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in order for the document to be received in the courts of South Africa unless the document is shown to the satisfaction of the court to have been actually signed by the person purporting to have signed such document.

3.9.Under South African law, a court will not accept a complete ouster of jurisdiction, although generally it recognises party autonomy and gives effect to a choice of law.  However, jurisdiction remains within the discretion of the court and a court may, in certain instances, assume jurisdiction provided there are sufficient jurisdictional connecting factors.  Similarly, the courts may, in rare instances, choose not to give effect to a choice of jurisdiction clause, if such choice is contrary to public policy.

3.10.It is uncertain under South African law whether the parties to a contract can agree in advance the governing law of claims connected with the contract but which are not claims under the contract, such as claims in delict (tort).

3.11.A South African court may determine, in its discretion, that the parties to the Offering Documents are able to amend it by oral agreement despite any provisions to the contrary.

3.12.South African company law is governed by statute and by common law.  The Companies Act and the regulations published under section 223 thereof have replaced the Companies Act, 1973 (Act No. 61 of 1973) (the “Old Companies Act”), except for Chapter 14 thereof, that deals with the winding-up of companies, in its entirety.  Absent a general body of case law and general practice, opinions given in respect of the Companies Act are given with reference to section 5 and 7 thereof that set out the purpose of the Companies Act and principles applicable to its interpretation and having regard to South African common law.

3.13.Winding-Up and Insolvency

3.13.1.In South African law, the winding-up, business rescue and judicial management of companies is regulated by both the Companies Act, the Old Companies Act and the Insolvency Act, 1936 (Act No. 24 of 1936) (the “Insolvency Act”).

3.13.2.The effect of the Companies Act, the Old Companies Act and the Insolvency Act (together with any other laws regulating the enforcement of creditors’ rights generally) is such that if the parties are subject to winding up or judicial management, then the parties may not have the power, capacity and authority to conclude the Offering Documents to which they are a party, as the power, capacity and authority of the parties may be limited or affected by bankruptcy, insolvency, reorganisation, moratorium, fraudulent conveyance and other similar laws (including constitutional laws and court decisions) including, without limitation, limitations introduced by way of equitable principles.

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3.13.3.The further effect of the Old Companies Act, the Companies Act and the Insolvency Act and any other laws regulating the enforcement of creditors’ rights generally is such that it may not be possible for the parties to enforce the rights conferred by the Offering Documents to the full extent therein contemplated as the enforceability of such Offering Documents may be limited or affected by bankruptcy, insolvency, reorganisation, moratorium, fraudulent conveyance and other similar laws (including court decisions) now or hereafter in effect, including without limitation, limitations introduced by way of equitable principles. Accordingly, as used in this Opinion, the term “enforceable” means that each of the obligations of AngloGold under the Offering Documents is of a type and form enforced by the courts of South Africa.  It is not certain, however, that each such obligation will be enforced in accordance with its terms in every circumstance, enforcement being subject to, among other things:

3.13.3.1.the laws affecting creditors’ rights generally including, but not limited to, insolvency laws;

3.13.3.2.the laws of prescription and set-off:  claims may become time-barred or may be or may become subject to defences of set-off or counterclaim;

3.13.3.3.where obligations are to be performed in a jurisdiction outside South Africa, they may not be enforceable in South Africa to the extent that performance would be illegal under the laws of the other jurisdiction or contrary to public policy in such other jurisdiction;

3.13.3.4.payment obligations that are contrary to the exchange control regulations of any country or economic union in whose currency the relevant amounts are payable may not be enforceable in South Africa;

3.13.3.5.enforcement may be limited to the extent that matters in respect of which it has been expressly assumed herein will be done, have not been done;

3.13.3.6.enforcement of obligations may be invalidated by reason of fraud, duress, misrepresentation, or undue influence;

3.13.3.7.matters of procedure upon enforcement of the Offering Documents will be governed by and determined in accordance with the law of the forum where such enforcement takes place;

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3.13.3.8.principles of equity and the doctrine of the South African courts in enforcing equitable remedies and principles of public policy.

3.13.4.In terms of the Old Companies Act, a company may be wound up (i) voluntarily (a creditors’ voluntary winding-up or a members’ voluntary winding up) by way of a special resolution of the members of the company or (ii) by the court by way of a court order.  Any report produced by a search of the records of CIPC will not reveal (i)  any special resolution which has been passed by the members of a company for a creditors’ or a members’ voluntary winding-up of the company which has not been registered with CIPC, (ii)  any order made by a court for the liquidation, winding-up or judicial management of a company of which CIPC has not been notified, or (iii)  any petition presented to a court for the liquidation, winding-up or judicial management of a company.  In regard to sub-paragraph (ii) it should be noted that there may be a delay of more than six months before an order made by a court for the liquidation, winding-up or judicial management of a company is notified to CIPC.

3.14.To the extent that any matter is expressed to be determined by future agreement or negotiation, the relevant provision may be unenforceable or void for uncertainty under South African law.

3.15.The effectiveness of any provision of any Offering Document which allows an invalid provision to be severed in order to save the remainder of such Offering Document will be determined by the South African courts in their discretion.

3.16.Any provision in the Offering Documents that a person shall not exercise a right or obligation conferred or imposed on that person by South African law, is subject to considerations of public policy. There is authority in South African law to indicate that persons may not contract in violation of South African law made for the benefit of the public.

3.17.South African courts may not enforce a provision of the Offering Documents that limits a fundamental constitutional right of a South African contract party. In determining the constitutional validity of contractual provisions, South African courts will have regard to (i) public policy considerations, including whether the contractual provision is fair and reasonable in content and with reference to its enforcement in the relevant circumstances; (ii) competing rights such as the common law right of freedom of contract; and (iii) the relative bargaining positions of the contract parties.

3.18.The Conventional Penalties Act No.15 of 1962 of South Africa provides (inter alia) that -

3.18.1.a creditor shall not be entitled to recover, in respect of an act or omission which is the subject of a penalty stipulation, both the penalty and damages or, except

13

where the relevant contract expressly so provides, to recover damages in lieu of the penalty; and

3.18.2.if upon the hearing of a claim for a penalty, it appears to the court that such penalty is out of proportion to the prejudice suffered by the creditor by reason of the act or omission in respect of which the penalty was stipulated, the court may reduce the penalty to such extent as it may consider equitable in the circumstances; provided that in determining the extent of such prejudice the court shall take into consideration not only the creditor’s proprietary interest but every other rightful interest which may be affected by the act or omission in question.

3.19.The power of a South African court to order specific performance of an obligation or to grant injunctive relief is discretionary and, accordingly, we express no opinion as to whether such remedies will be available in respect of any of the obligations of AngloGold under the Offering Documents.

3.20.Generally, certificates as evidence of indebtedness issued by a creditor to a debtor, or as to other facts, are under South African law, subject to enquiry and may accordingly not be valid or enforceable if expressed to be conclusive.

3.21.Provisions that a defaulting party will pay all of the innocent party’s legal costs of taking action are not enforced by the South African courts, and the general rules relating to party and party, attorney and client and attorney and own client costs are applied.

3.22.A determination, designation, calculation or certificate of any party to the Offering Documents, as to any matter provided for in the Offering Documents might, in certain circumstances, be held by the South African courts not to be final, conclusive or binding (for example, if it could be shown to have an arbitrary basis or not to have been reached in good faith) notwithstanding the provisions of the Offering Documents.

3.23.Where a party to the Offering Documents is vested with a discretion or may determine a matter in its opinion, the South African courts if called upon to consider the question may require that such discretion is exercised reasonably or that such opinion is based upon reasonable grounds.

3.24.The effectiveness of terms releasing or exculpating any party from, or limiting or excluding, a liability or duty otherwise owed, may be limited by law in South Africa.

3.25.Any claim that any counterparty may have against AngloGold arising out of or in connection with the Offering Documents will, under the laws of South Africa, prescribe after the expiry of a period of 3 (three) years from the date on which the cause of action in respect of such claim arose.

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3.26.Any provision that a person shall not exercise or perform a right or obligation conferred or imposed on that person by statute, is subject to considerations of public policy.

3.27.Except as explicitly stated herein, we give no opinion as to:

3.27.1.matters of fact;

3.27.2.any liability to any form of tax;

3.27.3.the applicability of any provision relating to competition law in South Africa;

3.27.4.the commercial desirability or reasonability of any of the terms of the Offering Documents or the transactions referred to therein;

3.27.5.the suitability or adequacy or correctness of the representations, warranties and undertakings of the Offering Documents;

3.27.6.the fulfilment of any of the conditions precedent in any of the Offering Documents;

3.27.7.whether AngloGold will be in a position to fulfil its obligations under the Offering Documents;

3.27.8.except with respect to paragraph 2.1.3, whether the acceptance, execution or performance of AngloGold’s obligations under the Offering Documents will result in the breach of or infringe any other agreement, deed or arrangement entered into by or binding on AngloGold; or

3.27.9.except with respect to paragraph 2.1.2, compliance by the parties with South African law in the performance of their obligations under, and implementation of, the Offering Documents.

3.28.The content of paragraph 1.3.3 is dependent on the integrity of the records and information systems of CIPC, which records and information systems are often incomplete and outdated. It is not possible to verify the accuracy of the search results referred to in paragraph 1.3.3 which we obtained from CIPC.

4.This Opinion is being furnished at the request of the Addressees, on the basis that this Opinion is required under item 601(b)(5) of Regulation S-K of the United States Securities Act of 1933, pursuant to the filing, with the Commission, of the Registration Statement.

5.This Opinion is intended solely for use in connection with the filing, with the Commission, of the Form F-3 Registration Statement and the issuance of securities subject to the Registration Statement, and is not to be relied upon for any other purpose.

6.We consent (the “Consent”) to (i) the filing of this Opinion with the Commission, as an exhibit to the Registration Statement, (ii) the references to this Opinion in the Registration Statement, and (iii) the references, in the Registration Statement under the section headed “Legal Matters”, to Edward

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Nathan Sonnenbergs Inc. (“ENS”). In giving this Consent, ENS does not admit or concede that it is within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, or the rules or regulations of the Commission promulgated there-under. ENS is a privately incorporated company of lawyers admitted to practice in South Africa, and (i) the lawyers of ENS are, for purposes of the Consent and/or this Opinion, not admitted in, (ii) ENS does not hold itself out as being experts on, and (iii) ENS does not express any opinion on, the law of any jurisdiction other than the laws of South Africa.

Yours faithfully

/s/ EDWARD NATHAN SONNENBERGS INC.

16

EX-5.3

Exhibit 5.3

Fort Anne, Douglas, Isle of Man IM1 5PD
Email: law@cains.com Web: www.cains.com
London:	One Love Lane, London EC2V 7JN
Singapore:	19th Floor, 6 Battery Road, Singapore 049909

Your Ref:		Please Respond To:	Richard Vanderplank
Our Ref:	RVV/nh/28359.0001/44	Direct Dial:	+44 1624 638316
Tel No:	+44 1624 638300	Email:	richard.vanderplank@cains.com
Fax No:	+44 1624 638333

AngloGold Ashanti Limited 17 July 2012

76 Jeppe Street

Newtown

Johannesburg, 2001

South Africa

AngloGold Ashanti Holdings plc

1st Floor

Atlantic House

4-8 Circular Road

Douglas

Isle of Man IM1 1AG

AngloGold Ashanti Holdings Finance plc

1st Floor

Atlantic House

4-8 Circular Road

Douglas

Isle of Man IM1 1AG

Dear Sirs,

AngloGold Ashanti Holdings plc (Company Registration No. 001177V) (“AGAH plc”) and AngloGold Ashanti Holdings Finance plc (Company Registration No. 002740V) (“AGAHF plc”) (the “Companies” and, each, a “Company”)

Preliminary

1.We have acted as Isle of Man legal advisers to the Companies and AngloGold Ashanti Limited (the “Guarantor”) in connection with the filing by the Companies and the Guarantor with the US Securities and Exchange Commission (the “Commission”) of a shelf registration statement on Form F-3 and the prospectus contained therein (the “Registration Statement”), covering the registration by each Company of Securities to be issued by that Company and guaranteed by the Guarantor, being each Company’s ultimate holding company.

2.The Securities are to be issued:

2.1by AGAH plc pursuant to an indenture dated as of 28 April 2010, as supplemented from time to time, between AGAH plc, the Guarantor and The Bank of New York Mellon as trustee; and

2.2by AGAHF plc pursuant to an indenture dated as of 22 September 2010, as

supplemented from time to time, between AGAHF plc, the Guarantor and The Bank of New York Mellon as trustee,

(the “Indentures” and, each, an “Indenture”).

3.In this opinion the expression “Securities” bears the same meaning as set out in each Indenture.

Documents Examined

4.For the purpose of giving this opinion we have examined copies of the following documents (but no others):

4.1the Registration Statement;

4.2the Indentures;

4.3the Memorandum and Articles of Association of each Company appearing on the file of that Company maintained by the Isle of Man Registrar of Companies (the “Registrar”) appointed pursuant to the Companies Act 2006 on 16 July 2012 (the “Search Date”);

4.4resolutions of the board of directors of AGAH plc passed on 20 April 2010 and 2 July 2012; and

4.5resolutions of the board of directors of AGAHF plc passed on 28 August 2009, 20 April 2010, 13 September 2010 and 2 July 2012.

For the purposes of this opinion, the resolutions listed at paragraphs 4.4 and 4.5 are together referred to as the “Resolutions”.

Searches

5.1On the Search Date, we procured a search of the file maintained by the Registrar in relation to each Company. Please note that our search only reflected documentation which had been processed by the Registrar and placed on such file and did not reflect matters which had been lodged for registration, but had not actually been placed on such file.

5.2On the Search Date, we also procured that an on-line search in respect of each Company be undertaken of the Court Indices via the General Registry website in the Isle of Man. However, we would ask you to note that the search cannot be relied upon as the Court Indices are updated less than once a week. In spite of its deficiencies, a search of the Court Indices is the only means of checking whether or not an individual or entity is a party to litigation in the Isle of Man.

Isle of Man Law

6.1.This opinion is given only with respect to the currently applicable laws of the Isle of Man and is given on the basis that it will be governed by and construed in accordance with such laws.

6.2We have made no investigation of the laws of any jurisdiction other than the Isle of Man and neither express nor imply any opinion as to any other laws and in particular

2

the laws of the State of New York and the laws of the United States of America and South Africa.

Assumptions

7.For the purposes of giving this legal opinion, we have assumed:

7.1the genuineness of all signatures; the capacity of all signatories; the authenticity and completeness of all documents submitted to us as copies; and the correctness of all facts stated in and representations made in the documents examined by us;

7.2that we have been provided with copies or originals of all documents which are relevant to the transactions governed by, or referred to in, the Indentures or which might affect the opinions expressed in this letter;

7.3that each party to each Indenture, other than the relevant Company, is duly organised and validly existing and that each has and will have full capacity, power and authority and all necessary regulatory and other approvals, exemptions, licences and authorisations to execute, deliver and perform each of its obligations under such Indenture;

7.4that no provisions of the laws of any jurisdiction outside the Isle of Man are or would be contravened by the execution or delivery of the Indentures and the offer or issue of the Securities;

7.5that, insofar as any obligation under either of the Indentures falls to be performed in any jurisdiction outside the Isle of Man, its performance would not be unlawful by virtue of the laws of that jurisdiction;

7.6that no laws (other than of the Isle of Man) which may apply with respect to the Securities, the Indentures or the transactions and matters contemplated thereby would be such as to affect any of the opinions stated herein;

7.7that each of the Indentures is, and the terms of the Securities will be, valid, binding and effective and impose valid, legally binding and enforceable duties and liabilities on the parties thereto in accordance with their terms under the laws by which they are expressed to be governed and any other applicable law (excluding the laws of the Isle of Man);

7.8that, as at the Search Date, the file maintained by the Registrar in relation to each Company accurately and completely recorded and reflected all resolutions passed and other actions or events in relation to that Company or any other party to deliver forms or documents to the Registrar;

7.9that the Resolutions have not been varied, amended or revoked and remain in full force and effect at the date of this letter;

7.10that the form or forms of the Securities to be issued by the relevant Company and the final terms thereof will be approved and such Securities will be authorised for issue by all necessary corporate action taken on behalf of such Company and in accordance with the terms of the relevant Indenture, and that such Securities will be

3

duly executed, authenticated, issued and delivered against payment therefor in accordance with such corporate action and the terms of the relevant Indenture;

7.11that the directors of each Company are and will be acting bona fide in the best interests of that Company; and

7.12that there are no vitiating factors of which we are unaware such as fraud, undue influence or duress, which might affect the opinions expressed in this letter.

Opinion

8.On the basis of the above assumptions and subject to any matters not disclosed to us and to the qualifications set out below, we are of the opinion that:-

Status

8.1Each Company is a company limited by shares duly incorporated and validly existing under the laws of the Isle of Man and possesses the capacity to sue and be sued in its own name.

No Liquidator or Receiver

8.2As far as was shown on the Search Date on the file of each Company maintained at the Registrar no steps have been or are being taken to appoint a receiver, liquidator or analogous person or body over or to wind up or dissolve that Company or to take analogous action.  However, please note the contents of paragraph 5.

Capacity

8.3Each Company has the corporate capacity to execute, deliver and perform its obligations under the Indenture to which it is a party and to issue its Securities and perform its obligations in respect thereof.

Authority

8.4Each Company has passed all necessary resolutions and taken all necessary corporate action to authorise the execution, delivery and performance of the Indenture to which it is a party.

Due Execution

8.5Each Indenture has been duly executed and delivered by a duly authorised signatory of the Company which is a party thereto.

No Violation

8.6The entry into and performance of the Indenture to which each Company is a party and the issue and performance of the Securities by that Company will not violate the laws of the Isle of Man or the Memorandum and Articles of Association of the relevant Company.

Valid and Binding Obligations

8.7The Securities will constitute, and each Indenture constitutes, legal, valid and binding

4

obligations of the Company which is the issuer thereof and the party thereto under the laws of the Isle of Man.

Qualification

9.References herein to the obligations of a Company being legal, valid and binding upon it should be construed to mean that such obligations are of a nature generally considered to be legal, valid and binding by the Isle of Man courts as a matter of Isle of Man law.  Our opinion as to the validity and enforceability of the Indentures and the Securities is subject to applicable laws relating to bankruptcy, insolvency, liquidation, reorganisation, moratorium, fraudulent transfer and other similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity; enforceability may depend upon the particular factual circumstances; enforcement may depend upon the exercise of suitable discretion by the Isle of Man courts; and claims may become barred under the Limitation Act 1984 (as amended) or be subject to set-off or counterclaim.

Reliance

10.This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the United States Securities Act of 1933.

11.We consent to the filing of this opinion with the Commission as an Exhibit to the Form F-3 Registration Statement, and to the references to this opinion therein and to the references to us under the heading “Legal Matters” in the Form F-3 Registration Statement.  In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933, or the rules or regulations of the Commission promulgated thereunder.

Yours faithfully,

/s/ Cains Advocates Limited

5

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in this Registration Statement (Form F-3) and related Prospectus of AngloGold Ashanti Limited (the “Company”), AngloGold Ashanti Holdings plc and AngloGold Ashanti Holdings Finance plc for the registration by the Company of its debt securities, guarantees, ordinary shares, and warrants and rights to purchase its ordinary shares, and by each of AngloGold Ashanti Holdings plc and AngloGold Ashanti Holdings Finance plc of their respective debt securities and to the incorporation by reference therein of our reports dated April 23, 2012, with respect to the consolidated financial statements of the Company, and the effectiveness of internal control over financial reporting of the Company, included in its Annual Report (Form 20-F) for the year ended December 31, 2011, filed with the Securities and Exchange Commission on April 23, 2012.

/s/ Ernst & Young Incorporated

Ernst & Young Incorporated
Registered Auditor

Johannesburg, Republic of South Africa

July 17, 2012

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated May 26, 2011, with respect to the balance sheet of Societe d’Exploitation des Mines d’Or de Sadiola S.A. as of December 31, 2010, and the related statement of income, changes in stockholders’ equity and cash flows for the year then ended, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the Registration Statement (Form F-3) and related prospectus.

/s/ KPMG Inc.

KPMG Inc.
Registered Auditor

Bloemfontein, South Africa
July 12, 2012

EX-25.1

Exhibit 25.1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) o

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

New York (Jurisdiction of incorporation if not a U.S. national bank)	13-5160382 (I.R.S. employer identification no.)
One Wall Street, New York, N.Y. (Address of principal executive offices)	10286 (Zip code)

AngloGold Ashanti Limited

(Exact name of obligor as specified in its charter)

The Republic of South Africa (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
76 Jeppe Streeet Newtown, Johannesburg, 2001 (PO Box 62117, Marshalltown, 2107) South Africa (Address of principal executive offices)	(Zip code)

Debt Securities

(Title of the indenture securities)

1.General information.  Furnish the following information as to the Trustee:

(a)Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, N.Y. 10005

(b)Whether it is authorized to exercise corporate trust powers.

Yes.

2.Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

4.A copy of the existing By-laws of the Trustee.  (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).

2

6.The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).

7.A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

3

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 26th day of June, 2012.

THE BANK OF NEW YORK MELLON
By:	/s/ Joellen McNamara
	Name:	Joellen McNamara
	Title:	Senior Associate

4

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2012, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	3,021,000
Interest-bearing balances	88,872,000
Securities:
Held-to-maturity securities	4,819,000
Available-for-sale securities	79,781,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices	11,000
Securities purchased under agreements toresell	719,000
Loans and lease financing receivables:
Loans and leases held for sale	9,000
Loans and leases, net of unearned income	25,163,000
LESS: Allowance for loan and lease losses	342,000
Loans and leases, net of unearned income and allowance	24,821,000
Trading assets	4,149,000
Premises and fixed assets (including capitalized leases)	1,243,000
Other real estate owned	13,000
Investments in unconsolidated subsidiaries and associated companies	996,000
Direct and indirect investments in real estate ventures	0
Intangible assets:
Goodwill	6,449,000
Other intangible assets	1,575,000
Other assets	13,237,000
Total assets	229,715,000

LIABILITIES
Deposits:
In domestic offices	94,919,000
Noninterest-bearing	60,836,000
Interest-bearing	34,083,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs	92,686,000
Noninterest-bearing	3,607,000
Interest-bearing	89,079,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domesticoffices	2,367,000
Securities sold under agreements torepurchase	1,171,000
Trading liabilities	5,723,000
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)	3,138,000
Not applicable
Not applicable
Subordinated notes and debentures	3,505,000
Other liabilities	7,275,000
Total liabilities	210,784,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,135,000
Surplus (exclude all surplus related to preferred stock)	9,658,000
Retained earnings	8,773,000
Accumulated other comprehensive income	-985,000
Other equity capital components	0
Total bank equity capital	18,581,000
Noncontrolling (minority) interests in consolidated subsidiaries	350,000
Total equity capital	18,931,000
Total liabilities and equity capital	229,715,000

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Gerald L. Hassell
Catherine A. Rein
Michael J. Kowalski Directors

EX-25.2

Exhibit 25.2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) o

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

New York (Jurisdiction of incorporation if not a U.S. national bank)	13-5160382 (I.R.S. employer identification no.)
One Wall Street, New York, N.Y. (Address of principal executive offices)	10286 (Zip code)

AngloGold Ashanti Holdings plc

(Exact name of obligor as specified in its charter)

The Isle of Man (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
1st Floor, Atlantic House 4-8 Circular Road Douglas, Isle of Man, IM1 1AG (Address of principal executive offices)	(Zip code)

AngloGold Ashanti Limited

(Exact name of obligor as specified in its charter)

The Republic of South Africa (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
76 Jeppe Streeet Newtown, Johannesburg, 2001 (PO Box 62117, Marshalltown, 2107) South Africa (Address of principal executive offices)	(Zip code)

Debt Securities and
Guarantees of Debt Securities
(Title of the indenture securities)

1.General information.  Furnish the following information as to the Trustee:

(a)Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, N.Y. 10005

(b)Whether it is authorized to exercise corporate trust powers.

Yes.

2.Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

2

4.A copy of the existing By-laws of the Trustee.  (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).

6.The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).

7.A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

3

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 26th day of June, 2012.

THE BANK OF NEW YORK MELLON
By:	/s/ Joellen McNamara
	Name:	Joellen McNamara
	Title:	Senior Associate

4

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2012, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	3,021,000
Interest-bearing balances	88,872,000
Securities:
Held-to-maturity securities	4,819,000
Available-for-sale securities	79,781,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices	11,000
Securities purchased under agreements toresell	719,000
Loans and lease financing receivables:
Loans and leases held for sale	9,000
Loans and leases, net of unearned income	25,163,000
LESS: Allowance for loan and lease losses	342,000
Loans and leases, net of unearned income and allowance	24,821,000
Trading assets	4,149,000
Premises and fixed assets (including capitalized leases)	1,243,000
Other real estate owned	13,000
Investments in unconsolidated subsidiaries and associated companies	996,000
Direct and indirect investments in real estate ventures	0
Intangible assets:
Goodwill	6,449,000
Other intangible assets	1,575,000
Other assets	13,237,000
Total assets	229,715,000

LIABILITIES
Deposits:
In domestic offices	94,919,000
Noninterest-bearing	60,836,000
Interest-bearing	34,083,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs	92,686,000
Noninterest-bearing	3,607,000
Interest-bearing	89,079,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domesticoffices	2,367,000
Securities sold under agreements torepurchase	1,171,000
Trading liabilities	5,723,000
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)	3,138,000
Not applicable
Not applicable
Subordinated notes and debentures	3,505,000
Other liabilities	7,275,000
Total liabilities	210,784,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,135,000
Surplus (exclude all surplus related to preferred stock)	9,658,000
Retained earnings	8,773,000
Accumulated other comprehensive income	-985,000
Other equity capital components	0
Total bank equity capital	18,581,000
Noncontrolling (minority) interests in consolidated subsidiaries	350,000
Total equity capital	18,931,000
Total liabilities and equity capital	229,715,000

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Gerald L. Hassell
Catherine A. Rein
Michael J. Kowalski Directors

EX-25.3

Exhibit 25.3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) o

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

New York	13-5160382
(Jurisdiction of incorporation	(I.R.S. employer
if not a U.S. national bank)	identification no.)
One Wall Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)

AngloGold Ashanti Holdings Finance plc

(Exact name of obligor as specified in its charter)

The Isle of Man	Not Applicable
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
1st Floor, Atlantic House
4-8 Circular Road
Douglas, Isle of Man, IM1 1AG
(Address of principal executive offices)	(Zip code)

AngloGold Ashanti Limited

(Exact name of obligor as specified in its charter)

The Republic of South Africa (State or other jurisdiction of incorporation or organization)	Not Applicable (I.R.S. employer identification no.)
76 Jeppe Streeet Newtown, Johannesburg, 2001 (PO Box 62117, Marshalltown, 2107) South Africa (Address of principal executive offices)	(Zip code)

Debt Securities and
Guarantees of Debt Securities
(Title of the indenture securities)

1.General information.  Furnish the following information as to the Trustee:

(a)Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, N.Y. 10005

(b)Whether it is authorized to exercise corporate trust powers.

Yes.

2.Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

2

4.A copy of the existing By-laws of the Trustee.  (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).

6.The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).

7.A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

3

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 26th day of June, 2012.

THE BANK OF NEW YORK MELLON
By:	/s/ Joellen McNamara
	Name:	Joellen McNamara
	Title:	Senior Associate

4

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2012, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	3,021,000
Interest-bearing balances	88,872,000
Securities:
Held-to-maturity securities	4,819,000
Available-for-sale securities	79,781,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices	11,000
Securities purchased under agreements toresell	719,000
Loans and lease financing receivables:
Loans and leases held for sale	9,000
Loans and leases, net of unearned income	25,163,000
LESS: Allowance for loan and lease losses	342,000
Loans and leases, net of unearned income and allowance	24,821,000
Trading assets	4,149,000
Premises and fixed assets (including capitalized leases)	1,243,000
Other real estate owned	13,000
Investments in unconsolidated subsidiaries and associated companies	996,000
Direct and indirect investments in real estate ventures	0
Intangible assets:
Goodwill	6,449,000
Other intangible assets	1,575,000
Other assets	13,237,000
Total assets	229,715,000

LIABILITIES
Deposits:
In domestic offices	94,919,000
Noninterest-bearing	60,836,000
Interest-bearing	34,083,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs	92,686,000
Noninterest-bearing	3,607,000
Interest-bearing	89,079,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domesticoffices	2,367,000
Securities sold under agreements torepurchase	1,171,000
Trading liabilities	5,723,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)	3,138,000
Not applicable
Not applicable
Subordinated notes and debentures	3,505,000
Other liabilities	7,275,000
Total liabilities	210,784,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,135,000
Surplus (exclude all surplus related to preferred stock)	9,658,000
Retained earnings	8,773,000
Accumulated other comprehensive income	-985,000
Other equity capital components	0
Total bank equity capital	18,581,000
Noncontrolling (minority) interests in consolidated subsidiaries	350,000
Total equity capital	18,931,000
Total liabilities and equity capital	229,715,000

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Gerald L. Hassell
Catherine A. Rein
Michael J. Kowalski Directors

EX-99.1

Exhibit 99.1

CONFORMED COPY

Dated 22 May 2009

ANGLOGOLD ASHANTI HOLDINGS FINANCE PLC

and

ANGLOGOLD ASHANTI LIMITED

and

THE LAW DEBENTURE TRUST CORPORATION p.l.c.

TRUST DEED

constituting
U.S.$732,500,000 3.50 per cent. Guaranteed
Convertible Bonds due 2014

Guaranteed by
ANGLOGOLD ASHANTI LIMITED
and convertible into
American Depositary Shares representing Shares in
ANGLOGOLD ASHANTI LIMITED

Linklaters

Ref: KJT/PDXS/LTCT
Linklaters LLP

This Trust Deed is made on 22 May 2009 between:

(1)ANGLOGOLD ASHANTI HOLDINGS FINANCE PLC (the “Issuer”) whose registered office is at 1st Floor, Atlantic House, 4-8 Circular Road, Douglas, Isle of Man, IM1 1AG;

(2)ANGLOGOLD ASHANTI LIMITED (the “Guarantor”) whose registered office is at 76 Jeppe Street, Newtown, Johannesburg, 2001 (PO Box 62117, Marshalltown, 2107), South Africa; and

(3)THE LAW DEBENTURE TRUST CORPORATION p.l.c. whose registered office is at Fifth Floor, 100 Wood Street, London EC2V 7EX (the “Trustee”, which expression shall, where the context so admits, include all persons for the time being the trustee or trustees of this Trust Deed).

Whereas:

(A)The Issuer, incorporated with limited liability in the Isle of Man, has by a resolution of its Board of Directors passed on 6 April 2009 authorised the issue of the Bonds (as defined in Clause 1.1 below) to be constituted by this Trust Deed.

(B)The Guarantor, incorporated with limited liability in the Republic of South Africa, has by a resolution of its Board of Directors passed on 6 April 2009 resolved to give the guarantee of the Bonds upon and subject to the terms and conditions set out below.

(C)The Trustee has agreed to act as trustee of this Trust Deed on the following terms and conditions.

Now this Deed witnesses and it is hereby agreed and declared as follows:

1Interpretation

1.1.Definitions

The following expressions shall have the following meanings:

“ADS” means the Unrestricted ADSs and/or the Restricted ADSs, as the case may be;

“Agents” means, in relation to the Bonds, the Paying, Transfer and Conversion Agents and the Registrar and, in relation to any Further Bonds, means any agent appointed in relation to them;

“Auditors” means the auditors for the time being of the Guarantor or, if they are unable or unwilling to carry out any action requested of them under this Trust Deed, such other firm of accountants as may be nominated or approved in writing by the Trustee for the purpose;

“Bondholder” and “holder” means the person in whose name a Bond is registered in the Register (as defined in Condition 4(a));

“Bonds” means the U.S.$732,500,000 3.50 per cent. Guaranteed Convertible Bonds due 2014 constituted by this Trust Deed and for the time being outstanding and/or as the context may require any Further Bonds;

“Clearstream, Luxembourg” means Clearstream Banking, société anonyme;

“Closing Date” means 22 May 2009;

1

“Conditions” means, in relation to the Bonds, the terms and conditions set out in Schedule 4 and, with respect to any Further Bonds, the terms and conditions set out in a schedule to the supplemental trust deed constituting such Further Bonds as any of the same may from time to time be modified in accordance with the provisions thereof and/or of this Trust Deed, and references in this Trust Deed to a particular numbered Condition shall, in relation to the Bonds, be construed accordingly and shall, in relation to any Further Bonds, be construed as a reference to the provision (if any) in the conditions thereof which corresponds to the particular Condition of the Bonds;

“Conversion Date” has the meaning specified in Condition 6(i);

“Distribution Compliance Period” means the period ending 40 days after the later of the commencement of the offering of the Bonds and the Closing Date;

“DTC” means The Depository Trust Company;

“Euroclear” means Euroclear Bank S.A./N.V.;

“Event of Default” means any of the events described in Condition 10;

“Extraordinary Resolution” has the meaning set out in the Conditions;

“Further Bonds” means any further bonds, notes or debentures issued in accordance with the provisions of Clause 6 and constituted by a deed supplemental to this Trust Deed;

“Global Bond” means the Regulation S Global Bond or the Rule 144A Global Bond, as applicable (and “Global Bonds” shall be construed accordingly);

“Guarantee” means the guarantee and indemnity of the Guarantor set out in Clause 3;

“Interest Payment Date” has the meaning provided in Condition 5(a);

“outstanding” means, in relation to the Bonds, all the Bonds issued other than (a) those which have been redeemed, (b) those in respect of which Conversion Rights have been exercised and the Issuer’s or, as the case may be, the Guarantor’s obligations in relation thereto have been duly performed, (c) those in respect of which the date for redemption in accordance with the Conditions has occurred and the redemption moneys (including all interest accrued on such Bonds to the date for such redemption and any interest payable under Condition 5 after such date) have been duly paid to the relevant Bondholder or on its behalf or to the Trustee or to the Principal Paying, Transfer and Conversion Agent as provided in Clause 2 and remain available for payment against presentation and surrender of Bonds, (d) those which have become void or those in respect of which claims have become prescribed under Condition 12, (e) those mutilated or defaced Bonds which have been surrendered in exchange for replacement Bonds pursuant to Condition 13, (f) (for the purpose only of determining how many Bonds are outstanding and without prejudice to their status for any other purpose) those Bonds alleged to have been lost, stolen or destroyed and in respect of which replacement Bonds have been issued pursuant to Condition 13, (g) those which have been purchased and cancelled as provided in Condition 7, (h) any Global Bond to the extent that it shall have been exchanged for interests in another Global Bond and any Global Bond to the extent that it shall have been exchanged for definitive registered Bonds pursuant to its provisions; provided that for the purposes of (i) ascertaining the right to attend and vote at any meeting of the Bondholders, (ii) the determination of how many Bonds are outstanding for the purposes of Conditions 10, 14 and 15 and Schedule 3 and (iii) the exercise of any discretion, power or authority which the Trustee is required, expressly or impliedly, to exercise in or by reference to the interests of the Bondholders, those Bonds (if any) which

2

are beneficially held by, or are held on behalf of, the Issuer or the Guarantor or any Subsidiary of the Guarantor and not yet cancelled shall be deemed not to remain outstanding. For the avoidance of doubt, where Conversion Rights are exercised in respect of a Bond where the relevant Conversion Date falls on or after a Record Date in respect of an Interest Payment Date, such Bond shall be treated as outstanding solely for the purposes of Condition 5(b) (and shall not be deemed to be outstanding for the purposes of this definition);

“Paying, Transfer and Conversion Agency Agreement” means, in relation to the Bonds, the Paying, Transfer and Conversion Agency Agreement dated 22 May 2009, as amended from time to time, between the issuer, the Guarantor, the Trustee, the Paying, Transfer and Conversion Agents and the Registrar whereby the initial Paying, Transfer and Conversion Agents and the Registrar were appointed in relation to the Bonds together with any agreement for the time being in force amending or modifying with the approval of the Trustee the aforesaid agreement;

“Paying, Transfer and Conversion Agent” means, in relation to the Bonds, The Bank of New York Mellon, acting through its London branch at its specified office, in its capacity as Paying, Transfer and Conversion Agent (in respect of the Bonds) and, in relation to any Further Bonds, the Paying, Transfer and Conversion Agent appointed in respect of such Further Bonds and in each case any Successor Paying, Transfer and Conversion Agent;

“Potential Event of Default” means an event or circumstance which could, with the giving of notice, lapse of time, issue of a certificate and/or the fulfilment of any other requirement provided for in Condition 10, become an Event of Default;

“Principal Paying, Transfer and Conversion Agent” means, in relation to the Bonds, The Bank of New York Mellon at its specified office, in its capacity as Principal Paying, Transfer and Conversion Agent (in respect of the Bonds) and, in relation to any Further Bonds, the Principal Paying, Transfer and Conversion Agent appointed in respect of such Further Bonds and in each case any Successor Principal Paying, Transfer and Conversion Agent;

“Registrar” means, in relation to the Bonds, The Bank of New York Mellon at its specified office in New York or any successor Registrar appointed under the Paying, Transfer and Conversion Agreement and, in relation to any Further Bonds which are or may be in registered form, such institution as shall be appointed Registrar for such Further Bonds;

“Regulation S Global Bond” means the global bond representing Bonds sold to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act, in the form or substantially in the form set out in Schedule 2 Part I;

“Regulation S Legend” means the transfer restriction legend set out in the Regulation S Global Bond and any definitive Bond issued in respect thereof at any time prior to the expiry of the Distribution Compliance Period;

“Restricted ADS” means an American Depositary Share issued under the Restricted Deposit Agreement representing Shares that are “restricted securities” within the meaning of Rule 144(a)(3) of the Securities Act (with each Restricted ADS as at the date hereof representing one Share);

“Rule 144A Global Bond” means the global bond representing Bonds sold in the United States in reliance on Rule 144A under the Securities Act, in the form or substantially in the form set out in Schedule 2 Part II;

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“Rule 144A Legend” means the transfer restriction legend set out in the Rule 144A Global Bond and any definitive Bonds issued in respect thereof;

“Securities Act” means the United States Securities Act of 1933, as amended;

“SGX-ST” means the Singapore Exchange Securities Trading Limited;

“Shares” means ordinary shares in the capital of the Guarantor having as at the date hereof a par value of ZAR 0.25 each;

“specified office” means, in relation to any Agent, either the office identified with its name at the end of the Conditions or any other office approved by the Trustee and notified to the Bondholders pursuant to Clause 10.10 and Condition 17;

“Successor” means, in relation to the Agents, such other or further person as may from time to time be appointed by the Issuer and/or the Guarantor as an Agent with the written approval of, and on terms approved in writing by, the Trustee and notice of whose appointment is given to Bondholders pursuant to Clause 10.10 and Condition 17;

“this Trust Deed” means this Trust Deed, the Schedules (as from time to time altered in accordance with this Trust Deed) and any other document executed in accordance with this Trust Deed (as from time to time so altered) and expressed to be supplemental to this Trust Deed;

“trust corporation” means a trust corporation (as defined in the Law of Property Act 1925) or a corporation entitled to act as a trustee pursuant to applicable foreign legislation relating to trustees; and

“Unrestricted ADS” means an American Depositary Share issued under the Unrestricted Deposit Agreement representing Shares that are not “restricted securities” within the meaning of Rule 144(a)(3) of the Securities Act (with each Unrestricted ADS as at the date hereof representing one Share).

1.2.Construction of Certain References

References to:

1.2.1costs, charges, remuneration or expenses shall include any amount in respect of value added tax, turnover tax or similar tax charged in respect thereof;

1.2.2“pounds”, “pounds sterling”, “sterling”, “€” and “p” shall be construed as references to the lawful currency for the time being of the United Kingdom;

1.2.3“U.S. dollars” and “U.S.$” are references to the lawful currency for the time being of the United States of America;

1.2.4“Rand”, “R” and “ZAR” are references for the lawful currency for the time being of the Republic of South Africa;

1.2.5References to “principal” include any applicable premium;

1.2.6any action, remedy or method of judicial proceedings for the enforcement of rights of creditors shall include, in respect of any jurisdiction other than England and Wales, references to such action, remedy or method of judicial proceedings for the enforcement of rights of creditors available or appropriate in such jurisdiction as shall most nearly approximate thereto and any other similar, analogous or corresponding event under the insolvency laws of any applicable jurisdiction;

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1.2.7words denoting the singular number only shall include the plural number also and vice versa;

1.2.8words denoting one gender only shall include the other gender;

1.2.9words denoting persons only shall include firms and corporations and vice versa;

1.2.10any provision of any statute shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made thereunder or under such modification or re-enactment;

1.2.11a bank or an investment bank may include Barclays Bank PLC, Morgan Stanley & Co. Incorporated or Standard Chartered Bank; and

1.2.12“approval not to be unreasonably withheld” or like references mean, in relation to the Trustee, that, in determining whether to give such approval, the Trustee shall have regard to the interests of the Bondholders only and any determination as to whether or not its approval is unreasonably withheld shall be made on that basis.

1.3.Conditions

Words and expressions defined in the Conditions and not defined in the main body of this Trust Deed shall when used in this Trust Deed have the same meanings as are given to them in the Conditions.

1.4.Headings

Headings shall be ignored in construing this Trust Deed.

1.5.Schedules

The Schedules are part of this Trust Deed and shall have effect accordingly.

1.6.Enforceability

If at any time any provision of this Trust Deed is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Trust Deed nor the legality, invalidity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby.

2Amount of the Bonds and Covenant to Pay

2.1.Amount of the Bonds

The aggregate principal amount of the Bonds is limited to an amount not exceeding U.S.$732,500,000. Such amount of Bonds include those being issued in respect of the option granted to the Managers under the Subscription Agreement dated 18 May 2009 between the Issuer, the Guarantor and the Managers named therein relating to the issue and subscription of the Bonds.

2.2.Covenant to Pay

The Issuer will, on any date when the Bonds or any of them become due to be redeemed in accordance with this Trust Deed or the Conditions, unconditionally pay to or to the order of the Trustee in U.S. dollars in New York City in same day funds the principal amount of the Bonds becoming due for redemption on that date (together with interest, if

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any, in accordance with the Conditions) and will (subject to the Conditions) until such payment (both before and after judgment) unconditionally pay or procure to be paid to or to the order of the Trustee as aforesaid interest on the aggregate principal amount of the Bonds outstanding as set out in Condition 5 provided that (1) every payment of any sum due in respect of the Bonds made to or to the account of the Principal Paying, Transfer and Conversion Agent as provided in the Paying, Transfer and Conversion Agency Agreement shall, to such extent, satisfy such obligation except to the extent that there is failure in its subsequent payment to the relevant Bondholders and (2) in the event that (following, if so required, due presentation of a Bond) upon redemption, payment of the aggregate principal amount is improperly withheld or refused such Bond will continue to bear interest as aforesaid until the day after the Bondholders have been or are deemed to have been notified of receipt by the Trustee or the Principal Paying, Transfer and Conversion Agent of all sums due in respect of the Bonds up to that day (except to the extent that there is a failure in the subsequent payment to the relevant holders under the Conditions). The Trustee will hold the benefit of this covenant on trust for the Bondholders.

2.3.Discharge

Subject to Clause 2.4, any payment to be made in respect of the Bonds by the Issuer, the Guarantor or the Trustee may be made as provided in the Conditions and any payment so made will (subject to Clause 2.4) to such extent be a good discharge to the Issuer, the Guarantor or the Trustee, as the case may be.

2.4.Payment after Default

2.4.1At any time after a Potential Event of Default or an Event of Default has occurred and (other than in the case of the events referred to in Condition 10(a)) is continuing, the Trustee may:

(i)by notice in writing to the Issuer, the Guarantor and the Agents, require the Agents, until notified by the Trustee to the contrary, so far as permitted by any applicable law:

(a)to act thereafter as Agents of the Trustee under this Trust Deed and the Bonds on the terms of the Paying, Transfer and Conversion Agency Agreement (with consequential amendments as necessary and except that the Trustee’s liability for the indemnification, remuneration and all other out-of-pocket expenses of the Agents will be limited to the amounts for the time being held by the Trustee in respect of the Bonds on the terms of this Trust Deed) and thereafter to hold all Bonds and all moneys, documents and records held by them in respect of Bonds to the order of the Trustee; or

(b)to deliver all Bonds, moneys, documents and records held by them in respect of the Bonds and, if the Trustee so directs in such notice or subsequently so directs, the relevant Shares and ADSs, to the Trustee or as the Trustee directs provided that such notice shall be deemed not to apply to any documents or records which the relevant Agent is obliged not to release by any law or regulation; and

(ii)by notice in writing to the Issuer or, where applicable, the Guarantor require it to make all subsequent payments in respect of the Bonds to or to the order of the Trustee and not to the Principal Paying, Transfer and Conversion Agent. With effect from the issue of any such notice to the

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Issuer or, where applicable, the Guarantor and until such time as the notice is withdrawn, proviso (1) to Clause 2.2 shall not apply.

3Guarantee and Indemnity

3.1.Guarantee

The Guarantor unconditionally and irrevocably guarantees that if the Issuer does not pay any sum payable by it under this Trust Deed or the Bonds by the time and on the date specified for such payment (whether on the normal due date, on acceleration or otherwise) the Guarantor will pay that sum to or to the order of the Trustee, in the manner provided in Clause 2.2 (or if in respect of sums due under Clause 11, in London in pounds sterling in immediately available funds) before close of business on that date in the city to which payment or delivery is so to be made. Clause 2.2 will apply (with consequential amendments as necessary) to such payments other than those in respect of sums due under Clause 11.

3.2.Guarantor as Principal Debtor

As between the Guarantor and the Trustee and the Bondholders but without affecting the Issuer’s obligations, the Guarantor will be liable under this Clause as if it were the sole principal debtor and not merely a surety. Accordingly, it will not be discharged, nor will its liability be affected, by anything which would not discharge it or affect its liability if it were the sole principal debtor (including (1) any time, indulgence, waiver or consent at any time given to the Issuer or any other person, (2) any amendment to any other provisions of this Trust Deed or to the Conditions or to any security or other guarantee or indemnity, (3) the making or absence of any demand on the Issuer or any other person for payment, (4) the enforcement or absence of enforcement of this Trust Deed or the Bonds or of any security or other guarantee or indemnity, (5) the taking, existence or release of any security, guarantee or indemnity, (6) the dissolution, amalgamation, reconstruction or reorganisation of the Issuer or any other person or (7) the illegality, invalidity or unenforceability of or any defect in any provision of this Trust Deed or the Bonds or any of the Issuer’s obligations under any of them).

3.3.Guarantor’s Obligations Continuing

The Guarantor’s obligations under this Trust Deed are and will remain in full force and effect by way of continuing security until no sum remains payable under this Trust Deed or the Bonds. Furthermore, these obligations of the Guarantor are additional to, and not instead of, any security or other guarantee or indemnity at any time existing in favour of any person, whether from the Guarantor or otherwise and may be enforced without first having recourse to the Issuer, any other person, any security or any other guarantee or indemnity. The Guarantor irrevocably waives all notices and demands of any kind.

3.4.Exercise of Guarantor’s Rights

So long as any sum remains payable under this Trust Deed or the Bonds:

3.4.1any right of the Guarantor, by reason of the performance of any of its obligations under this Clause, to be indemnified by the Issuer or to take the benefit of or to enforce any security or other guarantee or indemnity, will be exercised and enforced by the Guarantor only in such manner and on such terms as the Trustee may require or approve; and

3.4.2any amount received or recovered by the Guarantor (a) as a result of any exercise of any such right or (b) in the dissolution, amalgamation, reconstruction or reorganisation of the Issuer will be held on trust for the Trustee and

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immediately paid to the Trustee and the Trustee will hold it on the trusts set out in Clause 7.1.

3.5.Suspense Accounts

Any amount received or recovered by the Trustee (otherwise than as a result of a payment by the Issuer to the Trustee in accordance with Clause 2 or the Guarantor to the Trustee in accordance with Clause 3) in respect of any sum payable by the Issuer under this Trust Deed or the Bonds may be placed in a suspense account and kept there for so long as the Trustee thinks fit.

3.6.Avoidance of Payments

The Guarantor shall on demand indemnify the Trustee and each Bondholder against any cost, loss, expense or liability sustained or incurred by it as a result of it being required for any reason (including any bankruptcy, insolvency, winding-up, dissolution, or similar law of any jurisdiction) to refund all or part of any amount received or recovered by it in respect of any sum payable by the Issuer or, as the case may be, the Guarantor under this Trust Deed or any Bond and shall in any event pay to it on demand the amount as refunded by it.

3.7.Debts of Issuer

If any moneys become payable by the Guarantor under this Guarantee, the Issuer will not (except in the event of the liquidation of the Issuer) so long as any such moneys remain unpaid, pay any moneys for the time being due from the Issuer to the Guarantor.

3.8.Indemnity

As separate, independent and alternative stipulations, the Guarantor unconditionally and irrevocably agrees (1) that any sum which, although expressed to be payable by the Issuer under this Trust Deed or the Bonds, is for any reason (whether or not now existing and whether or not now known or becoming known to the Issuer, the Guarantor, the Trustee or any Bondholder) not recoverable from the Guarantor on the basis of a guarantee will nevertheless be recoverable from it as if it were the sole principal debtor and will be paid by it to the Trustee on demand and (2) as a primary obligation to indemnify the Trustee and each Bondholder against any loss suffered by it as a result of any sum expressed to be payable by the Issuer under this Trust Deed or the Bonds not being paid on the date and otherwise in the manner specified in this Trust Deed or any payment obligation of the Issuer under this Trust Deed or the Bonds being or becoming void, voidable or unenforceable for any reason (whether or not now existing and whether or not now known or becoming known to the Trustee or any Bondholder), the amount of that loss being the amount expressed to be payable by the Issuer in respect of the relevant sum.

4Form of the Bonds; Issue of the Bonds

4.1.The Global Bonds

On issue of the Bonds, the Regulation S Global Bond and the Rule 144A Global Bond will be issued representing the aggregate principal amount of the Bonds and the Issuer (failing whom the Guarantor) shall procure that the appropriate entries be made in the register of Bondholders by the Registrar to reflect the issue of such Bonds. The Regulation S Global Bond will be issued in the name of a common depositary for Euroclear and Clearstream, Luxembourg or its nominee and the Rule 144A Global Bond will be issued in the name of Cede & Co. or another nominee of DTC. The issue of Global Bonds in names other than those of the common depositary or its nominee or Cede &

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Co. or another nominee of the DTC, as the case may be, is restricted as provided in each Global Bond.

4.2.Definitive Bonds

Definitive Bonds in registered form in authorised denominations, if issued, will be delivered upon exchange of the Global Bonds as provided therein. Such Bonds may be printed or typed and need not be security printed unless otherwise required by applicable stock exchange requirements.

4.3.Form

Definitive Bonds and Global Bonds will be in or substantially in the respective forms set out in Schedules 1 and 2. Definitive Bonds will be endorsed with the Conditions. Unless otherwise determined by the Issuer, Definitive Bonds issued in exchange for interests in the Rule 144A Global Bond will bear the Rule 144A Legend and Definitive Bonds issued in exchange for interests in the Regulation S Global Bond during the Distribution Compliance Period will bear the Regulation S Legend.

4.4.Signature

The Global Bonds will be signed manually or in facsimile by one or more authorised directors or officers of the Issuer duly authorised for the purpose or manually by any duly authorised attorney of the Issuer and in any case will be authenticated manually by or on behalf of the Registrar. Definitive Bonds (if issued) will be signed manually or in facsimile by one or more authorised directors or duly authorised officers of the Issuer and in any case will be authenticated manually by or on behalf of the Registrar. The Issuer may use the facsimile signature of any person who at the date of this Trust Deed is an authorised director of the Issuer even if at the time of issue of any Bond (including the Global Bonds) he no longer holds such office. Bonds (including the Global Bonds) so executed and authenticated will be binding and valid obligations of the Issuer.

5Stamp Duties and Taxes

5.1.Stamp Duties etc.

The Issuer (failing whom the Guarantor) will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest and penalties, payable in respect of the creation, issue and offering of the Bonds, and the execution or delivery of this Trust Deed. The Issuer (failing whom the Guarantor) will also indemnify the Trustee and the Bondholders from and against all stamp, issue, registration, documentary or other taxes paid by any of them in any jurisdiction in relation to which the liability to pay arises directly as a result of any action taken by or on behalf of the Trustee or, as the case may be, (where entitled under Condition 15 to do so) the Bondholders to enforce the obligations of the Issuer and the Guarantor under this Trust Deed, the Paying, Transfer and Conversion Agency Agreement or the Bonds.

5.2.Change of Taxing Jurisdiction

If the Issuer or the Guarantor, as the case may be, becomes subject generally to the taxing jurisdiction of a territory or a taxing authority of or in that territory with power to tax other than or in addition to the Isle of Man or the Republic of South Africa or any such authority of or in such territory then the Issuer or the Guarantor, as the case may be, will (unless the Trustee otherwise agrees) give the Trustee an undertaking satisfactory to the Trustee in terms corresponding to the terms of Condition 9 with the substitution for, or (as the case may require) the addition to, the references in that Condition to the Isle of Man or the Republic of South Africa, as the case may be, of references to that other or

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additional territory or authority to whose taxing jurisdiction the Issuer or the Guarantor, as the case may be, has become so subject. In such event, references in this Trust Deed and the Bonds to the Isle of Man or the Republic of South Africa will be read accordingly (including, for the avoidance of doubt, Condition 7(c)).

6Further Issues

6.1.Liberty to Create

The Issuer may from time to time without the consent of the Bondholders create and issue Further Bonds having the same terms and conditions in all respects as the Bonds (or in all respects except for the first payment of interest on them) and so that such Further Bonds shall be consolidated and form a single series with the Bonds or any Further Bonds. Any Further Bonds that form a single series with the Bonds will be issued with no more than a de minimis amount of original issue discount, or as part of a qualified re-opening (as defined in U.S. Treasury Regulation Section 1.1275-2(k)(3)), in each case for U.S. federal income tax purposes.

6.2.Means of Constitution

Any Further Bonds created and issued pursuant to the provisions of Clause 6.1 above shall be constituted by deed supplemental to this Trust Deed. The Issuer and the Guarantor shall prior to the issue of any Further Bonds to be so constituted execute and deliver to the Trustee a deed supplemental to this Trust Deed (if applicable duly stamped) and containing covenants by the Issuer and the Guarantor in the form mutatis mutandis of Clause 2 or, as the case may be, Clause 3 of this Trust Deed in relation to the principal amount and interest in respect of such Further Bonds and such other provisions (corresponding to any of the provisions contained in this Trust Deed) as the Trustee shall require.

6.3.Noting of Supplemental Deeds

A memorandum of every such supplemental deed shall be endorsed by the Trustee on this Trust Deed and by the Issuer and the Guarantor on the duplicate(s) of this Trust Deed.

6.4.Notice of Further Issues

Whenever it is proposed to create and issue any Further Bonds, the Issuer shall give to the Trustee not less than seven days’ notice in writing of its intention to do so, stating the amount of Further Bonds proposed to be created or issued.

7Application of Moneys received by the Trustee

7.1.Declaration of Trust

All moneys received by the Trustee in respect of the Bonds or amounts payable under this Trust Deed will, regardless of any appropriation of all or part of them by the Issuer or the Guarantor, as the case may be, be held by the Trustee (subject to the provisions of Clause 3.5 and Clause 7.2) upon trust to apply them:

7.1.1first, in payment of all costs, charges, expenses and liabilities properly incurred by the Trustee (including remuneration payable to the Trustee) in carrying out its functions under this Trust Deed;

7.1.2secondly, in payment of any amounts owing in respect of the Bonds pari passu and rateably; and

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7.1.3thirdly, in payment of the balance (if any) to the Issuer for itself, or if any moneys were received from the Guarantor and to the extent of such moneys, to the Guarantor.

Without prejudice to this Clause 7.1, if the Trustee holds any moneys which represent principal or interest or other sums in respect of Bonds which have become void or in respect of which claims have become prescribed under Condition 12, the Trustee will hold such moneys upon the trusts set out in Clause 7.1.1 and 7.1.3.

7.2.Accumulation

If the amount of the moneys at any time available for payment in respect of the Bonds under Clause 7.1 is less than 10 per cent. of the principal amount of the Bonds then outstanding, the Trustee may, at its discretion, invest such moneys. The Trustee may retain such investments and accumulate the resulting income until the investments and the accumulations, together with any other funds for the time being under the control of the Trustee and available for such payment, amount to at least 10 per cent. of the principal amount of the Bonds then outstanding and then such investments, accumulations and funds (after deduction of, or provision for, any applicable taxes) will be applied as specified in Clause 7.1.

7.3.Investment

Any moneys held by the Trustee may be invested in the name or under the control of the Trustee in any investments or other assets in any part of the world whether or not they produce income or placed on deposit in the name or under the control of the Trustee at such bank or other financial institution and in such currency as the Trustee may, in its absolute discretion, think fit. If that bank is the Trustee or an associated company of the Trustee it shall not be liable to account for interest at a rate greater than that payable by it to a standard customer on a deposit of the type made. The Trustee may at any time vary or transpose any such investments for or into other such investments or convert any moneys so deposited into any other currency, and will not be responsible for any loss occasioned thereby, whether by depreciation in value, fluctuation in exchange rates or otherwise.

8Covenant to Comply with Provisions

Each of the Issuer and the Guarantor hereby covenants with the Trustee that it will comply with and perform and observe all the provisions of this Trust Deed which are expressed to be binding on it. The Conditions shall be binding on each of the Issuer, the Guarantor and the Bondholders. The Trustee shall be entitled to enforce the obligations of each of the Issuer and the Guarantor under the Bonds and the Conditions as if the same were set out and contained in this Trust Deed which shall be read and construed as one document with the Bonds. The provisions contained in Schedule 3 shall have effect in the same manner as if herein set forth.

9Conversion

9.1.Conversion Right

Subject to the right of the Issuer to make an Alternative Settlement Election (subject to and as provided in Condition 6(m)) and otherwise as provided in the Conditions, the holder of each Bond will have the right (the “Conversion Right”) to convert each U.S.$100,000 principal amount thereof into ADSs, at any time (subject to any applicable fiscal or other laws or regulations and as provided in the Conditions) during the Conversion Period.

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9.2.Guarantee in respect of Conversion Rights

The Guarantor hereby undertakes to procure the delivery of ADSs upon conversion of the Bonds as required by the Conditions.

9.3.Adjustment to the Conversion Price

The Guarantor hereby undertakes to, and covenants with the Trustee that, so long as any of the Bonds remains outstanding, it will whenever the Conversion Price falls to be adjusted pursuant to the Conditions:

9.3.1as soon as practicable deliver to the Trustee a certificate signed by two directors of the Guarantor (which the Trustee shall be entitled to accept without further enquiry as sufficient evidence of the correctness of the matters therein referred to) setting forth brief particulars of the event giving rise to the adjustment, the adjusted Conversion Price, the date on which the adjustment takes effect and such other particulars and information as the Trustee may reasonably require; and

9.3.2within 14 days thereafter give notice to the Bondholders in accordance with Condition 17 of the adjustment to the Conversion Price.

9.4.Notice of Adjustment to the Conversion Price

Simultaneously with the announcement of any event which will require the Conversion Price to be adjusted pursuant to the Conditions the Guarantor will give notice thereof to the Bondholders in accordance with Condition 17 advising them of the date on which the relevant adjustment of the Conversion Price is likely to become effective.

9.5.Alternative Settlement Election

lf, on exercise of Conversion Rights by a Bondholder, the Issuer makes an Alternative Settlement Election, the Issuer shall give notice thereof to the relevant Bondholder as required by the Conditions.

10Covenants

So long as any Bond is outstanding, each of the Issuer (other than in respect of Clauses 10.5 and 10.14) and the Guarantor will and the Guarantor shall procure that the Issuer will (other than in respect of Clauses 10.5 and 10.14):

10.1.Books of Account

keep, and procure that each of its Material Subsidiaries keeps, proper books of account and, at any time after the occurrence of an Event of Default or a Potential Event of Default or if the Trustee reasonably believes that any such event has occurred, so far as permitted by applicable law, allow, and procure that each of its Material Subsidiaries will allow, the Trustee and anyone appointed by it to whom the Issuer and/or the Guarantor and/or the relevant Material Subsidiary has no reasonable objection, access to the books of account of the Issuer, the Guarantor and/or the relevant Material Subsidiary, respectively, at all times during normal business hours;

10.2.Notice of Events of Default; Relevant Event

notify the Trustee in writing immediately upon becoming aware of the occurrence of any Event of Default or Relevant Event or Potential Event of Default or breach of any

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undertaking under Condition 11 or of any proposed redemption pursuant to Condition 7(b);

10.3.Information

so far as permitted by applicable law, give to the Trustee such information as it reasonably requires for the performance and discharge of its functions;

10.4.Financial Statements etc.

send to the Trustee at the time of their issue and in the case of annual financial statements in any event within 180 days of the end of each financial year, three copies in English of every balance sheet, profit and loss account, and if the Trustee so requests and within 14 days of any such request any report or other notice, statement or circular issued, or that legally or contractually should be issued, to the members or creditors (or any class of them) of the Issuer and the Guarantor generally in their capacity as such, and in the case of the Guarantor, drawn up in accordance with the rules of the relevant stock exchange on which it has its primary listing;

10.5.Certificate of Directors

send to the Trustee, within 30 days after the Guarantor’s annual audited consolidated balance sheet and profit and loss account being made available to its members, and also within ten days after any request by the Trustee a certificate of each of the Issuer and the Guarantor signed by any two of their directors on behalf of each of the Issuer and the Guarantor to the effect that, having made all reasonable enquiries, to the best of the knowledge, information and belief of the Issuer or the Guarantor, as the case may be, as at a date (the “Certification Date”) being not more than five days before the date of the certificate, no Event of Default or Potential Event of Default or other breach of this Trust Deed has occurred since the date of this Trust Deed or the Certification Date of the last such certificate (if any) or, if such an event has occurred, giving details of it;

10.6.Notices to Bondholders

send to the Trustee not less than three days before the date of publication, for the Trustee’s approval, a copy of the form of each notice to the Bondholders to be published in accordance with Condition 17 and upon publication two copies of each notice so published (such approval not to constitute approval for the purposes of Section 21 of the Financial Services and Markets Act 2000 of the United Kingdom of any such notice which is an invitation or inducement to engage in investment activity);

10.7.Further Acts

so far as permitted by applicable law, do all such further things as may be necessary in the opinion of the Trustee to give effect to this Trust Deed;

10.8.Notice of Late Payment

forthwith upon request by the Trustee give notice to the Bondholders of any unconditional payment to the Principal Paying, Transfer and Conversion Agent or the Trustee of any sum due in respect of the Bonds made after the due date for such payment;

10.9.Listing

use all reasonable endeavours to maintain the listing of the Bonds on the SGX-ST. lf, however, it is unable to do so, having used such endeavours, or if the Trustee agrees that the maintenance of such listing or admission to trading is unduly onerous and the

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Trustee is satisfied that the interests of the Bondholders would not be thereby materially prejudiced, the Issuer and the Guarantor will instead use all reasonable endeavours to obtain and maintain a listing of the Bonds and/or admission to trading of the Bonds, on such other stock exchange as they may (with the written approval of the Trustee, such approval not to be unreasonably withheld or delayed) decide;

10.10.Change in Agents

give not less than 14 days’ prior notice to the Bondholders of any future appointment or any resignation or removal of any Agent or of any change by any Agent of its specified office and not make any such appointment or removal without the written approval of the Trustee;

10.11.Bonds held by the Issuer etc.

send to the Trustee as soon as practicable after being so requested by the Trustee a certificate of the Issuer or the Guarantor signed by any two of its directors on behalf of the Issuer or the Guarantor setting out the total number of Bonds which, at the date of such certificate, were held by or on behalf of the Issuer or the Guarantor or any Subsidiary of the Guarantor and which had not been cancelled;

10.12.Register

deliver or procure the delivery to the Trustee of an up-to-date copy of the Register in respect of the Bonds, certified as being a true, accurate and complete copy, at such times as the Trustee may require;

10.13.Material Subsidiaries

give to the Trustee at the same time as sending the certificate as referred to in Clause 10.5 or within ten days of a request by the Trustee, a report addressed to the Trustee by the Guarantor listing those Subsidiaries of the Guarantor which as at the last day of the last financial year of the Guarantor or as at the date specified in such request were Material Subsidiaries; and

10.14.Rule 144A(d)(4)

for so long as any of the Bonds or the ADSs to be issued upon conversion of the bonds are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Guarantor will, during any period in which it is neither subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, nor exempt from the reporting requirements of the Exchange Act pursuant to Rule 12g3-2(b) thereunder, provide to the holder or beneficial owner of such restricted securities or to any prospective purchaser of such restricted securities designated by such holder or beneficial owner, in each case upon the request of such holder, beneficial owner or prospective purchaser, the information required to be provided by Rule 144A(d)(4) under the Securities Act.

11Remuneration and Indemnification of the Trustee

11.1.Normal Remuneration

So long as any Bond is outstanding, the Issuer, failing whom the Guarantor, will pay to the Trustee by way of remuneration for its services as trustee such sum as may from time to time be agreed between them. Such remuneration will accrue from day to day from the date of this Trust Deed and shall be payable on such dates as may be agreed between the Issuer, the Guarantor, and the Trustee. However, if any payment to a Bondholder of the moneys due in respect of any Bond is improperly withheld or refused, such

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remuneration will continue to accrue as from the date of such withholding or refusal until payment to such Bondholder is duly made.

11.2.Extra Remuneration

At any time after the occurrence of an Event of Default or a Potential Event of Default, the Issuer hereby agrees that the Trustee should be entitled to be paid additional remuneration calculated at its normal hourly rates in force from time to time. In any other case, if the Trustee finds it expedient in the interests of Bondholders or necessary, or is requested by the Issuer, to undertake duties which the Trustee considers to be of an exceptional nature or otherwise outside the scope of the normal duties of the Trustee under this Trust Deed, the Issuer, failing whom the Guarantor, will pay such additional remuneration as may be agreed between them (and which may be calculated by reference to the Trustee’s normal hourly rates in force from time to time) or, failing agreement as to any of the matters in this Clause (or as to such sums referred to in Clause 11.1), as determined by an independent investment bank or securities firm of international repute in London or person (acting as an expert and not as an arbitrator) selected by the Trustee and approved by the Issuer and the Guarantor or, failing such approval, nominated by the President for the time being of The Law Society of England and Wales, the expenses involved in such selection and approval and the fee of such independent investment bank or securities firm or person being borne by the Issuer. The determination of such independent investment bank or securities firm or person will, in the absence of manifest error, be conclusive and binding on the Issuer, the Guarantor, the Trustee and the Bondholders.

11.3.Expenses

The Issuer or, failing whom, the Guarantor will also pay or discharge all costs, charges, liabilities and expenses properly incurred by the Trustee in relation to the preparation and execution of this Trust Deed and the carrying out of its functions under this Trust Deed including, but not limited to, legal and travelling expenses and any capital, stamp, registration, documentary or other taxes or duties properly paid by the Trustee in connection with any legal proceedings brought or contemplated by the Trustee against the Issuer or the Guarantor for enforcing any obligation under this Trust Deed, the Paying, Transfer and Conversion Agency Agreement, or the Bonds.

11.4.Payment of Expenses

All such costs, charges, liabilities and expenses incurred and payments made by the Trustee will be payable or reimbursable by the Issuer, failing whom the Guarantor within 14 days of demand by the Trustee and:

11.4.1in the case of payments made by the Trustee prior to such demand will (if not paid within seven days of such demand) carry interest from the date on which the demand is made at the rate of two per cent. per annum over the base rate of National Westminster Bank PLC on the date on which such payments were made by the Trustee and

11.4.2in all other cases will carry interest at such rate from 30 days after the date on which the demand is made or (where the demand properly specifies that payment is to be made on an earlier date) from such earlier date.

11.5.Indemnity

The Issuer and the Guarantor will, jointly and severally, indemnify the Trustee in respect of all liabilities and expenses paid or properly incurred by it in the fulfilment of its obligations under this Trust Deed or by anyone appointed by it or to whom any of its

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functions may be delegated by it in the carrying out of its functions in the fulfilment of its obligations under this Trust Deed and against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) which any of them may incur or which may be made against any of them arising out of or in relation to or in connection with, its appointment or the exercise of its functions.

11.6.Provisions Continuing

The provisions of Clauses 11.3, 11.4 and 11.5 shall survive the satisfaction and discharge of the terms of this Trust Deed and will continue in full force and effect in relation to the Trustee even if it may have ceased to be Trustee in relation to claims which arose during the period of its appointment as Trustee.

12Provisions Supplemental to The Trustee Act 1925 and the Trustee Act 2000

By way of supplement to the Trustee Act 1925 and the Trustee Act 2000 it is expressly declared as follows:

12.1.Advice

The Trustee may act on the opinion or advice of, or information obtained from, any expert or a certificate or report or confirmation of the Auditors or of any accountants, financial advisers, investment bank, lawyer or expert in each case whether or not addressed to the Trustee and whether their liability in relation thereto is limited (by its terms or by any engagement letter relating thereto entered into by the Trustee or in any other manner) by reference to a monetary cap, methodology or otherwise, and will not be responsible to anyone for any loss occasioned by so acting. Any such opinion, advice, certificate, report or information may be sent or obtained by letter, telex or facsimile transmission and the Trustee will not be liable to anyone for acting in good faith on any opinion, advice, certificate, report or information purporting to be conveyed by such means even if it contains some error or is not authentic. The Trustee shall be obliged to accept and be entitled to rely on any such report, confirmation or certificate where the Issuer or the Guarantor procures delivery of the same pursuant to its obligation to do so under a condition hereof and such report, confirmation or certificate shall be conclusive and binding on the Issuer, the Guarantor, the Trustee and the Bondholders in the absence of manifest or proven error.

12.2.Trustee to Assume Due Performance

The Trustee need not notify anyone of the execution of this Trust Deed or do anything to ascertain whether any Event of Default or Potential Event of Default or Relevant Event has occurred and, until it has actual knowledge or express notice to the contrary, the Trustee may assume that no such event has occurred and that the Issuer and the Guarantor are performing all their obligations under this Trust Deed and the Bonds.

12.3.Resolutions of Bondholders

The Trustee will not be responsible for having acted in good faith upon a resolution purporting to have been passed at a meeting of Bondholders in respect of which minutes have been made and signed even though it may later be found that there was a defect in the constitution of such meeting or the passing of such resolution or that such resolution was not valid or binding upon the Bondholders.

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12.4.Certificate Signed by Directors

The Trustee may call for and may accept as sufficient evidence of any fact or matter or of the expediency of any act a certificate of the Issuer or the Guarantor signed by any two directors of the Issuer or the Guarantor on behalf of the Issuer or the Guarantor to any fact or matter upon which the Trustee may, in the exercise of any of its functions, require to be satisfied or to have information to the effect that, in the opinion of the person or persons so certifying, any particular act is expedient and the Trustee need not call for further evidence and will not be responsible for any loss that may be occasioned by acting on any such certificate.

12.5.Deposit of Documents

The Trustee may deposit this Trust Deed and any other documents in any part of the world with any banker or banking company believed by it to be of good repute or entity whose business includes undertaking the safe custody of documents or with any lawyer or firm of lawyers believed by it to be of good repute and may pay all sums to be paid on account of or in respect of any such deposit provided that, unless in the opinion of the Trustee it is required in connection with the enforcement of any obligation of the Issuer or the Guarantor under this Trust Deed, the Paying, Transfer and Conversion Agency Agreement or the Bonds or otherwise in connection with the performance of the duties of the Trustee hereunder or thereunder or unless it comprises the holding or placing of such documents in the United Kingdom, the Trustee may not take any such action if a liability to stamp duty or other duties or taxes would thereby arise.

12.6.Custodians/Nominees

The Trustee may appoint and pay any person to act as a custodian or nominee on any terms in relation to such assets of the trusts constituted by this Trust Deed as the Trustee may determine, including for the purposes of depositing with a custodian this Trust Deed or any document relating to the trusts constituted by this Trust Deed; the Trustee is not obliged to appoint a custodian if the Trustee invests in securities payable to bearer.

12.7.Discretion of Trustee

Save as expressly provided in this Trust Deed, the Trustee will have absolute and uncontrolled discretion as to the exercise of its functions hereby vested in the Trustee and will not be responsible for the exercise or non-exercise thereof nor for any loss, liability, cost, claim, action, demand, expenses or inconvenience which may result from their exercise or non-exercise, but, whenever the Trustee is under the provisions of this Trust Deed or the Bonds bound to act at the request or direction of the Bondholders, the Trustee shall nevertheless not be so bound unless first indemnified and/or secured and/or prefunded to its satisfaction against all actions, proceedings, claims and demands to which it may render itself liable and all costs, charges, damages, expenses and liabilities which it may incur by so doing.

12.8.Agents

Whenever it considers it expedient in the interests of the Bondholders, the Trustee may, in the conduct of its trust business, instead of acting personally, employ and pay an agent selected by it, whether or not a lawyer or other professional person, to transact or conduct, or concur in transacting or conducting, any business and to do or concur in doing all acts required to be done by the Trustee (including the receipt and payment of money).

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12.9.Delegation

Whenever it considers it expedient in the interests of the Bondholders, the Trustee may delegate to any person and on any terms (including power to sub-delegate) all or any of its functions provided that the Trustee may not delegate the right to determine whether an Event of Default or Potential Event of Default has occurred unless prior to such delegation the Trustee provides to the Issuer and the Guarantor confirmation in writing that the Trustee has been advised by its legal advisers that it should delegate that right (with or without any other rights, trusts, powers, authorities and discretions) to another person or fluctuating body of persons because of a conflict of interest or possible conflict of interest and/or other similar circumstances which the Trustee might face, or be subjected to, as the trustee of this Trust Deed if it were not to delegate that right.

12.10.Forged Bonds

The Trustee will not be liable to the Issuer, the Guarantor or any Bondholder by reason of having accepted as valid or not having rejected any Bond purporting to be such and later found to be forged or not authentic.

12.11.Confidentiality

Unless ordered to do so by a court of competent jurisdiction, the Trustee shall not be required to disclose to any Bondholder any confidential financial or other information made available to the Trustee by the Issuer or the Guarantor and no Bondholder shall be entitled to take any action to obtain from the Trustee any such information.

12.12.Determinations Conclusive

The Trustee may determine all questions and doubts arising in relation to any of the provisions of this Trust Deed. Every such determination, whether made upon such a question actually raised or implied in the acts or proceedings of the Trustee, will be conclusive in the absence of manifest error and shall bind the Issuer, the Guarantor, the Trustee and the Bondholders.

12.13.Currency Conversion

Where it is necessary or desirable for any purpose in connection with the terms of this Trust Deed or the Conditions to convert any sum from one currency to another, it will (unless otherwise provided herein or required by law) be converted at such rate or rates, in accordance with such method and as at such date as may be specified by the Trustee but having regard to current rates of exchange, if available. Any rate, method and date so specified will be binding on the Issuer, the Guarantor and the Bondholders.

12.14.Events of Default

The Trustee may determine whether or not an Event of Default or a Potential Event of Default is in its opinion capable of remedy and/or whether or not any event is in its opinion materially prejudicial to the interests of the Bondholders. Any such determination will be conclusive and binding upon the Issuer, the Guarantor and the Bondholders.

12.15.Payment for and Delivery of Bonds

The Trustee will not be responsible for the receipt or application by the Issuer of the proceeds of the issue of the Bonds, the exchange of the interests between the Bonds represented by Global Bonds or the delivery of definitive registered Bonds to the persons entitled to them.

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12.16.Bonds held by the Guarantor etc.

In the absence of knowledge or express notice to the contrary, the Trustee may assume without enquiry (other than requesting a certificate of the Issuer or the Guarantor under Clause 10.11) that no Bonds are for the time being held by or on behalf of any of the Issuer, the Guarantor, or any Subsidiary of the Guarantor.

12.17.Interests of Bondholders

In connection with the exercise of its powers, trusts, authorities or discretions (including, but not limited to, those in relation to any proposed modification, waiver or authorisation of any breach or proposed breach of any of the Conditions or any of the provisions of this Trust Deed or any proposed substitution in accordance with Clause 16.2 or any determination made pursuant to Clause 16.2), the Trustee shall have regard to the interests of the Bondholders as a class and in particular, but without prejudice to the generality of the foregoing, shall not have regard to the consequences of such exercise for individual Bondholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or otherwise to the tax consequences thereof and the Trustee shall not be entitled to require, nor shall any Bondholder be entitled to claim from the Issuer, the Guarantor, or the Trustee, any indemnification or payment of any tax arising in consequence of any such exercise upon individual Bondholders.

12.18.No Responsibility for Share Value

The Trustee shall not at any time be under any duty or responsibility to any Bondholder to determine whether any facts exist which may require any adjustment of the Conversion Price or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or in this Trust Deed provided to be employed, in making the same. The Trustee shall not at any time be under any duty or responsibility in respect of the validity or value (or the kind or amount) of Shares or ADSs or of any other securities, property or cash, which may at any time be made available or delivered upon the conversion of any Bond; and it makes no representation with respect thereto. The Trustee shall not be responsible for any failure of the Issuer or the Guarantor to make available or deliver any Shares, ADSs or share certificates or other securities or property or make any payment upon the exercise of the Conversion Right in respect of any Bond or of the Issuer or the Guarantor to comply with any of the covenants contained in this Trust Deed.

12.19.Enforcement of Rights

The Trustee need not take any such action or proceedings as referred to in Condition 15 unless (a) it shall have been so directed by an Extraordinary Resolution or so requested in writing by Bondholders holding at least one quarter in principal amount of the Bonds then outstanding and (b) it shall have been indemnified and/or secured and/or prefunded to its satisfaction.

12.20.Breach of Undertakings

The Trustee assumes no responsibility for ascertaining whether or not (i) a breach of any of the undertakings in Condition 11 shall have occurred or (ii) any such breach shall have been rectified or (iii) any adjustment falls to be made to the Conversion Price as a result thereof. Unless and until the Trustee has actual knowledge of any of the above events it shall be entitled to assume that no such event has occurred. The Trustee shall not be liable for any loss arising from any determination or calculation made pursuant to the Conditions or from any failure or delay in making any such determination or calculation.

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12.21.Responsibility for Agents etc.

If the Trustee exercises reasonable care in selecting any custodian, agent, delegate or nominee appointed under this clause (an “Appointee”), it will not have any obligation to supervise the Appointee or be responsible for any loss, liability, cost, claim, action, demand or expense incurred by reason of the Appointee’s misconduct or default or misconduct or default of any substitute appointed by the Appointee.

12.22.Incurrence of Financial Liability

Nothing contained in this Trust Deed shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties or the exercise of any power, rights, authority or discretion hereunder if it has grounds for believing the repayment of the funds or adequate indemnity against such risk or liability is not reasonably assured to it.

12.23.Independent Investment Bank

The Trustee has no responsibility for the accuracy or otherwise of any determination made by an investment bank pursuant to the Conditions.

12.24.Reliance on Certification of Clearing System

The Trustee may call for and shall be at liberty to accept and place full reliance on as sufficient evidence thereof and shall not be liable to the Issuer, the Guarantor or any Bondholder by reason only of either having accepted as valid or not having rejected any certificate or other document issued by any clearing system as to the nominal amount of the Bonds beneficially owned by any person or any other matter (and any such certificate or other document so accepted by the Trustee shall, in the absence of manifest error, be conclusive and binding for all purposes) and any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system in accordance with its usual procedures and in which the holder of a particular nominal amount of the Bonds is clearly identified together with the amount of such holding.

12.25.Legal Opinions

The Trustee shall not be responsible to any person for failing to request, require or receive any legal opinion relating to any Bonds or for checking or commenting upon the content of any such legal opinion.

12.26.Trustee not Responsible

The Trustee shall not be responsible for the legality, effectiveness, adequacy, genuineness, validity, enforceability or admissibility in evidence of this Trust Deed or any other document relating thereto or any licence, consent or other authority for the legality, effectiveness, adequacy, genuineness, validity, performance, enforceability or admissibility in evidence of this Trust Deed or any other document relating thereto. In addition the Trustee shall not be responsible for the effect of the exercise of any of its powers, duties and discretions hereunder.

12.27.Right to Deduct or Withhold

Notwithstanding anything contained in this Trust Deed, to the extent required by any applicable law, if the Trustee is or will be required to make any deduction or withholding from any distribution or payment made by it hereunder or if the Trustee is or will be otherwise charged to, or is or may become liable to, tax as a consequence of performing

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its duties hereunder whether as principal, agent or otherwise, and whether by reason of any assessment, prospective assessment or other imposition of liability to taxation of whatsoever nature and whensoever made upon the Trustee, and whether in connection with or arising from any sums received or distributed by it or to which it may be entitled under this Trust Deed (other than in connection with its remuneration as provided for herein) or any investments or deposits from time to time representing the same, including any income or gains arising therefrom or any action of the Trustee in connection with the trusts of this Trust Deed (other than the remuneration herein specified) or otherwise, then the Trustee shall be entitled to make such deduction or withholding or, as the case may be, to retain out of sums received by it an amount sufficient to discharge any liability to tax which relates to sums so received or distributed or to discharge any such other liability of the Trustee to tax from the funds held by the Trustee upon the trusts of this Trust Deed.

12.28.Lists of Material Subsidiaries and Certificates relating to Material Subsidiaries

A list or certificate of the Guarantor provided to the Trustee under Clause 10.13 in relation to any Material Subsidiary shall be conclusive and binding on the Trustee and the Bondholders, and the Trustee shall be entitled to rely on such list and/or certificate absolutely without further investigation.

12.29.Expert Reports

Any certificate or report of the Auditors of the Issuer or the Guarantor or any other expert or other person called for by or provided to the Trustee (whether or not addressed to the Trustee) in accordance with or for the purposes of these presents may be relied upon by the Trustee as sufficient evidence of the facts stated therein notwithstanding that such certificate or report and/or any engagement letter or other document entered into by the Trustee and/or the Auditors or any other expert or person in connection therewith contains a monetary limit or other limit on the liability of the Auditors or such other expert or other person in respect thereof.

12.30.Responsibility for Statements etc.

The Trustee shall not be responsible for, or for investigating any matter which is the subject of, any recital, statement, representation, warranty or covenant of any person contained in this Trust Deed, or any other agreement or document relating to the transactions contemplated in this Trust Deed or under such other agreement or document.

12.31.Not bound to act

The Trustee shall not be bound to take any action in connection with this Trust Deed or any obligations arising hereunder, including without prejudice to the generality of the foregoing, forming any opinion or employing any financial adviser, where it is not reasonably satisfied that the Issuer and/or the Guarantor will be able to indemnify and/or secure and/or prefund it against all liabilities which may be incurred in connection with such action and may demand prior to taking any such action that there be paid to it in advance such sums as it reasonably considers (without prejudice to any further demand) shall be sufficient so to indemnify and/or secure and/or prefund it and on such demand being made the Issuer (failing whom, the Guarantor) shall be obliged to make payment of all such sums in full.

13Trustee liable for negligence

Section 1 of the Trustee Act 2000 shall not apply to any action of the Trustee provided that nothing in this Trust Deed shall in any case in which the Trustee has failed to show

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the degree of care and diligence required of it as trustee having regard to the provisions of this Trust Deed relieve or indemnify it from or against any liability which by virtue of any rule of law would otherwise attach to it in respect of any negligence, default, breach of duty or breach of trust of which it or its officers and employees may be guilty in relation to its duties under this Trust Deed.

Where there are any inconsistencies between the Trustee Act 1925, the Trustee Act 2000 and the provisions of this Trust Deed, the provisions of this Trust Deed shall, to the extent allowed by law, prevail and, in the case of any such inconsistency with the Trustee Act 2000, the provisions of this Trust Deed shall constitute a restriction or exclusion for the purposes of that Act.

14Waiver and Proof of Default

14.1.Waiver

The Trustee may, without the consent of the Bondholders and without prejudice to its rights in respect of any subsequent breach, from time to time and at any time, if in its opinion the interests of the Bondholders will not be materially prejudiced thereby, waive or authorise, on such terms and conditions as seem expedient to it, any breach, continuing breach or proposed breach by the Issuer or the Guarantor of any of the provisions of this Trust Deed or the Bonds or determine that any Event of Default or Potential Event of Default will not be treated as such for the purposes of this Trust Deed provided that the Trustee will not do so in contravention of any express direction given by an Extraordinary Resolution but so that no such direction will affect any previous waiver, authorisation or determination. Any such waiver, authorisation or determination will be binding on the Bondholders and, if the Trustee so requires, will be notified to the Bondholders as soon as practicable.

14.2.Proof of Default

If it is proved that as regards any specified Bond the Issuer or the Guarantor has made default in paying any sum due to the relevant Bondholder such proof will (unless the contrary be proved) be sufficient evidence that the same default has been made as regards all other Bonds which are then payable.

15Trustee not precluded from entering into Contracts

Neither the Trustee nor any director or officer of a corporation acting as a Trustee, whether acting for itself or in any other capacity, will be precluded from becoming the owner of, or acquiring any interest in, or holding, or disposing of, any Bonds or any Shares or ADSs or securities of the Issuer or the Guarantor or any of their respective subsidiary, holding or associated companies with the same rights as it would have had if the Trustee were not the Trustee or from entering into or being interested in any contracts or transactions with the Issuer or the Guarantor or any of their respective subsidiary, holding or associated companies or from acting on, or as depositary or agent for, any committee or body of holders of any securities of the Issuer or the Guarantor or any of their respective subsidiary, holding or associated companies and will not be liable to account for any profit resulting therefrom.

16Modification and Substitution

16.1.Modification

The Trustee may agree with the Issuer and/or the Guarantor in making, without the consent of the Bondholders, (i) any modification of any of the provisions of the Trust

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Deed, any trust deed supplemental to the Trust Deed, the Paying, Transfer and Conversion Agency Agreement, any agreement supplemental to the Paying, Transfer and Conversion Agency Agreement, the Bonds or the Conditions which in the Trustee’s opinion is of a formal, minor or technical nature or is made to correct a manifest or (in the opinion of the Trustee) proven error or to comply with mandatory provisions of law, and (ii) any other modification to the Trust Deed, any trust deed supplemental to the Trust Deed, the Paying, Transfer and Conversion Agency Agreement, any agreement supplemental to the Paying, Transfer and Conversion Agency Agreement, the Bonds or the Conditions, and any waiver or authorisation of any breach or proposed breach, of any of the provisions of the Trust Deed, any trust deed supplemental to the Trust Deed, the Paying, Transfer and Conversion Agency Agreement, any agreement supplemental to the Paying, Transfer and Conversion Agency Agreement, the Bonds or the Conditions which is, in the opinion of the Trustee, not materially prejudicial to the interests of the Bondholders. Such power does not extend to any such modification as is mentioned in the proviso to paragraph 19 of Schedule 3. Any such modification, authorisation or waiver shall be binding on the Bondholders and, if the Trustee so requires, such modification shall be notified to the Bondholders promptly in accordance with Condition 17.

16.2.Substitution

16.2.1The Trustee (if it is satisfied that to do so would not be materially prejudicial to the interests of Bondholders) may, without the consent of the Bondholders, agree with the Issuer to the substitution in place of the Issuer (or any previous substitute under this paragraph) as the principal debtor under the Bonds and the Trust Deed of any Subsidiary of the Guarantor or (in the case of a Newco Scheme) of Newco (the “Substituted Obligor”), provided that:

(i)a deed is executed or undertaking given by the Substituted Obligor to the Trustee, in form and manner satisfactory to the Trustee, agreeing to be bound by this Trust Deed and the Bonds (with consequential amendments as the Trustee may deem appropriate) as if the Substituted Obligor had been named in this Trust Deed and the Bonds as the principal debtor in place of the Issuer;

(ii)if the Substituted Obligor is subject generally to the taxing jurisdiction of a territory or any authority of or in that territory with power to tax other than the territory to the taxing jurisdiction of which (or to any such authority of or in which) the Issuer is subject generally, the Substituted Obligor is in a position to fulfil all payment obligations arising from or in connection with this Trust Deed and the Bonds, as applicable, without the necessity for any taxes or duties to be withheld at source in amounts which exceed, in respect of any Bondholder, the amount of any withholding or deduction which would have been required to have been made had the Issuer remained principal debtor under this Trust Deed;

(iii)(other than in the case of a Newco Scheme) an unconditional and irrevocable guarantee is given by the Guarantor on the basis as set out in Clause 3 and Condition 1 to the Trustee of the payment of all monies payable by the Substituted Obligor as such principal debtor;

(iv)if any two directors of the Substituted Obligor certify that it will be solvent immediately after such substitution, the Trustee need not have regard to the Substituted Obligor’s financial condition, profits or prospects or compare them with those of the Issuer;

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(v)the SGX-ST shall have confirmed to the Issuer that, after giving effect to such substitution, the Bonds shall continue to be listed on the SGX-ST;

(vi)the Bonds continue to be convertible (in whole or in part) into ADSs or, where the Substituted Obligor is a Newco, ordinary shares in such Newco as provided in the Conditions with such amendments as the Trustee shall consider appropriate;

(vii)the Issuer, the Guarantor and the Substituted Obligor comply with such other requirements as the Trustee may direct in the interests of the Bondholders; and

(viii)the Trustee may in the event of such substitution agree without the consent of the Bondholders to a change of law governing this Trust Deed and/or the Bonds and/or the Paying, Transfer and Conversion Agency Agreement provided that such change would not in the opinion of the Trustee be materially prejudicial to the interests of the Bondholders.

16.2.2Release of Issuer and Substitute Obligor: Any such agreement by the Trustee pursuant to this Clause 16.2 will, if so expressed, operate to release the Issuer (or any such previous substitute) from any or all of its obligations under this Trust Deed and the Bonds. Not later than 14 days after the execution of any such documents and after compliance with such requirements, notice of the substitution will be given to the Bondholders.

16.2.3Completion of Substitution: Upon the execution of such documents and compliance with such requirements, the Substituted Obligor will be deemed to be named in this Trust Deed and the Bonds as the principal debtor in place of the Issuer (or of any previous substitute under Clause 16.2) and this Trust Deed and the Bonds will be deemed to be modified in such manner as shall be necessary to give effect to the substitution. Any such substitution shall be binding on the Bondholders and shall be notified promptly to the Bondholders in accordance with Condition 17.

17Appointment, Retirement and Removal of the Trustee

17.1.Appointment

The Issuer will have the power of appointing new trustees but no person will be so appointed unless previously approved by an Extraordinary Resolution of Bondholders. A trust corporation will at all times be a Trustee and may be the sole Trustee. Any appointment of a new Trustee will be notified by the Issuer to the Bondholders as soon as practicable.

17.2.Retirement and Removal

Any Trustee may retire at any time on giving not less than three months’ prior notice in writing to the Issuer and the Guarantor without giving any reason and without being responsible for any costs occasioned by such retirement and the Bondholders may by Extraordinary Resolution remove any Trustee provided that the retirement or removal of any sole trustee or sole trust corporation will not become effective until a trust corporation is appointed as successor Trustee. If a sole trustee or sole trust corporation gives notice of retirement or an Extraordinary Resolution is passed for its removal under this Clause, the Issuer or, failing whom, the Guarantor will use all reasonable endeavours to procure that another trust corporation be appointed as Trustee, but if the Issuer and the Guarantor have failed to do so within three months of such notice being given or since

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the date of such Extraordinary Resolution, the Trustee may exercise the power of appointing a successor trustee.

17.3.Co-Trustees

The Trustee may, despite Clause 17.1, by notice in writing to the Issuer and the Guarantor appoint anyone to act as an additional Trustee jointly with the Trustee:

17.3.1if the Trustee considers such appointment to be in the interests of the Bondholders;

17.3.2for the purpose of conforming with any legal requirement, restriction or condition in any jurisdiction in which any particular act is to be performed; or

17.3.3for the purpose of obtaining a judgment in any jurisdiction or the enforcement in any jurisdiction against the Issuer or the Guarantor of either a judgment already obtained or any of the provisions of this Trust Deed.

Subject to the provisions of this Trust Deed the Trustee may confer on any person so appointed such functions as it thinks fit. The Trustee may by notice in writing to the Issuer, the Guarantor and such person remove any person so appointed. At the request of the Trustee, the Issuer and the Guarantor will do all things as may be required to perfect such appointment or removal and each of them irrevocably appoints the Trustee to be its attorney in its name and on its behalf to do so.

17.4.Competence of a Majority of Trustees

If there are more than two Trustees the majority of such Trustees will (provided such majority includes a trust corporation) be competent to carry out all or any of the Trustee’s functions.

18Communications

Any communication shall be by letter delivered personally or facsimile transmission in the English language:

in the case of the Issuer, to it at:

1st Floor

Atlantic House

4-8 Circular Road

Douglas

Isle of Man

IM1 1AG

Fax no.:                 +44 1624 613 0874

Attention:              Emma Callister

in the case of the Guarantor, to it at:

76 Jeppe Street

Newtown

Johannesburg, 2001

(PO Box 62117,

Marshalltown, 2107)

South Africa

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Fax no.:                 +27 11 637 6666

Attention:              Company Secretary

and in the case of the Trustee, to it at:

Fifth Floor

100 Wood Street

London EC2V 7EX

Fax no.:                 +44 207 606 0643

Attention:              The Manager, Commercial Trusts (Ref: T/C 107747)

Any such communication will take effect, in the case of delivery, at the time of delivery or, in the case of facsimile transmission, at the time of despatch.

19Purchase or Redemption by the Guarantor of its own Shares

The Guarantor may exercise such rights as it may from time to time enjoy to purchase or redeem ADSs and its own shares (including Shares) without the consent of the Bondholders.

20Governing Law and Jurisdiction

20.1.Governing Law

This Trust Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

20.2.Jurisdiction

The courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Trust Deed and the Bonds and accordingly any legal action or proceedings arising out of or in connection with this Trust Deed or the Bonds (“Proceedings”) may be brought in such courts. Each of the Issuer and the Guarantor irrevocably submits to the jurisdiction of such courts and waives any objections to Proceedings in such courts on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is for the benefit of each of the Trustee and the Bondholders and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).

20.3.Service of Process

Each of the Issuer and the Guarantor irrevocably appoints St. James’s Corporate Services Limited at 6, St. James’s Place, London SW1A 1NP to receive, for it and on its behalf, service of process in any Proceedings in England. Such service shall be deemed completed on delivery to such process agent (whether or not it is forwarded to and received by the Issuer or the Guarantor, as the case may be). If for any reason such process agent ceases to be able to act as such or no longer has an address in England, each of the Issuer and the Guarantor irrevocably agrees to appoint a substitute process agent acceptable to the Trustee and shall immediately notify the Trustee of such appointment. Nothing shall affect the right to serve process in any other manner permitted by law.

26

21Counterparts

This Trust Deed and any trust deed supplemental hereto may be executed and delivered in any number of counterparts, all of which, taken together, shall constitute one and the same deed and any part to this Trust Deed or any Trust Deed supplemental hereto may enter into the same by executing and delivering a counterpart.

22Contracts (Rights of Third Parties) Act 1999

Other than in respect of Clause 10.14, a person who is not a party to this Trust Deed has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Trust Deed. The parties to this Trust Deed shall have the right to amend, vary or rescind any provision of this Trust Deed without the consent of any such third party.

In witness whereof this Trust Deed has been executed as a deed on the date stated at the beginning.

27

Schedule 1
Form of Definitive Bonds

On the front:

[CUSIP: G03791AA1](2)	[CUSIP: 03512QAA51](1)
[ISIN: XSO430548056](2)	[ISIN: US03512QAA58](1)
[COMMON CODE: 043054805](2)

[THE RULE 144A BONDS EVIDENCED HEREBY AND THE GUARANTEE IN RESPECT THEREOF, THE AMERICAN DEPOSITARY SHARES OF ANGLOGOLD ASHANTI LIMITED DELIVERABLE UPON CONVERSION OF THE RULE 144A BONDS EVIDENCED HEREBY AND THE SHARES UNDERLYING SUCH AMERICAN DEPOSITARY SHARES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT IS (A) A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A) OR A PURCHASER THAT THE SELLER AND ANY PERSON ACTING ON THE SELLER’S BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE PURCHASING FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, AND (B) AWARE THAT THE OFFER, SALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”) TO A PERSON OTHER THAN A U.S. PERSON (AS DEFINED IN REGULATION S), (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. EACH HOLDER AND BENEFICIAL OWNER, BY ITS ACCEPTANCE OF THIS RULE 144A BOND, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS AND THAT NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THIS RULE 144A BOND OR THE GUARANTEE IN RESPECT THEREOF, THE AMERICAN DEPOSITARY SHARES AND THE SHARES UNDERLYING SUCH AMERICAN DEPOSITARY SHARES.

THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THE RULE 144A BONDS EVIDENCED HEREBY PURSUANT TO CLAUSE (3) ABOVE OR THE LATER OF (A) 22 MAY 2010 AND (B) THE DATE THAT IS TWELVE MONTHS AFTER THE LAST DATE ON WHICH THE GUARANTOR OR ANY OF ITS AFFILIATES WAS THE OWNER OF THE RULE 144A BONDS OR, IN EACH CASE, A SHORTER PERIOD AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT.](1)

[THE REGULATION S BONDS EVIDENCED HEREBY AND THE GUARANTEE IN RESPECT THEREOF, THE AMERICAN DEPOSITARY SHARES OF ANGLOGOLD ASHANTI LIMITED DELIVERABLE UPON CONVERSION OF THE REGULATION S BONDS EVIDENCED HEREBY

(1)  Include for Rule 144A Bond

(2)  Include for Regulation S Bond

28

AND THE SHARES UNDERLYING SUCH AMERICAN DEPOSITARY SHARES, HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAW, AND PRIOR TO THE EXPIRATION OF 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING OF REGULATION S BONDS AND THE CLOSING DATE (THE “DISTRIBUTION COMPLIANCE PERIOD”) SUCH BONDS MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT IS (A) A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A) OR A PURCHASER THAT THE SELLER AND ANY PERSON ACTING ON THE SELLER’S BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE PURCHASING FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, AND (B) AWARE THAT THE OFFER, SALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (IN WHICH CASE ADDITIONAL TRANSFER RESTRICTIONS MAY APPLY), (2) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT TO A PERSON OTHER THAN A U.S. PERSON (AS DEFINED IN REGULATION S), (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. EACH HOLDER AND BENEFICIAL OWNER, BY ITS ACCEPTANCE OF THE REGULATION S BONDS EVIDENCED HEREBY, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING AND FOLLOWING RESTRICTIONS.

THIS LEGEND WILL BE REMOVED UPON THE TRANSFER OF THE REGULATION S BONDS EVIDENCED HEREBY AFTER THE END OF DISTRIBUTION COMPLIANCE PERIOD, AFTER WHICH THE REGULATION S BONDS EVIDENCED HEREBY SHALL NO LONGER BE SUBJECT TO THE RESTRICTIONS PROVIDED IN THIS LEGEND, PROVIDED THAT AT SUCH TIME AND THEREAFTER, THE OFFER OR SALE OF REGULATION S BONDS EVIDENCED HEREBY WOULD NOT BE RESTRICTED UNDER ANY APPLICABLE SECURITIES LAWS OF THE UNITED STATES OR OF THE STATES OR TERRITORIES OF THE UNITED STATES.](2)

ANGLOGOLD ASHANTI HOLDINGS FINANCE PLC

(incorporated under the laws of the Isle of Man with registered number 002740V)

U.S.$ 732,500,000 3.50 per cent. Guaranteed Convertible Bonds due 2014

guaranteed by

ANGLOGOLD ASHANTI LIMITED

(incorporated and registered in the Republic of South Africa with registration number
1944/017354/06)

and convertible into American Depositary Shares representing Shares in

ANGLOGOLD ASHANTI LIMITED

The Bonds represented by this certificate form part of a series designated as specified in the title (the “Bonds”) of Anglogold Ashanti Holdings Finance plc (the “Issuer”). The Bonds are constituted by a trust deed dated 22 May 2009 (the “Trust Deed”) between the Issuer, Anglogold

29

Ashanti Limited (the “Guarantor”) and The Law Debenture Trust Corporation p.l.c. as Trustee (the “Trustee”). The Bonds are subject to, and have the benefit of, that Trust Deed and the terms and conditions (the “Conditions”) endorsed hereon. Terms defined in the Trust Deed have the same meanings when used herein.

The Issuer hereby certifies that · of · is, at the date hereof, entered in the register of Bondholders as the holder of Bonds in the principal amount of U.S.$· (· United States dollars). For value received, the Issuer promises to pay the person who appears at the relevant time on the register of Bondholders as holder of the Bonds in respect of which this Bond is issued such amount or amounts as shall become due and payable from time to time in respect of such Bonds and otherwise to comply with the Conditions.

The Bonds represented by this certificate are convertible into American Depositary Shares representing fully paid Shares currently with a par value of ZAR 0.25 each of Anglogold Ashanti Limited subject to and in accordance with the Conditions and the Trust Deed.

[The statements set forth in the legend above are an integral part of the Bond or Bonds in respect of which this certificate is issued and by acceptance thereof each holder agrees to be subject to and bound by the terms and provisions set forth in such legend.](3)

This definitive registered Bond is evidence of entitlement only. Title to the Bonds passes only on due registration on the register of Bondholders and only the duly registered holder is entitled to payments in respect of this definitive registered Bond.

This definitive registered Bond shall not be valid for any purpose until authenticated by or on behalf of the Registrar.

This definitive registered Bond and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law.

Issued as of [·]

ANGLOGOLD ASHANTI HOLDINGS FINANCE PLC

By:

(3)  Delete if there is no Regulation S Legend or Rule 144A Legend.

30

Certificate of Authentication

Certified by or on behalf of the Registrar that the above-named holder is at the date hereof entered in the register of Bondholders as holder of the above-mentioned principal amount of Bonds

THE BANK OF NEW YORK MELLON

(as Registrar)

By:

Authorised Signatory

Dated:

On the back:

[The Terms and Conditions of the Bonds will be inserted]

31

FORM OF TRANSFER

For value received the undersigned hereby sell(s), assign(s) and transfer(s) to

........................................................................................................................................................................................................................

........................................................................................................................................................................................................................

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS

(INCLUDING POSTCODE OR EQUIVALENT) OF TRANSFEREE)

U.S.$[              ] principal amount of the Bonds represented by this certificate and all rights in respect thereof.

[NOTE: INSERT [A] FOR TRANSFERS OF BONDS BEARING THE RULE 144A LEGEND TO TRANSFEREES THAT TAKE DELIVERY OF BONDS NOT BEARING THE RULE 144A LEGEND. INSERT [B] FOR TRANSFERS OF BONDS NOT BEARING THE RULE 144A LEGEND TO TRANSFEREES THAT TAKE DELIVERY OF BONDS BEARING THE RULE 144A LEGEND PRIOR TO THE EXPIRY OF THE DISTRIBUTION COMPLIANCE PERIOD.]

[A] In connection with such request and in respect of such Bonds, the undersigned hereby certifies that (i) such transfer has been effected in accordance with the transfer restrictions set forth in the Bonds and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction and (ii) either:

(A)such transfer has been effected pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act of 1933 (the “Securities Act”), and accordingly the undersigned hereby further certifies that:

1the offer and sale of the Bonds was not made to a person in the United States or to or for the account or benefit of a U.S. person and such offer and sale was not targeted to an identifiable group of U.S. citizens abroad;

2either

(a)at the time the buy order was originated, the transferee was outside the United States or the undersigned and any person acting on its behalf reasonably believed that the transferee was outside the United States, or

(b)the transaction was executed in, on or through the facilities of a designated offshore securities market (as defined in Regulation S) and neither the undersigned nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;

3no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;

4the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and

5if the undersigned is an officer or director of the Issuer or a distributor, who is an affiliate of the Issuer or distributor solely by holding such position, such sale is made in accordance with the applicable provisions of Rule 904(b)(2) of Regulation S; or

(B)the transfer has been effected pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder.

32

[B] In connection with such request and in respect of such Bonds, the undersigned hereby certifies that such transfer has been effected pursuant to and in accordance with Rule 144A under the Securities Act (“Rule 144A”) and, accordingly, the undersigned hereby further certifies that the beneficial interest in such Bonds is being transferred to a person that the undersigned reasonably believes is purchasing the Bonds for its own account, or for one or more accounts with respect to which such person exercises sole investment discretion, and such person, and each such account is a “qualified institutional buyer” within the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule 144A and in accordance with the transfer restrictions set forth in the Bonds and any applicable securities laws of any state of the United States or any other jurisdiction.

Dated
Signed	Certifying Signature

Notes:

(i)The signature to this transfer must correspond with the name(s) as it/they appear(s) on the face of this Bond. In the case of joint holders, each of the joint holders named on the Register must sign this form of transfer.

(ii)A representative of the Bondholder should state the capacity in which he signs e.g. executor.

(iii)The signature of the person effecting a transfer shall conform to any list of duly authorised specimen signatures supplied by the registered holder or be certified by a recognised bank, notary public or in such other manner as the Registrar may require.

(iv)This form of transfer must be accompanied by such documents, evidence or information as the Registrar may require.

(v)Where the transferor is a corporation, this form of transfer shall be executed under its common seal or under the hand of two of its officers duly authorised in writing.

33

Schedule 2
Part I - Form of Regulation S Global Bond

THE REGULATION S BONDS EVIDENCED HEREBY AND THE GUARANTEE IN RESPECT THEREOF, THE AMERICAN DEPOSITARY SHARES OF ANGLOGOLD ASHANTI LIMITED DELIVERABLE UPON CONVERSION OF THE REGULATION S BONDS EVIDENCED HEREBY AND THE SHARES UNDERLYING SUCH AMERICAN DEPOSITARY SHARES, HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAW, AND PRIOR TO THE EXPIRATION OF 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING OF REGULATION S BONDS AND THE CLOSING DATE (THE “DISTRIBUTION COMPLIANCE PERIOD”) SUCH BONDS MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT IS (A) A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A) OR A PURCHASER THAT THE SELLER AND ANY PERSON ACTING ON THE SELLER’S BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE PURCHASING FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER AND (B) AWARE THAT THE OFFER, SALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (IN WHICH CASE ADDITIONAL TRANSFER RESTRICTIONS MAY APPLY), (2) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT TO A PERSON OTHER THAN A U.S. PERSON (AS DEFINED IN REGULATION S), (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. EACH HOLDER AND BENEFICIAL OWNER, BY ITS ACCEPTANCE OF THE REGULATION S BONDS EVIDENCED HEREBY, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING AND FOLLOWING RESTRICTIONS.

THIS LEGEND WILL BE REMOVED UPON THE TRANSFER OF THE REGULATION S BONDS EVIDENCED HEREBY AFTER THE END OF THE DISTRIBUTION COMPLIANCE PERIOD, AFTER WHICH THE REGULATION S BONDS EVIDENCED HEREBY SHALL NO LONGER BE SUBJECT TO THE RESTRICTIONS PROVIDED IN THIS LEGEND, PROVIDED THAT AT SUCH TIME AND THEREAFTER THE OFFER OR SALE OF REGULATION S BONDS EVIDENCED HEREBY WOULD NOT BE RESTRICTED UNDER ANY APPLICABLE SECURITIES LAWS OF THE UNITED STATES OR OF THE STATES OR TERRITORIES OF THE UNITED STATES.

CUSIP: G03791AA1
Common Code: 043054805	ISIN: XS0430548056

ANGLOGOLD ASHANTI HOLDINGS FINANCE PLC

(incorporated under the laws of the Isle of Man with registered number 002740V)

U.S.$ 732,500,000 3.50 per cent. Guaranteed Convertible Bonds due 2014

guaranteed by

ANGLOGOLD ASHANTI LIMITED

(incorporated and registered in the Republic of South Africa with registration number
1944/017354/06)

34

and convertible Into American Depositary Shares representing Shares in

ANGLOGOLD ASHANTI LIMITED

The Bonds in respect of which this Global Bond is issued form part of the series designated as specified in the title (the “Bonds”) of Anglogold Ashanti Holdings Finance plc (the “Issuer”).

The Issuer hereby certifies that The Bank of New York Depository (Nominees) Limited is, at the date hereof, entered in the register of Bondholders as the holder of Bonds in the principal amount of

U.S.$498,200,000

(Four hundred and ninety eight million two hundred thousand United States dollars)

or such other amount as is shown on the register of Bondholders as being represented by this Regulation S Global Bond and is duly endorsed (for information purposes only) in the third column of Schedule A to this Regulation S Global Bond. For value received, the Issuer promises to pay the person who appears at the relevant time on the register of Bondholders as holder of the Bonds in respect of which this Regulation S Global Bond is issued, such amount or amounts as shall become due and payable from time to time in respect of such Bonds and otherwise to comply with the Conditions referred to below.

The Bonds are constituted by a Trust Deed dated 22 May 2009 (the “Trust Deed”) between the Issuer, Anglogold Ashanti Limited (the “Guarantor”) and The Law Debenture Trust Corporation p.l.c. as trustee (the “Trustee”) and are subject to the Trust Deed and the terms and conditions (the “Conditions”) set out in Schedule 4 to the Trust Deed, as modified by the provisions of this Regulation S Global Bond. Terms defined in the Trust Deed have the same meaning when used herein.

This Regulation S Global Bond is evidence of entitlement only.

Title to the Bonds passes only on due registration of Bondholders and only the duly registered holder is entitled to payments on Bonds in respect of which this Regulation S Global Bond is issued.

Exchange

Owners of beneficial interests in the Bonds in respect of which this Regulation S Global Bond is issued will be entitled to have title to the Bonds registered in their names and to receive individual definitive registered Bonds if (1) either Euroclear or Clearstream, Luxembourg (or any other clearing system as shall have been designated by the Issuer and approved by the Trustee on behalf of which the Bonds evidenced by this Regulation S Global Bond may be held) is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so or (2) there shall have occurred and be continuing an Event of Default or (3) instructions have been given for the transfer of an interest in the Bonds evidenced by this Regulation S Global Bond to a person who would otherwise take delivery thereof in the form of an interest in the Bonds evidenced by the Rule 144A Global Bond where the Rule 144A Global Bond has been exchanged for definitive registered Bonds.

In such circumstances, the Issuer will cause sufficient individual definitive registered Bonds to be executed and delivered to the Registrar for completion, authentication and despatch to the relevant Bondholders within 21 days following a request therefor by the holder of this Regulation S Global Bond. A person with an interest in the Bonds represented by this Regulation S Global Bond must provide the Registrar with (i) a written order containing instructions and other such information as the Issuer and the Registrar may require to complete, execute and deliver such

35

individual definitive registered Bonds and (ii) a certificate to the effect that (other than in the case of (3) above) such person is not transferring its interest in this Regulation S Global Bond or in the case of (3) above where such transfer is within the Distribution Compliance Period, a certificate as required by the Agency Agreement.

The Conditions are modified as follows in so far as they apply to the Bonds represented by this Regulation S Global Bond is issued.

The statements set out in the legend above are an integral part of the Bond or Bonds in respect of which this Regulation S Global Bond is issued and by acceptance hereof each holder or beneficial owner of the Bonds evidenced by this Regulation S Global Bond or any owner of an interest in such Bonds agrees to be subject to and bound by the terms of such legend.

Meetings

The holder hereof shall be treated as two persons for the purposes of any quorum requirements of a meeting of Bondholders and, at any such meeting, as having one vote in respect of each U.S.$100,000 principal amount of Bonds represented by this Regulation S Global Bond. The Trustee may allow to attend and speak (but not to vote) at any meeting of Bondholders any accountholder (or the representative of any such person) of a clearing system with an interest in the Bonds represented by this Regulation S Global Bond on confirmation of entitlement and proof of his identity.

Conversion

Subject to the requirements of Euroclear and Clearstream, Luxembourg, the Conversion Right attaching to Bonds represented by this Regulation S Global Bond may be exercised by the presentation of one or more Conversion Notices duly completed by or on behalf of a holder of a book-entry interest in such Bond together with this Regulation S Global Bond to the Principal Paying, Transfer and Conversion Agent or such other Agent as shall have been notified to the holder of this Regulation S Global Bond for such purpose for annotation. The provisions of Condition 6 of the Bonds will otherwise apply.

Redemption at the Option of the Issuer

The option of the Issuer provided for in Condition 7(b) shall be exercised by the Issuer giving notice to the Bondholders within the time limits set out in, and containing the information required by, that Condition.

Trustee’s Powers

In considering the interests of Bondholders the Trustee may, to the extent it considers it appropriate to do so in the circumstances, (a) have regard to such information as may have been made available to it by or on behalf of the relevant clearing system or its operator as to the identity of its accountholders (either individually or by way of category) with entitlements in respect of Bonds and (b) consider such interests on the basis that such accountholders were the holders of the Bonds represented by this Regulation S Global Bond.

Redemption at the Option of Bondholders

The option of the Bondholders provided for in Condition 7(e) may be exercised by the holder of this Regulation S Global Bond giving notice to the Principal Paying, Transfer and Conversion Agent within the time limits relating to the deposit of Bonds with a Paying, Transfer and Conversion Agent set out in that Condition substantially in the form of the redemption notice available from any Paying, Transfer and Conversion Agent and stating the principal amount of Bonds in respect of which the option is exercised and at the same time presenting this Regulation

36

S Global Bond to the Principal Paying, Transfer and Conversion Agent for notation accordingly in the Schedule hereto.

Enforcement

For the purposes of enforcement of the provisions of the Trust Deed against the Trustee, the persons named in a certificate of the holder of the Bonds represented by this Regulation S Global Bond shall be recognised as the beneficiaries of the trusts set out in the Trust Deed to the extent of the principal amount of their interest in the Bonds set out in the certificate of the holder as if they were themselves the holders of Bonds in such principal amounts.

Purchase and Cancellation

Cancellation of any Bond following its purchase will be effected by reduction in the principal amount of the Bonds in the Register.

Payments

Payments of principal in respect of Bonds represented by this Regulation S Global Bond will be made against presentation and, if no further payment falls to be made in respect of the Bonds, surrender of this Regulation S Global Bond to or to the order of the Principal Paying, Transfer and Conversion Agent or such other Agent as shall have been notified to the holder of this Regulation S Global Bond for such purpose.

Transfers

Transfers of interests in the Bonds represented by this Regulation S Global Bond for interests in the Rule 144A Global Bond shall be made in accordance with the Paying, Transfer and Conversion Agency Agreement and in accordance with the operating procedures of the relevant clearing system and any such transfers at any time on or prior to the end of the Distribution Compliance Period may only be made upon presentation of a certificate as provided in the Agency Agreement.

Notices

So long as Bonds are represented by this Regulation S Global Bond and this Regulation S Global Bond is held on behalf of Euroclear or Clearstream, Luxembourg, notices to the holders of such Bonds may be given by delivery of the relevant notice to the relevant clearing system for communication by it to entitled accountholders in substitution for notification, as required by the Conditions.

This Regulation S Global Bond shall not be valid for any purpose until authenticated by or on behalf of the Registrar.

This Regulation S Global Bond and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law.

In Witness whereof the Issuer has caused this Regulation S Global Bond to be signed on its behalf.

Dated 22 May 2009

ANGLOGOLD ASHANTI HOLDINGS FINANCE PLC

By:

Authorised Director

37

Certificate of Authentication

Certified that the above-named holder is at the date hereof entered in the register of Bondholders as holder of the above-mentioned principal amount of Bonds.

THE BANK OF NEW YORK MELLON

(as Registrar)

By:

Authorised Signatory

Dated 22 May 2009

38

SCHEDULE A

SCHEDULE OF INCREASE OR REDUCTION IN PRINCIPAL AMOUNT OF
THE BONDS REPRESENTED BY THIS REGULATION S GLOBAL BOND IS
ISSUED

The following increases or reductions in the principal amount of the Bonds represented by this Regulation S Global Bond have been made as a result of (i) exercise of Conversion Rights or (ii) redemption or purchase and cancellation of Bonds or (iii) transfer of Bonds (including transfers of interests between the Global Bonds):

Date of
Conversion/Transfer/
Redemption/
Purchase and
cancellation /Issue
(stating which) Amount of increase
or decrease in
principal amount of
Bonds represented
by this Regulation S
Global Bond Principal amount of
Bonds represented
by this Regulation S
Global Bond
following such
increase or decrease Notation made by or
on behalf of the
Principal Paying,
Transfer and
Conversion Agent

39

Schedule 2

Part II - Form of Original Rule 144A Global Bond

ISIN: US03512QAA58 CUSIP: 03512QAA5

THE RULE 144A BONDS AND THE GUARANTEE IN RESPECT THEREOF EVIDENCED HEREBY, THE AMERICAN DEPOSITARY SHARES OF ANGLOGOLD ASHANTI LIMITED DELIVERABLE UPON CONVERSION OF THE RULE 144A BONDS EVIDENCED HEREBY AND THE SHARES UNDERLYING SUCH AMERICAN DEPOSITARY SHARES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT IS (A) A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A) OR A PURCHASER THAT THE SELLER AND ANY PERSON ACTING ON THE SELLER’S BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE PURCHASING FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, AND (B) AWARE THAT THE OFFER, SALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”) TO A PERSON OTHER THAN A U.S. PERSON (AS DEFINED IN REGULATION S), (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. EACH HOLDER AND BENEFICIAL OWNER, BY ITS ACCEPTANCE OF THIS RULE 144A BOND, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS AND THAT NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALES OF THIS RULE 144A BOND OR THE GUARANTEE IN RESPECT THEREOF, THE AMERICAN DEPOSITARY SHARES AND THE SHARES UNDERLYING SUCH AMERICAN DEPOSITARY SHARES.

THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER OF THE RULE 144A BONDS EVIDENCED HEREBY PURSUANT TO CLAUSE (3) ABOVE OR THE LATER OF (A) 22 MAY 2010 AND (B) THE DATE THAT IS TWELVE MONTHS AFTER THE LAST DATE ON WHICH THE GUARANTOR OR ANY OF ITS AFFILIATES WAS THE OWNER OF THE RULE 144A BONDS, OR, IN EACH CASE, A SHORTER PERIOD AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT.

ANGLOGOLD ASHANTI HOLDINGS FINANCE PLC

(incorporated under the laws of the Isle of Man with registered number 002740V)

U.S.$ 732,500,000 3.50 per cent. Guaranteed Convertible Bonds due 2014

guaranteed by

ANGLOGOLD ASHANTI LIMITED

(incorporated and registered in the Republic of South Africa with registration number
1944/017354/06)

and convertible into American Depositary Shares representing Shares in

ANGLOGOLD ASHANTI LIMITED

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The Bonds in respect of which this Rule 144A Global Bond is issued form part of the series designated as specified in the title (the “Bonds”) of AngloGold Ashanti Holdings Finance plc (the “Issuer”).

The Issuer hereby certifies that Cede & Co. is, at the date hereof, entered in the register of Bondholders as the holder of Bonds in the principal amount of

U.S.$234,300,000

(Two hundred and thirty four million three hundred thousand United States dollars)

or such other amount as is shown on the register of Bondholders as being represented by this Rule 144A Global Bond and is duly endorsed (for information purposes only) in the third column of Schedule A to this Rule 144A Global Bond. For value received, the Issuer promises to pay the person who appears at the relevant time on the register of Bondholders as holder of the Bonds in respect of which this Rule 144A Global Bond is issued such amount or amounts as shall become due and payable from time to time in respect of such Bonds and otherwise to comply with the Conditions referred to below.

The Bonds are constituted by a Trust Deed dated 22 May 2009 (the “Trust Deed”) between the Issuer, the Guarantor and The Law Debenture Trust Corporation p.l.c. as trustee (the “Trustee”) and are subject to the Trust Deed and the terms and conditions (the “Conditions”) set out in Schedule 4 to the Trust Deed, as modified by the provisions of this Rule 144A Global Bond. Terms defined in the Trust Deed have the same meanings when used herein.

This Rule 144A Global Bond is evidence of entitlement only. Title to the Bonds passes only on due registration in the register of Bondholders and only the duly registered holder is entitled to payments on Bonds in respect of which this Rule 144A Global Bond is issued.

Exchange

Owners of beneficial interests in the Bonds in respect of which this Rule 144A Global Bond is issued will be entitled to have title to the Bonds registered in their names and to receive individual definitive registered Bonds if (1) The Depository Trust Company (“DTC”) (or any other clearing system as shall have been designated by the Issuer and approved by the Trustee on behalf of which the Bonds evidenced by this Rule 144A Global Bond may be held) notifies the Issuer that it is no longer willing or able to discharge properly its responsibilities as depositary with respect to the Bonds, or ceases to be a “Clearing Agency” registered under the U.S. Securities Exchange Act of 1934, as amended, or is at any time no longer eligible to act as such and the Issuer is unable to locate a qualified successor within 90 days of receiving notice of such ineligibility on the part of DTC (or, as the case may be, such other clearing system) or (2) there shall have occurred and be continuing an Event of Default or (3) instructions have been given for the transfer of an interest in the Bonds evidenced by this Rule 144A Global Bond to a person who would otherwise take delivery thereof in the form of an interest in the Bonds evidenced by the Regulation S Global Bond where the Regulation S Global Bond has been exchanged for definitive registered Bonds.

In such circumstances, the Issuer will cause sufficient individual definitive registered Bonds to be executed and delivered to the Registrar for completion, authentication and despatch to the relevant Bondholders within 21 days following a request therefor by the holder of this Rule 144A Global Bond. A person with an interest in the Bonds represented by this Rule 144A Global Bond must provide the Registrar with (i) a written order containing instructions and other such information as the Issuer and the Registrar may require to complete, execute and deliver such individual definitive registered Bonds and (ii) a certificate to the effect that (other than in the case of (3) above) such person is not transferring its interest in this Rule 144A Global Bond or in the case of (3) above, a certificate as required by the Agency Agreement.

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The Conditions are modified as follows in so far as they apply to the Bonds represented by this Rule 144A Global Bond is issued.

The statements set out in the legend above are an integral part of the Bond or Bonds in respect of which this Rule 144A Global Bond is issued and by acceptance hereof each holder or beneficial owner of the Bonds evidenced by this Rule 144A Global Bond or any owner of an interest in such Bonds agrees to be subject to and bound by the terms of such legend.

Meetings

The holder hereof shall be treated as two persons for the purposes of any quorum requirements of a meeting of Bondholders and, at any such meeting, as having one vote in respect of each U.S.$100,000 principal amount of Bonds represented by this Rule 144A Global Bond. The Trustee may allow to attend and speak (but not to vote) at any meeting of Bondholders any accountholder (or the representative of any such person) of a clearing system entitled to Bonds represented by this Rule 144A Global Bond on confirmation of entitlement and proof of his identity.

Conversion

Subject to the requirements of DTC, the Conversion Right attaching to Bonds represented by this Rule 144A Global Bond may be exercised by the presentation of one or more Conversion Notices duly completed by or on behalf of a holder of a book-entry interest in such Bond together with this Rule 144A Global Bond to the Principal Paying, Transfer and Conversion Agent or such other Agent as shall have been notified to the holder of this Rule 144A Global Bond for such purpose for annotation. The provisions of Condition 6 of the Bonds (including the Alternative Settlement Election in favour of the Issuer) will otherwise apply.

Redemption at the Option of the Issuer

The option of the Issuer provided for in Condition 7(b) shall be exercised by the Issuer giving notice to the Bondholders within the time limits set out in, and containing the information required by, that Condition.

Trustee’s Powers

In considering the interests of Bondholders the Trustee may, to the extent it considers it appropriate to do so in the circumstances, (a) have regard to such information as may have been made available to it by or on behalf of the relevant clearing system or its operator as to the identity of its accountholders (either individually or by way of category) with entitlements in respect of Bonds and (b) consider such interests on the basis that such accountholders were the holders of the Bonds represented by this Rule 144A Global Bond.

Redemption at the Option of Bondholders

The option of the Bondholders provided for in Condition 7(e) may be exercised by the holder of this Rule 144A Global Bond giving notice to the Principal Paying, Transfer and Conversion Agent within the time limits relating to the deposit of Bonds with a Paying, Transfer and Conversion Agent set out in that Condition substantially in the form of the redemption notice available from any Paying, Transfer and Conversion Agent and stating the principal amount of Bonds in respect of which the option is exercised and at the same time presenting this Rule 144A Global Bond to the Principal Paying, Transfer and Conversion Agent for notation accordingly in the Schedule hereto.

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Enforcement

For the purposes of enforcement of the provisions of the Trust Deed against the Trustee, the persons named in a certificate of the holder of the Bonds represented by this Rule 144A Global Bond shall be recognised as the beneficiaries of the trusts set out in the Trust Deed to the extent of the principal amount of their interest in the Bonds set out in the certificate of the holder as if they were themselves the holders of Bonds in such principal amounts.

Purchase and Cancellation

Cancellation of any Bond following its purchase will be effected by reduction in the principal amount of the Bonds in the Register.

Payments

Payments of principal in respect of Bonds represented by this Rule 144A Global Bond will be made against presentation and, if no further payment falls to be made in respect of the Bonds, surrender of this Rule 144A Global Bond to or to the order of the Principal Paying, Transfer and Conversion Agent or such other Agent as shall have been notified to the holder of this Rule 144A Global Bond for such purpose.

Transfers

Transfers of interests in the Bonds represented by this Rule 144A Global Bond for interests in the Regulation S Global Bond shall be made in accordance with the Paying, Transfer and Conversion Agency Agreement and in accordance with the operating procedures of the relevant clearing system and any such transfers may only be made upon presentation of a certificate as provided in the Agency Agreement.

Notices

So long as Bonds are represented by this Rule 144A Global Bond and this Rule 144A Global Bond is held on behalf of DTC, notices to the holders of such Bonds may be given by delivery of the relevant notice to DTC for communication by it to entitled accountholders in substitution for notification as required by the Conditions.

This Rule 144A Global Bond shall not be valid for any purpose until authenticated by or on behalf of the Registrar.

This Rule 144A Global Bond and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law.

In Witness whereof the Issuer has caused this Rule 144 Global Bond to be signed on its behalf.

Dated 22 May 2009

ANGLOGOLD ASHANTI HOLDINGS FINANCE PLC

By:

Authorised Director

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Certificate of Authentication

Certified that the above-named holder is at the date hereof entered in the register of Bondholders as holder of the above-mentioned principal amount of Bonds.

THE BANK OF NEW YORK MELLON

(as Registrar)

By:

Authorised Signatory

Dated: 22 May 2009

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SCHEDULE A

SCHEDULE OF INCREASE OR REDUCTION IN PRINCIPAL AMOUNT OF
THE BONDS REPRESENTED BY THIS RULE 144A GLOBAL BOND IS ISSUED

The following increases or reductions in the principal amount of the Bonds represented by this Rule 144A Global Bond have been made as a result of (i) exercise of Conversion Rights or (ii) redemption or purchase and cancellation of Bonds or (iii) transfer of Bonds (including transfers of interests between the Global Bonds):

Date of
Conversion/Transfer/
Redemption/Purchase
and cancellation/Issue
(stating which) Amount of increase
or decrease in
principal amount of
Bonds represented
by this Rule 144A
Global Bond Principal amount
of Bonds
represented by this
Rule 144A Global
Bond following
such increase or
decrease Notation made by or
on behalf of the
Principal Paying,
Transfer and
Conversion Agent

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Schedule 3
Provisions for meetings of Bondholders

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1.1A holder of a Bond in registered form may by an instrument in writing in the form available from any Agent in English (a “form of proxy”) signed by the holder or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation and delivered to any Paying, Transfer and Conversion Agent not later than 48 hours before the time fixed for any meeting, appoint any person as a proxy (a “proxy”) to act on his or its behalf in connection with any meeting or proposed meeting of Bondholders.

1.2A holder of a Bond in registered form which is a corporation may, by delivering to any Paying, Transfer and Conversion Agent not later than 48 hours before the time fixed for any meeting a resolution in English of its directors or other governing body, authorise any person to act as its representative (a “representative”) in connection with any meeting or proposed meeting of Bondholders.

1.3A proxy or representative so appointed shall so long as such appointment remains in force be deemed, for all purposes in connection with any meeting or proposed meeting of Bondholders specified in such appointment, to be the holder of the Bonds to which such appointment relates and the holder of the Bonds shall be deemed for such purposes not to be the holder.

1.4If the holder of a Bond is DTC or a nominee of DTC, such nominee or DTC may appoint proxies in accordance with and in the form used by DTC as part of its usual procedures from time to time in relation to meetings of Bondholders. Any proxy so appointed may by an instrument in writing in the form in the English language available from the specified office of the Principal Paying, Transfer and Conversion Agent, or in such other form as approved by the Trustee, signed by the proxy or, in the case of a corporation, executed under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation and delivered to the Principal Paying, Transfer and Conversion Agent not later than 24 hours before the time fixed for any meeting or communicated to the Principal Paying, Transfer and Conversion Agent by electronic means in accordance with its usual procedures appoint any person (the “sub-proxy”) to act on his or its behalf in connection with any meeting or proposed meeting of Bondholders provided that any such appointment certifies that no other person has been appointed as a sub-proxy in respect of the relevant Bonds and that no voting instruction has been given in relation to those Bonds. All references to “proxy” or “proxies” in this Schedule other than in this paragraph shall be read so as to include references to “sub-proxy” or “sub-proxies”.

1.5For so long as the Bonds are eligible for settlement through DTC’s book-entry settlement system, the Issuer may fix a record date for the purpose of any meeting, provided such record date is no more than 10 days prior to the date fixed for such meeting. The person in whose name a Bond is registered on the record date shall be the holder for the purposes of the relevant meeting.

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2Each of the Issuer, the Guarantor and the Trustee at any time may, and the Trustee (subject to its being indemnified to its satisfaction against all costs and expenses thereby occasioned) upon a request in writing of Bondholders holding not less than one-tenth in principal amount of the Bonds for the time being outstanding shall, convene a meeting of Bondholders. Whenever any such party is about to convene any such meeting it shall forthwith give notice in writing to each other party of the day, time and place of the meeting and of the nature of the business to be transacted at it. Every such meeting shall be held at such time and place as the Trustee may approve.

3At least 21 days’ notice (exclusive of the day on which the notice is given and of the day on which the meeting is held) specifying the day, time and place of meeting shall be given to the Bondholders. A copy of the notice shall in all cases be given by the party convening the meeting to each of the other parties. Such notice shall also specify, unless in any particular case the Trustee otherwise agrees, the nature of the resolutions to be proposed.

4A person (who may, but need not, be a Bondholder) nominated in writing by the Trustee may take the chair at every such meeting but if no such nomination is made or if at any meeting the person nominated shall not be present within 15 minutes after the time fixed for the meeting the Bondholders present shall choose one of their number to be chairman, failing which the Issuer may appoint a chairman. The chairman of an adjourned meeting need not be the same person as was chairman of the original meeting.

5At any such meeting any one or more persons present in person holding Bonds or voting certificates or being proxies or representatives and holding or representing in the aggregate not less than one-tenth in principal amount of the Bonds for the time being outstanding shall (except for the purpose of passing an Extraordinary Resolution) form a quorum for the transaction of business and no business (other than the choosing of a chairman) shall be transacted at any meeting unless the requisite quorum be present at the commencement of business. The quorum at any such meeting for passing an Extraordinary Resolution shall (subject as provided below) be one or more persons present in person holding Bonds or voting certificates or being proxies or representatives and holding or representing in the aggregate a clear majority in principal amount of the Bonds for the time being outstanding provided that at any meeting the business of which includes any of the matters specified in the proviso to paragraph 16 the quorum shall be one or more persons present in person holding Bonds or voting certificates or being proxies or representatives and holding or representing in the aggregate not less than two-thirds in principal amount of the Bonds for the time being outstanding.

6If within 15 minutes from the time fixed for any such meeting a quorum is not present the meeting shall, if convened upon the requisition of Bondholders, be dissolved. In any other case it shall stand adjourned (unless the Issuer, the Guarantor and the Trustee agree that it be dissolved) for such period, not being less than 14 days nor more than 42 days, and to such place, as may be decided by the chairman. At such adjourned meeting one or more persons present in person holding Bonds or voting certificates or being proxies or representatives (whatever the principal amount of the Bonds so held or represented) shall form a quorum and may pass any resolution and decide upon all matters which could properly have been dealt with at the meeting from which the adjournment took place had a quorum been present at such meeting provided that at any adjourned meeting at which is to be proposed an Extraordinary Resolution for the purpose of effecting any of the modifications specified in the proviso to paragraph 16 the quorum shall be one or more persons so present holding Bonds or voting certificates or being proxies or representatives and holding or representing in the aggregate not less than one-third in principal amount of the Bonds for the time being outstanding.

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7The chairman may with the consent of (and shall if directed by) any meeting adjourn such meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place.

8At least 10 days’ notice of any meeting adjourned through want of a quorum shall be given in the same manner as for an original meeting and such notice shall state the quorum required at such adjourned meeting. It shall not, however, otherwise be necessary to give any notice of an adjourned meeting.

9Every question submitted to a meeting shall be decided in the first instance by a show of hands and in case of equality of votes the chairman shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) which he may have as a Bondholder or as a holder of a voting certificate or as a proxy or representative.

10At any meeting, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman, the Issuer, the Guarantor, the Trustee or by one or more persons holding one or more Bonds or voting certificates or being proxies or representatives and holding or representing in the aggregate not less than one-fiftieth in principal amount of the Bonds for the time being outstanding, a declaration by the chairman that a resolution has been carried or carried by a particular majority or lost or not carried by any particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

11If at any meeting a poll is so demanded, it shall be taken in such manner and (subject as provided below) either at once or after such an adjournment as the chairman directs and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded as at the date of the taking of the poll. The demand for a poll shall not prevent the continuation of the meeting for the transaction of any business other than the question on which the poll has been demanded.

12Any poll demanded at any meeting on the election of a chairman or on any question of adjournment shall be taken at the meeting without adjournment.

13The Issuer, the Guarantor and the Trustee (through their respective representatives) and their respective financial and legal advisers may attend and speak at any meeting of Bondholders. No one else may attend at any meeting of Bondholders or join with others in requesting the convening of such a meeting unless he is the holder of a Bond or a voting certificate or is a proxy or a representative.

14At any meeting on a show of hands every person who is present in person and who produces a Bond or voting certificate or is a proxy or a representative shall have one vote and on a poll every person who is so present shall have one vote in respect of each U.S.$100,000 (or, in the case of meetings of holders of Bonds denominated in another currency, as the Trustee in its absolute discretion may decide) in principal amount of the Bonds so produced or represented by the voting certificate so produced or in respect of which he is a proxy or a representative. Without prejudice to the obligations of proxies named in any block voting instruction, any person entitled to more than one vote need not use all his votes or cast all the votes to which he is entitled in the same way.

15The proxy need not be a Bondholder.

16A meeting of Bondholders shall, subject to the Conditions, in addition to the powers given above, but without prejudice to any powers conferred on other persons by this Trust Deed, have power exercisable by Extraordinary Resolution:

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16.1to sanction any proposal by the Issuer, the Guarantor or the Trustee for any modification, abrogation, variation or compromise of, or arrangement in respect of, the rights of the Bondholders against the Issuer or the Guarantor or against any of its property whether such rights shall arise under this Trust Deed or otherwise;

16.2to sanction any scheme or proposal for the exchange, substitution or sale of the Bonds for, or the conversion of the Bonds into, or the cancellation of the Bonds in consideration of, shares, stock, notes, bonds, debentures, debenture stock and/or other obligations and/or securities of the Issuer or the Guarantor or any other body corporate formed or to be formed, or for or into or in consideration of cash, or partly for or into or in consideration of such shares, stock, notes, bonds, debentures, debenture stock and/or other obligations and/or securities as aforesaid and partly for or into or in consideration of cash;

16.3to assent to any modification of this Trust Deed or the Conditions that relate to the rights appertaining to the Bonds which shall be proposed by the Issuer, the Guarantor or the Trustee;

16.4to authorise anyone to concur in and do all such things as may be necessary to carry out and to give any authority, direction or sanction which under this Trust Deed or the Bonds is required to be given by Extraordinary Resolution;

16.5to appoint any persons (whether Bondholders or not) as a committee or committees to represent the interests of the Bondholders and to confer upon such committee or committees any powers or discretions which the Bondholders could themselves exercise by Extraordinary Resolution;

16.6to approve a person proposed to be appointed as a new Trustee and to remove any Trustee;

16.7to approve the substitution of any entity for the Issuer (or any previous substitute) as principal debtor under this Trust Deed; and

16.8to discharge or exonerate the Trustee from any liability in respect of any act or omission for which it may become responsible under this Trust Deed or the Bonds;

provided that the special quorum provisions contained in the proviso to paragraph 5 and, in the case of an adjourned meeting, in the proviso to paragraph 6 shall apply in relation to any Extraordinary Resolution for the purpose of paragraph 16.2 or 16.7 or for the purpose of making any modification to the provisions contained in this Trust Deed or the Bonds which would have the effect of:

16.8.1modifying the maturity of the Bonds or the dates on which interest is payable in respect of the Bonds;

16.8.2reducing or cancelling the principal amount, or interest on, the Bonds;

16.8.3changing the currency of any payment in respect of the Bonds;

16.8.4modifying or varying the Conversion Rights in respect of the Bonds, other than pursuant to a Newco Scheme Modification;

16.8.5increasing the Conversion Price, other than in accordance with the Conditions or pursuant to a Newco Scheme Modification;

16.8.6modifying the provisions contained in this Schedule concerning the quorum required at any meeting of Bondholders or the majority required to pass an Extraordinary Resolution; or

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16.8.7amending this proviso.

17An Extraordinary Resolution passed at a meeting of Bondholders duly convened and held in accordance with this Trust Deed shall be binding upon all the Bondholders, whether or not present at such meeting and whether or not they vote in favour, and each of the Bondholders shall be bound to give effect to it accordingly. The passing of any such resolution shall be conclusive evidence that the circumstances of such resolution justify the passing of it.

18The expression “Extraordinary Resolution” means a resolution passed at a meeting of Bondholders duly convened and held in accordance with these provisions by a majority consisting of not less than three-quarters of the votes cast.

19Minutes of all resolutions and proceedings at every such meeting shall be made and entered in the books to be from time to time provided for that purpose by the Issuer, the Guarantor or the Trustee and any such minutes, if purporting to be signed by the chairman of the meeting at which such resolutions were passed or proceedings transacted or by the chairman of the next succeeding meeting of Bondholders, shall be conclusive evidence of the matters contained in them and until the contrary is proved every such meeting in respect of the proceedings of which minutes have been so made and signed shall be deemed to have been duly convened and held and all resolutions passed or proceedings transacted at it to have been duly passed and transacted.

20Subject to all other provisions contained in this Trust Deed the Trustee may without the consent of the Bondholders prescribe such further regulations regarding the holding of meetings of Bondholders and attendance and voting at them as the Trustee may in its sole discretion determine including particularly (but without prejudice to the generality of the foregoing) such regulations and requirements as the Trustee thinks reasonable so as to satisfy itself that persons who purport to requisition a meeting in accordance with paragraph 2 or who purport to make any requisition to the Trustee in accordance with this Trust Deed are in fact Bondholders.

21If and whenever the Issuer shall have issued and have outstanding any Bonds which are not identical and do not form one single series then those Bonds which are in all respects identical shall be deemed to constitute a separate series of the Bonds and the foregoing provisions of this Schedule shall have effect subject to the following modifications:

21.1a resolution which in the opinion of the Trustee affects one series only of the Bonds shall be deemed to have been duly passed if passed at a separate meeting of the holders of the Bonds of that series;

21.2a resolution which in the opinion of the Trustee affects more than one series of the Bonds but does not give rise to a conflict of interest between the holders of Bonds of any of the series so affected shall be deemed to have been duly passed if passed at a single meeting of the holders of the Bonds of all the series so affected;

21.3a resolution which in the opinion of the Trustee affects more than one series of the Bonds and gives or may give rise to a conflict of interest between the holders of the Bonds of any of the series so affected shall be deemed to have been duly passed only if it shall be duly passed at separate meetings of the holders of the Bonds of each series so affected; and

21.4to all such meetings as aforesaid all the preceding provisions of this Schedule shall mutatis mutandis apply as though references therein to Bonds and holders were references to the Bonds of the series or group of series in question and to the holders of such Bonds respectively.

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21.5If the Issuer shall have issued and have outstanding (a) Bonds which are not denominated in United States dollars or (b) more than one series of Bonds denominated in United States dollars but in differing denominations, the following provisions shall apply. In the case of any meeting of holders of Bonds of more than one currency the principal amount of such Bonds not denominated in United States dollars shall (i) for the purposes of paragraph 3 above be the equivalent in United States dollars at the spot rate of a bank nominated by the Trustee for the conversion of the relevant currency or currencies into United States dollars on the seventh dealing day prior to the day on which the request in writing is received by the Trustee and (ii) for the purposes of paragraphs 5, 6, 10 and 14 above (whether in respect of the meeting, or any adjourned such meeting or any poll resulting therefrom) be the equivalent in United States dollars at such spot rate on the seventh dealing day (as defined above) prior to the day of such meeting or, if applicable, the taking of such poll. In such circumstances, and where separate series of Bonds denominated in United States dollars but of different denominations are to be treated together for the purposes of this Schedule, on any poll each person present shall have one vote for every complete one United States dollar of Bonds (converted as above) which he holds.

22Nothing in this Trust Deed shall prevent any of the proxies named in any block voting instruction or form of proxy from being a director, managing director, officer or representative of, or otherwise connected with, the Guarantor or any of its subsidiaries.

23References in this Schedule to Agents shall, where the context requires, be taken to be references to Paying, Transfer and Conversion Agent.

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Schedule 4
Terms and Conditions of the Bonds

The issue of the U.S.$732,500,000 3.50 per cent. Guaranteed Convertible Bonds due 2014 (the “Bonds”, which expression shall, except where otherwise indicated, include any Further Bonds) was authorised by a resolution of the Board of Directors of AngloGold Ashanti Holdings Finance plc (the “Issuer”) passed on 6 April 2009. The giving of the guarantee by AngloGold Ashanti Limited (the “Guarantor”) in respect of the Bonds was authorised by a resolution of the Board of Directors of the Guarantor passed on 6 April 2009.

The Bonds are constituted by a trust deed dated on or about the Closing Date (the “Trust Deed”) between the Issuer, the Guarantor and The Law Debenture Trust Corporation p.l.c. (the “Trustee”, which expression shall include all persons for the time being the trustee or trustees under the Trust Deed) as trustee for the holders (as defined below) of the Bonds. The statements set out in these Terms and Conditions (the “Conditions”) are summaries of, and are subject to, the detailed provisions of the Trust Deed, which includes the forms of the Bonds. The Bondholders (as defined below) are entitled to the benefit of, and are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and those applicable to them of the Paying, Transfer and Conversion Agency Agreement dated on or about the Closing Date (the “Agency Agreement”) relating to the Bonds between the Issuer, the Guarantor, the Trustee, The Bank of New York Mellon (the “Principal Paying, Transfer and Conversion Agent”, which expression shall include any successor as Principal Paying, Transfer and Conversion Agent under the Agency Agreement), the Paying, Transfer and Conversion Agents for the time being (such persons, together with the Principal Paying, Transfer and Conversion Agent, being referred to below as the “Paying, Transfer and Conversion Agents”, which expression shall include their successors as Paying, Transfer and Conversion Agents under the Agency Agreement) and The Bank of New York Mellon in its capacity as registrar (the “Registrar”, which expression shall include any successor as registrar under the Agency Agreement). Copies of the Trust Deed and the Agency Agreement are available for inspection during normal business hours at the registered office for the time being of the Trustee (being at the date of issue hereof at Fifth Floor, 100 Wood Street, London EC2V 7EX, England), and at the specified offices of the Paying, Transfer and Conversion Agents and the Registrar.

Capitalised terms used but not defined in these Conditions shall have the meanings attributed to them in the Trust Deed unless the context otherwise requires or unless otherwise stated.

1Form, Denomination, Title, Status and Guarantee

(a)Form and Denomination

The Bonds are in registered form, serially numbered, in principal amounts of U.S.$100,000 and integral multiples thereof (“authorised denominations”).

(b)Title

Title to the Bonds will pass by transfer and registration as described in Condition 4. The holder (as defined below) of any Bond will (except as otherwise required by law or as ordered by a court of competent jurisdiction) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or its theft or loss (or that of the related certificate, as appropriate) or anything written on it or on the certificate representing it (other than a duly executed transfer thereof)) and no person will be liable for so treating the holder.

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(c)Status of the Bonds

The Bonds constitute direct, unconditional, unsubordinated and (subject to Condition 2) unsecured obligations of the Issuer and rank pari passu without any preference among themselves, and (subject as aforesaid and save for certain obligations required to be preferred by law) with all other present and future unsecured and unsubordinated obligations of the Issuer from time to time outstanding.

(d)The Guarantee

The payment of all amounts payable in respect of the Bonds and all other moneys payable under or pursuant to the Trust Deed and the due and punctual performance by the Issuer of all its other obligations under the Trust Deed and the Bonds (including in respect of Conversion Rights) have been unconditionally and irrevocably guaranteed by the Guarantor in the Trust Deed (the “Guarantee”). The obligations of the Guarantor under the Guarantee are direct, unconditional, unsubordinated and (subject to the provisions of Condition 2) unsecured obligations of the Guarantor and (subject as aforesaid and save for certain obligations required to be preferred by law) rank equally with all other present and future unsecured and unsubordinated obligations of the Guarantor from time to time outstanding.

2Negative Pledge

So long as any of the Bonds remain outstanding (as defined in the Trust Deed) neither the Issuer nor the Guarantor will create or permit to subsist any mortgage, charge, pledge, lien or other form of encumbrance or security interest upon the whole or any part of its undertaking, assets or revenues present or future to secure any Relevant Debt, or any guarantee of or indemnity in respect of any Relevant Debt unless, at the same time or prior thereto, the Issuer’s or, as the case may be, the Guarantor’s obligations under the Bonds and the Trust Deed, (i) are secured equally and rateably therewith to the satisfaction of the Trustee, or (ii) have the benefit of such other security, guarantee, indemnity or other arrangement as the Trustee in its absolute discretion shall deem to be not materially less beneficial to the Bondholders or as shall be approved by an Extraordinary Resolution of the Bondholders.

3Definitions

In these Conditions (unless the context otherwise requires):

“Accounts” means, at any date or in respect of a financial year, the audited consolidated financial statements of the Guarantor most recently published or, as the case may be, in respect of that financial year, in any such case prepared in conformity with International Financial Reporting Standards (“IFRS”).

“Additional ADSs” means any additional ADSs to be delivered pursuant to Condition 6(c).

“Additional Shares” has the meaning provided in Condition 6(c).

“ADS current market price” means, for any ADS trading day, the closing price of the Unrestricted ADSs on the New York Stock Exchange or other applicable securities exchange on which the Unrestricted ADSs are listed on such day or, if no reported sales take place on such day, the average of the reported closing bid and offered price, in either case as reported by the New York Stock Exchange or other applicable securities exchange on which the Unrestricted ADSs are listed for such day as furnished by a

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reputable and Independent broker-dealer selected from time to time by the Guarantor and agreed in writing by the Trustee for this purpose.

“ADS trading day” means a day on which the New York Stock Exchange or other applicable securities exchange on which the Unrestricted ADSs are listed is open for business.

“ADSs” means the Unrestricted ADSs and/or the Restricted ADSs, as the case may be.

“Alternative Settlement Election” has the meaning provided in Condition 6(m).

“Approval Date” has the meaning provided in the definition “Conversion Commencement Date”.

“Bondholder” and “holder” means the person in whose name a Bond is registered in the Register (as defined in Condition 4(a)).

“business day” means, in relation to any place, a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets are open for business in that place.

“Business Day” means a day (other than a Saturday or Sunday) on which commercial banks are open for business in the place of the specified office of the Registrar.

“Capital Distribution” has the meaning provided in Condition 6(b)(iii)(A).

“Cash Dividend” has the meaning provided in Condition 6(b)(iii)(A).

“Closing Date” means 22 May 2009.

“Conversion Commencement Date” means the later of (A) the date which is 41 days after the Closing Date and (B) the earlier of (i) 22 November 2009 and (ii) the date (the “Approval Date”) on which Shareholders of the Guarantor in general meeting shall have approved the issue of Shares by the Guarantor on an exercise of Conversion Rights and placed a sufficient number of Shares under the control of the directors of the Guarantor as a specific authority for that purpose.

“Conversion Date” has the meaning provided in Condition 6(i).

“Conversion Notice” has the meaning provided in Condition 6(i).

“Conversion Period” has the meaning provided in Condition 6(a).

“Conversion Price” has the meaning provided in Condition 6(a).

“Conversion Right” has the meaning provided in Condition 6(a).

“Current Market Price” has the meaning provided in Condition 6(b).

“dealing day” has the meaning provided in Condition 6(b).

a “De-listing Event” shall occur, if, for any reason, neither the ADSs nor the Shares are listed and admitted to trading on either a national securities exchange registered under Section 6 of the U.S. Securities Exchange Act of 1934 or the London Stock Exchange.

“De-listing Event Notice” has the meaning provided in Condition 7(e).

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“De-listing Event Period” means the period commencing on the occurrence of the Delisting Event and ending 60 calendar days following the De-listing Event or, if later, 60 calendar days following the date on which a De-listing Event Notice as required by Condition 7(e) is given.

“De-listing Event Put Date” has the meaning provided in Condition 7(e).

“De-listing Event Put Exercise Notice” has the meaning provided in Condition 7(e).

“Deposit Agreement” means the Restricted Deposit Agreement and/or the Unrestricted Deposit Agreement, as the context may require.

“Dividend” has the meaning provided in Condition 6(b)(iii).

“DTC” means The Depository Trust Company.

“Exempt Newco Scheme” means a Newco Scheme where immediately after completion of the relevant scheme of arrangement the ordinary shares of Newco (or depositary or other receipts or certificates representing such ordinary shares) are admitted to listing and trading on either a national securities exchange registered under Section 6 of the U.S. Securities Exchange Act of 1934 or on the London Stock Exchange.

“Fair Market Value” has the meaning provided in Condition 6(b)(iii).

“Final Maturity Date” means 22 May 2014.

“Further Bonds” means any further Bonds issued pursuant to Condition 18 and consolidated and forming a single series with the then outstanding Bonds.

“Global Bond” means the Rule 144A Global Bond or the Regulation S Global Bond, as applicable.

“Group” means the Guarantor and its Subsidiaries and “member of the Group” shall be construed accordingly.

“Independent Financial Adviser” means an investment bank of international repute appointed by the Issuer and approved in writing by the Trustee (such approval not to be unreasonably withheld or delayed, having regard to the interests of the Bondholders only) or, if the Issuer fails to make such appointment and such failure continues for a reasonable period (as determined by the Trustee) and the Trustee is indemnified and/or secured and/or prefunded to its satisfaction against the costs, fees and expenses of such adviser, appointed by the Trustee following notification to the Issuer.

“Interest Payment Date” has the meaning provided in Condition 5(a).

“JSE” means The JSE Limited of South Africa.

“Make-Whole Amount” means, in respect of each U.S.$100,000 principal amount of Bonds in respect of which Conversion Rights shall be exercised pursuant to Condition 6(h) following a Relevant Event, an amount in U.S. dollars, equal to the principal amount of such Bond multiplied by the relevant percentage set out in the table below (such percentage determined by reference to the Make-Whole Parity Value and the first day of the Make-Whole Calculation Period), and provided that if the relevant Make-Whole Parity Value falls between two figures and/or two dates in the table below, the relevant amount shall be determined by linear interpolation.

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Make-Whole Parity Value (as a % of U.S.$100,000)	22 May 2009	22 May 2010	22 May 2011	22 May 2012	22 May 2013	22 May 2014
72.7270	27.2730	27.2730	27.2730	27.2730	27.2730	27.2730
77.7105	27.2730	27.2730	27.2478	26.6195	25.0496	22.2895
84.0114	26.7655	25.6124	24.0993	22.8735	20.9609	15.9886
94.5128	23.6146	21.8972	19.5286	17.1113	15.0656	5.4872
105.0142	20.9878	18.8174	15.7565	11.7860	10.0735	0.0000
126.0171	16.9496	14.1951	10.2652	1.8437	1.5460	0.0000
147.0199	14.0914	11.0728	6.8741	0.0000	0.0000	0.0000
168.0228	12.0383	8.9559	4.8884	0.0000	0.0000	0.0000
210.0284	9.4133	6.5110	3.0923	0.0000	0.0000	0.0000
262.5356	7.5995	5.0798	2.3946	0.0000	0.0000	0.0000
315.0427	6.5417	4.3712	2.1483	0.0000	0.0000	0.0000
420.0569	5.2744	3.6007	1.8637	0.0000	0.0000	0.0000
525.0711	4.3979	3.0517	1.6108	0.0000	0.0000	0.0000
630.0853	3.6595	2.5593	1.3635	0.0000	0.0000	0.0000

“Make-Whole Calculation Period” means the first five dealing days in the Relevant Event Period.

“Make-Whole Parity Value” means an amount calculated in accordance with the following formula:

where:

MWPV	=	the Make Whole Parity Value;
Sn	=	the number of ADSs (including, for this purpose, any fraction of an ADS, but rounded, if necessary, to five decimal places, with 0.000005 being rounded up) determined by dividing U.S.$100,000 by the Conversion Price in effect on the nth dealing day of the Make Whole Calculation Period;
Pn	=	the Volume Weighted Average Price of an ADS on the nth dealing day of the Make-Whole Calculation Period provided that if the Relevant Event arises as a result of a tender offer for Shares or ADSs, Pn shall be deemed to be the value per Share ascribed for the purposes of such tender offer, multiplied by the number of Shares represented by an ADS at the relevant time; and
N	=	5, being the number of dealing days in the Make-Whole Calculation Period,

provided that if any Dividend or other entitlement in respect of the Shares is announced on or prior to the relevant Conversion Date in circumstances where the record date or other due date for the establishment of entitlement in respect of such Dividend or other

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entitlement shall be on or after the relevant Conversion Date and if on any dealing day in the Make-Whole Calculation Period, the Volume Weighted Average Price determined as provided above is based on a price ex-Dividend or ex-any other entitlement, then such Volume Weighted Average Price shall be increased by an amount equal to the Fair Market Value of any such Dividend or other entitlement per Share (by reference to the number of Shares represented by an ADS at the relevant time) as at the date of the first public announcement of such Dividend or entitlement (or, if that is not a dealing day, the immediately preceding dealing day).

“Material Subsidiary” at any time means any member of the Group:

(i)which was a Subsidiary of the Guarantor at the date to which the then latest Accounts were made up and whose total revenue and/or gross assets (in each case consolidated in the case of a Subsidiary which itself has Subsidiaries) at the time of its latest financial statements (consolidated where applicable) exceeded 10 per cent. of the consolidated total revenue and/or gross assets of the Group at such date, as determined by reference to such Accounts; or

(ii)which has been a Subsidiary of the Guarantor for more than 180 days and which became a Subsidiary of the Guarantor subsequent to the date of the then latest Accounts and whose total revenue and/or gross assets (in each case consolidated in the case of a Subsidiary which itself has Subsidiaries) would, if consolidated financial statements of the Guarantor were prepared in accordance with IFRS on it becoming a Subsidiary of the Guarantor, exceed 10 per cent. of the consolidated total revenue and/or gross assets of the Group as would be determined by reference to such consolidated financial statements; or

(iii)any Subsidiary of the Guarantor which, although not a Material Subsidiary at the date of the then latest Accounts, subsequently acquires or develops assets and/or generates revenues which would, when aggregated with its existing assets and/or revenues (in each case consolidated in the case of a Subsidiary which itself has Subsidiaries), constitute 10 per cent. or more of the consolidated total revenue and/or gross assets of the Group if at any relevant time consolidated financial statements in accordance with IFRS were to have been prepared,

provided that if any Material Subsidiary shall at any relevant time cease to have revenue and/or gross assets (in each case consolidated in the case of a Subsidiary which itself has Subsidiaries) which constitute more than 10 per cent. of the consolidated total revenues and/or gross assets of the Group if consolidated financial statements of the Guarantor were prepared at that time in accordance with IFRS, it shall at that time cease to be a Material Subsidiary until such time as its revenues and/or gross assets (in each case consolidated in the case of a Subsidiary which itself has Subsidiaries) subsequently exceed 10 per cent. of the consolidated total revenues and/or gross assets of the Group at any relevant time and provided further that a certificate of two directors of the Guarantor that, in their opinion, a Subsidiary is or is not, or was or was not, at any particular time or during any particular period, a Material Subsidiary may be relied upon by the Trustee and, if so relied upon, shall, in the absence of manifest or proven error, be conclusive and binding on all concerned.

“Newco Scheme” means a scheme of arrangement which effects the interposition of a limited liability company (“Newco”) between the Shareholders of the Guarantor immediately prior to the scheme of arrangement (the “Existing Shareholders”) and the Guarantor; provided that immediately after completion of the scheme of arrangement the only shareholders of Newco are the Existing Shareholders (or where depositary or other receipts or certificates representing ordinary shares of Newco are issued to the Existing

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Shareholders, the only holders of such depositary or other receipts or certificates are the Existing Shareholders) and that all Subsidiaries of the Guarantor immediately prior to the scheme of arrangement (other than Newco, if Newco is then a Subsidiary of the Guarantor) are Subsidiaries of the Guarantor (or of Newco) immediately after the scheme of arrangement.

“Non-Cash Dividend” has the meaning provided in Condition 6(b)(iii).

“Optional Redemption Date” has the meaning provided in Condition 7(b).

“Optional Redemption Notice” has the meaning provided in Condition 7(b).

“Parity Value” means, in respect of any dealing day, the amount calculated as follows:

PV	=	N x CMP
where
PV	=	the Parity Value;
N	=	the number of ADSs that would fall to be issued or delivered on the exercise of Conversion Rights in respect of a Bond in the principal amount of U.S.$100,000, assuming the Conversion Date to be such dealing day and assuming, for this purpose, no exercise of the Alternative Settlement Election pursuant to Condition 6(m); and
CMP	=	the Volume Weighted Average Price of an ADS on such dealing day (provided that if on any such dealing day the ADSs shall have been quoted cum-Dividend or cum-any other entitlement, the Volume Weighted Average Price of an ADS on such dealing day shall be deemed to be the amount thereof reduced by an amount equal to the Fair Market Value of any such Dividend or entitlement per ADS as at the date of first public announcement of such Dividend or entitlement (or, if that is not a dealing day, the immediately preceding dealing day).

“rand” and “ZAR” means the lawful currency of the Republic of South Africa.

“Reference Date” has the meaning provided in Condition 6(a).

“Regulation S Global Bond” means the global bond representing Bonds sold to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act.

“Relevant Date” means, in respect of any Bond, whichever is the later of (i) the date on which payment in respect of it first becomes due and (ii) if any amount of the money payable is improperly withheld or refused, the date on which payment in full of the amount outstanding is made or (if earlier) the date on which notice is duly given to the Bondholders in accordance with Condition 17 that, upon further presentation of the Bond, where required pursuant to these Conditions, being made, such payment will be made, provided that such payment is in fact made upon such presentation.

“Relevant Debt” means any present or future indebtedness in the form of, or represented by, bonds, notes, debentures, loan stock or other securities which are, with the consent of the person issuing the same, for the time being, quoted, fisted or ordinarily dealt in on

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any stock exchange, over-the-counter or other securities market and having an original maturity of more than one year from its date of issue.

a “Relevant Event” shall occur if:

(A)an offer is made to all (or as nearly as may be practicable all) Shareholders (or all (or as nearly as may be practicable all) such Shareholders other than the offeror and/or any parties acting in concert (as defined in Section 440A of the South African Companies Act) with the offeror), to acquire all or a majority of the issued ordinary share capital of the Guarantor or if any person proposes a scheme with regard to such acquisition (other than an Exempt Newco Scheme) and (such offer or scheme having become or been declared unconditional in all respects) the right to cast more than 50 per cent. of the votes which may ordinarily be cast on a poll at a general meeting of the Guarantor has or will become unconditionally vested in the offeror and/or any such parties as aforesaid; or

(B)any person and/or any parties acting in concert (defined as aforesaid) shall own, acquire or control (or have the right to own, acquire or control) more than 50 per cent. of the issued ordinary share capital of the Guarantor or the right to cast more than 50 per cent. of the votes which may ordinarily be cast on a poll at a general meeting of the Guarantor.

“Relevant Event Notice” has the meaning provided in Condition 6(h).

“Relevant Event Period” means the period commencing on the occurrence of the Relevant Event and ending 60 calendar days following the Relevant Event or, if later, 60 calendar days following the date on which a Relevant Event Notice as required by Condition 6(h) is given.

“Relevant Event Put Date” has the meaning provided in Condition 7(e).

“Relevant Event Put Exercise Notice” has the meaning provided in Condition 7(e).

“Relevant Page” means the relevant page on Bloomberg or, if the relevant information is not displayed on Bloomberg or Bloomberg ceases to operate, the relevant page of such other information service provider that displays the relevant information, as determined to be appropriate by an Independent Financial Adviser.

“Relevant Stock Exchange” means the JSE or if at the relevant time the Shares are not listed on the JSE, the principal stock exchange or securities market on which the Shares are then listed or quoted or dealt in.

“Restricted ADS” means an American Depositary Share issued under the Restricted Deposit Agreement representing Shares that are “restricted securities” within the meaning of Rule 144(a)(3) of the Securities Act (with each Restricted ADS as at the Closing Date representing one Share).

“Restricted Deposit Agreement” means the Amended and Restated Rule 144A Deposit Agreement dated as of 27 February 2004 and amended and restated as of the Closing Date among the Guarantor, the Restricted Depositary and all owners and beneficial owners from time to time of the Restricted ADSs, as amended or modified from time to time.

“Restricted Depositary” means The Bank of New York Mellon in its capacity as depositary under the Restricted Deposit Agreement, or its successor in such capacity.

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“Retroactive Adjustment” has the meaning provided in Condition 6(c).

“Revocation Notice” has the meaning provided in Condition 6(m)(ii).

“Rule 144A Global Bond” means the global bond representing Bonds sold in the United States in reliance on Rule 144A under the Securities Act.

“Securities” includes, without limitation, Shares or options, warrants or other rights to subscribe for or purchase or acquire Shares.

“Securities Act” means the United States Securities Act of 1933, as amended.

“SGX-ST” means the Singapore Exchange Securities Trading Limited.

“Shareholders” has the meaning provided in Condition 6(b)(ii).

“Shares” means ordinary shares in the capital of the Guarantor having as at the Closing Date a par value of ZAR 0.25 each.

“South African Companies Act” means the South African Companies Act, 1973, or any modification, re-enactment or replacement thereof.

“Spin-Off” has the meaning provided in Condition 6(b)(iii).

“Spin-Off Securities” has the meaning provided in Condition 6(b)(iii).

“Subsidiary” means, in respect of any entity, any undertaking which is for the time being a subsidiary undertaking of that entity within the meaning of Section 1 of the South African Companies Act.

“Tax Redemption Date” has the meaning provided in Condition 7(c).

“Tax Redemption Notice” has the meaning provided in Condition 7(c).

“U.S. dollar” and “U.S.$” means the lawful currency of the United States of America.

“Unrestricted ADS” means an American Depositary Share issued under the Unrestricted Deposit Agreement representing Shares that are not “restricted securities” within the meaning of Rule 144(a)(3) of the Securities Act (with each Unrestricted ADS as at the Closing Date representing one Share).

“Unrestricted Deposit Agreement” means the Amended and Restated Deposit Agreement dated as of 3 June 2008 among the Guarantor, the Unrestricted Depositary and all owners and beneficial owners from time to time of the Unrestricted ADSs, as amended or modified from time to time.

“Unrestricted Depositary” means The Bank of New York Mellon in its capacity as depositary under the Unrestricted Deposit Agreement, or its successor in such capacity.

“‘Volume Weighted Average Price” means, in respect of an ADS, a Security or, as the case may be, a Spin-Off Security on any dealing day, the order book volume-weighted average price of an ADS, a Security or, as the case may be, a Spin-Off Security published by or derived (in the case of an ADS ) from the Relevant Page or (in the case of a Security or Spin-Off Security) from the principal stock exchange or securities market on which such Securities or Spin-Off Securities are then listed or quoted or dealt in, if any or, in any such case, such other source as shall be determined to be appropriate by an Independent Financial Adviser on such dealing day, provided that if on any such dealing day such price is not available or cannot otherwise be determined as provided above, the

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Volume Weighted Average Price of an ADS, a Security or a Spin-Off Security, as the case may be, in respect of such dealing day shall be the Volume Weighted Average Price, determined as provided above, on the immediately preceding dealing day on which the same can be so determined.

Reference to any provision of any statute shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made thereunder or under any modification or re-enactment.

In making any calculation or determination of Current Market Price or Volume Weighted Average Price, such adjustments (if any) shall be made as an Independent Financial Adviser considers appropriate to reflect any changes in the number of Shares represented by an ADS or any consolidation or sub-division of the Shares or any issue of Shares by way of capitalisation of profits or reserves, or any like or similar event.

References in these Conditions to listing on the London Stock Exchange (or like or similar references) shall be construed as admission to the Official List of the UK Listing Authority and admission to trading on the EEA Regulated Market of the London Stock Exchange plc and references to “EEA Regulated Market” mean a market as defined by Article 4.1 (14) of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments.

For the purposes of Conditions 6(b), (c) and (f) and Condition 11 only, (a) references to the “issue” of Shares shall include the transfer and/or delivery of Shares by the Guarantor, the Issuer or any Subsidiary of the Guarantor, whether newly issued and allotted or previously existing or held by or on behalf of the Guarantor, the Issuer or any Subsidiary of the Guarantor, and (b) Shares held by or on behalf of the Guarantor, the Issuer or any Subsidiary of the Guarantor (and which, in the case of Condition 6(b)(iv) and (vi), do not rank for the relevant right or other entitlement) shall not be considered as or treated as “in issue”.

4Registration and Transfer of Bonds

(a)Registration

The Issuer will cause a register (the “Register”) to be kept at the specified office of the Registrar outside the United Kingdom on which will be entered the names and addresses of the holders of the Bonds and the particulars of the Bonds held by them and of all transfers, redemptions and conversions of Bonds.

(b)Transfer

Bonds may, subject to the terms of the Agency Agreement and to Conditions 4(c) and 4(d), be transferred in whole or in part in an authorised denomination by lodging the relevant Bond (with the form of application for transfer in respect thereof duly executed and duly stamped where applicable) at the specified office of the Registrar or any Paying, Transfer and Conversion Agent.

No transfer of a Bond will be valid unless and until entered on the Register. A Bond may be registered only in the name of, and transferred only to, a named person (or persons, not exceeding four in number).

The Registrar will within seven Business Days of any duly made application for the transfer of a Bond, deliver a new Bond to the transferee (and, in the case of a transfer of part only of a Bond, deliver a Bond for the untransferred balance to the transferor), at the specified office of the Registrar, or (at the risk and, if mailed at the request of the transferee or, as the case may be, the transferor otherwise

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than by ordinary mail, at the expense of the transferee or, as the case may be, the transferor) mail the Bond by uninsured mail to such address as the transferee or, as the case may be, the transferor may request.

(c)Formalities Free of Charge

Such transfer will be effected without charge subject to (i) the person making such application for transfer paying or procuring the payment of any taxes, duties and other governmental charges in connection therewith, (ii) the Registrar being satisfied with the documents of title and/or identity of the person making the application and (iii) such reasonable regulations as the Issuer may from time to time agree with the Registrar and the Trustee.

(d)Closed Periods

Neither the Issuer nor the Registrar will be required to register the transfer of any Bond (or part thereof) (i) during the period of 15 days immediately prior to the Final Maturity Date or any earlier date fixed for redemption of the Bonds pursuant to Condition 7(b) or 7(c); (ii) in respect of which a Conversion Notice has been delivered in accordance with Condition 6(i); (iii) in respect of which a Bondholder has exercised its right to require redemption pursuant to Condition 7(e); and (iv) during the period of 15 days ending on (and including) any Record Date (as defined in Condition 8(c)) in respect of any payment of interest on the Bonds.

5Interest

(a)Interest Rate

The Bonds bear interest from and including the Closing Date at the rate of 3.50 per cent. per annum calculated by reference to the principal amount thereof and payable semi-annually in equal instalments in arrear on 22 May and 22 November in each year (each an “Interest Payment Date”), commencing on 22 November 2009. The amount of interest payable in respect of a Bond for any period which is not an Interest Period shall be calculated on the basis of a 360 day year consisting of 12 months of 30 days each and, in the case of an incomplete month, the number of days elapsed. “Interest Period” means the period beginning on (and including) the Closing Date and ending on (but excluding) 22 November 2009 (being the first Interest Payment Date) and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date.

(b)Entitlement to Interest

Interest in respect of any Interest Period shall be paid in respect of all Bonds that are outstanding on the relevant Record Date (whether or not redeemed or converted at any time thereafter) and shall be paid to the person or persons shown in the Register at the close of business on the relevant Record Date, and for the avoidance of doubt, where Conversion Rights are exercised in respect of a Bond where the relevant Conversion Date falls on or after a Record Date in respect of an Interest Payment Date, such Bond shall, for the purposes of this Condition 5(b), be treated as outstanding.

(c)Accrual of Interest

Each Bond will cease to bear interest (i) where the Conversion Right attached to it shall have been exercised by a Bondholder, from (and including ) the Interest Payment Date immediately preceding the relevant Conversion Date or, if none,

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the Closing Date (subject in any such case as provided in Condition 6(k)), provided that where the relevant Conversion Date falls in the period from a Record Date in respect of an Interest Payment Date to such Interest Payment Date (both dates inclusive) interest shall be paid on such Bond in respect of the Interest Period ending on such Interest Payment Date or (ii) where such Bond is being redeemed or repaid pursuant to Condition 7(a), 7(b), 7(c) or 7(e) or Condition 10, from (and including) the due date for redemption thereof unless, upon due presentation thereof, payment of principal is improperly withheld or refused, in which event such Bonds will continue to bear interest as provided in the Trust Deed.

6Conversion of Bonds

(a)Conversion Period and Conversion Price

Subject to the right of the Issuer to make an Alternative Settlement Election (subject to and as provided in Condition 6(m)) and otherwise as provided in these Conditions, each Bond shall entitle the holder (such right a “Conversion Right”) at any time during the Conversion Period to convert such Bond into ADSs representing fully paid Shares.

Bondholders shall not be entitled to receive Shares upon exercise of Conversion Rights.

Subject to the right of the Issuer to make an Alternative Settlement Election (subject to and as provided in Condition 6(m)) and otherwise as provided in these Conditions, upon the due exercise of Conversion Rights the Issuer shall thereupon redeem the relevant Bonds at their principal amount and apply the proceeds on behalf of the relevant Bondholder (without the relevant Bondholder being required to take any further action) in subscribing and paying up in full the relevant number of Shares to be issued pursuant to these Conditions, and accordingly the Guarantor shall issue, register and deliver such number of Shares and procure the issue and delivery of the relevant ADSs as provided below.

Subject to the right of the Issuer to make an Alternative Settlement Election (subject to and as provided in Condition 6(m)) and otherwise as provided in these Conditions, the number of ADSs to be issued on exercise of Conversion Rights shall be determined by dividing the principal amount of the relevant Bond to be converted by the Conversion Price (the “Conversion Price”) in effect on the relevant Conversion Date, rounded, if necessary, to the nearest whole number of ADSs, with 0.50 of an ADS being rounded up, and if the number of ADSs, as so rounded would represent other than a whole multiple of a number of Shares, then the number of ADSs to be issued in respect of the relevant exercise of Conversion Rights shall be increased to the next higher number of ADSs that would represent a whole multiple of Shares. The number of Shares to be issued by the Guarantor shall be determined by multiplying such number of ADSs by the number of Shares represented by an ADS on such Conversion Date. As at the Closing Date, each ADS represents one Share. No cash payment or adjustment will be made to Bondholders in respect of any rounding down of the number of ADSs to be delivered on exercise of Conversion Rights. If the Conversion Right in respect of more than one Bond is exercised at any one time such that ADSs are to be issued to the same person, the number of such ADSs to be issued in respect thereof shall be calculated on the basis of the aggregate principal amount of such Bonds being so converted (rounded as provided above). Shares and ADSs to be issued on exercise of Conversion Rights will be deemed to be

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issued as of the relevant Conversion Date. Any Additional Shares represented by Additional ADSs to be issued pursuant to Condition 6(c) will be deemed to be issued as of the date the relevant Retroactive Adjustment takes effect (each such date, the “Reference Date”).

The initial Conversion Price is U.S.$47.6126 per ADS. The Conversion Price is subject to adjustment in the circumstances described in Condition 6(b).

Conversion in full of the aggregate principal amount of the Bonds (disregarding for this purpose the issue of any Further Bonds and any Alternative Settlement Election) at the initial Conversion Price would result in the issuance of 15,384,583 ADSs, representing 15,384,583 Shares on the basis of each ADS representing one Share.

A Bondholder may exercise the Conversion Right in respect of a Bond by delivering such Bond to the specified office of any Paying, Transfer and Conversion Agent in accordance with Condition 6(i).

Subject to, and upon compliance with, the provisions of these Conditions, the Conversion Right in respect of a Bond may be exercised, at the option of the holder thereof, at any time (subject to any applicable fiscal or other laws or regulations and as hereinafter provided) from the Conversion Commencement Date to the close of business (at the place where the relevant Bond is delivered for conversion) on the date falling seven Business Days prior to the Final Maturity Date (both days inclusive) or, if the Bonds shall have been called for redemption pursuant to Condition 7(b) or 7(c) prior to the Final Maturity Date, then up to the close of business (at the place aforesaid) on the date falling seven Business Days before the date fixed for redemption thereof pursuant to Condition 7(b) or 7(c), unless there shall be default in making payment in respect of such Bond on such date fixed for redemption, in which event the Conversion Right shall extend up to the close of business (at the place aforesaid) on the date on which the full amount of such payment becomes available for payment and notice of such availability has been duly given to Bondholders in accordance with Condition 17 or, if earlier, the Final Maturity Date; provided that, in each case, if such final date for the exercise of Conversion Rights is not a business day at the place aforesaid, then the period for exercise of the Conversion Right by Bondholders shall end on the immediately preceding business day at the place aforesaid.

Notwithstanding the preceding paragraph, if a Relevant Event shall occur prior to the Conversion Commencement Date, Bondholders shall, in addition, be entitled to exercise Conversion Rights in respect of the Bonds during the Relevant Event Period.

Conversion Rights may not be exercised (i) following the giving of notice by the Trustee pursuant to Condition 10 or (ii) in respect of a Bond in respect of which the relevant holder has exercised its right to require the Issuer to redeem pursuant to Condition 7(e).

The period during which Conversion Rights may be exercised by a Bondholder is referred to as the “Conversion Period”.

Conversion Rights may only be exercised in respect of an authorised denomination. Where Conversion Rights are exercised in respect of part only of a Bond, the old Bond shall be cancelled and a new Bond for the balance thereof shall be issued in lieu thereof without charge but upon payment by the holder of any taxes, duties and other governmental charges payable in connection therewith and the Registrar will within seven Business Days following the

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relevant Conversion Date deliver such new Bond to the Bondholder at the specified office of the Registrar or (at the risk and, if mailed at the request of the Bondholder otherwise than by ordinary mail, at the expense of the Bondholder) mail the new Bond by uninsured mail to such address as the Bondholder may request.

(b)Adjustment of Conversion Price

Upon the happening of any of the events described below, the Conversion Price shall be adjusted as follows:

(i)If and whenever there shall be an alteration to the nominal value of the Shares as a result of consolidation or subdivision, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such consolidation or subdivision by the following fraction:

where:

Ais the aggregate number of Shares in issue immediately before such consolidation or subdivision, as the case may be;

Bis the aggregate number of Shares in issue immediately after, and as a result of, such consolidation or subdivision, as the case may be;

Cis the number of Shares represented by an ADS following or as a result or consequence of such consolidation or subdivision; and

Dis the number of Shares represented by an ADS immediately prior to such consolidation or subdivision.

Such adjustment shall become effective on the date the consolidation or subdivision, as the case may be, takes effect.

(ii)If and whenever the Guarantor shall issue any Shares credited as fully paid to the holders of Shares (the “Shareholders”) by way of capitalisation of profits or reserves (including any share premium account or capital redemption reserve) other than (1) where any such Shares are issued instead of the whole or part of a Dividend in cash which the Shareholders would or could otherwise have received or (2) where the Shareholders may elect to receive a Dividend in cash in lieu of such Shares, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such issue by the following fraction:

where:

Ais the aggregate number of Shares in issue immediately before such issue of Shares;

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Bis the aggregate number of Shares in issue immediately after such issue of Shares;

Cis the number of Shares represented by an ADS following or as a result or consequence of such issue of Shares; and

Dis the number of Shares represented by an ADS immediately prior to such issue of Shares.

Such adjustment shall become effective on the date of issue of such Shares.

(iii)

(A)If and whenever the Guarantor shall pay or make any Capital Distribution to the Shareholders, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to the Effective Date by the following fraction:

where:

Ais the Current Market Price of one Share on the Effective Date;

Bis the portion of the Fair Market Value of the Capital Distribution attributable to one Share, with such portion being determined by dividing the Fair Market Value of the aggregate Capital Distribution by the number of Shares entitled to receive the relevant Dividend of which the Capital Distribution forms part (or, in the case of a purchase, redemption or buy-back of Shares or Unrestricted ADSs or any other receipts or certificates representing Shares by or on behalf of the Guarantor or any Subsidiary of the Guarantor, by the number of Shares in issue immediately following such purchase, redemption or buy-back, and treating as not being in issue any Shares, or any Shares represented by ADSs or any other receipts or certificates representing Shares, purchased, redeemed or bought back); and

Cis the amount (if any) by which the Threshold Amount in respect of the Relevant Fiscal Year exceeds an amount equal to the aggregate of the Fair Market Values of any previous Dividends per Share paid or made in respect of such Relevant Fiscal Year (where “C” shall be zero if such previous Dividends per Share are equal to, or exceed, the Threshold Amount in respect of such Relevant Fiscal Year). For the avoidance of doubt “C” shall equal the Threshold Amount in respect of the Relevant Fiscal Year where no previous Dividends per Share have been paid or made in respect of such Relevant Fiscal Year.

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Such adjustment shall become effective on the Effective Date or, if later, the first date upon which the Fair Market Value of the relevant Capital Distribution is determined (as provided in the definition of “Fair Market Value”).

“Effective Date” means the first date on which the Shares are traded ex-the relevant Dividend on the Relevant Stock Exchange or, in the case of a purchase, redemption or buy-back of Shares or ADSs or any other receipts or certificates representing Shares, the date on which such purchase, redemption or buy-back is made or in the case of a Spin-Off, the first date on which the Shares are traded ex- the relevant Spin-Off on the Relevant Stock Exchange.

“Capital Distribution” means any Dividend (the “Relevant Dividend”) paid or made in respect of a fiscal year of the Guarantor (the “Relevant Fiscal Year”), if (a) the Fair Market Value of the Relevant Dividend per Share or (b) the sum of (i) Fair Market Value of the Relevant Dividend per Share and (ii) an amount equal to the aggregate of the Fair Market Value or Values of any other Dividend or Dividends per Share paid or made in respect of the Relevant Fiscal Year, exceeds the Threshold Amount in respect of such Relevant Fiscal Year, and in that case the Capital Distribution shall be the Relevant Dividend.

“Threshold Amount” means in respect of any Relevant Fiscal Year, an amount per Share corresponding to the fiscal year set out below (adjusted pro rata for any adjustments to the Conversion Price made pursuant to the provisions of this Condition 6(b)):

	Amount (U.S.$)
In respect of the fiscal year ending 31 December:
2009	0.18
2010	0.21
2011	0.24
2012	0.27
2013	0.30
2014	0.00

“Cash Dividend” means (i) any Dividend which is to be paid or made in cash (in whatever currency), but other than falling within paragraph (b) of the definition of “Spin-Off” and (ii) any Dividend determined to be a Cash Dividend pursuant to paragraph (a) of the definition of “Dividend”, and for the avoidance of doubt, a Dividend falling within paragraphs (c), (d) or (e) of the definition of “Dividend” shall be treated as being a Non-Cash Dividend.

“Non-Cash Dividend” means any Dividend which is not a Cash Dividend, and shall include a Spin-Off.

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(B)For the purposes of the above, Fair Market Value shall (subject as provided in paragraph (a) of the definition of “Dividend” and in the definition of “Fair Market Value”) be determined as at the Effective Date. For the purposes of the definition of “Capital Distribution”, any Non-Cash Dividend shall be treated as made in respect of the fiscal year in which it is made.

(C)In making any calculations for the purposes of this Condition 6(b)(iii), such adjustments (if any) shall be made as an Independent Financial Adviser may determine in good faith to be appropriate to reflect (i) any consolidation or sub-division of any Shares or the issue of Shares by way of capitalisation of profits or reserves (or any like or similar event) or any increase in the number of Shares in issue in relation to the fiscal year of the Guarantor in question, or (ii) any change in the fiscal year of the Guarantor.

“Dividend” means any dividend or distribution to Shareholders (including a Spin-Off) whether of cash, assets or other property, paid or made by the Guarantor and whenever paid or made and however described (and for these purposes a distribution of assets includes without limitation an issue of Shares or other Securities credited as fully or partly paid up by way of capitalisation of profits or reserves) provided that:

(a)where a Dividend in cash is announced which is to be, or may at the election of a Shareholder or Shareholders be, satisfied by the issue or delivery of Shares or other property or assets, or where a capitalisation of profits or reserves is announced which is to be, or may at the election of a Shareholder or Shareholders be, satisfied by the payment of a Dividend in cash, then for the purposes of this definition the Dividend in question shall be treated as a Cash Dividend of (i) such cash amount or (ii) the Fair Market Value (on the date of announcement of such Dividend or capitalisation (as the case may be) or if later, the date on which the number of Shares (or amount of property or assets, as the case may be) which may be issued or delivered is determined)) of such Shares or other property or assets if such Fair Market Value is greater than the Fair Market Value of such cash amount;

(b)any issue of Shares falling within Condition 6(b)(ii) shall be disregarded;

(c)a purchase or redemption or buy-back of share capital of the Guarantor by the Guarantor or any of its Subsidiaries shall not constitute a Dividend unless, in the case of purchases or redemptions or buy-backs of Shares by or on behalf of the Guarantor or any of its Subsidiaries, the weighted average price per Share (before expenses) on any one day (a “Specified Share Day”) in respect of such purchases or redemptions or buy-backs (translated, if not in rand, into rand at the spot rate ruling at the close of business on such day as determined in good faith by an Independent Financial Adviser) exceeds by more than 5 per cent. the average of the closing prices of the Shares on the Relevant Stock Exchange (as published by or derived from the Relevant Stock Exchange) on the five dealing

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days immediately preceding the Specified Share Day or, where an announcement (excluding for the avoidance of doubt for these purposes, any general authority for such purchases or redemptions or buy-backs approved by a general meeting of Shareholders of the Guarantor or any notice convening such a meeting of Shareholders) has been made of the intention to purchase, redeem or buy back Shares at some future date at a specified price, on the five dealing days immediately preceding the date of such announcement, in which case such purchase, redemption or buy-back shall be deemed to constitute a Dividend in rand to the extent that the aggregate price paid (before expenses) in respect of such Shares purchased, redeemed or bought back by the Guarantor (translated where appropriate into rand as provided above) exceeds the product of (i) 105 per cent. of the average closing price of the Shares determined as aforesaid and (ii) the number of Shares so purchased, redeemed or bought back;

(d)a purchase of Unrestricted ADSs by the Guarantor or any of its Subsidiaries will not constitute a Dividend unless the weighted average price per ADS (before expenses) on any one day (a “Specified ADS Day”) in respect of such purchases exceeds by more than 5 per cent. the average of the ADS current market price (in each case translated, if not in rand, into rand at the spot rate ruling at close of business on the relevant ADS trading day as determined in good faith by an Independent Financial Adviser) on the five ADS trading days immediately preceding the Specified ADS Day or, where an announcement (excluding for the avoidance of doubt for these purposes, any general authority for such purchases approved by a general meeting of Shareholders of the Guarantor or any notice convening such a meeting of Shareholders) has been made of the intention to purchase Unrestricted ADSs at some future date at a specified price, on the five ADS trading days immediately preceding the date of such announcement, in which case such purchase shall be deemed to constitute a Dividend in rand to the extent that the aggregate price paid (before expenses) in respect of such Unrestricted ADSs purchased by the Guarantor or any of its Subsidiaries (translated, where appropriate, into rand at the spot rate ruling at close of business on the relevant Specified ADS Day as determined in good faith by an Independent Financial Adviser) exceeds the product of (i) 105 per cent. of the average ADS current market price as aforesaid and (ii) the number of ADSs so purchased; and

(e)if the Guarantor or any of its Subsidiaries shall purchase any other depositary or other receipts or certificates representing Shares, the provisions of paragraph (d) shall be applied in respect thereof in such manner and with such modifications (if any) as shall be determined in good faith by an Independent Financial Adviser.

“Fair Market Value” means, with respect to any property on any date, the fair market value of that property as determined in good faith by an Independent Financial Adviser provided, that (i) the Fair Market Value of a Cash Dividend paid or to be paid shall be the amount of such Cash

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Dividend; (ii) the Fair Market Value of any other cash amount shall be the amount of such cash; (iii) where Securities, Spin-Off Securities, options, warrants or other rights are publicly traded in a market of adequate liquidity (as determined by an Independent Financial Adviser), the fair market value (a) of such Securities or Spin-Off Securities shall equal the arithmetic mean of the daily Volume Weighted Average Prices of such Securities or Spin-Off Securities and (b) of such options, warrants or other rights shall equal the arithmetic mean of the daily closing prices of such options, warrants or other rights, in the case of both (a) and (b) during the period of five dealing days on the relevant market commencing on the first dealing day such Securities, Spin-Off Securities, options, warrants or other rights are publicly traded or such shorter period as such Securities, Spin-Off Securities, options, warrants or other rights are publicly traded; and (iv) in the case of (i) converted into U.S. dollars (if declared or paid in a currency other than U.S. dollars) at the rate of exchange used to determine the amount payable to Shareholders who were paid or are to be paid or are entitled to be paid the cash Dividend in U.S. dollars; and in any other case, converted into U.S. dollars (if expressed in a currency other than U.S. dollars) at such rate of exchange as may be determined in good faith by an Independent Financial Adviser to be the spot rate ruling at the close of business on that date (or if no such rate is available on that date the equivalent rate on the immediately preceding date on which such a rate is available). In addition, in the case of (i) and (ii), any withholding or deduction required to be made on account of tax and any associated tax credit shall be disregarded.

“Spin-Off” means:

(a)a distribution of Spin-Off Securities by the Guarantor to Shareholders as a class; or

(b)any issue, transfer or delivery of any property or assets (including cash or shares or securities of or in or issued or allotted by any entity) by any entity (other than the Guarantor) to Shareholders as a class or, in the case of or in connection with a Newco Scheme, Existing Shareholders, as a class (but excluding the issue and allotment of shares by Newco to Existing Shareholders), pursuant in each case to any arrangements with the Guarantor or any of its Subsidiaries.

“Spin-Off Securities” means equity share capital of an entity other than the Guarantor or options, warrants or other rights to subscribe for or purchase equity share capital of an entity other than the Guarantor.

(iv)If and whenever the Guarantor shall issue Shares to Shareholders as a class by way of rights, or issue or grant to Shareholders as a class by way of rights, options, warrants or other rights to subscribe for or purchase any Shares, in each case at a price per Share which is less than 95 per cent. of the Current Market Price per Share on the date of the first public announcement of the terms of the issue or grant of such Shares, options, warrants or other rights (and notwithstanding that the relevant issue may be or is expressed to be subject to Shareholder or other approvals or consents), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to the Effective Date by the following fraction:

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where:

Ais the number of Shares in issue on the Effective Date;

Bis the number of Shares which the aggregate amount (if any) payable for the Shares issued by way of rights, or for the options or warrants or other rights issued by way of rights and for the total number of Shares deliverable on the exercise thereof, would purchase at such Current Market Price per Share; and

Cis the number of Shares to be issued or, as the case may be, the maximum number of Shares which may be issued upon exercise of such options, warrants or rights calculated as at the date of issue of such options, warrants or rights.

Such adjustment shall become effective on the Effective Date.

“Effective Date” means the first date on which the Shares are traded ex-rights, ex-options or ex-warrants on the Relevant Stock Exchange.

(v)If and whenever the Guarantor shall issue any Securities (other than Shares or options, warrants or other rights to subscribe for or purchase any Shares) to Shareholders as a class by way of rights or grant to Shareholders as a class by way of rights any options, warrants or other rights to subscribe for or purchase any Securities (other than Shares or options, warrants or other rights to subscribe for or purchase Shares), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to the Effective Date by the following fraction:

where:

Ais the Current Market Price (disregarding for this purpose the provisos to the definition thereof) of one Share on the Effective Date; and

Bis the Fair Market Value on the Effective Date of the portion of the rights attributable to one Share.

Such adjustment shall become effective on the Effective Date.

“Effective Date” means the first date on which the Shares are traded ex-the relevant Securities or ex-rights, ex-options or ex-warrants on the Relevant Stock Exchange.

(vi)If and whenever the Guarantor shall issue (otherwise than as mentioned in sub-paragraph (b)(iv) above) wholly for cash or for no consideration any Shares (other than Shares issued on the exercise of Conversion Rights or on the exercise of any rights of conversion into, or exchange or subscription for or purchase of, Shares) or issue or grant (otherwise than as mentioned in sub-paragraph (b)(iv) above) wholly for cash or for no

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consideration any options, warrants or other rights to subscribe for or purchase any Shares (other than the Bonds, which term shall include any Further Bonds), in each case at a price per Share which is less than 95 per cent. of the Current Market Price per Share on the date of the first public announcement of the terms of such issue or grant, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such issue or grant by the following fraction:

where:

Ais the number of Shares in issue immediately before the issue of such Shares or the grant of such options, warrants or rights;

Bis the number of Shares which the aggregate consideration (if any) receivable for the issue of such additional Shares or, as the case may be, for the Shares to be issued or otherwise made available upon the exercise of any such options, warrants or rights, would purchase at such Current Market Price per Share; and

Cis the number of Shares to be issued pursuant to such issue of such additional Shares or, as the case may be, the maximum number of Shares which may be issued upon exercise of such options, warrants or rights calculated as at the date of issue of such options, warrants or rights.

Such adjustment shall become effective on the date of issue of such additional Shares or, as the case may be, the grant of such options, warrants or rights.

(vii)If and whenever the Guarantor or any Subsidiary of the Guarantor or (at the direction or request of or pursuant to any arrangements with the Guarantor or any Subsidiary of the Guarantor) any other company, person or entity (otherwise than as mentioned in sub-paragraphs (b)(iv), (b)(v) or (b)(vi) above) shall issue wholly for cash or for no consideration any Securities (other than the Bonds, which term shall for this purpose exclude any Further Bonds) which by their terms of issue carry (directly or indirectly) rights of conversion into, or exchange or subscription for, Shares (or shall grant any such rights in respect of existing Securities so issued) or Securities which by their terms might be redesignated as Shares, and the consideration per Share receivable upon conversion, exchange, subscription or redesignation is less than 95 per cent. of the Current Market Price per Share on the date of the first public announcement of the terms of issue of such Securities (or the terms of such grant), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such issue (or grant) by the following fraction:

where:

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Ais the number of Shares in issue immediately before such issue or grant (but where the relevant Securities carry rights of conversion into or rights of exchange or subscription for Shares which have been issued by the Guarantor for the purposes of or in connection with such issue, less the number of such Shares so issued);

Bis the number of Shares which the aggregate consideration (if any) receivable for the Shares to be issued or otherwise made available upon conversion or exchange or upon exercise of the right of subscription attached to such Securities or, as the case may be, for the Shares to be issued or to arise from any such redesignation would purchase at such Current Market Price per Share; and

Cis the maximum number of Shares to be issued or otherwise made available upon conversion or exchange of such Securities or upon the exercise of such right of subscription attached thereto at the initial conversion, exchange or subscription price or rate or, as the case may be, the maximum number of Shares which may be issued or arise from any such redesignation.

Provided that if at the time of issue of the relevant Securities or date of grant of such rights (as used in this sub-paragraph (b)(vii), the “Specified Date”) such number of Shares is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event at some subsequent time (which may be when such Securities are converted or exchanged or rights of subscription are exercised or, as the case may be, such Securities are redesignated or at such other time as may be provided) then for the purposes of this sub-paragraph (b)(vii), “C” shall be determined by the application of such formula or variable feature or as if the relevant event occurs or had occurred as at the Specified Date and as if such conversion, exchange, subscription, purchase or acquisition or, as the case may be, redesignation had taken place on the Specified Date.

Such adjustment shall become effective on the date of issue of such Securities or, as the case may be, the grant of such rights.

(viii)If and whenever there shall be any modification of the rights of conversion, exchange or subscription attaching to any such Securities (but for this purpose such term shall include the Bonds and any Further Bonds) as are mentioned in sub-paragraph (b)(vii) above (other than in accordance with the terms (including terms as to adjustment) applicable to such Securities upon issue) so that following such modification the consideration per Share receivable has been reduced and is less than 95 per cent. of the Current Market Price (disregarding for this purpose the provisos to the definition thereof) per Share on the date of the first public announcement of the proposals for such modification, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to such modification by the following fraction:

where:

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Ais the number of Shares in issue immediately before such modification (but where the relevant Securities carry rights of conversion into or rights of exchange or subscription for Shares which have been issued by the Guarantor for the purposes of or in connection with such issue, less the number of such Shares so issued);

Bis the number of Shares which the aggregate consideration (if any) receivable for the Shares to be issued or otherwise made available upon conversion or exchange or upon exercise of the right of subscription attached to the Securities so modified would purchase at such Current Market Price per Share or, if lower, the existing conversion, exchange or subscription price of such Securities; and

Cis the maximum number of Shares which may be issued or otherwise made available upon conversion or exchange of such Securities or upon the exercise of such rights of subscription attached thereto at the modified conversion, exchange or subscription price or rate but giving credit in such manner as an Independent Financial Adviser shall consider appropriate for any previous adjustment under this sub-paragraph (b)(viii) or sub-paragraph (b)(vii) above.

Provided that if at the time of such modification (as used in this sub-paragraph (b)(viii), the “Specified Date”) such number of Shares is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event at some subsequent time (which may be when such Securities are converted or exchanged or rights of subscription are exercised or at such other time as may be provided) then for the purposes of this paragraph (b)(viii), “C” shall be determined by the application of such formula or variable feature or as if the relevant event occurs or had occurred as at the Specified Date and as if such conversion, exchange or subscription had taken place on the Specified Date.

Such adjustment shall become effective on the date of modification of the rights of conversion, exchange or subscription attaching to such Securities.

(ix)If and whenever the Guarantor or any Subsidiary of the Guarantor or (at the direction or request of or pursuant to any arrangements with the Guarantor or any Subsidiary of the Guarantor) any other company, person or entity shall offer any Securities in connection with which offer Shareholders as a class are entitled to participate in arrangements whereby such Securities may be acquired by them (except where the Conversion Price falls to be adjusted under sub-paragraphs (b)(ii), (iii), (iv), (vi) or (vii) above or (x) below (or would fall to be so adjusted if the relevant issue or grant was at less than 95 per cent. of the Current Market Price per Share on the relevant dealing day) or under sub-paragraph (b)(v) above) the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately before the making of such offer by the following fraction:

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where:

Ais the Current Market Price of one Share on the date on which the terms of such offer are first publicly announced (or if such day is not a dealing day, the immediately preceding dealing day) (and notwithstanding that the relevant offer may be or is expressed to be subject to Shareholder or other approvals or consents); and

Bis the Fair Market Value on the date of such announcement of the portion of the relevant offer attributable to one Share.

Such adjustment shall become effective on the first date on which the Shares are traded ex-rights on the Relevant Stock Exchange.

(x)If the Guarantor (after consultation with the Trustee) determines that an adjustment should be made to the Conversion Price as a result of one or more events or circumstances not referred to above in this Condition 6(b) (even if the relevant circumstance is specifically excluded from the operation of sub-paragraphs (b)(i) to (ix) above), the Guarantor shall, at its own expense and acting reasonably, request an Independent Financial Adviser to determine as soon as practicable what adjustment (if any) to the Conversion Price is fair and reasonable to take account thereof and the date on which such adjustment should take effect and upon such determination such adjustment (if any) shall be made and shall take effect in accordance with such determination, provided that an adjustment shall only be made pursuant to this sub-paragraph (b)(x) if such Independent Financial Adviser is so requested to make such a determination not more than 21 days after the date on which the relevant circumstance arises and if it would result in a reduction to the Conversion Price.

Notwithstanding the foregoing provisions, where the events or circumstances giving rise to any adjustment pursuant to this Condition 6(b) have already resulted or will result in an adjustment to the Conversion Price or where the events or circumstances giving rise to any adjustment arise by virtue of any other events or circumstances which have already given or will give rise to an adjustment to the Conversion Price or where more than one event which gives rise to an adjustment to the Conversion Price occurs within such a short period of time that, in the opinion of the Guarantor, a modification to the operation of the adjustment provisions is required to give the intended result, such modification shall be made to the operation of the adjustment provisions as may be advised by an Independent Financial Adviser to be in its opinion appropriate to give the intended result and provided further that, for the avoidance of doubt, the issue of Shares pursuant to the exercise of Conversion Rights shall not result in an adjustment to the Conversion Price.

In addition, such modification shall be made to the operation of these Conditions as may be advised by an Independent Financial Adviser to be in its opinion appropriate (i) to ensure that an adjustment to the Conversion Price or the economic effect thereof shall not be taken into account more than once and (ii) to ensure that the economic effect of a Dividend is not taken into account more than once.

For the avoidance of doubt, other than (a) as a result of an adjustment made pursuant to the provisions of sub-paragraph (b)(i) as a result of an alteration to

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the nominal value of the Shares as a result of a consolidation of the Shares, (b) pursuant to and in accordance with a Newco Scheme Modification (as defined in Condition 14(a) or (c) in the circumstances provided in the penultimate paragraph of Condition 6(b), no adjustment shall be made that would result in an increase to the Conversion Price.

For the purpose of any calculation of the consideration receivable or price pursuant to sub-paragraphs (iv), (vi), (vii) and (viii), the following provisions shall apply:

(a)the aggregate consideration receivable or price for Shares issued for cash shall be the amount of such cash;

(b)(1) the aggregate consideration receivable or price for Shares to be issued or otherwise made available upon the conversion or exchange of any Securities shall be deemed to be the aggregate consideration received or receivable or price for any such Securities and (2) the aggregate consideration receivable or price for Shares to be issued or otherwise made available upon the exercise of rights of subscription attached to any Securities or upon the exercise of any options, warrants or rights shall be deemed to be that part (which may be the whole) of the consideration received or receivable or price for such Securities or, as the case may be, for such options, warrants or rights which is attributed by the Issuer to such rights of subscription or, as the case may be, such options, warrants or rights or, if no part of such consideration or price is so attributed or the Trustee so requires by notice in writing to the Guarantor, the Fair Market Value of such rights of subscription or, as the case may be, such options, warrants or rights as at the date of the first public announcement of the terms of issue of such Securities or, as the case may be, such options, warrants or rights, plus in the case of each of (1) and (2) above, the additional minimum consideration receivable or price (if any) upon the conversion or exchange of such Securities, or upon the exercise of such rights or subscription attached thereto or, as the case may be, upon exercise of such options, warrants or rights and (3) the consideration receivable or price per Share upon the conversion or exchange of, or upon the exercise of such rights of subscription attached to, such Securities or, as the case may be, upon the exercise of such options, warrants or rights shall be the aggregate consideration or price referred to in (1) or (2) above (as the case may be) divided by the number of Shares to be issued upon such conversion or exchange or exercise at the initial conversion, exchange or subscription price or rate;

(c)if the consideration or price determined pursuant to (a) or (b) above (or any component thereof) shall be expressed in a currency other than U.S. dollars it shall be converted into U.S. dollars at such rate of exchange as may be determined in good faith by an Independent Financial Adviser to be the spot rate ruling at the close of business on the date of the first public announcement of the terms of issue of such Securities;

(d)if as part of the same transaction, Shares shall be issued for a consideration receivable in more than one or in different currencies then the consideration receivable per Share shall be determined by dividing the aggregate consideration (determined as aforesaid and converted if and to the extent not in U.S. dollars, into U.S. dollars as aforesaid) by the aggregate number of Shares so issued; and

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(e)in determining consideration or price pursuant to the above, no deduction shall be made for any commissions or fees (howsoever described) or any expenses paid or incurred for any underwriting, placing or management of the issue of the relevant Shares or Securities or otherwise in connection therewith.

“Current Market Price” means, in respect of a Share at a particular date, the average of the daily Volume Weighted Average Prices of an Unrestricted ADS (divided by the number of Shares represented by an Unrestricted ADS on the relevant dealing day) for each of the five consecutive dealing days ending on the dealing day immediately preceding such date; provided that if at any time during the said five dealing day period the Volume Weighted Average Price shall have been based on a price ex-Dividend (or ex- any other entitlement) and during some other part of that period the Volume Weighted Average Price shall have been based on a price cum-Dividend (or cum- any other entitlement), then:

(a)if the Shares to be issued do not rank for the Dividend (or entitlement) in question, the Volume Weighted Average Price on the dates on which the Shares shall have been quoted cum-Dividend (or cum-any other entitlement) shall for the purpose of this definition be deemed to be the amount thereof reduced by an amount equal to the Fair Market Value of any such Dividend or entitlement per Share as at the date of first public announcement of such Dividend (or entitlement) (disregarding any associated tax credit); or

(b)if the Shares to be issued do rank for the Dividend (or entitlement) in question, the Volume Weighted Average Price on the dates on which the Shares shall have been quoted ex-Dividend (or ex- any other entitlement) shall for the purpose of this definition be deemed to be the amount thereof increased by such similar amount (disregarding any associated tax credit),

and provided further that (i) if the Shares on each of the said five dealing days have been quoted cum-Dividend (or cum- any other entitlement) in respect of a Dividend (or other entitlement) which has been declared or announced but the Shares to be issued do not rank for that Dividend (or other entitlement) the Volume Weighted Average Price on each of such dates shall for the purposes of this definition be deemed to be the amount thereof reduced by an amount equal to the Fair Market Value of any such Dividend or entitlement per Share as at the date of the first public announcement of such Dividend or entitlement (disregarding any associated tax credit), and (ii) if the Volume Weighted Average Price is not available on one or more of the said five dealing days (disregarding for this purpose the proviso to the definition of Volume Weighted Average Price), then the average of such Volume Weighted Average Prices which are available in that five-dealing-day period shall be used (subject to a minimum of two such prices) and if only one, or no such Volume Weighted Average Price is available in the relevant period, the Current Market Price shall be determined in good faith by an Independent Financial Adviser.

“dealing day” means a day on which the Relevant Stock Exchange or relevant stock exchange or securities market is open for business, other than a day on which the Relevant Stock Exchange or relevant stock exchange or securities market is scheduled to, or does, close prior to its regular weekday closing time.

Where there is any change to the number of Shares represented by an ADS, such modification (if any) shall be made to the operation of these Conditions and,

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where appropriate, such adjustment shall be made to the Conversion Price as is advised by an Independent Financial Adviser to be in its opinion appropriate to give the intended result.

References to any issue or offer or grant to Shareholders or Existing Shareholders “as a class” or “by way of rights” shall be taken to be references to an issue or offer or grant to all or substantially all Shareholders or Existing Shareholders, as the case may be, other than Shareholders or Existing Shareholders, as the case may be, to whom, by reason of the laws of any territory or requirements of any recognised regulatory body or any other stock exchange or securities market in any territory or in connection with fractional entitlements, it is determined not to make such issue or offer or grant.

(c)Retroactive Adjustments

lf the Conversion Date in relation to any Bond shall be after the record date for any such issue, distribution, grant or offer (as the case may be) as is mentioned in Condition 6(b)(ii) (iii), (iv), (v) or (ix), or any such issue as is mentioned in Condition 6(b)(vi) and (vii) which is made to the Shareholders or any of them, but before the relevant adjustment becomes effective under Condition 6(b) (such adjustment, a “Retroactive Adjustment”), the Issuer shall (conditional upon the relevant adjustment becoming effective) (i) (other than where an Alternative Settlement Election shall have been made in respect of the relevant exercise of Conversion Rights) procure that there shall be issued to the converting Bondholder (or his nominee in accordance with instructions contained in the Conversion Notice), such additional number of relevant additional ADSs (if any) as, together with the relevant ADSs issued or to be issued on conversion of the relevant Bond is equal to the number of relevant ADSs which would have been required to be issued on conversion of such Bond (together with any fraction of a relevant ADS not so issued) or (ii) (where an Alternative Settlement Election shall have been made in respect of the relevant exercise of Conversion Rights) procure that there shall be issued to the converting Bondholder (or his nominee in accordance with instructions contained in the relevant Conversion Notice), such additional number of ADSs and/or any such additional cash payment made to the relevant Bondholder (or his nominee as aforesaid) as shall be determined by an Independent Financial Adviser to be fair and reasonable taking into account the operation of the provisions of Condition 6(m) in relation to the relevant exercise of Conversion Rights, in each case as if the relevant adjustment (more particularly referred to in the said provisions of Condition 6(b)) to the Conversion Price had in fact been made and become effective on and as of the relevant Conversion Date, and the Issuer shall procure the issue to the custodian for the relevant Depositary of such additional number of Shares (“Additional Shares”) as are represented by such additional ADSs.

Any such additional cash amount shall be paid by the Issuer by not later than 5 calendar days following the relevant Reference Date by transfer to a U.S. dollar account maintained with a bank in New York City in accordance with instructions contained in the relevant Conversion Notice.

(d)Decision of an Independent Financial Adviser

If any doubt shall arise as to the appropriate adjustment to the Conversion Price, and following consultation between the Guarantor and an Independent Financial Adviser, a written opinion of such Independent Financial Adviser in respect of such adjustment to the Conversion Price shall be conclusive and binding on all concerned, save in the case of manifest or proven error.

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(e)Shares may not be issued at a Discount

The Conversion Price may not be reduced so that, on conversion of the Bonds, Shares would fall to be issued at a discount to their nominal or par value.

(f)Employees’ Share Schemes and Black Economic Empowerment Schemes

No adjustment will be made to the Conversion Price where Shares or other Securities are issued, offered, exercised, allotted, appropriated, modified or granted to, or for the benefit of, (i) employees, former employees or directors (including directors holding or formerly holding executive office or the personal service company of any such person) or their spouses or relatives, in each case, of the Guarantor or any of its Subsidiaries or associated companies of any such person or to or for the benefit of, any trustee or trustees for the benefit of any such person, in any such case pursuant to any employees’ share or option scheme or (ii) any other person in connection with the Bokamoso ESOP Trust employee share option scheme, the empowerment transaction entered into with lzingwe Holdings (Proprietary) Limited (“Izingwe”) and any other black economic empowerment transaction entered into by the Guarantor.

(g)Rounding Down

On any adjustment, the resultant Conversion Price, if not an integral multiple of U.S.$0.01, shall be rounded down to the nearest whole multiple of U.S.$0.01. No adjustment shall be made to the Conversion Price where such adjustment (rounded down if applicable) would be less than one per cent. of the Conversion Price then in effect. Any adjustment not required to be made, and/or any amount by which the Conversion Price has been rounded down, shall be carried forward and taken into account in any subsequent adjustment, and such subsequent adjustment shall be made on the basis that the adjustment not required to be made had been made at the relevant time. Notice of any adjustments shall be given by or on behalf of the Issuer to the Bondholders in accordance with Condition 17 and to the Trustee as soon as practicable after the determination thereof.

(h)Relevant Event

Following the occurrence of a Relevant Event, the Issuer shall give notice or procure that there is given thereof to the Trustee and the Bondholders in accordance with Condition 17 (a “Relevant Event Notice”) within 14 calendar days of the first day on which it becomes so aware. The Relevant Event Notice shall contain a statement informing Bondholders of their entitlement to exercise their Conversion Rights as provided in these Conditions and their entitlement to exercise their rights to require redemption of their Bonds pursuant to Condition 7(e). The Relevant Event Notice shall also specify:

(i)the Conversion Price immediately prior to the occurrence of the Relevant Event;

(ii)the Volume Weighted Average price of an ADS as at the latest practicable date prior to the publication of such notice;

(iii)the Make-Whole Amount payable per U.S.$100,000 principal amount of Bonds on exercise of Conversion Rights where the relevant Conversion Date falls in the Relevant Event Period;

(iv)the last day of the Relevant Event Period;

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(v)the Relevant Event Put Date; and

(vi)such other information relating to the Relevant Event as the Trustee may reasonably require.

lf, following the occurrence of a Relevant Event, Conversion Rights are exercised during the Relevant Event Period, then in addition to the number of ADSs to be delivered and/or amount of cash to be paid to the relevant Bondholder in respect of such exercise pursuant to these Conditions, the Issuer shall pay to such Bondholder the Make-Whole Amount in respect of the relevant Bonds.

The Issuer shall pay the Make-Whole Amount by not later than 14 calendar days following the last day of the Relevant Event Period by transfer to a U.S. dollar account maintained with a bank in New York in accordance with instructions contained in the relevant Conversion Notice.

(i)Procedure for Conversion

Subject to and as provided in these Conditions, a Conversion Right may be exercised by a Bondholder during the Conversion Period by delivering the relevant Bond to the specified office of any Paying, Transfer and Conversion Agent, during its usual business hours, accompanied by a duly completed and signed notice of conversion (a “Conversion Notice”) in the form (for the time being current) obtainable from any Paying, Transfer and Conversion Agent. Conversion Rights shall be exercised subject in each case to any applicable fiscal or other laws or regulations applicable in the jurisdiction in which the specified office of the Paying, Transfer and Conversion Agent to whom the relevant Conversion Notice is delivered is located.

If such delivery is made after the end of normal business hours or on a day which is not a business day in the place of the specified office of the relevant Paying, Transfer and Conversion Agent, such delivery shall be deemed for all purposes of these Conditions to have been made on the next following such business day.

A Bondholder exercising Conversion Rights at any time in respect of Bonds sold under Regulation S under the Securities Act, including in respect of Bonds represented by the Regulation S Global Bond, will receive Unrestricted ADSs.

A Bondholder exercising Conversion Rights at any time on or after the later of (i) 22 May 2010 and (ii) the date that is twelve months after the last date on which the Guarantor or any affiliate of the Guarantor was the owner of such Bonds as notified by the Guarantor to Bondholders pursuant to Condition 17, or, in each case, such shorter period of time as permitted by Rule 144 under the Securities Act, in respect of Bonds sold under Rule 144A (“Rule 144A”) under the Securities Act, including in respect of Bonds represented by the Rule 144A Global Bond, will receive Unrestricted ADSs. A Bondholder exercising Conversion Rights prior to that time in respect of Bonds sold under Rule 144A, including in respect of Bonds represented by the Rule 144A Global Bond, will receive Restricted ADSs.

A Bondholder exercising Conversion Rights will be required to represent and agree in the Conversion Notice that, among other things, at the time of signing and delivery of such Conversion Notice it is not an affiliate (within the meaning of Rule 144 under the Securities Act) of the Guarantor or a person acting on behalf of such an affiliate.

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In addition, a Bondholder exercising Conversion Rights prior to the later of (i) 22 May 2010 and (ii) the date that is twelve months after the last date on which the Guarantor or any affiliate of the Guarantor was the owner of such Bonds as notified by the Guarantor to Bondholders pursuant to Condition 17, or, in each case, such shorter period of time as permitted by Rule 144 under the Securities Act, will be required to represent and agree in the Conversion Notice that at the time of signing and delivery of such Conversion Notice, it or the person who has the beneficial interest in that Bond either (1) is not in the United States or a U.S. person (as defined in Regulation S (“Regulation S”) under the Securities Act and acquired such Bonds in an offshore transaction effected in accordance with Rule 903 or 904 of Regulation S; or (2) is a qualified institutional buyer (a “QIB”) within the meaning of Rule 144A, acquired such Bonds for its own account or for the account of a QIB in reliance on Rule 144A, and if it acquired an interest in the Bonds for the account of one or more QIBs, it has sole investment discretion with respect to each such account and has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account, and understands that the Shares to be issued upon conversion of such Bond will be represented by Restricted ADSs and that neither such Shares nor Restricted ADSs have been registered under the Securities Act. Further, such Bondholder will be required to agree not to (x) offer, sell, pledge or otherwise transfer such Restricted ADSs or the Shares represented thereby except in compliance with the Securities Act and other applicable laws and only (A) pursuant to a registration statement which has been declared effective under the Securities Act, (B) in accordance with Rule 144A to a person that such Bondholder reasonably believes is a QIB purchasing for its own account or for the account of a QIB, (C) in an offshore transaction in accordance with Regulation S to non-U.S. persons, or (D) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), and (y) deposit any Shares (including without limitation Shares deliverable to such Bondholder upon withdrawal from the facility established pursuant to the Restricted Deposit Agreement) in the facility established pursuant to the Unrestricted Deposit Agreement or any other unrestricted depositary receipt facility in respect of the Shares for so long as such Shares are “restricted securities” within the meaning of Rule 144 under the Securities Act.

In addition, a Bondholder exercising Conversion Rights will be required to certify, represent and agree in the relevant Conversion Notice either:

(i)that such Bondholder is not a resident of South Africa within the meaning of the Exchange Control Regulations 1961 (as may be amended from time to time) of the Republic of South Africa promulgated under the Currency and Exchanges Act 1933 (as amended from time to time) of the Republic of South Africa; or

(ii)that all exchange control approvals required under applicable laws and regulations of the Republic of South Africa in connection with the exercise of Conversion Rights by such Bondholder and the issue of ADSs to such Bondholder upon such exercise have been obtained and are in full force and effect; or

(iii)that no exchange control approvals are required under applicable laws and regulations of the Republic of South Africa in connection with the exercise of Conversion Rights by such Bondholder and the issue of ADSs to such Bondholder upon such exercise,

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and shall be required to provide evidence reasonably satisfactory to the Issuer as to the applicability of (i), (ii) or (iii), as the case may be.

A Conversion Notice, once delivered, shall be irrevocable.

The conversion date in respect of a Bond (the “Conversion Date”) shall be the Johannesburg business day immediately following the date of such delivery and, if applicable, the making of any payment to be made as provided below.

A Bondholder exercising a Conversion Right must pay:

(i)any capital, stamp, issue and registration taxes and duties arising on conversion (other than any such taxes or duties payable in the Isle of Man, the United States of America or the Republic of South Africa in respect of the issue and delivery of Shares and ADSs on such conversion (including any Additional Shares and Additional ADSs), which shall be paid by the Guarantor);

(ii)all, if any, taxes (including any capital gain taxes) arising by reference to any disposal or deemed disposal of a Bond or interest therein in connection with such conversion; and

(iii)where a Conversion Right is exercised in circumstances where the relevant Conversion Date falls during the period from the Record Date in respect of an Interest Payment Date to such Interest Payment Date (both dates inclusive), to the Issuer a sum equal to the interest in respect of the relevant Bonds payable on such Interest Payment Date to the person or persons shown in the Register at the close of business on such Record Date (whether or not such person or persons is or are the holder or holders exercising Conversion Rights in respect of such Bonds).

The Issuer, failing whom the Guarantor, will pay all expenses, charges and fees of the custodian for the relevant Depositary and of the relevant Depositary in connection with the deposit of the relevant Shares (including any Additional Shares) and issue of the relevant ADSs (including any Additional ADSs) pursuant to the relevant Deposit Agreement on conversion.

Within six Johannesburg and New York business days following the Conversion Date or, as the case may be, Reference Date (or, where the Issuer shall have made an Alternative Settlement Election, within six Johannesburg and New York business days following the end of the Calculation Period referred to in Condition 6(m)), the Guarantor shall:

(i)cause the issue and registration for trading on the Relevant Stock Exchange of the Shares representing the ADSs to be issued on conversion by issuing an instruction to that effect to a Central Securities Depository Participant in South Africa of the custodian for the relevant Depositary; and

(ii)procure that such Shares are credited to an account of the custodian for the relevant Depositary with a Central Securities Depository Participant in South Africa and that such Shares are flagged “Non-Resident” for the purposes of South Africa exchange control laws and regulations.

The Guarantor shall further procure that the relevant Depositary credits to the relevant account of the relevant DTC participant specified in the relevant Conversion Notice the relevant ADSs to be issued on conversion by not later

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than nine Johannesburg and New York business days following the relevant Conversion Date or, as the case may be, the Reference Date (or, where the Issuer shall have made an Alternative Settlement Election, by no later than nine Johannesburg and New York business days following the end of the relevant Calculation Period referred to in Condition 6(m)).

ADSs will not be issued in certificated form and accordingly, no person shall be entitled to receive physical delivery of ADSs.

(j)Ranking

Shares issued upon conversion of the Bonds will be fully paid and will in all respects rank pari passu with the fully paid Shares in issue on the relevant Conversion Date or, in the case of Additional Shares, on the relevant Reference Date (except in any such case for any right excluded by mandatory provisions of applicable law), except that the Shares or, as the case may be, the Additional Shares so issued will not rank for any rights, distributions or payments the record date or other due date for the establishment of entitlement for which falls prior to the relevant Conversion Date or, as the case may be, the relevant Reference Date.

ADSs issued upon conversion of the Bonds will in all respects rank pari passu with all other Restricted ADSs or Unrestricted ADSs, as the case may be, then in issue, except that ADSs or, as the case may be, Additional ADSs so issued will not rank for any rights, distributions or payments where the record date or other due date for the establishment of entitlement in respect of the Shares represented by such ADSs or, as the case may be, Additional ADSs falls prior to the relevant Conversion Date or, as the case may be, the relevant Reference Date.

Save as provided in Condition 6(k), no payment or adjustment shall be made on conversion for any interest which otherwise would have accrued on the relevant Bonds since the last Interest Payment Date preceding the Conversion Date relating to such Bonds (or, if such Conversion Date falls before the first Interest Payment Date, since the Closing Date).

(k)Interest on Conversion

If any notice requiring the redemption of any Bonds is given pursuant to Condition 7(b) or 7(c) on or after the fifteenth London and New York business day prior to a record date falling after the last Interest Payment Date (or in the case of the first Interest Period, the Closing Date) (whether such notice is given before, on or after such record date) in respect of any Dividend or distribution payable in respect of the Shares where such notice specifies a date for redemption falling on or prior to the date which is 14 days after the Interest Payment Date next following such record date, interest shall accrue on Bonds in respect of which Conversion Rights shall have been exercised and in respect of which the Conversion Date falls after such record date and on or prior to the Interest Payment Date next following such record date in respect of such Dividend or distribution, in each case from and including the preceding Interest Payment Date (or, if such Conversion Date falls before the first Interest Payment Date, from the Closing Date) to but excluding such Conversion Date. The Issuer shall pay any such accrued interest or procure that any such accrued interest is paid by not later than 14 calendar days after the relevant Conversion Date by transfer to, a U.S. dollar account maintained with a bank in New York City in

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accordance with instructions given by the relevant Bondholder in the relevant Conversion Notice.

(l)Purchase or Redemption by the Issuer of its own Shares etc

The Guarantor may exercise such rights as it may from time to time enjoy to purchase or redeem Unrestricted ADSs and its own shares (including Shares) without the consent of the Bondholders. Neither the Issuer nor the Guarantor shall, and the Guarantor shall procure that none of its affiliates (as defined in Rule 144 under the Securities Act) shall, purchase or redeem any Restricted ADSs.

(m)Alternative Settlement Election and Automatic Cash Settlement

(i)Voluntary Election

Upon exercise of Conversion Rights by a Bondholder where the Conversion Date falls after the Conversion Commencement Date, the Issuer may make an election (an “Alternative Settlement Election”) by giving notice (an “Alternative Settlement Election Notice”) to the relevant Bondholder by not later than the date (the “Alternative Settlement Election Date”) falling 3 dealing days following the relevant Conversion Date to the address (or, if a fax number or email address is provided in the relevant Conversion Notice, that fax number or email address) specified for that purpose in the relevant Conversion Notice (with a copy to the Trustee and the Principal Paying, Transfer and Conversion Agent).

An Alternative Settlement Election Notice shall specify the relevant Calculation Period and whether the Issuer has elected for an ADS Based Settlement or a Cash Based Settlement.

An Alternative Settlement Election Notice shall be irrevocable.

(ii)Automatic Cash Settlement

Where Conversion Rights are exercised and the relevant Conversion Date falls:

(i)during the Relevant Event Period and prior to the Conversion Commencement Date; or

(ii)on or prior to such time as the Issuer shall have given a Revocation Notice to Bondholders,

the exercise of such Conversion Rights shall be satisfied by the payment by the Issuer of the Cash Settlement Amount (as determined as provided in Condition 6(m)(iii), with for this purpose, “FN” being zero) together with, where the relevant Conversion Date falls during the Relevant Event Period (and, in this case, whether prior to or on or after the Conversion Commencement Date), the Make-Whole Amount in respect of the relevant Bonds.

A “Revocation Notice” means a notice given by the Issuer to Bondholders save that the provisions of this Condition 6(m)(ii) shall not apply in respect of the exercise of Conversion Rights where the relevant Conversion Date falls after the date such notice is given (and such notice

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may be given in and as part of the notice required to be given pursuant to Condition 11(xiv)).

A Revocation Notice shall not be given prior to the Conversion Commencement Date.

Where this paragraph (ii) shall apply, a holder exercising Conversion Rights shall not be entitled to receive ADSs in respect of such exercise.

(iii)ADS Based Settlement

Where an Alternative Settlement Election is made by the Issuer and the Alternative Settlement Election Notice specifies ADS Based Settlement, the relevant exercise of Conversion Rights shall be satisfied, in respect of each U.S.$100,000 principal amount of Bonds, by the delivery to or to the order of the relevant Bondholder of the Fixed Number of ADSs (which shall not be greater than the Reference ADSs) and the payment to such Bondholder of the Cash Settlement Amount.

The “Fixed Number of ADS” shall be the number of ADSs specified as the Fixed Number of ADSs in the relevant Alternative Settlement Election Notice.

“Cash Settlement Amount” means the sum of the Daily Settlement Amounts determined in respect of each dealing day in the Calculation Period.

“Daily Settlement Amount” means, in respect of a dealing day, an amount determined in accordance with the following formula:

where

DSAmeans the Daily Settlement Amount;

DCVmeans the Reference ADSs multiplied by VWAP;

FNmeans the Fixed Number of ADSs specified in the relevant Alternative Settlement Election Notice; and

VWAPmeans the Volume Weighted Average Price of an ADS on the relevant dealing day.

“Reference ADSs” means, in respect of the exercise of Conversion Rights, the number of ADSs determined by dividing U.S.$100,000 by the Conversion Price in effect on the relevant Conversion Date, rounded down, if necessary, to the nearest whole number.

“Calculation Period” means, in relation to any exercise of Conversion Rights, the period of 10 consecutive dealing days commencing on and including the third dealing day after the date the relevant Alternative Settlement Election Notice is given to the relevant Bondholder or, where Condition 6(m)(ii) shall apply, commencing on and including the relevant Conversion Date.

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Notwithstanding the above, the Issuer shall be entitled to specify in the relevant Alternative Settlement Election Notice that the relevant exercise of Conversion Rights shall be settled entirely by the delivery of ADSs, and in such case no cash amount shall be payable in respect thereof under this Condition 6(m). In such case the Issuer shall procure the delivery to the relevant Bondholder of the Conversion ADSs (determined as provided in sub-paragraph (iv) (Cash Based Settlement) with, for this purpose, “FCA” being zero).

(iv)Cash Based Settlement

Where an Alternative Settlement Election is made by the Issuer and the Alternative Settlement Election Notice specifies Cash Based Settlement, the relevant exercise of Conversion Rights shall be satisfied, in respect of each U.S.$100,000 principal amount of Bonds, by the payment to or to the order of the relevant Bondholder of the Fixed Cash Amount and the delivery to such Bondholder of the Conversion ADSs.

The “Fixed Cash Amount” shall be the cash amount in U.S. dollars specified as the Fixed Cash Amount in the relevant Alternative Settlement Election Notice.

“Conversion ADSs” means the sum of the Daily Conversion ADSs determined in respect of each dealing day in the Calculation Period.

“Daily Conversion ADSs” means, in respect of a dealing day, the number of ADSs determined in accordance with the following formula, provided that if DCV is less than FCA, the Daily Conversion ADSs in respect of such dealing day shall be zero:

where

DCAmeans the Daily Conversion ADSs (rounded down, if necessary to the nearest whole number);

FCAmeans the Fixed Cash Amount;

VWAPhas the meaning provided in sub-paragraph (iii) above; and

DCVhas the meaning provided in sub-paragraph (iii) above.

Notwithstanding the above, the Issuer shall be entitled to specify in the relevant Alternative Settlement Election Notice that the relevant exercise of Conversion Rights shall be settled entirely by payment of a cash amount, and in such case no ADSs shall be delivered. In such case, the Issuer shall pay to the relevant Bondholder the Cash Settlement Amount (determined as provided in sub-paragraph (iii) (ADS Based Settlement) with, for this purpose, “FN” being zero).

(v)Determination of VWAP

In determining the VWAP for any dealing day, if any Dividend or other entitlement in respect of the Shares is announced on or prior to the end

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of the relevant Calculation Period in circumstances where the record date or other due date for the establishment of entitlement in respect of such Dividend or other entitlement shall be on or after the relevant Conversion Date and if on such dealing day in the relevant Calculation Period the VWAP is based on a price ex-Dividend or ex-any other entitlement, the VWAP for such dealing day shall be increased by an amount equal to the Fair Market Value of any such Dividend or other entitlement per Share (by reference to the number of Shares represented by an ADS at the relevant time) as at the date of the first public announcement of such Dividend or entitlement (or, if that is not a dealing day, the immediately preceding dealing day).

If there shall be any adjustment to the Conversion Price during the Calculation Period, such adjustment shall be made to the number of ADSs comprising the Reference ADSs as an Independent Financial Adviser shall determine to be appropriate.

(vi)Payment

Payment of any cash amount pursuant to this Condition 6(m) shall be made by the Issuer by not later than 5 calendar days following the end of the Calculation Period by transfer to a U.S. dollar account maintained with a bank in New York City in accordance with instructions contained in the relevant Conversion Notice.

Delivery of any ADSs pursuant to this Condition 6(m) shall be made in the manner and by the time provided in Condition 6(i).

7Redemption and Purchase

(a)Final Redemption

Unless previously purchased and cancelled, redeemed or converted as herein provided, the Bonds will be redeemed at their principal amount on the Final Maturity Date. The Bonds may only be redeemed at the option of the Issuer prior to the Final Maturity Date in accordance with Condition 7(b).

(b)Redemption at the Option of the Issuer

On giving not less than 30 nor more than 90 days’ notice (an “Optional Redemption Notice”) to the Trustee and to the Bondholders in accordance with Condition 17, the Issuer may redeem all but not some only of the Bonds then outstanding on the date (the “Optional Redemption Date”) specified in the Optional Redemption Notice at their principal amount together with accrued interest up to but excluding the Optional Redemption Date:

(i)at any time on or after 12 June 2012, if the Parity Value on each of at least 20 consecutive dealing days ending not earlier than five days prior to the giving of the relevant Optional Redemption Notice, shall have exceeded U.S.$130,000; or

(ii)at any time if, prior to the date on which the relevant Optional Redemption Notice is given, Conversion Rights shall have been exercised and/or purchases (and corresponding cancellations) effected in respect of 85 per cent. or more in principal amount of the Bonds originally issued.

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For the purposes of Condition 7(b)(ii), the principal amount of the Bonds originally issued shall be the aggregate of the principal amount of the Bonds and the principal amount of any Further Bonds.

(c)Redemption for Taxation Reasons

At any time the Issuer may, having given not less than 30 nor more than 60 days’ notice (a “Tax Redemption Notice”) to the Bondholders redeem (subject to the second following paragraph) all but not some only of the Bonds for the time being outstanding on the date (the “Tax Redemption Date”) specified in the Tax Redemption Notice at their principal amount as at such date, together with accrued but unpaid interest to such date, if (i) the Issuer satisfies the Trustee immediately prior to the giving of such notice that the Issuer (or, if the guarantee were called, the Guarantor) has or will become obliged to pay additional amounts in respect of payments of interest on the Bonds pursuant to Condition 9 as a result of any change in, or amendment to, the laws or regulations of the Isle of Man or the Republic of South Africa or any political subdivision or any authority thereof or therein having power to tax, or any change in the general application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the 18 May 2009, and (ii) such obligation cannot be avoided by the Issuer or the Guarantor, as the case may be, taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer or the Guarantor, as the case may be, would be obliged to pay such additional amounts were a payment in respect of the Bonds then due or, as the case may be, the guarantee was then called. Prior to the publication of any notice of redemption pursuant to this paragraph, the Issuer or the Guarantor, as the case may be, shall deliver to the Trustee (a) a certificate signed by two directors of the Issuer or the Guarantor, as the case may be, stating that the obligation referred to in (i) above cannot be avoided by the Issuer or the Guarantor, as the case may be, taking reasonable measures available to it and (b) an opinion of independent legal or tax advisers of recognised international standing to the effect that such change or amendment has occurred and that the Issuer or the Guarantor, as the case may be, has or will be obliged to pay such additional amounts as a result thereof (irrespective of whether such amendment or change is then effective) and the Trustee shall accept without any liability for so doing such certificate and opinion as sufficient evidence of the matters set out in (i) and (ii) above in which event it shall be conclusive and binding on the Bondholders.

On the Tax Redemption Date the Issuer shall (subject to the next following paragraph) redeem the Bonds at their principal amount, together with accrued interest to such date.

If the Issuer gives a Tax Redemption Notice, each Bondholder will have the right to elect that his Bonds shall not be redeemed and that the provisions of Condition 9 shall not apply in respect of any payment of interest to be made on such Bonds which falls due after the relevant Tax Redemption Date, whereupon no additional amounts shall be payable in respect thereof pursuant to Condition 9 and payment of all amounts of such interest on such Bonds shall be made subject to the deduction or withholding of any Isle of Man or, as the case may be, the Republic of South Africa taxation required to be withheld or deducted. To exercise such right, the holder of the relevant Bond must complete, sign and deposit at the specified office of any Paying, Transfer and Conversion Agent a duly completed and signed notice of election, in the form for the time being current, obtainable from the specified office of any Paying, Transfer and

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Conversion Agent together with the relevant Bonds on or before the day falling 10 days prior to the Tax Redemption Date.

(d)Optional Redemption and Tax Redemption Notices

Any Optional Redemption Notice or Tax Redemption Notice shall be irrevocable. Any such notice shall specify (i) the Optional Redemption Date or, as the case may be, the Tax Redemption Date, (ii) the Conversion Price, the aggregate principal amount of the Bonds outstanding and the closing price of the Shares as published by or derived from the Relevant Stock Exchange, in each case as at the latest practicable date prior to the publication of the Optional Redemption Notice or, as the case may be, the Tax Redemption Notice and (iii) the last day on which Conversion Rights may be exercised by Bondholders.

(e)Redemption at the option of Bondholders

(i)Relevant Period

Following the occurrence of a Relevant Event, the holder of each Bond will have the right to require the Issuer to redeem that Bond on the Relevant Event Put Date at its principal amount, together with accrued and unpaid interest to such date. To exercise such right, the holder of the relevant Bond must deliver such Bond to the specified office of any Paying, Transfer and Conversion Agent, together with a duly completed and signed notice of exercise in the form for the time being current obtainable from the specified office of any Paying, Transfer and Conversion Agent (a “Relevant Event Put Exercise Notice”), at any time during the Relevant Event Period. The “Relevant Event Put Date” shall be the fourteenth calendar day after the expiry of the Relevant Event Period.

Payment in respect of any such Bond shall be made by transfer to a U.S. dollar account maintained with a bank in New York City as specified by the relevant Bondholder in the Relevant Event Put Exercise Notice.

A Relevant Event Put Exercise Notice, once delivered, shall be irrevocable and the Issuer shall redeem all Bonds the subject of Relevant Event Put Exercise Notices delivered as aforesaid on the Relevant Event Put Date.

(ii)De-listing Event

Following the occurrence of a De-listing Event, the holder of each Bond will have the right to require the Issuer to redeem that Bond on the De-listing Event Put Date at its principal amount, together with accrued and unpaid interest to such date. To exercise such right, the holder of the relevant Bond must deliver such Bond to the specified office of any Paying, Transfer and Conversion Agent, together with a duly completed and signed notice of exercise in the form for the time being current obtainable from the specified office of any Paying, Transfer and Conversion Agent (a “De-listing Event Put Exercise Notice”), at any time during the De-listing Event Period. The “De-listing Event Put Date” shall be the fourteenth calendar day after the expiry of the De-listing Event Period.

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Payment in respect of any such Bond shall be made by transfer to a U.S. dollar account maintained with a bank in New York City as specified by the relevant Bondholder in the De-listing Event Put Exercise Notice.

A De-listing Event Put Exercise Notice, once delivered, shall be irrevocable and the Issuer shall redeem all Bonds the subject of De-listing Event Put Exercise Notices delivered as aforesaid on the De-listing Event Put Date.

The Issuer shall give notice or procure that notice is given to the Trustee and the Bondholders in accordance with Condition 17 (a “De-listing Event Notice”) within 14 calendar days of the first day on which it becomes aware of the occurrence of a De-listing Event. The De-listing Event Notice shall contain a statement informing Bondholders of their entitlement to exercise their Conversion Rights as provided in these Conditions and their entitlement to exercise their rights to require redemption of their Bonds pursuant to this Condition 7(e). The De-listing Event Notice shall also specify:

(i)the Conversion Price and the Volume Weighted Average price of an ADS as at the latest practicable date prior to the publication of such notice;

(ii)the last day of the De-listing Event Period;

(iii)the De-listing Event Put Date; and

(iv)such other information relating to the De-listing Event as the Trustee may reasonably require.

(f)Purchase

Subject to any applicable stock exchange requirements, the Issuer or the Guarantor or any Subsidiary of the Guarantor or any affiliate (as defined in Rule 144 under the Securities Act) of the Guarantor may at any time purchase Bonds in the open market or otherwise at any price.

(g)Cancellation

All Bonds which are redeemed or in respect of which Conversion Rights are exercised and all Bonds purchased by the Issuer, the Guarantor or any Subsidiary of the Guarantor will be cancelled and may not be reissued or resold.

All Bonds purchased by any affiliate (as defined in Rule 144 under the Securities Act) of the Guarantor may not be offered, resold, pledged or otherwise transferred if, upon such offer, resale, pledge or transfer, such Bonds would be “restricted securities” as defined in Rule 144 of the Securities Act

(h)Multiple Notices

If more than one notice of redemption is given pursuant to this Condition 7, the first of such notices to be given shall prevail.

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8Payments

(a)Principal

Payment of the principal in respect of the Bonds and accrued interest payable on a redemption of the Bonds other than on an Interest Payment Date will be made to the person or persons shown in the Register at the close of business on the Record Date and subject to the surrender of the Bonds at the specified office of the Registrar or of any of the Paying, Transfer and Conversion Agents.

(b)Interest and other Amounts

(i)Payments of interest due on an Interest Payment Date will be made on such Interest Payment Date to the persons shown in the Register at close of business on the Record Date (whether or not redeemed or converted at any time thereafter).

(ii)Payments of all amounts other than as provided in Condition 8(a) and (b)(i) will be made as provided in these Conditions.

(c)Record Date

“Record Date” means the seventh Business Day (as defined in Condition 3) before the due date for the relevant payment.

(d)Payments

Each payment in respect of the Bonds pursuant to Condition 8(a) and (b)(i) will be made by transfer to a U.S. dollar account maintained with a bank in New York City.

(e)Payments subject to fiscal laws

All payments in respect of the Bonds are subject in all cases to any applicable fiscal or other laws and regulations. No commissions or expenses shall be charged to the Bondholders in respect of such payments.

(f)Delay in payment

Bondholders will not be entitled to any interest or other payment for any delay after the due date in receiving the amount due (i) as a result of the due date not being a business day, (ii) if the Bondholder is late in surrendering the relevant Bond or (iii) if a cheque mailed in accordance with this Condition arrives after the date for payment.

(g)Business Days

In this Condition, “business day” means any day (other than a Saturday or Sunday) on which banks and foreign exchange markets are open for business in London and New York City and, in the case of presentation or surrender of a Bond, in the place of the specified office of the Registrar or relevant Paying, Transfer and Conversion Agent, to whom the relevant Bond is presented or surrendered.

(h)Agents, etc.

The initial Paying, Transfer and Conversion Agents and the Registrar and their initial specified offices are listed below. The Issuer reserves the right under the

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Agency Agreement at any time, with the prior written approval of the Trustee, to vary or terminate the appointment of any Paying, Transfer and Conversion Agent or the Registrar and appoint additional or other Paying, Transfer and Conversion Agents or another Registrar, provided that it will maintain (i) a Principal Paying, Transfer and Conversion Agent, and a Paying, Transfer and Conversion Agent in New York City, (ii) a Paying, Transfer and Conversion Agent having its specified office in London, (iii) a Paying, Transfer and Conversion Agent with a specified office in a European Union Member State that will not be obliged to withhold or deduct tax pursuant to any law implementing European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN council meeting of 26-27 November 2000 (iv) so long as the Bonds are listed on the SGX-ST and the rules of the SGX-ST so require, a Paying, Transfer and Conversion Agent having a specified office in Singapore and (iv) a Registrar with a specified office outside the United Kingdom. Notice of any change in the Paying, Transfer and Conversion Agents or the Registrar or their specified offices will promptly be given by or on behalf of the Issuer to the Bondholders in accordance with Condition 17 and to the Trustee.

(i)Fractions

When making payments to Bondholders, if the relevant payment is not of an amount which is a whole multiple of the smallest unit of the relevant currency in which such payment is to be made, such payment will be rounded down to the nearest such unit.

9Taxation

All payments made by or on behalf the Issuer or the Guarantor in respect of the Bonds will be made free from any restriction or condition and be made without deduction or withholding for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Isle of Man or the Republic of South Africa or any political subdivision or any authority thereof or therein having power to tax, unless deduction or withholding of such taxes, duties, assessments or governmental charges is required to be made by law.

In the event that any such withholding or deduction is required to be made, the Issuer or the Guarantor, as the case may be, will pay such additional amounts as will result in the receipt by the Bondholders of the amounts which would otherwise have been receivable had no such withholding or deduction been required, except that no such additional amount shall be payable in respect of interest on any Bond:

(a)to a holder (or to a third party on behalf of a holder) who is subject to such taxes, duties, assessments or governmental charges in respect of such Bond by reason of his having some connection with the Isle of Man or the Republic of South Africa, as the case may be, otherwise than merely by holding the Bond or by the receipt of amounts in respect of the Bond; or

(b)where presentation and surrender of a Bond is required pursuant to these Conditions, if the Bond is surrendered more than 30 days after the Relevant Date except to the extent that the holder would have been entitled to such additional amount on surrendering the Bond for payment on the last day of such period of 30 days; or

(c)where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income or any law

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implementing or complying with, or introduced in order to conform to, such Directive; or

(d)where presentation and surrender of a Bond is required pursuant to these Conditions, presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Bond to another Paying, Transfer and Conversion Agent in a Member State of the European Union.

References in these Conditions to principal, premium and/or interest shall be deemed also to refer to any additional amounts which may be payable under this Condition or any undertaking or covenant given in addition thereto or in substitution therefor pursuant to the Trust Deed.

The provisions of this Condition 9 shall not apply in respect of any payments of interest which fall due after the relevant Tax Redemption Date in respect of any Bonds which are the subject of a Bondholder election pursuant to Condition 7(c) (Redemption for Taxation Reasons).

10Events of Default

The Trustee at its discretion may, and if so requested in writing by the holders of at least one-quarter in principal amount of the Bonds then outstanding or if so directed by an Extraordinary Resolution of the Bondholders shall (subject in each case to being indemnified and/or secured and/or prefunded to its satisfaction), give notice to the Issuer that the Bonds are, and they shall accordingly thereby immediately become, due and repayable at their principal amount together with accrued interest if any of the following events (each an “Event of Default”) shall have occurred and (other than in the case of the events referred to in Condition 10(a)) is continuing:

(a)Non-payment or non-delivery of Shares

(i)The Issuer or the Guarantor fails to pay any interest or other amount in respect of the Bonds when due and such failure continues for a period of 14 days; or

(ii)the Guarantor fails to issue and deliver any Shares required to be issued and delivered by it or there is a failure to issue and deliver any ADSs required to be issued and delivered following the exercise of Conversion Rights and such failure continues for a period of 14 days.

(b)Breach of Other Obligations

The Issuer or the Guarantor does not perform or comply with any one or more of its other obligations under the Bonds or the Trust Deed (other than any obligation for the payment of any interest or any other amount in respect of the Bonds or any obligation to issue and deliver Shares or ADSs following the exercise of Conversion Rights) or, if any event occurs or any action is taken or fails to be taken which is (or but for a provision of applicable law would be) a breach of any of the undertakings contained in Condition 11, which default or breach is incapable of remedy or, if in the opinion of the Trustee capable of remedy, is not in the opinion of the Trustee remedied within 30 days (or such longer period as the Trustee may permit) after written notice of such default or breach shall have been given to the Issuer or the Guarantor by the Trustee requiring the same to be remedied; or

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(c)Cross-Default

(i)any other present or future indebtedness of the Issuer or the Guarantor or any Material Subsidiary for or in respect of moneys borrowed becomes due and payable prior to its stated maturity by reason of any event of default (howsoever described), or

(ii)any such indebtedness is not paid when due or if later, as the case may be, at the end of any applicable grace period, or

(iii)the Issuer or the Guarantor or any Material Subsidiary fails to pay when due any amount payable by it under any present or future guarantee for, or indemnity in respect of, any moneys borrowed or raised,

provided that the aggregate amount of the relevant indebtedness, guarantees and indemnities in respect of which one or more of the events mentioned above in this paragraph (c) has or have occurred and is or are continuing equals or exceeds U.S.$50,000,000 (or its equivalent in any other currency or currencies); or

(d)Security Enforced

Any mortgage, charge, pledge, lien or other encumbrance, present or future, created or assumed by the Issuer or the Guarantor or any Material Subsidiary over all or (in the opinion of the Trustee) a substantial part of its property or assets for an amount at the relevant time in excess of U.S.$50,000,000 (or its equivalent in any other currency or currencies) becomes enforceable and any step is taken to enforce it (including the taking of possession or the appointment of a receiver, administrative receiver, manager or other similar person) unless such enforcement is discharged within 30 days or is the subject of a bona fide dispute; or

(e)Insolvency

The Issuer or the Guarantor or any Material Subsidiary is unable to pay its debts as they fall due (by reason of financial difficulties), commences negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness or makes a general assignment for the benefit of or a composition with its creditors; or

(f)Winding-up

The Issuer or the Guarantor or any Material Subsidiary takes any corporate action for its winding-up, dissolution or administration or if a receiver, liquidator, administrator, administrative receiver, trustee or similar officer is appointed in respect of it or of all or (in the opinion of the Trustee) a substantial part of its revenues and assets, or the Issuer or the Guarantor or any Material Subsidiary ceases or threatens to cease to carry on all or (in the opinion of the Trustee) a substantial part of its business or operations, except, in each case, for the purpose of solvent reconstruction, amalgamation, reorganisation, merger or consolidation (i) on terms previously approved in writing by the Trustee or by an Extraordinary Resolution of the Bondholders, or (ii) in the case of a Material Subsidiary, whereby the undertaking and assets of the Material Subsidiary are transferred to or otherwise vested in the Guarantor or another Material Subsidiary,

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provided that, in the case of paragraphs (b) to (e) inclusive, in the case of the Issuer or the Guarantor, and (b) to (f) inclusive, in the case of any Material Subsidiary, the Trustee shall have certified that, in its opinion, such event is materially prejudicial to the interests of the Bondholders.

11Undertakings

Whilst any Conversion Right remains exercisable, the Guarantor will, save with the approval of an Extraordinary Resolution or with the prior written approval of the Trustee where, in the opinion of the Trustee, it is not materially prejudicial to the interests of the Bondholders to give such approval:

(i)issue, register and deliver Shares on exercise of Conversion Rights in accordance with these Conditions and at all times keep available for issue free from pre-emptive or other similar rights out of its authorised but unissued ordinary share capital such number of Shares as would enable it to issue in full such number of Shares as are required to be issued by it upon exercise of Conversion Rights and all other rights of subscription and exchange for and conversion into Shares, and procure the issue and delivery of ADSs in accordance with these Conditions on exercise of Conversion Rights;

(ii)other than in connection with a Newco Scheme, not issue or pay up any Securities, in either case by way of capitalisation of profits or reserves, other than:

(A)by the issue of fully paid Shares or other Securities to the Shareholders and other holders of shares in the capital of the Guarantor which by their terms entitle the holders thereof to receive Shares or other Securities on a capitalisation of profits or reserves; or

(B)by the issue of Shares paid up in full out of profits or reserves (in accordance with applicable law) and issued wholly, ignoring fractional entitlements, in lieu of the whole or part of a Dividend in cash; or

(C)by the issue of fully paid equity share capital (other than Shares) to the holders of equity share capital of the same class and other holders of ordinary shares in the capital of the Guarantor which by their terms entitle the holders thereof to receive equity share capital (other than Shares) on a capitalisation of profits or reserves; or

(D)by the issue of any equity share capital to (x) employees or former employees or directors (including directors holding or formerly holding executive office or the personal service company of any such person) or their spouses or relatives, in each case, of the Guarantor or any of its Subsidiaries or associated companies of any such person or to any trustee or trustees for the benefit of any such person, in any such case, pursuant to any employees’ share or option scheme, or (y) to any other person in connection with the Bokamoso ESOP Trust employee share option scheme, the empowerment transaction entered into with lzingwe and any other black economic empowerment transaction entered into by the Guarantor,

unless, in any such case, the same gives rise (or would, but for the provisions of Condition 6(g) relating to the carry forward of adjustments, give rise) to an adjustment to the Conversion Price;

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(iii)not in any way modify the rights attaching to the Shares with respect to voting, dividends or liquidation nor issue any other class of equity share capital carrying any rights which are more favourable than such rights but so that nothing in this Condition 11(iii) shall prevent:

(A)the issue of any equity share capital to employees or former employees or directors (including directors holding or formerly holding executive office or the personal service company of any such person) or their spouses or relatives, in each case, of the Guarantor or any of its Subsidiaries or associated companies of any such person or to any trustee or trustees for the benefit of any such person, in any such case, pursuant to any employees’ share or option scheme; or

(B)any consolidation or subdivision of the Shares or the conversion of any Shares into stock or vice versa; or

(C)any modification of such rights which is not, in the opinion of an Independent Financial Adviser materially prejudicial to the interests of the Bondholders; or

(D)any alteration to the Articles of Association of the Guarantor made in connection with the matters described in this Condition 11 or which is supplemental or incidental to any of the foregoing (including any amendment made to enable or facilitate procedures relating to such matters and any amendment dealing with the rights and obligations of holders of Securities, including Shares, dealt with under such procedures); or

(E)any issue of equity share capital where the issue of such equity share capital results or would, but for the provisions of any other Condition, otherwise result in an adjustment of the Conversion Price; or

(F)any issue of equity share capital or modification of rights attaching to the Shares where prior thereto the Guarantor shall have instructed an Independent Financial Adviser, to determine what (if any) adjustments should be made to the Conversion Price as being fair and reasonable to take account thereof and such Independent Financial Adviser shall have determined either that no adjustment is required or that an adjustment to the Conversion Price is required and, if so, the new Conversion Price as a result thereof and the basis upon which such adjustment is to be made and, in any such case, the date on which the adjustment shall take effect (and so that the adjustment shall be made and shall take effect accordingly);

(iv)procure that no Securities (whether issued by the Guarantor, the Issuer or any Subsidiary of the Guarantor or procured by the Guarantor, the Issuer or any Subsidiary of the Guarantor to be issued or issued by any other person pursuant to any arrangement with the Guarantor, the Issuer or any Subsidiary of the Guarantor) issued without rights to convert into, or exchange or subscribe for, Shares shall subsequently be granted such rights exercisable at a consideration per Share which is less than 95 per cent. of the Current Market Price per Share at the close of business on the last dealing day preceding the date of the announcement of the proposed inclusion of such rights unless the same gives rise (or would, but for the provisions of Condition 6(g) relating to the carry forward of adjustments, give rise) to an adjustment to the Conversion Price and that at no

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time shall there be in issue Shares of differing nominal values, save where such Shares have the same economic rights;

(v)not make any issue, grant or distribution or take any other action if the effect thereof would be that, on the conversion of Bonds, Shares would (but for the provisions of Condition 6(e)) have to be issued at a discount to their nominal or par value or otherwise could not, under any applicable law then in effect, be legally issued as fully paid;

(vi)not reduce its issued share capital, share premium account or capital redemption reserve or any uncalled liability in respect thereof or any non-distributable reserves except (A) pursuant to the terms of issue of the relevant share capital or (B) by means of a purchase or redemption of share capital of the Guarantor, to the extent permitted by applicable law or (C) where the reduction does not involve any distribution of assets or (D) where the reduction results in (or would, but for the provisions of Condition 6(g) relating to the carry forward of adjustments, result in) an adjustment to the Conversion Price or (E) solely in relation to a change in the currency in which the nominal value of the Shares is expressed or (F) pursuant to or in connection with a Newco Scheme or a Spin-Off or (G) where the reduction is permitted by applicable law and the Trustee is advised by an Independent Financial Adviser, acting as an expert, that the interests of the Bondholder will not be materially prejudiced by such reduction or (H) by way of, or involving, a transfer to reserves under applicable law, and provided that this paragraph (vi) shall not restrict the ability of the Guarantor to acquire, repurchase or buy back its own shares or any Subsidiary of the Guarantor to acquire any shares of the Guarantor;

(vii)if any offer is made to all (or as nearly as may be practicable all) Shareholders (or all (or as nearly as may be practicable all) such Shareholders other than the offeror and/or any parties acting in concert (as defined in Section 440A of the South African Companies Act)) to acquire all or a majority of the issued ordinary share capital of the Guarantor, or if a scheme (other than a Newco Scheme) is proposed with regard to such acquisition, give notice of such offer or scheme to the Trustee and the Bondholders at the same time as any notice thereof is sent to its Shareholders (or as soon as practicable thereafter) that details concerning such offer or scheme may be obtained from the specified offices of the Paying, Transfer and Conversion Agents and, where such an offer or scheme has been recommended by the Board of Directors of the Guarantor or where such an offer has become or been declared unconditional in all respects, use its reasonable endeavours to procure that a like offer or scheme is extended to the holders of any Shares issued during the period of the offer or scheme arising out of the exercise of the Conversion Rights and/or to the holders of the Bonds;

(viii)in the event of a Newco Scheme the Guarantor shall take (or shall procure that there is taken) all necessary action to ensure that (to the satisfaction of the Trustee) immediately after completion of the scheme of arrangement (a) such amendments are made to these Conditions and the Trust Deed as are necessary, in the opinion of the Trustee, to ensure that the Bonds may be converted into or exchanged for ordinary shares in Newco (or depositary or other receipts or certificates representing such Shares) mutatis mutandis in accordance with and subject to these Conditions and the Trust Deed and (b) the ordinary shares of Newco (or depositary or other receipts or certificates representing such shares) are listed and admitted to trading on either a national securities exchange registered under Section 6 of the U.S. Securities Exchange Act of 1934 or the London Stock Exchange;

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(ix)for so long as any Bonds are outstanding, the Guarantor shall use reasonable endeavours to obtain and maintain a listing on the New York Stock Exchange for the ADSs;

(x)use reasonable endeavours to ensure that the Shares issued upon conversion of the Bonds will be admitted to listing and trading on the Relevant Stock Exchange and such Shares and the relevant ADSs issued in respect thereof pursuant to these Conditions will be admitted to listing and trading or quoted or admitted to or accepted for dealing in on any other stock exchange or securities market on which the Shares and such ADSs may then be admitted to listing and trading or quoted or admitted to or accepted for dealing;

(xi)procure that the Issuer shall not become domiciled or resident in or subject generally to the taxing authority of any jurisdiction (other than the Isle of Man) unless the Issuer would not thereafter be required pursuant to then current laws and regulations to withhold or deduct for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of such jurisdiction or any political subdivision thereof or therein having power to tax in respect of any payment on or in respect of the Bonds;

(xii)file all reports required to be filed under Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended;

(xiii)procure that each Unrestricted ADS and each Restricted ADS in issue shall at all times represent the same number of Shares; and

(xiv)promptly following the Approval Date, give notice thereof to Bondholders, informing them of their right to exercise Conversion Rights pursuant to these Conditions (and such notice may be given in and as part of the Revocation Notice).

As used in these Conditions, “equity share capital” has the meaning given to it in Section 1 of the South African Companies Act.

12Prescription

Claims against the Issuer and the Guarantor for payment in respect of the Bonds shall be prescribed and become void unless made within 10 years (in the case of principal) or five years (in the case of interest) from the appropriate Relevant Date in respect of such payment and thereafter any principal, interest or other sums payable in respect of such Bonds shall be forfeited and revert to the Issuer or the Guarantor, as the case may be.

Claims in respect of any other amounts payable in respect of the Bonds shall become void unless made within 10 years following the due date for payment thereof.

13Replacement of Bonds

If any Bond is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Paying, Transfer and Conversion Agent in London for the time being subject to all applicable laws and stock exchange requirements, upon payment by the claimant of the expenses incurred in connection with such replacement and on such terms as to evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Bonds must be surrendered before replacements will be issued.

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14Meetings of Bondholders, Modification and Waiver; Substitution

(a)Meetings of Bondholders

The Trust Deed contains provisions for convening meetings of Bondholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions or any provisions of the Trust Deed. Such a meeting may be convened by the Issuer or the Trustee and shall be convened by the Issuer if required in writing by Bondholders holding not less than 10 per cent. in principal amount of the Bonds for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution will be one or more persons holding or representing a clear majority in principal amount of the Bonds for the time being outstanding, or at any adjourned meeting one or more persons being or representing Bondholders whatever the principal amount of the Bonds so held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to modify the maturity of the Bonds or the dates on which interest is payable in respect of the Bonds, (ii) to reduce or cancel the principal amount of, or any premium or interest on, the Bonds, (iii) to change the currency of any payment in respect of the Bonds, (iv) to modify or vary the Conversion Rights in respect of the Bonds, other than pursuant to or as a result of any amendments to these Conditions and the Trust Deed made pursuant to and in accordance with the provisions of Condition 11(viii) (“Newco Scheme Modification”), (v) to increase the Conversion Price, other than in accordance with these Conditions or pursuant to a Newco Scheme Modification, or (vi) to modify the provisions concerning the quorum required at any meeting of Bondholders or the majority required to pass an Extraordinary Resolution, in which case the necessary quorum will be one or more persons holding or representing not less than two-thirds, or at any adjourned meeting not less than one-third, in principal amount of the Bonds for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Bondholders (whether or not they were present at the meeting at which such resolution was passed).

An “Extraordinary Resolution” is a resolution in respect of which not less than three-quarters of the votes cast shall have been in favour at a meeting of Bondholders duly convened and held in accordance with the Trust Deed.

(b)Modification and Waiver

The Trustee may agree, without the consent of the Bondholders, to (i) any modification of any of the provisions of the Trust Deed, any trust deed supplemental to the Trust Deed, the Agency Agreement, any agreement supplemental to the Agency Agreement, the Bonds or these Conditions which in the Trustee’s opinion is of a formal, minor or technical nature or is made to correct a manifest or (in the opinion of the Trustee) proven error or to comply with mandatory provisions of law, and (ii) any other modification to the Trust Deed, any trust deed supplemental to the Trust Deed, the Agency Agreement, any agreement supplemental to the Agency Agreement, the Bonds or these Conditions (except as mentioned in the Trust Deed), and any waiver or authorisation of any breach or proposed breach, of any of the provisions of the Trust Deed, any trust deed supplemental to the Trust Deed, the Agency Agreement, any agreement supplemental to the Agency Agreement, the Bond or these Conditions which is, in the opinion of the Trustee, not materially prejudicial to the interests of the Bondholders. The Trustee may, without the consent of the Bondholders, determine that an Event of Default or a Potential Event of Default (as defined in the Trust Deed) should not be treated as such, provided that in the

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opinion of the Trustee, the interests of Bondholders will not be materially prejudiced thereby. Any such modification, authorisation or waiver shall be binding on the Bondholders and, if the Trustee so requires, such modification shall be notified to the Bondholders promptly in accordance with Condition 17.

(c)Substitution

The Trustee may, without the consent of the Bondholders, agree with the Issuer to the substitution in place of the Issuer (or any previous substitute under this paragraph) as the principal debtor under the Bonds and the Trust Deed of any Subsidiary of the Guarantor or (in the case of a Newco Scheme) of Newco, subject to (i) (other than in the case of a Newco Scheme) the Bonds continuing to be unconditionally and irrevocably guaranteed by the Guarantor, (ii) the Bonds (other than in the case of a Newco Scheme), continuing to be convertible or exchangeable into Shares as provided in these Conditions or (in the case of a Newco Scheme) being convertible or exchangeable into ordinary shares in Newco (or depositary or other receipts or certificates representing such ordinary shares) mutatis mutandis as provided in these Conditions, with such amendments as the Trustee shall consider appropriate, (iii) the Trustee being satisfied that the interests of the Bondholders will not be materially prejudiced by the substitution, and (iv) certain other conditions set out in the Trust Deed being complied with. In the case of such a substitution the Trustee may agree, without the consent of the Bondholders, to a change of the law governing the Bonds and/or the Trust Deed provided that such change would not in the opinion of the Trustee be materially prejudicial to the interests of the Bondholders. Any such substitution shall be binding on the Bondholders and shall be notified promptly to the Bondholders in accordance with Condition 17.

(d)Entitlement of the Trustee

In connection with the exercise of its functions (including but not limited to those referred to in this Condition) the Trustee shall have regard to the interests of the Bondholders as a class and, in particular but without limitation, shall not have regard to the consequences of the exercise of its trusts, powers or discretions for individual Bondholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory, and the Trustee shall not be entitled to require, nor shall any Bondholder be entitled to claim, from the Issuer or any other person any indemnification or payment in respect of any tax consequence of any such exercise upon individual Bondholders.

15Enforcement

The Trustee may at any time, at its discretion and without notice, take such proceedings against the Issuer and/or the Guarantor as it may think fit to enforce the provisions of the Trust Deed and the Bonds, but it shall not be bound to take any such proceedings or any other action in relation to the Trust Deed or the Bonds unless (i) it shall have been so directed by an Extraordinary Resolution of the Bondholders or so requested in writing by the holders of at least one-quarter in principal amount of the Bonds then outstanding, and (ii) it shall have been indemnified and/or secured and/or prefunded to its satisfaction. No Bondholder shall be entitled to proceed directly against the Issuer and/or Guarantor unless the Trustee, having become bound so to proceed, fails so to do within a reasonable period and the failure shall be continuing.

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16The Trustee

The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including relieving it from taking proceedings unless indemnified and/or secured and/or prefunded to its satisfaction. The Trustee is entitled to enter into business transactions with the Issuer and/or the Guarantor and any entity related to the Issuer and/or the Guarantor without accounting for any profit resulting therefrom. The Trustee may rely without liability to Bondholders on a report, confirmation or certificate of any accountants, financial advisers or investment bank, whether or not addressed to it and whether their liability in relation thereto is limited (by its terms or by any engagement letter relating thereto entered into by the Trustee or in any other manner) by reference to a monetary cap, methodology or otherwise. The Trustee shall be obliged to accept and be entitled to rely on any such report, confirmation or certificate where the Issuer or the Guarantor procures delivery of the same pursuant to its obligation to do so under a condition hereof and such report, confirmation or certificate shall be binding on the Issuer, the Guarantor, the Trustee and the Bondholders in the absence of manifest or proven error.

17Notices

All notices regarding the Bonds will be valid if published in one leading daily newspaper in the United Kingdom (which is expected to be the Financial Times) and one leading daily newspaper in the United States (which is expected to be the Wall Street Journal) or, if this is not possible, in one other leading English language daily newspaper with general circulation in Europe or, as the case may be, one other leading English language daily newspaper with general circulation in the United States. The Issuer shall also ensure that all notices are duly published in a manner which complies with the rules and regulations of any stock exchange on which the Bonds are for the time being listed. Any such notice shall be deemed to have been given on the date of such publication in all required newspapers or, if published more than once in all required newspapers, on the date of the first such publication. If publication as provided above is not practicable, notice will be given in such other manner, and shall be deemed to have been given on such date, as the Trustee may approve.

So long as the Bonds are represented by a Global Bond and such Global Bond is held on behalf of a clearing system, notices to Bondholders shall (subject to compliance with the rules of the SGX-ST) be given by delivery of the relevant notice to the relevant clearing system for communication by it to entitled accountholders in substitution for notification as required by this Condition 17.

18Further Issues

The Issuer may from time to time without the consent of the Bondholders create and issue further notes, bonds or debentures either having the same terms and conditions in all respects as the outstanding notes, bonds or debentures of any series (including the Bonds) (or in all respects except for the first payment of interest on them and so that such further issue shall be consolidated and form a single series with the outstanding notes, bonds or debentures of any series (including the Bonds)) or upon such terms as to interest, conversion, premium, redemption and otherwise as the Issuer may determine at the time of their issue. Any further notes, bonds or debentures forming a single series with the outstanding notes, bonds or debentures of any series (including the Bonds) constituted by the Trust Deed or any deed supplemental to it shall, and any other notes, bonds or debentures may, with the consent of the Trustee, be constituted by a deed supplemental to the Trust Deed. The Trust Deed contains provisions for convening a single meeting of the Bondholders and the holders of notes, bonds or debentures of other series in certain circumstances where the Trustee so decides. Any further notes, bonds

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or debentures forming a single issue series with the Bonds will be issued with no more than a de minimis amount of original issue discount, or as part of a qualified re-opening (as defined in U.S. Treasury regulation section 1.1275-2(k)(3)) in each case for U.S. federal income tax purposes.

19Contracts (Rights of Third Parties) Act 1999

No person shall have any right to enforce any term or condition of the Bonds under the Contracts (Rights of Third Parties) Act 1999.

20Governing Law and Jurisdiction

(a)Governing Law

The Trust Deed, the Agency Agreement and the Bonds, and any non-contractual obligations arising out of or in connection with them, are governed by, and shall be construed in accordance with, English law.

(b)Jurisdiction

The courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with the Trust Deed and the Bonds and accordingly any legal action or proceedings arising out of or in connection with the Trust Deed or the Bonds (“Proceedings”) may be brought in such courts. Each of the Issuer and the Guarantor has in the Trust Deed irrevocably submitted to the jurisdiction of such courts and has waived any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. These submissions are made for the benefit of the Trustee and each of the Bondholders and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).

(c)Agent for Service of Process

Each of the Issuer and the Guarantor has irrevocably appointed St. James’s Corporate Services Limited at 6, St. James’s Place, London SW1A 1NP as its agent in England to receive service of process in any Proceedings in England. Nothing herein or in the Trust Deed shall affect the right to serve process in any other manner permitted by law.

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This Trust Deed is delivered as a deed on the date stated at the beginning.

EXECUTED as a DEED by

ANGLOGOLD ASHANTI

HOLDINGS FINANCE PLC

in the presence of:

LLOYD MCGLEW

(Director)

EXECUTED as a DEED by

ANGLOGOLD ASHANTI LIMITED

in the presence of:

SRINIVASAN VENKATAKRISHNAN

LYNDA EATWELL

EXECUTED AS A DEED BY AFFIXING THE COMMON SEAL of

THE LAW DEBENTURE TRUST CORPORATION p.l.c.

was affixed in the presence of:

JULIAN MASON JEBB

DAI TAKEKAWA

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Table of Contents

Contents			Page
1	Interpretation		1
2	Amount of the Bonds and Covenant to Pay		5
3	Guarantee and Indemnity		7
4	Form of the Bonds; Issue of the Bonds		8
5	Stamp Duties and Taxes		9
6	Further Issues		10
7	Application of Moneys received by the Trustee		10
8	Covenant to Comply with Provisions		11
9	Conversion		11
10	Covenants		12
11	Remuneration and Indemnification of the Trustee		14
12	Provisions Supplemental to The Trustee Act 1925 and the Trustee Act 2000		16
13	Trustee liable for negligence		21
14	Waiver and Proof of Default		22
15	Trustee not precluded from entering into Contracts		22
16	Modification and Substitution		22
17	Appointment, Retirement and Removal of the Trustee		24
18	Communications		25
19	Purchase or Redemption by the Guarantor of its own Shares		26
20	Governing Law and Jurisdiction		26
21	Counterparts		27
22	Contracts (Rights of Third Parties) Act 1999		27
Schedule 1		Form of Definitive Bonds	28
Schedule 2		Part I - Form of Regulation S Global Bond	34
Schedule 2		Part II - Form of Original Rule 144A Global Bond	40
Schedule 3		Provisions for meetings of Bondholders	46

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Schedule 4 Terms and Conditions of the Bonds 52

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